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 811-07917
Wilshire Variable Insurance Trust
(Exact name of registrant as specified in charter)
1299 Ocean Avenue, Suite 700
Santa Monica, CA 90401
(Address of principal executive offices) (Zip code)
Lawrence E. Davanzo, President
1299 Ocean Avenue, Suite 700
Santa Monica, CA 90401
(Name and address of agent for service)
Registrant's telephone number, including area code: 310-451-3051
Date of fiscal year end: December 31
Date of reporting period: July 1, 2004 - June 30, 2005
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 (S)(S) 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. (S) 3507.
PROXY VOTING RECORD
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
04/22/05 - A Abbott Laboratories *ABT* 002824100 02/23/05 15,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Link Executive Compensation to Government Fines Against Against ShrHoldr
4 Performance- Based/Indexed Options Against For ShrHoldr
5 Eliminate Animal Testing Against Against ShrHoldr
6 Report on Political Contributions Against Against ShrHoldr
7 Report on Operational Imact of HIV/AIDS,
TB, and Malaria Pandemic Against Against ShrHoldr
8 Separate Chairman and CEO Positions Against Against ShrHoldr
05/26/05 - A Ace Ltd. *ACE* G0070K103 04/08/05 19,400
Meeting for Holders of ADRs
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
03/01/05 - A ADC Telecommunications, Inc. *ADCT* 000886101 01/12/05 221,600
1 Elect Directors For For Mgmt
2 Redeem Shareholder Rights Plan Agreement Against For ShrHoldr
3 Ratify Auditors For For Mgmt
02/17/05 - A Agere Systems Inc *AGR* 00845V100 12/20/04 238,400
1 Elect Directors For For Mgmt
2 Reclassify Common Stock and Class B Stock For For Mgmt
into a Single Class
3 Approve Reverse Stock Split For For Mgmt
4 Approve Reverse Stock Split For For Mgmt
5 Approve Reverse Stock Split For For Mgmt
6 Approve Reverse Stock Split For For Mgmt
7 Amend Articles to Make Administrative Changes For For Mgmt
12/22/04 - S Alcan Inc. *AL.* 013716105 11/19/04 19,800
1 Approve Arrangement Resolution for the For For Mgmt
Reoganisation.
04/28/05 - A Altria Group, Inc. *MO* 02209S103 03/07/05 71,900
1 Elect Directors For Split Mgmt
1.1 Elect Director Elizabeth E. Bailey --- For
1.2 Elect Director Harold Brown --- For
1.3 Elect Director Mathis Cabiallavetta --- For
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Mgmt Rec - Company Management Recommended Vote Page 1
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
1.4 Elect Director Louis C. Camilleri --- For
1.5 Elect Director J. Dudley Fishburn --- For
1.6 Elect Director Robert E. R. Huntley --- For
1.7 Elect Director Thomas W. Jones --- Withhold
1.8 Elect Director George Munoz --- For
1.9 Elect Director Lucio A. Noto --- For
1.10 Elect Director John S. Reed --- For
1.11 Elect Director Carlos Slim Helu --- For
1.12 Elect Director Stephen M. Wolf --- For
2 Approve Omnibus Stock Plan For For Mgmt
3 Amend Non-Employee Director Stock Option Plan For For Mgmt
4 Ratify Auditors For For Mgmt
5 Eliminate Animal Testing Against Against ShrHoldr
6 Product Warnings for Pregnant Women Against Against ShrHoldr
7 Cease Use of Light and Ultra Light in Cigarette Against Against ShrHoldr
Marketing
8 Apply Fire Safety Standards for Cigarettes Against Against ShrHoldr
04/26/05 - A American Electric Power Co. *AEP* 025537101 03/02/05 56,220
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Submit Executive Retirement Plan to Shareholder Against Against ShrHoldr
Vote
05/11/05 - A Amgen, Inc. *AMGN* 031162100 03/18/05 5,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Eliminate Animal Testing Against Against ShrHoldr
4 Review/Limit Executive Compensation Against Against ShrHoldr
5 Adopt Retention Ratio for Executives Against Against ShrHoldr
11/04/04 - A Archer-Daniels-Midland Company *ADM* 039483102 09/15/04 99,400
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Approve Employee Stock Purchase Plan For For Mgmt
4 Report on Genetically Engineered Products Against Against ShrHoldr
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 2
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
04/26/05 - A Autoliv Inc. *ALV* 052800109 03/01/05 23,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
11/11/04 - A Avnet, Inc. *AVT* 053807103 09/13/04 47,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/27/05 - A Bank of America Corp. *BAC* 060505104 03/04/05 76,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Political Contributions Against Against ShrHoldr
4 Director Nominee Amendment Against Against ShrHoldr
04/27/05 - A Borg-Warner, Inc. *BWA* 099724106 03/04/05 19,800
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/14/05 - A BP PLC (Form. Bp Amoco Plc) 055622104 02/18/05 17,200
Meeting for Holders of ADR's
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 TO GIVE AUTHORITY TO ALLOT SHARES UP TO A
SPECIFIED AMOUNT For For Mgmt
4 SPECIAL RESOLUTION: TO GIVE AUTHORITY TO
ALLOT A LIMITED NUMBER OF SHARES FOR CASH
WITHOUT MAKING AN OFFER TO SHAREHOLDERS For For Mgmt
5 SPECIAL RESOLUTION: TO GIVE LIMITED
AUTHORITY FOR THE PURCHASE OF ITS OWN
SHARES BY THE COMPANY For For Mgmt
6 TO APPROVE THE DIRECTORS REMUNERATION
REPORT For For Mgmt
7 TO APPROVE THE RENEWAL OF EXECUTIVE
DIRECTORS INCENTIVE PLAN For For Mgmt
8 TO RECEIVE THE DIRECTORS ANNUAL REPORT AND
THE ACCOUNTS For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 3
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
05/03/05 - A Bristol-Myers Squibb Co. *BMY* 110122108 03/07/05 22,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Articles to Eliminate Certain
Supermajority Vote Requirements For For Mgmt
4 Report on Political Contributions Against Against ShrHoldr
5 Report on Operational Impact of HIV/AIDS,
TB, and Malaria Pandemic Against Against ShrHoldr
6 Eliminate Animal Testing Against Against ShrHoldr
7 Separate Chairman and CEO Positions Against For ShrHoldr
8 Proposal Regarding Restatement Situations Against Against ShrHoldr
9 Limit/Prohibit Awards to Executives Against Against ShrHoldr
10 Require a Majority Vote for the Election
of Directors Against For ShrHoldr
04/20/05 - A Burlington Northern Santa Fe Corp. *BNI* 12189T104 02/22/05 45,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/21/05 - Celestica Inc. *CLS.* 15101Q108 03/14/05 24,900
A/S Meeting For Subordinate and Multiple
Voting Shareholders
1 Elect Directors For For Mgmt
2 Approve KPMG LLP as Auditors and Authorize
Board to Fix Remuneration of Auditors For For Mgmt
3 Amend the Long-Term Incentive Plan For For Mgmt
04/27/05 - A CHEVRON CORP *CVX* 166764100 03/01/05 76,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
4 Submit Severance Agreement (Change-in-
Control) to Shareholder Vote Against For ShrHoldr
5 Expense Stock Options Against For ShrHoldr
6 Eliminate Animal Testing Against Against ShrHoldr
7 Report on Drilling in Protected Areas Against Against ShrHoldr
8 Report on Remediation Programs in Ecuador Against Against ShrHoldr
11/18/04 - A Cisco Systems, Inc. *CSCO* 17275R102 09/20/04 124,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 4
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
3 Report on Pay Disparity Against Against ShrHoldr
04/19/05 - A Citigroup Inc. *C* 172967101 02/25/05 129,266
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Limit/Prohibit Awards to Executives Against Against ShrHoldr
5 Report on Political Contributions Against Against ShrHoldr
6 Prohibit Chairman From Management Duties, Against Against ShrHoldr
Titles or Responsibilities
7 Limit Executive Compensation Against Against ShrHoldr
8 Require a Majority Vote for the Election of Against Against ShrHoldr
Directors
9 Review/Limit Executive Compensation Against Against ShrHoldr
10 Adopt Simple Majority Vote Against For ShrHoldr
06/01/05 - A Comcast Corp. *CMCSA* 20030N101 03/24/05 80,852
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Restricted Stock Plan For For Mgmt
4 Report on Political Contributions Against Against ShrHoldr
5 Separate Chairman and CEO Positions Against For ShrHoldr
6 Submit Shareholder Rights Plan (Poison Pill) to Against For ShrHoldr
Shareholder Vote
7 Approve Recapitalization Plan Against For ShrHoldr
05/17/05 - A Comerica Inc. *CMA* 200340107 03/18/05 16,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/05/05 - A ConocoPhillips *COP* 20825C104 03/10/05 23,650
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
4 Require a Majority Vote for the Election of Against For ShrHoldr
Directors
04/26/05 - A COOPER INDUSTRIES LTD *CBE* G24182100 03/01/05 20,800
Meeting for Holders of ADR's
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 SHAREHOLDER PROPOSAL REQUESTING COOPER TO Against Against ShrHoldr
IMPLEMENT A CODE OF CONDUCT BASED ON
INTERNATIONAL LABOR
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 5
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
ORGANIZATION HUMAN RIGHTS STANDARDS.
04/28/05 - A Corning Inc. *GLW* 219350105 03/01/05 108,100
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
06/15/05 - A Countrywide Financial Corp. *CFC* 222372104 04/20/05 41,100
1 Elect Directors For For Mgmt
2 Amend Executive Incentive Bonus Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/04/05 - A CSX Corp. *CSX* 126408103 03/04/05 53,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Subject Non-Deductible Executive Compensation Against Against ShrHoldr
to Shareholder Vote
4 Adopt Simple Majority Vote Requirement Against For ShrHoldr
07/16/04 - A Dell Inc. *DELL* 24702R101 05/21/04 18,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
04/27/05 - A Eaton Corp. *ETN* 278058102 02/28/05 20,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/22/05 - A Electronic Data Systems Corp. *EDS* 285661104 03/01/05 57,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors For For Mgmt
4 Eliminate Supermajority Vote Requirement For For Mgmt
04/18/05 - A Eli Lilly and Co. *LLY* 532457108 02/15/05 7,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Separate Chairman and CEO Positions Against For ShrHoldr
4 Review and Report on Drug Against Against ShrHoldr
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 6
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
Reimportation Policy
5 Report on Product Availability in Canada Against Against ShrHoldr
6 Report on Political Contributions Against Against ShrHoldr
7 Adopt Policy on Performance-based Stock Option Against For ShrHoldr
Grants
8 Eliminate Animal Testing Against Against ShrHoldr
05/13/05 - A Entergy Corp. *ETR* 29364G103 03/16/05 28,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Require the Chairman of the Board Be an Against Against ShrHoldr
Independent Director
4 Require a Majority Vote for the Election of Against For ShrHoldr
Directors
05/25/05 - A Exxon Mobil Corp. *XOM* 30231G102 04/06/05 109,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Political Contributions/Activities Against Against ShrHoldr
4 Review/Limit Executive Compensation Against Against ShrHoldr
5 Nominate Independent Directors with Industry Against Against ShrHoldr
Experience
6 Report on Payments to Indonesian Military Against Against ShrHoldr
7 Adopt Policy Prohibiting Discrimination based Against For ShrHoldr
on Sexual Orientation
8 Report on Potential Damage of Drilling in Against Against ShrHoldr
Protected Regions
9 Disclose Information Supporting the Company Against Against ShrHoldr
Position on Climate Change
10 Report on Company Policies for Compliance with Against Against ShrHoldr
the Kyoto Protocol
09/23/04 - A Flextronics International Ltd. *FLEX* Y2573F102 08/05/04 65,600
Meeting for Holders of ADRs
1 Elect Directors For For Mgmt
2 RE-APPOINTMENT OF PATRICK FOLEY AS A DIRECTOR For For Mgmt
OF THE COMPANY.
3 Ratify Auditors For For Mgmt
4 TO APPROVE AN AMENDMENT TO THE COMPANY S 1997 For For Mgmt
EMPLOYEE SHARE PURCHASE PLAN.
5 TO APPROVE AMENDMENTS TO THE COMPANY S 2001 For For Mgmt
EQUITY INCENTIVE PLAN.
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Mgmt Rec - Company Management Recommended Vote Page 7
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
6 TO APPROVE AN AMENDMENT TO THE COMPANY S 2001 For For Mgmt
EQUITY INCENTIVE PLAN TO ALLOW FOR ISSUANCES OF
STOCK BONUSES.
7 TO APPROVE THE CONSOLIDATION OF ORDINARY SHARES For For Mgmt
AVAILABLE UNDER OUR ASSUMED PLANS INTO OUR 2001
EQUITY INCENTIVE PLAN.
8 TO APPROVE THE AUTHORIZATION FOR THE DIRECTORS For For Mgmt
OF THE COMPANY TO ALLOT AND ISSUE ORDINARY
SHARES.
9 TO APPROVE THE AUTHORIZATION FOR THE COMPANY TO For For Mgmt
PROVIDE $37,200 OF ANNUAL CASH COMPENSATION
TO EACH OF ITS NON-EMPLOYEE DIRECTORS.
10 TO APPROVE THE AUTHORIZATION FOR THE COMPANY TO For For Mgmt
PROVIDE AN ADDITIONAL $10,000 OF ANNUAL CASH
COMPENSATION FOR EACH OF ITS NON-EMPLOYEE
DIRECTORS FOR COMMITTEE PARTICIPATION.
11 TO APPROVE THE AUTHORIZATION OF THE PROPOSED For For Mgmt
RENEWAL OF THE SHARE REPURCHASE MANDATE
RELATING TO ACQUISITIONS BY THE COMPANY OF ITS
OWN ISSUED ORDINARY SHARES.
12 TO APPROVE THE AUTHORIZATION OF THE PROPOSAL For For Mgmt
APPROVAL OF A BONUS ISSUE.
11/04/04 - A Freddie Mac *FRE* 313400301 09/10/04 30,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Amend Employee Stock Purchase Plan For For Mgmt
04/27/05 - A General Electric Co. *GE* 369604103 02/28/05 192,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Provide for Cumulative Voting Against Against ShrHoldr
4 Report on Nuclear Fuel Storage Risks Against Against ShrHoldr
5 Report on PCB Clean-up Costs Against Against ShrHoldr
6 Adopt Policy on Overboarded Directors Against Against ShrHoldr
7 Prepare a Sustainability Report Against Against ShrHoldr
8 Political Contributions/Activities Against Against ShrHoldr
9 Eliminate Animal Testing Against Against ShrHoldr
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 8
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
04/18/05 - A Genuine Parts Co. *GPC* 372460105 02/11/05 7,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/19/05 - A Genworth Finl Inc *GNW* 37247D106 03/21/05 49,800
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/03/05 - A Georgia-Pacific Corp. *GP* 373298108 03/01/05 21,500
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Declassify the Board of Directors Against For Mgmt
05/25/05 - A GlaxoSmithKline PLC (formerly Glaxo Wellcome Plc) 37733W105 03/11/05 25,100
Meeting for Holders of ADR's
1 DIRECTORS REPORT AND FINANCIAL STATEMENTS For For Mgmt
2 REMUNERATION REPORT For For Mgmt
3 TO ELECT SIR CHRISTOPHER GENT AS A DIRECTOR For For Mgmt
4 TO ELECT SIR DERYCK MAUGHAN AS A DIRECTOR For For Mgmt
5 TO ELECT MR JULIAN HESLOP AS A DIRECTOR For For Mgmt
6 TO RE-ELECT DR JEAN-PIERRE GARNIER AS A For For Mgmt
DIRECTOR
7 TO RE-ELECT SIR IAN PROSSER AS A DIRECTOR For For Mgmt
8 TO RE-ELECT DR RONALDO SCHMITZ AS A DIRECTOR For For Mgmt
9 TO RE-ELECT DR LUCY SHAPIRO AS A DIRECTOR For For Mgmt
10 Ratify Auditors For For Mgmt
11 REMUNERATION OF AUDITORS For For Mgmt
12 TO AUTHORISE THE COMPANY TO MAKE DONATIONS TO For For Mgmt
EU POLITICAL ORGANISATIONS AND INCUR EU
POLITICAL EXPENDITURE
13 DISAPPLICATION OF PRE-EMPTION RIGHTS For For Mgmt
14 AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN For For Mgmt
SHARES
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 9
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
15 INSERTION OF NEW ARTICLE 48A INTO ARTICLES OF For For Mgmt
ASSOCIATION
16 DELETION OF ARTICLE 154.2 OF ARTICLES OF For For Mgmt
ASSOCIATION
17 AMENDMENT OF ARTICLE 81 OF ARTICLES OF For For Mgmt
ASSOCIATION
04/19/05 - A Goodrich Corporation *GR* 382388106 02/28/05 28,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Amend Executive Incentive Bonus Plan For For Mgmt
05/26/05 - A HCA, Inc. *HCA* 404119109 03/28/05 6,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
03/16/05 - A Hewlett-Packard Co. *HPQ* 428236103 01/18/05 142,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
05/26/05 - A Home Depot, Inc. (The) *HD* 437076102 03/28/05 16,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Nomination Procedures for the Board For Against Mgmt
4 Approve Omnibus Stock Plan For For Mgmt
5 Prepare Diversity Report Against Against ShrHoldr
6 Require a Majority Vote for the Election of Against For ShrHoldr
Directors
7 Limit Executive Compensation Against Against ShrHoldr
8 Submit Severance Agreement (Change-in-Control) Against For ShrHoldr
to Shareholder Vote
9 Performance- Based/Indexed Options Against Against ShrHoldr
10 Performance- Based/Indexed Options Against Against ShrHoldr
11 Affirm Political Nonpartisanship Against Against ShrHoldr
06/01/05 - A Ingersoll-Rand Company Limited G4776G101 04/04/05 3,600
Meeting for Holders of ADR's
1 Elect Directors For For Mgmt
2 APPROVAL OF AMENDMENT TO BYE-LAW 10 OF THE For For Mgmt
BYE-LAWS TO ELIMINATE THE CLASSIFICATION OF
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 10
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS.
3 APPROVAL OF AMENDMENT TO BYE-LAW 10 OF THE BYE- For For Mgmt
LAWS TO ELIMINATE CUMULATIVE VOTING IN THE
ELECTION OF DIRECTORS.
4 Ratify Auditors For For Mgmt
06/01/05 - A Ingram Micro, Inc. *IM* 457153104 04/04/05 66,300
1 Elect Directors For For Mgmt
05/18/05 - A Intel Corp. *INTC* 458140100 03/21/05 75,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Amend Executive Incentive Bonus Plan For For Mgmt
04/26/05 - A International Business Machines Corp. *IBM* 459200101 02/25/05 32,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Restore or Provide for Cumulative Voting Against Against ShrHoldr
4 Eliminate Age Discrimination in Retirement Against Against ShrHoldr
Benefits
5 Calculate Executive Salary Without Regard to Against For ShrHoldr
Pension Income
6 Expense Stock Options Against For ShrHoldr
7 Report on Executive Compensation Against Against ShrHoldr
8 Report on Outsourcing Against Against ShrHoldr
05/10/05 - A International Paper Co. *IP* 460146103 03/17/05 35,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
04/28/05 - A Johnson & Johnson *JNJ* 478160104 03/01/05 67,700
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/18/05 - A Jones Apparel Group, Inc. *JNY* 480074103 03/18/05 21,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 11
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
05/17/05 - A JPMorgan Chase & Co. *JPM* 46625H100 03/22/05 40,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Establish Term Limits for Directors Against Against ShrHoldr
5 Separate Chairman and CEO Positions Against For ShrHoldr
6 Limit Executive Compensation Against Against ShrHoldr
7 Adopt Executive Benefit Policy Against Against ShrHoldr
05/05/05 - A KeyCorp *KEY* 493267108 03/08/05 61,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/18/05 - A Laboratory Corporation of America Holdings *LH* 50540R409 03/31/05 24,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/05/05 - A Lear Corporation *LEA* 521865105 03/18/05 30,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus Plan For For Mgmt
04/05/05 - A Lehman Brothers Holdings Inc. *LEH* 524908100 02/11/05 23,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Limit Executive Compensation Against Against ShrHoldr
05/16/05 - A Limited Brands *LTD* 532716107 03/31/05 58,100
1 Elect Directors For For Mgmt
05/03/05 - A Magna International Inc. *MG.SV.A* 559222401 03/21/05 12,100
Meeting For Holders of Both Class A Subordinate
Voting Shares and Class B shares
1 Elect Directors For Withhold Mgmt
2 Approve Ernst & Young LLP as Auditors and For For Mgmt
Authorize the Audit Committee to Fix Their
Remuneration
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Mgmt Rec - Company Management Recommended Vote Page 12
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
Fix Their Remuneration
04/27/05 - A Marathon Oil Corp *MRO* 565849106 02/28/05 44,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against For ShrHoldr
4 Amend Governance Documents Regarding Against For ShrHoldr
Director Nominees by Affirmative Votes
05/11/05 - A McDonald's Corp. *MCD* 580135101 03/14/05 70,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Genetically Modified Organisms Against Against ShrHoldr
05/31/05 - A MEDCO Health Solutions Inc *MHS* 58405U102 04/04/05 35,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Approve Qualified Employee Stock Purchase For For Mgmt
Plan
5 Approve Executive Incentive Bonus Plan For For Mgmt
04/26/05 - A Merck & Co., Inc. *MRK* 589331107 02/25/05 63,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Prohibit Awards to Executives Against Against ShrHoldr
4 Limit Executive Compensation Against Against ShrHoldr
5 Eliminate Animal Testing Against Against ShrHoldr
6 Separate Chairman and CEO Positions Against For ShrHoldr
7 Report on Product Availability in Canada Against Against ShrHoldr
8 Report on Political Contributions Against Against ShrHoldr
9 Report on Operational Impact of HIV/AIDS, Against Against ShrHoldr
TB, and Malaria Pandemic
04/22/05 - A Merrill Lynch & Co., Inc. *MER* 590188108 02/22/05 19,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Non-Employee Director Restricted For For Mgmt
Stock Plan
4 Provide for Cumulative Voting Against Against ShrHoldr
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 13
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
5 Limit Executive Compensation Against Against ShrHoldr
04/26/05 - A Metlife, Inc *MET* 59156R108 03/01/05 32,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Establish Other Board Committee Against Against ShrHoldr
05/12/05 - A MGIC Investment Corp. *MTG* 552848103 03/11/05 12,800
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Approve Executive Incentive Bonus Plan For For Mgmt
4 Ratify Auditors For For Mgmt
11/09/04 - A Microsoft Corp. *MSFT* 594918104 09/10/04 187,400
1 Elect Directors For For Mgmt
2 Amend Bundled Compensation Plans For For Mgmt
3 Amend Bundled Compensation Plans For For Mgmt
4 Amend Stock Option Plan For For Mgmt
5 Ratify Auditors For For Mgmt
03/15/05 - A Morgan Stanley *MWD* 617446448 01/14/05 6,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors For For Mgmt
4 Limit Executive Compensation Against Against ShrHoldr
04/26/05 - A National City Corp. *NCC* 635405103 03/04/05 65,300
1 Elect Directors For For Mgmt
2 Ratify Auditor For For Mgmt
05/11/05 - A Newell Rubbermaid Inc. *NWL* 651229106 03/15/05 51,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against For ShrHoldr
05/24/05 - A Nordstrom, Inc. *JWN* 655664100 03/16/05 12,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 14
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
05/12/05 - A Norfolk Southern Corp. *NSC* 655844108 03/07/05 64,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Approve Executive Incentive Bonus Plan For For Mgmt
06/29/05 - A Nortel Networks Corp. *NT.* 656568102 05/02/05 197,200
Management Proposals
1 Elect Directors For For Mgmt
2 Ratify Deloitte & Touche LLP as Auditors For For Mgmt
3 Approve Adoption of the Nortel U.S. Stock For For Mgmt
Purchase Plan, the Nortel Global Stock Purchase
Plan, and the Nortel Stock Purchase Plan for
Members of the Nortel Savings and Retirement
Program
4 Approve Adoption of Nortel 2005 Stock Incentive For For Mgmt
Plan
Shareholder Proposals
5 Require Shareholder Approval of the Against Against ShrHoldr
Compensation of the Ten Highest Paid Executives
6 Exclude Senior Executive's Bonuses From Against Against ShrHoldr
Calculation of Pensions
7 Require List of Nominees for Board of Directors Against Against ShrHoldr
To Have a Minimum of 25% More Candidates Than
There Are Spaces to Fill
8 Roll Back the Salary Level of All Senior Against Against ShrHoldr
Executives to Their Salary Level on Jan. 1,
1998
9 Take Legal or other Appropriate Action to Get Against Against ShrHoldr
Back Bonus and Salary Increases Given to Senior
Executives (Past and Present) From 1998 through
2004
10 Take Legal or other Appropriate Action to Against Against ShrHoldr
Exclude Executives (Past and Present) Bonuses
and Salary Increases from 1998 through 2004
from Their Pensions Calculation
11 Take Legal or other Appropriate Action to Get Against Against ShrHoldr
Back Compensation and Perks Paid to Board of
Directors (former and present) From 1998
through 2004
12 Require Economy Class for All Business Travel Against Against ShrHoldr
of All Senior Executives,
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 15
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
Company Employees, and Board of Directors
13 Allow Shareholders in Attendance at AGM to Against Against ShrHoldr
Elect Two Additional Directors to the Board in
Addition to the Slate of Candidates Proposed by
the Existing Board of Director's Nominating
Committee at the AGM
14 Take Legal or other Appropriate Actions to Get Against Against ShrHoldr
Back Fees Paid to External Auditors From 1998
through 2004; Require Future Auditor's Fees To
Be Approved by Shareholders at AGM
15 Require Nortel To Provide Letter to Regulatory Against Against ShrHoldr
Agencies With Information The Agencies Should
Have Been Looking For to Protect Shareholders
of Publicly Traded Companies
05/06/05 - A Occidental Petroleum Corp. *OXY* 674599105 03/03/05 26,550
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Proposal Regarding Board Sponsored Proposals Against Against ShrHoldr
5 Submit Severance Agreement (Change-in-Control) Against For ShrHoldr
to Shareholder Vote
05/13/05 - A Office Depot, Inc. *ODP* 676220106 03/10/05 61,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Review/Limit Executive Compensation Against Against ShrHoldr
4 Require a Majority Vote for the Election of Against For ShrHoldr
Directors
10/29/04 - A Oracle Corp. *ORCL* 68389X105 09/02/04 24,000
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
5 Implement China Principles Against Against ShrHoldr
05/11/05 - A Owens-Illinois, Inc. *OI* 690768403 03/14/05 61,500
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 16
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
05/10/05 - A Partnerre Ltd (frm. Partnerre Holdings Ltd. ) *PRE* G6852T105 03/21/05 5,600
Meeting for Holders of ADR's
1 Elect Directors For For Mgmt
2 TO APPROVE THE PARTNERRE LTD. 2005 EMPLOYEE For For Mgmt
EQUITY PLAN AND
THE RESERVATION OF 1,000,000 ADDITIONAL
COMMON SHARES FOR ISSUANCE UNDER THE 2005
EMPLOYEE EQUITY PLAN.
3 TO APPROVE AN INCREASE IN THE AUTHORIZED SHARE For For Mgmt
CAPITAL OF THE COMPANY FROM US$150,000,000 TO
US$200,000,000 BY THE CREATION OF 50,000,000
UNDESIGNATED SHARES PAR VALUE US$1.00 PER
SHARE.
