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 811-08560
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Gabelli International Growth Fund, Inc.
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(Exact name of registrant as specified in charter)
One Corporate Center
Rye, NY 10580-1422
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(Address of principal executive offices) (Zip code)
Bruce N. Alpert
Gabelli Funds, LLC
One Corporate Center
Rye, NY 10580-1422
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(Name and address of agent for service)
Registrant's telephone number, including area code: 1-800-422-3554
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Date of fiscal year end: December 31
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Date of reporting period: July 1, 2004 - June 30, 2005
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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 (ss.ss. 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 there under (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. ss. 3507.
PROXY VOTING RECORD
FOR PERIOD JULY 1, 2004 TO JUNE 30, 2005
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BANK OF IRELAND (THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND) AGM Meeting Date: 07/07/2004
IRE
Issuer: G49374146 ISIN: IE0030606259
SEDOL: B01ZKW5, 3060625, 3070732
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Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
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1. ADOPT THE REPORT AND THE ACCOUNTS Management For *Management Position Unknown No
2. DECLARE A DIVIDEND Management For *Management Position Unknown No
3.a ELECT MR. DAVID DILGER AS A DIRECTOR Management For *Management Position Unknown No
3.b ELECT MR. GEORGE MAGAN AS A DIRECTOR Management For *Management Position Unknown No
3.c ELECT SIR MICHAEL HODGKINSON AS A DIRECTOR Management For *Management Position Unknown No
3.d ELECT MR. DECLAN MCCOURT AS A DIRECTOR Management For *Management Position Unknown No
3.e ELECT MR. TERRY NEILL AS A DIRECTOR Management For *Management Position Unknown No
3.f RE-ELECT MR. LAURENCE CROWLEY AS A DIRECTOR Management For *Management Position Unknown No
3.g RE-ELECT MR. MAURICE KEANE AS A DIRECTOR Management For *Management Position Unknown No
3.h RE-ELECT MRS. CAROLINE MARLAND AS A DIRECTOR Management For *Management Position Unknown No
3.i RE-ELECT MR. RAYMOND MACSHARRY AS A DIRECTOR Management For *Management Position Unknown No
3.j RE-ELECT MR. THOMAS MORAN AS A DIRECTOR Management For *Management Position Unknown No
3.k RE-ELECT DR. MARY REDMOND AS A DIRECTOR Management For *Management Position Unknown No
4. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For *Management Position Unknown No
OF THE AUDITORS
5. APPROVE TO INCREASE THE NON-EXECUTIVE DIRECTORS Management For *Management Position Unknown No
ANNUAL FEE POOL
6. APPROVE TO RENEW THE BANK S AUTHORITY TO PURCHASE Management For *Management Position Unknown No
ITS OWN STOCK
7. APPROVE TO DETERMINE THE REISSUE PRICE RANGE Management For *Management Position Unknown No
FOR TREASURY STOCK
8. APPROVE TO RENEW THE DIRECTORS AUTHORITY TO ISSUE Management For *Management Position Unknown No
ORDINARY STOCK ON A NON PRE-EMPTIVE BASIS FOR
CASH
9. APPROVE TO RENEW THE DIRECTORS AUTHORITY TO ISSUE Management For *Management Position Unknown No
ORDINARY STOCK ON A NON PRE-EMPTIVE BASIS FOR
OTHER THAN CASH
10. APPROVE A NEW LONG TERM INCENTIVE PLAN Management For *Management Position Unknown No
11. APPROVE A NEW EXECUTIVE STOCK OPTION SCHEME Management For *Management Position Unknown No
12. APPROVE THE INSERTION OF A NEW BYE-LAW 142 Management For *Management Position Unknown No
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
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GABELLI G015 72,032 72,032 72,032 6/30/2004
INTERNATIONAL
GROWTH
</table>
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VODAFONE GROUP PLC VOD Annual Meeting Date: 07/27/2004
Issuer: 92857W ISIN:
SEDOL:
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Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
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12 TO RENEW AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS Management For For No
UNDER ARTICLE 16.3 OF THE COMPANY S ARTICLES
OF ASSOCIATION+
13 TO AUTHORIZE THE COMPANY S PURCHASE OF ITS OWN Management For For No
SHARES+
14 TO AUTHORIZE THE COMPANY S PURCHASE OF ITS OWN Management For For No
SHARES PURSUANT TO CONTINGENT PURCHASE CONTRACTS
AND OFF-MARKET PURCHASES+
01 TO RECEIVE THE REPORT OF THE DIRECTORS AND FINANCIAL Management For For No
STATEMENTS
02 TO APPROVE THE REMUNERATION REPORT Management For For No
03 TO RE-ELECT PETER BAMFORD AS A DIRECTOR Management For For No
04 TO RE-ELECT JULIAN HORN-SMITH AS A DIRECTOR Management For For No
05 TO RE-ELECT SIR DAVID SCHOLEY AS A DIRECTOR (MEMBER Management For For No
OF THE NOMINATIONS AND GOVERNANCE AND AUDIT COMMITTEE)
06 TO ELECT LUC VANDEVELDE AS A DIRECTOR (MEMBER Management For For No
OF THE REMUNERATION COMMITTEE)
07 TO APPROVE A FINAL DIVIDEND OF 1.07800 PENCE Management For For No
PER ORDINARY SHARE
08 TO RE-APPOINT DELOITTE & TOUCHE LLP AS AUDITORS Management For For No
09 TO AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE Management For For No
THE AUDITORS REMUNERATION
10 TO AUTHORIZE DONATIONS UNDER THE POLITICAL PARTIES, Management For For No
ELECTIONS AND REFERENDUMS ACT 2000
11 TO RENEW AUTHORITY TO ALLOT SHARES UNDER ARTICLE Management For For No
16.2 OF THE COMPANY S ARTICLES OF ASSOCIATION
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
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GABELLI 997G015 100 4,575 4,575 4,575 7/21/2004
INTERNATIONAL
GROWTH
</table>
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VODAFONE GROUP PLC VOD AGM Meeting Date: 07/27/2004
Issuer: G93882101 ISIN: GB0007192106
SEDOL: 2615101, 0719210, 5476190
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Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
1. FINANCIAL STATEMENTS - RECEIVE THE FINANCIAL Management For *Management Position Unknown No
STATEMENTS FOR THE FINANCIAL YEAR WHICH ENDED
ON 31 MAR 2004 TOGETHER WITH THE REPORTS OF THE
DIRECTORS AND THE AUDITORS
2. REMUNERATION REPORT - IN ACCORDANCE WITH THE Management For *Management Position Unknown No
DIRECTORS REMUNERATION REPORT REGULATIONS 2002, THE
BOARD SUBMITS THE REMUNERATION REPORT TO A VOTE OF
SHAREHOLDERS. IN ACCORDANCE WITH THE REGULATIONS, THE
APPROVAL OF THE REMUNERATION REPORT IS PROPOSED AS AN
ORDINARY RESOLUTION. IN 2003, THE RESOLUTION TO
APPROVE THE REMUNERATION REPORT WAS PASSED BY A
SIGNIFICANT MAJORITY. THE CURRENT REMUNERATION POLICY
WAS PRODUCED FOLLOWING EXTENSIVE CONSULTATION WITH
SHAREHOLDERS AND INSTITUTIONAL BODIES IN 2001 AND
2002. IN THE TWO YEARS SINCE THE POLICY WAS
INTRODUCED, THE CHAIRMAN AND THE CHAIRMAN OF THE
REMUNERATION COMMITTEE HAVE MAINTAINED PROACTIVE
ANNUAL DIALOGUE ON REMUNERATION MATTERS WITH THE
COMPANY S MAJOR SHAREHOLDERS AND RELEVANT
INSTITUTIONS. THE OBJECTIVE OF THIS DIALOGUE IS TO
PROVIDE INFORMATION ABOUT THE COMPANY AND OUR VIEWS ON
REMUNERATION ISSUES AND TO LISTEN TO SHAREHOLDERS
VIEWS ON ANY PROPOSED ADJUSTMENTS TO POLICY
IMPLEMENTATION; THE REMUNERATION COMMITTEE STRIVES TO
ENSURE THAT THE POLICY PROVIDES A STRONG AND
DEMONSTRABLE LINK BETWEEN INCENTIVES AND THE COMPANY S
STRATEGY AND SETS A FRAMEWORK FOR REMUNERATION THAT IS
CONSISTENT WITH THE COMPANY S SCALE AND SCOPE. AS A
RESULT OF THIS YEAR S REVIEW, THE REMUNERATION
COMMITTEE HAS CONCLUDED THAT THE EXISTING POLICY
CONTINUES TO SERVE THE COMPANY AND SHAREHOLDERS WELL
AND WILL REMAIN IN PLACE FOR THE YEAR ENDING 31 MAR
2005. THE COMMITTEE HAS ALSO REVIEWED THE
EFFECTIVENESS OF THE CURRENT POLICY AND IS SATISFIED
THAT THE INCENTIVE PLANS HAVE DELIVERED, OR ARE
FORECAST TO DELIVER, REWARDS THAT ARE CONSISTENT WITH
THE COMPANY S PERFORMANCE ACHIEVEMENT
3. RE-ELECTION OF DIRECTOR - IN ACCORDANCE WITH Management For *Management Position Unknown No
THE COMPANY S ARTICLES OF ASSOCIATION, PETER
BAMFORD, AN EXECUTIVE DIRECTOR, IS REQUIRED TO
RETIRE, WHICH HE DOES, AND, PURSUANT TO RESOLUTION
3, OFFERS HIMSELF FOR RE-ELECTION
4. RE-ELECTION OF DIRECTOR - IN ACCORDANCE WITH Management For *Management Position Unknown No
THE COMPANY S ARTICLES OF ASSOCIATION, JULIAN
HORN-SMITH, AN EXECUTIVE DIRECTOR, IS REQUIRED
TO RETIRE, WHICH HE DOES, AND, PURSUANT TO RESOLUTION
4, OFFERS HIMSELF FOR RE-ELECTION
5. RE-ELECTION OF DIRECTOR - IN ACCORDANCE WITH Management For *Management Position Unknown No
THE COMPANY S ARTICLES OF ASSOCIATION, SIR DAVID
SCHOLEY, A NON-EXECUTIVE DIRECTOR, IS REQUIRED
TO RETIRE, WHICH HE DOES, AND, PURSUANT TO RESOLUTION
5, OFFERS HIMSELF FOR RE-ELECTION
6. ELECTION OF DIRECTOR - IN ACCORDANCE WITH THE Management For *Management Position Unknown No
COMPANY S ARTICLES OF ASSOCIATION ONE OF THE
COMPANY S NON-EXECUTIVE DIRECTORS, LUC VANDEVELDE,
HAVING BEEN APPOINTED AS A DIRECTOR DURING THE
YEAR, IS REQUIRED TO RETIRE, WHICH HE DOES, AND,
PURSUANT TO RESOLUTION 6, OFFERS HIMSELF FOR
ELECTION
7. 7. FINAL DIVIDEND - THIS RESOLUTION SEEKS SHAREHOLDER Management For *Management Position Unknown No
APPROVAL TO THE FINAL ORDINARY DIVIDEND RECOMMENDED
BY THE DIRECTORS. THE DIRECTORS ARE PROPOSING
A FINAL DIVIDEND OF 1.0780 PENCE PER ORDINARY
SHARE. AN INTERIM DIVIDEND OF 0.9535 PENCE PER
ORDINARY SHARE WAS PAID ON 6 FEB 2004, MAKING
A TOTAL DIVIDEND FOR THE YEAR OF 2.0315 PENCE
PER ORDINARY SHARE. IF APPROVED, THE DIVIDEND
WILL BE PAID ON 6 AUG 2004 TO SHAREHOLDERS ON
THE ORDINARY REGISTER AS OF 4 JUN 2004
8. AUDITORS - THE COMPANY IS REQUIRED TO APPOINT Management For *Management Position Unknown No
AUDITORS AT EACH GENERAL MEETING AT WHICH ACCOUNTS
ARE PRESENTED, TO HOLD OFFICE UNTIL THE END OF
THE NEXT SUCH MEETING. RESOLUTION 8, WHICH IS
RECOMMENDED BY THE AUDIT COMMITTEE, PROPOSES
THE RE-APPOINTMENT OF THE COMPANY S EXISTING
AUDITORS, DELOITTE & TOUCHE LLP
9. AUDITORS - THE COMPANY IS REQUIRED TO APPOINT Management For *Management Position Unknown No
AUDITORS AT EACH GENERAL MEETING AT WHICH ACCOUNTS
ARE PRESENTED, TO HOLD OFFICE UNTIL THE END OF
THE NEXT SUCH MEETING. RESOLUTION 9 FOLLOWS BEST
PRACTICE IN CORPORATE GOVERNANCE BY SEPARATELY
SEEKING AUTHORITY FOR THE AUDIT COMMITTEE TO
DETERMINE THEIR REMUNERATION
10. POLITICAL DONATIONS - THIS RESOLUTION SEEKS AUTHORITY Management For *Management Position Unknown No
FROM SHAREHOLDERS TO ENABLE THE COMPANY TO MAKE
DONATIONS OR INCUR EXPENDITURE WHICH IT WOULD
OTHERWISE BE PROHIBITED FROM MAKING OR INCURRING
FOLLOWING THE COMING INTO EFFECT OF THE POLITICAL
PARTIES, ELECTIONS AND REFERENDUMS ACT 2000 (THE
ACT ). AMONGST OTHER THINGS, THE ACT PROHIBITS
THE COMPANY FROM MAKING DONATIONS TO EU POLITICAL
ORGANIZATIONS IN THE PERIOD OF 12 MONTHS FOLLOWING
THE COMPANY S ANNUAL GENERAL MEETING (AND EACH
SUCCEEDING 12 MONTH PERIOD) IN EXCESS OF AN AGGREGATE
OF GBP 5,000 UNLESS THE COMPANY HAS BEEN AUTHORIZED
TO MAKE SUCH DONATIONS BY ITS SHAREHOLDERS. THE
COMPANY HAS NO INTENTION OF CHANGING ITS CURRENT
PRACTICE OF NOT MAKING POLITICAL DONATIONS AND
WILL NOT DO SO WITHOUT THE SPECIFIC ENDORSEMENT
OF SHAREHOLDERS. HOWEVER, THE ACT DEFINES EU
POLITICAL ORGANIZATIONS WIDELY TO INCLUDE, AMONGST
OTHER THINGS, ORGANIZATIONS WHICH CARRY ON ACTIVITIES
WHICH ARE CAPABLE OF BEING REASONABLY REGARDED
AS INTENDED TO AFFECT PUBLIC SUPPORT FOR A POLITICAL
PARTY IN ANY EU MEMBER STATE OR TO INFLUENCE
VOTERS IN RELATION TO ANY REFERENDUM IN ANY EU
MEMBER STATE. AS A RESULT, IT IS POSSIBLE THAT
EU POLITICAL ORGANIZATIONS MAY INCLUDE, FOR EXAMPLE,
BODIES CONCERNED WITH POLICY REVIEW AND LAW REFORM,
WITH THE REPRESENTATION OF THE BUSINESS COMMUNITY
OR SECTIONS OF IT OR WITH THE REPRESENTATION
OF OTHER COMMUNITIES OR SPECIAL INTEREST GROUPS
WHICH IT MAY BE IN THE GROUP S INTEREST TO SUPPORT.
THE ACT REQUIRES THAT THIS AUTHORIZING RESOLUTION
SHOULD NOT PURPORT TO AUTHORIZE PARTICULAR DONATIONS
OR EXPENDITURE. HOWEVER, THE ACT ALSO REQUIRES
DISCLOSURE IN THE ANNUAL REPORT OF THE COMPANY
OF PARTICULARS IN RESPECT OF ANY DONATION MADE
TO AN EU POLITICAL ORGANIZATION OR ANY EU POLITICAL
EXPENDITURE INCURRED WHICH IS IN EXCESS OF GBP
200 AND IF ANY SUCH DONATION IS MADE OR EXPENDITURE
INCURRED THIS WILL BE DISCLOSED IN THE COMPANY
S ANNUAL REPORT FOR NEXT YEAR AND, AS APPROPRIATE,
SUCCEEDING YEARS. THE COMPANY CONSIDERS THAT
THE AUTHORITY SOUGHT UNDER RESOLUTION 10 TO ALLOW
IT OR ITS SUBSIDIARIES TO INCUR THIS TYPE OF
EXPENDITURE UP TO AN AGGREGATE LIMIT OF GBP 100,000
IS NECESSARY, PRINCIPALLY TO ENSURE THAT, BECAUSE
OF THE UNCERTAINTY OVER WHICH BODIES ARE COVERED
BY THE DEFINITION OF EU POLITICAL ORGANIZATION,
THE COMPANY DOES NOT UNINTENTIONALLY BREACH THE
ACT. NO DONATIONS OR EXPENDITURE OF THE TYPE
REQUIRING DISCLOSURE UNDER THE ACT WERE MADE
IN THE YEAR ENDED 31 MAR 2004 NOR ARE ANY CONTEMPLATED
BUT, ON A PRECAUTIONARY BASIS, THE DIRECTORS
BELIEVE IT IS APPROPRIATE TO REQUEST THE AUTHORITY
SOUGHT
11. AUTHORITY TO ALLOT SHARES - UNDER SECTION 80 Management For *Management Position Unknown No
OF THE COMPANIES ACT 1985, DIRECTORS ARE, WITH
CERTAIN EXCEPTIONS, UNABLE TO ALLOT RELEVANT
SECURITIES WITHOUT THE AUTHORITY OF THE SHAREHOLDERS
IN A GENERAL MEETING. RELEVANT SECURITIES AS
DEFINED IN THE COMPANIES ACT 1985 INCLUDE THE
COMPANY S ORDINARY SHARES OR SECURITIES CONVERTIBLE
INTO THE COMPANY S ORDINARY SHARES. THIS RESOLUTION
AUTHORIZES THE DIRECTORS TO ALLOT UP TO 9,000,000,000
ORDINARY SHARES FOR THE PERIOD ENDING ON THE
EARLIER OF 27 OCT 2005 OR THE COMPANY S ANNUAL
GENERAL MEETING IN 2005. THE AUTHORITY REPRESENTS
APPROXIMATELY 13.2% OF THE SHARE CAPITAL IN ISSUE
AT 24 MAY 2004. THIS PERCENTAGE EXCLUDES 800,000,000
ORDINARY SHARES HELD IN TREASURY AT THAT DATE,
WHICH REPRESENTED 1.2% OF THE SHARE CAPITAL IN
ISSUE AT 24 MAY 2004. THIS AUTHORITY COMPLIES
WITH GUIDELINES ISSUED BY INVESTOR BODIES. THE
DIRECTORS HAVE NO IMMEDIATE PLANS TO MAKE USE
OF THIS AUTHORITY, OTHER THAN TO FULFILL THE
COMPANY S OBLIGATIONS UNDER ITS EXECUTIVE AND
EMPLOYEE SHARE PLANS
S.12 DISAPPLICATION OF PRE-EMPTION RIGHTS - SECTION Management For *Management Position Unknown No
89 OF THE COMPANIES ACT 1985 IMPOSES RESTRICTIONS
ON THE ISSUE OF EQUITY SECURITIES (AS DEFINED
IN THE COMPANIES ACT 1985, WHICH INCLUDE THE
COMPANY S ORDINARY SHARES) WHICH ARE, OR ARE
TO BE, PAID UP WHOLLY IN CASH AND NOT FIRST OFFERED
TO EXISTING SHAREHOLDERS. THE COMPANY S ARTICLES
OF ASSOCIATION ALLOW SHAREHOLDERS TO AUTHORIZE
DIRECTORS FOR A PERIOD UP TO FIVE YEARS TO ALLOT
(A) RELEVANT SECURITIES GENERALLY UP TO AN AMOUNT
FIXED BY THE SHAREHOLDERS AND (B) EQUITY SECURITIES
FOR CASH OTHER THAN IN CONNECTION WITH A RIGHTS
ISSUE UP TO AN AMOUNT SPECIFIED BY THE SHAREHOLDERS
AND FREE OF THE RESTRICTION IN SECTION 89. IN
ACCORDANCE WITH INSTITUTIONAL INVESTOR GUIDELINES
THE AMOUNT OF EQUITY SECURITIES TO BE ISSUED
FOR CASH OTHER THAN IN CONNECTION WITH A RIGHTS
ISSUE IS RESTRICTED TO 5% OF THE EXISTING ISSUED
ORDINARY SHARE CAPITAL. RESOLUTION 12 IS CONDITIONAL
ON RESOLUTION 11 HAVING BEEN PASSED AND WILL
BE PROPOSED AS A SPECIAL RESOLUTION. IT AUTHORIZES
THE DIRECTORS TO ALLOT UP TO 3,300,000,000 ORDINARY
SHARES FOR CASH WITHOUT FIRST BEING REQUIRED
TO OFFER THEM TO EXISTING SHAREHOLDERS FOR THE
PERIOD ENDING ON THE EARLIER OF 27 OCT 2005 OR
THE COMPANY S ANNUAL GENERAL MEETING IN 2005.
THE AUTHORITY REPRESENTS APPROXIMATELY 4.83%
OF THE SHARE CAPITAL IN ISSUE AT 24 MAY 2004
AND COMPLIES WITH GUIDELINES ISSUED BY INVESTOR
BODIES. THE DIRECTORS HAVE NO IMMEDIATE PLANS
TO MAKE USE OF THIS AUTHORITY, OTHER THAN TO
FULFILL THE COMPANY S OBLIGATIONS UNDER ITS EXECUTIVE
AND EMPLOYEE SHARE PLANS
S.13 APPROVAL OF MARKET PURCHASES OF ORDINARY SHARES Management For *Management Position Unknown No
- IN CERTAIN CIRCUMSTANCES ITMAY BE ADVANTAGEOUS
FOR THE COMPANY TO PURCHASE ITS OWN SHARES. RESOLUTION
13, WHICH WILL BE PROPOSED AS A SPECIAL RESOLUTION,
APPROVES THE PURCHASE BY THE COMPANY OF UP TO
6,600,000,000 ORDINARY SHARES AT A PRICE NOT
EXCEEDING 105% OF THE AVERAGE MIDDLE MARKET CLOSING
PRICE OF SUCH SHARES ON THE FIVE DEALING DAYS
PRIOR TO THE DATE OF PURCHASE. SIMILAR RESOLUTIONS
HAVE BEEN APPROVED BY SHAREHOLDERS AT PREVIOUS
ANNUAL GENERAL MEETINGS OF THE COMPANY. THE DIRECTORS
WILL USE THIS AUTHORITY ONLY AFTER CAREFUL CONSIDERATION,
TAKING INTO ACCOUNT MARKET CONDITIONS PREVAILING
AT THE TIME, OTHER INVESTMENT OPPORTUNITIES,
APPROPRIATE GEARING LEVELS AND THE OVERALL POSITION
OF THE COMPANY. THE DIRECTORS WILL ONLY PURCHASE
SUCH SHARES AFTER TAKING INTO ACCOUNT THE EFFECTS
ON EARNINGS PER SHARE AND THE BENEFIT FOR SHAREHOLDERS.
RESOLUTION 13 SPECIFIES THE MAXIMUM NUMBER OF
SHARES WHICH MAY BE ACQUIRED AND THE MAXIMUM
AND MINIMUM PRICES AT WHICH THEY MAY BE BOUGHT.
THE DIRECTORS INTEND TO SEEK THE RENEWAL OF THESE
POWERS AT SUBSEQUENT ANNUAL GENERAL MEETINGS.
THE TOTAL NUMBER OF OPTIONS TO SUBSCRIBE FOR
SHARES OUTSTANDING AT 24 MAY 2004 WAS 1,349,727,388.
THIS REPRESENTS 1.98% OF THE ISSUED CAPITAL AT
THAT DATE. IF THE COMPANY WAS TO BUY BACK THE
MAXIMUM NUMBER OF SHARES PERMITTED PURSUANT TO
THIS RESOLUTION, THEN THE TOTAL NUMBER OF OPTIONS
TO SUBSCRIBE FOR SHARES OUTSTANDING AT 24 MAY
2004 WOULD REPRESENT 2.2% OF THE REDUCED ISSUED
SHARE CAPITAL. THE COMPANIES (ACQUISITION OF
OWN SHARES) (TREASURY SHARES) REGULATIONS 2003
(THE REGULATIONS ) CAME INTO FORCE ON 1 DEC
2003. THE REGULATIONS ALLOW COMPANIES TO HOLD
SUCH SHARES ACQUIRED BY WAY OF MARKET PURCHASE
IN TREASURY RATHER THAN HAVING TO CANCEL THEM.
NO DIVIDENDS ARE PAID ON SHARES WHILE HELD IN
TREASURY AND NO VOTING RIGHTS ATTACH TO TREASURY
SHARES. WHILST IN TREASURY, THE SHARES ARE TREATED
AS IF CANCELLED. ON 18 NOV 2003, THE COMPANY
ANNOUNCED ITS INTENTION TO IMPLEMENT A SHARE
PURCHASE PROGRAMME AND THE DIRECTORS ALLOCATED
GBP 2.5 BILLION TO THE PROGRAMME. ON VARIOUS
DATES BEGINNING ON 1 DEC 2003, THE COMPANY HAS
MADE MARKET PURCHASES OF ITS ORDINARY SHARES
IN ACCORDANCE WITH THE APPROVAL GIVEN BY SHAREHOLDERS
AT THE ANNUAL GENERAL MEETING ON 30 JUL 2003.
AS AT 31 MAR 2004, GBP 1.1 BILLION OF ORDINARY
SHARES HAD BEEN PURCHASED IN THIS WAY AND HELD
IN TREASURY.
S.14 APPROVAL OF CONTINGENT PURCHASE CONTRACTS AND Management For *Management Position Unknown No
OFF-MARKET PURCHASES BY THE COMPANY OF ORDINARY SHARES
- UNDER THE RULES OF THE UK LISTING AUTHORITY (THE
LISTING RULES) THE COMPANY MAY NOT PURCHASE ITS SHARES
AT A TIME WHEN ANY DIRECTOR IS IN RECEIPT OF
UNPUBLISHED PRICE SENSITIVE INFORMATION ABOUT THE
COMPANY. ACCORDINGLY, NO PURCHASES OF SHARES WERE MADE
IN THE PERIOD FROM 1 APR 2004 UP TO THE ANNOUNCEMENT
OF THE FULL YEAR RESULTS ON 25 MAY 2004 OR AT CERTAIN
OTHER TIMES WHEN THE DIRECTORS MIGHT HAVE BEEN IN
RECEIPT OF UNPUBLISHED PRICE SENSITIVE INFORMATION.
THIS INEVITABLY REDUCED THE NUMBER OF SHARES THE
COMPANY WAS ABLE TO PURCHASE UNDER THE SHARE PURCHASE
PROGRAMME. IN ORDER TO ENSURE MAXIMUM FLEXIBILITY TO
UTILIZE THE INCREASED SHARE PURCHASE PROGRAMME THE
COMPANY HAS CONSIDERED A NUMBER OF METHODS TO ALLOW IT
TO BUY SHARES FROM 1 OCT 2004 TO THE ANNOUNCEMENT OF
ITS INTERIM RESULTS AND FROM 1 APR 2005 TO THE
ANNOUNCEMENT OF ITS FULL YEAR RESULTS (THE CLOSE
PERIODS). ONE METHOD IS FOR THE COMPANY TO SELL PUT
OPTIONS (A CONTRACT WHICH GIVES ONE PARTY THE OPTION
TO REQUIRE THE OTHER TO PURCHASE SHARES AT A
PREDETERMINED PRICE ON A SET DATE IN THE FUTURE) PRIOR
TO CLOSE PERIODS, WITH THE EXERCISE DATES FOR SUCH PUT
OPTIONS FALLING IN THE NEXT CLOSE PERIOD (THE PUT
OPTIONS). THIS WOULD EFFECTIVELY ALLOW THE COMPANY TO
PURCHASE SHARES, PROVIDED THE PUT OPTIONS WERE
EXERCISED, WITHOUT BREACHING THE LISTING RULES.
ANOTHER METHOD TO PURCHASE SHARES, WHICH DOES NOT
REQUIRE SHAREHOLDER APPROVAL, WOULD BE TO PLACE
IRREVOCABLE MARKET ORDERS WITH COUNTERPARTIES PRIOR TO
THE CLOSE PERIOD. UNDER THE PROVISIONS OF SECTIONS 164
AND 165 OF THE COMPANIES ACT 1985, THE PUT OPTIONS ARE
CONTINGENT PURCHASE CONTRACTS AND OFF-MARKET PURCHASES
BY THE COMPANY AND ACCORDINGLY RESOLUTION 14, WHICH
WILL BE PROPOSED AS A SPECIAL RESOLUTION, SEEKS
SHAREHOLDER APPROVAL TO THE TERMS OF THE CONTRACTS
(THE CONTINGENT PURCHASE CONTRACTS) TO BE ENTERED INTO
BETWEEN THE COMPANY AND EACH OF BARCLAYS BANK PLC,
CALYON, CITIGROUP GLOBAL MARKETS U.K. EQUITY LIMITED,
COMMERZBANK AG, DEUTSCHE BANK AG LONDON BRANCH, J.P.
MORGAN SECURITIES LTD., LEHMAN BROTHERS INTERNATIONAL
(EUROPE), THE TORONTO-DOMINION BANK LONDON BRANCH AND
UBS AG (EACH A BANK), DRAFTS OF WHICH WILL BE PRODUCED
TO THE AGM.* EACH CONTINGENT PURCHASE CONTRACT WILL
CONSIST OF THREE DOCUMENTS: A STANDARD ISDA MASTER
AGREEMENT AND SCHEDULE PLUS A FORM OF CONFIRMATION.*
EACH CONTINGENT PURCHASE CONTRACT WILL GIVE THE BANK
THE RIGHT, BUT NOT THE OBLIGATION, TO REQUIRE THE
COMPANY TO PURCHASE UP TO A MAXIMUM OF 25 MILLION OF
THE COMPANY S ORDINARY SHARES.* EACH CONTINGENT
PURCHASE CONTRACT WILL BE ENTERED INTO OUTSIDE A CLOSE
PERIOD BUT BE EXERCISABLE DURING THE NEXT CLOSE PERIOD
BY THE BANK. ACCORDINGLY, THE MINIMUM AND MAXIMUM
AMOUNT OF TIME BETWEEN A CONTINGENT PURCHASE CONTRACT
BEING ENTERED INTO AND THE PUT OPTION POTENTIALLY
BEING EXERCISED IS 1 DAY AND 5 MONTHS RESPECTIVELY.*
SHOULD SHAREHOLDER APPROVAL BE GRANTED, ANY NUMBER OF
CONTINGENT PURCHASE CONTRACTS MAY BE ENTERED INTO WITH
EACH BANK AT ANY TIME, PROVIDED THAT: - THE TOTAL
MAXIMUM NUMBER OF SHARES WHICH THE COMPANY CAN BE
OBLIGED TO PURCHASE PURSUANT TO ALL THE CONTINGENT
PURCHASE AGREEMENTS IS 660 MILLION; - THE TOTAL COST
OF THE SHARES THAT THE COMPANY PURCHASES DOES NOT
EXCEED GBP 750 MILLION (INCLUDING COSTS BUT AFTER
DEDUCTING PREMIA RECEIVED); - THE MAXIMUM PRICE
(EXCLUDING EXPENSES) THAT CAN BE PAID FOR ANY SHARE IS
AN AMOUNT EQUAL TO 105% OF THE AVERAGE MIDDLE MARKET
CLOSING PRICE OF THE COMPANY S SHARES AS DERIVED FROM
THE OFFICIAL LIST OF THE LONDON STOCK EXCHANGE FOR THE
FIVE DAYS IMMEDIATELY PRECEDING THE DAY ON WHICH THE
CONTINGENT PURCHASE CONTRACT WAS ENTERED INTO AND WILL
BE LESS THAN THE MIDDLE MARKET SHARE PRICE AT THE TIME
THE CONTINGENT PURCHASE CONTRACT WAS ENTERED INTO; -
THE MINIMUM PRICE THAT CAN BE PAID FOR ANY SHARE IS
USD 0.10; AND - ONLY ONE CONTINGENT PURCHASE CONTRACT
WILL SETTLE ON ANY PARTICULAR DAY.* UNDER EACH
CONTINGENT PURCHASE CONTRACT A PREMIUM IS PAYABLE IN
ADVANCE BY THE BANK TO THE COMPANY. THE PREMIUM WILL
BE FIXED IN ACCORDANCE WITH A FORMULA, THE INPUTS FOR
WHICH WILL BE BASED ON MARKET PRICES FOR THE COMPANY S
SHARE PRICE AND THE RISK FREE RATE FOR STERLING. THE
COMPANY WILL CHOOSE THE PURCHASE PRICE AND THE TIME TO
MATURITY OF THE OPTION, BOTH SUBJECT TO THE
RESTRICTIONS ABOVE. THE FORMULA IS BASED ON THE
BLACK-SCHOLES FORMULA, WHICH IS COMMONLY USED TO PRICE
OPTIONS. ALL THE INPUTS TO THIS FORMULA, WITH THE
EXCEPTION OF VOLATILITY, ARE TAKEN FROM PUBLIC
INFORMATION SOURCES, SUCH AS BLOOMBERG OR REUTERS. THE
BANK WILL PROVIDE THE VOLATILITY ON THE DAY ON WHICH
THE CONTINGENT PURCHASE CONTRACT IS ENTERED INTO WITH
SUCH BANK. THE COMPANY WILL NOT ENTER INTO A
CONTINGENT PURCHASE CONTRACT IF THE ANNUALIZED
VOLATILITY OF ITS ORDINARY SHARES IS LESS THAN 20 PER
CENT, WHICH IS LESS THAN ITS RECENT LEVELS.* SHARES
PURCHASED VIA A CONTINGENT PURCHASE CONTRACT WILL
REDUCE THE NUMBER OF SHARES THAT THE COMPANY WILL
PURCHASE UNDER RESOLUTION 13 ABOVE. NO SHARES WILL BE
PURCHASED UNDER RESOLUTION 13 ON THE SAME DAY THAT A
CONTINGENT PURCHASE CONTRACT IS ENTERED INTO.* THE
AUTHORITY GRANTED TO THE COMPANY UNDER THIS RESOLUTION
WILL EXPIRE AT THE CONCLUSION OF THE AGM OF THE
COMPANY HELD IN 2005 OR ON 27 OCT 2005, WHICHEVER IS
EARLIER, UNLESS SUCH AUTHORITY WAS RENEWED PRIOR TO
THAT TIME (EXCEPT IN RELATION TO THE PURCHASE OF
ORDINARY SHARES THE CONTINGENT PURCHASE CONTRACT FOR
WHICH WAS CONCLUDED BEFORE THE EXPIRY OF SUCH
AUTHORITY AND WHICH MIGHT BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY).* THE CONTINGENT PURCHASE CONTRACTS
WILL ALWAYS, WHERE THE PUT OPTION IS EXERCISED, BE
PHYSICALLY SETTLED BY DELIVERY OF SHARES TO THE
COMPANY (EXCEPT IN THE CASE OF CERTAIN EVENTS OF
DEFAULT).* THE COMPANIES (ACQUISITION OF OWN SHARES)
(TREASURY SHARES) REGULATIONS 2003 ALLOW COMPANIES TO
HOLD SUCH SHARES ACQUIRED BY WAY OF MARKET PURCHASE IN
TREASURY. THE COMPANY WILL HOLD ANY OF ITS OWN SHARES
THAT IT PURCHASES PURSUANT TO THE AUTHORITY CONFERRED
BY THIS RESOLUTION AS TREASURY STOCK. THIS WOULD GIVE
THE COMPANY THE ABILITY TO RE-ISSUE TREASURY SHARES
QUICKLY AND COST-EFFECTIVELY AND WOULD PROVIDE THE
COMPANY WITH ADDITIONAL FLEXIBILITY IN THE MANAGEMENT
OF ITS CAPITAL BASE. NO DIVIDENDS WILL BE PAID ON
SHARES WHILST HELD IN TREASURY AND NO VOTING RIGHTS
WILL ATTACH TO THE TREASURY SHARES. WHILST IN
TREASURY, THE SHARES ARE TREATED AS IF CANCELLED. THE
TOTAL NUMBER OF OPTIONS TO SUBSCRIBE FOR SHARES
OUTSTANDING AT 24 MAY 2004 WAS 1,349,727,388. THIS
REPRESENTS 1.98% OF THE ISSUED CAPITAL AT THAT DATE.