4 Ratify Auditors For For Mgmt
5 Other Business For Against Mgmt
05/04/05 - A PepsiCo, Inc. *PEP* 713448108 03/11/05 51,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Corporate Political Contributions Against Against ShrHoldr
04/28/05 - A Pfizer Inc. *PFE* 717081103 03/02/05 135,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Establish Term Limits for Directors Against Against ShrHoldr
4 Report on Pharmaceutical Price Restraint Against Against ShrHoldr
5 Review and Report on Drug Reimportation Policy Against Against ShrHoldr
6 Report on Political Contributions Against Against ShrHoldr
7 Report on Product Availability in Canada Against Against ShrHoldr
8 Separate Chairman and CEO Positions Against For ShrHoldr
04/21/05 - A PPG Industries, Inc. *PPG* 693506107 02/22/05 13,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
09/02/04 - A Quantum Corp. *DSS* 747906204 07/06/04 94,500
1 Elect Directors For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 17
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
2 Ratify Auditors For For Mgmt
05/25/05 - A Safeway Inc. *SWY* 786514208 03/28/05 58,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Provide for Cumulative Voting Against Against ShrHoldr
4 Seek Sale of Company Against Against ShrHoldr
5 Separate Chairman and CEO Positions Against Against ShrHoldr
6 Prepare a Sustainability Report Against Against ShrHoldr
7 Limit Awards to Executives Against Against ShrHoldr
8 Require a Majority Vote for the Election of Against For ShrHoldr
Directors
9 Limit Composition of Committee(s) to Against Against ShrHoldr
Independent Directors
10 Proposal Regarding the Office of The Board of Against Against ShrHoldr
Directors
02/28/05 - A Sanmina-SCI Corp. *SANM* 800907107 01/03/05 86,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
12/23/04 - S Sanofi-Aventis (Formerly Sanofi-Synthelabo ) 80105N105 11/08/04 33,000
Meeting for Holders of ADRs
1 Approve Merger by Absorption of Aventis by For For Mgmt
Sanofi-Aventis; Authorize Issuance of 19.1
Million Shares to Compensate Aventis Minority
Shareholders
2 Approve Accounting Treatment of Absorption For For Mgmt
3 Assume Obligations of 257,248 Outstanding For For Mgmt
Aventis Warrants; Authorize Issuance of Up to
301,984 Sanofi-Aventis Shares to Satisfy
Conversion of Aventis Warrants
4 Assume Obligations of 48.08 Million Outstanding For For Mgmt
Aventis Stock Options; Authorize Issuance of
Sanofi-Aventis Shares to Satisfy Conversion of
Aventis Stock Options
5 Set Dec. 31, 2004, as Effective Date of Merger For For Mgmt
and Related Capital Increase to Aventis
Minority Shareholders
6 Amend Articles to Reflect Changes in Capital For For Mgmt
7 Approve Capital Increase Reserved for Employees For For Mgmt
Participating in Savings-Related Share Purchase
Plan
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 18
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
Related Share Purchase Plan
8 Authorize Filing of Required Documents/Other For For Mgmt
Formalities
04/29/05 - A SBC Communications Inc. *SBC* 78387G103 03/01/05 18,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Nonqualified Employee Stock Purchase For For Mgmt
Plan
4 Report on Political Contributions Against Against ShrHoldr
5 Report on Executive Compensation Against Against ShrHoldr
6 Performance- Based/Indexed Options Against Against ShrHoldr
7 Adopt Simple Majority Vote Against For ShrHoldr
04/05/05 - A Sempra Energy *SRE* 816851109 02/18/05 38,300
1 Elect Directors For Split Mgmt
1.1 Elect Director Richard A. Collato --- Withhold
1.2 Elect Director Denise K. Fletcher --- For
1.3 Elect Director William C. Rusnack --- Withhold
1.4 Elect Director William P. Rutledge --- Withhold
2 Ratify Auditors For For Mgmt
3 Approve Option Expensing Against For ShrHoldr
4 Declassify the Board of Directors Against For ShrHoldr
5 Performance-Based/Indexed Options Against Against ShrHoldr
6 Submit Shareholder Rights Plan (Poison Pill) to Against For ShrHoldr
Shareholder Vote
05/11/05 - A Smurfit - Stone Container Corp. *SSCC* 832727101 03/14/05 53,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
01/13/05 - A Solectron Corp. *SLR* 834182107 11/18/04 207,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
10/28/04 - S SouthTrust Corp. 844730101 09/21/04 25,900
1 Approve Merger Agreement For For Mgmt
06/13/05 - A Staples, Inc. *SPLS* 855030102 04/19/05 10,300
1 Elect Directors For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 19
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Submit Shareholder Rights Plan (Poison Pill) to Against Against ShrHoldr
Shareholder Vote
09/15/04 - S SunTrust Banks, Inc. *STI* 867914103 07/30/04 20,900
1 Approve Merger Agreement For For Mgmt
2 Adjourn Meeting For For Mgmt
04/19/05 - A SunTrust Banks, Inc. *STI* 867914103 02/25/05 20,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Management Incentive Plan For For Mgmt
4 Approve Performance Unit Plan For For Mgmt
06/15/05 - A SUPERVALU Inc. *SVU* 868536103 04/18/05 57,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Require a Majority Vote for the Election of Against For ShrHoldr
Directors
05/18/05 - A Target Corporation *TGT* 87612E106 03/21/05 37,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/07/05 - A Tech Data Corp. *TECD* 878237106 04/11/05 21,400
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
04/21/05 - A Tellabs, Inc. *TLAB* 879664100 02/22/05 130,000
1 Elect Directors For For Mgmt
2 Approve Qualified Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/27/05 - A Textron Inc. *TXT* 883203101 03/04/05 22,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Separate Chairman and CEO Positions Against For ShrHoldr
4 Performance- Based/Indexed Options Against Against ShrHoldr
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 20
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
05/17/05 - A The Allstate Corp. *ALL* 020002101 03/18/05 14,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Provide for Cumulative Voting Against Against ShrHoldr
05/02/05 - A The Boeing Co. *BA* 097023105 03/03/05 43,100
1 Elect Directors For Split Mgmt
1.1 Elect Director Kenneth M. Duberstein ---
Withhold
1.2 Elect Director W. James McNerney, Jr. ---
Withhold
1.3 Elect Director Lewis E. Platt --- Withhold
1.4 Elect Director Mike S. Zafirovski --- For
2 Ratify Auditors For For Mgmt
3 Adopt Human Rights Policy Against Against ShrHoldr
4 Develop Ethical Criteria for Military Contracts Against Against ShrHoldr
5 Report on Political Contributions Against Against ShrHoldr
6 Declassify the Board of Directors Against For ShrHoldr
7 Adopt Simple Majority Vote Requirement Against For ShrHoldr
8 Establish Other Board Committee Against Against ShrHoldr
9 Separate Chairman and CEO Positions Against Against ShrHoldr
04/26/05 - A The Chubb Corp. *CB* 171232101 03/07/05 28,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/19/05 - A The Coca-Cola Company *KO* 191216100 02/22/05 30,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Review Labor Rights in Columbia Against Against ShrHoldr
4 Performance- Based/Indexed Options Against For ShrHoldr
5 Submit Severance Agreement to Shareholder Vote Against For ShrHoldr
05/10/05 - A The Gap, Inc. *GPS* 364760108 03/14/05 58,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
04/06/05 - A The Goldman Sachs Group, Inc. *GS* 38141G104 02/07/05 21,900
1 Elect Directors For For Mgmt
2 Declassify the Board of Directors For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 21
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
3 Ratify Auditors For For Mgmt
05/18/05 - A The Hartford Financial Services Group, Inc. *HIG* 416515104 03/22/05 22,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Amend Executive Incentive Bonus Plan For For Mgmt
06/23/05 - A The Kroger Co. *KR* 501044101 04/25/05 35,000
1 Elect Directors For Withhold Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Eliminate super-majority provision Against For ShrHoldr
5 Report on Feasibility of Improving Animal Against Against ShrHoldr
Welfare Standards
6 Submit Severance Agreement (Change-in-Control) Against For ShrHoldr
to Shareholder Vote
10/12/04 - A The Procter & Gamble Company *PG* 742718109 07/30/04 29,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
4 Declassify the Board of Directors Against For Mgmt
5 Implement/ Report on Animal Welfare Standards Against Against ShrHoldr
07/28/04 - A The St. Paul Travelers Companies, Inc. *STA* 792860108 06/04/04 4,223
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
05/03/05 - A The St. Paul Travelers Companies, Inc. *STA* 792860108 03/11/05 4,223
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/20/05 - A Time Warner Inc *TWX* 887317105 03/24/05 123,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Pay Disparity Against Against ShrHoldr
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 22
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
04/28/05 - A Torchmark Corp. *TMK* 891027104 03/04/05 36,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Non-Employee Director Stock Option Plan For For Mgmt
4 Approve Omnibus Stock Plan For For Mgmt
5 Make Effort to Locate Women and Minorities for Against Against ShrHoldr
Board Nomination
03/10/05 - A Tyco International Ltd. *TYC* 902124106 01/10/05 93,100
Meeting for Holders of ADRs
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/19/05 - A U.S. Bancorp *USB* 902973304 02/28/05 67,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Reduce Supermajority Vote Requirement For For Mgmt
4 Performance- Based/Indexed Options Against For ShrHoldr
5 Prohibit Auditor from Providing Non-Audit Against For ShrHoldr
Services
05/10/05 - A Unilever N.V. 904784709 03/18/05 16,800
Meeting for Holders of ADR's
1 ADOPTION OF THE ANNUAL ACCOUNTS AND For For Mgmt
APPROPRIATION OF THE PROFIT FOR THE 2004
FINANCIAL YEAR.
2 DISCHARGE OF THE EXECUTIVE DIRECTORS. For For Mgmt
3 DISCHARGE OF THE NON-EXECUTIVE DIRECTORS. For For Mgmt
4 CORPORATE GOVERNANCE AND ALTERATIONS TO THE For For Mgmt
ARTICLES OF ASSOCIATION.
5 Elect Directors For For Mgmt
6 REMUNERATION OF DIRECTORS. For For Mgmt
7 NLG 0.10 CUMULATIVE PREFERENCE SHARES; For For Mgmt
REDUCTION OF THE ISSUED CAPITAL BY
CANCELLATION.
8 Ratify Auditors For For Mgmt
9 DESIGNATION, OF THE BOARD OF DIRECTORS AS THE For For Mgmt
COMPANY BODY AUTHORIZED IN RESPECT OF THE ISSUE
OF SHARES IN THE COMPANY.
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 23
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
10 AUTHORIZATION, OF THE BOARD OF DIRECTORS TO For For Mgmt
PURCHASE SHARES IN THE COMPANY AND DEPOSITARY
RECEIPTS THEREFOR.
05/05/05 - A United Parcel Service, Inc. *UPS* 911312106 03/07/05 6,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/26/05 - A United States Steel Corp. *X* 912909108 02/25/05 39,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Approve Executive Incentive Bonus Plan For For Mgmt
05/03/05 - A UST Inc. *UST* 902911106 03/09/05 25,100
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Adopt Policy on Internet Advertising Against Against ShrHoldr
09/13/04 - S Valero Energy Corp. *VLO* 91913Y100 07/27/04 22,700
1 Increase Authorized Common Stock For For Mgmt
05/05/05 - A Verizon Communications *VZ* 92343V104 03/07/05 27,800
1 Elect Directors For Split Mgmt
1.1 Elect Director James R. Barker --- For
1.2 Elect Director Richard L. Carrion --- For
1.3 Elect Director Robert W. Lane --- For
1.4 Elect Director Sandra O. Moose --- For
1.5 Elect Director Joseph Neubauer --- Withhold
1.6 Elect Director Thomas H. O' Brien --- For
1.7 Elect Director Hugh B. Price --- For
1.8 Elect Director Ivan G. Seidenberg --- For
1.9 Elect Director Walter V. Shipley --- For
1.10 Elect Director John R. Stafford --- For
1.11 Elect Director Robert D. Storey --- For
2 Ratify Auditors For For Mgmt
3 Provide for Cumulative Voting Against Against ShrHoldr
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 24
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
4 Require a Majority Vote for the Election Against For ShrHoldr
of Directors
5 Require Majority of Independent Directors Against Against ShrHoldr
on Board
6 Separate Chairman and CEO Positions Against For ShrHoldr
7 Amend Director/Officer Liability/ Against Against ShrHoldr
Indemnifications Provisions
8 Report on Political Contributions Against Against ShrHoldr
04/26/05 - A VF Corp. *VFC* 918204108 03/08/05 35,100
1 Elect Directors For Withhold Mgmt
2 Ratify Auditors For For Mgmt
10/28/04 - S Wachovia Corp. *WB* 929903102 08/20/04 61,900
1 Approve Merger Agreement For For Mgmt
04/19/05 - A Wachovia Corp. *WB* 929903102 02/16/05 68,551
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/03/05 - A Wal-Mart Stores, Inc. *WMT* 931142103 04/05/05 60,400
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Report on Executive Compensation Against Against ShrHoldr
5 Prepare Sustainability Report Against Against ShrHoldr
6 Report on Stock Option Distribution by Against Against ShrHoldr
Race and Gender
7 Report on Political Contributions Against Against ShrHoldr
8 Prepare Equal Opportunity Report Against Against ShrHoldr
9 Require a Majority Vote for the Election Against For ShrHoldr
of Directors
10 Require Majority of Independent Directors Against Against ShrHoldr
on Board
11 Performance- Based/Indexed Options Against Against ShrHoldr
04/19/05 - A Washington Mutual, Inc *WM* 939322103 02/28/05 52,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/26/05 - A Wells Fargo & Company *WFC* 949746101 03/08/05 11,000
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 25
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
4 Adopt Policy on Payday Lenders Against Against ShrHoldr
5 Link Executive Compensation to Predatory Against Against ShrHoldr
Lending
6 Performance- Based/Indexed Options Against Against ShrHoldr
7 Limit Executive Compensation Against Against ShrHoldr
8 Separate Chairman and CEO Positions Against For ShrHoldr
04/29/05 - A Xl Capital Ltd (Formerly Exel Ltd. ) *XL* G98255105 03/14/05 16,400
Meeting for Holders of ADR's
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 TO APPROVE THE AMENDMENT AND RESTATEMENT For For Mgmt
OF THE COMPANY S 1991 PERFORMANCE
INCENTIVE PROGRAM.
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 26
Vote Summary Report
July 01, 2004 - June 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
10/20/04 - A Briggs & Stratton Corp. *BGG* 109043109 08/25/04 7,200
1 Elect Directors For For Mgmt
1.1 Elect Director William F. Achtmeyer --- For
1.2 Elect Director David L. Burner --- For
1.3 Elect Director Mary K. Bush --- For
2 Ratify Auditors For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
Passes Mellon calculations.
4 Amend Omnibus Stock Plan For For Mgmt
Plan's cost of 8.42% is within allowable cap
of 11.85%.
12/08/04 - A Cardinal Health, Inc. *CAH* 14149Y108 10/25/04 8,700
1 Elect Directors For For Mgmt
2 Amend Executive Incentive Bonus Plan For For Mgmt
Executive officers of the company
designated by the compensation committee
will receive cash.
3 Declassify the Board of Directors Against For ShrHoldr
11/03/04 - A Coach, Inc. *COH* 189754104 09/15/04 19,200
1 Elect Directors For For Mgmt
1.1 Elect Director Joseph Ellis --- For
1.2 Elect Director Lew Frankfort --- For
1.3 Elect Director Sally Frame Kasaks --- For
1.4 Elect Director Gary Loveman --- For
1.5 Elect Director Irene Miller --- For
1.6 Elect Director Keith Monda --- For
1.7 Elect Director Michael Murphy --- For
2 Approve Omnibus Stock Plan For For Mgmt
Plan's cost of 6.22% is within allowable
cap of 12.81%.
08/18/04 - S Companhia Vale Do Rio Doce 204412209 07/22/04 8,500
Meeting for Holders of ADRs
1 DELIBERATION OF THE PROPOSAL FOR A FORWARD For For Mgmt
SPLIT OF SHARES ISSUED BY THE COMPANY, SO THAT
EACH COMMON OR PREFERRED SHARE ISSUED BY THE
COMPANY WILL BE REPRESENTED BY THREE SHARES
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 1
Vote Summary Report
July 01, 2004 - June 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
OF THE SAME TYPE AND CLASS, AND THE CONSEQUENT
ALTERATIONS OF ARTICLES 5 AN
2 ELECTION, BY HOLDERS OF PREFERRED CLASS A For For Mgmt
SHARES, OF ONE MEMBER AND HIS ALTERNATE FOR
THE COMPANY S FISCAL COUNCIL, DUE TO THE
RESIGNATION OF THE FISCAL COUNCIL MEMBERS
ELECTED BY THIS CLASS OF SHARES, AS WELL AS THE
ELECTION BY THE COMMON SHAREHOLDERS
3 RECTIFICATION OF THE TOTAL ANNUAL COMPENSATION For For Mgmt
OF THE MEMBERS OF THE COMPANY S MANAGEMENT
FIXED BY THE ORDINARY GENERAL SHAREHOLDERS
MEETING HELD ON APRIL 28, 2004.
08/09/04 - A Computer Sciences Corporation *CSC* 205363104 06/11/04 28,500
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
Plan's cost of 7.10% is within allowable cap
of 12.52%.
3 Ratify Auditors For For Mgmt
08/17/04 - S Countrywide Financial Corp. *CFC* 222372104 07/09/04 13,549
1 Increase Authorized Common Stock For For Mgmt
Passes Mellon calculations.
07/16/04 - A Dell Inc. *DELL* 24702R101 05/21/04 14,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
increased accuracy of fin'l statements
11/16/04 - A Fox Entertainment Group, Inc. *FOX* 35138T107 09/24/04 48,300
1 Elect Directors For For Mgmt
1.1 Elect Director K. Rupert Murdoch --- For
1.2 Elect Director Peter Chernin --- For
1.3 Elect Director David F. Devoe --- For
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 2
Vote Summary Report
July 01, 2004 - June 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
1.4 Elect Director Arthur M. Siskind --- For
1.5 Elect Director Lachlan K. Murdoch --- For
Lachlan K. Murdoch attended fewer than 75%
of meetings. no attendance issue in
previous year
1.6 Elect Director Christos M. Cotsakos --- For
1.7 Elect Director Peter Powers --- For
2 Ratify Auditors For For Mgmt
11/04/04 - A Freddie Mac *FRE* 313400301 09/10/04 38,300
1 Elect Directors For For Mgmt
1.1 Elect Director Barbara T. Alexander --- For
1.2 Elect Director Geoffrey T. Boisi --- For
1.3 Elect Director Michelle Engler --- For
1.4 Elect Director Richard Karl Goeltz --- For
1.5 Elect Director Thomas S. Johnson --- For
1.6 Elect Director William M. Lewis, Jr. --- For
1.7 Elect Director John B. Mccoy --- For
1.8 Elect Director Eugene M. Mcquade --- For
1.9 Elect Director Shaun F. O'Malley --- For
1.10 Elect Director Ronald F. Poe --- For
1.11 Elect Director Stephen A. Ross --- For
1.12 Elect Director Richard F. Syron --- For
1.13 Elect Director William J. Turner --- For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
Plan's cost of 1.46% is within allowable cap
of 5.14%.
4 Amend Employee Stock Purchase Plan For For Mgmt
All employees can purchase shares at 85% of
F.M.V.
08/02/04 - A GTECH Holdings Corp. *GTK* 400518106 06/11/04 15,600
1 Elect Directors For For Mgmt
2 Approve Employee Stock Purchase Plan For For Mgmt
All employees can purchase shares at 85% of
F.M.V.
3 Increase Authorized Common Stock For For Mgmt
Passes Mellon calculations.
4 Ratify Auditors For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 3
Vote Summary Report
July 01, 2004 - June 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
09/02/04 - A Network Appliance, Inc. *NTAP* 64120L104 07/08/04 36,600
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For Against Mgmt
Plan's cost of 15.90% exceeds allowable cap
of 12.42%.
3 Amend Employee Stock Purchase Plan For For Mgmt
All employees can purchase shares at 85% of
F.M.V.
4 Ratify Auditors For For Mgmt
08/31/04 - S North Fork Bancorporation, Inc. *NFB* 659424105 07/23/04 19,400
1 Approve Merger Agreement For For Mgmt
10/29/04 - A Oracle Corp. *ORCL* 68389X105 09/02/04 32,800
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus Plan For For Mgmt
Chairman, CEO, Presidents, all executive
vice presidents and certain senior vice
presidents will receive cash.
3 Ratify Auditors For For Mgmt
4 Amend Omnibus Stock Plan For For Mgmt
Plan's cost of 10.19% is within allowable
cap of 12.44%.
5 Implement China Principles Against Against ShrHoldr
08/11/04 - A Precision Castparts Corp. *PCP* 740189105 06/18/04 18,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
08/24/04 - A QLogic Corp. *QLGC* 747277101 07/02/04 17,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
08/31/04 - S RenaissanceRe Holdings Ltd. *RNR* G7496G103 07/23/04 11,900
Meeting for Holders of ADRs
1 TO APPROVE THE RENAISSANCERE HOLDINGS LTD. For For Mgmt
2004 STOCK INCENTIVE PLAN.
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 4
Vote Summary Report
July 01, 2004 - June 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
10/08/04 - A RPM International Inc. *RPM* 749685103 08/13/04 30,000
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
Plan's cost of 5.18% is within allowable cap
of 11.60%.
3 Amend Executive Incentive Bonus Plan For For Mgmt
CEO and the four most highly compensated
officers will receive cash.
10/28/04 - A Sara Lee Corp. *SLE* 803111103 09/01/04 44,500
1 Elect Directors For Split Mgmt
1.1 Elect Director Brenda C. Barnes --- For
1.2 Elect Director J.T. Battenberg III --- For
1.3 Elect Director Charles W. Coker --- For
1.4 Elect Director James S. Crown --- For
1.5 Elect Director Willie D. Davis --- Withhold
Willie D. Davis sits on more than six
boards. overboarded
1.6 Elect Director Vernon E. Jordan, Jr. --- For
1.7 Elect Director Laurette T. Koellner --- For
1.8 Elect Director Cornelis J.A. van Lede --- For
1.9 Elect Director Joan D. Manley --- For
1.10 Elect Director C. Steven McMillan --- For
1.11 Elect Director Sir Ian Prosser --- For
1.12 Elect Director Rozanne L. Ridgway --- For
1.13 Elect Director Richard L. Thomas --- For
2 Ratify Auditors For For Mgmt
3 Report on Charitable Contributions Against Against ShrHoldr
10/12/04 - A The Procter & Gamble Company *PG* 742718109 07/30/04 12,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Increase Authorized Common Stock For Against Mgmt
Fails Mellon calculations.
4 Declassify the Board of Directors Against For Mgmt
5 Implement/ Report on Animal Welfare Standards Against Against ShrHoldr
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 5
Vote Summary Report
July 01, 2004 - June 30, 2005
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
07/28/04 - A The St. Paul Travelers Companies, Inc. *STA* 792860108 06/04/04 36,491
1 Elect Directors For For Mgmt
1.1 Elect Director Howard P. Berkowitz --- For
1.2 Elect Director Kenneth J. Bialkin --- For
1.3 Elect Director Carolyn H. Byrd --- For
1.4 Elect Director John H. Dasburg --- For
1.5 Elect Director Leslie B. Disharoon --- For
1.6 Elect Director Janet M. Dolan --- For
1.7 Elect Director Kenneth M. Duberstein --- For
1.8 Elect Director Jay S. Fishman --- For
1.9 Elect Director Lawrence G. Graev --- For
1.10 Elect Director Meryl D. Hartzband --- For
1.11 Elect Director Thomas R. Hodgson --- For
1.12 Elect Director William H. Kling --- For
1.13 Elect Director James A. Lawrence --- For
1.14 Elect Director Robert I. Lipp --- For
1.15 Elect Director Blythe J. McGarvie --- For
1.16 Elect Director Glen D. Nelson, M.D. --- For
1.17 Elect Director Clarence Otis, Jr. --- For
1.18 Elect Director Jeffrey M. Peek --- For
1.19 Elect Director Nancy A. Roseman --- For
1.20 Elect Director Charles W. Scharf --- For
1.21 Elect Director Gordon M. Sprenger --- For
1.22 Elect Director Frank J. Tasco --- For
1.23 Elect Director Laurie J. Thomsen --- For
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
Plan's cost of 5.66% is within allowable cap
of 9.09%.
09/13/04 - S Valero Energy Corp. *VLO* 91913Y100 07/27/04 13,800
1 Increase Authorized Common Stock For Against Mgmt
Fails Mellon calculations.
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 6
Vote Summary Report
July 01, 2004 - June 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
07/27/04 - A Vodafone Group PLC 92857W100 06/11/04 43,000
Meeting for Holders of ADRs
1 TO RECEIVE THE REPORT OF THE DIRECTORS AND For For Mgmt
FINANCIAL STATEMENTS
2 TO APPROVE THE REMUNERATION REPORT For For Mgmt
3 TO RE-ELECT PETER BAMFORD AS A DIRECTOR For For Mgmt
4 TO RE-ELECT JULIAN HORN-SMITH AS A For For Mgmt
DIRECTOR
5 TO RE-ELECT SIR DAVID SCHOLEY AS A For For Mgmt
DIRECTOR (MEMBER OF THE NOMINATIONS AND
GOVERNANCE AND AUDIT COMMITTEE)
6 TO ELECT LUC VANDEVELDE AS A DIRECTOR For For Mgmt
(MEMBER OF THE REMUNERATION COMMITTEE)
7 TO APPROVE A FINAL DIVIDEND OF 1.07800 For For Mgmt
PENCE PER ORDINARY SHARE
8 Ratify Auditors For For Mgmt
9 TO AUTHORIZE THE AUDIT COMMITTEE TO For For Mgmt
DETERMINE THE AUDITORS REMUNERATION
10 TO AUTHORIZE DONATIONS UNDER THE POLITICAL For For Mgmt
PARTIES, ELECTIONS AND REFERENDUMS ACT
2000
11 TO RENEW AUTHORITY TO ALLOT SHARES UNDER For For Mgmt
ARTICLE 16.2 OF THE COMPANY S ARTICLES OF
ASSOCIATION
12 TO RENEW AUTHORITY TO DISAPPLY PRE-EMPTION For For Mgmt
RIGHTS UNDER ARTICLE 16.3 OF THE COMPANY S
ARTICLES OF ASSOCIATION+
13 TO AUTHORIZE THE COMPANY S PURCHASE OF ITS For For Mgmt
OWN SHARES+
14 TO AUTHORIZE THE COMPANY S PURCHASE OF ITS For For Mgmt
OWN SHARES PURSUANT TO CONTINGENT PURCHASE
CONTRACTS AND OFF-MARKET PURCHASES+
10/28/04 - S Wachovia Corp. *WB* 929903102 08/20/04 54,900
1 Approve Merger Agreement For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 7
Vote Summary Report
July 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
05/10/05 - A 3M CO *MMM* 88579Y101 03/11/05 7,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
Plan's cost of 5.56% is within
allowable cap of 6.35%.
4 Eliminate Animal Testing Against Against ShrHoldr
5 Implement China Principles Against Against ShrHoldr
06/15/05 - A Abercrombie & Fitch Co. *ANF* 002896207 04/26/05 8,500
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For Against Mgmt
Plan's cost of 13.25% exceeds
allowable cap of 12.38%.
3 Ratify Auditors For For Mgmt
02/02/05 - A ACCENTURE LTD BERMUDA *ACN* G1150G111 12/06/04 18,100
1 Elect Directors For For Mgmt
2 APPROVAL OF BYE-LAW AMENDMENTS TO RELOCATE For For Mgmt
INTO THE BYE-LAWS EXISTING CONTRACTUAL
RESTRICTIONS APPLICABLE TO CLASS A COMMON
SHARES OF PARTNERS AND FORMER PARTNERS
BENEFICIALLY OWNED BY THEM PRIOR TO
ACCENTURE S INITIAL PUBLIC OFFERING.
3 Ratify Auditors For For Mgmt
04/28/05 - A Adobe Systems Inc. *ADBE* 00724F101 03/01/05 12,100
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
Plan's cost of 9.15% is within
allowable cap of 12.52%.
3 Amend Non-Employee Director Stock Option Plan For For Mgmt
Plan's cost of 7.66% is within
allowable cap of 12.52%.