IF THE COMPANY WAS TO BUY BACK THE MAXIMUM NUMBER OF
SHARES PERMITTED PURSUANT TO THIS RESOLUTION, THEN THE
TOTAL NUMBER OF OPTIONS TO SUBSCRIBE FOR SHARES
OUTSTANDING AT 24 MAY 2004 WOULD REPRESENT 2.2% OF THE
REDUCED SHARE CAPITAL. THE DIRECTORS WILL USE THIS
AUTHORITY ONLY AFTER CAREFUL CONSIDERATION, TAKING
INTO ACCOUNT MARKET CONDITIONS PREVAILING AT THE TIME,
OTHER INVESTMENT OPPORTUNITIES, APPROPRIATE GEARING
LEVELS AND THE OVERALL FINANCIAL POSITION OF THE
COMPANY. THE DIRECTORS WILL ONLY PURCHASE SUCH SHARES
AFTER TAKING INTO ACCOUNT THE EFFECTS ON EARNINGS PER
SHARE AND THE BENEFIT FOR SHAREHOLDERS
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 346,376 346,376 346,376 7/21/2004
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
MMO2 PLC OOM Annual Meeting Date: 07/28/2004
Issuer: 55309W ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
11 ADOPT MMO2 DEFERRED EQUITY INCENTIVE PLAN Management For For No
10 AUTHORITY TO PURCHASE OWN SHARES (SPECIAL RESOLUTION) Management For For No
09 POWER TO ALLOT SHARES FOR CASH (SPECIAL RESOLUTION) Management For For No
08 AUTHORITY TO ALLOT SHARES Management For For No
07 REMUNERATION OF AUDITORS Management For For No
06 RE-APPOINTMENT OF AUDITORS Management For For No
05 RE-ELECT ANDREW SUKAWATY Management For For No
04 RE-ELECT STEPHEN HODGE Management For For No
03 RE-ELECT DAVID FINCH Management For For No
02 REMUNERATION REPORT Management For For No
01 REPORT AND ACCOUNTS Management For For No
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI 997G015 101 6,000 6,000 6,000 7/28/2004
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
CIE FINANCIERE RICHEMONT AG, ZUG RHMSF.PK AGM Meeting Date: 09/16/2004
Issuer: H25662141 ISIN: CH0012731458 BLOCKING
SEDOL: 7151116
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE BUSINESS REPORT Management For *Management Position Unknown No
2. APPROVE THE APPROPRIATION OF PROFITS Management For *Management Position Unknown No
3. GRANT DISCHARGE TO THE BOARD OF DIRECTORS Management For *Management Position Unknown No
4. ELECT THE BOARD OF DIRECTORS Management For *Management Position Unknown No
5. ELECT THE AUDITORS Management For *Management Position Unknown No
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown No
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 59,000 59,000 59,000 9/3/2004
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
BOUYGUES, GUYANCOURT N/A OGM Meeting Date: 10/07/2004
Issuer: F11487125 ISIN: FR0000120503 BLOCKING
SEDOL: 2696612, 4067528, 4002121, 4115159, 7164028
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting *Management Position Unknown No
SEE HTTP://ICS.ADP.COM/MARKETGUIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1
TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON
COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR TO THE
MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST
COMPLETE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO
THE SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT
DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWNERS: PROXY CARDS: ADP WILL
FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS
THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP
VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PROXY
CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE
UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS
REGISTERED INTERMEDIARY, PLEASE CONTACT ADP.
TRADES/VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A
VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS SUBMITTED
THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE
FULL SECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMITTED TO ADP AND THE
GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE
VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A
PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL
CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR
VOTING. THIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS
INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND RELEASE
THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION.
THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS WITH A
SETTLEMENT DATE PRIOR TO MEETING DATE + 1.
1. APPROVE TO DISTRIBUTE EXCEPTIONALLY THE AMOUNT Management For *Management Position Unknown No
OF EUR 5.00 PER SHARE OR PER INVESTMENT CERTIFICATE
AND THIS AMOUNT SHALL BE WITHDRAWN FROM THE ISSUE
PREMIUMS ACCOUNT
2. APPROVE THAT THE EXCEPTIONAL DISTRIBUTION SHALL Management For *Management Position Unknown No
BE PAID BY CASH ON 07 JAN 2005 TO THE PROFIT
OF THE BEARER OF 1 OR SEVERAL SHARE S OR OF
1 OR SEVERAL INVESTMENT CERTIFICATE S MAKING
UP THE COMPANY CAPITAL ON THE DAY OF THE PRESENT
MEETING
3. GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown No
EXTRACT OF THE MINUTES OF THE PRESENT IN ORDER
TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS WHICH
ARE PRESCRIBED BY LAW
* PLEASE NOTE THAT THIS IS A REVISION DUE TO REVISED Non-Voting *Management Position Unknown No
WORDINGS FOR RESOLUTION NUMBER 2. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 17,000 17,000 17,000 9/30/2004
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
DIAGEO PLC DEO AGM Meeting Date: 10/20/2004
Issuer: G42089113 ISIN: GB0002374006
SEDOL: 0237400, 5399736, 5409345, 5460494
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE DIRECTORS AND THE AUDITOR S REPORTS Management For *Management Position Unknown No
AND THE ACCOUNTS FOR THE YE 30 JUN 2004
2. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown No
THE YE 30 JUN 2004
3. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For *Management Position Unknown No
4. RE-ELECT LORD HOLLICK OF NOTTING HILL AS A DIRECTOR, Management For *Management Position Unknown No
WHO RETIRES BY ROTATION
5. RE-ELECT MR. N.C. ROSE AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown No
BY ROTATION
6. RE-ELECT MR. P.A. WALKER AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown No
BY ROTATION
7. ELECT MR. H.T. STITZER AS A DIRECTOR Management For *Management Position Unknown No
8. ELECT MR. J.R. SYMONDS AS A DIRECTOR Management For *Management Position Unknown No
9. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR OF THE Management For *Management Position Unknown No
COMPANY UNTIL THE CONCLUSION OF THE NEXT GENERAL
MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE
COMPANY AND AUTHORIZE THE DIRECTORS TO DETERMINE
THEIR REMUNERATION
S.10 APPROVE TO RENEW THE POWER CONFERRED ON THE DIRECTORS Management For *Management Position Unknown No
BY PARAGRAPH 4.3 OF ARTICLE 4 OF THE COMPANY
S ARTICLES OF ASSOCIATION FOR A PERIOD EXPIRING
AT THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR ON 19 JAN 2006, WHICHEVER IS EARLIER AND FOR
SUCH PERIOD THE MAXIMUM AMOUNT OF EQUITY SECURITIES
WHICH THE DIRECTORS MAY SO ALLOT IN ACCORDANCE
WITH PARAGRAPH 4.4 (C) OF ARTICLE 4 SECTION
95 PRESCRIBED AMOUNT REFERRED TO IN ARTICLE
4.4(C) SHALL BE GBP 44,234,986
S.11 AMEND ARTICLE 46.1 OF THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown No
OF THE COMPANY
S.12 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For *Management Position Unknown No
SECTION 163 OF THE COMPANIES ACT 1985 AS AMENDED
OF UP TO 305,752,223 OF ITS ORDINARY SHARES
OF 28 101/108 PENCE EACH, AT A MINIMUM PRICE
OF 28 101/108 PENCE FOR AN ORDINARY SHARE 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 ; 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
13. AMEND THE DIAGEO LONG TERM INCENTIVE PLAN IN Management For *Management Position Unknown No
ACCORDANCE WITH THE SCHEDULE OF AMENDMENTS PRODUCED
TO THE MEETING, SUBJECT TO THE PASSING OF RESOLUTION
11
14. AUTHORIZE THE BOARD TO AMEND THE DIAGEO EXECUTIVE Management For *Management Position Unknown No
SHARE OPTION PLAN IN ACCORDANCE WITH THE SCHEDULE
OF AMENDMENTS PRODUCED TO THE MEETING, SUBJECT
TO THE PASSING OF RESOLUTION 11
15. AMEND THE DISCRETIONARY INCENTIVE PLAN IN ACCORDANCE Management For *Management Position Unknown No
WITH THE SCHEDULE OF AMENDMENTS PRODUCED TO THE
MEETING, SUBJECT TO THE PASSING OF RESOLUTION
11
16. AUTHORIZE THE BOARD TO AMEND THE DIAGEO 2001 Management For *Management Position Unknown No
SHARE INCENTIVE PLAN IN ACCORDANCE WITH THE SCHEDULE
OF AMENDMENTS PRODUCED TO THE MEETING, SUBJECT
TO THE PASSING OF RESOLUTION 11
17. AUTHORIZE THE BOARD TO AMEND THE UK SHARESAVE Management For *Management Position Unknown No
SCHEME 2000 IN ACCORDANCE WITH THE SCHEDULE OF
AMENDMENTS PRODUCED TO THE MEETING, SUBJECT TO
THE PASSING OF RESOLUTION 11
18. AUTHORIZE THE BOARD TO AMEND THE DIAGEO 1999 Management For *Management Position Unknown No
IRISH SHARESAVE SCHEME IN ACCORDANCE WITH THE
SCHEDULE OF AMENDMENTS PRODUCED TO THE MEETING,
SUBJECT TO THE PASSING OF RESOLUTION 11
19. AMEND THE DIAGEO LONG TERM INCENTIVE PLAN IN Management For *Management Position Unknown No
ACCORDANCE WITH THE SCHEDULE OF AMENDMENTS PRODUCED
TO THE MEETING SO THAT THE MAXIMUM INDIVIDUAL
LIMIT ON ANNUAL AWARDS UNDER THE LONG TERM INCENTIVE
PLAN IS INCREASED TO 250% OF ANNUAL SALARY
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 70,000 70,000 70,000 10/19/2004
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
TELECOM ITALIA S P A NEW TI SGM Meeting Date: 10/25/2004
Issuer: T92778124 ISIN: IT0003497176 BLOCKING
SEDOL: 7634402
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown No
REACH QUORUM, THERE WILL BE A SECOND CALL ON
26 OCT 2004 (AND A THIRD CALL ON 27 OCT 2004).
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED.
PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL
BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING
IS CANCELLED. THANK YOU.
1. RECEIVE THE COMMON REPRESENTATIVE S REPORT ON Management For *Management Position Unknown No
THE FUND SET UP TO COVER THE NECESSARY EXPENSES
FOR THE PROTECTION OF SAVING SHARES INTERESTS
2. APPOINT SAVING SHARES COMMON REPRESENTATIVE AND Management For *Management Position Unknown No
APPROVE TO STATE RELATED EMOLUMENTS
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 379,600 379,600 379,600 10/20/2004
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
PUBLISHING AND BROADCASTING LIMITED PBL N/A AGM Meeting Date: 10/26/2004
Issuer: Q7788C108 ISIN: AU000000PBL6
SEDOL: 5636820, 6637082
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* RECEIVE AND APPROVE THE CONSOLIDATED FINANCIAL Non-Voting *Management Position Unknown No
STATEMENTS OF THE COMPANY AND ITS CONTROLLED
ENTITIES AND THE REPORTS OF THE DIRECTORS AND
THE AUDITOR FOR THE FYE 30 JUN 2004
a. ELECT MR. CHRISTOPHER ANDERSON AS A DIRECTOR, Management For *Management Position Unknown No
WHO RETIRES IN ACCORDANCE WITH CLAUSE 6.1(E)
OF THE COMPANY S CONSTITUTION
b. ELECT MR. SAMUEL CHISHOLM AS A DIRECTOR, WHO Management For *Management Position Unknown No
RETIRES IN ACCORDANCE WITH CLAUSE 6.1(E) OF THE
COMPANY S CONSTITUTION
c. RE-ELECT MR. ROWEN CRAIGIE AS A DIRECTOR, WHO Management For *Management Position Unknown No
RETIRES IN ACCORDANCE WITH CLAUSE 6.1(F) OF THE
COMPANY S CONSTITUTION
d. RE-ELECT MR. JAMES PACKER AS A DIRECTOR, WHO Management For *Management Position Unknown No
RETIRES IN ACCORDANCE WITH CLAUSE 6.1(F) OF THE
COMPANY S CONSTITUTION
e. RE-ELECT MR. KERRY PACKER AS A DIRECTOR, WHO Management For *Management Position Unknown No
RETIRES IN ACCORDANCE WITH CLAUSE 6.1(F) OF THE
COMPANY S CONSTITUTION
S.f APPROVE, FOR THE PURPOSES OF SECTION 260B(2) Management For *Management Position Unknown No
OF THE CORPORATIONS ACT 2001, THE GIVING OF FINANCIAL
ASSISTANCE BY BURSWOOD LIMITED BURSWOOD OR
ANY OF ITS SUBSIDIARIES WHETHER AS TRUSTEE OR
OTHERWISE IN CONNECTION WITH THE ACQUISITION
OF SHARES IN BURSWOOD BY PBL WA PTY LIMITED
BEING A WHOLLY SUBSIDIARY OF THE COMPANY AS
SPECIFIED
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 151,000 151,000 151,000 10/20/2004
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
THE NEWS CORPORATION LTD NWS AGM Meeting Date: 10/26/2004
Issuer: Q67027112 ISIN: AU000000NCP0
SEDOL: 0637163, 4633543, 5412105, 6633433, 6886925
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
1. RE-ELECT MR. K.E. COWLEY AS A DIRECTOR Management For *Management Position Unknown No
2. RE-ELECT MR. D.F. DEVOE AS A DIRECTOR Management For *Management Position Unknown No
3. ELECT MR. V. DINH AS A DIRECTOR Management For *Management Position Unknown No
4. ELECT MR. P.L. BARNES AS A DIRECTOR Management For *Management Position Unknown No
5. ELECT MR. J.L. THORNTON AS A DIRECTOR Management For *Management Position Unknown No
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 102,037 102,037 102,037 10/13/2004
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
THE NEWS CORPORATION LTD NWS EGM Meeting Date: 10/26/2004
Issuer: Q67027112 ISIN: AU000000NCP0
SEDOL: 0637163, 4633543, 5412105, 6633433, 6886925
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown No
AGENDA. IF HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
S.1 APPROVE, CONDITIONAL UPON APPROVAL BY SHAREHOLDERS Management For *Management Position Unknown No
OF THE SHARE SCHEME AND BY OPTIONHOLDERS OF THE
OPTION SCHEME, THE CAPITAL OF THE COMPANY BE
REDUCED BY CANCELING ALL OF THE ORDINARY SHARES
AND ALL OF THE PREFERRED SHARES IN THE CAPITAL
OF THE COMPANY, SUCH REDUCTION AND CANCELLATION
TO TAKE EFFECT UPON IMPLEMENTATION OF THE SHARE
SCHEME AS SPECIFIED
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 102,037 102,037 102,037 10/13/2004
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
THE NEWS CORPORATION LTD NWS CRT Meeting Date: 10/26/2004
Issuer: Q67027112 ISIN: AU000000NCP0
SEDOL: 0637163, 4633543, 5412105, 6633433, 6886925
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting *Management Position Unknown No
AGENDA. IF YOU HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
1. APPROVE THE SHARE SCHEME TO BE ENTERED INTO BETWEEN Management For *Management Position Unknown No
THE COMPANY ON THE ONE HAND AND THE ORDINARY
SHAREHOLDERS AND PREFERRED SHAREHOLDERS ON THE
OTHER FOR THE PURPOSES OF SECTION 411 OF THE
CORPORATIONS ACT 2001, CONDITIONAL UPON APPROVAL
BY THE OPTION HOLDERS OF THE OPTION SCHEME AND
BY SHAREHOLDERS OF THE CAPITAL REDUCTION
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 102,037 102,037 102,037 10/13/2004
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
HARMONY GOLD MINING CO LTD HMY EGM Meeting Date: 11/12/2004
Issuer: S34320101 ISIN: ZAE000015228
SEDOL: 0410568, 4410564, 6410562, 7413021
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting *Management Position Unknown No
1.O1 APPROVE, SUBJECT TO 3.O2 AND 2.S1, THE ACQUISITION Management Against *Management Position Unknown No
BY THE COMPANY OF THE SHARES IN THE ORDINARY
SHARE CAPITAL OF GOLD FIELDS LTD, BY WAY OF THE
EARLY SETTLEMENT OFFER AND THE SUBSEQUENT OFFER
2.S1 APPROVE, SUBJECT TO 1.O1 AND 3.O2, TO INCREASE Management Against *Management Position Unknown No
THE AUTHORIZED ORDINARY SHARE CAPITAL OF THE
COMPANY FROM ZAR 225,000,000 TO ZAR 600,000,000
BY THE CREATION OF 750,000,000 NEW ORDINARY SHARES
OF ZAR 0.50 EACH RANKING PARI PASSU WITH THE
EXISTING ORDINARY SHARES
3.O2 AUTHORIZE THE DIRECTORS OF THE COMPANY, SUBJECT Management Against *Management Position Unknown No
TO 1.O1 AND 2.S1, TO ALLOT AND ISSUE SUCH NUMBER
OF UNISSUED SHARES IN THE CAPITAL OF THE COMPANY
AS MAY BE NECESSARY TO IMPLEMENT THE OFFERS
4.O3 AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT Management Against *Management Position Unknown No
AND ISSUE, AFTER PROVIDING FOR THE HARMONY SHARE
OPTION SCHEMES OF 1994, 2001 AND 2003, THE REMAINING
UNISSUED SHARES INCLUDING THE NEW ORDINARY SHARES
CREATED ITO 2.S1
5.O4 AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT Management Against *Management Position Unknown No
AND ISSUE EQUITY SECURITIES, INCLUDING THE GRANT
OR ISSUE OF OPTIONS OR SECURITIES THAT ARE CONVERTIBLE
INTO AN EXISTING CLASS OF EQUITY SECURITIES,
FOR CASH
6.O5 AUTHORIZE THE DIRECTORS, SUBJECT TO 1.O1, 3.O2 Management Against *Management Position Unknown No
AND 2.S1, TO ALLOT AND ISSUE UNISSUED SHARES
IN THE COMPANY TO MVELAPHANDA GOLD, MEZZ SPV
OR TO THE PROVIDERS OF MEZZANINE FINANCE ITO
THE EMPOWERMENT TRANSACTION
7.O6 AUTHORIZE ANY 1 OF THE DIRECTORS OF THE COMPANY Management Against *Management Position Unknown No
TO DO ALL SUCH THINGS AND SIGN ALL SUCH DOCUMENTS
AS MAY BE NECESSARY FOR OR INCIDENTAL TO THE
IMPLEMENTATION OF THE OFFERS AND THE RESOLUTIONS
PROPOSED AT THE GENERAL MEETING
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 85,500 85,500 85,500 11/4/2004
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
HARMONY GOLD MINING CO LTD HMY AGM Meeting Date: 11/12/2004
Issuer: S34320101 ISIN: ZAE000015228
SEDOL: 0410568, 4410564, 6410562, 7413021
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown No
ID 204981 DUE TO CHANGE IN THE NUMBER OF RESOLUTIONS.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1. RECEIVE AND ADOPT THE ANNUAL FINANCIAL STATEMENTS Management For *Management Position Unknown No
FOR THE YE 30 JUN 2004 INCLUDING THE REPORTS
OF THE DIRECTORS AND THE AUDITORS
2. APPROVE TO FIX THE REMUNERATION OF THE DIRECTORS Management For *Management Position Unknown No
3. RE-ELECT THE NUMBER OF DIRECTORS BY WAY OF A Management Against *Management Position Unknown No
SINGLE RESOLUTION
4.1 RE-ELECT MR. R. MENELL AS A DIRECTOR Management For *Management Position Unknown No
4.2 RE-ELECT MR. M. MOTLOBA AS A DIRECTOR Management For *Management Position Unknown No
4.3 RE-ELECT DR. M.Z. NKOSI AS A DIRECTOR Management For *Management Position Unknown No
4.4 RE-ELECT MR. N.V. QANGULE AS A DIRECTOR Management For *Management Position Unknown No
5.1 RE-ELECT MR. F. DIPPENAAR AS A DIRECTOR, WHO Management For *Management Position Unknown No
RETIRES BY ROTATION
5.2 RE-ELECT MR. N. FAKUDE AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown No
BY ROTATION
5.3 RE-ELECT DR. S. LUSHABA AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown No
BY ROTATION
6.S1 APPROVE TO INCREASE THE SHARE CAPITAL OF THE Management Against *Management Position Unknown No
COMPANY FROM MYR 175,000,000 DIVIDED INTO 350,000,000
ORDINARY SHARES OF 50 CENTS EACH TO MYR 225,000,000
DIVIDED INTO 450,000,000 ORDINARY SHARES OF 50
CENTS EACH BY THE CREATION OF 100000000 NEW ORDINARY
SHARES OF 50 CENTS EACH RANKING PARI PASSU IN
ALL RESPECTS WITH THE EXISTING ORDINARY SHARES
IN THE AUTHORIZED SHARE CAPITAL OF THE COMPANY
6.S2 AUTHORIZE THE COMPANY OR ANY OF ITS SUBSIDIARIES, Management For *Management Position Unknown No
IN TERMS OF SECTION 85(2) OF THE COMPANIES ACT,
1973, TO ACQUIRE SHARES ISSUED BY THE COMPANY,
ON THE OPEN MARKET OF JSE, AS DETERMINED BY THE
DIRECTORS, BUT SUBJECT TO THE PROVISIONS OF THE
ACT AND THE LISTING REQUIREMENTS OF THE JSE,
NOT EXCEEDING IN AGGREGATE 20% OF THE COMPANY
S ISSUED ORDINARY SHARE CAPITAL IN ANY 1 FY,
AT A PRICE OF NO MORE THAN 10% ABOVE THE WEIGHTED
AVERAGE MARKET PRICE OF SUCH SHARES OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE NEXT AGM OR 15 MONTHS ; A
PAID PRESS ANNOUNCEMENT WILL BE PUBLISHED WHEN
THE COMPANY HAS ACQUIRED, ON A CUMULATIVE BASIS,
3% OF THE INITIAL NUMBER OF THE RELEVANT CLASS
OF SECURITIES AND FOR EACH 3% IN AGGREGATE OF
THE INITIAL NUMBER OF THAT CLASS ACQUIRED THEREAFTER
7.O1 AUTHORIZE THE DIRECTORS OF THE COMPANY TO ALLOT Management For *Management Position Unknown No
AND ISSUE, AFTER PROVIDING FOR THE REQUIREMENTS
OF THE HARMONY (1994) SHARE OPTION SCHEME, THE
HARMONY (2001) SHARE OPTION SCHEME AND THE HARMONY
(2003) SHARE OPTION SCHEME, ALL OR ANY OF THE
REMAINING UNISSUED SECURITIES IN THE CAPITAL
OF THE COMPANY AT SUCH TIME OR TIMES TO SUCH
PERSON OR PERSONS OR BODIES CORPORATE UPON SUCH
TERMS AND CONDITIONS AS THE DIRECTORS MAY FROM
TIME TO TIME AT THEIR SOLE DISCRETION DETERMINE,
SUBJECT TO THE PROVISIONS OF THE COMPANIES ACT,
1973 (ACT 61 IF 1973) AS AMENDED, AND THE LISTING
REQUIREMENTS OF THE JSE SECURITIES EXCHANGE OF
SOUTH AFRICA
8.O2 AUTHORIZE THE DIRECTORS, SUBJECT TO THE LISTING Management For *Management Position Unknown No
REQUIREMENTS OF THE JSE SECURITIES EXCHANGE SOUTH
AFRICA, TO ALLOT AND ISSUE EQUITY SECURITIES
FOR CASH, NOT EXCEEDING IN AGGREGATE 15% OF THE
NUMBER OF SHARES IN THE COMPANY S ISSUED SHARE
CAPITAL, AT THE MAXIMUM PERMITTED DISCOUNT OF
10% OF THE WEIGHTED AVERAGE TRADED PRICE OF SUCH
SHARES OVER THE 30 DAYS PRIOR TO THE DATE THAT
THE PRICE OF THE ISSUE IS DETERMINED BY THE DIRECTORS,
AND ISSUES AT A DISCOUNT GREATER THAN 10% MAY
BE UNDERTAKEN SUBJECT TO SPECIFIC SHAREHOLDER
CONSENT; AUTHORITY EXPIRES THE EARLIER OF THE
NEXT AGM OF THE COMPANY, OR 15 MONTHS ; A PAID
PRESS ANNOUNCEMENT GIVING FULL DETAILS, INCLUDING
THE IMPACT ON THE NET ASSET VALUE AND EARNINGS
PER SHARE, WILL BE PUBLISHED AT THE TIME OF ANY
ISSUE OF SHARES REPRESENTING, ON A CUMULATIVE
BASIS WITHIN ONE YEAR, 5% OR MORE OF THE NUMBER
OF THE COMPANY S ISSUED SHARES PRIOR TO ANY SUCH
ISSUE
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 85,500 85,500 85,500 11/4/2004
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
HARMONY GOLD MINING COMPANY LIMITED HMY Annual Meeting Date: 11/12/2004
Issuer: 413216 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 ADOPTION OF 2003 AUDITED FINANCIAL STATEMENTS Management For *Management Position Unknown No
02 TO FIX THE REMUNERATION OF DIRECTORS Management For *Management Position Unknown No
03 TO ELECT AND RE-ELECT A NUMBER OF DIRECTORS BY Management Against *Management Position Unknown No
SINGLE RESOLUTION
04 DIRECTOR Management For No
R MENELL Management For For
M MOTLOBA Management For For
DR M Z NKOSI Management For For
NV QANGULE Management For For
F DIPPENAAR Management For For
N FAKUDE Management For For
DR S LUSHABA Management For For
S1 TO INCREASE THE AUTHORISED SHARE CAPITAL Management Against *Management Position Unknown No
S2 TO GRANT AUTHORITY FOR REPURCHASES OF SECURITIES Management For *Management Position Unknown No
O1 TO PLACE THE BALANCE OF THE UNISSUED SECURITIES Management For *Management Position Unknown No
OF THE COMPANY UNDER THE CONTROL OF THE DIRECTORS
O2 TO AUTHORISE THE DIRECTORS TO ISSUE SECURITIES Management For *Management Position Unknown No
FOR CASH
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI 997G015 300 16,000 16,000 16,000 11/4/2004
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
HARMONY GOLD MINING COMPANY LIMITED HMY Special Meeting Date: 11/12/2004
Issuer: 413216 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
O6 TO AUTHORISE THE DIRECTORS TO SIGN ALL SUCH DOCUMENTS Management Against *Management Position Unknown No
AND DO ALL SUCH THINGS AS MAY BE NECESSARY FOR
OR INCIDENTAL TO THE IMPLEMENTATION OF THE OFFERS
O5 TO AUTHORISE THE DIRECTORS TO ISSUE SHARES IN Management Against *Management Position Unknown No
TERMS OF THE EMPOWERMENT TRANSACTION
O4 TO AUTHORISE THE DIRECTORS TO ISSUE SECURITIES Management Against *Management Position Unknown No
FOR CASH
O3 TO PLACE THE BALANCE OF THE UNISSUED SECURITIES Management Against *Management Position Unknown No
OF THE COMPANY UNDER THE CONTROL OF THE DIRECTORS
O2 TO ALLOT AND ISSUE ANY OF THE UNAUTHORISED SHARES Management Against *Management Position Unknown No
IN TERMS OF THE OFFERS
S1 TO INCREASE THE AUTHORISED SHARE CAPITAL Management Against *Management Position Unknown No
O1 TO APPROVE THE OFFERS Management Against *Management Position Unknown No
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI 997G015 300 16,000 16,000 16,000 11/4/2004
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
SANOFI-AVENTIS SNY EGM Meeting Date: 12/23/2004
Issuer: F5548N101 ISIN: FR0000120578 BLOCKING
SEDOL: 7166239, B043B67, 5696589, B01DR51, 5671735
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown No
REACH QUORUM, THERE WILL BE A SECOND CALL ON
23 DEC 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU
1. ACKNOWLEDGE THE AMALGAMATION-MERGER PROJECT OF Management For *Management Position Unknown No
AVENTIS BY SANOFI-AVENTIS DATED 14 OCT 2004, UNDER
WHICH IT IS STATED THAT THE AVENTIS SHALL CONTRIBUTE
THE TOTAL OF ITS ASSETS (EUR 41,208,544,876.00), WITH
THE CORRESPONDING TAKING-OVER OF ALL ITS LIABILITIES
(EUR 14,099,319,197.00) AND APPROVE THE TERMS AND
CONDITIONS OF THIS AGREEMENT; NET WORTH: EUR
27,109,225,679.00; AND ALSO APPROVE THE PAYMENT FOR
THE CONTRIBUTIONS ACCORDING TO A RATIO OF EXCHANGE OF
27 SANOFI-AVENTIS SHARES AGAINST 23 AVENTIS SHARES AND
THE OPERATION SHALL BE FINAL ON 31 DEC 2004;
CONSEQUENTLY, THE GENERAL MEETING DECIDES TO INCREASE
THE SHARE CAPITAL BY EUR 38,245,770.00 TO INCREASE IT
FROM EUR 2,784,562,864.00 TO EUR 2,822,808,634.00, BY
THE CREATION OF 19,122,885 NEW FULLY PAID-UP SHARES OF
A PAR VALUE OF EUR 2.00 EACH, TO BE DISTRIBUTED AMONG
THE SHAREHOLDERS OF THE ACQUIRED COMPANY, WITH A RATIO
OF EXCHANGE OF 27 SANOFI-AVENTIS SHARES AGAINST 23
AVENTIS SHARES, BEARING AN ACCRUING DIVIDEND AS
DECIDED AFTER THEIR ISSUE; THE MERGER SURPLUS OF EUR
508,561,335.00 SHALL BE REGISTERED IN A MERGER SURPLUS
ACCOUNT; THE AMOUNT OF THE DIVIDENDS RECEIVED BY
AVENTIS FOR THE SANOFI-AVENTIS SHARES IT HOLDS, WHICH
REPRESENTS EUR 27,894,216.00 SHALL BE CHARGED TO THE
MERGER SURPLUS ACCOUNT, THUS AMOUNTING TO EUR
536,455,551.00; CAPITAL LOSS ON TRANSFERRED SHARES:
EUR 25,277,722,121.00
2. AUTHORIZE THE BOARD OF DIRECTORS, SUBJECT TO Management For *Management Position Unknown No
THE REALIZATION OF THE CONDITIONS AIMED AT ARTICLE NO.
14 OF THE AMALGAMATION-MERGER TREATY, TO WITHDRAW FROM
THE MERGER PREMIUM ALL NECESSARY AMOUNTS IN ORDER TO:
FUND THE LEGAL RESERVE: 10% OF THE CAPITAL EXISTING
AFTER THE AMALGAMATION-MERGER, FUND THE SPECIAL
RESERVE ON LONG-TERM CAPITAL GAINS: EUR
319,518,918.00; FUN OTHER RESERVES AND PROVISIONS TO
CHARGE ALL FEES, EXPENSES AND RIGHT RESULTING FROM THE
AMALGAMATION-MERGER; THE GENERAL MEETING ALSO DECIDES
TO CHARGE THE CAPITAL LOSS ON TRANSFERRED SHARES TO
THE SHARE PREMIUM, THUS AMOUNTING TO EUR
9,863,155,240.00
3. APPROVE THE SUBSTITUTION OF SANOFI-AVENTIS IN Management For *Management Position Unknown No
THE AVENTIS COMMITMENTS RELATING TO THE EQUITY
WARRANTS ISSUED BY AVENTIS; ONCE THE MERGER IS
EFFECTIVE, THE AVENTIS EQUITY WARRANTS SHALL
GIVE RIGHT TO SANOFI-AVENTIS SHARES AND THEIR
NUMBER SHALL CORRESPOND TO THE NUMBER OF AVENTIS
SHARES THESE EQUITY WARRANTS SHALL GIVE RIGHT
AFTER THE IMPLEMENTATION OF THE RATIO OF EXCHANGE
OF 27 AGAINST 23; THE GENERAL MEETING DECIDES
TO RELINQUISH, TO THE BENEFIT OF THE EQUITY WARRANT
HOLDERS, TO THE PRE-EMPTIVE RIGHT OF SUBSCRIPTION
TO SHARES TO BE ISSUED BY SANOFI-AVENTIS IN ORDER
TO INCREASE THE SHARE CAPITAL FOR A MAXIMUM NUMBER
OF 301,986; AND APPROVE TO DELEGATE ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
4. APPROVE THE SUBSTITUTION OF SANOFI-AVENTIS IN Management For *Management Position Unknown No
ALL THE OBLIGATIONS RESULTING FROM THE AVENTIS
COMMITMENTS REGARDING THE HOLDERS OF THE 48,080,289
OPTIONS GRANTING THE RIGHT TO THE SUBSCRIBE AVENTIS
SHARES; AFTER THE AMALGAMATION-MERGER IS FINAL,
SANOFI-AVENTIS SHARES SHALL BE ALLOTTED TO THE
BENEFICIARIES OF OPTIONS GRANTING THE RIGHT TO
SUBSCRIBE AVENTIS SHARES; THE GENERAL MEETING DECIDES
TO RELINQUISH, TO THE BENEFIT OF THE OPTION HOLDERS,
TO THE PRE-EMPTIVE RIGHT OF SUBSCRIPTION TO SHARES TO
BE ISSUED BY SANOFI-AVENTIS IN ORDER TO INCREASE THE
SHARE CAPITAL; AND AUTHORIZE THE BOARD OF DIRECTORS TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
5. ACKNOWLEDGE THAT THE AMALGAMATION SHALL BE DEFINITELY Management For *Management Position Unknown No
REALIZED ON 31 DEC 2004, AND THAT CONSEQUENTLY,
AVENTIS SHALL BE DISSOLVED WITHOUT LIQUIDATION
ON 31 DEC 2004
6. AMEND THE ARTICLES OF ASSOCIATION AS FOLLOWS: Management For *Management Position Unknown No
ARTICLE 6 (SHARE CAPITAL): THE SHARE CAPITAL
IS SET AT EUR 2,822,808,634.00 AND IS DIVIDED
INTO 1,411,404,317 FULLY PAID-UP SHARES OF A
PAR VALUE OF EUR 2.00 EACH
7. AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown No
THE SHARE CAPITAL, BY WAY OF ISSUING, WITHOUT
THE PRE-EMPTIVE RIGHT OF SUBSCRIPTION, SHARES
GIVING ACCESS TO SANOFI-AVENTIS CAPITAL TO THE
BENEFIT OF THE COMPANY S EMPLOYEES, IN ACCORDANCE
WITH THE LEGAL PROVISIONS OF ARTICLE: L.225-138
C AND L 443-5 C; AUTHORITY IS GIVEN FOR A PERIOD
EXPIRING ON 23 AUG 2006 ; AUTHORIZE THE BOARD
OF DIRECTORS TO MAKE USE OF RESOLUTIONS 8 AND
10 OF THE COMBINED GENERAL MEETING OF 23 JUN
2004 IN ORDER TO ALLOT TO SANOFI-AVENTIS EMPLOYEES
FREE SHARES OR OTHER SECURITIES GIVING ACCESS
TO THE CAPITAL, IN ADDITION TO SHARES TO BE SUBSCRIBED
BY CASH; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES; THE PRESENT DELEGATION
CANCELS ALL PREVIOUS DELEGATIONS IN ORDER TO
INCREASE SANOFI-AVENTIS CAPITAL BY WAY OF ISSUING
SHARES GRANTED TO EMPLOYEES, WITHOUT THE PRE-EMPTIVE
RIGHT OF SUBSCRIPTIONS AND IT CANCELS AND REPLACES,
FOR ITS PART UNUSED, THE DELEGATION GIVEN IN
RESOLUTION 11 AT THE GENERAL MEETING OF 23 JUN
2004
8. GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown No
EXTRACT OF THE MINUTES OF THE PRESENT IN ORDER
TO ACCOMPLISH ALL DEPOSITS AND PUBLICATIONS WHICH
ARE PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting *Management Position Unknown No
SEE HTTP://ICS.ADP.COM/MARKETGUIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE
PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO
OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND
DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT
SHAREOWNERS: PROXY CARDS: ADP WILL FORWARD
VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS
THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON
ADP VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN
THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN.
IF YOU ARE UNSURE WHETHER YOUR GLOBAL CUSTODIAN
ACTS AS REGISTERED INTERMEDIARY, PLEASE CONTACT
ADP. TRADES/VOTE INSTRUCTIONS: SINCE FRANCE
MAINTAINS A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS
SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL)
FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL
AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED
TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF
THE POSITION CHANGE VIA THE ACCOUNT POSITION
COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT
WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE
NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS
WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED
TO AMEND THE VOTE INSTRUCTION AND RELEASE THE
SHARES FOR SETTLEMENT OF THE SALE TRANSACTION.
THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS
WITH A SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
* PLEASE NOTE THAT THE MEETING HELD ON 13 DEC 2004 Non-Voting *Management Position Unknown No
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 23
DEC 2004. PLEASE ALSO NOTE THAT THE NEW CUTOFF
DATE IS 09 DEC 2004. IF YOU HAVE ALREADY SENT
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 18,872 18,872 19,872 11/30/2004
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
NRJ GROUP N/A MIX Meeting Date: 02/17/2005
Issuer: F6637Z112 ISIN: FR0000121691 BLOCKING
SEDOL: 5996126
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
O.1 ACKNOWLEDGE THE NOTE OF THE EXECUTIVE COMMITTEE Management For *Management Position Unknown No
S MANAGEMENT REPORT, THE REPORTS OF THE SUPERVISORY
BOARD AND THE CHAIRMAN OF THE SUPERVISORY BOARD,
AS WELL AS THE GENERAL REPORT OF THE AUDITORS,
APPROVE THE ACCOUNTS AND THE BALANCE SHEET FOR
THE FYE 30 SEP 2004, IN THE FORM PRESENTED TO
THE MEETING; APPROVE THE NON-DEDUCTIBLE FEES
AND EXPENSES OF EUR 11,832.00 WITH A CORRESPONDING
TAX OF EUR 354.99
O.2 ACKNOWLEDGE THE NOTE OF THE REPORT OF THE EXECUTIVE Management For *Management Position Unknown No
COMMITTEE ON THE GROUP MANAGEMENT INCLUDED IN
THE MANAGEMENT REPORT, THE REPORTS OF THE SUPERVISORY
BOARD, THE CHAIRMAN OF THE SUPERVISORY BOARD
AND THE STATUTORY AUDITORS, APPROVE THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE SAID FY, IN THE
FORM PRESENTED TO THE MEETING, SHOWING A CONSOLIDATED
RESULT OF EUR 70,562,000.00 AND A NET PROFIT
GROUP SHARE OF EUR 70,568,000.00
O.3 APPROVE THE APPROPRIATION OF THE PROFITS AS FOLLOWS: Management For *Management Position Unknown No
PROFITS FOR THE FY: EUR 32,246,136.39 TO THE
GLOBAL DIVIDEND: EUR 25,079,404.16 THE BALANCE
TO THE ORDINARY RESERVE: EUR 7,166,732.23 THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR
0.29 PER SHARE; THIS DIVIDEND WILL BE PAID ON
28 FEB 2005
O.4 ACKNOWLEDGE THE NOTE OF THE SPECIAL REPORT OF Management For *Management Position Unknown No
THE AUDITORS ON AGREEMENTS GOVERNED BY ARTICLES
L.225-86 ET SEQ. OF THE FRENCH COMMERCIAL CODE,
APPROVE THE SAID REPORT AND THE AGREEMENTS REFERRED
TO THEREIN
O.5 ACKNOWLEDGE THE NOTE OF THE INFORMATION MENTIONED Management For *Management Position Unknown No
IN THE REPORTS OF THE CHAIRMAN OF THE SUPERVISORY
BOARD AND THE AUDITORS ON THE INTERNAL CONTROL
PROCEDURES
O.6 ACKNOWLEDGE THE NOTE OF THE REPORT OF THE EXECUTIVE Management For *Management Position Unknown No
COMMITTEE ON THE USE OF THE AUTHORIZATION GRANTED
BY THE EGM OF 13 SEP 2001 AND THE SPECIAL REPORT
OF THE EXECUTIVE COMMITTEE ON STOCK OPTION PLANS
O.7 GRANT PERMANENT DISCHARGE TO THE MEMBERS OF THE Management For *Management Position Unknown No
EXECUTIVE COMMITTEE, OF THE SUPERVISORY BOARD
AND TO THE AUDITORS FOR THE PERFORMANCE OF THEIR
DUTIES DURING THE SAID FY
O.8 APPROVE TO SET AN AMOUNT OF EUR 50,000.00 TO Management For *Management Position Unknown No
BE ALLOCATED TO ITS MEMBERS AS ATTENDANCE FEES
O.9 AUTHORIZE THE EXECUTIVE COMMITTEE TO TRADE THE Management For *Management Position Unknown No
COMPANY S SHARES ON THE STOCK EXCHANGE, NOTABLY
IN VIEW OF ADJUSTING THEIR PRICE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 30.00,
MINIMUM SELLING PRICE: EUR 12.00, MAXIMUM NUMBER
OF SHARES TO BE TRADED: 3% OF THE NUMBER OF SHARES
MAKING UP THE SHARE CAPITAL; AUTHORITY EXPIRES
AT THE END OF 18 MONTHS AND TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.10 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown No
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRESCRIBED BY LAW
E.11 APPROVE TO CHANGE THE END-DATE OF THE COMPANY Management For *Management Position Unknown No
FY TO 31 DEC OF EVERY YEAR
E.12 AMEND THE ARTICLE OF ASSOCIATION NUMBER 16 AS Management For *Management Position Unknown No
FOLLOWS: ARTICLE 16 - FY: THE FY SHALL COMMENCE
ON 01 JAN AND END ON 31 DEC
E.13 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown No
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND
REGISTRATIONS PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting *Management Position Unknown No
SEE HTTP://ICS.ADP.COM/MARKETGUIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1
TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON
COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR TO THE
MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST
COMPLETE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO
THE SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT
DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWNERS: PROXY CARDS: ADP WILL
FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS
THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP
VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PROXY
CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE
UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS
REGISTERED INTERMEDIARY, PLEASE CONTACT ADP.
TRADES/VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A
VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS SUBMITTED
THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE
FULL SECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMITTED TO ADP AND THE
GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE
VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A
PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL
CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR
VOTING. THIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS
INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND RELEASE
THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION.
THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS WITH A
SETTLEMENT DATE PRIOR TO MEETING DATE + 1
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 15,575 15,575 15,575 2/7/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
ROCHE HLDG LTD RHHBY.PK AGM Meeting Date: 02/28/2005
Issuer: H69293217 ISIN: CH0012032048
SEDOL: 7110388, 7119158, 7618086
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown No
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS
* PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting *Management Position Unknown No
RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING
PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD
BY CONTACTING YOUR CLIENT REPRESENTATIVE AT ADP.
THANK YOU
1. APPROVE THE ANNUAL REPORT, FINANCIAL STATEMENTS Non-Voting *Management Position Unknown No
AND THE CONSOLIDATED FINANCIAL STATEMENTS FOR
2004
2. RATIFY THE ACTIONS TAKEN BY BOARD OF DIRECTORS Non-Voting *Management Position Unknown No
MEMBERS IN 2004
3. APPROVE THE DISTRIBUTION OF AN ORDINARY DIVIDED Non-Voting *Management Position Unknown No
OF CHF 2.00 GROSS PER SHARE AND NON-VOTING EQUITY
SECURITY
4.1 RE-ELECT PROF. JOHN BELL AS A DIRECTOR FOR A Non-Voting *Management Position Unknown No
TERM OF 4 YEARS AS PROVIDED BY THE ARTICLES OF
ASSOCIATION
4.2 RE-ELECT MR. ANDRE HOFFMANN AS A DIRECTOR FOR Non-Voting *Management Position Unknown No
A TERM OF 4 YEARS AS PROVIDED BY THE ARTICLES
OF ASSOCIATION
4.3 RE-ELECT DR. FRANZ B. HUMER AS A DIRECTOR FOR Non-Voting *Management Position Unknown No
A TERM OF 4 YEARS AS PROVIDED BY THE ARTICLES
OF ASSOCIATION
5. RE-ELECT KPMG KLYNVELD PEAT MARWICK GOERDELER Non-Voting *Management Position Unknown No
SA AS THE STATUTORY AND THE GROUP AUDITORS FOR
THE FY 2005
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 9,000 0 9,000
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
NOVARTIS AG, BASEL NVS AGM Meeting Date: 03/01/2005
Issuer: H5820Q150 ISIN: CH0012005267 BLOCKING
SEDOL: 7103065
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register For *Management Position Unknown No
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
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 25,000 25,000 25,000 1/24/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
NOVARTIS AG, BASEL NVS AGM Meeting Date: 03/01/2005
Issuer: H5820Q150 ISIN: CH0012005267 BLOCKING
SEDOL: 7103065
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE ANNUAL REPORT, THE FINANCIAL STATEMENTS Management For *Management Position Unknown No
OF NOVARTIS AG AND THE GROUP CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR 2004
2. APPROVE THE ACTIVITIES OF THE BOARD OF DIRECTORS Management For *Management Position Unknown No
3. APPROVE THE APPROPRIATION OF AVAILABLE EARNINGS Management For *Management Position Unknown No
OF NOVARTIS AG AS PER BALANCE SHEET AND DECLARE
A DIVIDEND; A TOTAL DIVIDEND PAYMENT OF CHF 2,610,034,767
IS EQUIVALENT TO A GROSS DIVIDEND OF CHF 1.05
PER REGISTERED SHARE OF CHF 0.50 NOMINAL VALUE
ENTITLED TO DIVIDENDS, PAYMENT WILL BE MADE WITH
EFFECT FROM 04 MAR 2005
4. APPROVE TO REDUCE THE SHARE CAPITAL BY CHF 19,019,500, Management For *Management Position Unknown No
FROM CHF 1,388,605,000 TO CHF 1,369,585,500,
THAT THE CORRESPONDING NUMBER OF REGISTERED SHARES
BE SUBSEQUENTLY CANCELLED AND AMEND THE RELEVANT
CLAUSE IN THE ARTICLES OF INCORPORATION
5. AUTHORIZE THE BOARD OF DIRECTORS I) TO LAUNCH Management For *Management Position Unknown No
A FIFTH SHARE REPURCHASE PROGRAM TO A MAXIMUM
AMOUNT OF CHF 4 BILLION, WITH THE AIM OF CANCELING
THE SHARES BOUGHT BACK AND II) TO REPURCHASE
FOR CANCELLATION OWN SHARES BEYOND THE LIMIT
OF 10% OF THE SHARE CAPITAL OF NOVARTIS AG IN
THE COURSE OF EITHER THE COMPLETION OF THE EXISTING
FOURTH SHARE REPURCHASE PROGRAM OF CHF 3 BILLION
OR THE IMPLEMENTATION OF THE FIFTH PROGRAM
6.1 RE-ELECT DR. H.C. BIRGIT BREUEL AS A BOARD OF Management For *Management Position Unknown No
DIRECTOR FOR A TWO-YEAR TERM
6.2 RE-ELECT PROF. DR. PETER BURCKHARDT AS A BOARD Management For *Management Position Unknown No
OF DIRECTOR FOR A THREE-YEAR TERM EACH
6.3 RE-ELECT MR. ALEXANDRE F. JETZER AS A BOARD OF Management For *Management Position Unknown No
DIRECTOR FOR A THREE-YEAR TERM EACH
6.4 RE-ELECT MR. PIERRE LANDOLT AS A BOARD OF DIRECTOR Management For *Management Position Unknown No
FOR A THREE-YEAR TERM EACH
6.5 RE-ELECT PROF. DR. ULRICH LEHNER AS A BOARD OF Management For *Management Position Unknown No
DIRECTOR FOR A THREE-YEAR TERM EACH
7. APPOINT PRICEWATERHOUSECOOPERS AG, AS THE AUDITORS Management For *Management Position Unknown No
AND THE GROUP AUDITORS, FOR A FURTHER YEAR
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown No
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting *Management Position Unknown No
NOTICE SENT UNDER MEETING 206785, INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE ADP CUTOFF DATE
WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 25,000 25,000 25,000 2/8/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
PUBLISHING AND BROADCASTING LIMITED PBL N/A EGM Meeting Date: 03/04/2005
Issuer: Q7788C108 ISIN: AU000000PBL6
SEDOL: 5636820, 6637082
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting *Management Position Unknown No
1. APPROVE, FOR THE PURPOSES OF ASX LISTING RULES Management For *Management Position Unknown No
10.1 AND 10.11, SECTION 208 OF THE CORPORATIONS
ACT AND FOR ALL OTHER PURPOSES, THE ACQUISITION
BY THE PUBLISHING AND BROADCASTING LIMITED PBL
OF 50% OF HOYTS FROM CONSOLIDATED PRESS HOLDINGS
LIMITED CPH AND IN CONNECTION WITH SUCH INVESTMENT,
PBL PROVIDING THE SALE CONSIDERATION TO CPH SELLER
INCLUDING THE ISSUE TO CPH SELLER OF 11,136,925
PBL SHARES AS SHARE CONSIDERATION
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 146,000 146,000 146,000 2/17/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
STRAUMANN HOLDING AG, WALDENBURG SAUHF.PK AGM Meeting Date: 03/24/2005
Issuer: H8300N119 ISIN: CH0012280076 BLOCKING
SEDOL: 7156832
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Swiss Register For *Management Position Unknown No
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. THANK YOU.
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown No
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 3,000 3,000 3,000 2/28/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
STRAUMANN HOLDING AG, WALDENBURG SAUHF.PK AGM Meeting Date: 03/24/2005
Issuer: H8300N119 ISIN: CH0012280076 BLOCKING
SEDOL: 7156832
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting *Management Position Unknown No
NOTICE SENT UNDER MEETING ID 213108, INCLUDING
THE AGENDA. TO VOTE IN THE UPCOMING MEETING,
YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE ADP CUTOFF DATE
WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown No
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS
1. RECEIVE THE ANNUAL REPORT 2004 AND REPORTS OF Management For *Management Position Unknown No
THE AUDITORS AND THE GROUP AUDITORS
2. APPROVE THE ANNUAL REPORT 2004, ANNUAL FINANCIAL Management For *Management Position Unknown No
STATEMENTS 2004 AND CONSOLIDATED FINANCIAL STATEMENTS
2004
3. APPROVE APPROPRIATION OF THE BALANCE SHEET PROFIT; Management For *Management Position Unknown No
ALLOCATION OF INCOME AND DIVIDENDS OF CHF 2.00
PER SHARE
4. GRANT DISCHARGE TO THE BOARD OF DIRECTORS Management For *Management Position Unknown No
5. ELECT MR. RUDOLF MAAG, MR. SEBASTIAN BURCKHARDT Management For *Management Position Unknown No
AND MR. JUERG MORANT AS THE BOARD OF DIRECTORS
6. ELECT PROCEWATERHOUSECOOPERS AS THE AUDITORS Management For *Management Position Unknown No
8. AMEND NUMERALS 3.1.3 AND 3.1.8 OF THE ARTICLES Management For *Management Position Unknown No
OF ASSOCIATION
7. APPROVE THE MOVEMENT AND CHANGE OF HEADING AND Management For *Management Position Unknown No
NUMERAL 1.1 OF THE ARTICLES OF ASSOCIATION
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 3,000 3,000 3,000 3/4/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
PETROLEO BRASILEIRO S.A. - PETROBRAS PBR Special Meeting Date: 03/31/2005
Issuer: 71654V ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 APPROVAL OF THE MANAGEMENT REPORT, THE FINANCIAL Management For For No
STATEMENTS AND AUDIT COMMITTEE S OPINION FOR
THE FISCAL YEAR 2004.
02 APPROVAL OF THE CAPITAL EXPENDITURES BUDGET FOR Management For For No
THE FISCAL YEAR 2005.
03 APPROVAL OF THE DISTRIBUTION OF RESULTS FOR THE Management For For No
FISCAL YEAR 2004.
04 APPROVAL OF THE ELECTION OF MEMBERS TO THE BOARD Management For For No
OF DIRECTORS, AUDIT COMMITTEE AND THEIR RESPECTIVE
SUBSTITUTES, TO VOTE IN THE SAME MANNER AS THE
MAJORITY OF THE SHAREHOLDERS AT THE MEETING.*
05 APPROVAL OF THE ELECTION OF THE CHAIRMAN OF THE Management For For No
BOARD OF DIRECTORS.
06 APPROVAL OF THE ESTABLISHMENT OF THE COMPENSATION Management For For No
OF MANAGEMENT AND EFFECTIVE MEMBERS OF THE AUDIT
COMMITTEE, AS WELL AS THEIR PARTICIPATION IN
THE PROFITS PURSUANT TO ARTICLES 41 AND 56 OF
THE COMPANY S BYLAWS.
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI 997G015 408 17,000 17,000 17,000 3/18/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
TELECOM ITALIA S P A NEW TI EGM Meeting Date: 04/05/2005
Issuer: T92778108 ISIN: IT0003497168 BLOCKING
SEDOL: 7649882, 7634394
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown No
REACH QUORUM, THERE WILL BE A SECOND CALL ON
06 APR 2005 AND A THIRD CALL ON 07 APR 2005.
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED.
PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL
BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING
IS CANCELLED. THANK YOU.
1. APPROVE THE MERGER PLAN OF TELECOM ITALIA MOBILE Management For *Management Position Unknown No
SPA INTO TELECOM ITALIA SPA, RELATED AND CONSEQUENT
RESOLUTIONS
* PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIVE Non-Voting *Management Position Unknown No
IN RECORD DATE. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 285,000 285,000 285,000 3/15/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
TELECOM ITALIA S P A NEW TI MIX Meeting Date: 04/05/2005
Issuer: T92778108 ISIN: IT0003497168 BLOCKING
SEDOL: 7649882, 7634394
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown No
REACH QUORUM, THERE WILL BE A SECOND CALL ON
06 APR 2005 (AND A THIRD CALL ON 07 APR 2005).
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED.
PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL
BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING
IS CANCELLED. THANK YOU.
E.1 APPROVE THE MERGER BY INCORPORATION OF TELECOM Management For *Management Position Unknown No
ITALIA MOBILE SPA INTO TELECOM ITALIA SPA AND
THE RESOLUTIONS RELATED THERE TO
O.1 APPROVE THE BALANCE SHEET REPORT AS OF 31 DEC Management For *Management Position Unknown No
04 AND THE RESOLUTIONS RELATED THERETO
O.2 APPROVE TO INTEGRATE THE BOARD OF DIRECTORS Management For *Management Position Unknown No
MEMBERS NUMBER; APPROVE UPON RESTATING THE BOARD
OF DIRECTORS MEMBERS NUMBER, STATING THE BOARD
OF DIRECTORS YEARLY EMOLUMENTS AND APPOINT TWO
NEW MEMBERS
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 285,000 285,000 285,000 3/15/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
VIVENDI UNIVERSAL V OGM Meeting Date: 04/18/2005
Issuer: F7063C114 ISIN: FR0000127771 BLOCKING
SEDOL: 4834777, 4859587, 4841379, 4863470
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
O.15 APPOINT MR. JEAN RENE FOURTOU AS A MEMBER OF Management For *Management Position Unknown No
THE SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
O.16 APPOINT MR. CLAUDE BEBEAR AS A MEMBER OF THE Management For *Management Position Unknown No
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
O.17 APPOINT MR. GERARD BREMOND AS A MEMBER OF THE Management For *Management Position Unknown No
SUPERVISORY BOARD FOR A PERIOD 3 YEARS
O.18 APPOINT MR. FERNANDO FALCO AS A MEMBER OF THE Management For *Management Position Unknown No
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
O.19 APPOINT MR. PAUL FRIBOURG AS A MEMBER OF THE Management For *Management Position Unknown No
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
O.20 APPOINT MR. GABRIEL HAWAWINI AS A MEMBER OF THE Management For *Management Position Unknown No
SUPERVISORY BOARD FOR A PERIOD OF 1 YEAR
O.21 APPOINT MR. HENRI LACHMANN AS A MEMBER OF THE Management For *Management Position Unknown No
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
O.22 APPOINT MR. RODOCANACHI AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown No
BOARD FOR A PERIOD OF 3 YEARS
O.23 APPOINT MR. KAREL VAN MIERT AS A MEMBER OF THE Management For *Management Position Unknown No
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
O.24 APPOINT MRS. SARAH FRANK AS A MEMBER OF THE Management For *Management Position Unknown No
SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.25 APPOINT MR. PATRICK KRON AS A MEMBER OF THE Management For *Management Position Unknown No
SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.26 APPOINT MR. ANDRZEJ OLECHOWSKI AS A MEMBER OF Management For *Management Position Unknown No
THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.27 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 1,200,000.00 Management For *Management Position Unknown No
TO THE SUPERVISORY BOARD
O.28 APPROVE TO RENEW THE TERM OF OFFICE OF THE CABINET Management For *Management Position Unknown No
ALUSTRO-REYDEL AS THE STATUTORY AUDITOR FOR A
PERIOD OF 6 YEARS
O.29 APPOINT MR. SAN CLAUDE REYDEL IN REPLACEMENT Management For *Management Position Unknown No
OF MR. HUBERT LUNEAU AS A DEPUTY AUDITOR FOR
A PERIOD OF 6 YEARS
O.30 AUTHORIZE THE BOARD OF DIRECTORS OR IF THE RESOLUTIONS Management For *Management Position Unknown No
NUMBERS E.5 AND O.6 ARE ADOPTED, THE EXECUTIVE
COMMITTEE TO TRADE IN THE COMPANY S SHARES ON
THE STOCK MARKET, AS PER THE FOLLOWING CONDITIONS:
MAXIMUM PURCHASE PRICE: EUR 40.00 THE PURCHASE
AMOUNT ACCUMULATED UPON THE BASIS OF AN AVERAGE
PRICE OF EUR 24.00 PER SHARE, WILL NOT EXCEED
EUR 2,570,000,000.00; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; THE PRESENT DELEGATION CANCELS
AND REPLACES FOR THE REMAINING PERIOD, THE DELEGATION
GIVEN BY THE CGM OF 06 MAY 2004; AND AUTHORIZE
THE BOARD OF DIRECTORS, OR IF THE RESOLUTIONS
NUMBER E.5 AND O.6 ARE ADOPTED, TO THE EXECUTIVE
COMMITTEE, TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
O.31 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown No
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND
REGISTRATIONS PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting *Management Position Unknown No
SEE HTTP://ICS.ADP.COM/MARKETGUIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1
TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON
COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR TO THE
MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST
COMPLETE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO
THE SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT
DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWNERS: PROXY CARDS: ADP WILL
FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS
THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP
VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PROXY
CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE
UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS
REGISTERED INTERMEDIARY, PLEASE CONTACT ADP.
TRADES/VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A
VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS SUBMITTED
THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE
FULL SECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMITTED TO ADP AND THE
GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE
VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A
PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL
CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR
VOTING. THIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS
INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND RELEASE
THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION.
THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS WITH A
SETTLEMENT DATE PRIOR TO MEETING DATE + 1
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown No
REACH QUORUM, THERE WILL BE A SECOND CALL ON
28 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU.
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown No
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS,
APPROVES THE FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE YEAR 2004, IN THE FORM PRESENTED
TO THE MEETING
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown No
AND THE STATUTORY AUDITORS, AND APPROVE THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN
THE FORM PRESENTED TO THE MEETING
O.3 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown No
AGREEMENTS GOVERNED BY ARTICLES L. 225-40 OF
THE FRENCH COMMERCIAL CODE AND APPROVE THE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
O.4 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown No
AND RESOLVE TO APPROPRIATE THE PROFITS OF EUR
1,227,292,200.00 AS FOLLOWS: LEGAL RESERVE: EUR
61,364,610.00, GLOBAL DIVIDEND: EUR 643,574,618.00,
CARRY FORWARD ACCOUNT: EUR 522,352,972.00; THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 0.60
PER SHARE, THIS DIVIDEND WILL BE PAID ON 04 MAY 2005,
THE SUM OF EUR 3,251,101.00 CORRESPONDING TO THE
AMOUNT OF THE SPECIAL RESERVE ON LONG-TERM CAPITAL
GAINS, REGISTERED IN THE INDIVIDUAL ACCOUNTS ON 21 DEC
2004, WILL BE TRANSFERRED TO THE OTHER RESERVES
ACCOUNT, AS REQUIRED BY LAW
E.5 APPROVE THAT THE COMPANY SHALL BE RULED BY AN Management For *Management Position Unknown No
EXECUTIVE COMMITTEE AND A SUPERVISORY BOARD
O.6 RECEIVE THE BOARD OF DIRECTORS REPORT AND ADOPT Management For *Management Position Unknown No
THE TEXT OF THE NEW ARTICLES OF ASSOCIATION WHICH
WILL GOVERN HENCE FORTH THE COMPANY
O.7 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE Management For *Management Position Unknown No
RESOLUTIONS NUMBERS E.5 AND O.6 ARE ADOPTED, TO THE
EXECUTIVE COMMITTEE, TO INCREASE IN ONE OR MORE
TRANSACTIONS, IN FRANCE OR ABROAD, WITH SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS MAINTAINED, THE SHARE
CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR
1,000,000,000.00, BY WAY OF ISSUING ORDINARY SHARES OF
THE COMPANY AS WELL AS ANY KIND OF SECURITIES GIVING
ACCESS BY ANY MEANS TO ORDINARY SHARES OF THE COMPANY
AUTHORITY EXPIRES AT THE END OF 26 MONTHS , IT CANCELS
AND REPLACES THE DELEGATION SET FORTH IN RESOLUTION
NUMBER 17 AND GIVEN BY THE GENERAL MEETING OF 29 APR
2003
O.8 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE RESOLUTION Management For *Management Position Unknown No
NUMBERS E.5 AND O.6 ARE ADOPTED, TO THE EXECUTIVE
COMMITTEE TO INCREASE IN ONE OR MORE TRANSACTIONS, IN
FRANCE OR ABROAD, WITH WAIVER OF SHAREHOLDERS
PRE-EMPTIVE SUBSCRIPTION RIGHTS, THE SHARE CAPITAL BY
A MAXIMUM NOMINAL AMOUNT OF EUR 500,000,000.00, BY WAY
OF ISSUING ORDINARY SHARES OF THE COMPANY AS WELL AS
SECURITIES GIVING ACCESS BY ANY MEANS TO ORDINARY
SHARES OF THE COMPANY, THIS AMOUNT SHALL COUNT AGAINST
THE OVERALL VALUE SET FORTH IN RESOLUTION NUMBER O.7;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS IT CANCELS
AND REPLACES THE DELEGATION SET FORTH IN RESOLUTION
NUMBER 18 AND GIVEN BY THE GENERAL MEETING OF 29 APR
2003; IN ALL CASES, THE AMOUNT OF THE CAPITAL
INCREASES REALIZED ACCORDING TO THE PRESENT
RESOLUTION, COUNTS AGAINST THE OVERALL VALUE SET FORTH
IN RESOLUTION NUMBER O.7
O.9 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE Management For *Management Position Unknown No
RESOLUTIONS NUMBERS E.5 AND O.6 ARE ADOPTED, THE
EXECUTIVE COMMITTEE TO INCREASE WITHIN THE LIMIT OF
THE GLOBAL CEILING SET IN THE RESOLUTION NUMBER O.7,
THE NUMBER OF SHARES, EQUITY SECURITIES OR SECURITIES
TO BE ISSUED IN CASE OF A SHARE CAPITAL INCREASE, WITH
OR WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS; AUTHORITY
EXPIRES AFTER 26 MONTHS
E.10 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE Management For *Management Position Unknown No
RESOLUTIONS NUMBERS E.5 AND O.6 ARE ADOPTED, THE
EXECUTIVE COMMITTEE ALL POWERS IN ORDER TO INCREASE
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, BY A
MAXIMUM NOMINAL AMOUNT OF EUR 500,000,000.00, BY WAY
OF CAPITALIZING PREMIUMS, RETAINED EARNINGS, INCOME OR
OTHERS, TO BE CARRIED OUT THROUGH THE ALLOTMENT OF
BONUS SHARES OR THE RAISE OF THE PAR VALUE OF THE
EXISTING SHARES; THIS AMOUNT SHALL COUNT AGAINST THE
OVERALL VALUE SET FORTH IN RESOLUTION NUMBER O.7;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; THE
PRESENT DELEGATION CANCELS AND REPLACES THE DELEGATION
SET FORTH IN RESOLUTION NUMBER 19 AND GIVEN BY THE
GENERAL MEETING OF 29 APR 2003
O.11 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE Management For *Management Position Unknown No
RESOLUTIONS NUMBERS O.5 AND O.6 ARE ADOPTED, THE
EXECUTIVE COMMITTEE TO INCREASE THE SHARE CAPITAL, IN
ONE OR MORE TRANSACTIONS, IN FAVOUR OF THE COMPANY S
EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN,
WITH THE ISSUE OF SHARES TO BE PAID UP IN CASH;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS AND FOR AN
AMOUNT, WHICH SHALL NOT EXCEED 1.5% OF THE SHARE
CAPITAL; THE PRESENT DELEGATION CANCELS AND REPLACES,
FOR THE PERIOD UNUSED, THE DELEGATION SET FORTH IN
RESOLUTION NUMBER 21 AND GIVEN BY THE GENERAL MEETING
OF 23 APR 2003; IN ALL THE CASES, THE AMOUNT OF THE
CAPITAL INCREASES REALIZED ACCORDING TO THE PRESENT
RESOLUTION, COUNTS AGAINST THE OVERALL VALUE SET FORTH
IN RESOLUTION NUMBER 7; GRANT ALL POWERS TO THE BOARD
OF DIRECTORS, OR IF THE RESOLUTIONS NUMBERS O.5 AND
O.6 ARE ADOPTED, TO THE EXECUTIVE COMMITTEE, TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.12 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE Management For *Management Position Unknown No
RESOLUTIONS NUMBERS O.5 AND O.6 ARE ADOPTED, THE
EXECUTIVE COMMITTEE, ALL POWERS TO GRANT, IN ONE OR
MORE TRANSACTIONS, TO OFFICERS, SENIOR MANAGERS,
SENIOR EXECUTIVES OR EXCEPTIONALLY NON-EXECUTIVE
EMPLOYEES OF THE GROUP VIVENDI UNIVERSAL, OPTIONS
GIVING THE RIGHT TO SUBSCRIBE FOR NEW SHARES IN THE
COMPANY TO BE ISSUED THROUGH A SHARE CAPITAL INCREASE,
IT BEING PROVIDED THAT THE OPTIONS SHALL NOT GIVE
RIGHTS TO A TOTAL NUMBER OF SHARES, WHICH SHALL NOT
EXCEED 2.5% OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT
THE END OF 36 MONTHS ; THE PRESENT DELEGATION CANCELS
AND REPLACES, FOR THE PERIOD UNUSED THE DELEGATION SET
FORTH IN RESOLUTION 20 AND GIVEN BY THE GENERAL
MEETING OF 29 APR 2003; IN ALL THE CASES, THE AMOUNT
OF THE CAPITAL INCREASE REALIZED ACCORDING TO THE
PRESENT RESOLUTION, COUNTS AGAINST THE OVERALL VALUE
SET FORTH IN RESOLUTION NUMBER 7, AUTHORISE THE BOARD
OF DIRECTORS, OR IF THE RESOLUTIONS NUMBERS 5 AND 5
ARE ADOPTED TO THE EXECUTIVE COMMITTEE, TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.13 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE Management For *Management Position Unknown No
RESOLUTIONS NUMBERS E.5 AND O.6 ARE ADOPTED, THE
EXECUTIVE COMMITTEE TO PROCEED, IN ONE OR MORE
TRANSACTIONS TO THE ALLOTMENT OF ORDINARY BONUS SHARES
IN ISSUE OR TO BE ISSUED; THE MAXIMUM NUMBER OF SHARES
GRANTED WILL NOT EXCEED 5% OF THE SHARE CAPITAL;
AUTHORITY EXPIRES AT THE END OF 36 MONTHS ; AUTHORIZE
THE BOARD OF DIRECTORS, OR IF THE RESOLUTIONS NUMBER
E.5 AND O.6 ARE ADOPTED, TO THE EXECUTIVE COMMITTEE,
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
O.14 AUTHORIZE IF THE RESOLUTION NUMBER O.30 IS APPROVED, Management For *Management Position Unknown No
THE BOARD OF DIRECTORS, OR IF THE RESOLUTION
NUMBERS E.5 AND O.6 ARE ADOPTED, THE EXECUTIVE
COMMITTEE, TO REDUCE THE SHARE CAPITAL BY CANCELING
THE SHARES HELD BY THE COMPANY IN CONNECTION
WITH A STOCK REPURCHASE PLAN, PROVIDED THAT THE
TOTAL NUMBER OF SHARES CANCELLED IN THE 24 MONTHS
DOES NOT EXCEED 10% OF THE CAPITAL; AND AUTHORIZE
THE BOARD OF DIRECTORS, OR IF THE RESOLUTION
NUMBERS E.5 AND O.6 ARE ADOPTED, TO THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 32,000 32,000 32,000 4/1/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
SYNTHES INC N/A AGM Meeting Date: 04/21/2005
Issuer: 87162M409 ISIN: US87162M4096 BLOCKING
SEDOL: B014635
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown No
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS. THANK YOU
1. APPROVE THE REPORT ON THE BUSINESS YEAR 2004 Management For *Management Position Unknown No
2. APPROVE THE REPORT ON THE FINANCIAL YEAR, THE Management For *Management Position Unknown No
ANNUAL ACCOUNTS AND THE CONSOLIDATED ACCOUNTS
FOR 2004
3. APPROVE THE REPORT ON THE DIVIDEND APPROVED BY Management For *Management Position Unknown No
THE BOARD OF DIRECTORS
4. ELECT THE BOARD OF DIRECTORS Management For *Management Position Unknown No
5. RATIFY THE SELECTION OF THE HOLDING COMPANY AND Management For *Management Position Unknown No
THE GROUP AUDITORS FOR 2005
6. AMEND THE CERTIFICATE OF INCORPORATION: RESTRICTIONS Management For *Management Position Unknown No
ON STOCK ISSUANCE
7. MISCELLANEOUS Other For *Management Position Unknown No
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 5,500 5,500 5,500 4/6/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
TECHNIP (EX-TECHNIP-COFLEXIP), PARIS TKP MIX Meeting Date: 04/21/2005
Issuer: F90676101 ISIN: FR0000131708 BLOCKING
SEDOL: 4122018, B06PC80, 4874160
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown No
ID 221795 DUE TO ADDITONAL RESOLUTIONS. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown No
REACH QUORUM, THERE WILL BE A SECOND CALL ON
29 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU.
E.1 RECEIVE THE BOARD OF DIRECTOR S REPORT TO THE Management For *Management Position Unknown No
EGM
E.2 APPROVE THE REDUCING OF THE PAR VALUE OF THE Management For *Management Position Unknown No
SHARE AND MULTIPLYING THE NUMBER OF EXISTING
SHARES BY 4
E.3 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown No
THE SHARE CAPITAL BY ISSUING ORDINARY SHARES
OR ANY OTHER SECURITIES THAT GIVE ACCESS TO THE
SHARE CAPITAL OR GIVE THE RIGHT TO DEBT SECURITIES
WHILE MAINTAINING THE SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHT
E.4 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown No
THE SHARE CAPITAL BY ISSUING ORDINARY SHARES
OR ANY OTHER SECURITIES THAT GIVE ACCESS TO THE
SHARE CAPITAL OR GIVE THE RIGHT TO DEBT SECURITIES
WHILE ELIMINATING THE SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHT, BUT WITH THE AUTHORITY TO
GRANT A PRIORITY PERIOD
E.5 AUTHORIZE THE BOARD OF DIRECTORS, UNDER THE DELEGATION Management For *Management Position Unknown No
OF AUTHORITY, TO INCREASE THE SHARE CAPITAL WHILE
ELIMINATING THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION
RIGHTS, TO SET THE ISSUE PRICE OF ORDINARY SHARES
OF SECURITIES THAT GIVE ACCESS TO ORDINARY SHARES
UP TO THE ANNUAL LIMIT OF 10% OF THE SHARE CAPITAL
E.6 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown No
THE NUMBER OF SHARES TO BE ISSUED IN THE EVENT
OF A SHARE CAPITAL INCREASE, WITH OR WITHOUT
ELIMINATING THE SHAREHOLDERS SUBSCRIPTION RIGHT
E.7 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown No
THE SHARE CAPITAL BY ISSUES FOR WHICH THE SUBSCRIPTION
IS RESERVED TO THE MEMBERS OF THE GROUP SAVINGS
PLAN
E.8 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown No
THE SHARE CAPITAL, UP TO THE LIMIT OF 10% OF
THE COMPANY S SHARE CAPITAL, BY ISSUING ORDINARY
SHARES OR ANY SECURITIES THAT GIVE ACCESS TO
THE SHARE CAPITAL, IN ORDER TO COMPENSATE CONTRIBUTIONS
IN KIND
E.9 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown No
THE SHARE CAPITAL OF THE COMPANY BY INCORPORATION
OF RESERVES, PROFITS OR PREMIUMS OR OTHER AMOUNT
WHOSE CAPITALIZATION IS ALLOWED
E.10 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT FREE Management For *Management Position Unknown No
SHARES TO ELIGIBLE OFFICERS AND EMPLOYEES OF
THE COMPANY AND ITS AFFILIATED COMPANIES
E.11 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT OPTIONS Management For *Management Position Unknown No
TO SUBSCRIBE OR TO PURCHASE SHARES
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management For *Management Position Unknown No
SHARE CAPITAL BY CANCELING SHARES THAT HAVE PREVIOUSLY
BEEN REPURCHASED
O.13 RECEIVE THE BOARD OF DIRECTORS REPORT TO THE Management For *Management Position Unknown No
OGM
O.14 APPROVE THE ANNUAL FINANCIAL STATEMENTS FOR THE Management For *Management Position Unknown No
FYE 31 DEC 2004
O.15 APPROVE THE ALLOCATION OF INCOME FOR THE FYE Management For *Management Position Unknown No
31 DEC 2004, SETTING THE DIVIDEND AND THE PAYMENT
DATE
O.16 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For *Management Position Unknown No
FOR THE FYE 31 DEC 2004
O.17 RECEIVE THE SPECIAL REPORT OF THE INDEPENDENT Management For *Management Position Unknown No
AUDITORS ON THE REGULATED AGREEMENTS INDICATED
IN ARTICLES L.225-38 ET SEQ. OF THE COMMERCIAL
CODE AND APPROVE THOSE AGREEMENTS
O.18 RELEASE FOR DIRECTORS Management For *Management Position Unknown No
O.19 APPROVE THE PURCHASE OF THE COMPANY OF ITS SHARES Management For *Management Position Unknown No
O.20 POWERS FOR FORMALITIES Management For *Management Position Unknown No
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting *Management Position Unknown No
SEE HTTP://ICS.ADP.COM/MARKETGUIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1
TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON
COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR TO THE
MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST
COMPLETE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO
THE SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT
DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWNERS: PROXY CARDS: ADP WILL
FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS
THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP
VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PROXY
CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE
UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS
REGISTERED INTERMEDIARY, PLEASE CONTACT ADP.
TRADES/VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A
VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS SUBMITTED
THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE
FULL SECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMITTED TO ADP AND THE
GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE
VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A
PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL
CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR
VOTING. THIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS
INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND RELEASE
THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION.
THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS WITH A
SETTLEMENT DATE PRIOR TO MEETING DATE + 1
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 6,000 6,000 6,000 4/1/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
UBS AG UBS AGM Meeting Date: 04/21/2005
Issuer: H8920M855 ISIN: CH0012032030 BLOCKING
SEDOL: 2782179, 2193607, 7126114
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING Non-Voting *Management Position Unknown No
NOTICE SENT UNDER MEETING 213164, INCLUDING THE
AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR
NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE ADP CUTOFF DATE
WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU.