4 Expense Stock Options Against For ShrHoldr
5 Review/Limit Executive Compensation Against Against ShrHoldr
6 Ratify Auditors For For Mgmt
04/29/05 - A Aetna Inc. *AET* 00817Y108 02/25/05 16,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Stock Option Plan For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 8
Vote Summary Report
July 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
tax benefit
4 Amend Executive Incentive Bonus Plan For For Mgmt
Executive officers will receive cash.
5 Restore or Provide for Cumulative Voting Against Against ShrHoldr
6 Expense Stock Options Against For ShrHoldr
05/02/05 - A AFLAC Incorporated *AFL* 001055102 02/23/05 34,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/28/05 - A Altria Group, Inc. *MO* 02209S103 03/07/05 71,500
1 Elect Directors For For Mgmt
1.1 Elect Director Elizabeth E. Bailey --- For
1.2 Elect Director Harold Brown --- For
1.3 Elect Director Mathis Cabiallavetta --- For
1.4 Elect Director Louis C. Camilleri --- For
1.5 Elect Director J. Dudley Fishburn --- For
1.6 Elect Director Robert E. R. Huntley --- For
1.7 Elect Director Thomas W. Jones --- For
Thomas W. Jones attended fewer than 75% of
meetings. no previous attendance issue
1.8 Elect Director George Munoz --- For
1.9 Elect Director Lucio A. Noto --- For
1.10 Elect Director John S. Reed --- For
1.11 Elect Director Carlos Slim Helu --- For
1.12 Elect Director Stephen M. Wolf --- For
2 Approve Omnibus Stock Plan For For Mgmt
Plan's cost of 3.01% is within allowable cap
of 5.00%.
3 Amend Non-Employee Director Stock Option Plan For For Mgmt
Plan's cost of 1.03% is within allowable cap
of 5.00%.
4 Ratify Auditors For For Mgmt
5 Eliminate Animal Testing Against Against ShrHoldr
6 Product Warnings for Pregnant Women Against Against ShrHoldr
7 Cease Use of Light and Ultra Light in Cigarette
Marketing Against Against ShrHoldr
8 Apply Fire Safety Standards for Cigarettes Against Against ShrHoldr
06/15/05 - A American Eagle Outfitters, Inc. *AEOS* 02553E106 04/22/05 17,000
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 9
Vote Summary Report
July 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
Plan's cost of 10.98% is within allowable
cap of 12.37%.
05/19/05 - A American Financial Group, Inc. *AFG* 025932104 03/31/05 33,400
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
Plan's cost of 6.74% is within allowable
cap of 7.11%.
3 Ratify Auditors For For Mgmt
05/05/05 - A Apache Corp. *APA* 037411105 03/16/05 16,700
1 Elect Directors For For Mgmt
2 Approve Stock Option Plan For For Mgmt
Plan's cost of 3.04% is within allowable cap
of 5.65%.
3 Approve Omnibus Stock Plan For For Mgmt
Plan's cost of 3.26% is within allowable cap
of 5.65%.
4 Require a Majority Vote for the Election of Against For ShrHoldr
Directors
5 Prohibit Auditor from Providing Non-Audit Against Against ShrHoldr
Services company complies with SOX
05/18/05 - A Astoria Financial Corp. *AF* 046265104 03/25/05 15,150
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
Plan's cost of 7.25% is within allowable cap
of 7.66%.
3 Ratify Auditors For For Mgmt
06/30/05 - A AT&T Corp. *T* 001957505 05/27/05 42,100
1 Approve Merger Agreement For For Mgmt
2 Adjourn Meeting For Against Mgmt
3 Elect Directors For For Mgmt
4 Ratify Auditors For For Mgmt
5 Limit Awards to Executives Against Against ShrHoldr
6 Performance- Based/Indexed Options Against Against ShrHoldr
company uses performance based criteria
7 Report on Executive Compensation Against Against ShrHoldr
8 Redeem or Vote Poison Pill Against For ShrHoldr
9 Review Executive Compensation Against Against ShrHoldr
not specific enough, need moe guidelines to
refer to shareholders
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 10
Vote Summary Report
July 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
10 Submit Severance Agreement (Change-in-Control) Against For ShrHoldr
to Shareholder Vote
06/23/05 - A Autodesk, Inc. *ADSK* 052769106 05/02/05 13,900
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For Against Mgmt
Plan's cost of 18.79% exceeds allowable cap
of 12.58%.
3 Approve Increase in Common Stock and a Stock For For Mgmt
Split
Passes Mellon calculations.
4 Approve Executive Incentive Bonus Plan For For Mgmt
Key employees will receive cash.
5 Ratify Auditors For For Mgmt
04/28/05 - A Baker Hughes Incorporated *BHI* 057224107 02/25/05 21,100
1 Elect Directors For For Mgmt
1.1 Elect Director Larry D. Brady --- For
1.2 Elect Director Clarence P. Cazalot, Jr. --- For
Clarence P. Cazalot, Jr. attended fewer than
75% of meetings. no previous attendance
issue
1.3 Elect Director Anthony G. Fernandes --- For
1.4 Elect Director J. Larry Nichols --- For
J. Larry Nichols attended fewer than 75%
of meetings. no previous attendance issue
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors For For Mgmt
4 Act on Shareholder Resolutions that Receive Against Against ShrHoldr
Majority Support
board has been responsive
04/27/05 - A Bank of America Corp. *BAC* 060505104 03/04/05 118,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Political Contributions Against Against ShrHoldr
4 Director Nominee Amendment Against Against ShrHoldr
not approp mechanism
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 11
Vote Summary Report
July 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
04/29/05 - A BANK OF HAWAII CORP *BOH* 062540109 02/28/05 10,200
1 Elect Directors For For Mgmt
2 Amend Non-Employee Director Omnibus Stock Plan For For Mgmt
Plan's cost of 5.39% is within / exceeds
allowable cap of 7.56%.
3 Ratify Auditors For For Mgmt
04/26/05 - A Bausch & Lomb Inc. *BOL* 071707103 03/01/05 11,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3A Declassify the Board of Directors For For Mgmt
3B Reduce Supermajority Vote Requirement For For Mgmt
3C Authorize Board to Fill Vacancies For For Mgmt
administrative
3D Remove Supermajority Vote Requirement for For For Mgmt
Removal of Directors
3E Remove Supermajority Vote Requirement for For For Mgmt
Amendments
04/25/05 - A Bellsouth Corp. *BLS* 079860102 03/07/05 71,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Political Contributions Against Against ShrHoldr
04/20/05 - A Burlington Northern Santa Fe Corp. *BNI* 12189T104 02/22/05 16,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/26/05 - A Cendant Corporation *CD* 151313103 02/28/05 28,400
1 Elect Directors For For Mgmt
1.1 Elect Director Myra J. Biblowit --- For
Disconnect between pay and performance.
company has taken measures to rectify issue
1.2 Elect Director Leonard S. Coleman --- For
1.3 Elect Director Cheryl D. Mills --- For
1.4 Elect Director Brian Mulroney --- For
1.5 Elect Director Robert E. Nederlander --- For
1.6 Elect Director Ronald L. Nelson --- For
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 12
Vote Summary Report
July 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
1.7 Elect Director Robert W. Pittman --- For
1.8 Elect Director Pauline D. E. Richards --- For
1.9 Elect Director Sheli Z. Rosenburg --- For
Disconnect between pay and performance.
1.10 Elect Director Robert F. Smith --- For
Disconnect between pay and performance.
2 Ratify Auditors For For Mgmt
3 Approve Outside Director Stock Awards/Options For For Mgmt
in Lieu of Cash
4 Approve Qualified Employee Stock Purchase Plan For For Mgmt
All employees can purchase shares at 85% of
F.M.V.
5 Report on Pay Disparity Against Against ShrHoldr
6 Eliminate or Restrict Severance Agreements Against For ShrHoldr
(Change-in-Control)
05/12/05 - A CenturyTel, Inc. *CTL* 156700106 03/22/05 19,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
Plan's cost of 3.84% is within allowable
cap of 8.61%.
4 Approve Non-Employee Director Omnibus Stock For For Mgmt
Plan
Plan's cost of 2.24% is within allowable
cap of 8.61%.
5 Approve Executive Incentive Bonus Plan For For Mgmt
Executive officers will receive cash
and/or stock.
04/27/05 - A CHEVRON CORP *CVX* 166764100 03/01/05 76,376
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
4 Submit Severance Agreement (Change-in-Control) Against For ShrHoldr
to Shareholder Vote
5 Expense Stock Options Against For ShrHoldr
6 Eliminate Animal Testing Against Against ShrHoldr
7 Report on Drilling in Protected Areas Against Against ShrHoldr
8 Report on Remediation Programs in Ecuador Against Against ShrHoldr
06/21/05 - A Chico *CHS* 168615102 04/25/05 17,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 13
Vote Summary Report
July 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
04/23/05 - A Cincinnati Financial Corp. *CINF* 172062101 02/25/05 18,515
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Increase Authorized Common Stock For For Mgmt
Passes Mellon calculations.
4 Approve Stock Option Plan For For Mgmt
Plan's cost of 3.25% is within allowable
cap of 6.19%.
5 Approve Outside Director Stock Awards/Options For For Mgmt
in Lieu of Cash
05/11/05 - A CIT Group Inc *CIT* 125581108 03/25/05 15,500
1 Elect Directors For For Mgmt
1.1 Elect Director Jeffrey M. Peek --- For
1.2 Elect Director Gary C. Butler --- For
Gary C. Butler attended fewer than 75% of
meetings. no previous attendance issue
1.3 Elect Director William A. Farlinger --- For
1.4 Elect Director William M. Freeman --- For
1.5 Elect Director Hon. Thomas H. Kean --- For
1.6 Elect Director Marianne Miller Parrs --- For
1.7 Elect Director Timothy M. Ring --- For
1.8 Elect Director John R. Ryan --- For
1.9 Elect Director Peter J. Tobin --- For
1.10 Elect Director Lois M. Van Deusen --- For
2 Ratify Auditors For For Mgmt
3 Other Business For Against Mgmt
04/19/05 - A Citigroup Inc. *C* 172967101 02/25/05 156,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
Plan's cost of 7.06% is within allowable cap
of 9.98%.
4 Limit/Prohibit Awards to Executives Against Against ShrHoldr
5 Report on Political Contributions Against Against ShrHoldr
6 Prohibit Chairman From Management Duties, Against Against ShrHoldr
Titles or Responsibilities
CG provides approp balance
7 Limit Executive Compensation Against Against ShrHoldr
8 Require a Majority Vote for the Election of Against For ShrHoldr
Directors
9 Review/Limit Executive Compensation Against Against ShrHoldr
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 14
Vote Summary Report
July 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
10 Adopt Simple Majority Vote Against For ShrHoldr
benefit to shareholder
06/28/05 - A Claire *CLE* 179584107 05/02/05 20,800
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
Plan's cost of 8.97% is within allowable cap
of 12.41%.
3 Adopt MacBride Principles Against Against ShrHoldr
04/26/05 - A Clear Channel Communications, Inc. *CCU* 184502102 03/11/05 14,500
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus Plan For For Mgmt
Executive officers and key employees will
receive cash and other property.
3 Ratify Auditors For For Mgmt
06/01/05 - A Comcast Corp. *CMCSA* 20030N101 03/24/05 21,036
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Restricted Stock Plan For For Mgmt
Plan's cost of 3.64% is within allowable cap
of 5.91%.
4 Report on Political Contributions Against Against ShrHoldr
5 Separate Chairman and CEO Positions Against Against ShrHoldr
corp. gove is adequate
6 Submit Shareholder Rights Plan (Poison Pill) to Against For ShrHoldr
Shareholder Vote
7 Approve Recapitalization Plan Against For ShrHoldr
05/05/05 - A ConocoPhillips *COP* 20825C104 03/10/05 31,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
4 Require a Majority Vote for the Election of Against For ShrHoldr
Directors
05/16/05 - A Consolidated Edison, Inc. *ED* 209115104 03/28/05 21,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 15
Vote Summary Report
July 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
3 Report on Executive Compensation Against Against ShrHoldr
04/19/05 - A Convergys Corp. *CVG* 212485106 02/28/05 27,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/26/05 - A COOPER INDUSTRIES LTD *CBE* G24182100 03/01/05 10,800
Meeting for Holders of ADR's
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 SHAREHOLDER PROPOSAL REQUESTING COOPER TO Against Against ShrHoldr
IMPLEMENT A CODE OF CONDUCT BASED ON
INTERNATIONAL LABOR ORGANIZATION HUMAN RIGHTS
STANDARDS.
06/15/05 - A Countrywide Financial Corp. *CFC* 222372104 04/20/05 27,200
1 Elect Directors For For Mgmt
2 Amend Executive Incentive Bonus Plan For For Mgmt
Executive officers will receive cash.
3 Ratify Auditors For For Mgmt
05/19/05 - A Coventry Health Care Inc. *CVH* 222862104 03/21/05 7,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/26/05 - A Deutsche Telekom AG 251566105 03/09/05 110,400
Meeting for Holders of ADR's
1 APPROVAL OF THE RESOLUTION ON THE APPROPRIATION For For Mgmt
OF NET INCOME.
2 APPROVAL OF ACTIONS BY THE BOARD OF MANAGEMENT For For Mgmt
FOR THE FINANCIAL YEAR 2004.
3 APPROVAL OF ACTIONS BY THE SUPERVISORY BOARD For For Mgmt
FOR THE FINANCIAL YEAR 2004.
4 Ratify Auditors For For Mgmt
5 APPROVAL OF THE RESOLUTION AUTHORIZING THE For For Mgmt
COMPANY TO PURCHASE AND USE ITS OWN SHARES.
6 APPROVAL OF THE RESOLUTION ON THE ELECTION OF For For Mgmt
STATE SECRETARY VOLKER HALSCH
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 16
Vote Summary Report
July 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
HALSCH AS MEMBER OF THE SUPERVISORY BOARD.
7 APPROVAL OF THE RESOLUTION ON THE ELECTION OF For For Mgmt
DR. WOLFGANG REITZLE AS MEMBER OF THE
SUPERVISORY BOARD.
8 APPROVAL OF THE RESOLUTION ON THE AUTHORIZATION For For Mgmt
TO ISSUE CONVERTIBLE BONDS AND/OR BONDS WITH
WARRANTS.
9 APPROVAL OF THE RESOLUTION ON THE CONTROL For For Mgmt
AGREEMENT WITH MAGYARCOM HOLDING GMBH.
10 APPROVAL OF THE RESOLUTION ON THE CONTROL For For Mgmt
AGREEMENT WITH DETEFLEET SERVICES GMBH.
11 APPROVAL OF THE RESOLUTION ON THE CONTROL For For Mgmt
AGREEMENT WITH DFMG HOLDING GMBH.
12 APPROVAL OF THE RESOLUTION ON CONTROL For For Mgmt
AGREEMENT WITH DE TELMMOBILIEN, DEUTSCHE
TELEKOM IMMOBILIEN UND SERVICE GMBH.
13 APPROVAL OF THE RESOLUTION ON CONTROL AGREEMENT For For Mgmt
WITH DE TE ASSEKURANZ - DEUTSCHE TELEKOM
ASSEKURANZVERMITTLUNGSGESELLSCHAFT MBH.
14 APPROVAL OF THE RESOLUTION ON THE CONTROL For For Mgmt
AGREEMENT WITH T-PUNKT VERTRIEBSGESELLSCHAFT
MBH.
15 APPROVAL OF THE RESOLUTION ON THE CONTROL For For Mgmt
AGREEMENT WITH DEUTSCHE TELEKOM TRAINING GMBH.
16 APPROVAL OF THE RESOLUTION ON THE CONTROL For For Mgmt
AGREEMENT WITH T-SYSTEMS INTERNATIONAL GMBH.
17 APPROVAL OF THE RESOLUTION ON THE CONTROL For For Mgmt
AGREEMENT WITH DETEMEDIEN DEUTSCHE TELEKOM
MEDIEN GMBH.
18 APPROVAL OF THE RESOLUTION ON THE CONTROL For For Mgmt
AGREEMENT WITH CARMEN TELEKOMMUNIKATIONSDIENSTE
GMBH.
19 APPROVAL OF THE RESOLUTION ON THE CONTROL For For Mgmt
AGREEMENT WITH NORMA TELEKOMMUNIKATIONSDIANSTE
GMBH.
05/26/05 - A Duquesne Light Holdings Inc *DQE* 266233105 03/10/05 42,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 17
Vote Summary Report
July 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
04/27/05 - A ENDURANCE SPECIALTY HOLDINGS *ENH* G30397106 02/18/05 23,500
Meeting for Holders of ADR's
1 Elect Directors For For Mgmt
2 TO APPROVE THE COMPANY S AMENDED AND For For Mgmt
RESTATE BYE-LAWS.
3 TO INCREASE THE CURRENT SIZE OF THE For For Mgmt
COMPANY S BOARD OF DIRECTORS FOR TWELVE
(12) TO FIFTEEN (15).
4 TO ADOPT THE COMPANY S AMENDED AND For For Mgmt
RESTATED 2003 NON-EMPLOYEE DIRECTOR EQUITY
INCENTIVE PLAN.
5 Ratify Auditors For For Mgmt
05/05/05 - A Engelhard Corp. *EC* 292845104 03/15/05 29,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/13/05 - A Entergy Corp. *ETR* 29364G103 03/16/05 20,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Require the Chairman of the Board Be an Against Against ShrHoldr
Independent Director
4 Require a Majority Vote for the Election Against For ShrHoldr
of Directors
05/25/05 - A Exxon Mobil Corp. *XOM* 30231G102 04/06/05 150,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Political Contributions/Activities Against Against ShrHoldr
4 Review/Limit Executive Compensation Against Against ShrHoldr
5 Nominate Independent Directors with Industry Against Against ShrHoldr
Experience
board is majority independent
6 Report on Payments to Indonesian Military Against Against ShrHoldr
7 Adopt Policy Prohibiting Discrimination based Against Against ShrHoldr
on Sexual Orientation
companies complies w/laws & regs, no issues
8 Report on Potential Damage of Drilling in Against Against ShrHoldr
Protected Regions
9 Disclose Information Supporting the Against Against ShrHoldr
Company Position on Climate Change
10 Report on Company Policies for Compliance
with the Kyoto Protocol Against Against ShrHoldr
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 18
Vote Summary Report
July 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
05/11/05 - A First Data Corp. *FDC* 319963104 03/14/05 13,000
1 Elect Directors For For Mgmt
2 Amend Qualified Employee Stock Purchase Plan For For Mgmt
All employees can purchase shares at 85% of
F.M.V.
3 Amend Executive Incentive Bonus Plan For For Mgmt
Executive officers will receive cash.
4 Ratify Auditors For For Mgmt
5 Report on Outsourcing Against Against ShrHoldr
6 Amend Director/Officer Liability/ Against Against ShrHoldr
Indemnifications Provisions
puts company at unfair disadvantage
04/19/05 - A First Horizon National Corp *FHN* 320517105 02/25/05 19,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/27/05 - A Fresh Del Monte Produce Inc. *FDP* G36738105 03/03/05 24,500
Meeting for Holders of ADR's
1 Elect Directors For For Mgmt
2 APPROVAL OF THE COMPANY S FINANCIAL STATEMENTS For For Mgmt
FOR THE 2004 FISCAL YEAR ENDED DECEMBER
31, 2005.
3 APPROVAL OF ERNST & YOUNG AS INDEPENDENT For For Mgmt
AUDITORS FOR THE 2005 FISCAL YEAR ENDING
DECEMBER 30, 2005.
4 APPROVAL OF THE SECOND AMENDMENT TO THE COMPANY For For Mgmt
S 1999 SHARE INCENTIVE PLAN.
5 APPROVAL OF THE THIRD AMENDMENT TO THE COMPANY For For Mgmt
S 1999 SHARE INCENTIVE PLAN.
6 APPROVAL OF THE FOURTH AMENDMENT TO THE COMPANY For For Mgmt
S 1999 SHARE INCENTIVE PLAN.
7 APPROVAL OF THE FIFTH AMENDMENT TO THE COMPANY For For Mgmt
S 1999 SHARE INCENTIVE PLAN.
8 APPROVAL OF THE COMPANY S FINAL DIVIDEND For For Mgmt
PAYMENT FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2004 OF US$0.20 PER ORDINARY SHARE
TO REGISTERED MEMBERS OF THE COMPANY ON MAY 11,
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 19
Vote Summary Report
July 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
2005 TO BE PAID ON JUNE 7, 2005.
05/04/05 - A General Dynamics Corp. *GD* 369550108 03/11/05 12,500
1 Elect Directors For For Mgmt
1.1 Elect Director Nicholas D. Chabraja --- For
Nicholas D. Chabraja was a director during
the past two years in which the board failed
to implement a majority supported
shareholder proposal. not effective way to
bring about change
1.2 Elect Director James S. Crown --- For
James S. Crown was a director during the
past two years in which the board failed
to implement a majority supported
shareholder proposal. not effective way to
bring about change
1.3 Elect Director Lester Crown --- For
Lester Crown was a director during the
past two years in which the board failed
to implement a majority supported
shareholder proposal. not effective way to
bring about change
1.4 Elect Director William P. Fricks --- For
William P. Fricks was a director during
the past two years in which the board
failed to implement a majority supported
shareholder proposal. not effective way to
bring about change
1.5 Elect Director Charles H. Goodman --- For
Charles H. Goodman was a director during
the past two years in which the board
failed to implement a majority supported
shareholder proposal. not effective way to
bring about change
1.6 Elect Director Jay L. Johnson --- For
Jay L. Johnson was a director during
the past two years in which the board
failed to implement a majority supported
shareholder proposal. not effective way to
bring about change
1.7 Elect Director George A. Joulwan --- For
George A. Joulwan was a director during
the past two years in which the board
failed to implement a majority supported
shareholder proposal. not effective way to
bring about change
1.8 Elect Director Paul G. Kaminski --- For
Paul G. Kaminski was a director during the
past two years in which the board failed
to implement a majority supported
shareholder proposal.
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 20
Vote Summary Report
July 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
1.9 Elect Director John M. Keane --- For
John M. Keane was a director during the
past two years in which the board failed
to implement a majority supported
shareholder proposal.
1.10 Elect Director Lester L. Lyles --- For
Lester L. Lyles was a director during the
past two years in which the board failed
to implement a majority supported
shareholder proposal.
1.11 Elect Director Carl E. Mundy, Jr --- For
Carl E. Mundy, Jr was a director during
the past two years in which the board
failed to implement a majority supported
shareholder proposal.
1.12 Elect Director Robert Walmsley --- For
Robert Walmsley was a director during the
past two years in which the board failed
to implement a majority supported
shareholder proposal.
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against For ShrHoldr
4 Report on Foreign Weapons Sales Against Against ShrHoldr
05/19/05 - A Genworth Finl Inc *GNW* 37247D106 03/21/05 23,300
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
adds perfor criteria, tax benefit
3 Ratify Auditors For For Mgmt
04/22/05 - A Graco Inc. *GGG* 384109104 02/22/05 23,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/26/05 - A Home Depot, Inc. (The) *HD* 437076102 03/28/05 65,500
1 Elect Directors For Split Mgmt
1.1 Elect Director Gregory D. Brenneman --- For
1.2 Elect Director Richard H. Brown --- For
1.3 Elect Director John L. Clendenin --- For
1.4 Elect Director Berry R. Cox --- For
1.5 Elect Director Claudio X. Gonzalez --- Withhold
Claudio X. Gonzalez sits on more than six
boards. overboarded
1.6 Elect Director Milledge A. Hart, III --- For
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 21
Vote Summary Report
July 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
1.7 Elect Director Bonnie G. Hill --- For
1.8 Elect Director Laban P. Jackson, Jr. --- For
1.9 Elect Director Lawrence R. Johnston --- For
1.10 Elect Director Kenneth G. Langone --- For
1.11 Elect Director Robert L. Nardelli --- For
1.12 Elect Director Thomas J. Ridge --- For
2 Ratify Auditors For For Mgmt
3 Amend Nomination Procedures for the Board For Against Mgmt
5 months adv. not approp
4 Approve Omnibus Stock Plan For For Mgmt
Plan's cost of 5.91% is within allowable cap
of 6.93%.
5 Prepare Diversity Report Against Against ShrHoldr
6 Require a Majority Vote for the Election of Against For ShrHoldr
Directors
7 Limit Executive Compensation Against Against ShrHoldr
8 Submit Severance Agreement (Change-in-Control) Against For ShrHoldr
to Shareholder Vote
9 Performance- Based/Indexed Options Against Against ShrHoldr
company uses perf. criteria
10 Performance- Based/Indexed Options Against Against ShrHoldr
company uses perf. criteria
11 Affirm Political Nonpartisanship Against Against ShrHoldr
04/26/05 - A Humana Inc. *HUM* 444859102 03/07/05 21,700
1 Elect Directors For For Mgmt
05/18/05 - A Intel Corp. *INTC* 458140100 03/21/05 21,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
Plan's cost of 9.16% is within allowable cap
of 12.17%.
4 Amend Executive Incentive Bonus Plan For For Mgmt
Executive officers will receive cash.
04/26/05 - A International Business Machines Corp. *IBM* 459200101 02/25/05 4,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Restore or Provide for Cumulative Voting Against Against ShrHoldr
4 Eliminate Age Discrimination in Retirement Against Against ShrHoldr
Benefits
5 Calculate Executive Salary Without Regard to Against Against ShrHoldr
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 22
Vote Summary Report
July 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
Pension Income
6 Expense Stock Options Against For ShrHoldr
7 Report on Executive Compensation Against Against ShrHoldr
8 Report on Outsourcing Against Against ShrHoldr
04/28/05 - Ipsco Inc. *IPS.* 462622101 03/15/05 14,400
A/S 1 Elect Michael Grandin, Juanita Hinshaw, Burton For For Mgmt
Joyce, Jack Michaels, Bernard Michel, Allan
Olson, Arthur Price, Richard Sim, David
Sutherland, Roger Tetrault, Gordon Thiessen,
Murray Wallace, John Zaozirny as Directors
2 Ratify Ernst & Young LLP as Auditors For For Mgmt
3 Amend Incentive Share Option Plan For For Mgmt
05/03/05 - A ITT Educational Services, Inc. *ESI* 45068B109 03/04/05 13,500
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For Against Mgmt
Fails Mellon calculations.
05/17/05 - A JPMorgan Chase & Co. *JPM* 46625H100 03/22/05 55,612
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
Plan's cost of 12.49% is within allowable cap
of 12.54%.
4 Establish Term Limits for Directors Against Against ShrHoldr
arbitrary
5 Separate Chairman and CEO Positions Against Against ShrHoldr
Corp Gov provides balance
6 Limit Executive Compensation Against Against ShrHoldr
7 Adopt Executive Benefit Policy Against Against ShrHoldr
04/26/05 - A Kraft Foods Inc *KFT* 50075N104 03/02/05 18,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For Against Mgmt
Plan's cost of 8.26% exceeds allowable cap of
5.21%.
4 Report on Genetically Modified Organisms (GMO) Against Against ShrHoldr
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 23
Vote Summary Report
July 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
04/28/05 - A Lexmark International, Inc. *LXK* 529771107 03/04/05 5,900
1 Elect Directors For For Mgmt
2 Approve Non-Employee Director Omnibus Stock Plan For For Mgmt
Plan's cost of 9.10% is within allowable cap
of 12.48%.
3 Ratify Auditors For For Mgmt
05/12/05 - A Lincoln National Corp. *LNC* 534187109 03/07/05 27,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
Plan's cost of 4.74% is within allowable cap
of 5.38%.
05/03/05 - A Magna International Inc. *MG.SV.A* 559222401 03/21/05 11,000
Meeting For Holders of Both Class A Subordinate
Voting Shares and Class B shares
1 Elect Directors For With- Mgmt
hold
2 Approve Ernst & Young LLP as Auditors and For For Mgmt
Authorize the Audit Committee to Fix Their
Remuneration
04/26/05 - A Manpower Inc. *MAN* 56418H100 02/15/05 13,200
1 Elect Directors For For Mgmt
2 Amend Qualified Employee Stock Purchase Plan For For Mgmt
All employees can purchase shares at 85% of
F.M.V.
3 Amend Omnibus Stock Plan For For Mgmt
Plan's cost of 2.34% is within allowable cap
of 7.30%.
04/26/05 - A Marshall & Ilsley Corp. *MI* 571834100 03/01/05 26,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/28/05 - A Marvel Enterprises, Inc. *MVL* 57383M108 03/15/05 27,500
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
Plan's cost of 16.03% is within allowable cap
of 17.32%.
3 Approve Executive Incentive Bonus Plan For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 24
Vote Summary Report
July 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
Executive officers will receive cash or stock.
4 Ratify Auditors For For Mgmt
05/19/05 - A Mattel, Inc. *MAT* 577081102 03/23/05 33,900
1 Elect Directors For For Mgmt
2 Ratify Auditor For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
Plan's cost of 5.91% is within allowable cap
of 11.31%.
4 Submit Severance Agreement (Change-in-Control) Against For ShrHoldr
to Shareholder Vote
5 Workplace Code of Conduct Against Against ShrHoldr
05/11/05 - A McDonald's Corp. *MCD* 580135101 03/14/05 67,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Genetically Modified Organisms Against Against ShrHoldr
04/26/05 - A Merck & Co., Inc. *MRK* 589331107 02/25/05 21,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Prohibit Awards to Executives Against Against ShrHoldr
4 Limit Executive Compensation Against Against ShrHoldr
5 Eliminate Animal Testing Against Against ShrHoldr
6 Separate Chairman and CEO Positions Against Against ShrHoldr
CG is adequate
7 Report on Product Availability in Canada Against Against ShrHoldr
8 Report on Political Contributions Against Against ShrHoldr
9 Report on Operational Impact of HIV/AIDS, TB, Against Against ShrHoldr
and Malaria Pandemic
04/22/05 - A Merrill Lynch & Co., Inc. *MER* 590188108 02/22/05 43,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Non-Employee Director Restricted Stock For Against Mgmt
Plan
Plan's cost of 24.03% exceeds allowable
cap of 12.53%
4 Provide for Cumulative Voting Against Against ShrHoldr
5 Limit Executive Compensation Against Against ShrHoldr
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 25
Vote Summary Report
July 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
04/26/05 - A Metlife, Inc *MET* 59156R108 03/01/05 30,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Establish Other Board Committee Against Against ShrHoldr
oversight policy in place, unnecessary
03/15/05 - A Morgan Stanley *MWD* 617446448 01/14/05 20,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors For For Mgmt
4 Limit Executive Compensation Against Against ShrHoldr
arbitrary salary limts
04/07/05 - A Nokia Corp. 654902204 02/02/05 57,000
Meeting for Holders of ADRs
2 APPROVAL OF THE INCOME STATEMENTS AND THE For For Mgmt
BALANCE SHEET.
3 APPROVAL OF A PROPOSAL TO THE ANNUAL GENERAL For For Mgmt
MEETING OF A DIVIDEND OF EUR 0.33 PER SHARE.
4 DISCHARGE OF THE CHAIRMAN, THE MEMBERS OF THE For For Mgmt
BOARD OF DIRECTORS, AND THE PRESIDENT, FROM
LIABILITY.
6 PROPOSAL ON THE COMPOSITION OF THE BOARD AS For For Mgmt
PROPOSED BY THE CORPORATE GOVERNANCE AND
NOMINATION COMMITTEE.
7 Elect Directors For For Mgmt
8 APPROVAL OF THE REMUNERATION TO BE PAID TO THE For For Mgmt
AUDITOR.
9 APPROVAL OF THE RE-ELECTION OF For For Mgmt
PRICEWATERHOUSECOOPERS OY AS THE AUDITORS FOR
FISCAL YEAR 2005.
10 APPROVAL OF THE PROPOSAL TO GRANT STOCK OPTIONS For For Mgmt
TO SELECTED PERSONNEL OF THE COMPANY.
11 APPROVAL OF THE PROPOSAL OF THE BOARD TO REDUCE For For Mgmt
THE SHARE CAPITAL THROUGH CANCELLATION OF NOKIA
SHARES HELD BY COMPANY.
12 AUTHORIZATION TO THE BOARD TO INCREASE THE For For Mgmt
SHARE CAPITAL OF THE COMPANY.
13 AUTHORIZATION TO THE BOARD TO REPURCHASE NOKIA For For Mgmt
SHARES.
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 26
Vote Summary Report
July 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
14 AUTHORIZATION TO THE BOARD TO DISPOSE NOKIA For For Mgmt
SHARES HELD BY THE COMPANY.
15 MARK THE FOR BOX IF YOU WISH TO INSTRUCT For Against Mgmt
NOKIA S LEGAL COUNSELS TO VOTE IN THEIR
DISCRETION ON YOUR BEHALF ONLY UPON ITEM 15.
05/03/05 - A North Fork Bancorporation, Inc. *NFB* 659424105 03/04/05 44,500
1 Elect Directors For For Mgmt
2 Increase Authorized Common Stock For For Mgmt
Passes Mellon calculations.
3 Ratify Auditors For For Mgmt
05/04/05 - A NVR, Inc. *NVR* 62944T105 03/01/05 1,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Stock Option Plan For Against Mgmt
Plan's cost of 38.60% exceeds allowable
cap of 12.22%.
05/06/05 - A Occidental Petroleum Corp. *OXY* 674599105 03/03/05 19,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
Plan's cost of 4.03% is within allowable cap
of 5.04%.
4 Proposal Regarding Board Sponsored Proposals Against Against ShrHoldr
5 Submit Severance Agreement (Change-in-Control) Against For ShrHoldr
to Shareholder Vote
04/26/05 - A Paccar Inc. *PCAR* 693718108 02/28/05 9,000
1 Elect Directors For For Mgmt
2 Declassify the Board of Directors Against For ShrHoldr
3 Amend Bylaws to Provide for Director Nominees Against For ShrHoldr
to be Elected by Majority Vote
need for more meaningful process
05/27/05 - A Phelps Dodge Corp. *PD* 717265102 04/07/05 10,900
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus Plan For For Mgmt
Senior Management Team will receive cash
and/or shares of
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 27
Vote Summary Report
July 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
restricted stock.
3 Increase Authorized Common Stock For For Mgmt
Passes Mellon calculations.
4 Ratify Auditors For For Mgmt
04/26/05 - A PNC Financial Services Group, Inc. *PNC* 693475105 02/28/05 16,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/22/05 - A PPL Corp. *PPL* 69351T106 02/28/05 24,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/11/05 - A Progress Energy, Inc. *PGN* 743263105 03/04/05 18,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/07/05 - A Prudential Financial Inc *PRU* 744320102 04/11/05 29,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors For For Mgmt
4 Approve Qualified Employee Stock Purchase Plan For For Mgmt
All employees can purchase shares at 85% of
F.M.V.
05/06/05 - A Reynolds American Inc *RAI* 761713106 03/08/05 5,000
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
Violates repricing guidelines. Plan's
cost of -----% is within / exceeds allowable
cap of -----%. tax benefit, reapprove
performance goals
3 Ratify Auditors For For Mgmt
4 Phase Out Sale of Conventional Cigarettes Against Against ShrHoldr
5 Adopt Policy on Internet Advertising Against Against ShrHoldr
6 Apply Fire Safety Standards for Cigarettes Against Against ShrHoldr
02/02/05 - A Rockwell Automation Inc *ROK* 773903109 12/06/04 21,500
1 Elect Directors For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 28
Vote Summary Report
July 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
2 Ratify Auditors For For Mgmt
02/15/05 - A Rockwell Collins, Inc. *COL* 774341101 12/17/04 20,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/29/05 - A SBC Communications Inc. *SBC* 78387G103 03/01/05 118,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Nonqualified Employee Stock Purchase For For Mgmt
Plan
Plan's cost of 1.02% is within allowable
cap of 5.00%.
4 Report on Political Contributions Against Against ShrHoldr
5 Report on Executive Compensation Against Against ShrHoldr
6 Performance- Based/Indexed Options Against Against ShrHoldr
company has est. performance measures
7 Adopt Simple Majority Vote Against For ShrHoldr
04/05/05 - A Sempra Energy *SRE* 816851109 02/18/05 25,800
1 Elect Directors For For Mgmt
1.1 Elect Director Richard A. Collato --- For
Richard A. Collato was a director during
the past two years in which the board
failed to implement a majority supported
shareholder proposal. need for add'l
disclosure
1.2 Elect Director Denise K. Fletcher --- For
1.3 Elect Director William C. Rusnack --- For
William C. Rusnack was a director during
the past two years in which the board
failed to implement a majority supported
shareholder proposal.
1.4 Elect Director William P. Rutledge --- For
William P. Rutledge was a director during
the past two years in which the board
failed to implement a majority supported
shareholder proposal.
2 Ratify Auditors For For Mgmt
3 Approve Option Expensing Against For ShrHoldr
4 Declassify the Board of Directors Against For ShrHoldr
5 Performance-Based/Indexed Options Against Against ShrHoldr
overly restrictive
6 Submit Shareholder Rights Plan (Poison Pill) Against For ShrHoldr
to Shareholder Vote
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 29
Vote Summary Report
July 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
05/25/05 - A Southern Company *SO* 842587107 03/28/05 47,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Political Contributions Against Against ShrHoldr
04/20/05 - A State Street Corp. (Boston) *STT* 857477103 02/25/05 12,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/27/05 - A Storage Technology Corp. *STK* 862111200 03/04/05 27,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Provide for Cumulative Voting Against Against ShrHoldr
4 Inclusion of Abstention Votes to the Total
Number of Votes Cast for a Proposal Against For ShrHoldr
04/19/05 - A SunTrust Banks, Inc. *STI* 867914103 02/25/05 10,794
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Management Incentive Plan For For Mgmt
Key employees and senior-level management
will receive cash or stock.
4 Approve Performance Unit Plan For For Mgmt
The five most highly compensated executive
officers will receive cash.
04/27/05 - A Textron Inc. *TXT* 883203101 03/04/05 5,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Separate Chairman and CEO Positions Against Against ShrHoldr
presiding diretor ok, cg adequate
4 Performance- Based/Indexed Options Against Against ShrHoldr
company has performance criteria
04/26/05 - A The Black & Decker Corp. *BDK* 091797100 02/22/05 7,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 30
Vote Summary Report
July 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
3 Amend Restricted Stock Plan For For Mgmt
Plan's cost of 8.50% is within allowable cap
of 9.38%.
4 Amend Executive Incentive Bonus Plan For For Mgmt
Executive officers will receive cash.
5 Performance- Based/Indexed Options Against Against ShrHoldr
company utilizes perf. criteria
6 Limit Executive Compensation Against Against ShrHoldr
04/26/05 - A The Chubb Corp. *CB* 171232101 03/07/05 14,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/12/05 - A The Dow Chemical Company *DOW* 260543103 03/14/05 44,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Persistent Bioaccumulative and Toxic Against Against ShrHoldr
Chemicals
04/06/05 - A The Goldman Sachs Group, Inc. *GS* 38141G104 02/07/05 22,800
1 Elect Directors For For Mgmt
2 Declassify the Board of Directors For For Mgmt
3 Ratify Auditors For For Mgmt
04/27/05 - A The McGraw-Hill Companies, Inc. *MHP* 580645109 03/08/05 11,800
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus Plan For For Mgmt
Key executives will receive cash and/or
stock awards.
3 Increase Authorized Common Stock For For Mgmt
Passes Mellon calculations.
4 Ratify Auditors For For Mgmt
5 Submit Shareholder Rights Plan (Poison Pill) to Against For ShrHoldr
Shareholder Vote
05/03/05 - A The St. Paul Travelers Companies, Inc. *STA* 792860108 03/11/05 35,091
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 31
Vote Summary Report
July 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
02/11/05 - A The Walt Disney Company *DIS* 254687106 12/17/04 82,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
Plan's cost of 3.85% is within allowable cap
of 10.60%.
4 Prohibit Greenmail Payments Against For ShrHoldr
5 Report on Vendor Standards in China Against Against ShrHoldr
05/17/05 - A Thermo Electron Corp. *TMO* 883556102 03/21/05 20,900
1 Elect Directors For For Mgmt
1.1 Elect Director John L. LaMattina --- For
1.2 Elect Director Michael E. Porter --- For
Michael E. Porter attended fewer than 75% of
meetings. no previous attendance issue
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
Plan's cost of 8.95% is within allowable cap
of 9.50%.
4 Require a Majority Vote for the Election of Against For ShrHoldr
Directors
05/20/05 - A Time Warner Inc *TWX* 887317105 03/24/05 123,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Pay Disparity Against Against ShrHoldr
05/10/05 - A Unilever N.V. 904784709 03/18/05 8,100
Meeting for Holders of ADR's
1 ADOPTION OF THE ANNUAL ACCOUNTS AND For For Mgmt
APPROPRIATION OF THE PROFIT FOR THE 2004
FINANCIAL YEAR.
2 DISCHARGE OF THE EXECUTIVE DIRECTORS. For Against Mgmt
3 DISCHARGE OF THE NON-EXECUTIVE DIRECTORS. For Against Mgmt
4 CORPORATE GOVERNANCE AND ALTERATIONS TO THE For For Mgmt
ARTICLES OF ASSOCIATION.
5 Elect Directors For For Mgmt
6 REMUNERATION OF DIRECTORS. For For Mgmt
7 NLG 0.10 CUMULATIVE PREFERENCE SHARES; For Against Mgmt
REDUCTION OF THE ISSUED CAPITAL BY
CANCELLATION.
8 Ratify Auditors For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 32
Vote Summary Report
July 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
9 DESIGNATION, OF THE BOARD OF DIRECTORS AS THE For For Mgmt
COMPANY BODY AUTHORIZED IN RESPECT OF THE ISSUE
OF SHARES IN THE COMPANY.
10 AUTHORIZATION, OF THE BOARD OF DIRECTORS TO For For Mgmt
PURCHASE SHARES IN THE COMPANY AND DEPOSITARY
RECEIPTS THEREFOR.
04/13/05 - A United Technologies Corp. *UTX* 913017109 02/15/05 6,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
Plan's cost of 4.92% is within allowable cap
of 5.80%.
4 Increase Disclosure of Executive Compensation Against Against ShrHoldr
5 Adopt Ethical Criteria for Military Contracts Against Against ShrHoldr
6 Limit Executive Compensation Against Against ShrHoldr
04/28/05 - A Valero Energy Corp. *VLO* 91913Y100 03/01/05 26,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For Against Mgmt
Plan's cost of 9.79% exceeds allowable cap
of 5.67%.
05/05/05 - A Verizon Communications *VZ* 92343V104 03/07/05 54,858
1 Elect Directors For For Mgmt
1.1 Elect Director James R. Barker --- For
1.2 Elect Director Richard L. Carrion --- For
1.3 Elect Director Robert W. Lane --- For
1.4 Elect Director Sandra O. Moose --- For
1.5 Elect Director Joseph Neubauer --- For
Joseph Neubauer attended fewer than 75% of
meetings. no previous attendance issues
1.6 Elect Director Thomas H. O' Brien --- For
1.7 Elect Director Hugh B. Price --- For
1.8 Elect Director Ivan G. Seidenberg --- For
1.9 Elect Director Walter V. Shipley --- For
1.10 Elect Director John R. Stafford --- For
1.11 Elect Director Robert D. Storey --- For
2 Ratify Auditors For For Mgmt
3 Provide for Cumulative Voting Against Against ShrHoldr
4 Require a Majority Vote for the Election of Against For ShrHoldr
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 33
Vote Summary Report
July 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
Directors
5 Require Majority of Independent Directors on Against Against ShrHoldr
Board
6 Separate Chairman and CEO Positions Against Against ShrHoldr
corporate gov. provides balance
7 Amend Director/Officer Against Against ShrHoldr
Liability/Indemnifications Provisions
too restrictive
8 Report on Political Contributions Against Against ShrHoldr
05/10/05 - A W. R. Berkley Corp. *BER* 084423102 03/24/05 19,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/19/05 - A Wachovia Corp. *WB* 929903102 02/16/05 27,200
1 Elect Directors For For Mgmt
1.1 Elect Director John D. Baker, II --- For
John D. Baker, II is a CEO who sits on three
or more boards. 4 boards
1.2 Elect Director Peter C. Browing --- For
1.3 Elect Director Donald M. James --- For
1.4 Elect Director Van L. Richey --- For
1.5 Elect Director G. Kennedy Thompson --- For
1.6 Elect Director John C. Whitaker, Jr. --- For
1.7 Elect Director Wallace D. Malone, Jr. --- For
1.8 Elect Director Robert J. Brown --- For
2 Ratify Auditors For For Mgmt
04/26/05 - A Wells Fargo & Company *WFC* 949746101 03/08/05 57,600
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
Plan's cost of 4.10% is within allowable cap
of 5.65%.
3 Ratify Auditors For For Mgmt
4 Adopt Policy on Payday Lenders Against Against ShrHoldr
unfairly restricts lending
5 Link Executive Compensation to Predatory Lending Against Against ShrHoldr
6 Performance- Based/Indexed Options Against Against ShrHoldr
company utilizes performance criteria
7 Limit Executive Compensation Against Against ShrHoldr
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 34
Vote Summary Report
July 01, 2004 - Jun 30, 2005
Equity Fund
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
8 Separate Chairman and CEO Positions Against For ShrHoldr
no lead director, CG could be improved
04/21/05 - A Weyerhaeuser Co. *WY* 962166104 02/25/05 13,700
1 Elect Directors For For Mgmt
1.1 Elect Director D. Michael Steuart --- For
1.2 Elect Director Martha R. Ingram --- For
Martha R. Ingram was a director during the
past two years in which the board failed to
implement a majority supported proposal.
need for specific director information
1.3 Elect Director John I. Kieckhefer --- For
John I. Kieckhefer was a director during
the past two years in which the board
failed to implement a majority supported
shareholder proposal.
1.4 Elect Director Arnold G. Langbo --- For
Arnold G. Langbo was a director during the
past two years in which the board failed
to implement a majority supported
shareholder proposal.
1.5 Elect Director Charles R. Williamson --- For
2 Expense Stock Options Against For ShrHoldr
3 Declassify the Board of Directors Against For ShrHoldr
4 Performance- Based/Indexed Options Against Against ShrHoldr
company uses some performance criteria
5 Report on Eliminating the Purchase of Timber Against Against ShrHoldr
from National Forests
6 Ratify Auditors For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 35
Equity Fund
MTG
ISSUER NAME TICKER CUSIP DATE MTG TYPE
- ---------------------------- ------ --------- -------- ---------------------------
Proposal For/Agnst
Type Voted? Vote Mgmt
-------- ------- ----- ---------
Abbott Laboratories ABT 002824100 4/22/05 Annual
1.01 Elect Roxanne S. Austin MGMT YES FOR FOR
1.02 Elect William M. Daley MGMT YES FOR FOR
1.03 Elect H. Laurance Fuller MGMT YES FOR FOR
1.04 Elect Richard A. Gonzalez MGMT YES FOR FOR
1.05 Elect Jack M. Greenberg MGMT YES FOR FOR
1.06 Elect Jeffrey M. Leiden MGMT YES FOR FOR
1.07 Elect David Owen MGMT YES FOR FOR
1.08 Elect Boone Powell Jr. MGMT YES FOR FOR
1.09 Elect Addison Barry Rand MGMT YES FOR FOR
1.10 Elect W. Ann Reynolds MGMT YES FOR FOR
1.11 Elect Roy S. Roberts MGMT YES FOR FOR
1.12 Elect William D. Smithburg MGMT YES FOR FOR
1.13 Elect John R. Walter MGMT YES FOR FOR
1.14 Elect Miles D. White MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.00 Restrict executive compensation SHLDR YES AGNST FOR
4.00 Award performance-based stock options SHLDR YES AGNST FOR
5.00 Review or promote animal welfare SHLDR YES AGNST FOR
6.00 Review political spending or lobbying SHLDR YES AGNST FOR
7.00 Review AIDS pandemic's impact on company SHLDR YES AGNST FOR
8.00 Independent board chairman SHLDR YES AGNST FOR
Accenture Ltd ACN G1150G111 2/2/05 Annual
1.01 Elect Joe W. Forehand MGMT YES FOR FOR
1.02 Elect Blythe J. McGarvie MGMT YES FOR FOR
1.03 Elect Mark Moody-Stuart MGMT YES FOR FOR
2.00 Approve non-technical bylaw amendments MGMT YES FOR FOR
3.00 Ratify selection of auditors MGMT YES FOR FOR
Air Products & Chemicals Inc APD 009158106 1/27/05 Annual
1.01 Elect Michael J. Donahue MGMT YES FOR FOR
1.02 Elect Ursula F. Fairbairn MGMT YES FOR FOR
1.03 Elect John P. Jones III MGMT YES FOR FOR
1.04 Elect Lawrence S. Smith MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
Alcoa Inc AA 013817101 4/22/05 Annual
1.01 Elect Joseph T. Gorman MGMT YES FOR FOR
1.02 Elect Klaus Kleinfeld MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
Altria Group Inc MO 02209S103 4/28/05 Annual
1.01 Elect Elizabeth E. Bailey MGMT YES FOR FOR
1.02 Elect Harold Brown MGMT YES FOR FOR
1.03 Elect Mathis Cabiallavetta MGMT YES FOR FOR
1.04 Elect Loius C. Camilleri MGMT YES FOR FOR
1.05 Elect Dudley Fishburn MGMT YES FOR FOR
1.06 Elect Robert E.R. Huntley MGMT YES FOR FOR
1.07 Elect Thomas W. Jones MGMT YES FOR FOR
1.08 Elect George Munoz MGMT YES FOR FOR
1.09 Elect Lucio A. Noto MGMT YES FOR FOR
1.10 Elect John S. Reed MGMT YES FOR FOR
1.11 Elect Carlos Slim Helu MGMT YES FOR FOR
1.12 Elect Stephen M. Wolf MGMT YES FOR FOR
2.00 Adopt the 2005 Performance Incentive Plan MGMT YES FOR FOR
3.00 Adopt the 2005 Stock Compensation Plan for
Non-Employee Directors MGMT YES FOR FOR
4.00 Ratify selection of auditors MGMT YES FOR FOR
5.00 Review or promote animal welfare SHLDR YES AGNST FOR
6.00 Review or reduce tobacco harm to health SHLDR YES AGNST FOR
7.00 Review or reduce tobacco harm to health SHLDR YES AGNST FOR