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown No
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1. APPROVE THE ANNUAL REPORT, THE GROUP AND THE Management For *Management Position Unknown No
PARENT COMPANY ACCOUNTS FOR 2004, THE REPORTS
OF THE GROUP AND THE STATUTORY AUDITORS
2. APPROVE THE APPROPRIATION OF THE RETAINED EARNINGS, Management For *Management Position Unknown No
DIVIDEND FOR FY 2004
3. GRANT DISCHARGE TO THE MEMBERS OF THE BOARD OF Management For *Management Position Unknown No
DIRECTORS AND THE GROUP EXECUTIVE BOARD
4.1.1 RE-ELECT MR. MARCEL OSPEL AS A BOARD MEMBER Management For *Management Position Unknown No
4.1.2 RE-ELECT MR. LAWRENCE A. WEINBACH AS A BOARD Management For *Management Position Unknown No
MEMBER
4.2.1 ELECT MR. MARCO SUTER AS A BOARD MEMBER Management For *Management Position Unknown No
4.2.2 ELECT MR. PETER R. VOSER AS A BOARD MEMBER Management For *Management Position Unknown No
4.3 RE-ELECT ERNST AND YOUNG LTD, BASEL AS THE GROUP Management For *Management Position Unknown No
AND THE STATUTORY AUDITORS
5.1 APPROVE THE CANCELLATION OF SHARES REPURCHASED Management For *Management Position Unknown No
UNDER THE 2004/2005 SHARE BUYBACK PROGRAM AND
THE RESPECTIVE AMENDMENT OF ARTICLE 4 OF THE
ARTICLES OF ASSOCIATION
5.2 APPROVE THE NEW 2005/2006 SHARE BUY BACK PROGRAM Management For *Management Position Unknown No
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 14,000 14,000 16,000 4/1/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
AVIVA PLC AIVAF.PK AGM Meeting Date: 04/26/2005
Issuer: G0683Q109 ISIN: GB0002162385
SEDOL: 4100490, 5983991, 0216238, 4191007
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
18. APPROVE THE RULES OF THE AVIVA ANNUAL BONUS PLAN Management For *Management Position Unknown No
2005; AUTHORIZE THE DIRECTORS TO DO ALL THE ACTS
AND THINGS NECESSARY AND EXPEDIENT TO ADOPT AND
OPERATE IT, INCLUDING MAKING SUCH MODIFICATIONS
AS THE DIRECTORS CONSIDER APPROPRIATE TO TAKE
ACCOUNT OF THE REQUIREMENTS OF THE UK LISTING
AUTHORITY AND BEST PRACTICE
19. APPROVE THE RULES OF THE AVIVA LONG TERM INCENTIVE Management For *Management Position Unknown No
PLAN 2005; AUTHORIZE THE DIRECTORS TO DO ALL THE ACTS
AND THINGS NECESSARY AND EXPEDIENT TO ADOPT AND
OPERATE IT, INCLUDING MAKING SUCH MODIFICATIONS AS THE
DIRECTORS CONSIDER APPROPRIATE TO TAKE ACCOUNT OF THE
REQUIREMENTS OF THE UK LISTING AUTHORITY AND BEST
PRACTICE
20. APPROVE THE RULES OF THE AVIVA EXECUTIVE SHARE Management For *Management Position Unknown No
OPTION PLAN 2005; AUTHORIZE THE DIRECTORS TO
DO ALL THE ACTS AND THINGS NECESSARY AND EXPEDIENT
TO ADOPT AND OPERATE IT
21. APPROVE THE LIMIT ON THE AGGREGATE AMOUNT OF Management For *Management Position Unknown No
THE REMUNERATION WHICH MAY BE PAID BY THE COMPANY
TO THE DIRECTORS FOR THEIR SERVICES AS SET OUT
IN THE ARTICLE 20.04 OF THE COMPANY S ARTICLES
OF ASSOCIATION BE INCREASED FROM GBP 1,000,000
TO GBP 1,500,000 PER ANNUM
S.22 APPROVE TO INCREASE THE AUTHORIZED SHARE CAPITAL Management For *Management Position Unknown No
OF THE COMPANY FORM GBP 950 MILLION TO GBP 1.45
BILLION AND EUR 700 MILLION BY CREATING OF :
500 MILLION PREFERENCE SHARES OF GBP 1 EACH
THE EURO SHARES ; AND 700 MILLION PREFERENCE
SHARES OF EUR 1 EACH THE EURO NEW PREFERENCE
SHARES TOGETHER WITH THE STERLING NEW PREFERENCE
SHARES , THE NEW PREFERENCE SHARES THE NEW PREFERENCE
SHARES SHALL HAVE ATTACHED TO THEM THE RIGHTS
AND TERMS REFERRED TO OR AUTHORIZED IN THE NEW
ARTICLE 3.05 REFERRED BELOW; AUTHORIZE THE DIRECTORS,
IN SUBSTITUTION OF ANY EXISTING AUTHORITY AND
PURSUANT TO SECTION 95 OF THE COMPANIES ACT 1985
THE ACT , TO ALLOT NEW PREFERENCE SHARES SECTION
94 FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY THIS RESOLUTION, SECTION 89(1) , DOES NOT
APPLY TO SUCH ALLOTMENT; AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY
IN 2010 OR 5 YEARS ; AND THE DIRECTORS MAY ALLOT
PREFERENCE SHARES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY; AMEND THE COMPANY S ARTICLES
OF ASSOCIATION BY ADOPTING THE INCLUSION OF ARTICLE
3.05
S.23 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For *Management Position Unknown No
SECTION 163(3) OF THE COMPANIES ACT 1985 OF
UP TO 228 MILLION ORDINARY SHARES OF 25 PENCE
EACH IN THE CAPITAL OF THE COMPANY, AT A MINIMUM
PRICE OF 25 PENCE 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 THE EARLIER OF THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR 15 MONTHS ; THE COMPANY,
BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO PURCHASE
ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
WHOLLY OR PARTLY AFTER SUCH EXPIRY
S.24 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For *Management Position Unknown No
SECTION 163(3) OF THE COMPANIES ACT 1985 OF
UP TO 100 MILLION 8 3/4% CUMULATIVE IRREDEEMABLE
PREFERENCE SHARES OF GBP 1 EACH IN THE CAPITAL
OF THE COMPANY, AT A MINIMUM PRICE OF 25 PENCE
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 THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR 15 MONTHS ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES
WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY
AFTER SUCH EXPIRY
S.25 AUTHORIZE THE COMPANY, TO MAKE MARKET PURCHASES Management For *Management Position Unknown No
SECTION 163(3) OF THE COMPANIES ACT 1985 OF
UP TO 100 MILLION 8 3/4% CUMULATIVE IRREDEEMABLE
PREFERENCE SHARES OF GBP 1 EACH IN THE CAPITAL
OF THE COMPANY, AT A MINIMUM PRICE OF 25 PENCE
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 THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY
OR 15 MONTHS ; 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
1. RECEIVE AND APPROVE THE COMPANY S REPORT AND Management For *Management Position Unknown No
THE ACCOUNTS FOR THE YE 31 DEC 2004
2. DECLARE THE FINAL DIVIDEND OF 16.00 PENCE PER Management For *Management Position Unknown No
ORDINARY SHARE OF THE COMPANY FOR THE YE 31 DEC
2004
3. ELECT MR. RICHARD GOELTZ AS A DIRECTOR OF THE Management For *Management Position Unknown No
COMPANY
4. ELECT MR. ANDREW MOSS AS A DIRECTOR OF THE COMPANY Management For *Management Position Unknown No
5. ELECT LORD SHARMAN OF REDLYNCH AS A DIRECTOR Management For *Management Position Unknown No
OF THE COMPANY
6. ELECT MR. RUSSELL WALLS AS A DIRECTOR OF THE COMAPNY Management For *Management Position Unknown No
7. RE-ELECT MR. GUILLERMO DE LA DEHESA AS ADIRECTOR Management For *Management Position Unknown No
OF THE COMPANY
8. RE-ELECT MR. WIM DIK AS A DIRECTOR OF THE COMPANY Management For *Management Position Unknown No
9. RE-ELECT MR. DEREK STEVENS AS A DIRECTOR OF THE Management For *Management Position Unknown No
COMPANY
10. RE-ELECT MR. ANDRE VILLENEUVE AS A DIRECTOR OF Management For *Management Position Unknown No
THE COMPANY
11. RE-ELECT MR. GEORGE PAUL AS A DIRECTOR OF THE Management For *Management Position Unknown No
COMPANY
12. RE-ELECT MR. ELIZABETH VLLANCE AS A DIRECTOR Management For *Management Position Unknown No
OF THE COMPANY
13. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITOR OF Management For *Management Position Unknown No
THE COMPANY UNTIL THE NEXT AGM
14. AUTHORIZE THE DIRECTORS TO DETERMINE THE AUDITORS Management For *Management Position Unknown No
REMUNERATION
15. AUTHORIZE THE DIRECTORS, TO ALLOT THE COMPANY S Management For *Management Position Unknown No
UNISSUED SHARES UP TO AN MINIMUM NOMINAL AMOUNT
OF GBP 179 MILLION 31.4% OF THE TOTAL ORDINARY
SHARE CAPITAL AS AT 08 MAR 2005 ; THE COMPANY
DID NOT HOLD ANY TREASURY SHARES AS AT 08 MAR
2005; AUTHORITY EXPIRES THE EARLIER OF THE NEXT
AGM OF THE COMPANY OR 26 SEP 2004 ; AND THE DIRECTORS
MAY MAKE ALLOTMENTS DURING THE RELEVANT PERIOD
WHICH MAY BE EXERCISED AFTER THE RELEVANT PERIOD;
OTHER THAN IN RELATION TO COMPANY S OFFER FOR
RAC PLC, THE EMPLOYEE SHARE OPTION PLANS OPERATED
BY THE GROUP AND THE OPERATION OF THE COMPANY S
SCRIP DIVIDEND SCHEME, THE DIRECTORS HAVE NO
PRESENT INTENTION OF EXERCISING THIS AUTHORITY
S.16 APPROVE THAT THE AUTHORITY CONFERRED ON THE DIRECTORS Management For *Management Position Unknown No
BY ARTICLE 5.04(B) OF THE COMPANY S ARTICLES OF
ASSOCIATION BE RENEWED; AUTHORITY EXPIRES EARLIER THE
CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 15 MONTHS
FOR THAT PERIOD THE SECTION 89 AMOUNT WILL BE GBP 28
MILLION; THE AUTHORITY SOUGHT AND THE LIMITS SET BY
THIS RESOLUTION WILL ALSO DISAPPLY THE APPLICATION OF
SECTION 89 OF THE COMPANIES ACT 1985 FROM A SALE OF
TREASURY SHARES TO THE EXTENT; THE GUIDELINES ISSUED
BY THE INVESTMENT COMMITTEE OF THE ASSOCIATION OF
BRITISH ISSUERS AND THE NATIONAL ASSOCIATION OF
PENSION FUNDS LIMITED, THE BOARD CONFIRMS ITS
INTENTION THAT NO MORE THAN 7.5% OF THE ISSUED SHARE
CAPITAL WILL BE ISSUED FOR CASH ON A NON-PRE-EMPTIVE
BASIS DURING ANY ROLLING 3 YEAR PERIOD; THE DIRECTORS
HAVE NO PRESENT INTENTIONS OF EXERCISING THIS
AUTHORITY
17. APPROVE THE DIRECTORS REMUNERATION REPORT CONTAINING Management For *Management Position Unknown No
WITH IN THE REPORT AND THE ACCOUNTS FOR THE YE
31 DEC 2004 BY SHAREHOLDERS IN ACCORDANCE WITH
SECTION 214A OF THE COMPANIES ACT 1985
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 60,000 60,000 60,000 4/12/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
MEDIASET SPA MDIEF.PK OGM Meeting Date: 04/27/2005
Issuer: T6688Q107 ISIN: IT0001063210 BLOCKING
SEDOL: 5077946, 5474774
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown No
REACH QUORUM, THERE WILL BE A SECOND CALL ON
29 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU.
1. APPROVE THE BALANCE SHEET REPORT AND CONSOLIDATED Management For *Management Position Unknown No
BALANCE SHEET REPORT AS OF 31 DEC 2004, THE BOARD
OF DIRECTORS MANAGEMENT REPORT, INTERNAL AUDITORS
REPORT; RESOLUTIONS RELATED THERETO
2. AUTHORIZE THE BOARD OF DIRECTORS TO BUY AND SELL Management For *Management Position Unknown No
OWN SHARES; CONSEQUENT RESOLUTIONS
3. APPOINT EXTERNAL AUDITORS IN ORDER TO AUDIT THE Management For *Management Position Unknown No
BALANCE SHEET AND THE CONSOLIDATED BALANCE SHEETS
REPORTS AND IN ORDER TO AUDIT THE HALF-YEARLY
REPORT FOR THE THREE YEARS TERM 2005/2007
4. APPOINT THE INTERNAL AUDITORS AND THEIR CHAIRMAN; Management For *Management Position Unknown No
AND APPROVE TO STATE THEIR EMOLUMENTS
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 100,000 100,000 100,000 4/12/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWMONT MINING CORPORATION NEM Annual Meeting Date: 04/27/2005
Issuer: 651639 ISIN:
SEDOL:
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
01 DIRECTOR Management For No
G.A. BARTON Management For For
V.A. CALARCO Management For For
M.S. HAMSON Management For For
L.I. HIGDON, JR. Management For For
P. LASSONDE Management For For
R.J. MILLER Management For For
W.W. MURDY Management For For
R.A. PLUMBRIDGE Management For For
J.B. PRESCOTT Management For For
D.C. ROTH Management For For
S. SCHULICH Management For For
J.V. TARANIK Management For For
02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Management For For No
03 APPROVE 2005 STOCK INCENTIVE PLAN Management Against Against No
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI 997G015 106 23,000 23,000 23,000 4/22/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
SEKISUI HOUSE LTD SPHSF.PK AGM Meeting Date: 04/27/2005
Issuer: J70746136 ISIN: JP3420600003
SEDOL: 5763450, 4798680, 6793906
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For *Management Position Unknown No
DIVIDENDS: INTERIM JY 9, FINAL JY 9, SPECIAL
JY 0
2 AMEND ARTICLES TO: AUTHORIZE PUBLIC ANNOUNCEMENTS Management For *Management Position Unknown No
IN ELECTRONIC FORMAT
3 APPOINT INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown No
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 50,000 50,000 50,000 4/11/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
ASTRAZENECA PLC AZN AGM Meeting Date: 04/28/2005
Issuer: G0593M107 ISIN: GB0009895292
SEDOL: 0989529, 5659902, 4983884
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE COMPANY S ACCOUNTS AND THE REPORTS Management For *Management Position Unknown No
OF THE DIRECTORS AND THE AUDITOR FOR THE YE 31
DEC 2004
2. APPROVE TO CONFIRM THE FIRST INTERIM DIVIDEND Management For *Management Position Unknown No
OF USD 0.295 16.0 PENCE, SEK 2.200 PER ORDINARY
SHARE AND TO CONFIRM AS THE FINAL DIVIDEND FOR
2004 THE SECOND INTERIM DIVIDEND OF USD 0.645
34.3 PENCE SEK 4.497 PER ORDINARY SHARE
3. RE-APPOINT KPMG AUDIT PLC AS THE AUDITOR Management For *Management Position Unknown No
4. AUTHORIZE THE DIRECTORS TO AGREE THE REMUNERATION Management For *Management Position Unknown No
OF THE AUDITOR
5.1 RE-ELECT MR. LOUIS SCHWEITZER AS A DIRECTOR IN Management For *Management Position Unknown No
ACCORDANCE WITH THE ARTICLE 65OF THE COMPANY S
ARTICLES OF ASSOCIATION
5.2 RE-ELECT MR. HAKAN MORGEN AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown No
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.3 RE-ELECT SIR TOM MCKILLOP AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown No
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.4 RE-ELECT MR. JONATHAN SYMONDS AS A DIRECTOR IN Management For *Management Position Unknown No
ACCORDANCE WITH THE ARTICLE 65OF THE COMPANY S
ARTICLES OF ASSOCIATION
5.5 RE-ELECT MR. JOHN PETTERSON FRCP AS A DIRECTOR Management For *Management Position Unknown No
IN ACCORDANCE WITH THE ARTICLE65 OF THE COMPANY S
ARTICLES OF ASSOCIATION
5.6 RE-ELECT MR. DAVID R. BRENNAN AS A DIRECTOR IN Management For *Management Position Unknown No
ACCORDANCE WITH THE ARTICLE 65OF THE COMPANY S
ARTICLES OF ASSOCIATION
5.7 RE-ELECT SIR PETER BONFIELD CBE AS A DIRECTOR Management For *Management Position Unknown No
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY S
ARTICLES OF ASSOCIATION
5.8 RE-ELECT MR. JOHN BUCHANAN AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown No
WITH THE ARTICLE 65 OFTHE COMPANY S ARTICLES
OF ASSOCIATION
5.9 RE-ELECT MR. JANE HENNEY AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown No
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.10 RE-ELECT MR. MICHELE HOOPER AS A DIRECTOR IN Management For *Management Position Unknown No
ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY S
ARTICLES OF ASSOCIATION
5.11 RE-ELECT MR. JOE JIMENEZ AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown No
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.12 RE-ELECT MR. EMA MOLLER AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown No
WITH THE ARTICLE 65 OF THE COMPANY S ARTICLES
OF ASSOCIATION
5.13 RE-ELECT MR. DAME BRIDGET OGILVIE AS A DIRECTOR Management For *Management Position Unknown No
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY S
ARTICLES OF ASSOCIATION
6. APPROVE THE DIRECTORS REMUNERATION REPORT FOR Management For *Management Position Unknown No
THE YE 31 DEC 2004 AS SPECIFIED
5.14 RE-ELECT MR. MARCUS WALLENBERG AS A DIRECTOR Management For *Management Position Unknown No
IN ACCORDANCE WITH THE ARTICLE 65 OF THE COMPANY S
ARTICLES OF ASSOCIATION
7. APPROVE: THE RULES OF THE ASTRAZENECA PERFORMANCE Management For *Management Position Unknown No
SHARE PLAN THE PLAN AND AUTHORIZE THE DIRECTORS
TO DO ALL SUCH ACTS AND THINGS AS THEY MAY CONSIDER
NECESSARY OR EXPEDIENT TO CARRY THE PLAN INTO
EFFECT; TO ESTABLISH SUCH SCHEDULES TO THE PALN
AS THEY MAY CONSIDER NECESSARY IN RELATION TO
EMPLOYEES IN JURISDICTIONS OUTSIDE THE UK, WITH
SUCH MODIFICATIONS AS MAY BE NECESSARY OR DESIRABLE
TO TAKE ACCOUNT OF LOCAL SECURITIES LAWS, EXCHANGE
CONTROL AND TAX LEGISLATION, PROVIDED THAT ANY
SHARES MADE AVAILABLE UNDER SUCH SCHEDULES BE
TREATED AS COUNTING AGAINST THE RELEVANT LIMITS
ON INDIVIDUAL AND OVERALL PARTICIPATION IN THE
PLAN
8. AUTHORIZE THE COMPANY AND ANY COMPANY WHICH IS Management For *Management Position Unknown No
OR BECOMES A SUBSIDIARY OF THECOMPANY DURING
THE PERIOD TO WHICH THIS RESOLUTION RELATES,
FOR THE PURPOSES OF PART XA OF THE COMPANIES
ACT 1985, TO MAKE DONATION TO EU POLITICAL EXPENDITURE
DURING THE PERIOD ENDING ON THE DATE THE OF THE
COMPANY S AGM IN 2006 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 NOT EXCEEDING
IN AGGREGATE OF GBP 150,000 DURING THAT PERIOD
9. APPROVE THAT THE AUTHORITY AND POWER TO ALLOT Management For *Management Position Unknown No
NEW SHARES CONFERRED ON THE DIRECTORS BY ARTICLE
7.1 OF THE COMPANY S ARTICLES OF ASSOCIATION
BE RENEWED FOR THE PERIOD COMMENCING ON THE DATE
OF THIS AGM AND ENDING ON THE DATE OF THE AGM
OF THE COMPANY IN 2006 OR, IF EARLIER, ON 30
JUN 2006, AND FOR SUCH PERIOD THE SECTION 80
AMOUNT SHALL BE USD 136,488,521
S.10 APPROVE THAT THE POWER CONFERRED ON THE DIRECTORS Management For *Management Position Unknown No
BY ARTICLE 7.1 OF THE COMPANY S ARTICLES OF ASSOCIATION
BE RENEWED FOR THE PERIOD COMMENCING ON THE DATE
OF THIS AGM AND ENDING ON THE DATE OF THE AGM
OF THE COMPANY IN 2006 OR, IF EARLIER, ON 30
JUN 2006, AND FOR SUCH PERIOD THE SECTION 89
AMOUNT SHALL BE USD 20,473,278
S.11 AUTHORIZE THE COMPANY, FOR THE PURPOSES OF SECTION Management For *Management Position Unknown No
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163 OF THAT ACT OF A MAXIMUM
NUMBER OF SHARES OF UP TO 10% ORDINARY SHARES
OF USD 0.25 EACH IN THE CAPITAL OF THE COMPANY,
AT A MINIMUM PRICE OF USD 0.25 AND UP TO 105%
OF THE AVERAGE OF MIDDLE MARKET VALUES OF THE
COMPANY S ORDINARY SHARES AS DERIVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER
THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE AGM OF THE
COMPANY IN 2006 OR 30 JUN 2006 ; 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
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 1,875 1,875 1,875 4/15/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
BOUYGUES, GUYANCOURT N/A MIX Meeting Date: 04/28/2005
Issuer: F11487125 ISIN: FR0000120503 BLOCKING
SEDOL: 2696612, 4067528, 4002121, 4115159, 7164028
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting *Management Position Unknown No
SEE HTTP://ICS.ADP.COM/MARKETGUIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1
TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON
COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR TO THE
MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST
COMPLETE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO
THE SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT
DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWNERS: PROXY CARDS: ADP WILL
FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS
THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP
VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PROXY
CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE
UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS
REGISTERED INTERMEDIARY, PLEASE CONTACT ADP.
TRADES/VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A
VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS SUBMITTED
THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE
FULL SECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMITTED TO ADP AND THE
GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE
VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A
PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL
CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR
VOTING. THIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS
INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND RELEASE
THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION.
THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS WITH A
SETTLEMENT DATE PRIOR TO MEETING DATE + 1
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown No
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS,
AND APPROVE THE FINANCIAL STATEMENTS SHOWING
A NET PROFIT OF EUR 585,890,337.74 AND THE BALANCE
SHEET FOR THE YE 31 DEC 2004; AND GRANT PERMANENT
DISCHARGE TO THE DIRECTORS FOR THE PERFORMANCE
OF THEIR DUTIES DURING THE SAID FY
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown No
CHAIRMAN AND THE STATUTORY AUDITORS AND THE
FINANCIAL REPORT OF THE BOARD OF DIRECTORS AND
APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS
SHOWING A NET PROFIT OF EUR 858,113,000.00
FOR THE SAID FY
O.3 APPROVE TO APPROPRIATE THE DISTRIBUTABLE PROFITS Management For *Management Position Unknown No
OF EUR 628,343,867.62 AS FOLLOWS: SPECIAL RESERVE
ON LONG-TERM CAPITAL GAINS: EUR 2,871,169.00;
OTHER RESERVES: EUR 100,000,000.00; DISTRIBUTION
REFERRING TO THE FIRST NET DIVIDEND: EUR 16,637,931.20
EUR 0.05 NET PER SHARE OR INVESTMENT CERTIFICATE;
DISTRIBUTION REFERRING TO THE ADDITIONAL DIVIDEND:
EUR 232,931,036.80 EUR 0.70 NET PER SHARE OR
INVESTMENT CERTIFICATE ; CARRY FORWARD ACCOUNT:
EUR: 275,903,730.62; THE SHAREHOLDERS WILL RECEIVE
A NET DIVIDEND OF EUR 0.75 PER SHARE AND PER
INVESTMENT CERTIFICATE; THIS DIVIDEND WILL BE
PAID ON 04 MAY 2005
O.4 APPROVE THAT AN AMOUNT OF EUR 200,000,000.00 Management For *Management Position Unknown No
CHARGED TO THE SPECIAL RESERVE ON LONG-TERM CAPITAL
GAINS ACCOUNT WILL BE TRANSFERRED TO THE ACCOUNT
ENTITLED OTHER RESERVES; CONSEQUENTLY, THE SPECIAL
RESERVE ON LONG-TERM CAPITAL GAINS ACCOUNT WILL
AMOUNT TO EUR 183,615,274.88; GRANT ALL POWERS
TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.5 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown No
AGREEMENTS GOVERNED BY ARTICLE L. 225-38 OF THE
FRENCH COMMERCIAL CODE, AND APPROVE THE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MICHEL Management For *Management Position Unknown No
ROUGER AS A DIRECTOR FOR A PERIOD OF 3 YEARS,
PROVIDED THAT RESOLUTION O.23 IS APPROVED
O.7 APPOINT MR. THIERRY JOURDAINE AS A DIRECTOR MEMBER Management For *Management Position Unknown No
OF THE SUPERVISORY BOARD OF ONE OF THE INVESTMENT
TRUSTS OWNING SOME COMPANY S SHARES FOR A PERIOD
OF 2 YEARS
O.8 APPOINT MR. JEAN-MICHEL GRAS AS A DIRECTOR MEMBER Management For *Management Position Unknown No
OF THE SUPERVISORY BOARD OF ONE OF THE INVESTMENT
TRUSTS OWNING SOME COMPANY S SHARES, FOR A PERIOD
OF 2 YEARS
O.9 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For *Management Position Unknown No
THE COMPANY S SHARES IN THE STOCK MARKET, AS
PER THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE
PRICE: EUR 60.00 PER SHARE OR PER INVESTMENT
CERTIFICATE; MINIMUM SALE PRICE: EUR 25.00 PER
SHARE OR PER INVESTMENT CERTIFICATE; THE MAXIMUM
NUMBER OF SHARES TO BE TRADED SHALL NOT EXCEED
10% OF THE SHARE CAPITAL; AUTHORITY EXPIRES
AT THE END OF 18 MONTHS ; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; THIS DELEGATION
OF POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT
O.10 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown No
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
WITH MAINTENANCE OF THE SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHT, THE SHARE CAPITAL BY WAY
OF ISSUING COMPANY S ORDINARY SHARES OR SECURITIES
GIVING ACCESS TO ORDINARY SHARES OF THE COMPANY
OR OF ANOTHER COMPANY CONTROLLED MORE THAN 50%
BY IT; THE MAXIMUM SHARE CAPITAL INCREASE IN
CASH TO BE ISSUED SHALL NOT EXCEED EUR 150,000,000.00;
THE MAXIMUM NOMINAL AMOUNT OF DEBT SECURITIES
TO BE ISSUED SHALL NOT EXCEED EUR 5,000,000,000.00;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ;
THIS DELEGATION OF POWERS SUPERSEDES, FOR THE
FRACTION UNUSED, ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT; GRANT ALL POWERS TO THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.11 AUTHORIZE THE BOARD OF DIRECTORS IN ORDER TO Management For *Management Position Unknown No
INCREASE THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS
AND AT ITS SOLE DISCRETION, BY A MAXIMUM NOMINAL
AMOUNT OF EUR 4,000,000,000.00, BY WAY OF CAPITALIZING
RETAINED EARNINGS, INCOME OR ADDITIONAL PAID-IN
CAPITAL, TO BE CARRIED OUT THROUGH THE ISSUE
OF BONUS SHARES OR THE RAISE OF THE PAR VALUE
OF THE EXISTING SHARES; AUTHORITY EXPIRES AT
THE END OF 26 MONTHS ; THIS DELEGATION OF POWERS
SUPERSEDES FOR THE FRACTION UNUSED ANY AND ALL
EARLIER DELEGATIONS TO THE SAME EFFECT; AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown No
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
WITH WAIVER OF THE SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHT, THE SHARE CAPITAL BY WAY
OF ISSUING COMPANY S ORDINARY SHARES OR SECURITIES
GIVING ACCESS TO ORDINARY SHARES OF THE COMPANY
OR OF ANOTHER COMPANY CONTROLLED MORE THAN 50%
BY IT; THE MAXIMUM SHARE CAPITAL INCREASE TO
BE ISSUED SHALL NOT EXCEED EUR 150,000,000.00;
THE MAXIMUM NOMINAL AMOUNT OF DEBT SECURITIES
TO BE ISSUED SHALL NOT EXCEED EUR 5,000,000,000.00;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ;
THIS DELEGATION OF POWERS SUPERSEDES, FOR THE
FRACTION UNUSED, ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT; AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.13 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown No
COMPANY S SHARES TO BE ISSUED, IN THE EVENT OF
A CAPITAL INCREASE, WITH OR WITHOUT SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS, THE TOTAL
NUMBER OF SHARES NOT EXCEEDING 15% OF THE SHARES
INITIALLY ISSUED; AUTHORITY EXPIRES AT THE END
OF 26 MONTHS
O.14 AUTHORIZE THE BOARD OF DIRECTORS TO FIX THE PRICE Management For *Management Position Unknown No
OF ISSUE BY WAY OF PUBLIC SAVING OFFER, BY WAY
OF ISSUING, WITHOUT THE PREFERENTIAL REGISTRATIONS
PRESCRIBED BY LAW, SHARES OR SECURITIES TO BE
ISSUED GIVING ACCESS TO THE SHARE CAPITAL NOT
EXCEEDING 10% OF THE SHARE CAPITAL; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS ; AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.15 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown No
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF 10% OF THE SHARE CAPITAL IN ORDER IN CONSIDERATION
FOR CONTRIBUTIONS IN KIND COMPOSED OF EQUITY
SHARES SECURITIES GIVING ACCESS TO THE SHARE
CAPITAL; AUTHORITY EXPIRES AT THE END OF 26
MONTHS ; IT CANCELS AND REPLACES FOR THE FRACTION
UNUSED THEREOF, ALL EARLIER AUTHORIZATION TO
THE SAME EFFECT; AUTHORIZE THE BOARD OF DIRECTORS
TAKE ALL NECESSARY MEASURE AND ACCOMPLISH ALL
NECESSARY FORMALITIES
E.16 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown No
IN ONE OR MORE TRANSACTIONS, THE SHARE CAPITAL,
WITHOUT SHAREHOLDERS PREFERENTIAL SUBSCRIPTION
RIGHTS; AUTHORITY EXPIRES AT END OF 26 MONTHS
AND SUPERSEDES FOR THE FRACTION UNUSED THEREOF,
ANY AND ALL EARLIER DELEGATIONS TO THE SAME EFFECT;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.17 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown No
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
AT ITS SOLE DISCRETION, IN FAVOUR OF THE COMPANY S
EMPLOYEES OR OF ITS SUBSIDIARIES EMPLOYEES
WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS AND FOR AN AMOUNT
NOT EXCEEDING 10% OF THE SHARE CAPITAL; AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ALL NECESSARY FORMALITIES; THIS
DELEGATION OF POWERS SUPERSEDES FOR THE FRACTION
UNUSED THEREOF, ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT
O.18 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE SHARES Management For *Management Position Unknown No
CONSEQUENTLY TO SECURITIES ISSUED BY ONE OF BOUYGUES
SUBSIDIARIES; THE SAID SECURITIES GIVING ACCESS
TO ORDINARY SHARES OF THE COMPANY; THE CEILING
OF THE NOMINAL AMOUNT IS SIMILAR TO THE ONE REFERRED
TO IN RESOLUTION NUMBER O.12 AND SHALL COUNT
AGAINST THE OVERALL VALUE SET FORTH IN RESOLUTION
NUMBER O.10. AUTHORITY EXPIRES AT THE END OF
26 MONTHS ; THIS DELEGATION OF POWERS SUPERSEDES,
FOR THE FRACTION UNUSED THEREOF, ANY AND ALL
EARLIER DELEGATIONS TO THE SAME EFFECT; AUTHORIZE
THE BOARD OF D TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.19 AUTHORIZE THE BOARD OF DIRECTORS TO FREELY ALLOCATE Management For *Management Position Unknown No
IN ONE OR MORE TRANSACTIONS, THE COMPANY S EXISTING
SHARES OR TO BE ISSUED, TO THE PROFIT OF THE
COMPANY AND ITS SUBSIDIARIES EMPLOYEES AND OFFICERS,
THE TOTAL NUMBER OF SHARES NOT EXCEEDING 10%
OF THE REGISTERED CAPITAL; AUTHORITY EXPIRES
AT THE END OF 38 MONTHS ; IT CANCELS AND REPLACES,
FOR THE FRACTION UNUSED THEREOF, ALL EARLIER
AUTHORIZATIONS TO THE SAME EFFECT; AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
E.20 AUTHORIZE THE BOARD OF DIRECTORS TO GRANT, IN Management For *Management Position Unknown No
ONE OR MORE TRANSACTIONS, TO THE PROFIT OF THE
COMPANY AND ITS SUBSIDIARIES EMPLOYEES AND OFFICERS,
OPTIONS GIVING THE RIGHT ETHER TO SUBSCRIBE FOR
NEW SHARES IN THE COMPANY TO BE ISSUED THROUGH
A SHARE CAPITAL INCREASE, OR TO PURCHASE EXISTING
SHARES PURCHASED BY THE COMPANY, THE NUMBER OF
SHARES NOT EXCEEDING THE LEGAL LIMITS; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS ; IT CANCE1S
AND REPLACES, FOR THE FRACTION UNUSED THEREOF,
ALL EARLIER AUTHORIZATIONS TO THE SAME EFFECT;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.21 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE, IN Management For *Management Position Unknown No
ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
SECURITIES REPRESENTING DEBT GIVING RIGHT TO
THE ALLOCATION OF DEBT SECURITIES, BY A MAXIMUM
NOMINAL AMOUNT OF EUR 5,000,000.00; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS ; THIS DELEGATION
OF POWERS SUPERSEDES ANY AND ALL EARLIER DELEGATIONS
TO THE SAME EFFECT; AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
O.22 AUTHORIZE THE BOARD OF DIRECTORS TO REDUCE THE Management For *Management Position Unknown No
SHARE CAPITAL IN ONE OR MORE TRANSACTIONS, BY
CANCELLING THE SHARES HELD BY THE COMPANY, PROVIDED
THAT THE TOTAL NUMBER OF SHARES CANCELLED IN
THE 24 MONTHS DOES NOT EXCEED 10% OF THE CAPITAL;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS ;
THIS DELEGATION OF POWERS SUPERCEDES ANY AND
ALL EARLIER DELEGATIONS TO THE SAME EFFECT; AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.23 AMEND THE 3 FOLLOWING ARTICLES OF ASSOCIATION: Management For *Management Position Unknown No
ARTICLE NUMBER 7 ENTITLED SHARE CAPITAL; ARTICLE
NUMBER 8.2 ENTITLED IDENTIFICATION OF SHAREHOLDERS;
ARTICLE NUMBER 13.2 RELATING TO THE DIRECTORS
TERMS OF OFFICE
O.24 AUTHORIZE THE BOARD OF DIRECTORS TO ISSUE. IN Management For *Management Position Unknown No
ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
PREFERENTIAL SHARES WITH NO VOTING RIGHT AND
WITH THE SAME RIGHTS AS INVESTMENT CERTIFICATES,
PROVIDED THE MAXIMUM NOMINAL AMOUNT SHALL NOT
EXCEED EUR 10,000,000.00; DEBT INSTRUMENTS SHALL
NOT EXCEED A MAXIMUM NOMINAL AMOUNT OF EUR 10,000.000.00;
AUTHORITY EXPIRES AT THE END OF 18 MONTHS ;
THIS DELEGATION OF POWERS SUPERSEDES ANY AND
ALL EARLIER DELEGATIONS TO THE SAME EFFECT; AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.25 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown No
EXTRACT OF THE MINUTES OF THE PRESENT TO ACCOMPLISH
ALL FORMALITIES, FILINGS AND GENERAL MEETING
PROXY SERVICES
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 20,000 20,000 20,000 4/12/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
CIA ASSICURATRICE UNIPOL SPA, BOLOGNA UNPLF.PK MIX Meeting Date: 04/28/2005
Issuer: T96440150 ISIN: IT0001074571 BLOCKING
SEDOL: 5107832, B00LJB6, 5848993
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown No
REACH QUORUM THERE WILL BE A SECOND CALL ON 29
APR 2005.YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED.
PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL
BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING
IS CANCELLED. THANK YOU.
O.1 APPROVE THE BALANCE SHEET REPORT AS OF 31 DEC Management For *Management Position Unknown No
2004; THE BOARD OF DIRECTORS REPORT ON THE MANAGEMENT
ACTIVITY, THE INTERNAL AND EXTERNAL AUDITORS
REPORTS; RESOLUTIONS RELATED THERETO
O.2 APPROVE THE RESOLUTIONS AS PER THE ARTICLE 2357, Management For *Management Position Unknown No
2357 TER AND 2359 BIS OF THEITALIAN CIVIL CODE
AUTHORIZATION TO BUY AND SELL OWN SHARES AND
CONTROLLED COMPANIES SHARES
E.1 AMEND THE ARTICLE 6 SHARES AND THE ARTICLE Management For *Management Position Unknown No
8 MEETING CALLING OF THE BY-LAWS; RESOLUTION
RELATED THERETO
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 115,000 115,000 115,000 4/12/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL SA TOT MIX Meeting Date: 04/28/2005
Issuer: F92124100 ISIN: FR0000120271 BLOCKING
SEDOL: 5836976, B030QX1, 4617462, 5180628, 0214663, 4905413, 5638279
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown No
REACH QUORUM, THERE WILL BE A SECOND CALL ON
17 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS MET
OR THE MEETING IS CANCELLED. THANK YOU.
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown No
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS;
APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE YEAR 2004
O.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For *Management Position Unknown No
FOR THE SAID FY
O.3 APPROVE THE PROFITS FOR THE FY : EUR 3,443,251,656.00 Management For *Management Position Unknown No
PRIOR RETAINED EARNINGS: EUR 1,355,570,990.00
DISTRIBUTABLE PROFITS : EUR 4,798,822,646.00
APPROPRIATION TO: GLOBAL DIVIDEND: EUR
3,429,081,583.00 CARRY FORWARD ACCOUNT: EUR
1,369,741,063.00 A DIVIDEND OF EUR 5.40 WILL BE PAID;
AND TO PAY THE INTERIM DIVIDEND OF EUR 2.40 ON 24 NOV
2004 GIVING THE RIGHT TO A TAX CREDIT; THE REMAINING
DIVIDEND OF EUR 3.00 WILL BE PAID ON 24 MAY 2005
O.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown No
THE AGREEMENTS GOVERNED BY THE ARTICLE L.225-38
OF THE FRENCH COMMERCIAL CODE; APPROVE THE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
O.5 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For *Management Position Unknown No
THE COMPANY S SHARES ON THE STOCK MARKET AS PER
THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE:
EUR 250.00, MAXIMUM NUMBER OF SHARES TO BE TRADED:
10% OF THE TOTAL NUMBER OF SHARES COMPRISING
THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; IT CANCELS AND REPLACES FOR
THE PERIOD UNUSED THEREOF, THE DELEGATION SET
FORTH IN RESOLUTION NO. 5 AT THE CGM OF 14 MAY
2004; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PAUL Management For *Management Position Unknown No
DESMARAIS JR AS A DIRECTOR FOR A PERIOD OF 3
YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BERTRAND Management For *Management Position Unknown No
JACQUILLAT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MAURICE Management For *Management Position Unknown No
LIPPENS AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.9 APPOINT MR. LORD LEVENE OF PORTSOKEN KBE AS A Management For *Management Position Unknown No
DIRECTOR FOR A PERIOD OF 3 YEARS
E.10 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown No
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, THE
SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR
4,000,000,000.00, BY WAY OF ISSUING WITH THE
SHAREHOLDERS PREFERENTIAL RIGHT OF SUBSCRIPTION,
COMPANY S ORDINARY SHARES AND SECURITIES GIVING ACCESS
TO SHARES IN THE COMPANY; APPROVE THAT THE NOMINAL
VALUE OF DEBT SECURITIES ISSUED SHALL NOT EXCEED EUR
10,000,000,00.00; AUTHORITY EXPIRES AT THE END OF 26
MONTHS ; IT CANCELS AND REPLACES FOR THE PERIOD UNUSED
THEREOF ALL EARLIER AUTHORIZATIONS; AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.11 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown No
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 1,800,000,000.00 BY WAY OF ISSUING WITH
WAIVER OF THE SHAREHOLDERS PREFERENTIAL RIGHTS,
COMPANY S ORDINARY SHARES OR SECURITIES GIVING
ACCESS TO SHARES IN THE COMPANY; APPROVE THAT
THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL
NOT EXCEED EUR 10,000,000,00.00; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS ; IT CANCELS AND REPLACES
FOR THE PERIOD UNUSED THEREOF ALL EARLIER AUTHORIZATIONS;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown No
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FAVOUR OF THE COMPANY S EMPLOYEES WHO ARE
MEMBERS OF A COMPANY SAVING PLAN; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS AND FOR AN AMOUNT
WHICH SHALL NOT EXCEED 1.50% OF THE SHARE CAPITAL;
IT CANCELS AND REPLACES FOR THE FRACTION UNUSED,
THE DELEGATION GIVEN FOR A PERIOD OF 5 YEARS
BY THE EGM OF 14 MAY 2004; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.13 AUTHORIZE THE BOARD OF DIRECTORS TO FREELY ALLOCATE Management For *Management Position Unknown No
IN ONE OR MORE TRANSACTIONS, COMPANY S EXISTING
SHARES OR TO BE ISSUED, TO THE PROFIT OF THE
COMPANY AND ITS SUBSIDIARIES EMPLOYEES AND OFFICERS,
IT BEING PROVIDED THAT THE TOTAL NUMBER OF SHARES
SHALL NOT EXCEED 1% OF THE REGISTERED CAPITAL;
AUTHORITY EXPIRES AT THE END OF 38 MONTHS ;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL FORMALITIES
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting *Management Position Unknown No
SEE HTTP://ICS.ADP.COM/MARKETGUIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1
TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON
COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR TO THE
MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST
COMPLETE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO
THE SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT
DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWNERS: PROXY CARDS: ADP WILL
FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS
THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP
VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PROXY
CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE
UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS
REGISTERED INTERMEDIARY, PLEASE CONTACT ADP.
TRADES/VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A
VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS SUBMITTED
THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE
FULL SECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMITTED TO ADP AND THE
GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE
VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A
PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL
CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR
VOTING. THIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS
INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND RELEASE
THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION.
THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS WITH A
SETTLEMENT DATE PRIOR TO MEETING DATE + 1
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 5,944 5,944 5,944 4/12/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
VIVENDI UNIVERSAL V MIX Meeting Date: 04/28/2005
Issuer: F7063C114 ISIN: FR0000127771 BLOCKING
SEDOL: 4834777, 4859587, 4841379, 4863470
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown No
ID 220984 DUE TO AN ADDITIONAL RESOLUTION. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting *Management Position Unknown No
SEE HTTP://ICS.ADP.COM/MARKETGUIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED
SHARES: 1 TO 5 DAYS PRIOR TO THE MEETING DATE,
DEPENDS ON COMPANY S BY-LAWS. BEARER SHARES:
6 DAYS PRIOR TO THE MEETING DATE. FRENCH RESIDENT
SHAREOWNERS MUST COMPLETE, SIGN AND FORWARD THE
PROXY CARD DIRECTLY TO THE SUB CUSTODIAN. PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO
OBTAIN THE NECESSARY CARD, ACCOUNT DETAILS AND
DIRECTIONS. THE FOLLOWING APPLIES TO NON-RESIDENT
SHAREOWNERS: PROXY CARDS: ADP WILL FORWARD VOTING
INSTRUCTIONS TO THE GLOBAL CUSTODIANS THAT HAVE
BECOME REGISTERED INTERMEDIARIES, ON ADP VOTE
DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY,
THE GLOBAL CUSTODIAN WILL SIGN THE PROXY CARD
AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE
UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS
REGISTERED INTERMEDIARY, PLEASE CONTACT ADP.
TRADES/VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS
A VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS
SUBMITTED THAT HAVE A TRADE TRANSACTED (SELL)
FOR EITHER THE FULL SECURITY POSITION OR A PARTIAL
AMOUNT AFTER THE VOTE INSTRUCTION HAS BEEN SUBMITTED
TO ADP AND THE GLOBAL CUSTODIAN ADVISES ADP OF
THE POSITION CHANGE VIA THE ACCOUNT POSITION
COLLECTION PROCESS, ADP HAS A PROCESS IN EFFECT
WHICH WILL ADVISE THE GLOBAL CUSTODIAN OF THE
NEW ACCOUNT POSITION AVAILABLE FOR VOTING. THIS
WILL ENSURE THAT THE LOCAL CUSTODIAN IS INSTRUCTED
TO AMEND THE VOTE INSTRUCTION AND RELEASE THE
SHARES FOR SETTLEMENT OF THE SALE TRANSACTION.
THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS
WITH A SETTLEMENT DATE PRIOR TO MEETING DATE
+ 1
O.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown No
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS,
APPROVES THE FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE YEAR 2004, IN THE FORM PRESENTED
TO THE MEETING
O.2 RECEIVE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown No
AND THE STATUTORY AUDITORS, AND APPROVE THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN
THE FORM PRESENTED TO THE MEETING
O.3 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown No
AGREEMENTS GOVERNED BY ARTICLES L. 225-40 OF
THE FRENCH COMMERCIAL CODE AND APPROVE THE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
O.4 APPROVE THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown No
AND RESOLVE TO APPROPRIATE THE PROFITS OF EUR
1,227,292,200.00 AS FOLLOWS: LEGAL RESERVE: EUR
61,364,610.00, GLOBAL DIVIDEND: EUR 643,574,618.00,
CARRY FORWARD ACCOUNT: EUR 522,352,972.00; THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR
0.60 PER SHARE, THIS DIVIDEND WILL BE PAID ON
04 MAY 2005, THE SUM OF EUR 3,251,101.00 CORRESPONDING
TO THE AMOUNT OF THE SPECIAL RESERVE ON LONG-TERM
CAPITAL GAINS, REGISTERED IN THE INDIVIDUAL ACCOUNTS
ON 21 DEC 2004, WILL BE TRANSFERRED TO THE OTHER
RESERVES ACCOUNT, AS REQUIRED BY LAW
E.5 APPROVE THAT THE COMPANY SHALL BE RULED BY AN Management For *Management Position Unknown No
EXECUTIVE COMMITTEE AND A SUPERVISORY BOARD
O.6 RECEIVE THE BOARD OF DIRECTORS REPORT AND ADOPT Management For *Management Position Unknown No
THE TEXT OF THE NEW ARTICLES OF ASSOCIATION WHICH
WILL GOVERN HENCE FORTH THE COMPANY
O.7 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE RESOLUTIONS Management For *Management Position Unknown No
NUMBERS E.5 AND O.6 ARE ADOPTED, TO THE EXECUTIVE
COMMITTEE, TO INCREASE IN ONE OR MORE TRANSACTIONS,
IN FRANCE OR ABROAD, WITH SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHTS MAINTAINED, THE SHARE CAPITAL
BY A MAXIMUM NOMINAL AMOUNT OF EUR 1,000,000,000.00,
BY WAY OF ISSUING ORDINARY SHARES OF THE COMPANY
AS WELL AS ANY KIND OF SECURITIES GIVING ACCESS
BY ANY MEANS TO ORDINARY SHARES OF THE COMPANY
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ,
IT CANCELS AND REPLACES THE DELEGATION SET FORTH
IN RESOLUTION NUMBER 17 AND GIVEN BY THE GENERAL
MEETING OF 29 APR 2003
O.8 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE RESOLUTION Management For *Management Position Unknown No
NUMBERS E.5 AND O.6 ARE ADOPTED, TO THE EXECUTIVE
COMMITTEE TO INCREASE IN ONE OR MORE TRANSACTIONS,
IN FRANCE OR ABROAD, WITH WAIVER OF SHAREHOLDERS
PRE-EMPTIVE SUBSCRIPTION RIGHTS, THE SHARE CAPITAL
BY A MAXIMUM NOMINAL AMOUNT OF EUR 500,000,000.00,
BY WAY OF ISSUING ORDINARY SHARES OF THE COMPANY
AS WELL AS SECURITIES GIVING ACCESS BY ANY MEANS
TO ORDINARY SHARES OF THE COMPANY, THIS AMOUNT
SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH
IN RESOLUTION NUMBER O.7; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS IT CANCELS AND REPLACES
THE DELEGATION SET FORTH IN RESOLUTION NUMBER
18 AND GIVEN BY THE GENERAL MEETING OF 29 APR
2003; IN ALL CASES, THE AMOUNT OF THE CAPITAL
INCREASES REALIZED ACCORDING TO THE PRESENT RESOLUTION,
COUNTS AGAINST THE OVERALL VALUE SET FORTH IN
RESOLUTION NUMBER O.7
O.9 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE Management For *Management Position Unknown No
RESOLUTIONS NUMBERS E.5 AND O.6 ARE ADOPTED, THE
EXECUTIVE COMMITTEE TO INCREASE WITHIN THE LIMIT OF
THE GLOBAL CEILING SET IN THE RESOLUTION NUMBER O.7,
THE NUMBER OF SHARES, EQUITY SECURITIES OR SECURITIES
TO BE ISSUED IN CASE OF A SHARE CAPITAL INCREASE, WITH
OR WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS; AUTHORITY
EXPIRES AFTER 26 MONTHS
E.10 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE Management For *Management Position Unknown No
RESOLUTIONS NUMBERS E.5 AND O.6 ARE ADOPTED, THE
EXECUTIVE COMMITTEE ALL POWERS IN ORDER TO INCREASE
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS, BY A
MAXIMUM NOMINAL AMOUNT OF EUR 500,000,000.00, BY WAY
OF CAPITALIZING PREMIUMS, RETAINED EARNINGS, INCOME OR
OTHERS, TO BE CARRIED OUT THROUGH THE ALLOTMENT OF
BONUS SHARES OR THE RAISE OF THE PAR VALUE OF THE
EXISTING SHARES; THIS AMOUNT SHALL COUNT AGAINST THE
OVERALL VALUE SET FORTH IN RESOLUTION NUMBER O.7;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS ; THE
PRESENT DELEGATION CANCELS AND REPLACES THE DELEGATION
SET FORTH IN RESOLUTION NUMBER 19 AND GIVEN BY THE
GENERAL MEETING OF 29 APR 2003
O.15 APPOINT MR. JEAN RENE FOURTOU AS A MEMBER OF Management For *Management Position Unknown No
THE SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
O.11 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE Management For *Management Position Unknown No
RESOLUTIONS NUMBERS O.5 AND O.6 ARE ADOPTED, THE
EXECUTIVE COMMITTEE TO INCREASE THE SHARE CAPITAL, IN
ONE OR MORE TRANSACTIONS, IN FAVOR OF THE COMPANY S
EMPLOYEES WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN,
WITH THE ISSUE OF SHARES TO BE PAID UP IN CASH;
AUTHORITY EXPIRES AT THE END OF 26 MONTHS AND FOR AN
AMOUNT, WHICH SHALL NOT EXCEED 1.5% OF THE SHARE
CAPITAL; THE PRESENT DELEGATION CANCELS AND REPLACES,
FOR THE PERIOD UNUSED, THE DELEGATION SET FORTH IN
RESOLUTION NUMBER 21 AND GIVEN BY THE GENERAL MEETING
OF 23 APR 2003; IN ALL THE CASES, THE AMOUNT OF THE
CAPITAL INCREASES REALIZED ACCORDING TO THE PRESENT
RESOLUTION, COUNTS AGAINST THE OVERALL VALUE SET FORTH
IN RESOLUTION NUMBER 7; GRANT ALL POWERS TO THE BOARD
OF DIRECTORS, OR IF THE RESOLUTIONS NUMBERS O.5 AND
O.6 ARE ADOPTED, TO THE EXECUTIVE COMMITTEE, TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.12 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE Management For *Management Position Unknown No
RESOLUTIONS NUMBERS O.5 AND O.6 ARE ADOPTED, THE
EXECUTIVE COMMITTEE, ALL POWERS TO GRANT, IN ONE OR
MORE TRANSACTIONS, TO OFFICERS, SENIOR MANAGERS,
SENIOR EXECUTIVES OR EXCEPTIONALLY NON-EXECUTIVE
EMPLOYEES OF THE GROUP VIVENDI UNIVERSAL, OPTIONS
GIVING THE RIGHT TO SUBSCRIBE FOR NEW SHARES IN THE
COMPANY TO BE ISSUED THROUGH A SHARE CAPITAL INCREASE,
IT BEING PROVIDED THAT THE OPTIONS SHALL NOT GIVE
RIGHTS TO A TOTAL NUMBER OF SHARES, WHICH SHALL NOT
EXCEED 2.5% OF THE SHARE CAPITAL; AUTHORITY EXPIRES AT
THE END OF 36 MONTHS; THE PRESENT DELEGATION CANCELS
AND REPLACES, FOR THE PERIOD UNUSED THE DELEGATION SET
FORTH IN RESOLUTION 20 AND GIVEN BY THE GENERAL
MEETING OF 29 APR 2003; IN ALL THE CASES, THE AMOUNT
OF THE CAPITAL INCREASE REALIZED ACCORDING TO THE
PRESENT RESOLUTION, COUNTS AGAINST THE OVERALL VALUE
SET FORTH IN RESOLUTION NUMBER 7, AUTHORIZE THE BOARD
OF DIRECTORS, OR IF THE RESOLUTIONS NUMBERS 5 AND 5
ARE ADOPTED TO THE EXECUTIVE COMMITTEE, TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.13 AUTHORIZE THE BOARD OF DIRECTORS, OR IF THE Management For *Management Position Unknown No
RESOLUTIONS NUMBERS E.5 AND O.6 ARE ADOPTED, THE
EXECUTIVE COMMITTEE TO PROCEED, IN ONE OR MORE
TRANSACTIONS TO THE ALLOTMENT OF ORDINARY BONUS SHARES
IN ISSUE OR TO BE ISSUED; THE MAXIMUM NUMBER OF SHARES
GRANTED WILL NOT EXCEED 5% OF THE SHARE CAPITAL;
AUTHORITY EXPIRES AT THE END OF 36 MONTHS ; AUTHORIZE
THE BOARD OF DIRECTORS, OR IF THE RESOLUTIONS NUMBER
E.5 AND O.6 ARE ADOPTED, TO THE EXECUTIVE COMMITTEE,
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
NECESSARY FORMALITIES
O.14 AUTHORIZE IF THE RESOLUTION NUMBER O.30 IS APPROVED, Management For *Management Position Unknown No
THE BOARD OF DIRECTORS, OR IF THE RESOLUTION
NUMBERS E.5 AND O.6 ARE ADOPTED, THE EXECUTIVE
COMMITTEE, TO REDUCE THE SHARE CAPITAL BY CANCELING
THE SHARES HELD BY THE COMPANY IN CONNECTION
WITH A STOCK REPURCHASE PLAN, PROVIDED THAT THE
TOTAL NUMBER OF SHARES CANCELLED IN THE 24 MONTHS
DOES NOT EXCEED 10% OF THE CAPITAL; AND AUTHORIZE
THE BOARD OF DIRECTORS, OR IF THE RESOLUTION
NUMBERS E.5 AND O.6 ARE ADOPTED, TO THE EXECUTIVE
COMMITTEE TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
O.16 APPOINT MR. CLAUDE BEBEAR AS A MEMBER OF THE Management For *Management Position Unknown No
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
O.17 APPOINT MR. GERARD BREMOND AS A MEMBER OF THE Management For *Management Position Unknown No
SUPERVISORY BOARD FOR A PERIOD 3 YEARS
O.32 AMEND ARTICLE OF ASSOCIATION NUMBER 17 Management For *Management Position Unknown No
O.18 APPOINT MR. FERNANDO FALCO AS A MEMBER OF THE Management For *Management Position Unknown No
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
O.19 APPOINT MR. PAUL FRIBOURG AS A MEMBER OF THE Management For *Management Position Unknown No
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
O.20 APPOINT MR. GABRIEL HAWAWINI AS A MEMBER OF THE Management For *Management Position Unknown No
SUPERVISORY BOARD FOR A PERIOD OF 1 YEAR
O.21 APPOINT MR. HENRI LACHMANN AS A MEMBER OF THE Management For *Management Position Unknown No
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
O.22 APPOINT MR. RODOCANACHI AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown No
BOARD FOR A PERIOD OF 3 YEARS
O.23 APPOINT MR. KAREL VAN MIERT AS A MEMBER OF THE Management For *Management Position Unknown No
SUPERVISORY BOARD FOR A PERIOD OF 3 YEARS
O.24 APPOINT MRS. SARAH FRANK AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown No
BOARD FOR A PERIOD OF 4 YEARS
O.25 APPOINT MR. PATRICK KRON AS A MEMBER OF THE SUPERVISORY Management For *Management Position Unknown No
BOARD FOR A PERIOD OF 4 YEARS
O.26 APPOINT MR. ANDRZEJ OLECHOWSKI AS A MEMBER OF Management For *Management Position Unknown No
THE SUPERVISORY BOARD FOR A PERIOD OF 4 YEARS
O.27 APPROVE TO AWARD TOTAL ANNUAL FEES OF EUR 1,200,000.00 Management For *Management Position Unknown No
TO THE SUPERVISORY BOARD
O.28 APPROVE TO RENEW THE TERM OF OFFICE OF THE CABINET Management For *Management Position Unknown No
ALUSTRO-REYDEL AS THE STATUTORY AUDITOR FOR A
PERIOD OF 6 YEARS
O.29 APPOINT MR. SAN CLAUDE REYDEL IN REPLACEMENT Management For *Management Position Unknown No
OF MR. HUBERT LUNEAU AS A DEPUTY AUDITOR FOR
A PERIOD OF 6 YEARS
O.30 AUTHORIZE THE BOARD OF DIRECTORS OR IF THE RESOLUTIONS Management For *Management Position Unknown No
NUMBERS E.5 AND O.6 ARE ADOPTED, THE EXECUTIVE
COMMITTEE TO TRADE IN THE COMPANY S SHARES ON
THE STOCK MARKET, AS PER THE FOLLOWING CONDITIONS:
MAXIMUM PURCHASE PRICE: EUR 40.00 THE PURCHASE
AMOUNT ACCUMULATED UPON THE BASIS OF AN AVERAGE
PRICE OF EUR 24.00 PER SHARE, WILL NOT EXCEED
EUR 2,570,000,000.00; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; THE PRESENT DELEGATION CANCELS
AND REPLACES FOR THE REMAINING PERIOD, THE DELEGATION
GIVEN BY THE CGM OF 06 MAY 2004; AND AUTHORIZE
THE BOARD OF DIRECTORS, OR IF THE RESOLUTIONS
NUMBER E.5 AND O.6 ARE ADOPTED, TO THE EXECUTIVE
COMMITTEE, TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
O.31 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown No
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRESCRIBED BY LAW
* PLEASE NOTE THAT THE MEETING HELD ON 18 APR 2005 Non-Voting *Management Position Unknown No
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 28
APR 2005. PLEASE ALSO NOTE THE NEW CUTOFF DATE.
IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 32,000 32,000 32,000 4/12/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
PEARSON PLC PSO AGM Meeting Date: 04/29/2005
Issuer: G69651100 ISIN: GB0006776081
SEDOL: 5684283, 0677608
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ACCOUNTS OF THE COMPANY AND REPORTS Management For *Management Position Unknown No
OF THE DIRECTORS OF THE COMPANY DIRECTORS AND
AUDITORS OF THE COMPANY AUDITORS FOR YE 31
DEC 2004
2. DECLARE A FINAL DIVIDEND ON THE ORDINARY SHARES Management For *Management Position Unknown No
AS RECOMMENDED BY THE DIRECTORS
3. RE-ELECT MR. MARJORIE SCARDINO AS A DIRECTOR Management For *Management Position Unknown No
4. RE-ELECT MR. RONA FAIRHEAD AS A DIRECTOR Management For *Management Position Unknown No
5. RE-ELECT MR. PATRICK CESCAU AS A DIRECTOR Management For *Management Position Unknown No
6. RE-ELECT MR. REUBEN MARK AS A DIRECTOR Management For *Management Position Unknown No
7. RE-ELECT MR. VERNON SANKEY AS A DIRECTOR Management For *Management Position Unknown No
8. RE-APPOINT MRS. SUSAN FUHRMAN AS A DIRECTOR Management For *Management Position Unknown No
9. RECEIVE AND APPROVE THE REPORT ON THE DIRECTORS Management For *Management Position Unknown No
REMUNERATION
10. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown No
AUDITORS FOR THE ENSUING YEAR
11. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For *Management Position Unknown No
OF THE AUDITORS
12. AUTHORIZE THE DIRECTORS, PURSUANT TO THE AUTHORITY Management For *Management Position Unknown No
CONFERRED ON THE DIRECTORS PURSUANT TO RESOLUTION
10 PASSED AT THE AGM OF THE COMPANY HELD ON 30
APR 2004 AND SUBJECT TO THE PASSING OF RESOLUTION
13 AS SPECIFIED, TO ALLOT RELEVANT SECURITIES
SECTION 80 OF THE COMPANIES ACT 1985 THE ACT
UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 66,955,000;
AUTHORITY EXPIRES AT THE END OF THE NEXT AGM
OF THE COMPANY AFTER THE DATE OF THE PASSING
OF THIS RESOLUTION ; 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
13. APPROVE TO INCREASE THE AUTHORIZED ORDINARY SHARE Management For *Management Position Unknown No
CAPITAL OF THE COMPANY OF GBP 295,500,000 BY
GBP 1,000,000 TO GBP 296,500,000 BY THE CREATION
OF 4,000,000 ORDINARY SHARES OF 25P EACH
S.14 AUTHORIZE THE BOARD OF DIRECTORS OF THE COMPANY Management For *Management Position Unknown No
BOARD , PURSUANT TO SECTION 95 OF THE ACT, TO
ALLOT EQUITY SECURITIES SECTION 94 OF THE ACT
FOR CASH PURSUANT TO THE AUTHORITY CONFERRED
BY RESOLUTION 12 OR, IF RESOLUTION 12 IS NOT
PASSED OR DOES NOT BECOME UNCONDITIONAL, PURSUANT
TO THE AUTHORITY CONFERRED BY RESOLUTION 10 PASSED
AT THE AGM HELD ON 30 APR 2004 , DISAPPLYING
SECTION 89(1) OF THE ACT, PROVIDED THAT THIS
POWER IS LIMITED TO THE ALLOTMENT OF EQUITY SECURITIES
A) IN CONNECTION WITH AN OFFER OR RIGHTS ISSUE
IN FAVOR OF ORDINARY SHAREHOLDERS; AND B) UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 10,040,000;
AUTHORITY EXPIRES AT THE END OF THE NEXT AGM
OF THE COMPANY ; AND AUTHORIZE THE DIRECTORS
TO ALLOT EQUITY SECURITIES AFTER THE EXPIRY OF
THIS AUTHORITY IN PURSUANCE OF SUCH AN OFFER
OR AGREEMENT MADE PRIOR TO SUCH EXPIRY
S.15 AUTHORIZE THE COMPANY, PURSUANT TO ARTICLE 9 Management For *Management Position Unknown No
OF THE COMPANY S ARTICLES, TO MAKE MARKET PURCHASES
SECTION 163(3) OF THE ACT OF UP TO 80,000,000
ORDINARY SHARES OF 25P EACH IN THE CAPITAL OF
THE COMPANY, AT A MINIMUM PRICE OF 25P PER SHARE
AND NOT MORE THAN 105% OF THE AVERAGE OF THE
MARKET VALUE FOR SUCH SHARES DERIVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER
THE PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE END OF THE NEXT AGM OF THE
COMPANY OR 18 MONTHS ; 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
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 50,000 50,000 50,000 4/19/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
RIUNIONE ADRIATICA DI SICURTA RAS SPA, MILANO RASOF.PK MIX Meeting Date: 04/29/2005
Issuer: T79470109 ISIN: IT0000062825 BLOCKING
SEDOL: 4741833, 4718246
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown No
REACH QUORUM THERE WILL BE A SECOND CALL ON 02
MAY 2005.YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED.
PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL
BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING
IS CANCELLED. THANK YOU.
O.1 APPROVE THE BALANCES SHEET REPORTS AS OF 31 DEC Management For *Management Position Unknown No
2004; THE BOARD OF DIRECTORS REPORTS ON THE
MANAGEMENT ACTIVITY AND THE INTERNAL AUDITORS
REPORT; RESOLUTIONS RELATED THERETO
O.2 APPROVE TO REINSTATE THE BOARD OF DIRECTORS AFTER Management For *Management Position Unknown No
STATING THE DIRECTORS NUMBER AND THEIR EMOLUMENT;
RESOLUTIONS RELATED THERETO
O.3 GRANT AUTHORITY TO BUY OWN SHARES AND DISPOSE Management For *Management Position Unknown No
OF THEM AS PER ARTICLE 2357 AND FOLLOWING IF
ITALIAN CIVIL CODE AND ARTICLE 132 OF LEGISLATIVE
DECREE NO. 58/98; RESOLUTIONS RELATED THERETO
E.1 AMEND ARTICLE 7, 31 AND 32 OF THE BY-LAW; RESOLUTIONS Management For *Management Position Unknown No
RELATED THERETO
E.2 APPROVE TO EMPOWER THE BOARD OF DIRECTORS FOR Management For *Management Position Unknown No
A STOCK CAPITAL INCREASE AND THE BONDS ISSUE
AS PER ARTICLE 2443 AND 2420 TER ITALIAN CIVIL
CODE
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 16,452 16,452 26,452 4/15/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
ALLIANZ AG, MUENCHEN ALLZF.PK OGM Meeting Date: 05/04/2005
Issuer: D03080112 ISIN: DE0008404005
SEDOL: 5766749, 0048646, 5242487, 0018490, 5231485, 5479531, 7158333
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting *Management Position Unknown No
* PLEASE BE ADVISED THAT ALLIANZ AG SHARES ARE Non-Voting *Management Position Unknown No
ISSUED IN REGISTERED FORM AND AS SUCH DO NOT
REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE YOU
TO VOTE. THANK YOU.
1. RECEIVE THE FINANCIAL STATEMENTS AND THE ANNUAL Management For *Management Position Unknown No
REPORT FOR THE FY 2004 WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS
AND THE GROUP ANNUAL REPORT
2. APPROVE THE APPROPRIATION OF THE DISTRIBUTABLE Management For *Management Position Unknown No
PROFIT OF EUR 852,000,000 AS FOLLOWS: PAYMENT
OF A DIVIDEND OF EUR 1.75 PER NO-PAR SHARES;
EUR 177,635,811.25 SHALL BE ALLOCATED TO THE
OTHER REVENUE RESERVES; AND EX-DIVIDEND AND PAYABLE
DATE: 05 MAY 2005 PAYABLE DATE: 06 MAY 2005
3. RATIFY THE ACTS OF THE BOARD OF MANAGING DIRECTORS Management For *Management Position Unknown No
4. RATIFY THE ACTS OF THE SUPERVISORY BOARD Management For *Management Position Unknown No
5.1 RE-ELECT MR. IGOR LANDAU AS AN OFFICER TO THE Management For *Management Position Unknown No
SUPERVISORY BOARD
5.2 RE-ELECT PROFESSOR. DR. DENNIS J. SNOWER AS AN Management For *Management Position Unknown No
OFFICER TO THE SUPERVISORY BOARD
5.3 RE-ELECT MR. FRANZ FEHRENBACH AS AN OFFICER TO Management For *Management Position Unknown No
THE SUPERVISORY BOARD
5.4 RE-ELECT DR. FRANZ B. HUMER AS AN OFFICER TO Management For *Management Position Unknown No
THE SUPERVISORY BOARD
5.5 RE-ELECT DR. ALBRECHT SCHAEFER AS A SUBSTITUTE Management For *Management Position Unknown No
MEMBER TO THE SUPERVISORY BOARD
5.6 RE-ELECT DR. JUERGEN THAN AS AN OFFICER TO THE Management For *Management Position Unknown No
SUPERVISORY BOARD
6. AMEND THE ARTICLES OF ASSOCIATION IN RESPECT Management For *Management Position Unknown No
OF THE REMUNERATION FOR THE SUPERVISORY BOARD
AS FOLLOWS: FROM THE 2005 FINANCIAL YEAR ON,
EACH MEMBER OF THE SUPERVISORY BOARD SHALL RECEIVE
A FIXED ANNUAL REMUNERATION OF EUR 50,000, A
SHORT-TERM PROFIT-RELATED REMUNERATION OF UP
TO EUR 24,000, AND A LONG-TERM PROFIT-RELATED
REMUNERATION OF UP TO EUR 24,000, THE CHAIRMAN
SHALL RECEIVE TWICE, AND THE DEPUTY CHAIRMAN
ONE AND A HALF TIMES, THESE AMOUNTS; COMMITTEE
MEMBERS EXCEPT FOR MEMBERS OF THE MEDIATION
COMMITTEE AND AUDIT COMMITTEE SHALL RECEIVE
AN ADDITIONAL REMUNERATION OF 25% COMMITTEE
CHAIRMEN 50% OF THE ABOVE THE ABOVE MENTIONED
REMUNERATION, MEMBERS OF THE AUDIT COMMITTEE
A FIXED ANNUAL REMUNERATION OF EUR 30,000 THE
CHAIRMAN OF THE AUDIT COMMITTEE EUR 45,000 ,
EACH MEMBER SHALL RECEIVE AN ATTENDANCE FEE OF
EUR 500 PER SUPERVISORY BOARD MEETING AND COMMITTEE
MEETING; SHOULD SEVERAL MEETINGS BE HELD ON THE
SAME DAY OR ON CONSECUTIVE DAYS, THE ATTENDANCE
FEE WILL BE PAID ONLY ONCE
7. GRANT AUTHORITY TO ACQUIRE OWN SHARES FOR PURPOSES Management For *Management Position Unknown No
OF SECURITIES TRADING FINANCIAL INSTITUTIONS
IN WHICH THE COMPANY HOLDS A MAJORITY INTEREST
SHALL BE AUTHORIZED TO ACQUIRE AND SELL SHARES
OF THE COMPANY, AT PRICES NOT DEVIATING MORE
THAN 10% FROM THE MARKET PRICE OF THE SHARES,
ON OR BEFORE 03 NOV 2006; THE TRADING PORTFOLIO
OF SHARES TO BE ACQUIRED FOR SUCH PURPOSE SHALL
NOT EXCEED 5% OF THE COMPANY S SHARE CAPITAL
AT THE END OF ANY DAY
8. AUTHORIZE THE COMPANY TO ACQUIRE OWN SHARES OF Management For *Management Position Unknown No
UP TO 10% OF ITS SHARE CAPITAL, THROUGH THE STOCK
EXCHANGE AT A PRICE NOT DIFFERING MORE THAN 15%
FROM THE MARKET PRICE OF THE SHARES, OR BY WAY
OF A REPURCHASE OFFER AT A PRICE NOT DIFFERING
MORE THAN 20 %; FROM THE MARKET PRICE OF THE
SHARES, ON OR BEFORE 03 NOV 2006; AUTHORIZE THE
BOARD OF MANAGING DIRECTORS TO DISPOSE OF THE
SHARES IN A MANNER OTHER THAN THROUGH THE STOCK
EXCHANGE OR A RIGHTS OFFERING IF THE SHARES ARE
SOLD AT A PRICE NOT MATERIALLY BELOW THEIR MARKET
PRICE, TO USE THE SHARES FOR ACQUISITION PURPOSES,
TO FLOAT THE SHARES ON FOREIGN STOCK EXCHANGES,
TO USE THE SHARES FOR THE FULFILLMENT OF CONVERTIBLE
OR OPTION RIGHTS, TO OFFER THE SHARES TO EMPLOYEES
OF THE COMPANY OR ITS AFFILIATES, AND TO RETIRE
THE SHARES
9. AUTHORIZE THE BOARD OF MANAGING DIRECTORS TO Management For *Management Position Unknown No
ISSUE NEW PROFIT-SHARING CERTIFICATES OF UP TO
EUR 10,000,000, IN ORDER TO SECURE THE SUBSCRIPTION
RIGHTS OF HOLDERS OF PROFIT-SHARING CERTIFICATES,
ON OR BEFORE 03 MAY 2010; THE CAPITAL REPRESENTED
BY THE PROFIT-SHARING CERTIFICATES SHALL BE INCREASED
IN ACCORDANCE WITH ANY INCREASE OF THE SHARE
CAPITAL, HOLDERS OF PROFIT-SHARING CERTIFICATES
BEING GRANTED SUBSCRIPTION RIGHTS FOR NEW CERTIFICATES
* COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting *Management Position Unknown No
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF THE
APPLICATION. IF YOU WISH TO ACT ON THESE ITEMS,
YOU WILL NEED TO REQUEST A MEETING ATTEND AND
VOTE YOUR SHARES AT THE COMPANYS MEETING.
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 2,000 2,000 2,000 4/18/2005
INTERNATIONAL
GROWTH
- --------------
GABELLI G015 5,000 5,000 5,000 4/19/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
CRH PLC CRHCY AGM Meeting Date: 05/04/2005
Issuer: G25508105 ISIN: IE0001827041
SEDOL: 0182704, 4182249
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE COMPANY S FINANCIAL STATEMENTS AND Management For *Management Position Unknown No
THE REPORTS OF THE DIRECTORS AND THE AUDITORS
FOR THE YE 31 DEC 2004
2. DECLARE A DIVIDEND ON THE ORDINARY SHARES Management For *Management Position Unknown No
3.1 ELECT MR. T.W. HILL AS A DIRECTOR, IN ACCORDANCE Management For *Management Position Unknown No
WITH ARTICLES 103
3.2 ELECT MR. D.M. KENNEDY AS A DIRECTOR, IN ACCORDANCE Management For *Management Position Unknown No
WITH ARTICLES 103.