8.00 Review or reduce tobacco harm to health SHLDR YES AGNST FOR
American Express AXP 025816109 4/27/05 Annual
1.01 Elect Daniel F. Akerson MGMT YES FOR FOR
1.02 Elect Charlene Barshefsky MGMT YES FOR FOR
1.03 Elect William G. Bowen MGMT YES FOR FOR
1.04 Elect Ursula M. Burns MGMT YES FOR FOR
1.05 Elect Kenneth I. Chenault MGMT YES FOR FOR
1.06 Elect Peter R. Dolan MGMT YES FOR FOR
1.07 Elect Vernon E. Jordan Jr. MGMT YES FOR FOR
1.08 Elect Jan Leschly MGMT YES FOR FOR
1.09 Elect Richard A. McGinn MGMT YES FOR FOR
1.10 Elect Edward D. Miller MGMT YES FOR FOR
1.11 Elect Frank P. Popoff MGMT YES FOR FOR
1.12 Elect Robert D. Walter MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.00 Restrict executive compensation SHLDR YES AGNST FOR
4.00 Review political spending or lobbying SHLDR YES AGNST FOR
Amgen Inc AMGN 031162100 5/11/05 Annual
1.01 Elect David Baltimore MGMT YES FOR FOR
1.02 Elect Judith C. Pelham MGMT YES FOR FOR
1.03 Elect Kevin W. Sharer MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.01 Review or promote animal welfare SHLDR YES AGNST FOR
3.02 Link executive pay to social criteria SHLDR YES AGNST FOR
3.03 SP - Require option shares to be held SHLDR YES AGNST FOR
Analog Devices ADI 032654105 3/8/05 Annual
1.01 Elect John L. Doyle MGMT YES FOR FOR
1.02 Elect Christine King MGMT YES FOR FOR
1.03 Elect Ray Stata MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.00 Expense stock options SHLDR YES FOR AGNST
Bank of America Corp BAC 060505104 4/27/05 Annual
1.01 Elect William Barnet III MGMT YES FOR FOR
1.02 Elect Charles W. Coker MGMT YES FOR FOR
1.03 Elect John T. Collins MGMT YES FOR FOR
1.04 Elect Gary L. Countryman MGMT YES FOR FOR
1.05 Elect Paul Fulton MGMT YES FOR FOR
1.06 Elect Charles K. Gifford MGMT YES FOR FOR
1.07 Elect W. Steven Jones MGMT YES FOR FOR
1.08 Elect Kenneth D. Lewis MGMT YES FOR FOR
1.09 Elect Walter E. Massey MGMT YES FOR FOR
1.10 Elect Thomas J. May MGMT YES FOR FOR
1.11 Elect Patricia E. Mitchell MGMT YES FOR FOR
1.12 Elect Edward L. Romero MGMT YES FOR FOR
1.13 Elect Thomas M. Ryan MGMT YES FOR FOR
1.14 Elect O. Temple Sloan Jr. MGMT YES FOR FOR
1.15 Elect Meredith R. Spangler MGMT YES FOR FOR
1.16 Elect Robert L. Tillman MGMT YES FOR FOR
1.17 Elect Jacquelyn M. Ward MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.00 Review political spending or lobbying SHLDR YES AGNST FOR
4.00 Double board nominees SHLDR YES AGNST FOR
Baxter International Inc BAX 071813109 5/3/05 Annual
1.01 Elect Blake E. Devitt MGMT YES FOR FOR
1.02 Elect Joseph B. Martin MGMT YES FOR FOR
1.03 Elect Robert L. ParkinsonJr. MGMT YES FOR FOR
1.04 Elect Thomas T. Stallkamp MGMT YES FOR FOR
1.05 Elect Albert.P.L. Stroucken MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.00 Adopt cumulative voting SHLDR YES AGNST FOR
4.00 Limit non-audit fees SHLDR YES AGNST FOR
5.00 Repeal classified board SHLDR YES FOR N/A
Caterpillar Inc CAT 149123101 4/13/05 Annual
1.01 Elect W. Frank Blount MGMT YES WHOLD AGNST
1.02 Elect John R. Brazil MGMT YES WHOLD AGNST
1.03 Elect Eugene V. Fife MGMT YES WHOLD AGNST
1.04 Elect Gail D. Fosler MGMT YES WHOLD AGNST
1.05 Elect Peter A. Magowan MGMT YES WHOLD AGNST
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.00 Redeem or vote on poison pill SHLDR YES FOR AGNST
4.00 Review operations' impact on local groups SHLDR YES AGNST FOR
5.00 Review AIDS pandemic's impact on company SHLDR YES AGNST FOR
6.00 Majority vote to elect directors SHLDR YES FOR AGNST
Cisco Systems Inc CSCO 17275R102 11/18/04 Annual
1.01 Elect Carol A. Bartz MGMT YES FOR FOR
1.02 Elect M. Michele Burns MGMT YES FOR FOR
1.03 Elect Larry R. Carter MGMT YES FOR FOR
1.04 Elect John T. Chambers MGMT YES FOR FOR
1.05 Elect James F. Gibbons MGMT YES FOR FOR
1.06 Elect John L. Hennessy MGMT YES FOR FOR
1.07 Elect Roderick C. McGeary MGMT YES FOR FOR
1.08 Elect James C. Morgan MGMT YES FOR FOR
1.09 Elect John P. Morgridge MGMT YES FOR FOR
1.10 Elect Donald T. Valentine MGMT YES FOR FOR
1.11 Elect Steven M. West MGMT YES FOR FOR
1.12 Elect Jerry Yang MGMT YES WHOLD AGNST
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Link Executive Pay to Social Criteria SHLDR YES AGNST FOR
Citigroup Inc C 172967101 4/19/05 Annual
1.01 Elect C. Michael Armstrong MGMT YES FOR FOR
1.02 Elect Alain J.P. Belda MGMT YES FOR FOR
1.03 Elect George David MGMT YES FOR FOR
1.04 Elect Kenneth T. Derr MGMT YES FOR FOR
1.05 Elect John Deutch MGMT YES FOR FOR
1.06 Elect Roberto H. Ramirez MGMT YES FOR FOR
1.07 Elect Ann Dibble Jordan MGMT YES FOR FOR
1.08 Elect Klaus Kleinfeld MGMT YES FOR FOR
1.09 Elect Dudley C. Mecum II MGMT YES FOR FOR
1.10 Elect Anne M. Mulcahy MGMT YES FOR FOR
1.11 Elect Richard D. Parsons MGMT YES FOR FOR
1.12 Elect Charles Prince MGMT YES FOR FOR
1.13 Elect Judith Rodin MGMT YES FOR FOR
1.14 Elect Robert E. Rubin MGMT YES FOR FOR
1.15 Elect Franklin A. Thomas MGMT YES FOR FOR
1.16 Elect Sanford I. Weill MGMT YES FOR FOR
1.17 Elect Robert B. Willumstad MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.00 Add Shares to Stock Incentive Plan MGMT YES FOR FOR
4.00 Restrict executive compensation SHLDR YES AGNST FOR
5.00 Review political spending or lobbying SHLDR YES AGNST FOR
6.00 Independent board chairman SHLDR YES AGNST FOR
7.00 Restrict executive compensation SHLDR YES AGNST FOR
8.00 Majority vote to elect directors SHLDR YES AGNST FOR
9.00 Restrict executive compensation SHLDR YES AGNST FOR
10.00 Eliminate supermajority provision SHLDR YES FOR AGNST
Coca-Cola Co KO 191216100 4/19/05 Annual
1.01 Elect Herbert A. Allen MGMT YES WHOLD AGNST
1.02 Elect Ronald W. Allen MGMT YES FOR FOR
1.03 Elect Cathleen P. Black MGMT YES FOR FOR
1.04 Elect Warren E. Buffett MGMT YES FOR FOR
1.05 Elect Barry Diller MGMT YES FOR FOR
1.06 Elect Edward Neville Isdell MGMT YES FOR FOR
1.07 Elect Donald R. Keough MGMT YES WHOLD AGNST
1.08 Elect Maria Elena Lagomasino MGMT YES FOR FOR
1.09 Elect Donald F. McHenry MGMT YES WHOLD AGNST
1.10 Elect Samuel A. Nunn Jr. MGMT YES FOR FOR
1.11 Elect J. Pedro Reinhard MGMT YES FOR FOR
1.12 Elect James D. Robinson III MGMT YES WHOLD AGNST
1.13 Elect Peter V. Ueberroth MGMT YES FOR FOR
1.14 Elect James B. Williams MGMT YES WHOLD AGNST
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.00 Review operations' impact on local groups SHLDR YES AGNST FOR
4.00 Restrict executive compensation SHLDR YES FOR AGNST
5.00 Golden parachutes SHLDR YES FOR AGNST
ConocoPhillips COP 20825C104 5/5/05 Annual
1.01 Elect J. J. Mulva MGMT YES FOR FOR
1.02 Elect Norman R. Augustine MGMT YES FOR FOR
1.03 Elect Larry D. Horner MGMT YES FOR FOR
1.04 Elect Charles C. Krulak MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.00 Restrict executive compensation SHLDR YES AGNST FOR
4.00 Majority vote to elect directors SHLDR YES FOR AGNST
CSX Corp CSX 126408103 5/4/05 Annual
1.01 Elect Elizabeth E. Bailey MGMT YES FOR FOR
1.02 Elect John B. Breaux MGMT YES FOR FOR
1.03 Elect Edward J. Kelly III MGMT YES FOR FOR
1.04 Elect Robert D. Kunisch MGMT YES FOR FOR
1.05 Elect Southwood J. Morcott MGMT YES FOR FOR
1.06 Elect David M. Ratcliffe MGMT YES FOR FOR
1.07 Elect Charles E. Rice MGMT YES FOR FOR
1.08 Elect William C. Richardson MGMT YES FOR FOR
1.09 Elect Frank S. Royal MGMT YES FOR FOR
1.10 Elect Donald J. Shepard MGMT YES FOR FOR
1.11 Elect Michael J. Ward MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.00 Restrict executive compensation SHLDR YES AGNST FOR
4.00 Eliminate supermajority provision SHLDR YES FOR AGNST
Du Pont (E I) de Nemours DD 263534109 4/27/05 Annual
1.01 Elect Alain J.P. Belda MGMT YES FOR FOR
1.02 Elect Richard H. Brown MGMT YES FOR FOR
1.03 Elect Curtis J. Crawford MGMT YES FOR FOR
1.04 Elect John T. Dillon MGMT YES FOR FOR
1.05 Elect Louisa C. Duemling MGMT YES FOR FOR
1.06 Elect Charles O. Holliday Jr. MGMT YES FOR FOR
1.07 Elect Lois D. Juliber MGMT YES FOR FOR
1.08 Elect Masahisa Naitoh MGMT YES FOR FOR
1.09 Elect William K. Reilly MGMT YES FOR FOR
1.10 Elect H. Rodney Sharp III MGMT YES FOR FOR
1.11 Elect Charles M. Vest MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.00 Disclose prior government service SHLDR YES AGNST FOR
4.00 Monitor/adopt ILO conventions SHLDR YES AGNST FOR
5.00 Link executive pay to social criteria SHLDR YES AGNST FOR
6.00 Review or promote animal welfare SHLDR YES AGNST FOR
7.00 Review or curb bioengineering SHLDR YES AGNST FOR
8.00 Award performance-based stock options SHLDR YES AGNST FOR
9.00 Report on environmental impact or plans SHLDR YES AGNST FOR
Exxon Mobil Corp XOM 30231G102 5/25/05 Annual
1.01 Elect Michael J. Boskin MGMT YES FOR FOR
1.02 Elect William W. George MGMT YES FOR FOR
1.03 Elect James R. Houghton MGMT YES FOR FOR
1.04 Elect William R. Howell MGMT YES FOR FOR
1.05 Elect Reatha Clark King MGMT YES FOR FOR
1.06 Elect Philip E. Lippincott MGMT YES FOR FOR
1.07 Elect Henry A. McKinnell Jr. MGMT YES FOR FOR
1.08 Elect Marilyn Carlson Nelson MGMT YES FOR FOR
1.09 Elect Lee R. Raymond MGMT YES FOR FOR
1.10 Elect Walter V. Shipley MGMT YES FOR FOR
1.11 Elect Rex W. Tillerson MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.00 Affirm political nonpartisanship SHLDR YES AGNST FOR
4.00 Restrict director compensation SHLDR YES AGNST FOR
5.00 Nominate Directors with Energy Expertise SHLDR YES AGNST FOR
6.00 Review operations' impact on local groups SHLDR YES AGNST FOR
7.00 Adopt sexual orientation anti-bias policy SHLDR YES FOR AGNST
8.00 Preserve/report on natural habitat SHLDR YES AGNST FOR
9.00 Report or take action on climate change SHLDR YES AGNST FOR
10.00 Report or take action on climate change SHLDR YES AGNST FOR
FedEx Corp FDX 31428X106 9/27/04 Annual
1.01 Elect Charles T. Manatt MGMT YES FOR FOR
1.02 Elect Judith L. Estrin MGMT YES FOR FOR
1.03 Elect Philip Greer MGMT YES FOR FOR
1.04 Elect J.R. Hyde III MGMT YES FOR FOR
1.05 Elect Shirley A. Jackson MGMT YES WHOLD AGNST
1.06 Elect Frederick W. Smith MGMT YES FOR FOR
2.00 Repeal Classified Board MGMT YES FOR FOR
3.00 Add Shares to Stock Option Plan MGMT YES FOR FOR
4.00 Ratify Selection of Auditors MGMT YES FOR FOR
First Data Corp FDC 319963104 5/11/05 Annual
1.01 Elect Alison Davis MGMT YES FOR FOR
1.02 Elect James D. Robinson III MGMT YES FOR FOR
1.03 Elect Bernard L. Schwartz MGMT YES FOR FOR
1.04 Elect Arthur F. Weinbach MGMT YES FOR FOR
2.00 Add shares to the Employee Stock Purchase
Plan MGMT YES FOR FOR
3.00 Amend annual bonus plan MGMT YES FOR FOR
4.00 Ratify selection of auditors MGMT YES FOR FOR
5.00 Review job cuts or relocations SHLDR YES AGNST FOR
6.00 Director liability SHLDR YES AGNST FOR
Franklin Resources Inc BEN 354613101 1/25/05 Annual
1.01 Elect Samuel H. Armacost MGMT YES FOR FOR
1.02 Elect Harmon E. Burns MGMT YES FOR FOR
1.03 Elect Charles Crocker MGMT YES FOR FOR
1.04 Elect Robert D. Joffe MGMT YES FOR FOR
1.05 Elect Charles B. Johnson MGMT YES FOR FOR
1.06 Elect Rupert H. Johnson Jr. MGMT YES FOR FOR
1.07 Elect Thomas H. Kean MGMT YES FOR FOR
1.08 Elect Chutta Ratnathicam MGMT YES FOR FOR
1.09 Elect Peter M. Sacerdote MGMT YES FOR FOR
1.10 Elect Anne M. Tatlock MGMT YES FOR FOR
1.11 Elect Louis E. Woodworth MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.00 Amend Stock Incentive Plan MGMT YES FOR FOR
4.00 Increase authorized common stock MGMT YES FOR FOR
General Dynamics Corp GD 369550108 5/4/05 Annual
1.01 Elect Nicholas D. Chabraja MGMT YES FOR FOR
1.02 Elect James S. Crown MGMT YES FOR FOR
1.03 Elect Lester Crown MGMT YES FOR FOR
1.04 Elect William P. Fricks MGMT YES FOR FOR
1.05 Elect Charles H. Goodman MGMT YES FOR FOR
1.06 Elect Jay L. Johnson MGMT YES FOR FOR
1.07 Elect George A. Joulwan MGMT YES FOR FOR
1.08 Elect Paul G. Kaminski MGMT YES FOR FOR
1.09 Elect John M. Keane MGMT YES FOR FOR
1.10 Elect Lester L. Lyles MGMT YES FOR FOR
1.11 Elect Carl E. Mundy Jr. MGMT YES FOR FOR
1.12 Elect Robert Walmsley MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.00 Golden parachutes SHLDR YES AGNST FOR
4.00 Review foreign military sales SHLDR YES AGNST FOR
General Electric Co GE 369604103 4/27/05 Annual
1.01 Elect James I. Cash Jr. MGMT YES FOR FOR
1.02 Elect William M. Castell MGMT YES FOR FOR
1.03 Elect Dennis D. Dammerman MGMT YES FOR FOR
1.04 Elect Ann M. Fudge MGMT YES FOR FOR
1.05 Elect Claudio X. Gonzalez Laporte MGMT YES FOR FOR
1.06 Elect Jeffrey R. Immelt MGMT YES FOR FOR
1.07 Elect Andrea Jung MGMT YES FOR FOR
1.08 Elect Alan G. Lafley MGMT YES WHOLD AGNST
1.09 Elect Ralph S. Larsen MGMT YES FOR FOR
1.10 Elect Rochelle B. Lazarus MGMT YES FOR FOR
1.11 Elect Samuel A. Nunn Jr. MGMT YES FOR FOR
1.12 Elect Roger S. Penske MGMT YES FOR FOR
1.13 Elect Robert J. Swieringa MGMT YES FOR FOR
1.14 Elect Douglas A. Warner III MGMT YES FOR FOR
1.15 Elect Robert C. Wright MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.00 Adopt cumulative voting SHLDR YES AGNST FOR
4.00 Review nuclear facility/waste SHLDR YES AGNST FOR
5.00 Report on environmental impact or plans SHLDR YES AGNST FOR
6.00 Limit number of directorships SHLDR YES AGNST FOR
7.00 Report on sustainability SHLDR YES AGNST FOR
8.00 Review political spending or lobbying SHLDR YES AGNST FOR
9.00 Review or promote animal welfare SHLDR YES AGNST FOR
Genzyme Corp GENZ 372917104 5/26/05 Annual
1.01 Elect Robert J. Carpenter MGMT YES FOR FOR
1.02 Elect Charles L. Cooney MGMT YES FOR FOR
2.00 Add shares to the 1999 Employee Stock
Purchase Plan MGMT YES FOR FOR
3.00 Add shares to the 2004 Equity Incentive
Plan MGMT YES FOR FOR
4.00 Ratify selection of auditors MGMT YES FOR FOR
5.00 Repeal classified board SHLDR YES FOR AGNST
GlobalSantaFe Corp GSF G3930E101 6/7/05 Annual
1.01 Elect Richard L. George MGMT YES FOR FOR
1.02 Elect Robert E. Rose MGMT YES FOR FOR
1.03 Elect Stephen J. Solarz MGMT YES FOR FOR
1.04 Elect Nader H. Sultan MGMT YES FOR FOR
2.00 Amend Stock Incentive Plan MGMT YES FOR FOR
3.00 Ratify selection of auditors MGMT YES FOR FOR
Halliburton Co HAL 406216101 5/18/05 Annual
1.01 Elect Robert L. Crandall MGMT YES FOR FOR
1.02 Elect Kenneth T. Derr MGMT YES FOR FOR
1.03 Elect S. Malcolm Gillis MGMT YES FOR FOR
1.04 Elect William R. Howell MGMT YES FOR FOR
1.05 Elect Ray L. Hunt MGMT YES FOR FOR
1.06 Elect David J. Lesar MGMT YES FOR FOR
1.07 Elect J. Landis Martin MGMT YES FOR FOR
1.08 Elect Jay A. Precourt MGMT YES FOR FOR
1.09 Elect Debra L. Reed MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.00 Golden parachutes SHLDR YES FOR AGNST
4.00 Majority vote to elect directors SHLDR YES FOR AGNST
HCA Inc HCA 404119109 5/26/05 Annual
1.01 Elect C. Michael Armstrong MGMT YES FOR FOR
1.02 Elect Magdalena H. Averhoff MGMT YES FOR FOR
1.03 Elect Jack O. Bovender Jr. MGMT YES FOR FOR
1.04 Elect Richard M. Bracken MGMT YES FOR FOR
1.05 Elect Martin S. Feldstein MGMT YES FOR FOR
1.06 Elect Thomas F. Frist Jr. MGMT YES FOR FOR
1.07 Elect Frederick W. Gluck MGMT YES FOR FOR
1.08 Elect Glenda A. Hatchett MGMT YES FOR FOR
1.09 Elect Charles O. Holliday Jr. MGMT YES FOR FOR
1.10 Elect T. Michael Long MGMT YES FOR FOR
1.11 Elect John H. McArthur MGMT YES FOR FOR
1.12 Elect Kent C. Nelson MGMT YES FOR FOR
1.13 Elect Frank S. Royal MGMT YES FOR FOR
1.14 Elect Harold T. Shapiro MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.00 Adopt the 2005 Equity Incentive Plan MGMT YES FOR FOR
Ingersoll-Rand Co Ltd IR G4776G101 6/1/05 Annual
1.01 Elect Ann C. Berzin MGMT YES FOR FOR
1.02 Elect Herbert L. Henkel MGMT YES FOR FOR
1.03 Elect H. William Lichtenberger MGMT YES FOR FOR
1.04 Elect Tony L. White MGMT YES FOR FOR
2.00 Repeal classified board MGMT YES FOR FOR
3.00 Eliminate cumulative Voting MGMT YES FOR FOR
4.00 Ratify selection of auditors MGMT YES FOR FOR
Intel Corp INTC 458140100 5/18/05 Annual
1.01 Elect Craig R. Barrett MGMT YES FOR FOR
1.02 Elect Charlene Barshefsky MGMT YES FOR FOR
1.03 Elect E. John P. Browne MGMT YES FOR FOR
1.04 Elect D. James Guzy MGMT YES FOR FOR
1.05 Elect Reed E. Hundt MGMT YES FOR FOR
1.06 Elect Paul S. Otellini MGMT YES FOR FOR
1.07 Elect David S. Pottruck MGMT YES FOR FOR
1.08 Elect Jane E. Shaw MGMT YES FOR FOR
1.09 Elect John L. Thornton MGMT YES FOR FOR
1.10 Elect David B. Yoffie MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.00 Adopt the 2004 Equity Incentive Plan MGMT YES FOR FOR
4.00 Amend annual bonus plan MGMT YES FOR FOR
Johnson & Johnson JNJ 478160104 4/28/05 Annual
1.01 Elect Mary S. Coleman MGMT YES FOR FOR
1.02 Elect James G. Cullen MGMT YES FOR FOR
1.03 Elect Robert J. Darretta MGMT YES FOR FOR
1.04 Elect Michael M. E. Johns MGMT YES FOR FOR
1.05 Elect Ann Dibble Jordan MGMT YES FOR FOR
1.06 Elect Arnold G. Langbo MGMT YES FOR FOR
1.07 Elect Susan L. Lindquist MGMT YES FOR FOR
1.08 Elect Leo F. Mullin MGMT YES FOR FOR
1.09 Elect Christine A. Poon MGMT YES FOR FOR
1.10 Elect Steven S. Reinemund MGMT YES FOR FOR
1.11 Elect David Satcher MGMT YES FOR FOR
1.12 Elect William C. Weldon MGMT YES FOR FOR
2.00 Adopt Stock Incentive Plan MGMT YES FOR FOR
3.00 Ratify selection of auditors MGMT YES FOR FOR
Lilly (Eli) & Co LLY 532457108 4/18/05 Annual
1.01 Elect George M.C. Fisher MGMT YES FOR FOR
1.02 Elect Alfred G. Gilman MGMT YES FOR FOR
1.03 Elect Karen N. Horn MGMT YES FOR FOR
1.04 Elect John Edward Rose MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.00 Independent board chairman SHLDR YES AGNST FOR
4.00 Review drug pricing or distribution SHLDR YES AGNST FOR
5.00 Review drug pricing or distribution SHLDR YES AGNST FOR
6.00 Review political spending or lobbying SHLDR YES AGNST FOR
7.00 Award performance-based stock options SHLDR YES AGNST FOR
8.00 Review or promote animal welfare SHLDR YES AGNST FOR
Lowe's Companies Inc LOW 548661107 5/27/05 Annual
1.01 Elect Robert Alexander Ingram MGMT YES FOR FOR
1.02 Elect Richard K. Lochridge MGMT YES FOR FOR
1.03 Elect Robert L. Johnson MGMT YES FOR FOR
2.00 Amend Director Stock Incentive Plan MGMT YES FOR FOR
3.00 Ratify selection of auditors MGMT YES FOR FOR
Medtronic Inc MDT 585055106 8/26/04 Annual
1.01 Elect William R. Brody MGMT YES FOR FOR
1.02 Elect Arthur D. Collins Jr. MGMT YES FOR FOR
1.03 Elect Antonio M. Gotto Jr. MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Limit or End Charitable Giving SHLDR YES AGNST FOR
Merrill Lynch & Co MER 590188108 4/22/05 Annual
1.01 Elect Jill K. Conway MGMT YES FOR FOR
1.02 Elect Heinz-Joachim Neuburger MGMT YES FOR FOR
1.03 Elect E. Stanley O'Neal MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.00 Adopt director stock award plan MGMT YES FOR FOR
4.00 Adopt cumulative voting SHLDR YES AGNST FOR
5.00 Restrict executive compensation SHLDR YES AGNST FOR
Microsoft Corp MSFT 594918104 11/9/04 Annual
1.01 Elect William H. Gates III MGMT YES FOR FOR
1.02 Elect Steven A. Ballmer MGMT YES FOR FOR
1.03 Elect James I. Cash Jr. MGMT YES FOR FOR
1.04 Elect Raymond V. Gilmartin MGMT YES FOR FOR
1.05 Elect Ann McLaughlin Korologos MGMT YES FOR FOR
1.06 Elect David F. Marquardt MGMT YES FOR FOR
1.07 Elect Charles H. Noski MGMT YES FOR FOR
1.08 Elect Helmut Panke MGMT YES FOR FOR
1.09 Elect Jon A. Shirley MGMT YES FOR FOR
2.00 Amend Stock Option Plan MGMT YES FOR FOR
3.00 Amend Director Stock Option Plan MGMT YES FOR FOR
4.00 Reapprove Option/Bonus Plan for OBRA MGMT YES FOR FOR
5.00 Ratify Selection of Auditors MGMT YES FOR FOR
Nike Inc NKE 654106103 9/20/04 Annual
1.01 Elect Jill K. Conway MGMT YES FOR FOR
1.02 Elect Alan B. Graf Jr. MGMT YES FOR FOR
1.03 Elect Jeanne P. Jackson MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
Noble Energy Inc NBL 655044105 4/26/05 Annual
1.01 Elect Michael A. Cawley MGMT YES FOR FOR
1.02 Elect Edward F. Cox MGMT YES FOR FOR
1.03 Elect Charles D. Davidson MGMT YES FOR FOR
1.04 Elect Kirby L. Hedrick MGMT YES FOR FOR
1.05 Elect Bruce A. Smith MGMT YES FOR FOR
1.06 Elect Jeffrey L. Berenson MGMT YES FOR FOR
1.07 Elect Thomas J. Edelman MGMT YES FOR FOR
1.08 Elect Michael A. Cawley MGMT YES FOR FOR
1.09 Elect Edward F. Cox MGMT YES FOR FOR
1.10 Elect Charles D. Davidson MGMT YES FOR FOR
1.11 Elect Kirby L. Hedrick MGMT YES FOR FOR
1.12 Elect Bruce A. Smith MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.00 Adopt Director Stock Incentive Plan MGMT YES FOR FOR
Noble Energy Inc NBL 655044105 5/11/05 Special
1.00 Approve merger/acquisition MGMT YES FOR FOR
Approve common stock issuance
2.00 Increase authorized common stock MGMT YES FOR FOR
Occidental Petroleum Corp OXY 674599105 5/6/05 Annual
1.01 Elect Spencer Abraham MGMT YES FOR FOR
1.02 Elect Ronald W. Burkle MGMT YES FOR FOR
1.03 Elect John S. Chalsty MGMT YES FOR FOR
1.04 Elect Edward P. Djerejian MGMT YES FOR FOR
1.05 Elect R. Chad Dreier MGMT YES FOR FOR
1.06 Elect John E. Feick MGMT YES FOR FOR
1.07 Elect Ray R. Irani MGMT YES FOR FOR
1.08 Elect Irvin W. Maloney MGMT YES FOR FOR
1.09 Elect Rodolfo Segovia MGMT YES FOR FOR
1.10 Elect Aziz D. Syriani MGMT YES FOR FOR
1.11 Elect Rosemary Tomich MGMT YES FOR FOR
1.12 Elect Walter L. Weisman MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.00 Adopt the 2005 Long-Term Incentive Plan MGMT YES AGNST AGNST