3.3 ELECT MR. K. MCGOWAN AS A DIRECTOR, IN ACCORDANCE Management For *Management Position Unknown No
WITH ARTICLES 103
3.4 ELECT MR. A. OBRIEN AS A DIRECTOR, IN ACCORDANCE Management For *Management Position Unknown No
WITH ARTICLES 103
3.5 ELECT MR. J.L. WITTSTOCK AS A DIRECTOR, IN ACCORDANCE Management For *Management Position Unknown No
WITH ARTICLES 103
3.6 ELECT MR. N. HARTERY AS A DIRECTOR, IN ACCORDANCE Management For *Management Position Unknown No
WITH ARTICLES 109
3.7 ELECT DR. J.M.C. OCONNOR AS A DIRECTOR IN ACCORDANCE Management For *Management Position Unknown No
WITH ARTICLES 109
4. AUTHORIZE THE DIRECTORS TO FIX THE REMUNERATION Management For *Management Position Unknown No
OF THE AUDITORS
5. APPROVE THAT AGGREGATE FEES OF THE NON-EXECUTIVE Management For *Management Position Unknown No
DIRECTOR SHALL NOT EXCEED EUR 750,000
S.6 AUTHORIZE THE COMPANY TO PURCHASE ORDINARY SHARES Management For *Management Position Unknown No
ON THE MARKET SECTION 212 OF THE COMPANIES ACT,
IN THE MANNER PROVIDED FOR IN ARTICLES 8A
OF THE ARTICLES OF ASSOCIATION OF THE COMPANY,
UP TO A MAXIMUM OF 10% OF THE ORDINARY SHARES;
AUTHORITY EXPIRE AT THE EARLIER OF THE CONCLUSION
OF THE AGM IN 2006 OR 03 AUG 2006
S.7 AUTHORIZE THE COMPANY TO RE-ISSUE TREASURY SHARES Management For *Management Position Unknown No
SECTION 209 OF THE COMPANIES ACT IN THE MANNER
PROVIDED FOR IN ARTICLES 8B OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY; AUTHORITY EXPIRES
EARLIER OF THE CONCLUSION AGM IN 2006 OR 03 AUG
2006
S.8 AUTHORIZE THE DIRECTORS, IN ACCORDANCE WITH Management For *Management Position Unknown No
THE POWERS, PROVISION AND LIMITATION OF ARTICLES
11(E) OF THE ARTICLES OF ASSOCIATION OF THE COMPANY,
TO ALLOT EQUITY SECURITIES FOR CASH AND IN RESPECT
OF SUB-PARAGRAPH (III) THERE OF UP TO AN AGGREGATE
NOMINAL VALUE OF EUR 9,056,000; AUTHORITY EXPIRES
AT THE EARLIER OF THE CONCLUSION OF THE AGM IN
2006 OR 03 AUG 2006
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 2,500 2,500 2,500 4/22/2005
INTERNATIONAL
GROWTH
- --------------
GABELLI G015 63,250 63,250 63,250 4/28/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
LLOYDS TSB GROUP PLC LYG OGM Meeting Date: 05/05/2005
Issuer: G5542W106 ISIN: GB0008706128
SEDOL: 5460524, 0870612
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE ACCOUNTS AND THE REPORTS OF THE DIRECTORS Management For *Management Position Unknown No
AND OF THE AUDITORS FOR THE YE 31 DEC 2004
2. APPROVE THE DIRECTORS REMUNERATION REPORT CONTAINED Management For *Management Position Unknown No
IN THE REPORT AND ACCOUNTS
3.a ELECT SIR JULIAN HORN-SMITH AS A DIRECTOR, WHO Management For *Management Position Unknown No
RETIRES UNDER ARTICLE 79 OF THE COMPANY S ARTICLES
OF ASSOCIATION
3.b ELECT MR. G.T. TATE AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown No
UNDER ARTICLE 79 OF THE COMPANY S ARTICLES OF
ASSOCIATION
4.a RE-ELECT MR. G.J.N GEMMELL AS A DIRECTOR, WHO Management For *Management Position Unknown No
RETIRES UNDER ARTICLE 82 OF THE COMPANY S ARTICLES
OF ASSOCIATION
4.b RE-ELECT MR. M. E. FAIREY AS A DIRECTOR, WHO Management For *Management Position Unknown No
RETIRES UNDER ARTICLE 82 OF THE COMPANY S ARTICLES
OF ASSOCIATION
4.c RE-ELECT DR. D.S. JULIUS AS A DIRECTOR, WHO RETIRES Management For *Management Position Unknown No
UNDER ARTICLE 82 OF THE COMPANY S ARTICLES OF
ASSOCIATION
5. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown No
AUDITORS
6. AUTHORIZE THE DIRECTORS TO SET THE REMUNERATION Management For *Management Position Unknown No
OF THE AUDITORS
7. APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For *Management Position Unknown No
DIRECTORS BY PARAGRAPH 9.2 OF THE ARTICLE 9 OF
THE COMPANY S ARTICLES OF ASSOCIATION, FOR THE
PERIOD ENDING ON THE DAY OF THE AGM IN 2006 OR
ON 04 AUG 2006, WHICHEVER IS EARLIER, AND FOR
THAT PERIOD THE SECTION 80 AMOUNT SHALL BE GBP
40,000,000 USD 40,000,000, EUR 40,000,000 AND
JPY 1,250,000,000
S.8. APPROVE TO RENEW THE AUTHORITY CONFERRED ON THE Management For *Management Position Unknown No
DIRECTORS, SUBJECT TO THE PASSING OF RESOLUTION
7, BY PARAGRAPH 9.3 OF THE ARTICLE 9 OF THE COMPANY S
ARTICLES OF ASSOCIATION AND FOR THAT PERIOD
THE SECTION 89 AMOUNT SHALL BE GBP 70,942,899
S.9. APPROVE TO RENEW THE AUTHORITY GIVEN TO THE COMPANY, Management For *Management Position Unknown No
TO MAKE MARKET PURCHASES SECTION 163 OF THE
COMPANIES ACT 1985 OF UP TO 567 MILLION ORDINARY
SHARES OF 25P EACH IN THE CAPITAL OF THE COMPANY,
AT A MINIMUM PRICE OF 25P AND UP TO 105% OF THE
AVERAGE MIDDLE MARKET QUOTATIONS FOR SUCH SHARES
DERIVED FROM THE 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 IN 20066 OR 04 NOV 2005;
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
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 60,000 60,000 60,000 4/22/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
SMITH & NEPHEW PLC SNN AGM Meeting Date: 05/05/2005
Issuer: G82343164 ISIN: GB0009223206
SEDOL: 4228499, 0922320
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
1. ADOPT THE REPORT AND THE ACCOUNTS Management For *Management Position Unknown No
2. DECLARE A FINAL DIVIDEND Management For *Management Position Unknown No
3. APPROVE THE REMUNERATION REPORT Management For *Management Position Unknown No
4. RE-ELECT MR. JOHN BUCHANAN Management For *Management Position Unknown No
5. RE-ELECT MR. BRAIN LARCOMBE Management For *Management Position Unknown No
6. RE-ELECT DR. PAMELA KIRBY Management For *Management Position Unknown No
7. RE-APPOINT THE AUDITORS Management For *Management Position Unknown No
8. AUTHORIZE THE DIRECTORS TO DETERMINE THE REMUNERATION Management For *Management Position Unknown No
OF THE AUDITORS
9. APPROVE TO RENEW THE DIRECTORS AUTHORITY TO Management For *Management Position Unknown No
ALLOT SHARES
S.10 APPROVE TO RENEW THE DIRECTORS AUTHORITY FOR Management For *Management Position Unknown No
THE DISAPPLICATION OF THE PRE-EMPTION RIGHTS
S.11 APPROVE TO RENEW THE DIRECTORS LIMITED AUTHORITY Management For *Management Position Unknown No
TO MAKE MARKET PURCHASES OF THE COMPANY S OWN
SHARES
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 60,000 60,000 60,000 4/22/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
TELEFONICA MOVILES S A TEM AGM Meeting Date: 05/06/2005
Issuer: E9016S114 ISIN: ES0178401016
SEDOL: 4695532
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting *Management Position Unknown No
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown No
REACH QUORUM, THERE WILL BE A SECOND CALL ON
07 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU.
1. APPROVE THE 2004 AND ACCOUNTS, MANAGEMENT REPORT, Management For *Management Position Unknown No
APPLICATION OF EARNINGS AND BOARDS MANAGEMENT
FOR BOTH THE COMPANY AND THE GROUP
2. APPROVE THE DIVIDEND PAYMENT Management For *Management Position Unknown No
3. RE-ELECT THE DIRECTORS Management For *Management Position Unknown No
4. RE-ELECT THE AUDITORS Management For *Management Position Unknown No
5. GRANT AUTHORITY TO ACQUIRE OWN SHARES Management For *Management Position Unknown No
6. DELEGATION OF POWERS Management For *Management Position Unknown No
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 75,000 75,000 75,000 4/26/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
GALLAHER GROUP PLC, LONDON GLH AGM Meeting Date: 05/11/2005
Issuer: G3708C105 ISIN: GB0003833695
SEDOL: 5830309, 0383369
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
7. ELECT MR. JAMES HOGAN AS A DIRECTOR OF THE COMPANY Management For *Management Position Unknown No
8. ELECT MR. STEWART HAINSWORTH AS A DIRECTOR OF Management For *Management Position Unknown No
THE COMPANY
9. RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS THE Management For *Management Position Unknown No
AUDITORS OF THE COMPANY AND AUTHORIZE THE DIRECTORS
TO FIX THE AUDITORS REMUNERATION
10. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH SECTION Management For *Management Position Unknown No
347C OF THE COMPANIES ACT 1985 ACT , TO MAKE
DONATIONS TO EU POLITICAL ORGANIZATIONS AND TO
INCUR EU POLITICAL EXPENDITURE SECTION 347A
OF THE ACT , UP TO A MAXIMUM AGGREGATE AMOUNT
OF GBP 50,000 PER ANNUM; AUTHORITY EXPIRES EARLIER
OF THE CONCLUSION OF THE COMPANY S AGM TO BE
HELD IN 2006 OR 10 AUG 2006
11. AUTHORIZE GALLAHER LIMITED, A WHOLLY-OWNED SUBSIDIARY Management For *Management Position Unknown No
OF THE COMPANY, IN ACCORDANCE WITH SECTION 347D
OF THE ACT, TO MAKE DONATIONS TO EU POLITICAL
ORGANIZATIONS AND TO INCUR EU POLITICAL EXPENDITURE
SECTION 347A OF THE ACT , UP TO A MAXIMUM AGGREGATE
AMOUNT OF GBP 50,000 PER ANNUM; AUTHORITY EXPIRES
EARLIER OF THE CONCLUSION OF THE COMPANY S AGM
TO BE HELD IN 2006 OR 10 AUG 2006
12. AUTHORIZE AUSTRIA TABAK GMBH & CO. KG, BEING Management For *Management Position Unknown No
A SUBSIDIARY UNDERTAKING OF THE COMPANY WHICH
IS INCORPORATED OUTSIDE GREAT BRITAIN, IN ACCORDANCE
WITH SECTION 347E OF THE ACT, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATIONS AND TO INCUR EU
POLITICAL EXPENDITURE SECTION 347A OF THE ACT,
UP TO A MAXIMUM AGGREGATE AMOUNT OF GBP 50,000
PER ANNUM; AUTHORITY EXPIRES EARLIER OF THE
CONCLUSION OF THE COMPANY S AGM TO BE HELD IN
2006 OR 10 AUG 2006
13. ADOPT THE RULES OF THE COMPANY S DEFERRED BONUS Management For *Management Position Unknown No
PLAN AND AUTHORIZE THE DIRECTORS TO DO ALL SUCH
ACTS AND THINGS AS THEY CONSIDER NECESSARY OR
DESIRABLE TO GIVE EFFECT THIS RESOLUTION
1. RECEIVE THE REPORT OF THE DIRECTORS AND THE ACCOUNTS Management For *Management Position Unknown No
FOR THE YE 31 DEC 2004 AND THE AUDITORS REPORT
THEREON
14. ADOPT THE RULES OF THE COMPANY S PERFORMANCE Management For *Management Position Unknown No
SHARE PLAN, AS THE RULES OF THE PERFORMANCE SHARE
PLAN AND AUTHORIZE THE DIRECTORS TO DO ALL SUCH
ACTS AND THINGS AS THEY CONSIDER NECESSARY OR
DESIRABLE TO GIVE EFFECT TO THIS RESOLUTION
2. DECLARE A FINAL DIVIDEND OF 21.5P PER ORDINARY Management For *Management Position Unknown No
SHARE FOR THE YE 31 DEC 2004 PAYABLE ON 24 MAY
2005 TO THE SHAREHOLDERS ON THE REGISTER AT THE
CLOSE OF BUSINESS ON 18 MAR 2005
3. APPROVE THE DIRECTORS REMUNERATION REPORT CONTAINED Management For *Management Position Unknown No
IN THE 2004 ANNUAL REPORT AND THE FINANCIAL STATEMENTS
4. RE-ELECT MR. JOHN GILDERSLEEVE AS A DIRECTOR Management For *Management Position Unknown No
OF THE COMPANY
5. RE-ELECT MRS. ALISON CARNWATH AS A DIRECTOR OF Management For *Management Position Unknown No
THE COMPANY
6. RE-ELECT MR. NIGEL DUNLOP AS A DIRECTOR OF THE Management For *Management Position Unknown No
COMPANY
15. APPROVE, SUBJECT TO AND CONDITIONAL ON THE APPROVAL Management For *Management Position Unknown No
OF THE COMPANY IN GENERALMEETING OF RESOLUTION
14, THE PERFORMANCE CRITERIA APPLICABLE TO AWARDS
GRANTED UNDER THE COMPANY S PERFORMANCE SHARE
PLAN FOR THE PERIOD 2004-2006, RETROSPECTIVELY
BY THE ADOPTION FOR THAT PERIOD OF THE PERFORMANCE
CRITERIA CONTAINED IN THE COPY THE RULES OF THE
PERFORMANCE SHARE PLAN AND AUTHORIZE THE DIRECTORS
TO DO ALL SUCH ACTS AND THINGS AS THEY CONSIDER
NECESSARY OR DESIRABLE TO GIVE EFFECT TO SUCH
AMENDMENTS
16. AUTHORIZE THE BOARD, GENERALLY AND WITHOUT CONDITIONS, Management For *Management Position Unknown No
UNDER SECTION 80 OF THE ACT TO ALLOT SHARES,
AND THE RIGHTS TO SHARES WHICH ARE DEFINED IN
SECTION 80 AS RELEVANT SECURITIES , UP TO TOTAL
NOMINAL AMOUNT OF GBP 21,837,651; AND THIS SHALL
BE THE SECTION 80 AMOUNT FOR THE PURPOSE OF ARTICLE
10 OF THE COMPANY S ARTICLE OF ASSOCIATION, BUT
ONLY FOR SO LONG AS ARTICLE 10 REFERS TO A SECTION
80 AMOUNT ; AUTHORITY EXPIRES EARLIER OF THE
CONCLUSION OF THE COMPANY S AGM TO BE HELD IN
2006 OR 10 AUG 2006 ; AND THE BOARD CAN MAKE
OFFERS, AND ENTER INTO AGREEMENTS, WHICH WOULD,
OR MIGHT NEED RELEVANT SECURITIES TO BE ALLOTTED
AFTER THIS PERIOD
S.17 AUTHORIZE THE BOARD UNDER FINE AUTHORITY GIVEN Management For *Management Position Unknown No
BY RESOLUTION 16 AND/OR WHERE AN ALLOTMENT CONSTITUTES
ON ALLOTMENT OF EQUITY SECURITIES BY VIRTUE OF
SECTION 94(3A) OF THE COMPANIES ACT 1985 TO ALLOT
EQUITY SECURITIES, ENTIRELY PAID FOR IN CASH,
FREE OF THE RESTRICTION IN SECTION 89(1) OF THE
ACT, THE TOTAL NOMINAL AMOUNT OF EQUITY SECURITIES
WHICH CON BE ALLOTTED UNDER THIS POWER IS 3,275,647
AND THIS SHALL BE THE SECTION 89 AMOUNT FOR
THE PURPOSES OF ARTICLE 10 OF THE COMPANY S ARTICLES
OF ASSOCIATION, BUT ONLY FOR SO LONG AS ARTICLE
10 REFERS TOO SECTION 89 AMOUNT ; AUTHORITY
EXPIRES EARLIER OF THE CONCLUSION OF THE COMPANY
S AGM TO BE HELD IN 2006 OR 10 AUG 2006 ; TO
MAKE OFFERS, AND ENTER INTO AGREEMENTS, WHICH
WOULD, OR MIGHT, NEED EQUITY SECURITIES TO BE
ALLOTTED AFTER THIS PERIOD; THERE IS NO LIMIT
AN THE TOTAL NOMINAL AMOUNT OF EQUITY SECURITIES
WHICH CAN BE ALLOTTED UNDER THIS POWER WHERE
THE ALLOTMENT IS IN CONNECTION WITH A RIGHTS
ISSUE, IN ALL OTHER CASES
S.18 AUTHORIZE THE COMPANY TO MAKE MARKET PURCHASES Management For *Management Position Unknown No
SECTION 163(3) OF UP TO 65,512,953 ORDINARY
SHARES OF 10P EACH IN THE CAPITAL OF THE COMPANY,
AT A MINIMUM PRICE OF 10P AND AMOUNT EQUAL TO
105% ABOVE THE AVERAGE MIDDLE MARKET QUOTATIONS
FOR SUCH SHARES DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, FOR THE 5 BUSINESS
DAYS PRECEDING THE DATE OF PURCHASE; AUTHORITY
EXPIRES EARLIER OF THE CONCLUSION OF THE COMPANY
S AGM TO BE HELD IN 2006 OR 10 AUG 2006 ; THE
COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT
TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY
BE EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY
S.19 ADOPT THE ARTICLES OF ASSOCIATION OF THE COMPANY Management For *Management Position Unknown No
AND AUTHORIZE THE DIRECTORS TO DO ALL SUCH ACTS
AND THINGS AS THEY CONSIDER NECESSARY OR DESIRABLE
TO GIVE EFFECT THIS RESOLUTION
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 45,000 45,000 45,000 4/28/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
CHRISTIAN DIOR SA CHDRF.PK MIX Meeting Date: 05/12/2005
Issuer: F26334106 ISIN: FR0000130403 BLOCKING
SEDOL: 4069030, 5690097, 4061393, 4194545
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting *Management Position Unknown No
SEE HTTP://ICS.ADP.COM/MARKETGUIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1
TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON
COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR TO THE
MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST
COMPLETE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO
THE SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT
DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWNERS: PROXY CARDS: ADP WILL
FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS
THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP
VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PROXY
CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE
UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS
REGISTERED INTERMEDIARY, PLEASE CONTACT ADP.
TRADES/VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A
VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS SUBMITTED
THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE
FULL SECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMITTED TO ADP AND THE
GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE
VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A
PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL
CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR
VOTING. THIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS
INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND RELEASE
THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION.
THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS WITH A
SETTLEMENT DATE PRIOR TO MEETING DATE + 1
O.1 RECEIVE THE MANAGEMENT REPORT OF THE BOARD OF Management For *Management Position Unknown No
DIRECTORS AND THE GENERAL REPORT OF THE STATUTORY
AUDITORS, AND APPROVE THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE 2004 FY
O.2 RECEIVE THE MANAGEMENT REPORT OF THE BOARD OF Management For *Management Position Unknown No
DIRECTORS, THE REPORT OF THE CHAIRMAN OF THE
BOARD OF DIRECTORS AND THE GENERAL REPORT OF
THE STATUTORY AUDITORS, AND APPROVE THE FINANCIAL
STATEMENTS AND THE BALANCE SHEET FOR THE YE 31
DEC 2004; AND GRANT DISCHARGE TO THE DIRECTORS
FOR THE PERFORMANCE OF THEIR DUTIES DURING THE
SAID FY
O.3 RECEIVE THE SPECIAL REPORT OF THE AUDITOR ON Management For *Management Position Unknown No
AGREEMENTS GOVERNED BY ARTICLE L. 225-38 OF THE
FRENCH COMMERCIAL CODE, AND APPROVE THE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
O.4 APPROVE AN AMOUNT OF EUR 82,741,928.90 CHARGED Management For *Management Position Unknown No
TO THE SPECIAL RESERVE ON LONG TERM CAPITAL GAINS
ACCOUNT WILL BE TRANSFERRED TO THE OTHER RESERVES
ACCOUNT; THE PAYMENT OF THE OUTSTANDING TAX,
AMOUNTING TO EUR 2,112,124.00 WILL BE CHARGED
TO THE OTHER RESERVES ACCOUNT
O.5 APPROVE THE APPROPRIATE AND DISTRIBUTE THE PROFITS Management For *Management Position Unknown No
OF THE FY, AS FOLLOWS: PROFITS: EUR 138,231,394.32;
PRIOR RETAINED EARNINGS: EUR 116,726,307.17;
DISTRIBUTABLE PROFITS: EUR 254 ,957,701.49; GLOBAL
DIVIDEND (EUR 0.97 PER SHARE): EUR 76,275,236.56;
THE BALANCE IS ALLOCATED TO THE RETAINED EARNINGS
ACCOUNT: EUR 78,682,464.93; THE SHAREHOLDERS
WILL RECEIVE A NET DIVIDEND OF EUR 0.97 PER SHARE;
AN INTERIM DIVIDEND OF EUR 0.32 PER SHARE, WITH
A TAX CREDIT OF EUR 0.16 PER SHARE WAS PAID ON
02 DEC 2004, THE BALANCE AMOUNTS TO EUR 0.65
WITH NO TAX CREDIT BUT ELIGIBLE FOR THE 50% ALLOWANCE;
IT WILL BE PAID ON 18 MAY 2005 AS REQUIRED BY
LAW
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BERNARD Management For *Management Position Unknown No
ARNAULT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PIERRE Management For *Management Position Unknown No
GODE AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.8 APPOINT MR. SIDNEY TOLEDANO AS A DIRECTOR FOR Management For *Management Position Unknown No
A PERIOD OF 3 YEARS
O.9 APPROVE TO RESOLVE TO AWARD TOTAL ANNUAL FEES Management For *Management Position Unknown No
OF EUR 85,752.54 TO THE BOARD OF DIRECTORS
O.10 AUTHORIZES THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown No
FOR THE AUTHORITY OF THE GENERAL MEETING ON 13
MAY 2004, TO TRADE IN THE COMPANY S SHARES ON
THE STOCK MARKET, AS PER THE FOLLOWING CONDITIONS:
MAXIMUM PURCHASE PRICE: EUR 90.00 MAXIMUM NUMBER
OF SHARES THAT MAY BE ACQUIRED: 908,635, PROVIDED
THAT IT SHALL NOT EXCEED 0.5% OF THE SHARE CAPITAL;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES AND IN PARTICULAR TO TRADE ON THE
STOCK MARKET; AUTHORITY EXPIRES AT THE END OF
18 MONTHS THE SHARE PURCHASES SHALL BE POSSIBLE
ONLY IF AIMING AT THE BUOYANCY OF THE MARKET,
IN THE EVENT OF A LIQUIDITY AGREEMENT WITH AN
INVESTMENT SERVICES SUPPLIER
O.11 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown No
FOR THE AUTHORITY OF THE GENERAL MEETING ON 13
MAY 2004, TO REDUCE THE SHARE CAPITAL BY CANCELING
THE SHARES HELD BY THE COMPANY IN CONNECTION
WITH A STOCK REPURCHASE PLAN, PROVIDED THAT THE
TOTAL NUMBER OF SHARES CANCELLED IN THE 24 MONTHS
DOES NOT EXCEED 10% OF THE CAPITAL; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS
E.12 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown No
FOR THE AUTHORITY OF THE EGM ON 15 MAY 2003,
TO INCREASE IN ONE OR MORE TRANSACTIONS, THE
SHARE CAPITAL: IN FRANCE OR ABROAD, BY A MAXIMUM
NOMINAL AMOUNT OF EUR 40,000,000.00 BY WAY OF
ISSUING, WITH MAINTENANCE OF THE SHAREHOLDERS
PREFERENTIAL RIGHT OF SUBSCRIPTION, COMPANY S
ORDINARY SHARES AND OR SECURITIES GIVING ACCESS
TO SHARES IN THE COMPANY, OR GIVING RIGHT TO
A DEBT SECURITY; THE AMOUNT OF ALL CAPITAL INCREASES
RESULTING FROM THE ISSUES DECIDED BY RESOLUTIONS
NUMBER E.13, O.14, E.15 OR E.16 SHALL COUNT AGAINST
THIS AMOUNT; BY CAPITALIZING RETAINED EARNINGS,
PROFITS AND PREMIUMS, TO BE CARRIED OUT THROUGH
THE ISSUE OF BONUS SHARES OR THE RAISE OF THE
PAR VALUE OF THE EXISTING SHARES BY A MAXIMUM
NOMINAL AMOUNT WHICH SHALL NOT EXCEED THE OVERALL
AMOUNT OF CAPITALIZABLE SUMS; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS
E.13 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown No
FOR THE AUTHORITY OF THE CGM ON 15 MAY 2003;
TO INCREASE IN ONE OR MORE TRANSACTIONS, IN FRANCE
OR ABROAD, THE SHARE CAPITAL BY A MAXIMUM NOMINAL
AMOUNT OF EUR 40,000,000.00, BY WAY OF ISSUING,
WITH WAIVER OF THE SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHTS, COMPANY S ORDINARY SHARES
OR SECURITIES GIVING ACCESS TO SHARES IN THE
COMPANY OR GIVING RIGHT TO A DEBT SECURITY THE
AMOUNT OF ALL CAPITAL INCREASES RESULTING FROM
THE ISSUES DECIDED BY RESOLUTIONS NUMBER E.12,
O.14, E.15 OR E.16 SHALL COUNT AGAINST THIS AMOUNT;
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; AUTHORITY EXPIRES AT THE END OF
26 MONTHS
O.14 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown No
THE SHARE CAPITAL BY WAY OF ISSUING SHARES AND
SECURITIES GIVING ACCESS TO THE CAPITAL OR GIVING
RIGHT TO A DEBT SECURITY: EITHER IN CONSIDERATION
FOR SECURITIES TENDERED IN A PUBLIC EXCHANGE
OFFER; EITHER, WITHIN THE LIMIT OF 10% OF THE
CAPITAL IN CONSIDERATION FOR THE CONTRIBUTIONS
IN KIND GRANTED TO THE COMPANY AND COMPRISED
OF EQUITY SECURITIES OR SECURITIES GIVING ACCESS
TO SHARE CAPITAL; THE AMOUNT OF THIS CAPITAL
INCREASE SHALL COUNT AGAINST THE AMOUNT OF ALL
CAPITA INCREASE RESULTING FROM THE ISSUE DECIDED
BY RESOLUTIONS NUMBER E.12, E.13, E15 OR E.16;
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES; AUTHORITY EXPIRES AT THE END OF
26 MONTHS
E.15 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown No
FOR THE AUTHORITY OF THE GENERAL MEETING ON 15
MAY 2003; TO INCREASE THE SHARE CAPITAL IN ONE
OR MORE TRANSACTIONS, IN FAVOR OF THE COMPANY
AND ITS SUBSIDIARIES EMPLOYEES WHO ARE MEMBERS
OF A COMPANY SAVINGS PLAN; FOR AN AMOUNT, WHICH
SHALL NOT EXCEED 3% OF THE SHARE CAPITAL; THE
AMOUNT OF THIS CAPITAL INCREASE SHALL COUNT AGAINST
THE AMOUNT OF ALL CAPITAL INCREASES RESULTING
FROM THE ISSUES DECIDED BY RESOLUTIONS NUMBER
E.12, E.13, O.14 OR E.16; AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS
E.16 AUTHORIZE THE BOARD OF DIRECTORS TO FREELY ALLOCATE Management For *Management Position Unknown No
IN ONE OR MORE TRANSACTIONS, THE COMPANY S EXISTING
SHARES OR TO BE ISSUED, TO THE PROFIT OF THE
COMPANY AND ITS SUBSIDIARY EMPLOYEES AND OFFICERS,
IT BEING PROVIDED THAT THE TOTAL NUMBER OF SHARES
SHALL NOT EXCEED 3% OF THE REGISTERED CAPITAL
THE AMOUNT OF THIS CAPITAL INCREASE SHALL COUNT
AGAINST THE AMOUNT OF ALL CAPITAL INCREASES RESULTING
FROM THE ISSUES DECIDED BY RESOLUTIONS NUMBER
E.12, E.13, O.14 OR E.15; AND AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES; AUTHORITY
EXPIRES AT THE END OF 38 MONTHS
E.17 AMEND THE ARTICLES OF ASSOCIATION IN ORDER TO Management For *Management Position Unknown No
ADAPT THEM TO THE LEGAL PROVISIONS: ARTICLE 18
POWERS, ARTICLE 19 HOLDING OF MEETINGS
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 17,000 17,000 17,000 4/27/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL SA TOT MIX Meeting Date: 05/17/2005
Issuer: F92124100 ISIN: FR0000120271 BLOCKING
SEDOL: 5836976, B030QX1, 4617462, 5180628, 0214663, 4905413, 5638279
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THE MEETING HELD ON 28 APR 2005 Non-Voting *Management Position Unknown No
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 17
MAY 2005. PLEASE ALSO NOTE THE NEW CUTOFF DATE.
IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown No
ID 221443, DUE TO CHANGE ADDITIONAL RESOLUTION.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
o.1 RECEIVE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown No
AND THE GENERAL REPORT OF THE STATUTORY AUDITORS;
APPROVE THE FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE YEAR 2004
o.2 APPROVE THE CONSOLIDATED FINANCIAL STATEMENTS Management For *Management Position Unknown No
FOR THE SAID FY
o.3 APPROVE THE PROFITS FOR THE FY : EUR 3,443,251,656.00 Management For *Management Position Unknown No
PRIOR RETAINED EARNINGS: EUR 1,355,570,990.00
DISTRIBUTABLE PROFITS : EUR 4,798,822,646.00
APPROPRIATION TO: GLOBAL DIVIDEND: EUR
3,429,081,583.00 CARRY FORWARD ACCOUNT: EUR
1,369,741,063.00 A DIVIDEND OF EUR 5.40 WILL BE PAID;
AND TO PAY THE INTERIM DIVIDEND OF EUR 2.40 ON 24 NOV
2004 GIVING THE RIGHT TO A TAX CREDIT; THE REMAINING
DIVIDEND OF EUR 3.00 WILL BE PAID ON 24 MAY 2005
o.4 RECEIVE THE SPECIAL REPORT OF THE AUDITORS ON Management For *Management Position Unknown No
THE AGREEMENTS GOVERNED BY THE ARTICLE L.225-38
OF THE FRENCH COMMERCIAL CODE; APPROVE THE SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PAUL Management For *Management Position Unknown No
DESMARAIS JR. AS A DIRECTOR FOR A PERIOD OF 3
YEARS
o.5 AUTHORIZE THE BOARD OF DIRECTORS TO TRADE IN Management For *Management Position Unknown No
THE COMPANY S SHARES ON THE STOCK MARKET AS PER
THE FOLLOWING CONDITIONS: MAXIMUM PURCHASE PRICE:
EUR 250.00, MAXIMUM NUMBER OF SHARES TO BE TRADED:
10% OF THE TOTAL NUMBER OF SHARES COMPRISING
THE SHARE CAPITAL; AUTHORITY EXPIRES AT THE
END OF 18 MONTHS ; IT CANCELS AND REPLACES FOR
THE PERIOD UNUSED THEREOF, THE DELEGATION SET
FORTH IN RESOLUTION NO. 5 AT THE CGM OF 14 MAY
2004; AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.7 APPROVE TO RENEW THE TERM OF OFFICE OF MR. BERTRAND Management For *Management Position Unknown No
JACQUILLAT AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.8 APPROVE TO RENEW THE TERM OF OFFICE OF MR. MAURICE Management For *Management Position Unknown No
LIPPENS AS A DIRECTOR FOR A PERIOD OF 3 YEARS
O.9 APPOINT LORD LEVENE OF PORTSOKEN KBE AS A DIRECTOR Management For *Management Position Unknown No
FOR A PERIOD OF 3 YEARS
E.10 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown No
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD, THE
SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT OF EUR
4,000,000,000.00, BY WAY OF ISSUING WITH THE
SHAREHOLDERS PREFERENTIAL RIGHT OF SUBSCRIPTION,
COMPANY S ORDINARY SHARES AND SECURITIES GIVING ACCESS
TO SHARES IN THE COMPANY; APPROVE THAT THE NOMINAL
VALUE OF DEBT SECURITIES ISSUED SHALL NOT EXCEED EUR
10,000,000,00.00; AUTHORITY EXPIRES AT THE END OF 26
MONTHS ; IT CANCELS AND REPLACES FOR THE PERIOD UNUSED
THEREOF ALL EARLIER AUTHORIZATIONS; AUTHORIZE THE
BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.11 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown No
IN ONE OR MORE TRANSACTIONS, IN FRANCE OR ABROAD,
THE SHARE CAPITAL BY A MAXIMUM NOMINAL AMOUNT
OF EUR 1,800,000,000.00 BY WAY OF ISSUING WITH
WAIVER OF THE SHAREHOLDERS PREFERENTIAL RIGHTS,
COMPANY S ORDINARY SHARES OR SECURITIES GIVING
ACCESS TO SHARES IN THE COMPANY; APPROVE THAT
THE NOMINAL VALUE OF DEBT SECURITIES ISSUED SHALL
NOT EXCEED EUR 10,000,000,00.00; AUTHORITY EXPIRES
AT THE END OF 26 MONTHS ; IT CANCELS AND REPLACES
FOR THE PERIOD UNUSED THEREOF ALL EARLIER AUTHORIZATIONS;
AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.12 AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE Management For *Management Position Unknown No
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FAVOUR OF THE COMPANY S EMPLOYEES WHO ARE
MEMBERS OF A COMPANY SAVINGS PLAN; AUTHORITY
EXPIRES AT THE END OF 26 MONTHS AND FOR AN AMOUNT
WHICH SHALL NOT EXCEED 1.50% OF THE SHARE CAPITAL;
IT CANCELS AND REPLACES FOR THE FRACTION UNUSED,
THE DELEGATION GIVEN FOR A PERIOD OF 5 YEARS
BY THE EGM OF 14 MAY 2004; AUTHORIZE THE BOARD
OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND
ACCOMPLISH ALL NECESSARY FORMALITIES
E.13 AUTHORIZE THE BOARD OF DIRECTORS TO FREELY ALLOCATE Management For *Management Position Unknown No
IN ONE OR MORE TRANSACTIONS, COMPANY S EXISTING
SHARES OR TO BE ISSUED, TO THE PROFIT OF THE
COMPANY AND ITS SUBSIDIARIES EMPLOYEES IN ACCORDANCE
WITH L.225-197-2 OF THE FRENCH COMMERCIAL CODE
AND OFFICERS, IT BEING PROVIDED THAT THE TOTAL
NUMBER OF SHARES SHALL NOT EXCEED 1% OF THE REGISTERED
CAPITAL; AUTHORITY EXPIRES AT THE END OF 38
MONTHS ; AUTHORIZE THE BOARD OF DIRECTORS TO
TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL
FORMALITIES
* PLEASE NOTE THAT THE BELOW RESOLUTION A IS NOT Non-Voting *Management Position Unknown No
AGREED BY THE BOARD OF DIRECTORS. THANK YOU.
E.13A PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shareholder For *Management Position Unknown No
AUTHORIZE THE BOARD OF DIRECTORS TO FREELY ALLOCATE
IN ONE OR MORE TRANSACTIONS, COMPANY S EXISTING
SHARES OR TO BE ISSUED, TO THE PROFIT OF THE
COMPANY AND ITS SUBSIDIARIES EMPLOYEES IN ACCORDANCE
WITH ARTICLE L.225-197-2 OF THE FRENCH COMMERCIAL
CODE OR TO SOME CATEGORIES OF THEM AND OFFICERS,
IT BEING PROVIDED THAT THE TOTAL NUMBER OF SHARES
SHALL NOT EXCEED 1% OF THE REGISTERED
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting *Management Position Unknown No
SEE HTTP://ICS.ADP.COM/MARKETGUIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1
TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON
COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR TO THE
MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST
COMPLETE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO
THE SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT
DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWNERS: PROXY CARDS: ADP WILL
FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS
THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP
VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PROXY
CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE
UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS
REGISTERED INTERMEDIARY, PLEASE CONTACT ADP.
TRADES/VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A
VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS SUBMITTED
THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE
FULL SECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMITTED TO ADP AND THE
GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE
VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A
PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL
CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR
VOTING. THIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS
INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND RELEASE
THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION.
THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS WITH A
SETTLEMENT DATE PRIOR TO MEETING DATE + 1
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 5,944 5,944 5,944 4/26/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
THE SWATCH GROUP AG, NEUENBURG N/A AGM Meeting Date: 05/18/2005
Issuer: H83949141 ISIN: CH0012255151 BLOCKING
SEDOL: 7184725
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
1.3 APPROVE THE STATUTORY AUDITORS REPORT AND THE Management For *Management Position Unknown No
REPORT OF THE GROUP AUDITORS
1.4 APPROVE THE REPORTS AND THE FINANCIAL STATEMENTS Management For *Management Position Unknown No
2. GRANT DISCHARGE THE BOARD OF DIRECTORS Management For *Management Position Unknown No
3. APPROVE THE APPROPRIATION OF THE NET INCOME Management For *Management Position Unknown No
4. APPROVE THE REDUCTION OF THE SHARE CAPITAL ADAPTATION Management For *Management Position Unknown No
OF ARTICLE 4 OF THE STATUTES
5. ELECT THE BOARD OF DIRECTORS Management For *Management Position Unknown No
6. APPROVE TO NOMINATE THE STATUTORY AUDITORS AND Management For *Management Position Unknown No
THE GROUP AUDITORS
* PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting *Management Position Unknown No
* THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting *Management Position Unknown No
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS. THANK YOU.