4.00 Shareholder statements against mgt.
proposals SHLDR YES AGNST FOR
5.00 Golden parachutes SHLDR YES FOR AGNST
PepsiCo Inc PEP 713448108 5/4/05 Annual
1.01 Elect John F. Akers MGMT YES FOR FOR
1.02 Elect Robert E. Allen MGMT YES FOR FOR
1.03 Elect Ray L. Hunt MGMT YES FOR FOR
1.04 Elect Arthur C. Martinez MGMT YES FOR FOR
1.05 Elect Indra K. Nooyi MGMT YES FOR FOR
1.06 Elect Steven S. Reinemund MGMT YES FOR FOR
1.07 Elect Sharon Percy Rockefeller MGMT YES FOR FOR
1.08 Elect James J. Schiro MGMT YES FOR FOR
1.09 Elect Franklin A. Thomas MGMT YES FOR FOR
1.10 Elect Cynthia M. Trudell MGMT YES FOR FOR
1.11 Elect Solomon D. Trujillo MGMT YES FOR FOR
1.12 Elect Daniel Vasella MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.00 Review political spending or lobbying SHLDR YES AGNST FOR
Pfizer Inc PFE 717081103 4/28/05 Annual
1.01 Elect Michael S. Brown MGMT YES FOR FOR
1.02 Elect M. Anthony Burns MGMT YES FOR FOR
1.03 Elect Robert N. Burt MGMT YES FOR FOR
1.04 Elect W. Don Cornwell MGMT YES FOR FOR
1.05 Elect William H. Gray III MGMT YES FOR FOR
1.06 Elect Constance J. Horner MGMT YES FOR FOR
1.07 Elect William R. Howell MGMT YES FOR FOR
1.08 Elect Stanley O. Ikenberry MGMT YES FOR FOR
1.09 Elect George A. Lorch MGMT YES FOR FOR
1.10 Elect Henry A. McKinnell Jr. MGMT YES FOR FOR
1.11 Elect Dana G. Mead MGMT YES FOR FOR
1.12 Elect Ruth J. Simmons MGMT YES FOR FOR
1.13 Elect William C. Steere Jr. MGMT YES FOR FOR
1.14 Elect Jean-Paul Valles MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.00 Director tenure/retirement age SHLDR YES AGNST FOR
4.00 Review drug pricing or distribution SHLDR YES AGNST FOR
5.00 Review drug pricing or distribution SHLDR YES AGNST FOR
6.00 Review political spending or lobbying SHLDR YES AGNST FOR
7.00 Review drug pricing or distribution SHLDR YES AGNST FOR
8.00 Independent board chairman SHLDR YES AGNST FOR
PG&E Corp PCG 69331C108 4/20/05 Annual
1.01 Elect David R. Andrews MGMT YES FOR FOR
1.02 Elect Leslie S. Biller MGMT YES FOR FOR
1.03 Elect David A. Coulter MGMT YES FOR FOR
1.04 Elect C. Lee Cox MGMT YES FOR FOR
1.05 Elect Peter A. Darbee MGMT YES FOR FOR
1.06 Elect Robert D. Glynn Jr. MGMT YES FOR FOR
1.07 Elect Mary S. Metz MGMT YES FOR FOR
1.08 Elect Barbara L. Rambo MGMT YES FOR FOR
1.09 Elect Barry L. Williams MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.00 Adopt Stock Incentive Plan MGMT YES AGNST AGNST
4.00 Expense stock options SHLDR YES FOR AGNST
5.00 Review nuclear facility/waste SHLDR YES AGNST FOR
6.00 Redeem or vote on poison pill SHLDR YES FOR AGNST
7.00 Award performance-based stock options SHLDR YES FOR AGNST
8.00 Golden parachutes SHLDR YES FOR AGNST
Principal Financial Group Inc PFG 74251V102 5/17/05 Annual
1.01 Elect Betsy J. Bernard MGMT YES FOR FOR
1.02 Elect Jocelyn Carter-Miller MGMT YES FOR FOR
1.03 Elect Gary E. Costley MGMT YES FOR FOR
1.04 Elect William T. Kerr MGMT YES FOR FOR
2.00 Adopt the 2005 Director Stock Plan MGMT YES FOR FOR
3.00 Ratify selection of auditors MGMT YES FOR FOR
4.00 Adopt the 2005 Stock Incentive Plan MGMT YES FOR FOR
Procter & Gamble Co PG 742718109 10/12/04 Annual
1.01 Elect R. Kerry Clark MGMT YES FOR FOR
1.02 Elect Joseph T. Gorman MGMT YES FOR FOR
1.03 Elect Lynn M. Martin MGMT YES FOR FOR
1.04 Elect Ralph Snyderman MGMT YES FOR FOR
1.05 Elect Robert D. Storey MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Increase Authorized Common Stock MGMT YES FOR FOR
4.00 Repeal Classified Board MGMT YES FOR AGNST
5.00 Review or Promote Animal Welfare SHLDR YES AGNST FOR
Rio Tinto PLC RTP 767204100 4/14/05 Annual
1.00 Issue stock w/ preemptive rights MGMT YES FOR FOR
2.00 Issue stock w/o preemptive rights MGMT YES FOR FOR
3.00 Authorize share repurchase MGMT YES FOR FOR
4.00 Authorize share repurchase MGMT YES FOR FOR
5.00 Amend articles to authorize share
repurchase MGMT YES FOR FOR
6.00 Amend articles regarding share repurchase
rules MGMT YES FOR FOR
7.00 Amend stock purchase plan/SAYE/AESOP MGMT YES FOR FOR
8.00 Elect Richard R. Goodmanson MGMT YES FOR FOR
9.00 Elect Ashton Calvert MGMT YES FOR FOR
10.00 Elect Vivienne Cox MGMT YES FOR FOR
11.00 Elect Paul W. Skinner MGMT YES FOR FOR
12.00 Appoint auditors and set their fees MGMT YES FOR FOR
13.00 Approve remuneration policy MGMT YES FOR FOR
14.00 Approve financial statements MGMT YES FOR FOR
Schering-Plough SGP 806605101 4/26/05 Annual
1.01 Elect Hans W. Becherer MGMT YES FOR FOR
1.02 Elect Kathryn C. Turner MGMT YES FOR FOR
1.03 Elect Robert F. W. van Oordt MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.00 Repeal classified board SHLDR YES AGNST FOR
4.00 Review or promote animal welfare SHLDR YES AGNST FOR
St. Paul Travelers Companies STA 792860108 7/28/04 Annual
1.01 Elect Howard P. Berkowitz MGMT YES FOR FOR
1.02 Elect Kenneth J. Bialkin MGMT YES FOR FOR
1.03 Elect Carolyn H. Byrd MGMT YES FOR FOR
1.04 Elect John H. Dasburg MGMT YES FOR FOR
1.05 Elect Leslie B. Disharoon MGMT YES FOR FOR
1.06 Elect Janet M. Dolan MGMT YES FOR FOR
1.07 Elect Kenneth M. Duberstein MGMT YES FOR FOR
1.08 Elect Jay S. Fishman MGMT YES FOR FOR
1.09 Elect Lawrence G. Graev MGMT YES FOR FOR
1.10 Elect Meryl D. Hartzband MGMT YES FOR FOR
1.11 Elect Thomas R. Hodgson MGMT YES FOR FOR
1.12 Elect William H. Kling MGMT YES FOR FOR
1.13 Elect James A. Lawrence MGMT YES FOR FOR
1.14 Elect Robert I. Lipp MGMT YES FOR FOR
1.15 Elect Blythe J. McGarvie MGMT YES FOR FOR
1.16 Elect Glen D. Nelson MGMT YES FOR FOR
1.17 Elect Clarence Otis Jr. MGMT YES FOR FOR
1.18 Elect Jeffrey M. Peek MGMT YES FOR FOR
1.19 Elect Nancy A. Roseman MGMT YES FOR FOR
1.20 Elect Charles W. Scharf MGMT YES FOR FOR
1.21 Elect Gordon M. Sprenger MGMT YES FOR FOR
1.22 Elect Frank J. Tasco MGMT YES FOR FOR
1.23 Elect Laurie J. Thomsen MGMT YES FOR FOR
2.00 Ratify Selection of Auditors MGMT YES FOR FOR
3.00 Adopt Stock Option Plan MGMT YES FOR FOR
St. Paul Travelers Companies STA 792860108 5/3/05 Annual
1.01 Elect John H. Dasburg MGMT YES FOR FOR
1.02 Elect Leslie B. Disharoon MGMT YES FOR FOR
1.03 Elect Janet M. Dolan MGMT YES FOR FOR
1.04 Elect Kenneth M. Duberstein MGMT YES FOR FOR
1.05 Elect Jay S. Fishman MGMT YES FOR FOR
1.06 Elect Lawrence G. Graev MGMT YES FOR FOR
1.07 Elect Thomas R. Hodgson MGMT YES FOR FOR
1.08 Elect Robert I. Lipp MGMT YES FOR FOR
1.09 Elect Blythe J. McGarvie MGMT YES FOR FOR
1.10 Elect Glen D. Nelson MGMT YES FOR FOR
1.11 Elect Clarence Otis Jr. MGMT YES FOR FOR
1.12 Elect Charles W. Scharf MGMT YES FOR FOR
1.13 Elect Laurie J. Thomsen MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
State Street Corp STT 857477103 4/20/05 Annual
1.01 Elect Tenley E. Albright MGMT YES FOR FOR
1.02 Elect Kennett F. Burnes MGMT YES FOR FOR
1.03 Elect Truman S. Casner MGMT YES FOR FOR
1.04 Elect Nader F. Darehshori MGMT YES FOR FOR
1.05 Elect Arthur L. Goldstein MGMT YES FOR FOR
1.06 Elect David P. Gruber MGMT YES FOR FOR
1.07 Elect Linda A. Hill MGMT YES FOR FOR
1.08 Elect Charles R. Lamantia MGMT YES FOR FOR
1.09 Elect Ronald E. Logue MGMT YES FOR FOR
1.10 Elect Richard P. (Rick) Sergel MGMT YES FOR FOR
1.11 Elect Ronald L. Skates MGMT YES FOR FOR
1.12 Elect Gregory L. Summe MGMT YES FOR FOR
1.13 Elect Diana Chapman Walsh MGMT YES FOR FOR
1.14 Elect Robert E. Weissman MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
Target Corp TGT 87612E106 5/18/05 Annual
1.01 Elect Roxanne S. Austin MGMT YES FOR FOR
1.02 Elect James A. Johnson MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
Texas Instruments Inc TXN 882508104 4/21/05 Annual
1.01 Elect James R. Adams MGMT YES FOR FOR
1.02 Elect David L. Boren MGMT YES FOR FOR
1.03 Elect Daniel A. Carp MGMT YES FOR FOR
1.04 Elect Carrie S. Cox MGMT YES FOR FOR
1.05 Elect Thomas J. Engibous MGMT YES FOR FOR
1.06 Elect Gerald W. Fronterhouse MGMT YES FOR FOR
1.07 Elect David R. Goode MGMT YES FOR FOR
1.08 Elect Pamela H. Patsley MGMT YES FOR FOR
1.09 Elect Wayne R. Sanders MGMT YES FOR FOR
1.10 Elect Ruth J. Simmons MGMT YES FOR FOR
1.11 Elect Richard K. Templeton MGMT YES FOR FOR
1.12 Elect Christine Todd Whitman MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.00 Adopt employee stock purchase plan MGMT YES AGNST AGNST
4.00 Reapprove option/bonus plan for OBRA MGMT YES FOR FOR
Time Warner Inc 887317105 5/20/05 Annual
1.01 Elect James L. Barksdale MGMT YES FOR FOR
1.02 Elect Stephen F. Bollenbach MGMT YES FOR FOR
1.03 Elect Stephen M. Case MGMT YES WHOLD AGNST
1.04 Elect Frank J. Caufield MGMT YES FOR FOR
1.05 Elect Robert C. Clark MGMT YES FOR FOR
1.06 Elect Jessica P. Einhorn MGMT YES FOR FOR
1.07 Elect Miles R. Gilburne MGMT YES FOR FOR
1.08 Elect Carla A. Hills MGMT YES FOR FOR
1.09 Elect Reuben Mark MGMT YES FOR FOR
1.10 Elect Michael A. Miles MGMT YES FOR FOR
1.11 Elect Kenneth J. Novack MGMT YES FOR FOR
1.12 Elect Richard D. Parsons MGMT YES FOR FOR
1.13 Elect Robert E. Turner MGMT YES FOR FOR
1.14 Elect Francis T. Vincent Jr. MGMT YES FOR FOR
1.15 Elect Deborah C. Wright MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.00 Link executive pay to social criteria SHLDR YES AGNST FOR
Tyco International Ltd TYC 902124106 3/10/05 Annual
1.01 Elect Dennis C. Blair MGMT YES FOR FOR
1.02 Elect Edward D. Breen MGMT YES FOR FOR
1.03 Elect George W. Buckley MGMT YES FOR FOR
1.04 Elect Brian Duperreault MGMT YES FOR FOR
1.05 Elect Bruce S. Gordon MGMT YES FOR FOR
1.06 Elect Rajiv L. Gupta MGMT YES FOR FOR
1.07 Elect John A. Krol MGMT YES FOR FOR
1.08 Elect Mackey J. McDonald MGMT YES FOR FOR
1.09 Elect H. Carl McCall MGMT YES FOR FOR
1.10 Elect Brendan R. O'Neill MGMT YES FOR FOR
1.11 Elect Sandra S. Wijnberg MGMT YES FOR FOR
1.12 Elect Jerome B. York MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
United Technologies Corp UTX 913017109 4/13/05 Annual
1.01 Elect George David MGMT YES FOR FOR
1.02 Elect Jean-Pierre Garnier MGMT YES FOR FOR
1.03 Elect Jamie S. Gorelick MGMT YES FOR FOR
1.04 Elect Charles R. Lee MGMT YES FOR FOR
1.05 Elect Richard D. McCormick MGMT YES FOR FOR
1.06 Elect Harold W. McGraw III MGMT YES FOR FOR
1.07 Elect Frank P. Popoff MGMT YES FOR FOR
1.08 Elect H. Patrick Swygert MGMT YES FOR FOR
1.09 Elect Andre Villeneuve MGMT YES FOR FOR
1.10 Elect Harold A. Wagner MGMT YES FOR FOR
1.11 Elect Christine Todd Whitman MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.00 Adopt Stock Incentive Plan MGMT YES FOR FOR
4.00 Disclose executive compensation SHLDR YES AGNST FOR
5.00 Review military contracting criteria SHLDR YES AGNST FOR
6.00 Restrict executive compensation SHLDR YES AGNST FOR
UnumProvident Corp UNM 91529Y106 5/12/05 Annual
1.01 Elect Jon S. Fossel MGMT YES FOR FOR
1.02 Elect Gloria C. Larson MGMT YES FOR FOR
1.03 Elect William J. Ryan MGMT YES FOR FOR
1.04 Elect Thomas R. Watjen MGMT YES FOR FOR
2.00 Amend Stock Incentive Plan MGMT YES FOR FOR
3.00 Ratify selection of auditors MGMT YES FOR FOR
4.00 Majority vote to elect directors SHLDR YES FOR N/A
5.00 Indep. director-shareholder dialogue SHLDR YES AGNST N/A
Wal-Mart Stores WMT 931142103 6/3/05 Annual
1.01 Elect James W. Breyer MGMT YES FOR FOR
1.02 Elect M. Michele Burns MGMT YES FOR FOR
1.03 Elect Douglas N. Daft MGMT YES FOR FOR
1.04 Elect David D. Glass MGMT YES FOR FOR
1.05 Elect Roland A. Hernandez MGMT YES FOR FOR
1.06 Elect John D. Opie MGMT YES FOR FOR
1.07 Elect J. Paul Reason MGMT YES FOR FOR
1.08 Elect H. Lee Scott Jr. MGMT YES FOR FOR
1.09 Elect Jack C. Shewmaker MGMT YES FOR FOR
1.10 Elect Jose H. Villarreal MGMT YES FOR FOR
1.11 Elect John T. Walton MGMT YES FOR FOR
1.12 Elect S. Robson Walton MGMT YES FOR FOR
1.13 Elect Christopher J. Williams MGMT YES FOR FOR
1.14 Elect Linda S. Wolf MGMT YES FOR FOR
2.00 Adopt the 2005 Stock Incentive Plan MGMT YES AGNST AGNST
3.00 Ratify selection of auditors MGMT YES FOR FOR
4.00 Restrict executive compensation SHLDR YES AGNST FOR
5.00 Report on sustainability SHLDR YES AGNST FOR
6.00 Link executive pay to social criteria SHLDR YES AGNST FOR
7.00 Review political spending or lobbying SHLDR YES AGNST FOR
8.00 Report on EEO SHLDR YES AGNST FOR
9.00 Majority vote to elect directors SHLDR YES FOR AGNST
10.00 Increase board independence SHLDR YES AGNST FOR
11.00 Restrict executive compensation SHLDR YES AGNST FOR
WellPoint Inc WLP 94973V107 5/10/05 Annual
1.01 Elect William H.T. Bush MGMT YES FOR FOR
1.02 Elect Warren Y. Jobe MGMT YES FOR FOR
1.03 Elect William G. Mays MGMT YES FOR FOR
1.04 Elect Donald W. Riegle Jr. MGMT YES FOR FOR
1.05 Elect William J. Ryan MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.00 Restrict executive compensation SHLDR YES AGNST FOR
Wyeth WYE 983024100 4/21/05 Annual
1.01 Elect Richard L. Carrion MGMT YES FOR FOR
1.02 Elect Robert Essner MGMT YES FOR FOR
1.03 Elect John D. Feerick MGMT YES FOR FOR
1.04 Elect Frances D. Fergusson MGMT YES FOR FOR
1.05 Elect Robert S. Langer MGMT YES FOR FOR
1.06 Elect John P. Mascotte MGMT YES FOR FOR
1.07 Elect Mary Lake Polan MGMT YES FOR FOR
1.08 Elect Ivan G. Seidenberg MGMT YES FOR FOR
1.09 Elect Walter V. Shipley MGMT YES FOR FOR
1.10 Elect John R. Torell III MGMT YES FOR FOR
2.00 Ratify selection of auditors MGMT YES FOR FOR
3.00 Adopt Stock Incentive Plan MGMT YES FOR FOR
4.00 Review drug pricing or distribution SHLDR YES AGNST FOR
5.00 Independent board chairman SHLDR YES AGNST FOR
6.00 Review political spending or lobbying SHLDR YES AGNST FOR
7.00 Review or promote animal welfare SHLDR YES AGNST FOR
Yahoo Inc YHOO 984332106 5/19/05 Annual
1.01 Elect Terry S. Semel MGMT YES FOR FOR
1.02 Elect Jerry Yang MGMT YES FOR FOR
1.03 Elect Roy J. Bostock MGMT YES FOR FOR
1.04 Elect Ronald W. Burkle MGMT YES FOR FOR
1.05 Elect Eric Hippeau MGMT YES FOR FOR
1.06 Elect Arthur H. Kern MGMT YES FOR FOR
1.07 Elect Robert A. Kotick MGMT YES FOR FOR
1.08 Elect Edward R. Kozel MGMT YES FOR FOR
1.09 Elect Gary L. Wilson MGMT YES FOR FOR
2.00 Add shares to the 1995 Stock Plan MGMT YES AGNST AGNST
Amend Stock Incentive Plan
3.00 Amend Director Stock Incentive Plan MGMT YES FOR FOR
4.00 Ratify selection of auditors MGMT YES FOR FOR
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Wilshire VIT Socially Responsible Fund /03743051 - 037-43051
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ----------------------------------------------------------------------------------------------------------------------------
05/26/05 - A Ace Ltd. *ACE* G0070K103 04/08/05 4,900
Meeting for Holders of ADRs
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
03/01/05 - A ADC Telecommunications, Inc. *ADCT* 000886101 01/12/05 99,600
1 Elect Directors For For Mgmt
2 Redeem Shareholder Rights Plan Agreement Against For ShrHoldr
3 Ratify Auditors For For Mgmt
02/17/05 - A Agere Systems Inc *AGR* 00845V100 12/20/04 88,400
1 Elect Directors For For Mgmt
2 Reclassify Common Stock and Class B Stock For For Mgmt
into a Single Class
3 Approve Reverse Stock Split For For Mgmt
4 Approve Reverse Stock Split For For Mgmt
5 Approve Reverse Stock Split For For Mgmt
6 Approve Reverse Stock Split For For Mgmt
7 Amend Articles to Make Administrative For For Mgmt
Changes
06/02/05 - A Albertson's, Inc. *ABS* 013104104 04/13/05 20,300
1 Elect Directors For Split Mgmt
1.1 Elect Director Henry I. Bryant ---
Withhold
1.2 Elect Director Bonnie G. Hill ---
Withhold
1.3 Elect Director Lawrence R. Johnston ---
Withhold
1.4 Elect Director Kathi P. Siefert --- For
2 Ratify Auditors For For Mgmt
3 Require a Majority Vote for the Election Against For ShrHoldr
of Directors
4 Adopt Simply Majority Vote Requirement Against For ShrHoldr
5 Submit Severance Agreement (Change-in- Against For ShrHoldr
Control) to Shareholder Vote
6 Separate Chairman and CEO Positions Against Against ShrHoldr
7 Performance- Based/Indexed Options Against Against ShrHoldr
05/19/05 - A Alliant Energy Corp. *LNT* 018802108 03/30/05 13,900
1 Elect Directors For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 1
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Wilshire VIT Socially Responsible Fund /03743051 - 037-43051
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ----------------------------------------------------------------------------------------------------------------------------
04/28/05 - A American Axle & Manufacturing Holdings, Inc. *AXL* 024061103 03/01/05 6,700
1 Elect Directors For For Mgmt
05/06/05 - A Arrow Electronics, Inc. *ARW* 042735100 03/22/05 7,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Other Business For Against Mgmt
01/27/05 - A Ashland Inc. 044204105 11/22/04 3,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/29/05 - S Ashland Inc. 044204105 05/12/05 3,900
1 Approve Transfer of Interest in Joint For For Mgmt
Venture
04/26/05 - A Autoliv Inc. *ALV* 052800109 03/01/05 5,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
11/11/04 - A Avnet, Inc. *AVT* 053807103 09/13/04 15,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/27/05 - A Bank of America Corp. *BAC* 060505104 03/04/05 67,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Political Contributions Against Against ShrHoldr
4 Director Nominee Amendment Against Against ShrHoldr
04/25/05 - A Bellsouth Corp. *BLS* 079860102 03/07/05 9,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Political Contributions Against Against ShrHoldr
04/27/05 - A Borg-Warner, Inc. *BWA* 099724106 03/04/05 6,800
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus Plan For For Mgmt
3 Ratify Auditors For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 2
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Wilshire VIT Socially Responsible Fund /03743051 - 037-43051
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ----------------------------------------------------------------------------------------------------------------------------
05/03/05 - A Bristol-Myers Squibb Co. *BMY* 110122108 03/07/05 12,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Articles to Eliminate Certain For For Mgmt
Supermajority Vote Requirements
4 Report on Political Contributions Against Against ShrHoldr
5 Report on Operational Impact of HIV/AIDS, TB, Against Against ShrHoldr
and Malaria Pandemic
6 Eliminate Animal Testing Against Against ShrHoldr
7 Separate Chairman and CEO Positions Against For ShrHoldr
8 Proposal Regarding Restatement Situations Against Against ShrHoldr
9 Limit/Prohibit Awards to Executives Against Against ShrHoldr
10 Require a Majority Vote for the Election of Against For ShrHoldr
Directors
04/20/05 - A Burlington Northern Santa Fe Corp. *BNI* 12189T104 02/22/05 19,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/19/05 - A Citigroup Inc. *C* 172967101 02/25/05 77,366
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Limit/Prohibit Awards to Executives Against Against ShrHoldr
5 Report on Political Contributions Against Against ShrHoldr
6 Prohibit Chairman From Management Duties, Against Against ShrHoldr
Titles or Responsibilities
7 Limit Executive Compensation Against Against ShrHoldr
8 Require a Majority Vote for the Election of Against Against ShrHoldr
Directors
9 Review/Limit Executive Compensation Against Against ShrHoldr
10 Adopt Simple Majority Vote Against For ShrHoldr
06/01/05 - A Comcast Corp. *CMCSA* 20030N101 03/24/05 39,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Restricted Stock Plan For For Mgmt
4 Report on Political Contributions Against Against ShrHoldr
5 Separate Chairman and CEO Positions Against For ShrHoldr
6 Submit Shareholder Rights Plan (Poison Pill) Against For ShrHoldr
to Shareholder Vote
7 Approve Recapitalization Plan Against For ShrHoldr
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 3
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Wilshire VIT Socially Responsible Fund /03743051 - 037-43051
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ----------------------------------------------------------------------------------------------------------------------------
05/17/05 - A Comerica Inc. *CMA* 200340107 03/18/05 9,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
09/23/04 - A Conagra Foods Inc. *CAG* 205887102 07/26/04 3,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus Plan For For Mgmt
4 Limit Awards to Executives Against Against ShrHoldr
05/05/05 - A ConocoPhillips *COP* 20825C104 03/10/05 4,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Limit Executive Compensation Against Against ShrHoldr
4 Require a Majority Vote for the Election of Against For ShrHoldr
Directors
05/20/05 - A Constellation Energy Group, Inc. *CEG* 210371100 03/18/05 15,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/26/05 - A COOPER INDUSTRIES LTD *CBE* G24182100 03/01/05 6,000
Meeting for Holders of ADR's
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 SHAREHOLDER PROPOSAL REQUESTING COOPER TO Against Against ShrHoldr
IMPLEMENT A CODE OF CONDUCT BASED ON
INTERNATIONAL LABOR ORGANIZATION HUMAN RIGHTS
STANDARDS.
05/03/05 - A Cooper Tire & Rubber Co. *CTB* 216831107 03/07/05 8,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Prepare Sustainability Report Against Against ShrHoldr
04/28/05 - A Corning Inc. *GLW* 219350105 03/01/05 38,550
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 4
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Wilshire VIT Socially Responsible Fund /03743051 - 037-43051
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ----------------------------------------------------------------------------------------------------------------------------
3 Ratify Auditors For For Mgmt
06/15/05 - A Countrywide Financial Corp. *CFC* 222372104 04/20/05 18,100
1 Elect Directors For For Mgmt
2 Amend Executive Incentive Bonus Plan For For Mgmt
3 Ratify Auditors For For Mgmt
04/25/05 - A Crane Co. *CR* 224399105 02/28/05 3,125
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/04/05 - A CSX Corp. *CSX* 126408103 03/04/05 13,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Subject Non-Deductible Executive Compensation Against Against ShrHoldr
to Shareholder Vote
4 Adopt Simple Majority Vote Requirement Against For ShrHoldr
04/18/05 - A Dana Corp. *DCN* 235811106 02/22/05 10,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/05/05 - A Eastman Chemical Co. *EMN* 277432100 03/15/05 9,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/11/05 - A Eastman Kodak Co. *EK* 277461109 03/15/05 15,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Amend Executive Incentive Bonus Plan For For Mgmt
5 Declassify the Board of Directors For For Mgmt
6 Amend Articles For For Mgmt
7 Amend Articles For For Mgmt
04/27/05 - A Eaton Corp. *ETN* 278058102 02/28/05 8,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/19/05 - A Edison International *EIX* 281020107 03/21/05 20,300
1 Elect Directors For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 5
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Wilshire VIT Socially Responsible Fund /03743051 - 037-43051
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ----------------------------------------------------------------------------------------------------------------------------
2 Submit Severance Agreement (Change-in-Control) Against For ShrHoldr
to Shareholder Vote
11/18/04 - A EL Paso Corp *EP* 28336L109 09/20/04 62,800
1 Elect Directors For Split Mgmt
1.1 Elect Director John M. Bissell --- Withhold
1.2 Elect Director Juan Carlos Braniff --- Withhold
1.3 Elect Director James L. Dunlap --- Withhold
1.4 Elect Director Douglas L. Foshee --- For
1.5 Elect Director Robert W. Goldman --- Withhold
1.6 Elect Director Anthony W. Hall, Jr. ---
Withhold
1.7 Elect Director Thomas R. Hix --- For
1.8 Elect Director William H. Joyce --- For
1.9 Elect Director Ronald L. Kuehn, Jr. ---
Withhold
1.10 Elect Director J. Michael Talbert --- Withhold
1.11 Elect Director John L. Whitmire --- Withhold
1.12 Elect Director Joe B. Wyatt --- Withhold
2 Ratify Auditors For For Mgmt
3 Expense Stock Options Against For ShrHoldr
4 Limit Executive Compensation Against Against ShrHoldr
05/26/05 - A EL Paso Corp *EP* 28336L109 03/28/05 62,800
1 Elect Directors For For Mgmt
2 Approve Non-Employee Director Omnibus Stock For For Mgmt
Plan
3 Approve Omnibus Stock Plan For For Mgmt
4 Ratify Auditors For For Mgmt
04/22/05 - A Electronic Data Systems Corp. *EDS* 285661104 03/01/05 25,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors For For Mgmt
4 Eliminate Supermajority Vote Requirement For For Mgmt
05/13/05 - A Entergy Corp. *ETR* 29364G103 03/16/05 11,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 6
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Wilshire VIT Socially Responsible Fund /03743051 - 037-43051
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ----------------------------------------------------------------------------------------------------------------------------
3 Require the Chairman of the Board Be an Against Against ShrHoldr
Independent Director
4 Require a Majority Vote for the Election of Against For ShrHoldr
Directors
05/17/05 - A FirstEnergy Corporation *FE* 337932107 03/22/05 14,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Political Contributions Against Against ShrHoldr
4 Amend Vote Requirements to Amend Against For ShrHoldr
Articles/Bylaws/Charter
5 Performance- Based/Indexed Options Against Against ShrHoldr
11/04/04 - A Freddie Mac *FRE* 313400301 09/10/04 14,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Amend Employee Stock Purchase Plan For For Mgmt
06/07/05 - A General Motors Corp. *GM* 370442105 04/08/05 14,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Prohibit Awards to Executives Against Against ShrHoldr
4 Provide for Cumulative Voting Against Against ShrHoldr
5 Report on Greenhouse Gas Emissions Against Against ShrHoldr
6 Submit Severance Agreement (Change-in-Control) Against Against ShrHoldr
to Shareholder Vote
7 Adopt Simple Majority Vote Requirement for All Against Against ShrHoldr
Issues
05/19/05 - A Genworth Finl Inc *GNW* 37247D106 03/21/05 17,900
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/03/05 - A Georgia-Pacific Corp. *GP* 373298108 03/01/05 17,300
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Declassify the Board of Directors Against For Mgmt
05/26/05 - A HCA, Inc. *HCA* 404119109 03/28/05 10,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 7
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Wilshire VIT Socially Responsible Fund /03743051 - 037-43051
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ----------------------------------------------------------------------------------------------------------------------------
06/16/05 - A Hercules Inc. *HPC* 427056106 04/18/05 13,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
03/16/05 - A Hewlett-Packard Co. *HPQ* 428236103 01/18/05 63,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Employee Stock Purchase Plan For For Mgmt
05/02/05 - A Hubbell Incorporated *HUB.B* 443510201 03/04/05 8,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
04/27/05 - A Huntington Bancshares Inc. *HBAN* 446150104 02/18/05 17,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/01/05 - A Ingersoll-Rand Company Limited G4776G101 04/04/05 5,800
Meeting for Holders of ADR's
1 Elect Directors For For Mgmt
2 APPROVAL OF AMENDMENT TO BYE-LAW 10 OF THE For For Mgmt
BYE-LAWS TO ELIMINATE THE CLASSIFICATION OF
THE BOARD OF DIRECTORS.
3 APPROVAL OF AMENDMENT TO BYE-LAW 10 OF THE For For Mgmt
BYE-LAWS TO ELIMINATE CUMULATIVE VOTING IN THE
ELECTION OF DIRECTORS.
4 Ratify Auditors For For Mgmt
06/01/05 - A Ingram Micro, Inc. *IM* 457153104 04/04/05 21,900
1 Elect Directors For For Mgmt
04/28/05 - A Johnson & Johnson *JNJ* 478160104 03/01/05 6,400
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 8
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Wilshire VIT Socially Responsible Fund /03743051 - 037-43051
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ----------------------------------------------------------------------------------------------------------------------------
05/18/05 - A Jones Apparel Group, Inc. *JNY* 480074103 03/18/05 13,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
05/17/05 - A JPMorgan Chase & Co. *JPM* 46625H100 03/22/05 38,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Establish Term Limits for Directors Against Against ShrHoldr
5 Separate Chairman and CEO Positions Against For ShrHoldr
6 Limit Executive Compensation Against Against ShrHoldr
7 Adopt Executive Benefit Policy Against Against ShrHoldr
05/05/05 - A KeyCorp *KEY* 493267108 03/08/05 19,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/28/05 - A Kimberly-Clark Corp. *KMB* 494368103 02/28/05 9,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Adopt ILO Based Code of Conduct Against Against ShrHoldr
04/26/05 - A Kraft Foods Inc *KFT* 50075N104 03/02/05 15,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Report on Genetically Modified Organisms (GMO) Against Against ShrHoldr
05/18/05 - A Laboratory Corporation of America Holdings *LH* 50540R409 03/31/05 8,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/05/05 - A Lear Corporation *LEA* 521865105 03/18/05 9,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Executive Incentive Bonus Plan For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 9
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Wilshire VIT Socially Responsible Fund /03743051 - 037-43051
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ----------------------------------------------------------------------------------------------------------------------------
04/05/05 - A Lehman Brothers Holdings Inc. *LEH* 524908100 02/11/05 8,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Limit Executive Compensation Against Against ShrHoldr
05/16/05 - A Limited Brands *LTD* 532716107 03/31/05 23,100
1 Elect Directors For For Mgmt
02/16/05 - A Lucent Technologies Inc. *LU* 549463107 12/20/04 57,100
1 Elect Directors For For Mgmt
2 Approve Reverse Stock Split For For Mgmt
3 Report on Political Contributions Against Against ShrHoldr
4 Performance- Based/Indexed Options Against Against ShrHoldr
5 Prohibit Auditor from Providing Non-Audit Against Against ShrHoldr
Services
6 Approve Future Golden Parachute Provision Against For ShrHoldr
04/27/05 - A Marathon Oil Corp *MRO* 565849106 02/28/05 17,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against For ShrHoldr
4 Amend Governance Documents Regarding Against For ShrHoldr
Director Nominees by Affirmative Votes
05/24/05 - A Martin Marietta Materials, Inc. *MLM* 573284106 03/18/05 5,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/10/05 - A Masco Corp. *MAS* 574599106 03/15/05 15,050
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/19/05 - A Mattel, Inc. *MAT* 577081102 03/23/05 11,900
1 Elect Directors For For Mgmt
2 Ratify Auditor For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Submit Severance Agreement (Change-in- Against For ShrHoldr
Control) to Shareholder Vote
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 10
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Wilshire VIT Socially Responsible Fund /03743051 - 037-43051
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ----------------------------------------------------------------------------------------------------------------------------
5 Workplace Code of Conduct Against Against ShrHoldr
05/05/05 - A MBIA Inc. *MBI* 55262C100 03/11/05 1,600
1 Elect Directors For For Mgmt
2 Approve Executive Incentive Bonus Plan For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Remove Supermajority Vote Requirement For For Mgmt
5 Permit to Act by Written Consent For For Mgmt
6 Ratify Auditors For For Mgmt
05/11/05 - A McDonald's Corp. *MCD* 580135101 03/14/05 32,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Genetically Modified Organisms Against Against ShrHoldr
04/26/05 - A MeadWestvaco Corp. *MWV* 583334107 03/01/05 15,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Require a Majority Vote for the Election Against Against ShrHoldr
of Directors
05/31/05 - A MEDCO Health Solutions Inc *MHS* 58405U102 04/04/05 14,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Approve Qualified Employee Stock Purchase For For Mgmt
Plan
5 Approve Executive Incentive Bonus Plan For For Mgmt
04/26/05 - A Merck & Co., Inc. *MRK* 589331107 02/25/05 24,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Prohibit Awards to Executives Against Against ShrHoldr
4 Limit Executive Compensation Against Against ShrHoldr
5 Eliminate Animal Testing Against Against ShrHoldr
6 Separate Chairman and CEO Positions Against For ShrHoldr
7 Report on Product Availability in Canada Against Against ShrHoldr
8 Report on Political Contributions Against Against ShrHoldr
9 Report on Operational Impact of Against Against ShrHoldr
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 11
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Wilshire VIT Socially Responsible Fund /03743051 - 037-43051
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ----------------------------------------------------------------------------------------------------------------------------
HIV/AIDS, TB, and Malaria Pandemic
04/22/05 - A Merrill Lynch & Co., Inc. *MER* 590188108 02/22/05 13,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Non-Employee Director Restricted Stock For For Mgmt
Plan
4 Provide for Cumulative Voting Against Against ShrHoldr
5 Limit Executive Compensation Against Against ShrHoldr
04/26/05 - A Metlife, Inc *MET* 59156R108 03/01/05 12,850
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Establish Other Board Committee Against Against ShrHoldr
05/12/05 - A MGIC Investment Corp. *MTG* 552848103 03/11/05 6,500
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Approve Executive Incentive Bonus Plan For For Mgmt
4 Ratify Auditors For For Mgmt
11/09/04 - A Microsoft Corp. *MSFT* 594918104 09/10/04 11,600
1 Elect Directors For For Mgmt
2 Amend Bundled Compensation Plans For For Mgmt
3 Amend Bundled Compensation Plans For For Mgmt
4 Amend Stock Option Plan For For Mgmt
5 Ratify Auditors For For Mgmt
01/20/05 - A Monsanto Co. *MON* 61166W101 11/22/04 16,300
1 Elect Directors For Split Mgmt
1.1 Elect Director John W. Bachmann --- For
1.2 Elect Director William U. Parfet --- Withhold
1.3 Elect Director George H. Poste --- Withhold
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Report on Genetically Modified Organisms Against Against ShrHoldr
5 Report on Export of Hazardous Pesticides Against Against ShrHoldr
6 Adopt Human Rights Policy Against Against ShrHoldr
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 12
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Wilshire VIT Socially Responsible Fund /03743051 - 037-43051
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ----------------------------------------------------------------------------------------------------------------------------
7 Eliminate Animal Testing Against Against ShrHoldr
03/15/05 - A Morgan Stanley *MWD* 617446448 01/14/05 13,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors For For Mgmt
4 Limit Executive Compensation Against Against ShrHoldr
04/26/05 - A National City Corp. *NCC* 635405103 03/04/05 19,400
1 Elect Directors For For Mgmt
2 Ratify Auditor For For Mgmt
05/11/05 - A Newell Rubbermaid Inc. *NWL* 651229106 03/15/05 20,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors Against For ShrHoldr
05/24/05 - A Nordstrom, Inc. *JWN* 655664100 03/16/05 4,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/12/05 - A Norfolk Southern Corp. *NSC* 655844108 03/07/05 21,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Approve Executive Incentive Bonus Plan For For Mgmt
06/29/05 - A Nortel Networks Corp. *NT.* 656568102 05/02/05 75,700
Management Proposals
1 Elect Directors For For Mgmt
2 Ratify Deloitte & Touche LLP as Auditors For For Mgmt
3 Approve Adoption of the Nortel U.S. Stock For For Mgmt
Purchase Plan, the Nortel Global Stock Purchase
Plan, and the Nortel Stock Purchase Plan for
Members of the Nortel Savings and Retirement
Program
4 Approve Adoption of Nortel 2005 Stock Incentive For For Mgmt
Plan
Shareholder Proposals
5 Require Shareholder Approval of the Against Against ShrHoldr
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 13
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Wilshire VIT Socially Responsible Fund /03743051 - 037-43051
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ----------------------------------------------------------------------------------------------------------------------------
Compensation of the Ten Highest Paid Executives
6 Exclude Senior Executive's Bonuses From Against Against ShrHoldr
Calculation of Pensions
7 Require List of Nominees for Board of Directors Against Against ShrHoldr
To Have a Minimum of 25% More Candidates Than
There Are Spaces to Fill
8 Roll Back the Salary Level of All Senior Against Against ShrHoldr
Executives to Their Salary Level on Jan. 1,
1998
9 Take Legal or other Appropriate Action to Get Against Against ShrHoldr
Back Bonus and Salary Increases Given to Senior
Executives (Past and Present) From 1998 through
2004
10 Take Legal or other Appropriate Action to Against Against ShrHoldr
Exclude Executives (Past and Present)Bonuses
and Salary Increases from 1998 through 2004
from Their Pensions Calculation
11 Take Legal or other Appropriate Action to Get Against Against ShrHoldr
Back Compensation and Perks Paid to Board of
Directors (former and present) From 1998
through 2004
12 Require Economy Class for All Business Travel Against Against ShrHoldr
of All Senior Executives, Company Employees,
and Board of Directors
13 Allow Shareholders in Attendance at AGM to Against Against ShrHoldr
Elect Two Additional Directors to the Board in
Addition to the Slate of Candidates Proposed by
the Existing Board of Director's Nominating
Committee at the AGM
14 Take Legal or other Appropriate Actions to Get Against Against ShrHoldr
Back Fees Paid to External Auditors From 1998
through 2004; Require Future Auditor's Fees To
Be Approved by Shareholders at AGM
15 Require Nortel To Provide Letter to Regulatory Against Against ShrHoldr
Agencies With Information The Agencies Should
Have Been Looking For to Protect Shareholders
of Publicly Traded Companies
05/10/05 - A Northeast Utilities *NU* 664397106 03/11/05 15,400
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Articles For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 14
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Wilshire VIT Socially Responsible Fund /03743051 - 037-43051
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ----------------------------------------------------------------------------------------------------------------------------
05/13/05 - A Office Depot, Inc. *ODP* 676220106 03/10/05 24,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Review/Limit Executive Compensation Against Against ShrHoldr
4 Require a Majority Vote for the Election of Against For ShrHoldr
Directors
10/27/04 - A Parker-Hannifin Corp. *PH* 701094104 08/31/04 8,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Non-Employee Director Omnibus Stock Plan For For Mgmt
05/10/05 - A Partnerre Ltd (frm. Partnerre Holdings Ltd. ) *PRE* G6852T105 03/21/05 900
Meeting for Holders of ADR's
1 Elect Directors For For Mgmt
2 TO APPROVE THE PARTNERRE LTD. 2005 EMPLOYEE For For Mgmt
EQUITY PLAN AND THE RESERVATION OF 1,000,000
ADDITIONAL COMMON SHARES FOR ISSUANCE UNDER THE
2005 EMPLOYEE EQUITY PLAN.
3 TO APPROVE AN INCREASE IN THE AUTHORIZED SHARE For For Mgmt
CAPITAL OF THE COMPANY FROM US$150,000,000 TO
US$200,000,000 BY THE CREATION OF 50,000,000
UNDESIGNATED SHARES PAR VALUE US$1.00 PER
SHARE.
4 Ratify Auditors For For Mgmt
5 Other Business For Against Mgmt
05/04/05 - A PepsiCo, Inc. *PEP* 713448108 03/11/05 9,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Corporate Political Contributions Against Against ShrHoldr
04/26/05 - A PNC Financial Services Group, Inc. *PNC* 693475105 02/28/05 3,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 15
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Wilshire VIT Socially Responsible Fund /03743051 - 037-43051
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ----------------------------------------------------------------------------------------------------------------------------
04/21/05 - A PPG Industries, Inc. *PPG* 693506107 02/22/05 9,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/22/05 - A PPL Corp. *PPL* 69351T106 02/28/05 11,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/07/05 - A Prudential Financial Inc *PRU* 744320102 04/11/05 9,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Declassify the Board of Directors For For Mgmt
4 Approve Qualified Employee Stock Purchase Plan For For Mgmt
09/02/04 - A Quantum Corp. *DSS* 747906204 07/06/04 24,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/25/05 - A Safeway Inc. *SWY* 786514208 03/28/05 20,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Provide for Cumulative Voting Against Against ShrHoldr
4 Seek Sale of Company Against Against ShrHoldr
5 Separate Chairman and CEO Positions Against Against ShrHoldr
6 Prepare a Sustainability Report Against Against ShrHoldr
7 Limit Awards to Executives Against Against ShrHoldr
8 Require a Majority Vote for the Election of Against For ShrHoldr
Directors
9 Limit Composition of Committee(s) to Against Against ShrHoldr
Independent Directors
10 Proposal Regarding the Office of The Board of Against Against ShrHoldr
Directors
02/28/05 - A Sanmina-SCI Corp. *SANM* 800907107 01/03/05 19,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
10/28/04 - A Sara Lee Corp. *SLE* 803111103 09/01/04 22,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Charitable Contributions Against Against ShrHoldr
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 16
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Wilshire VIT Socially Responsible Fund /03743051 - 037-43051
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ----------------------------------------------------------------------------------------------------------------------------
04/29/05 - A SBC Communications Inc. *SBC* 78387G103 03/01/05 25,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Nonqualified Employee Stock Purchase Plan For For Mgmt
4 Report on Political Contributions Against Against ShrHoldr
5 Report on Executive Compensation Against Against ShrHoldr
6 Performance- Based/Indexed Options Against Against ShrHoldr
7 Adopt Simple Majority Vote Against For ShrHoldr
04/05/05 - A Sempra Energy *SRE* 816851109 02/18/05 14,500
1 Elect Directors For Split Mgmt
1.1 Elect Director Richard A. Collato --- Withhold
1.2 Elect Director Denise K. Fletcher --- For
1.3 Elect Director William C. Rusnack --- Withhold
1.4 Elect Director William P. Rutledge --- Withhold
2 Ratify Auditors For For Mgmt
3 Approve Option Expensing Against For ShrHoldr
4 Declassify the Board of Directors Against For ShrHoldr
5 Performance-Based/Indexed Options Against Against ShrHoldr
6 Submit Shareholder Rights Plan (Poison Pill) to Against For ShrHoldr
Shareholder Vote
05/11/05 - A Smurfit - Stone Container Corp. *SSCC* 832727101 03/14/05 24,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
01/13/05 - A Solectron Corp. *SLR* 834182107 11/18/04 70,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
10/28/04 - S SouthTrust Corp. 844730101 09/21/04 18,700
1 Approve Merger Agreement For For Mgmt
05/06/05 - A SPX Corp. *SPW* 784635104 03/18/05 8,700
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 17
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Wilshire VIT Socially Responsible Fund /03743051 - 037-43051
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ----------------------------------------------------------------------------------------------------------------------------
04/27/05 - A Storage Technology Corp. *STK* 862111200 03/04/05 2,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Provide for Cumulative Voting Against Against ShrHoldr
4 Inclusion of Abstention Votes to the Total Against Against ShrHoldr
Number of Votes Cast for a Proposal
09/15/04 - S SunTrust Banks, Inc. *STI* 867914103 07/30/04 8,600
1 Approve Merger Agreement For For Mgmt
2 Adjourn Meeting For For Mgmt
04/19/05 - A SunTrust Banks, Inc. *STI* 867914103 02/25/05 9,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Management Incentive Plan For For Mgmt
4 Approve Performance Unit Plan For For Mgmt
06/15/05 - A SUPERVALU Inc. *SVU* 868536103 04/18/05 13,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Omnibus Stock Plan For For Mgmt
4 Require a Majority Vote for the Election of Against For ShrHoldr
Directors
05/18/05 - A Target Corporation *TGT* 87612E106 03/21/05 7,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
06/07/05 - A Tech Data Corp. *TECD* 878237106 04/11/05 9,500
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
04/21/05 - A Tellabs, Inc. *TLAB* 879664100 02/22/05 42,100
1 Elect Directors For For Mgmt
2 Approve Qualified Employee Stock Purchase Plan For For Mgmt
3 Ratify Auditors For For Mgmt
05/06/05 - A Temple-Inland Inc. *TIN* 879868107 03/09/05 7,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 18
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Wilshire VIT Socially Responsible Fund /03743051 - 037-43051
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ----------------------------------------------------------------------------------------------------------------------------
05/17/05 - A The Allstate Corp. *ALL* 020002101 03/18/05 20,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Provide for Cumulative Voting Against Against ShrHoldr
04/26/05 - A The Chubb Corp. *CB* 171232101 03/07/05 7,600
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/19/05 - A The Coca-Cola Company *KO* 191216100 02/22/05 3,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Review Labor Rights in Columbia Against Against ShrHoldr
4 Performance- Based/Indexed Options Against For ShrHoldr
5 Submit Severance Agreement to Shareholder Vote Against For ShrHoldr
05/12/05 - A The Dow Chemical Company *DOW* 260543103 03/14/05 9,900
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Report on Persistent Bioaccumulative and Toxic Against Against ShrHoldr
Chemicals
05/10/05 - A The Gap, Inc. *GPS* 364760108 03/14/05 17,100
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Amend Executive Incentive Bonus Plan For For Mgmt
04/06/05 - A The Goldman Sachs Group, Inc. *GS* 38141G104 02/07/05 7,600
1 Elect Directors For For Mgmt
2 Declassify the Board of Directors For For Mgmt
3 Ratify Auditors For For Mgmt
05/18/05 - A The Hartford Financial Services Group, Inc. *HIG* 416515104 03/22/05 10,300
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Amend Executive Incentive Bonus Plan For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 19
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Wilshire VIT Socially Responsible Fund /03743051 - 037-43051
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ----------------------------------------------------------------------------------------------------------------------------
06/23/05 - A The Kroger Co. *KR* 501044101 04/25/05 33,300
1 Elect Directors For With- Mgmt
hold
2 Approve Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Eliminate super-majority provision Against For ShrHoldr
5 Report on Feasibility of Improving Animal Against Against ShrHoldr
Welfare Standards
6 Submit Severance Agreement (Change-in-Control) Against For ShrHoldr
to Shareholder Vote
07/28/04 - A The St. Paul Travelers Companies, Inc. *STA* 792860108 06/04/04 22,860
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
05/03/05 - A The St. Paul Travelers Companies, Inc. *STA* 792860108 03/11/05 22,860
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
02/11/05 - A The Walt Disney Company *DIS* 254687106 12/17/04 5,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Prohibit Greenmail Payments Against For ShrHoldr
5 Report on Vendor Standards in China Against Against ShrHoldr
04/28/05 - A Torchmark Corp. *TMK* 891027104 03/04/05 10,500
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Non-Employee Director Stock Option Plan For For Mgmt
4 Approve Omnibus Stock Plan For For Mgmt
5 Make Effort to Locate Women and Minorities for Against Against ShrHoldr
Board Nomination
03/10/05 - A Tyco International Ltd. *TYC* 902124106 01/10/05 20,100
Meeting for Holders of ADRs
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/19/05 - A U.S. Bancorp *USB* 902973304 02/28/05 45,600
1 Elect Directors For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 20
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Wilshire VIT Socially Responsible Fund /03743051 - 037-43051
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
2 Ratify Auditors For For Mgmt
3 Reduce Supermajority Vote Requirement For For Mgmt
4 Performance- Based/Indexed Options Against For ShrHoldr
5 Prohibit Auditor from Providing Non-Audit Against For ShrHoldr
Services
05/05/05 - A Verizon Communications *VZ* 92343V104 03/07/05 45,500
1 Elect Directors For Split Mgmt
1.1 Elect Director James R. Barker --- For
1.2 Elect Director Richard L. Carrion --- For
1.3 Elect Director Robert W. Lane --- For
1.4 Elect Director Sandra O. Moose --- For
1.5 Elect Director Joseph Neubauer --- Withhold
1.6 Elect Director Thomas H. O' Brien --- For
1.7 Elect Director Hugh B. Price --- For
1.8 Elect Director Ivan G. Seidenberg --- For
1.9 Elect Director Walter V. Shipley --- For
1.10 Elect Director John R. Stafford --- For
1.11 Elect Director Robert D. Storey --- For
2 Ratify Auditors For For Mgmt
3 Provide for Cumulative Voting Against Against ShrHoldr
4 Require a Majority Vote for the Election of Against For ShrHoldr
Directors
5 Require Majority of Independent Directors on Against Against ShrHoldr
Board
6 Separate Chairman and CEO Positions Against For ShrHoldr
7 Amend Director/Officer Liability/ Against Against ShrHoldr
Indemnifications Provisions
8 Report on Political Contributions Against Against ShrHoldr
05/10/05 - A Vishay Intertechnology, Inc. *VSH* 928298108 04/01/05 1,800
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
05/13/05 - A Vulcan Materials Co. *VMC* 929160109 03/21/05 9,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
10/28/04 - S Wachovia Corp. *WB* 929903102 08/20/04 33,500
1 Approve Merger Agreement For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 21
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Wilshire VIT Socially Responsible Fund /03743051 - 037-43051
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ----------------------------------------------------------------------------------------------------------------------------
04/19/05 - A Wachovia Corp. *WB* 929903102 02/16/05 34,943
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/19/05 - A Washington Mutual, Inc *WM* 939322103 02/28/05 23,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
04/26/05 - A Wells Fargo & Company *WFC* 949746101 03/08/05 18,700
1 Elect Directors For For Mgmt
2 Amend Omnibus Stock Plan For For Mgmt
3 Ratify Auditors For For Mgmt
4 Adopt Policy on Payday Lenders Against Against ShrHoldr
5 Link Executive Compensation to Predatory Against Against ShrHoldr
Lending
6 Performance- Based/Indexed Options Against Against ShrHoldr
7 Limit Executive Compensation Against Against ShrHoldr
8 Separate Chairman and CEO Positions Against For ShrHoldr
04/21/05 - A Weyerhaeuser Co. *WY* 962166104 02/25/05 7,200
1 Elect Directors For Split Mgmt
1.1 Elect Director D. Michael Steuart --- For
1.2 Elect Director Martha R. Ingram --- Withhold
1.3 Elect Director John I. Kieckhefer --- Withhold
1.4 Elect Director Arnold G. Langbo --- Withhold
1.5 Elect Director Charles R. Williamson --- For
2 Expense Stock Options Against For ShrHoldr
3 Declassify the Board of Directors Against For ShrHoldr
4 Performance- Based/Indexed Options Against Against ShrHoldr
5 Report on Eliminating the Purchase of Against Against ShrHoldr
Timber from National Forests
6 Ratify Auditors For For Mgmt
05/05/05 - A Wisconsin Energy Corp. *WEC* 976657106 02/25/05 17,000
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 22
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
Wilshire VIT Socially Responsible Fund /03743051 - 037-43051
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- ----------------------------------------------------------------------------------------------------------------------------
04/21/05 - A Wyeth *WYE* 983024100 03/04/05 12,200
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 Approve Omnibus Stock Plan For For Mgmt
4 Review and Report on Drug Reimportation Policy Against Against ShrHoldr
5 Separate Chairman and CEO Positions Against For ShrHoldr
6 Report on Political Contributions Against Against ShrHoldr
7 Discontinue Promotion of Premarin and Against Against ShrHoldr
Report on Animal Testing
05/25/05 - A Xcel Energy Inc. *XEL* 98389B100 03/28/05 14,200
1 Elect Directors For For Mgmt
2 Approve Omnibus Stock Plan For For Mgmt
3 Approve Executive Incentive Bonus Plan For For Mgmt
4 Ratify Auditors For For Mgmt
04/29/05 - A Xl Capital Ltd (Formerly Exel Ltd.) *XL* G98255105 03/14/05 5,000
Meeting for Holders of ADR's
1 Elect Directors For For Mgmt
2 Ratify Auditors For For Mgmt
3 TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE For For Mgmt
COMPANY S 1991 PERFORMANCE INCENTIVE PROGRAM.