1.1 APPROVE THE 2004 ANNUAL REPORT OF THE BOARD OF Management For *Management Position Unknown No
DIRECTORS
1.2 APPROVE THE 2004 FINANCIAL STATEMENTS AND THE Management For *Management Position Unknown No
CONSOLIDATED FINANCIAL STATEMENTS
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 7,000 7,000 7,000 5/2/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
CHEUNG KONG (HOLDINGS) LTD CHEUY.PK AGM Meeting Date: 05/19/2005
Issuer: Y13213106 ISIN: HK0001000014
SEDOL: 5633100, B01XX20, 6190273, 6191458
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE AUDITED FINANCIAL STATEMENTS AND Management For *Management Position Unknown No
THE REPORTS OF THE DIRECTORS AND THE AUDITORS
FOR THE YE 31 DEC 2004
2. DECLARE A FINAL DIVIDEND Management For *Management Position Unknown No
3.1 RE-ELECT MR. LI KA-SHING AS A DIRECTOR Management For *Management Position Unknown No
3.2 RE-ELECT MR. LI TZAR KUOI AS A DIRECTOR Management For *Management Position Unknown No
3.3 RE-ELECT MR. VICTOR AS A DIRECTOR Management For *Management Position Unknown No
3.4 RE-ELECT MS. PAU YEE WAN AS A DIRECTOR Management For *Management Position Unknown No
3.5 RE-ELECT MR. EZRA AS A DIRECTOR Management For *Management Position Unknown No
3.6 RE-ELECT MR. WOO CHIA CHING AS A DIRECTOR Management For *Management Position Unknown No
3.7 RE-ELECT MR. GRACE AS A DIRECTOR Management For *Management Position Unknown No
3.8 RE-ELECT MR. LEUNG SIU HON AS A DIRECTOR Management For *Management Position Unknown No
3.9 RE-ELECT MR. SIMON MURRAY AS A DIRECTOR Management For *Management Position Unknown No
3.10 RE-ELECT MR. CHOW NIN MOW AS A DIRECTOR Management For *Management Position Unknown No
3.11 RE-ELECT MR. ALBERT AS A DIRECTOR Management For *Management Position Unknown No
3.12 RE-ELECT MR. KWAN CHIU YIN AS A DIRECTOR Management For *Management Position Unknown No
3.13 RE-ELECT MR. ROBERT AS A DIRECTOR Management For *Management Position Unknown No
3.14 RE-ELECT MR. CHEONG YING CHEW AS A DIRECTOR Management For *Management Position Unknown No
3.15 RE-ELECT MR. HENRY AS A DIRECTOR Management For *Management Position Unknown No
4. APPOINT THE AUDITORS AND AUTHORIZE THE DIRECTORS Management For *Management Position Unknown No
TO FIX THEIR REMUNERATION
5.1 AUTHORIZE THE DIRECTORS, TO ISSUE AND DISPOSE Management For *Management Position Unknown No
THE ADDITIONAL SHARES NOT EXCEEDING 20% OF THE
EXISTING ISSUED SHARE CAPITAL OF THE COMPANY
AT THE DATE OF THIS RESOLUTION UNTIL THE NEXT
AGM RELEVANT PERIOD , SUCH MANDATE TO INCLUDE
THE GRANTING OF OFFERS OR OPTIONS INCLUDING
BONDS AND DEBENTURES CONVERTIBLE INTO SHARES
OF THE COMPANY WHICH MIGHT BE EXERCISABLE OR
CONVERTIBLE DURING OR AFTER THE RELEVANT PERIOD
5.2 AUTHORIZE THE DIRECTORS, DURING THE RELEVANT Management For *Management Position Unknown No
PERIOD AS SPECIFIED OF ALL THE POWERS OF THE
COMPANY, TO REPURCHASE SHARES OF HKD 0.50 EACH
IN. THE CAPITAL OF THE COMPANY IN ACCORDANCE
WITH ALL APPLICABLE LAWS AND THE REQUIREMENTS
OF THE RULES GOVERNING THE LISTING OF SECURITIES
ON THE STOCK EXCHANGE OF HONG KONG LIMITED OR
OF ANY OTHER STOCK EXCHANGE AS AMENDED FROM TIME
TO TIME; THE AGGREGATE NOMINAL AMOUNT OF SHARES
OF THE COMPANY TO BE REPURCHASED BY THE COMPANY
PURSUANT TO THE APPROVAL AS SPECIFIED SHALL NOT
EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT OF
THE SHARE CAPITAL OF THE COMPANY IN ISSUE AT
THE DATE OF THIS RESOLUTION, AND THE SAID APPROVAL
SHALL BE LIMITED ACCORDINGLY; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR THE EXPIRATION OF THE PERIOD
WITHIN WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED
BY LAW TO BE HELD
5.3 AUTHORIZE THE DIRECTORS TO ISSUE AND DISPOSE Management For *Management Position Unknown No
OF ADDITIONAL SHARES PURSUANT TO ORDINARY RESOLUTION
NO. 5.1 AS SPECIFIED BE HEREBY EXTENDED BY THE
ADDITION THERETO OF AN AMOUNT REPRESENTING THE
AGGREGATE NOMINAL AMOUNT OF THE SHARE CAPITAL
OF THE COMPANY REPURCHASED BY THE COMPANY UNDER
THE AUTHORITY GRANTED PURSUANT TO ORDINARY RESOLUTION
NO. 5.2 AS SPECIFIED, PROVIDED THAT SUCH AMOUNT
SHALL NOT EXCEED 10% OF THE AGGREGATE NOMINAL
AMOUNT OF THE ISSUED SHARE CAPITAL OF THE COMPANY
AT THE DATE OF THE SAID RESOLUTION
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 50,000 50,000 50,000 5/4/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
CHEUNG KONG (HOLDINGS) LTD CHEUY.PK AGM Meeting Date: 05/19/2005
Issuer: Y13213106 ISIN: HK0001000014
SEDOL: 5633100, B01XX20, 6190273, 6191458
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown No
ID 232094 DUE TO A CHANGE INTHE AGENDA. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
1. RECEIVE THE AUDITED FINANCIAL STATEMENTS AND Management For *Management Position Unknown No
THE REPORTS OF THE DIRECTORS ANDAUDITORS FOR
THE YE 31 DEC 2004
2. DECLARE A FINAL DIVIDEND Management For *Management Position Unknown No
3.1 ELECT MR. LI KA-SHING AS A DIRECTOR Management For *Management Position Unknown No
3.2 ELECT MR. LI TZAR KUOI, VICTOR AS A DIRECTOR Management For *Management Position Unknown No
3.3 ELECT MS. PAU YEE WAN, EZRA AS A DIRECTOR Management For *Management Position Unknown No
3.4 ELECT MS. WOO CHIA CHING, GRACE AS A DIRECTOR Management For *Management Position Unknown No
3.5 ELECT MR. LEUNG SIU HON AS A DIRECTOR Management For *Management Position Unknown No
3.6 ELECT MR. SIMON MURRAY AS A DIRECTOR Management For *Management Position Unknown No
3.7 ELECT MR. CHOW NIN MOW, ALBERT AS A DIRECTOR Management For *Management Position Unknown No
3.8 ELECT MR. KWAN CHIU YIN, ROBERT AS A DIRECTOR Management For *Management Position Unknown No
3.9 ELECT MR. CHEONG YING CHEW, HENRY AS A DIRECTOR Management For *Management Position Unknown No
4. APPOINT MESSRS. DELOITTE TOUCHE TOHMATSU AS THE Management For *Management Position Unknown No
AUDITORS AND AUTHORISE THE DIRECTORS TO FIX THEIR
REMUNERATION
5.1 AUTHORIZE THE DIRECTORS, TO ISSUE AND DISPOSE Management For *Management Position Unknown No
THE ADDITIONAL SHARES NOT EXCEEDING 20% OF THE
EXISTING ISSUED SHARE CAPITAL OF THE COMPANY
AT THE DATE OF THIS RESOLUTION UNTIL THE NEXT
AGM RELEVANT PERIOD , SUCH MANDATE TO INCLUDE
THE GRANTING OF OFFERS OR OPTIONS INCLUDING
BONDS AND DEBENTURES CONVERTIBLE INTO SHARES
OF THE COMPANY WHICH MIGHT BE EXERCISABLE OR
CONVERTIBLE DURING OR AFTER THE RELEVANT PERIOD
5.2 AUTHORIZE THE DIRECTORS, DURING THE RELEVANT Management For *Management Position Unknown No
PERIOD AS SPECIFIED OF ALL THEPOWERS OF THE
COMPANY, TO REPURCHASE SHARES OF HKD 0.50 EACH
IN. THE CAPITAL OF THE COMPANY IN ACCORDANCE
WITH ALL APPLICABLE LAWS AND THE REQUIREMENTS
OF THE RULES GOVERNING THE LISTING OF SECURITIES
ON THE STOCK EXCHANGE OF HONG KONG LIMITED OR
OF ANY OTHER STOCK EXCHANGE AS AMENDED FROM TIME
TO TIME; THE AGGREGATE NOMINAL AMOUNT OF SHARES
OF THE COMPANY TO BE REPURCHASED BY THE COMPANY
PURSUANT TO THE APPROVAL AS SPECIFIED SHALL NOT
EXCEED 10% OF THE AGGREGATE NOMINAL AMOUNT OF
THE SHARE CAPITAL OF THE COMPANY IN ISSUE AT
THE DATE OF THIS RESOLUTION, AND THE SAID APPROVAL
SHALL BE LIMITED ACCORDINGLY; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR THE EXPIRATION OF THE PERIOD
WITHIN WHICH THE NEXT AGM OF THE COMPANY IS REQUIRED
BY LAW TO BE HELD
5.3 AUTHORIZE THE DIRECTORS TO ISSUE AND DISPOSE Management For *Management Position Unknown No
OF ADDITIONAL SHARES PURSUANT TORESOLUTION NO.
5.1 AS SPECIFIED BE HEREBY EXTENDED BY THE ADDITION
THERETO OF AN AMOUNT REPRESENTING THE AGGREGATE
NOMINAL AMOUNT OF THE SHARE CAPITAL OF THE COMPANY
REPURCHASED BY THE COMPANY UNDER THE AUTHORITY
GRANTED PURSUANT TO RESOLUTION NO. 5.2 AS SPECIFIED,
PROVIDED THAT SUCH AMOUNT SHALL NOT EXCEED 10%
OF THE AGGREGATE NOMINAL AMOUNT OF THE ISSUED
SHARE CAPITAL OF THE COMPANY AT THE DATE OF THE
SAID RESOLUTION
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 50,000 50,000 50,000 5/13/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
HILTON GROUP PLC HLTGY.PK AGM Meeting Date: 05/20/2005
Issuer: G45098103 ISIN: GB0005002547
SEDOL: 5474752, 0500254
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE REPORTS AND ACCOUNTS FOR Management For *Management Position Unknown No
2004
2. DECLARE A FINAL DIVIDEND Management For *Management Position Unknown No
3. RE-APPOINT MR. C. BELL AS A DIRECTOR Management For *Management Position Unknown No
4. RE-APPOINT MR. S.F. BOLLENBACH AS A DIRECTOR Management For *Management Position Unknown No
5. REAPPOINT MR. D.M.C. MICHELS AS A DIRECTOR Management For *Management Position Unknown No
6. APPOINT MR. I.R. CARTER AS A DIRECTOR Management For *Management Position Unknown No
7. APPOINT MR. C.P. WICKS AS A DIRECTOR Management For *Management Position Unknown No
8. RE-APPOINT ERNST & YOUNG LLP AS THE AUDITOR AND Management For *Management Position Unknown No
AUTHORIZE THE DIRECTORS TO AGREE THE AUDITOR
S REMUNERATION
9. APPROVE THE REMUNERATION REPORT Management For *Management Position Unknown No
10. AUTHORIZE DONATIONS TO EU POLITICAL ORGANIZATIONS Management For *Management Position Unknown No
AND EU POLITICAL EXPENDITURE
11. APPROVE TO INCREASE THE AUTHORIZED SHARE CAPITAL Management For *Management Position Unknown No
12. AUTHORIZE THE DIRECTORS TO ALLOT SHARES Management For *Management Position Unknown No
13. APPROVE TO DISAPPLY SECTION 89(1) OF THE COMPANIES Management Against *Management Position Unknown No
ACT 1985
14. AUTHORIZE THE COMPANY TO PURCHASE ITS OWN SHARES Management For *Management Position Unknown No
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 220,000 220,000 220,000 5/9/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
IRISH LIFE & PERMANENT PLC ILPMF.PK OGM Meeting Date: 05/20/2005
Issuer: G4945H105 ISIN: IE0004678656
SEDOL: B01DKP2, 0467865, B014WR1, 4455253
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AGM.THANK YOU. Non-Voting *Management Position Unknown No
1. RECEIVE THE ACCOUNTS AND REPORTS Management For *Management Position Unknown No
2. APPROVE TO DECLARE A FINAL DIVIDEND Management For *Management Position Unknown No
3.a RE-APPOINT MR. PETER FITZPATRIC Management For *Management Position Unknown No
3.b RE-APPOINT MR. EAMONN HEFFERNAN Management For *Management Position Unknown No
3.c RE-APPOINT MR. BRAIN MCCONNELL Management For *Management Position Unknown No
3.d RE-APPOINT MR. BREFFNI BRYNE Management For *Management Position Unknown No
3.e RE-APPOINT MR. DAVID BYRNE Management For *Management Position Unknown No
3.f RE-APPOINT MR. DANUTA GRAY Management For *Management Position Unknown No
4. GRANT AUTHORITY TO FIX THE AUDITORS REMUNERATION Management For *Management Position Unknown No
5. GRANT AUTHORITY TO ALLOT SHARES Management For *Management Position Unknown No
6. AUTHORIZE THE COMPANY AND/OR ANY SUBSIDIARY TO Management For *Management Position Unknown No
PURCHASE THE COMPANY S SHARES AND TO FIX THE
RE.ISSUE PRICE OF TREASURY SHARES
7. AUTHORIZE THE DIRECTORS TO DISAPPLY STATUTORY Management Against *Management Position Unknown No
PRE.EMPTION RIGHTS
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 50,000 50,000 50,000 5/9/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
GLAXOSMITHKLINE PLC GSK AGM Meeting Date: 05/25/2005
Issuer: G3910J112 ISIN: GB0009252882
SEDOL: 0925288, 4907657
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE AND ADOPT THE DIRECTORS REPORT AND THE Management For *Management Position Unknown No
FINANCIAL STATEMENTS FOR THE YE 31 DEC 2004
2. APPROVE THE REMUNERATION REPORT FOR THE YE 31 Management For *Management Position Unknown No
DEC 2004
3. ELECT SIR CHRISTOPHER GENT AS A DIRECTOR OF THE Management For *Management Position Unknown No
COMPANY
4. ELECT SIR DERYCK MAUGHAN AS A DIRECTOR OF THE Management For *Management Position Unknown No
COMPANY
5. ELECT MR. JULIAN HESLOP AS A DIRECTOR OF THE COMPANY Management For *Management Position Unknown No
6. RE-ELECT DR. JEAN-PIERRE GARNIER AS A DIRECTOR Management For *Management Position Unknown No
OF THE COMPANY
7. RE-ELECT SIR IAN PROSSER AS A DIRECTOR OF THE Management For *Management Position Unknown No
COMPANY
8. RE-ELECT DR. RONALDO SCHMITZ AS A DIRECTOR OF Management For *Management Position Unknown No
THE COMPANY
9. RE-ELECT DR. LUCY SHAPIRO AS A DIRECTOR OF THE Management For *Management Position Unknown No
COMPANY
10. AUTHORIZE THE AUDIT COMMITTEE TO RE-APPOINT Management For *Management Position Unknown No
PRICEWATERHOUSECOOPERS LLP AS A AUDITORS TO THE
COMPANY TO HOLD OFFICE FROM THE CONCLUSION OF THE
MEETING TO THE CONCLUSION OF THE NEXT MEETING AT
WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY
11. AUTHORIZE THE AUDIT COMMITTEE TO DETERMINE THE Management For *Management Position Unknown No
REMUNERATION OF THE AUDITORS
12. AUTHORIZE THE COMPANY, IN ACCORDANCE WITH 347C Management For *Management Position Unknown No
OF THE COMPANIES ACT 1985, TO MAKE DONATIONS
TO EU POLITICAL ORGANIZATION AND TO INCUR EU
POLITICAL EXPENDITURE UP TO A MAXIMUM AGGREGATE
AMOUNT OF GBP 50,000; AUTHORITY EXPIRES EARLIER
THE CONCLUSION OF THE NEXT AGM IN 2006 OR 24
NOV 2006
S.13 AUTHORIZE THE DIRECTORS, FOR THE PURPOSES OF Management Against *Management Position Unknown No
ARTICLE 12 OF THE COMPANY S ARTICLES OF ASSOCIATION
AND PURSUANT TO SECTION 95 OF THE COMPANIES ACT
1985, TO ALLOT EQUITY SECURITIES SECTION 94
OF THE ACT FOR CASH PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 20 PASSED AT THE AGM
HELD ON 21 MAY 2001, 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 AS DEFINED IN ARTICLE 12.5 OF THE COMPANY
S ARTICLES OF ASSOCIATION PROVIDED THAT AN OFFER
OF EQUITY SECURITIES PURSUANT TO ANY SUCH RIGHTS
ISSUE NEED NOT BE OPEN TO ANY SHAREHOLDER HOLDING
ORDINARY SHARES AS TREASURY SHARES; AND B) UP
TO AN AGGREGATE NOMINAL AMOUNT OF GBP 73,301,955;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
OF THE NEXT AGM OF THE COMPANY IN 2006 OR ON
24 NOV 2006 ; AND THE DIRECTORS TO ALLOT EQUITY
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY
IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE
PRIOR TO SUCH EXPIRY
S.14 AUTHORIZE THE COMPANY, FOR THE PURPOSE OF SECTION Management For *Management Position Unknown No
166 OF THE COMPANIES ACT 1985, TO MAKE MARKET
PURCHASES SECTION 163 OF THE ACT OF UP TO 586,415,642
ORDINARY SHARES OF 25P EACH, AT A MINIMUM PRICE
OF 25P AND UP TO 105% OF THE AVERAGE MIDDLE MARKET
QUOTATIONS FOR SUCH SHARES DERIVED FROM THE LONDON
STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS; AUTHORITY EXPIRES
THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY HELD IN 2006 OR ON 24 NOV 2006;
THE COMPANY, BEFORE THE EXPIRY, MAY MAKE A
CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL
OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
EXPIRY
S.15 AMEND ARTICLE 48A OF THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown No
S.16 AMEND THE ARTICLE 154.2 OF THE ARTICLES OF ASSOCIATION Management For *Management Position Unknown No
S.17 AMEND THE ARTICLE 81 OF THE ARTICLE OF ASSOCIATION Management For *Management Position Unknown No
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 42,140 42,140 42,140 5/12/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
ENI SPA, ROMA EIPAF.PK AGM Meeting Date: 05/26/2005
Issuer: T3643A145 ISIN: IT0003132476 BLOCKING
SEDOL: B020CR8, 7145056, B07LWK9, 7146059
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting *Management Position Unknown No
ID: 213014 DUE TO ADDITION OF RESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown No
REACH QUORUM THERE WILL BE A SECOND CALL ON 27
MAY 2005. YOUR VOTING INSTRUCTIONS WILL REMAIN
VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED.
PLEASE BE ALSO ADVISED THAT YOUR SHARES WILL
BE BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING
IS CANCELLED. THANK YOU
1. APPROVE THE FINANCIAL STATEMENT AS OF 31 DEC Management For *Management Position Unknown No
2004 OF ENI SPA, THE CONSOLIDATED FINANCIAL STATEMENT
AS OF 31 DEC 2004, THE REPORTS OF THE BOARD OF
DIRECTORS, OF THE BOARD OF AUDITORS AND OF THE
EXTERNAL AUDITORS
2. APPROVE THE ALLOCATION OF EARNINGS Management For *Management Position Unknown No
3. GRANT AUTHORITY TO BUY BACK OWN SHARES Management For *Management Position Unknown No
4. APPROVE THE DISPOSAL OF OWN SHARES IN SERVICE Management For *Management Position Unknown No
OF A STOCK OPTION PLAN TO THE MANAGERS OF THE
GROUP
5. APPROVE THE NUMBER OF THE MEMBERS OF THE BOARD Management For *Management Position Unknown No
OF DIRECTORS
6. APPROVE TO ESTABLISH THE DURATION OF THE BOARD Management For *Management Position Unknown No
OF DIRECTORS
8. APPOINT THE CHAIRMAN OF THE BOARD OF DIRECTORS Management For *Management Position Unknown No
7. APPOINT MR. ALBERTO CLO, MR. RENZO COSTI AND Management For *Management Position Unknown No
MR. MARCO REBOA PRESENTED BY FINECO ASSET MANAGEMENT
SPA SGR, ARCA SGR SPA, AUREO GESTIONI SGR SPA,
BNL GESTIONI SGR SPA, DWS INVESTMENTS ITALY SGR
SPA, ERSEL ASSET MANAGEMENT SGR SPA, RAS ASSET
MANAGEMENT SGR SPA, HERMES ADMINISTRATION SERVICES
LIMITED, MEDIOLANUM INTERNATIONAL FUNDS LIMITED,
MEDIOLANUM GESTIONE FONDI SGR SPA, MONTE PASCHI
ASSET MANAGEMENT SGR SPA, NEXTRA INVESTMENT MANAGEMENT
SGR SPA, PIONEER ASSET MANAGEMENT SA, PIONEER
INVESTMENT MANAGEMENT SGR SPA, ALETTI GESTIELLE
SGR SPA, SAN PAOLO IMI ASSET MANAGEMENT SGR SPA,
HOLDING MORE THAN 1% OF STOCK CAPITAL AND APPOINT
MR.ROBERTO POLI CHAIRMAN , MR. DARIO FRUSCIO,
MR. MARCO PINTO, MARIO RESCA, MR. PAOLO SCARONI,
MR. PIERLUIGI SCIBETTA PRESENTED BY MINISTRY
OF FINANCE, HOLDING 20,31% OF STOCK CAPITAL AS
A DIRECTORS
9. APPROVE THE REWARDS FOR THE CHAIRMAN OF BOARD Management For *Management Position Unknown No
OF DIRECTORS
10. APPOINT MR. GIORGIO SILVA, MR. RICCARDO PEROTTA Management For *Management Position Unknown No
AND MR. MASSIMO GENTILE ALTERNATIVE AUDITOR PRESENTED
BY CANDIDATES PRESENTED BY FINECO ASSET MANAGEMENT SPA
SGR, ARCA SGR SPA, AUREO GESTIONI SGR SPA, BNL
GESTIONI SGR SPA, DWS INVESTMENTS ITALY SGR SPA, ERSEL
ASSET MANAGEMENT SGR SPA, RAS ASSET MANAGEMENT SGR
SPA, HERMES ADMINISTRATION SERVICES LIMITED,
MEDIOLANUM INTERNATIONAL FUNDS LIMITED, MEDIOLANUM
GESTIONE FONDI SGR SPA, MONTE PASCHI ASSET MANAGEMENT
SGR SPA, NEXTRA INVESTMENT MANAGEMENT SGR SPA, PIONEER
ASSET MANAGEMENT SA, PIONEER INVESTMENT MANAGEMENT SGR
SPA, ALETTI GESTIELLE SGR SPA, SAN PAOLO IMI ASSET
MANAGEMENT SGR SPA, HOLDING MORE THAN 1% OF STOCK
CAPITAL AND APPOINT MR. PAOLO COLOMBO CHAIRMAN , MR.
FILIPPO DUODO, MR. EDOARDO GRISOLIA AND MR. FRANCESCO
BILOTTI ALTERNATIVE AUDITOR PRESENTED BY THE MINISTRY
OF FINANCE, HOLDING 20,31% OF STOCK CAPITAL AS THE
INTERNAL AUDITORS
11. APPOINT THE CHAIRMAN OF BOARD OF AUDITORS Management For *Management Position Unknown No
12. APPROVE THE REWARDS FOR THE CHAIRMAN OF BOARD Management For *Management Position Unknown No
OF AUDITORS AND THE STATUTORY AUDITORS
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 60,000 60,000 60,000 5/11/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
ITO-YOKADO CO LTD IYCOF.PK AGM Meeting Date: 05/26/2005
Issuer: J25209115 ISIN: JP3142800006
SEDOL: B02H2Y6, 4468723, 5335149, 6467944
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For *Management Position Unknown No
DIVIDENDS: INTERIM JY 16, FINAL JY 18, SPECIAL
JY 0
2 APPROVE FORMATION OF JOINT HOLDING COMPANY WITH Management For *Management Position Unknown No
SEVEN-ELEVEN JAPAN CO. AND DENNY S JAPAN CO.
3 AMEND ARTICLES TO CHANGE RECORD DATE FOR PAYMENT Management For *Management Position Unknown No
OF INTERIM DIVIDENDS
4.1 ELECT MR. T. SUZUKI AS A DIRECTOR Management For *Management Position Unknown No
4.2 ELECT MR. N. SATO AS A DIRECTOR Management For *Management Position Unknown No
4.3 ELECT MR. S. ISAKA AS A DIRECTOR Management For *Management Position Unknown No
4.4 ELECT MR. A. HANAWA AS A DIRECTOR Management For *Management Position Unknown No
4.5 ELECT MR. N. MURATA AS A DIRECTOR Management For *Management Position Unknown No
4.6 ELECT MR. A. KAMEI AS A DIRECTOR Management For *Management Position Unknown No
4.7 ELECT MR. A. HINOSAWA AS A DIRECTOR Management For *Management Position Unknown No
4.8 ELECT MR. S. MIZUKOSHI AS A DIRECTOR Management For *Management Position Unknown No
4.9 ELECT MR. M. INAOKA AS A DIRECTOR Management For *Management Position Unknown No
4.10 ELECT MR. Y. OTA AS A DIRECTOR Management For *Management Position Unknown No
4.11 ELECT MR. K. GOTO AS A DIRECTOR Management For *Management Position Unknown No
4.12 ELECT MR. D. SCOTT AS A DIRECTOR Management For *Management Position Unknown No
4.13 ELECT MR. Y. OKAMURA AS A DIRECTOR Management For *Management Position Unknown No
4.14 ELECT MR. S. OZEKI AS A DIRECTOR Management For *Management Position Unknown No
4.15 ELECT MR. Y. TANAKA AS A DIRECTOR Management For *Management Position Unknown No
4.16 ELECT MR. S. AOKI AS A DIRECTOR Management For *Management Position Unknown No
4.17 ELECT MR. Y. TAKAHA AS A DIRECTOR Management For *Management Position Unknown No
4.18 ELECT MR. Y. FUJIMAKI AS A DIRECTOR Management For *Management Position Unknown No
5.1 APPOINT MR. I. KANDA AS AN INTERNAL STATUTORY Management For *Management Position Unknown No
AUDITOR
5.2 APPOINT MR. H. NAKACHI AS AN INTERNAL STATUTORY Management For *Management Position Unknown No
AUDITOR
6 APPROVE RETIREMENT BONUSES FOR DIRECTOR AND STATUTORY Management For *Management Position Unknown No
AUDITOR
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 16,000 16,000 16,000 5/12/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
GREEK ORGANISATION OF FOOTBALL PROGNOSTICS SA OPAP N/A AGM Meeting Date: 05/31/2005
Issuer: X5967A101 ISIN: GRS419003009 BLOCKING
SEDOL: 7107250
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE THE FINANCIAL STATEMENTS FOR THE FY 2004 Management For *Management Position Unknown No
AFTER HEARING THE BOARD OF DIRECTOR S AND AUDITORS
RELEVANT REPORTS
2. APPROVE THE PROFITS APPROPRIATION Management For *Management Position Unknown No
3. APPROVE THE EXEMPTION OF THE BOARD OF DIRECTORS Management For *Management Position Unknown No
MEMBERS AND THE AUDITORS FROM ANY LIABILITY
FOR INDEMNITY FOR THE FY 2004
4. ELECT THE CERTIFIED AUDITORS, TWO REGULAR AND Management For *Management Position Unknown No
TWO SUBSTITUTE, FOR THE FY 2005AND DETERMINATION
OF THEIR FEES
5. APPROVE THE BOARD OF DIRECTORS REMUNERATION Management For *Management Position Unknown No
FOR THE FY 2005
6. APPROVE THE BOARD OF DIRECTORS PARTICIPATION Management For *Management Position Unknown No
IN COMMITTEES AND THE FEES FOR THE FY 2005
7. RATIFY THE ELECTION OF A MEMBER OF THE BOARD Management For *Management Position Unknown No
OF DIRECTOR IN REPLACEMENT OF A RESIGNED MEMBER
8. APPROVE THE CHAIRMAN OF THE BOARD OF DIRECTORS Management For *Management Position Unknown No
MONTHLY REMUNERATION FROM 22 MAR 2005 TO 31
MAY 2005 AND DETERMINATION OF HIS MONTHLY REMUNERATION
FROM 01 JUN 2005
9. APPROVE THE CONTRACT WITH THE NEW MANAGING DIRECTOR Management For *Management Position Unknown No
FROM 22 MAR 2005 TO 31 MAY 2005 AND GRANT AUTHORITY
COMPANY S BOARD OF DIRECTOR S IN ORDER TO SIGN
THE AFORESAID CONTRACT
10. AMEND THE PARAGRAPH 11, ARTICLE 5 SHARE CAPITAL Management For *Management Position Unknown No
SHAREHOLDERS OF THE COMPANY S ARTICLES OF ASSOCIATION
ACCORDING TO ARTICLE 14 PARAGRAPH 1 OF LAW 3336/2005
11. MISCELLANEOUS ANNOUNCEMENTS Other For *Management Position Unknown No
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 34,000 34,000 34,000 5/16/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
SANOFI-AVENTIS SNY OGM Meeting Date: 05/31/2005
Issuer: F5548N101 ISIN: FR0000120578 BLOCKING
SEDOL: 7166239, B043B67, 5696589, B01DR51, 5671735
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THE MEETING HELD ON 18 MAY 2005 Non-Voting *Management Position Unknown No
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 31
MAY 2005. PLEASE ALSO NOTE THE NEW CUTOFF DATE.
IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
O.1 ACKNOWLEDGE THE REPORT OF THE BOARD OF DIRECTORS Management For *Management Position Unknown No
AND THE GENERAL REPORT OF THE AUDITORS AND APPROVE
THE FINANCIAL STATEMENTS AND THE BALANCE SHEET
FOR THE YEAR 2004, IN THE FORM PRESENTED TO THE
MEETING
O.2 ACKNOWLEDGE THE REPORTS OF THE BOARD OF DIRECTORS Management For *Management Position Unknown No
AND THE STATUTORY AUDITORS AND APPROVE THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN
THE FORM PRESENTED TO THE MEETING
O.3 APPROVE THE TRANSFER OF THE AMOUNT OF EUR Management For *Management Position Unknown No
200,000,000.00, PURSUANT TO THE ARTICLE 39 OF THE
AMENDED FINANCE LAW, POSTED TO THE SPECIAL RESERVE OF
LONG-TERM CAPITAL GAINS TO AN ORDINARY RESERVE ACCOUNT
AND ACKNOWLEDGE THAT : PROFITS FOR THE FY : EUR
2,854,176,549.99; RETAINED EARNINGS : EUR
158,403,755.79 AN EXTRAORDINARY TAX ON THE SPECIAL
RESERVE ON LONG-TERM CAPITAL GAINS BEING TAKEN IN TO
ACCOUNT (EUR 4,987,500.00) ; DISTRIBUTABLE PROFITS :
EUR 3,012,580,305.78; AND TO APPROPRIATE DISTRIBUTABLE
PROFITS AS FOLLOWS : GLOBAL DIVIDEND : EUR
1,693,685,180.40, CARRIED FORWARD ACCOUNT : EUR
1,318,895,125.38; THE SHAREHOLDERS WILL RECEIVE A NET
DIVIDEND OF EUR 1.20 PER SHARE PAYABLE ON 07 JUN 2005
O.4 ACKNOWLEDGE THE SPECIAL REPORT OF THE AUDITORS Management For *Management Position Unknown No
ON AGREEMENTS GOVERNED BY THE ARTICLE L. 225-38
AND SEQ. OF THE FRENCH COMMERCIAL CODE AND APPROVE
THE SAID REPORT AND THE AGREEMENTS REFERRED TO
THEREIN
O.5 APPROVE TO RENEW THE TERM OF OFFICE OF Management For *Management Position Unknown No
PRICEWATERHOUSECOOPERS AUDIT AS THE STATUTORY
AUDITORS FOR A PERIOD OF 6 YEARS
O.6 APPROVE TO RENEW THE TERM OF OFFICE OF MR. PIERRE Management For *Management Position Unknown No
COLL AS PRICEWATERHOUSECOOPERS AUDIT S DEPUTY
AUDITOR FOR A PERIOD OF 6 YEARS
O.7 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown No
FOR ANY EARLIER AUTHORITY, TO TRADE THE COMPANY S
SHARES ON THE STOCK EXCHANGE AS PER THE FOLLOWING
CONDITIONS: MAXIMUM PURCHASE PRICE: EUR 90.00;
GLOBAL AMOUNT TO THIS REPURCHASE PROGRAM WILL
NOT EXCEED EUR 12,702,638,858.00 AND, MAXIMUM
NUMBER OF SHARES TO BE TRADED: 10%; AUTHORITY
EXPIRES AT THE END OF 18 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.8 APPROVE TO END TO THE DELEGATION GRANTED TO THE Management For *Management Position Unknown No
BOARD OF DIRECTORS SET FORTH IN RESOLUTION 6
AND GIVEN BY THE GENERAL MEETING OF 13 JUN 2004,
IN ORDER TO ISSUE BONDS
O.9 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown No
OF ANY EARLIER AUTHORITY, TO INCREASE THE SHARE
CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FRANCE
OR ABROAD, BY MEANS OF A PUBLIC OFFERING, BY
A MAXIMUM NOMINAL AMOUNT OF EUR 1,400,000,000.00,
BY WAY OF ISSUING, WITH THE SHAREHOLDERS PREFERRED
SUBSCRIPTION RIGHTS MAINTAINED THE PREFERENTIAL
SHARE EXCLUDED , SHARES OR ANY SECURITIES GIVING
RIGHT TO THE CAPITAL OR GIVING THE RIGHT TO A
DEBT SECURITY; THE NOMINAL MAXIMUM AMOUNT OF
THE CAPITAL INCREASES REALIZED IN ACCORDANCE
WITH THE PRESENT RESOLUTION AND THOSE GRANTED
BY THE RESOLUTIONS 10, 11, 12, 13 14 AND 15 OF
THE PRESENT MEETING IS SET AT EUR 1,600,000,000.00;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS;
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
O.10 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown No
OF ANY EARLIER AUTHORITY, TO INCREASE THE SHARE
CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FRANCE
OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT OF EUR
840,000,000.00, BY WAY OF ISSUING, WITHOUT THE
SHAREHOLDERS PREFERRED SUBSCRIPTION RIGHTS
THE PREFERENTIAL SHARE EXCLUDED , SHARES OR ANY
SECURITIES GIVING RIGHT TO THE CAPITAL OR GIVING
THE RIGHT TO THE ALLOCATION OF DEBT SECURITIES;
THE AMOUNT SHALL COUNT AGAINST THE VALUE OF THE
OVERALL CEILING SET FORTH IN RESOLUTION OF THE
PRESENT MEETING AND THOSE GRANTED BY THE RESOLUTIONS;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS;
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.11 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown No
OF ALL AND ANY EARLIER AUTHORITY, TO INCREASE
THE SHARE CAPITAL, IN ONE OR MORE TRANSACTIONS,
IN FRANCE OR ABROAD, BY A MAXIMUM NOMINAL AMOUNT
OF EUR 500,000,000.00, BY WAY OF CAPITALIZING
PREMIUMS, RESERVES, PROFITS, PREMIUMS OR ANY
OTHER MEANS PROVIDED THAT SUCH CAPITALIZATION
IS ALLOWED BY LAW AND UNDER THE BY-LAWS, TO BE
CARRIED OUT THROUGH THE ISSUE OF BONUS SHARES
OR THE RAISE OF PAR VALUE OF EXISTING SHARES,
OR BY UTILIZING BOTH METHOD SIMULTANEOUSLY; THE
AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE
SET FORTH IN RESOLUTION NUMBER 9 OF THE PRESENT
MEETING; AUTHORITY IS GIVEN FOR A PERIOD OF
26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
E.12 APPROVE THAT THE BOARD OF DIRECTORS MAY DECIDE Management For *Management Position Unknown No
TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUED
IN THE EVENT OF A CAPITAL INCREASE, WITH OR WITHOUT
SUBSCRIPTION PRE-EMPTIVE RIGHTS, TO THE SAME
PRICE THAN THE ONE OF THE INITIAL ISSUE WITHIN
THE LIMIT OF 15% OF THE INITIAL ISSUE ; THE NOMINAL
AMOUNT OF THE CAPITAL INCREASED AGAINST THE OVERALL
VALUE SET FORTH IN THE RESOLUTION NUMBER 9 OF
THE PRESENT MEETING; AUTHORITY IS GIVEN FOR
A PERIOD OF 26 MONTHS
O.13 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown No
OF ALL AND ANY AUTHORITY, TO INCREASE THE SHARE
CAPITAL, IN ONE OR MORE TRANSACTIONS, IN FAVOR
OF THE MEMBERS OF ONE OR MORE OF THE COMPANY
SAVINGS PLANS OF THE GROUP SANOFI-AVENTIS AND
AN AMOUNT WHICH SHALL NOT EXCEED 2% OF THE SHARE
CAPITAL; THE NOMINAL MAXIMUM AMOUNT WHICH COULD
BE REALIZED ACCORDING TO THE PRESENT DELEGATION,
SHALL COUNT AGAINST THE OVERALL VALUE SET FORTH
IN THE RESOLUTION NUMBER 9 OF THE PRESENT MEETING;
AUTHORITY IS GIVEN FOR A PERIOD OF 26 MONTHS;
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE
ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES
E.14 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown No
OF AL AND ANY EARLIER AUTHORITIES, TO GRANT,
IN ONE OR MORE TRANSACTIONS, TO EMPLOYEES AND
EVENTUALLY THE OFFICERS OF THE COMPANY OR ITS
SUBSIDIARIES, OPTIONS GIVING A RIGHT EITHER TO
SUBSCRIBE FOR NEW SHARES IN THE COMPANY TO BE
ISSUED THROUGH A SHARE CAPITAL INCREASE, OR TO
PURCHASE EXISTING SHARES REPURCHASED BY THE COMPANY,
PROVIDED THAT THE OPTIONS SHALL NOT GIVE RIGHTS
TO A TOTAL NUMBER OF SHARES WHICH SHALL NOT EXCEED
2.5 OF THE SHARE CAPITAL; THE NOMINAL MAXIMUM
AMOUNT OF THE CAPITAL INCREASE RESULTING FROM
THE EXERCISE OF THE OPTIONS GIVING A RIGHT TO
SUBSCRIBE FOR SHARES, IN ACCORDANCE WITH THE
PRESENT DELEGATION, SHALL COUNT AGAINST THE CEILING
SET FORTH IN THE RESOLUTION NUMBER 9 OF THE PRESENT
MEETING; AUTHORITY IS GIVEN FOR A PERIOD OF
26 MONTHS ; AND AUTHORIZE THE BOARD OF DIRECTORS
TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH
ALL NECESSARY FORMALITIES
O.15 AUTHORIZE THE BOARD OF DIRECTORS, TO PROCEED Management For *Management Position Unknown No
WITH THE ALLOCATIONS FREE OF CHARGE OF THE COMPANY
S EXISTING SHARES OR TO BE ISSUED THE PREFERENTIAL
SHARES BEING EXCLUDED , IN FAVOR OF BENEFICIARIES
TO BE CHOSEN FROM THE EMPLOYEES AND THE OFFICERS
OF THE COMPANY AND ITS SUBSIDIARIES, PROVIDED
THAT THEY SHALL NOT REPRESENT MORE THAN 1% OF
THE SHARE CAPITAL; THE NOMINAL AMOUNT OF THE
CAPITAL INCREASES WHICH WOULD BE REALIZED IN
ACCORDANCE WITH THE PRESENT DELEGATION, SHALL
COUNT AGAINST THE CEILING SET FORTH IN THE RESOLUTION
NUMBER 9 OF THE PRESENT MEETING; AUTHORITY IS
GIVEN FOR A PERIOD OF 38 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.16 AUTHORIZE THE BOARD OF DIRECTORS, IN SUBSTITUTION Management For *Management Position Unknown No
OF ALL AND ANY EARLIER AUTHORITIES, TO REDUCE
THE SHARE CAPITAL BY CANCELING THE COMPANY S
SELF DETAINED SHARES, IN CONNECTION WITH A STOCK
REPURCHASE PLAN, PROVIDED THAT THE TOTAL NUMBER
OF SHARES CANCELLED IN THE 24 MONTHS DOES NOT
EXCEED 10% OF THE SHARE CAPITAL; AUTHORITY IS
GIVEN FOR A PERIOD OF 26 MONTHS ; AND AUTHORIZE
THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
O.17 GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown No
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATION
PRESCRIBED BY LAW
* A VERIFICATION PERIOD EXISTS IN FRANCE. PLEASE Non-Voting *Management Position Unknown No
SEE HTTP://ICS.ADP.COM/MARKETGUIDE FOR COMPLETE
INFORMATION. VERIFICATION PERIOD: REGISTERED SHARES: 1
TO 5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON
COMPANY S BY-LAWS. BEARER SHARES: 6 DAYS PRIOR TO THE
MEETING DATE. FRENCH RESIDENT SHAREOWNERS MUST
COMPLETE, SIGN AND FORWARD THE PROXY CARD DIRECTLY TO
THE SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT
DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWNERS: PROXY CARDS: ADP WILL
FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS
THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP
VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PROXY
CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE
UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS
REGISTERED INTERMEDIARY, PLEASE CONTACT ADP.
TRADES/VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A
VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS SUBMITTED
THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE
FULL SECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMITTED TO ADP AND THE
GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE
VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A
PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL
CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR
VOTING. THIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS
INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND RELEASE
THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION.
THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS WITH A
SETTLEMENT DATE PRIOR TO MEETING DATE + 1
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 18,872 18,872 18,872 5/3/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
COCA COLA HELLENIC BOTTLING CO SA CCH OGM Meeting Date: 06/17/2005
Issuer: X1435J105 ISIN: GRS104111000 BLOCKING
SEDOL: 0964850, 5890433, B0338M3, 4420723
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
1. RECEIVE THE FINANCIAL STATEMENTS FOR THE FY 2004, Management For *Management Position Unknown No
ALONG WITH THE BOARD OF DIRECTORS AND THE CHARTERED
AUDITORS REPORTS
2. RECEIVE THE FINANCIAL STATEMENTS FOR THE FY 2004, Management For *Management Position Unknown No
ALONG WITH THE BOARD OF DIRECTORS AND THE CHARTERED
AUDITORS REPORTS
3. GRANT DISCHARGE THE BOARD OF DIRECTOR MEMBERS Management For *Management Position Unknown No
AND THE CHARTERED AUDITORS FROM ANY RESPONSIBILITY
OF REIMBURSEMENT FOR THE FY 2004
4. APPROVE THE REMUNERATION OF THE BOARD OF DIRECTOR Management For *Management Position Unknown No
MEMBERS FOR THE FY 2004 AND PREAPPROVAL FOR THE
FY 2005
5. ELECT CHARTERED AUDITORS, ORDINARY AND THE DEPUTY Management For *Management Position Unknown No
FOR THE FY 2004 AND APPROVE TO DETERMINE THEIR
SALARIES
6. APPROVE THE PROFITS DISTRIBUTION FOR THE FY 2004 Management For *Management Position Unknown No
7. ELECT THE NEW BOARD OF DIRECTOR Management For *Management Position Unknown No
8. APPROVE THE STOCK OPTIONS PLAN TO COMPANY S EXECUTIVES, Management For *Management Position Unknown No
ALONG WITH THE COMPANIES THAT PURSUE SIMILAR
PURPOSES
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 20,000 20,000 20,000 6/3/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
KEYENCE CORP KYCCF.PK AGM Meeting Date: 06/17/2005
Issuer: J32491102 ISIN: JP3236200006
SEDOL: B02HPZ8, 6490995, 5998735
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For *Management Position Unknown No
DIVIDENDS: INTERIM JY 5, FINAL JY 15, SPECIAL
JY 0
2.1 ELECT DIRECTOR Management For *Management Position Unknown No
2.2 ELECT DIRECTOR Management For *Management Position Unknown No
2.3 ELECT DIRECTOR Management For *Management Position Unknown No
2.4 ELECT DIRECTOR Management For *Management Position Unknown No
3.1 APPOINT INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown No
3.2 APPOINT INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown No
3.3 APPOINT ALTERNATE INTERNAL STATUTORY AUDITOR Management For *Management Position Unknown No
4 APPROVE RETIREMENT BONUS FOR STATUTORY AUDITOR Management For *Management Position Unknown No
5 APPROVE ADJUSTMENT TO AGGREGATE COMPENSATION Management For *Management Position Unknown No
CEILING FOR DIRECTORS
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 3,500 3,500 3,500 6/8/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
NIKKO CORDIAL CORP NIKOY.PK AGM Meeting Date: 06/23/2005
Issuer: J51656122 ISIN: JP3670000003
SEDOL: B03TC41, 5485345, 4576875, 6640284, 6646464
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THE ISSUER RELEASED AN UPDATED Non-Voting *Management Position Unknown No
VERSION OF THE PROXY STATEMENT AND SUPPLEMENTAL
INFORMATION FOR YOUR REFERENCE. INVESTORS CAN
ACCESS THIS REVISED MATERIAL THRU THE CORRESPONDING
URL LINKS. THANK YOU.
1. APPROVE SHARE CONSOLIDATION Management For *Management Position Unknown No
2. AMEND THE ARTICLES OF INCORPORATION Management For *Management Position Unknown No
3.1 ELECT A DIRECTOR Management For *Management Position Unknown No
3.2 ELECT A DIRECTOR Management For *Management Position Unknown No
3.3 ELECT A DIRECTOR Management For *Management Position Unknown No
3.4 ELECT A DIRECTOR Management For *Management Position Unknown No
3.5 ELECT A DIRECTOR Management For *Management Position Unknown No
3.6 ELECT A DIRECTOR Management For *Management Position Unknown No
3.7 ELECT A DIRECTOR Management For *Management Position Unknown No
3.8 ELECT A DIRECTOR Management For *Management Position Unknown No
3.9 ELECT A DIRECTOR Management For *Management Position Unknown No
3.10 ELECT A DIRECTOR Management For *Management Position Unknown No
3.11 ELECT A DIRECTOR Management For *Management Position Unknown No
3.12 ELECT A DIRECTOR Management For *Management Position Unknown No
4. APPROVE THE ISSUANCE OF STOCK ACQUISITION RIGHTS Management For *Management Position Unknown No
AS STOCK OPTION SCHEME FOR STOCK-LINKED COMPENSATION
PLAN
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 180,000 180,000 180,000 6/8/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
KDDI CORP N/A AGM Meeting Date: 06/24/2005
Issuer: J31843105 ISIN: JP3496400007
SEDOL: B06NQV5, 6248990, 5674444
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
4.1 ELECT A DIRECTOR Management For *Management Position Unknown No
4.2 ELECT A DIRECTOR Management For *Management Position Unknown No
4.3 ELECT A DIRECTOR Management For *Management Position Unknown No
4.4 ELECT A DIRECTOR Management For *Management Position Unknown No
4.5 ELECT A DIRECTOR Management For *Management Position Unknown No
4.6 ELECT A DIRECTOR Management For *Management Position Unknown No
4.7 ELECT A DIRECTOR Management For *Management Position Unknown No
4.8 ELECT A DIRECTOR Management For *Management Position Unknown No
4.9 ELECT A DIRECTOR Management For *Management Position Unknown No
4.10 ELECT A DIRECTOR Management For *Management Position Unknown No
4.11 ELECT A DIRECTOR Management For *Management Position Unknown No
5. APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown No
1. APPROVE APPROPRIATION OF PROFITS: FINAL DIVIDEND Management For *Management Position Unknown No
JY 3,500
2. AMEND THE ARTICLES OF INCORPORATION Management For *Management Position Unknown No
3. APPROVE ISSUANCE OF SHARE PURCHASE WARRANTS TO Management For *Management Position Unknown No
A THIRD PARTY OR THIRD PARTIESON FAVORABLE CONDITIONS
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 160 160 160 6/9/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
TOKYO ELECTRON LTD TOELF.PK AGM Meeting Date: 06/24/2005
Issuer: J86957115 ISIN: JP3571400005
SEDOL: 5791707, B02LVL8, 6895675
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THE ISSUER RELEASED ENGLISH Non-Voting *Management Position Unknown No
PROXY STATEMENT IN REGARDS TO THIS MEETING. INVESTORS
CAN ACCESS ENGLISH PROXY STATEMENT THRU MEETING
MATERIAL. THANK YOU.
1. APPROVE APPROPRIATION OF PROFITS: TERM-END DIVIDEND Management For *Management Position Unknown No
- ORDINARY DIVIDEND 30 YEN
2. AMEND THE ARTICLES OF INCORPORATION Management For *Management Position Unknown No
3.1 ELECT A DIRECTOR Management For *Management Position Unknown No
3.2 ELECT A DIRECTOR Management For *Management Position Unknown No
3.3 ELECT A DIRECTOR Management For *Management Position Unknown No
3.4 ELECT A DIRECTOR Management For *Management Position Unknown No
3.5 ELECT A DIRECTOR Management For *Management Position Unknown No
3.6 ELECT A DIRECTOR Management For *Management Position Unknown No
3.7 ELECT A DIRECTOR Management For *Management Position Unknown No
3.8 ELECT A DIRECTOR Management For *Management Position Unknown No
3.9 ELECT A DIRECTOR Management For *Management Position Unknown No
3.10 ELECT A DIRECTOR Management For *Management Position Unknown No
3.11 ELECT A DIRECTOR Management For *Management Position Unknown No
3.12 ELECT A DIRECTOR Management For *Management Position Unknown No
4. APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown No
5. APPROVE FOR ISSUING SHARE SUBSCRIPTION RIGHTS Management For *Management Position Unknown No
TO PERSONS OTHER THAN SHAREHOLDERS ON ESPECIALLY
FAVORABLE CONDITIONS, WITH THE AIM OF GRANTING
STOCK OPTIONS FOR STOCK LINKED COMPENSATION
6. APPROVE FOR ISSUING SHARE SUBSCRIPTION RIGHTS Management For *Management Position Unknown No
TO PERSONS OTHER THAN SHAREHOLDERS ON ESPECIALLY
FAVORABLE CONDITIONS, WITH THE AIM OF GRANTING
STOCK OPTIONS TO EXECUTIVES OF TEL S OVERSEAS
SUBSIDIARIES AND OTHER PERSONNEL
7. AMEND THE COMPENSATION TO BE RECEIVED BY CORPORATE Management For *Management Position Unknown No
OFFICERS
8. APPROVE RETIREMENT BONUS FOR A RETIRING CORPORATE Management For *Management Position Unknown No
AUDITOR; DUE TO THE ABOLISHMENT OF THE RETIREMENT
BONUS SYSTEM, GRANT ACCRUED BENEFITS TO CONTINUING
DIRECTORS AND CORPORATE AUDITORS
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 10,000 10,000 10,000 6/9/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
ALTADIS SA ALTDF.PK OGM Meeting Date: 06/28/2005
Issuer: E0432C106 ISIN: ES0177040013
SEDOL: B02T9V8, 5843114, 5444012, 5860652
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting *Management Position Unknown No
REACH QUORUM, THERE WILL BE A SECOND CALL ON
29 JUN. SUBSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU.
1. EXAMINATION AND APPROVAL, IF APPROPRIATE, OF Management For *Management Position Unknown No
THE ANNUAL ACCOUNTS (BALANCE SHEET, PROFIT AND
LOSS STATEMENT AND NOTES TO THE FINANCIAL STATEMENTS)
AND MANAGEMENT REPORT, AS WELL AS THE MANAGEMENT
EFFECTED BY THE BOARD OF DIRECTORS OF ALTADIS,
S.A. AND ITS CONSOLIDATED GROUP FOR THE 2004
FINANCIAL YEAR, AND THE PROPOSAL FOR ALLOCATION
OF PROFITS AND THE DISTRIBUTION OF DIVIDENDS.
2. DETERMINATION OF THE NUMBER OF MEMBERS OF THE Management For *Management Position Unknown No
BOARD OF DIRECTORS, AND RATIFICATION AND RE-ELECTION
OF DIRECTORS.
3. APPOINTMENT OR RE-ELECTION OF THE ACCOUNTS AUDITOR Management For *Management Position Unknown No
FOR ALTADIS, S.A. AND ITS CONSOLIDATED GROUP
FOR THE 2005 FINANCIAL YEAR.
4. MODIFICATION OF ARTICLES 31 (MEMBERSHIP AND ELECTION Management For *Management Position Unknown No
OF MEMBERS OF BOARD OF DIRECTORS), 35 (MEETINGS
AND CALLING OF THE BOARD OF DIRECTORS), 36 (QUORUM
AND ADOPTION OF RESOLUTIONS), 37 (PROXIES TO
ATTEND BOARD MEETINGS), 41 (MEMBERSHIP OF THE
EXECUTIVE COMMITTEE), 42 (MEETINGS AND CALLING
OF THE EXECUTIVE COMMITTEE), 44 (SETTING-UP OF
THE STRATEGY, ETHICAL AND GOOD GOVERNANCE COMMITTEE),
FORMULATION OF CHAPTER FOUR (ON THE CHAIRMAN
OF THE BOARD OF DIRECTORS, THE CHAIRMAN OF THE
EXECUTIVE COMMITTEE AND CHIEF EXECUTIVE OFFICER
AND THE SECRETARY), 45 (CHAIRMAN AND VICE-CHAIRMEN
OF THE BOARD OF DIRECTORS) AND 46 (CREATION OF
THE POST OF CHIEF EXECUTIVE OFFICER AND CHAIRMAN
OF THE EXECUTIVE COMMITTEE) OF THE COMPANY BY-LAWS.
5. REDUCTION OF COMPANY SHARE CAPITAL THROUGH THE Management For *Management Position Unknown No
REDEMPTION OF OWN SHARES, THUS AMENDING THE WORDING
OF THE ARTICLE OF THE COMPANY BY-LAWS THAT REFERS
TO SHARE CAPITAL.
9. DELEGATION OF POWER TO FORMALISE, INTERPRET, Management For *Management Position Unknown No
CORRECT, REGISTER AND EXECUTE THE RESOLUTIONS
ADOPTED BY THE GENERAL SHAREHOLDERS MEETING.
6. AUTHORISATION TO THE BOARD OF DIRECTORS FOR THE Management For *Management Position Unknown No
ACQUISITION OF OWN SHARES, EITHER DIRECTLY OR THROUGH
GROUP AFFILIATES, WITHIN THE LEGAL LIMITS AND
REQUIREMENTS, FOR A MAXIMUM TERM OF EIGHTEEN MONTHS,
RENDERING NULL AND VOID THE UNUSED PORTION OF THE
AUTHORISATION GRANTED BY THE GENERAL SHAREHOLDERS
MEETING OF 15 JUNE 2004, AS WELL AS AUTHORISATION FOR
THEIR SALE AND/OR THE APPLICATION OF THE REMUNERATION
SYSTEMS ENVISAGED IN ARTICLE 75 OF THE JOINT STOCK
COMPANIES ACT.
7. AUTHORISATION TO THE BOARD OF DIRECTORS TO ISSUE Management For *Management Position Unknown No
ON ONE OR MORE OCCASIONS, NONCONVERTIBLE DEBENTURES,
BONDS AND OTHER SECURITIES AND EFFECTS THAT SERVE TO
CREATE OR RECOGNISE DEBT, IN THE LEGALLY ESTABLISHED
TERMS, PERIODS AND CONDITIONS, RENDERING NULL AND VOID
THE UNUSED PREVIOUS AUTHORISATION GRANTED BY THE
GENERAL SHAREHOLDERS MEETING.
8. ESTABLISHMENT OF A REMUNERATION PLAN FOR DIRECTORS, Management For *Management Position Unknown No
MANAGEMENT AND EMPLOYEES, COMPRISING THE DELIVERY
OF SHARES IN THE COMPANY, EMPOWERING THE BOARD
OF DIRECTORS TO CARRY OUT ITS APPLICATION, EXECUTION
AND DEVELOPMENT.
* PLEASE BE ADVISED THAT ADDITIONAL INFORMATION Non-Voting *Management Position Unknown No
CONCERNING ALTADIS, S.A. CAN ALSO BE VIEWED ON
THE COMPANY S WEBSITE:
HTTP://WWW.ALTADIS.COM/EN/INDEX01.HTML
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 38,000 38,000 38,000 6/14/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
AJINOMOTO CO INC AJINF.PK AGM Meeting Date: 06/29/2005
Issuer: J00882126 ISIN: JP3119600009
SEDOL: B03NQ52, 5573392, 6010906
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
1 APPROVE ALLOCATION OF INCOME, INCLUDING THE FOLLOWING Management For *Management Position Unknown No
DIVIDENDS: INTERIM JY6, FINAL JY 7, SPECIAL JY
0
2.1 ELECT DIRECTOR Management For *Management Position Unknown No
2.2 ELECT DIRECTOR Management For *Management Position Unknown No
2.3 ELECT DIRECTOR Management For *Management Position Unknown No
2.4 ELECT DIRECTOR Management For *Management Position Unknown No
2.5 ELECT DIRECTOR Management For *Management Position Unknown No
2.6 ELECT DIRECTOR Management For *Management Position Unknown No
2.7 ELECT DIRECTOR Management For *Management Position Unknown No
2.8 ELECT DIRECTOR Management For *Management Position Unknown No
2.9 ELECT DIRECTOR Management For *Management Position Unknown No
2.10 ELECT DIRECTOR Management For *Management Position Unknown No
2.11 ELECT DIRECTOR Management For *Management Position Unknown No
2.12 ELECT DIRECTOR Management For *Management Position Unknown No
2.13 ELECT DIRECTOR Management For *Management Position Unknown No
2.14 ELECT DIRECTOR Management For *Management Position Unknown No
3 APPROVE RETIREMENT BONUSES FOR DIRECTORS Management For *Management Position Unknown No
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 50,000 50,000 50,000 6/14/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
MATSUMOTOKIYOSHI CO LTD MTKYF.PK AGM Meeting Date: 06/29/2005
Issuer: J40885105 ISIN: JP3869000004
SEDOL: B02HTB2, 6572581, 5082724
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVAL THE PROFIT APPROPRIATION FOR NO.52 TERM: Management For *Management Position Unknown No
DIVIDENDS FOR THE CURRENT TERM HAS BEEN PROPOSED
AS JPY 20 PER SHARE
2. AMEND THE COMPANY S ARTICLES OF INCORPORATION Management For *Management Position Unknown No
TO CHANGE THE ISSUED AND OUTSTANDING SHARES TO
210,000,000 FROM THE PRESENT 160,000,000
3.1 ELECT MR. NAMIO MATSUMOTO AS A DIRECTOR Management For *Management Position Unknown No
3.2 ELECT MR. MASASHI YOSHIDA AS A DIRECTOR Management For *Management Position Unknown No
3.3 ELECT MR. KATSUHIKO TERADA AS A DIRECTOR Management For *Management Position Unknown No
3.4 ELECT MR. TETSUO MATSUMOTO AS A DIRECTOR Management For *Management Position Unknown No
3.5 ELECT MR. TOSHIO HAYATA AS A DIRECTOR Management For *Management Position Unknown No
3.6 ELECT MR. TAKAO WATANABE AS A DIRECTOR Management For *Management Position Unknown No
3.7 ELECT MR. YUKIHIKO OOKUBO AS A DIRECTOR Management For *Management Position Unknown No
3.8 ELECT MR. KAZUAKI KARAHI AS A DIRECTOR` Management For *Management Position Unknown No
3.9 ELECT MR. KAZUMI MATSUMOTO AS A DIRECTOR Management For *Management Position Unknown No
3.10 ELECT MR. KIYOO MATSUMOTO AS A DIRECTOR Management For *Management Position Unknown No
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 24,000 24,000 24,000 6/22/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
NIPPON TELEVISION NETWORK CORP NPTVF.PK AGM Meeting Date: 06/29/2005
Issuer: J56171101 ISIN: JP3732200005
SEDOL: 5899805, B02JNV6, 6644060
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE APPROPRIATION OF PROFITS: TERM-END DIVIDEND Management For *Management Position Unknown No
- ORDINARY DIVIDEND JPY 140
2. AMEND THE ARTICLES OF INCORPORATION Management For *Management Position Unknown No
3.1 ELECT A DIRECTOR Management For *Management Position Unknown No
3.2 ELECT A DIRECTOR Management For *Management Position Unknown No
3.3 ELECT A DIRECTOR Management For *Management Position Unknown No
3.4 ELECT A DIRECTOR Management For *Management Position Unknown No
3.5 ELECT A DIRECTOR Management For *Management Position Unknown No
3.6 ELECT A DIRECTOR Management For *Management Position Unknown No
3.7 ELECT A DIRECTOR Management For *Management Position Unknown No
3.8 ELECT A DIRECTOR Management For *Management Position Unknown No
3.9 ELECT A DIRECTOR Management For *Management Position Unknown No
3.10 ELECT A DIRECTOR Management For *Management Position Unknown No
3.11 ELECT A DIRECTOR Management For *Management Position Unknown No
3.12 ELECT A DIRECTOR Management For *Management Position Unknown No
3.13 ELECT A DIRECTOR Management For *Management Position Unknown No
3.14 ELECT A DIRECTOR Management For *Management Position Unknown No
3.15 ELECT A DIRECTOR Management For *Management Position Unknown No
4. APPOINT A SUBSTITUTE CORPORATE AUDITOR Management For *Management Position Unknown No
5. AMEND THE COMPENSATION TO BE RECEIVED BY DIRECTORS Management For *Management Position Unknown No
6. APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management For *Management Position Unknown No
DIRECTORS
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 4,500 4,500 4,500 6/14/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
ROHM CO LTD ROHCF.PK AGM Meeting Date: 06/29/2005
Issuer: J65328122 ISIN: JP3982800009
SEDOL: 5451625, B02K9B1, 6747204
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE APPROPRIATION OF PROFITS: TERM-END DIVIDEND Management For *Management Position Unknown No
- ORDINARY DIVIDEND 42.5 YEN
2. APPROVE PURCHASE OF OWN SHARES Management For *Management Position Unknown No
3. AMEND THE ARTICLES OF INCORPORATION Management For *Management Position Unknown No
4.1 ELECT A DIRECTOR Management For *Management Position Unknown No
4.2 ELECT A DIRECTOR Management For *Management Position Unknown No
4.3 ELECT A DIRECTOR Management For *Management Position Unknown No
4.4 ELECT A DIRECTOR Management For *Management Position Unknown No
4.5 ELECT A DIRECTOR Management For *Management Position Unknown No
4.6 ELECT A DIRECTOR Management For *Management Position Unknown No
4.7 ELECT A DIRECTOR Management For *Management Position Unknown No
4.8 ELECT A DIRECTOR Management For *Management Position Unknown No
5. APPROVE PAYMENT OF RETIREMENT ALLOWANCE TO THE Management For *Management Position Unknown No
CORPORATE AUDITORS IN ACCORDANCE WITH THE ABOLISHMENT
OF THE RETIREMENT ALLOWANCE PROGRAM FOR CORPORATE
AUDITORS
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 6,400 6,400 6,400 6/14/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
SECOM CO LTD SOMLY.PK AGM Meeting Date: 06/29/2005
Issuer: J69972107 ISIN: JP3421800008
SEDOL: B018RR8, 6791591, 5798504
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE APPROPRIATION OF PROFITS: TERM-END DIVIDEND Management For *Management Position Unknown No
- ORDINARY DIVIDEND JPY 50
2. AMEND THE ARTICLES OF INCORPORATION Management For *Management Position Unknown No
3.1 ELECT A DIRECTOR Management For *Management Position Unknown No
3.2 ELECT A DIRECTOR Management For *Management Position Unknown No
3.3 ELECT A DIRECTOR Management For *Management Position Unknown No
3.4 ELECT A DIRECTOR Management For *Management Position Unknown No
3.5 ELECT A DIRECTOR Management For *Management Position Unknown No
3.6 ELECT A DIRECTOR Management For *Management Position Unknown No
3.7 ELECT A DIRECTOR Management For *Management Position Unknown No
3.8 ELECT A DIRECTOR Management For *Management Position Unknown No
3.9 ELECT A DIRECTOR Management For *Management Position Unknown No
3.10 ELECT A DIRECTOR Management For *Management Position Unknown No
3.11 ELECT A DIRECTOR Management For *Management Position Unknown No
4. APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management For *Management Position Unknown No
DIRECTORS
5. AMEND THE COMPENSATION TO BE RECEIVED BY DIRECTORS Management For *Management Position Unknown No
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 19,000 19,000 19,000 6/15/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
TAKEDA PHARMACEUTICAL CO LTD TKPHF.PK AGM Meeting Date: 06/29/2005
Issuer: J8129E108 ISIN: JP3463000004
SEDOL: 5296752, B01DRX9, B03FZP1, 6870445
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE APPROPRIATION OF PROFITS: TERM-END DIVIDEND Management For *Management Position Unknown No
- ORDINARY DIVIDEND 44 YEN
2. AMEND THE ARTICLES OF INCORPORATION Management For *Management Position Unknown No
3.1 ELECT A DIRECTOR Management For *Management Position Unknown No
3.2 ELECT A DIRECTOR Management For *Management Position Unknown No
3.3 ELECT A DIRECTOR Management For *Management Position Unknown No
3.4 ELECT A DIRECTOR Management For *Management Position Unknown No
3.5 ELECT A DIRECTOR Management For *Management Position Unknown No
4. APPOINT A CORPORATE AUDITOR Management For *Management Position Unknown No
5. APPROVE PROVISION OF RETIREMENT ALLOWANCE FOR Management For *Management Position Unknown No
DIRECTORS AND CORPORATE AUDITORS
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 16,000 16,000 16,000 6/14/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
NEWS CORP NWS SGM Meeting Date: 06/30/2005
Issuer: U6525C103 ISIN: AU000000NWS2
SEDOL: B03Q907, B03VWD6
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
1. ADOPT THE 2005 LONG-TERM INCENTIVE PLAN Management For *Management Position Unknown No
* TRANSACT ANY OTHER BUSINESS Non-Voting *Management Position Unknown No
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 41,018 41,018 41,018 6/13/2005
INTERNATIONAL
GROWTH
</table>
- ------------------------------------------------------------------------------------------------------------------------------------
PERNOD-RICARD PDRDY.PK EGM Meeting Date: 06/30/2005
Issuer: F72027109 ISIN: FR0000120693 BLOCKING
SEDOL: B043D05, 4682318, B030Q53, 4427100, 4682329
- ------------------------------------------------------------------------------------------------------------------------------------
Vote Group: GLOBAL
Proposal Proposal Vote For or Against Contrary to
Number Proposal Type Cast Mgmt. Policy
- ------------------------------------------------------------------------------------------------------------------------------------
1. APPROVE: THE CONTRIBUTION IN KIND FOR THE SHARES Management For *Management Position Unknown No
EXCHANGED FOR THE PERNOD RICARD SHARES WITHIN
THE SCOPE OF THE SCHEME OF ARRANGEMENT, A MAXIMUM
OF 140,031,645,570 SHARES OF CLASS B OF THE ALLIED
DOMECQ COMPANY WHICH WILL BE CONTRIBUTED WITHIN
THE SCOPE OF THE SCHEME OF ARRANGEMENT; THE VALUATION
OF THE CONTRIBUTION, A TOTAL MAXIMUM AMOUNT OF
EUR 2,053,200,000.00, CORRESPONDING TO AN AMOUNT
OF EUR 0,0146624 PER SHARES B CONTRIBUTED; THE
CONSIDERATION FOR THE CONTRIBUTION, 0.0001264
PERNOD RICARD SHARE FOR 1 SHARE B CONTRIBUTED,
IT BEING SAID THAT FOR THE SHARES CONTRIBUTED
IN THE MAIN SECTOR BY THE SHAREHOLDERS OF ALLIED
DOMECQ, THE REMUNERATION WILL BE FOR ONE ALLIED
DOMECQ SHARE OF 545 PENCE IN CASH AND 0.0158
PERNOD RICARD SHARE; THIS RESOLUTION WILL BE
EFFECTIVE ON THE DATE THE SCHEME OF ARRANGEMENT
COMES INTO FORCE
2. APPROVE, ONLY IF THE SCHEME OF ARRANGEMENT HAS Management For *Management Position Unknown No
BECOME EFFECTIVE, AND EFFECTIVE ON THE DATE THE
SCHEME OF ARRANGEMENT COMES INTO FORCE, THAT:
THE CAPITAL OF PERNOD RICARD IS INCREASED BY
A MAXIMUM AMOUNT OF EUR 54,870,000.00 BY WAY
OF ISSUING A MAXIMUM NUMBER OF 17,700,000 PERNOD
RICARD SHARES, THE NEW SHARES WILL HAVE A NOMINAL
VALUE OF EUR 3.10 EACH, WITH A UNIT CONTRIBUTION
PREMIUM OF EUR 112.90 FULLY PAID-IN, BEARING
THE SAME ACCRUING DIVIDEND AS THE OLDS HARES,
A GLOBAL CONTRIBUTION PREMIUM OF A MAXIMUM AMOUNT
OF EUR 1,998,330,000.00, THESE NEW SHARES SHALL
GIVE RIGHT TO ALL THE DISTRIBUTIONS OF INCOME,
PREMIUMS OR RESERVES DECIDED AS OF THEIR DATE
OF ISSUE, AS OF THEIR DATE OF ISSUE, THEY WILL
BE CONSIDERED SIMILAR TO THE OLD SHARES OF THE
SAME CLASS, COMPRISING THE CURRENT SHARE CAPITAL,
AND WILL BENEFIT FROM THE SAME RIGHTS, AND BEAR
THE SAME CHARGES; THE SAID CREATED SHARES WILL
BE CONTRIBUTED TO THE FORMER HOLDERS OF SHARES
B, HAVING CHOSEN, WITHIN THE SCOPE OF THE SCHEME
OF ARRANGEMENT, TO RECEIVE PERNOD RICARD SHARES,
WITH A RATIO OF 0.0001264 NEW SHARE FOR 1 SHARE
OF CLASS B, IT BEING SAID THAT FOR THE SHARES
CONTRIBUTED IN THE MAIN SECTOR BY THE SHAREHOLDERS
OF ALLIED DOMECQ, THE REMUNERATION WILL BE FOR
ONE ALLIED DOMECQ SHARE, 545 PENCE IN CASH AND
0.0158 PERNOD RICARD SHARE; THE NEW SHARES ISSUED
WILL BE ENTITLED TO DIVIDENDS WHICH WILL BE PAID
AS OF THEIR DATE OF ISSUE; THE AMOUNT CORRESPONDING
TO THE DIFFERENCE BETWEEN THE TOT AL AMOUNT OF
THE CONTRIBUTION AND THE TOTAL AMOUNT OF THE
SHARE CAPITAL INCREASE OF PERNOD RICARD WILL
BE POSTED TO THE CONTRIBUTION PREMIUM ACCOUNT;
THE BOARD OF DIRECTORS MAY CHARGE THE CONTRIBUTION
AND INCREASE OF THE CAPITAL COSTS AGAINST THE
CONTRIBUTION PREMIUM; THIS RESOLUTION WILL BE
EFFECTIVE WHEN THE SCHEME OF ARRANGEMENT COMES
INTO FORCE
3. AMEND, PURSUANT TO THE ADOPTION OF THE ABOVE Management For *Management Position Unknown No
RESOLUTIONS, THE ARTICLE 6 OF ASSOCIATION CAPITAL
STOCK IN ORDER TO SET THE SHARE CAPITAL AT EUR
218,500,651.10, INCREASED OF THE TOTAL PAR VALUE
OF THE PERNOD RICARD SHARES ISSUED WITH USE OF
THE RESOLUTION 2, I.E., 70,484,081 SHARES OF
THE TOTAL NUMBER OF PERNOD RICARD SHARES ISSUED
IN ACCORDANCE WITH RESOLUTION 2
4. AUTHORIZE THE CHAIRMAN AND MANAGING DIRECTOR Management For *Management Position Unknown No
OF PERNOD RICARD TO TAKE ALL NECESSARY MEASURES
AND ACCOMPLISH ALL NECESSARY FORMALITIES AND
IN PARTICULAR, TO REGISTER THAT THE SCHEME ARRANGEMENT
HAS BECOME EFFECTIVE AND THAT THE SUSPENSIVE
CONDITION OF THE CONTRIBUTION IS REALIZED
5. GRANT ALL POWERS TO THE BEARER OF A COPY OR AN Management For *Management Position Unknown No
EXTRACT OF THE MINUTES OF THIS MEETING IN ORDER
TO ACCOMPLISH ALL FORMALITIES, FILINGS AND REGISTRATIONS
PRESCRIBED BY LAW
* VERIFICATION PERIOD: REGISTERED SHARES: 1 TO Non-Voting *Management Position Unknown No
5 DAYS PRIOR TO THE MEETING DATE, DEPENDS ON COMPANY S
BY-LAWS. BEARER SHARES: 6 DAYS PRIOR TO THE MEETING
DATE. FRENCH RESIDENT SHAREOWNERS MUST COMPLETE, SIGN
AND FORWARD THE PROXY CARD DIRECTLY TO THE SUB
CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN THE NECESSARY CARD, ACCOUNT
DETAILS AND DIRECTIONS. THE FOLLOWING APPLIES TO
NON-RESIDENT SHAREOWNERS: PROXY CARDS: ADP WILL
FORWARD VOTING INSTRUCTIONS TO THE GLOBAL CUSTODIANS
THAT HAVE BECOME REGISTERED INTERMEDIARIES, ON ADP
VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED
INTERMEDIARY, THE GLOBAL CUSTODIAN WILL SIGN THE PROXY
CARD AND FORWARD TO THE LOCAL CUSTODIAN. IF YOU ARE
UNSURE WHETHER YOUR GLOBAL CUSTODIAN ACTS AS
REGISTERED INTERMEDIARY, PLEASE CONTACT ADP.
TRADES/VOTE INSTRUCTIONS: SINCE FRANCE MAINTAINS A
VERIFICATION PERIOD, FOR VOTE INSTRUCTIONS SUBMITTED
THAT HAVE A TRADE TRANSACTED (SELL) FOR EITHER THE
FULL SECURITY POSITION OR A PARTIAL AMOUNT AFTER THE
VOTE INSTRUCTION HAS BEEN SUBMITTED TO ADP AND THE
GLOBAL CUSTODIAN ADVISES ADP OF THE POSITION CHANGE
VIA THE ACCOUNT POSITION COLLECTION PROCESS, ADP HAS A
PROCESS IN EFFECT WHICH WILL ADVISE THE GLOBAL
CUSTODIAN OF THE NEW ACCOUNT POSITION AVAILABLE FOR
VOTING. THIS WILL ENSURE THAT THE LOCAL CUSTODIAN IS
INSTRUCTED TO AMEND THE VOTE INSTRUCTION AND RELEASE
THE SHARES FOR SETTLEMENT OF THE SALE TRANSACTION.
THIS PROCEDURE PERTAINS TO SALE TRANSACTIONS WITH A
SETTLEMENT DATE PRIOR TO MEETING DATE + 1
* PLEASE NOTE THAT THE MEETING HELD ON 20 JUN 2005 Non-Voting *Management Position Unknown No
HAS BEEN POSTPONED DUE TO LACK OF QUORUM AND
THAT THE SECOND CONVOCATION WILL BE HELD ON 30
JUN 2005. PLEASE ALSO NOTE THE NEW CUTOFF DATE
23 JUN 2005. IF YOU HAVE ALREADY SENT YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU
Custodian Stock Ballot Voted Holdings Vote
Account Name Account Class Shares Shares Shares Date
- ------------------------------------------------------------------------------------------------------------------------------------
GABELLI G015 4,500 4,500 4,500 6/2/2005
INTERNATIONAL
GROWTH
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 Gabelli International Growth Fund, Inc.
---------------------------------------------------------------------
By (Signature and Title)* /s/ Bruce N. Alpert
--------------------------------------------------------
Bruce N. Alpert, Principal Executive Officer
Date August 30, 2005
----------------------------------------------------------------------------
*Print the name and title of each signing officer under his or her signature.