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 23
Small Cap Growth Fund
Name Ticker SecurityID MeetingDate RecordDate MorS
- ---------------------------------------- ------ ---------- ----------- ---------- ----
Cirrus Logic, Inc. CRUS 172755100 07/29/04 06/02/04 M
Cirrus Logic, Inc. CRUS 172755100 07/29/04 06/02/04 M
Cirrus Logic, Inc. CRUS 172755100 07/29/04 06/02/04 M
Cirrus Logic, Inc. CRUS 172755100 07/29/04 06/02/04 M
Cirrus Logic, Inc. CRUS 172755100 07/29/04 06/02/04 M
Cirrus Logic, Inc. CRUS 172755100 07/29/04 06/02/04 M
Cirrus Logic, Inc. CRUS 172755100 07/29/04 06/02/04 M
Cirrus Logic, Inc. CRUS 172755100 07/29/04 06/02/04 M
Cirrus Logic, Inc. CRUS 172755100 07/29/04 06/02/04 M
TiVo Inc. TIVO 888706108 08/04/04 06/09/04 M
TiVo Inc. TIVO 888706108 08/04/04 06/09/04 M
TiVo Inc. TIVO 888706108 08/04/04 06/09/04 M
TiVo Inc. TIVO 888706108 08/04/04 06/09/04 M
TiVo Inc. TIVO 888706108 08/04/04 06/09/04 M
Corporate Executive Board Co. (The) EXBD 21988R102 07/28/04 06/23/04 M
Corporate Executive Board Co. (The) EXBD 21988R102 07/28/04 06/23/04 M
Corporate Executive Board Co. (The) EXBD 21988R102 07/28/04 06/23/04 M
Corporate Executive Board Co. (The) EXBD 21988R102 07/28/04 06/23/04 M
Corporate Executive Board Co. (The) EXBD 21988R102 07/28/04 06/23/04 M
Corporate Executive Board Co. (The) EXBD 21988R102 07/28/04 06/23/04 M
Corporate Executive Board Co. (The) EXBD 21988R102 07/28/04 06/23/04 M
Corporate Executive Board Co. (The) EXBD 21988R102 07/28/04 06/23/04 M
Airgas, Inc. ARG 009363102 08/04/04 06/21/04 M
Airgas, Inc. ARG 009363102 08/04/04 06/21/04 M
Airgas, Inc. ARG 009363102 08/04/04 06/21/04 M
Airgas, Inc. ARG 009363102 08/04/04 06/21/04 M
Airgas, Inc. ARG 009363102 08/04/04 06/21/04 M
Taro Pharmaceuticals Industries M8737E108 08/05/04 06/28/04 M
Taro Pharmaceuticals Industries M8737E108 08/05/04 06/28/04 M
Taro Pharmaceuticals Industries M8737E108 08/05/04 06/28/04 M
Taro Pharmaceuticals Industries M8737E108 08/05/04 06/28/04 M
Taro Pharmaceuticals Industries M8737E108 08/05/04 06/28/04 M
Taro Pharmaceuticals Industries M8737E108 08/05/04 06/28/04 M
Taro Pharmaceuticals Industries M8737E108 08/05/04 06/28/04 M
Taro Pharmaceuticals Industries M8737E108 08/05/04 06/28/04 M
Taro Pharmaceuticals Industries M8737E108 08/05/04 06/28/04 M
Taro Pharmaceuticals Industries M8737E108 08/05/04 06/28/04 M
Taro Pharmaceuticals Industries M8737E108 08/05/04 06/28/04 M
Taro Pharmaceuticals Industries M8737E108 08/05/04 06/28/04 M
Catalina Marketing Corp. POS 148867104 08/19/04 07/06/04 M
Catalina Marketing Corp. POS 148867104 08/19/04 07/06/04 M
Catalina Marketing Corp. POS 148867104 08/19/04 07/06/04 M
Catalina Marketing Corp. POS 148867104 08/19/04 07/06/04 M
Catalina Marketing Corp. POS 148867104 08/19/04 07/06/04 M
Catalina Marketing Corp. POS 148867104 08/19/04 07/06/04 M
Catalina Marketing Corp. POS 148867104 08/19/04 07/06/04 M
SKILLSOFT PLC [formerly Smartforce Plc SKIL 830928107 08/27/04 07/16/04 M
(frm.Cbt Group Plc)]
SKILLSOFT PLC [formerly Smartforce Plc SKIL 830928107 08/27/04 07/16/04 M
(frm.Cbt Group Plc)]
SKILLSOFT PLC [formerly Smartforce Plc SKIL 830928107 08/27/04 07/16/04 M
(frm.Cbt Group Plc)]
SKILLSOFT PLC [formerly Smartforce Plc SKIL 830928107 08/27/04 07/16/04 M
(frm.Cbt Group Plc)]
SKILLSOFT PLC [formerly Smartforce Plc SKIL 830928107 08/27/04 07/16/04 M
(frm.Cbt Group Plc)]
SKILLSOFT PLC [formerly Smartforce Plc SKIL 830928107 08/27/04 07/16/04 M
(frm.Cbt Group Plc)]
SKILLSOFT PLC [formerly Smartforce Plc SKIL 830928107 08/27/04 07/16/04 M
(frm.Cbt Group Plc)]
DiamondCluster International, Inc. DTPI 25278P106 09/14/04 07/19/04 M
DiamondCluster International, Inc. DTPI 25278P106 09/14/04 07/19/04 M
DiamondCluster International, Inc. DTPI 25278P106 09/14/04 07/19/04 M
DiamondCluster International, Inc. DTPI 25278P106 09/14/04 07/19/04 M
Mentor Corp. MNT 587188103 09/15/04 07/20/04 M
Mentor Corp. MNT 587188103 09/15/04 07/20/04 M
Name ItemDesc MgtRecVote VoteCast
- ---------------------------------------- ------------------------------------- ---------- --------
Cirrus Logic, Inc. Elect Director Michael L. Hackworth For For
Cirrus Logic, Inc. Elect Director David D. French For For
Cirrus Logic, Inc. Elect Director D. James Guzy For For
Cirrus Logic, Inc. Elect Director Suhas S. Patil For For
Cirrus Logic, Inc. Elect Director Walden C. Rhines For For
Cirrus Logic, Inc. Elect Director William D. Sherman For For
Cirrus Logic, Inc. Elect Director Robert H. Smith For For
Cirrus Logic, Inc. Ratify Auditors For For
Cirrus Logic, Inc. Other Business For For
TiVo Inc. Elect Director Charles B. Fruit For For
TiVo Inc. Elect Director Mark W. Perry For For
TiVo Inc. Elect Director Thomas S. Rogers For For
TiVo Inc. Elect Director David M. Zaslav For For
TiVo Inc. Ratify Auditors For For
Corporate Executive Board Co. (The) Elect Director James J. Mcgonigle For For
Corporate Executive Board Co. (The) Elect Director Robert C. Hall For For
Corporate Executive Board Co. (The) Elect Director Nancy J. Karch For For
Corporate Executive Board Co. (The) Elect Director David W. Kenny For For
Corporate Executive Board Co. (The) Elect Director Daniel O. Leemon For For
Corporate Executive Board Co. (The) Elect Director Thomas L. Monahan III For For
Corporate Executive Board Co. (The) Approve Omnibus Stock Plan For For
Corporate Executive Board Co. (The) Ratify Auditors For For
Airgas, Inc. Elect Director W. Thacher Brown For For
Airgas, Inc. Elect Director Peter Mccausland For For
Airgas, Inc. Elect Director Richard C. Ill For For
Airgas, Inc. Amend Non-Employee Director Omnibus Stock Plan For For
Airgas, Inc. Ratify Auditors For For
Taro Pharmaceuticals Industries Elect Director Heather Douglas For For
Taro Pharmaceuticals Industries Elect Director Michael Friedman For For
Taro Pharmaceuticals Industries Elect Director Eric Johnston For For
Taro Pharmaceuticals Industries Elect Director Gad Keren For For
Taro Pharmaceuticals Industries Elect Director Barrie Levitt For For
Taro Pharmaceuticals Industries Elect Director Tal Levitt For For
Taro Pharmaceuticals Industries Elect Director Daniel Moros For For
Taro Pharmaceuticals Industries Elect Director Myron Strober For For
Taro Pharmaceuticals Industries Ratify Auditors For For
Taro Pharmaceuticals Industries APPROVE THE AUDITORS REPORT AND CONSOLIDATED FINANCIAL
STATEMENTS OF THE COMPANY FOR THE YEAR ENDED DECEMBER 31, 2003. For For
Taro Pharmaceuticals Industries APPROVE AN AMENDMENT TO THE COMPANY S 1999 STOCK INCENTIVE PLAN
AUTHORIZING THE GRANT OF STOCK OPTIONS TO THE COMPANY S
INDEPENDENT DIRECTORS. For For
Taro Pharmaceuticals Industries APPROVE THE GRANT OF STOCK OPTIONS TO THE COMPANY S INDEPENDENT
DIRECTORS. For For
Catalina Marketing Corp. Elect Director Peter T. Tattle For
Catalina Marketing Corp. Elect Director Edward S (Ned) Dunn, Jr For
Catalina Marketing Corp. Elect Director Eugene P. Beard For
Catalina Marketing Corp. Amend Omnibus Stock Plan For
Catalina Marketing Corp. Proposal to Allow Awards to Employees of Non-Corporate
Subsidiaries. For
Catalina Marketing Corp. Approve Employee Stock Purchase Plan For
Catalina Marketing Corp. Ratify Auditors For
SKILLSOFT PLC [formerly Smartforce Plc TO RECEIVE AND CONSIDER THE CONSOLIDATED FINANCIAL STATEMENTS
(frm.Cbt Group Plc)] OF THE COMPANY FOR THE FISCAL YEAR ENDED JANUARY 31, 2004 AND
THE REPORT OF THE DIRECTORS AND AUDITOR THEREON. For For
SKILLSOFT PLC [formerly Smartforce Plc TO RE-ELECT AS DIRECTOR MR. JAMES KRZYWICKI WHO RETIRES BY
(frm.Cbt Group Plc)] ROTATION AND, BEING ELIGIBLE, OFFERS HIMSELF FOR RE-ELECTION. For For
SKILLSOFT PLC [formerly Smartforce Plc TO RE-ELECT AS DIRECTOR DR FERDINAND VON PRONDZYNSKI WHO
(frm.Cbt Group Plc)] RETIRES BY ROTATION AND, BEING ELIGIBLE, OFFERS HIMSELF FOR
RE-ELECTION. For For
SKILLSOFT PLC [formerly Smartforce Plc TO ELECT AS A DIRECTOR MR. WILLIAM F. MEAGHER, JR., WHO WAS
(frm.Cbt Group Plc)] APPOINTED AS A DIRECTOR IN MARCH 2004. For For
SKILLSOFT PLC [formerly Smartforce Plc TO AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO
(frm.Cbt Group Plc)] FIX THE REMUNERATION OF THE COMPANY S AUDITOR AND ACCOUNTANTS. For For
SKILLSOFT PLC [formerly Smartforce Plc THAT THE COMPANY S 2004 EMPLOYEE SHARE PURCHASE PLAN (THE 2004
(frm.Cbt Group Plc)] ESPP) BE AND IT IS HEREBY ADOPTED. For For
SKILLSOFT PLC [formerly Smartforce Plc THAT, SUBJECT TO COMPLIANCE WITH ALL APPLICABLE LAWS, THE TERMS
(frm.Cbt Group Plc)] OF A SHARE REPURCHASE AGREEMENT PROPOSED TO BE ENTERED INTO
BETWEEN THE COMPANY AND CREDIT SUISSE FIRST BOSTON LLC BE AND
THE SAME HEREBY ARE APPROVED AND AUTHORIZED. For For
DiamondCluster International, Inc. Elect Director Melvyn E. Bergstein For For
DiamondCluster International, Inc. Elect Director Mark L. Gordon For For
DiamondCluster International, Inc. Elect Director Pauline A. Schneider For For
DiamondCluster International, Inc. Elect Director John J. Sviokla For For
Mentor Corp. Approve Increase in Size of Board For For
Mentor Corp. Elect Director Christopher J. Conway For For
Mentor Corp. Elect Director Walter W. Faster For For
Mentor Corp. MNT 587188103 09/15/04 07/20/04 M
Mentor Corp. MNT 587188103 09/15/04 07/20/04 M
Mentor Corp. MNT 587188103 09/15/04 07/20/04 M
Mentor Corp. MNT 587188103 09/15/04 07/20/04 M
Mentor Corp. MNT 587188103 09/15/04 07/20/04 M
Mentor Corp. MNT 587188103 09/15/04 07/20/04 M
Mentor Corp. MNT 587188103 09/15/04 07/20/04 M
Mentor Corp. MNT 587188103 09/15/04 07/20/04 M
Mentor Corp. MNT 587188103 09/15/04 07/20/04 M
Mentor Corp. MNT 587188103 09/15/04 07/20/04 M
Mentor Corp. MNT 587188103 09/15/04 07/20/04 M
Verity, Inc. VRTY 92343C106 09/30/04 08/11/04 M
Verity, Inc. VRTY 92343C106 09/30/04 08/11/04 M
Verity, Inc. VRTY 92343C106 09/30/04 08/11/04 M
Verity, Inc. VRTY 92343C106 09/30/04 08/11/04 M
Verity, Inc. VRTY 92343C106 09/30/04 08/11/04 M
SKILLSOFT PLC [formerly Smartforce Plc SKIL 830928107 09/24/04 08/30/04 M
(frm.Cbt Group Plc)]
Scientific Games Corporation SGMS 80874P109 09/28/04 09/01/04 M
Scientific Games Corporation SGMS 80874P109 09/28/04 09/01/04 M
Scientific Games Corporation SGMS 80874P109 09/28/04 09/01/04 M
Scientific Games Corporation SGMS 80874P109 09/28/04 09/01/04 M
Scientific Games Corporation SGMS 80874P109 09/28/04 09/01/04 M
Scientific Games Corporation SGMS 80874P109 09/28/04 09/01/04 M
Scientific Games Corporation SGMS 80874P109 09/28/04 09/01/04 M
Scientific Games Corporation SGMS 80874P109 09/28/04 09/01/04 M
Scientific Games Corporation SGMS 80874P109 09/28/04 09/01/04 M
Scientific Games Corporation SGMS 80874P109 09/28/04 09/01/04 M
Modem Media , Inc. 607533106 10/14/04 09/09/04 M
Modem Media , Inc. 607533106 10/14/04 09/09/04 M
Digitas, Inc DTAS 25388K104 10/14/04 09/09/04 M
Digitas, Inc DTAS 25388K104 10/14/04 09/09/04 M
McData Corporation MCDT 580031201 10/27/04 09/03/04 M
McData Corporation MCDT 580031201 10/27/04 09/03/04 M
McData Corporation MCDT 580031201 10/27/04 09/03/04 M
McData Corporation MCDT 580031201 10/27/04 09/03/04 M
McData Corporation MCDT 580031201 10/27/04 09/03/04 M
Inveresk Research Group, Inc 461238107 10/20/04 09/13/04 M
Inveresk Research Group, Inc 461238107 10/20/04 09/13/04 M
LAWSON SOFTWARE INC LWSN 520780107 10/28/04 09/10/04 M
LAWSON SOFTWARE INC LWSN 520780107 10/28/04 09/10/04 M
LAWSON SOFTWARE INC LWSN 520780107 10/28/04 09/10/04 M
LAWSON SOFTWARE INC LWSN 520780107 10/28/04 09/10/04 M
LAWSON SOFTWARE INC LWSN 520780107 10/28/04 09/10/04 M
LAWSON SOFTWARE INC LWSN 520780107 10/28/04 09/10/04 M
LAWSON SOFTWARE INC LWSN 520780107 10/28/04 09/10/04 M
LAWSON SOFTWARE INC LWSN 520780107 10/28/04 09/10/04 M
Pinnacle Systems, Inc. PCLE 723481107 10/27/04 09/15/04 M
Pinnacle Systems, Inc. PCLE 723481107 10/27/04 09/15/04 M
Pinnacle Systems, Inc. PCLE 723481107 10/27/04 09/15/04 M
Pinnacle Systems, Inc. PCLE 723481107 10/27/04 09/15/04 M
Pinnacle Systems, Inc. PCLE 723481107 10/27/04 09/15/04 M
Pinnacle Systems, Inc. PCLE 723481107 10/27/04 09/15/04 M
Pinnacle Systems, Inc. PCLE 723481107 10/27/04 09/15/04 M
Pinnacle Systems, Inc. PCLE 723481107 10/27/04 09/15/04 M
Pinnacle Systems, Inc. PCLE 723481107 10/27/04 09/15/04 M
Pinnacle Systems, Inc. PCLE 723481107 10/27/04 09/15/04 M
Pinnacle Systems, Inc. PCLE 723481107 10/27/04 09/15/04 M
Watson Wyatt & Company Holdings WW 942712100 11/19/04 10/01/04 M
Watson Wyatt & Company Holdings WW 942712100 11/19/04 10/01/04 M
Watson Wyatt & Company Holdings WW 942712100 11/19/04 10/01/04 M
Accredo Health, Inc. ACDO 00437V104 11/22/04 10/08/04 M
Mentor Corp. Elect Director Eugene G. Glover For For
Mentor Corp. Elect Director Michael Nakonechny For For
Mentor Corp. Elect Director Ronald J. Rossi For For
Mentor Corp. Elect Director Jeffrey W. Ubben For For
Mentor Corp. Elect Director Richard W. Young For For
Mentor Corp. Elect Director Michael L. Emmons For For
Mentor Corp. Elect Director Joshua H. Levine For For
Mentor Corp. Elect Director Adel Michael For For
Mentor Corp. Elect Director Joseph E. Whitters For For
Mentor Corp. Ratify Auditors For For
Verity, Inc. Elect Director Karl C. Powell, Jr. For For
Verity, Inc. Elect Director Gary J. Sbona For For
Verity, Inc. Elect Director John G. Schwarz For For
Verity, Inc. Amend Employee Stock Purchase Plan For For
Verity, Inc. Ratify Auditors For For
SKILLSOFT PLC [formerly Smartforce Plc TO APPROVE THE TERMS OF A SHARE PURCHASE AGREEMENT TO BE
(frm.Cbt Group Plc)] ENTERED INTO AMONG SKILLSOFT PUBLIC LIMITED COMPANY, CBT
(TECHNOLOGY) LIMITED, A SUBSIDIARY OF THE COMPANY, CBT FINANCE
LIMITED, A SUBSIDIARY OF THE COMPANY, AND CREDIT SUISSE FIRST
BOSTON LLC. For For
Scientific Games Corporation Elect Director A. Lorne Weil For For
Scientific Games Corporation Elect Director Peter A. Cohen For For
Scientific Games Corporation Elect Director Colin J. O'Brien For For
Scientific Games Corporation Elect Director Ronald O. Perelman For For
Scientific Games Corporation Elect Director Howard Gittis For For
Scientific Games Corporation Elect Director Barry F. Schwartz For For
Scientific Games Corporation Elect Director Eric M. Turner For For
Scientific Games Corporation Elect Director Sir Brian G. Wolfson For For
Scientific Games Corporation Elect Director Joseph R. Wright, Jr. For For
Scientific Games Corporation Ratify Auditors For For
Modem Media , Inc. Approve Merger Agreement For For
Modem Media , Inc. Adjourn Meeting For For
Digitas, Inc Approve Merger Agreement For For
Digitas, Inc Adjourn Meeting For For
McData Corporation Elect Director John A. Kelley For For
McData Corporation Elect Director John W. Gerdelman For For
McData Corporation Elect Director Betsy S. Atkins For For
McData Corporation Ratify Auditors For For
McData Corporation Amend Omnibus Stock Plan For For
Inveresk Research Group, Inc Approve Merger Agreement For For
Inveresk Research Group, Inc Adjourn Meeting For For
LAWSON SOFTWARE INC Elect Director John J. Coughlan For For
LAWSON SOFTWARE INC Elect Director David J. Eskra For For
LAWSON SOFTWARE INC Elect Director David R. Hubers For For
LAWSON SOFTWARE INC Elect Director Thomas G. Hudson For For
LAWSON SOFTWARE INC Elect Director Richard D. Kreysar For For
LAWSON SOFTWARE INC Elect Director H. Richard Lawson For For
LAWSON SOFTWARE INC Elect Director Michael A. Rocca For For
LAWSON SOFTWARE INC Ratify Auditors For For
Pinnacle Systems, Inc. Elect Director L. Gregory Ballard For For
Pinnacle Systems, Inc. Elect Director Ajay Chopra For For
Pinnacle Systems, Inc. Elect Director Teresa Dial For For
Pinnacle Systems, Inc. Elect Director Robert J. Finocchio, Jr. For For
Pinnacle Systems, Inc. Elect Director Patti S. Hart For For
Pinnacle Systems, Inc. Elect Director L. William Krause For For
Pinnacle Systems, Inc. Elect Director John C. Lewis For For
Pinnacle Systems, Inc. Elect Director Harry Motro For For
Pinnacle Systems, Inc. Ratify Auditors For For
Pinnacle Systems, Inc. Amend Non-Employee Director Stock Option Plan For For
Pinnacle Systems, Inc. Amend Employee Stock Purchase Plan For For
Watson Wyatt & Company Holdings Elect Director R. Michael McCullough For For
Watson Wyatt & Company Holdings Elect Director Paul N. Thornton For For
Watson Wyatt & Company Holdings Amend Non-Employee Director Omnibus Stock Plan For For
Accredo Health, Inc. Elect Director William Edward Evans For For
Accredo Health, Inc. ACDO 00437V104 11/22/04 10/08/04 M
Accredo Health, Inc. ACDO 00437V104 11/22/04 10/08/04 M
Accredo Health, Inc. ACDO 00437V104 11/22/04 10/08/04 M
Accredo Health, Inc. ACDO 00437V104 11/22/04 10/08/04 M
Education Management Corp. EDMC 28139T101 11/23/04 09/30/04 M
Education Management Corp. EDMC 28139T101 11/23/04 09/30/04 M
Education Management Corp. EDMC 28139T101 11/23/04 09/30/04 M
Education Management Corp. EDMC 28139T101 11/23/04 09/30/04 M
Education Management Corp. EDMC 28139T101 11/23/04 09/30/04 M
The Bisys Group, Inc. BSG 055472104 11/11/04 09/17/04 M
The Bisys Group, Inc. BSG 055472104 11/11/04 09/17/04 M
The Bisys Group, Inc. BSG 055472104 11/11/04 09/17/04 M
The Bisys Group, Inc. BSG 055472104 11/11/04 09/17/04 M
The Bisys Group, Inc. BSG 055472104 11/11/04 09/17/04 M
The Bisys Group, Inc. BSG 055472104 11/11/04 09/17/04 M
The Bisys Group, Inc. BSG 055472104 11/11/04 09/17/04 M
The Bisys Group, Inc. BSG 055472104 11/11/04 09/17/04 M
The Bisys Group, Inc. BSG 055472104 11/11/04 09/17/04 M
Medicis Pharmaceutical Corp. MRX 584690309 11/17/04 10/08/04 M
Medicis Pharmaceutical Corp. MRX 584690309 11/17/04 10/08/04 M
Medicis Pharmaceutical Corp. MRX 584690309 11/17/04 10/08/04 M
Medicis Pharmaceutical Corp. MRX 584690309 11/17/04 10/08/04 M
Medicis Pharmaceutical Corp. MRX 584690309 11/17/04 10/08/04 M
Coldwater Creek Inc. CWTR 193068103 12/08/04 10/21/04 M
United Natural Foods, Inc. UNFI 911163103 12/01/04 10/04/04 M
United Natural Foods, Inc. UNFI 911163103 12/01/04 10/04/04 M
United Natural Foods, Inc. UNFI 911163103 12/01/04 10/04/04 M
United Natural Foods, Inc. UNFI 911163103 12/01/04 10/04/04 M
United Natural Foods, Inc. UNFI 911163103 12/01/04 10/04/04 M
Actuant Corp ATU 00508X203 01/10/05 11/17/04 M
Actuant Corp ATU 00508X203 01/10/05 11/17/04 M
Actuant Corp ATU 00508X203 01/10/05 11/17/04 M
Actuant Corp ATU 00508X203 01/10/05 11/17/04 M
Actuant Corp ATU 00508X203 01/10/05 11/17/04 M
Actuant Corp ATU 00508X203 01/10/05 11/17/04 M
Actuant Corp ATU 00508X203 01/10/05 11/17/04 M
Actuant Corp ATU 00508X203 01/10/05 11/17/04 M
Actuant Corp ATU 00508X203 01/10/05 11/17/04 M
Herley Industries, Inc. HRLY 427398102 01/20/05 11/22/04 M
Herley Industries, Inc. HRLY 427398102 01/20/05 11/22/04 M
Laidlaw International, Inc. LI 50730R102 02/08/05 12/16/04 M
Laidlaw International, Inc. LI 50730R102 02/08/05 12/16/04 M
Laidlaw International, Inc. LI 50730R102 02/08/05 12/16/04 M
Laidlaw International, Inc. LI 50730R102 02/08/05 12/16/04 M
Argosy Gaming Co. AGY 040228108 01/20/05 12/16/04 M
Argosy Gaming Co. AGY 040228108 01/20/05 12/16/04 M
Jacobs Engineering Group Inc. JEC 469814107 02/08/05 01/03/05 M
Jacobs Engineering Group Inc. JEC 469814107 02/08/05 01/03/05 M
Jacobs Engineering Group Inc. JEC 469814107 02/08/05 01/03/05 M
Jacobs Engineering Group Inc. JEC 469814107 02/08/05 01/03/05 M
Jacobs Engineering Group Inc. JEC 469814107 02/08/05 01/03/05 M
Quanex Corp. NX 747620102 02/24/05 01/05/05 M
Quanex Corp. NX 747620102 02/24/05 01/05/05 M
Learning Tree International, Inc. LTRE 522015106 03/08/05 01/14/05 M
Learning Tree International, Inc. LTRE 522015106 03/08/05 01/14/05 M
Microsemi Corp. MSCC 595137100 02/23/05 01/07/05 M
Microsemi Corp. MSCC 595137100 02/23/05 01/07/05 M
Microsemi Corp. MSCC 595137100 02/23/05 01/07/05 M
Microsemi Corp. MSCC 595137100 02/23/05 01/07/05 M
Microsemi Corp. MSCC 595137100 02/23/05 01/07/05 M
Microsemi Corp. MSCC 595137100 02/23/05 01/07/05 M
Accredo Health, Inc. Elect Director Nancy-Ann Deparle For For
Accredo Health, Inc. Elect Director Kenneth R. Masterson For For
Accredo Health, Inc. Ratify Auditors For For
Accredo Health, Inc. Amend Omnibus Stock Plan For For
Education Management Corp. Elect Director Michael J. Emmi For For
Education Management Corp. Elect Director Martin L. Garcia For For
Education Management Corp. Elect Director Jerry L. Johnson For For
Education Management Corp. Elect Director Miryam L. Knutson For For
Education Management Corp. Ratify Auditors For For
The Bisys Group, Inc. Elect Director Denis A. Bovin For For
The Bisys Group, Inc. Elect Director Robert J. Casale For For
The Bisys Group, Inc. Elect Director Thomas A. Cooper For For
The Bisys Group, Inc. Elect Director Russell P. Fradin For For
The Bisys Group, Inc. Elect Director Richard J. Haviland For For
The Bisys Group, Inc. Elect Director Paula G. Mcinerney For For
The Bisys Group, Inc. Elect Director Joseph J. Melone For For
The Bisys Group, Inc. Approve Employee Stock Purchase Plan For For
The Bisys Group, Inc. Ratify Auditors For For
Medicis Pharmaceutical Corp. Elect Director Jonah Shacknai For For
Medicis Pharmaceutical Corp. Elect Director Michael A. Pietrangelo For For
Medicis Pharmaceutical Corp. Elect Director Lottie H. Shackelford For For
Medicis Pharmaceutical Corp. Approve Stock Option Plan For For
Medicis Pharmaceutical Corp. Ratify Auditors For For
Coldwater Creek Inc. Increase Authorized Common Stock For For
United Natural Foods, Inc. Elect Director Gordon D. Barker For For
United Natural Foods, Inc. Elect Director Gail A. Graham For For
United Natural Foods, Inc. Elect Director Thomas B. Simone For For
United Natural Foods, Inc. Approve Omnibus Stock Plan For For
United Natural Foods, Inc. Ratify Auditors For For
Actuant Corp Elect Director Robert C. Arzbaecher For For
Actuant Corp Elect Director Gustav H.P. Boel For For
Actuant Corp Elect Director Thomas J. Fischer For For
Actuant Corp Elect Director William K. Hall For For
Actuant Corp Elect Director Kathleen J. Hempel For For
Actuant Corp Elect Director Robert A. Peterson For For
Actuant Corp Elect Director William P. Sovey For For
Actuant Corp Elect Director Larry Yost For For
Actuant Corp Approve Executive Incentive Bonus Plan For For
Herley Industries, Inc. Elect Director Myron Levy For For
Herley Industries, Inc. Elect Director Dr. Edward A. Bogucz For For
Laidlaw International, Inc. Elect Director Richard R. Randazzo For For
Laidlaw International, Inc. Elect Director Carroll R. Wetzel, Jr. For For
Laidlaw International, Inc. Amend Omnibus Stock Plan For For
Laidlaw International, Inc. Approve Executive Incentive Bonus Plan For For
Argosy Gaming Co. Approve Merger Agreement For For
Argosy Gaming Co. Other Business For For
Jacobs Engineering Group Inc. Elect Director Dr. Dale R. Laurance For For
Jacobs Engineering Group Inc. Elect Director Linda Fayne Levinson For For
Jacobs Engineering Group Inc. Elect Director Craig L. Martin For For
Jacobs Engineering Group Inc. Amend Omnibus Stock Plan For For
Jacobs Engineering Group Inc. Ratify Auditors For For
Quanex Corp. Elect Director Susan F. Davis For For
Quanex Corp. Elect Director Russell M. Flaum For For
Learning Tree International, Inc. Elect Director Howard A. Bain III For For
Learning Tree International, Inc. Elect Director Curtis A. Hessler For For
Microsemi Corp. Elect Director Dennis R. Leibel For For
Microsemi Corp. Elect Director James J. Peterson For For
Microsemi Corp. Elect Director Thomas R. Anderson For For
Microsemi Corp. Elect Director Harold A. Blomquist For For
Microsemi Corp. Elect Director William E. Bendush For For
Microsemi Corp. Elect Director William L. Healey For For
Microsemi Corp. MSCC 595137100 02/23/05 01/07/05 M
Microsemi Corp. MSCC 595137100 02/23/05 01/07/05 M
Hologic, Inc. HOLX 436440101 02/28/05 01/06/05 M
Hologic, Inc. HOLX 436440101 02/28/05 01/06/05 M
Hologic, Inc. HOLX 436440101 02/28/05 01/06/05 M
Hologic, Inc. HOLX 436440101 02/28/05 01/06/05 M
Hologic, Inc. HOLX 436440101 02/28/05 01/06/05 M
Hologic, Inc. HOLX 436440101 02/28/05 01/06/05 M
Hologic, Inc. HOLX 436440101 02/28/05 01/06/05 M
Tetra Tech, Inc. TTEK 88162G103 03/01/05 01/05/05 M
Tetra Tech, Inc. TTEK 88162G103 03/01/05 01/05/05 M
Tetra Tech, Inc. TTEK 88162G103 03/01/05 01/05/05 M
Tetra Tech, Inc. TTEK 88162G103 03/01/05 01/05/05 M
Tetra Tech, Inc. TTEK 88162G103 03/01/05 01/05/05 M
Tetra Tech, Inc. TTEK 88162G103 03/01/05 01/05/05 M
Tetra Tech, Inc. TTEK 88162G103 03/01/05 01/05/05 M
Maximus Inc. MMS 577933104 03/22/05 01/21/05 S
Advanced Digital Information Corp. ADIC 007525108 03/10/05 01/12/05 M
Advanced Digital Information Corp. ADIC 007525108 03/10/05 01/12/05 M
Martek Biosciences Corp. MATK 572901106 03/17/05 01/21/05 M
Martek Biosciences Corp. MATK 572901106 03/17/05 01/21/05 M
Martek Biosciences Corp. MATK 572901106 03/17/05 01/21/05 M
Agrium Inc. AGU. 008916108 05/09/05 03/17/05 M
Agrium Inc. AGU. 008916108 05/09/05 03/17/05 M
Agrium Inc. AGU. 008916108 05/09/05 03/17/05 M
Agrium Inc. AGU. 008916108 05/09/05 03/17/05 M
Agrium Inc. AGU. 008916108 05/09/05 03/17/05 M
Agrium Inc. AGU. 008916108 05/09/05 03/17/05 M
Agrium Inc. AGU. 008916108 05/09/05 03/17/05 M
Agrium Inc. AGU. 008916108 05/09/05 03/17/05 M
Agrium Inc. AGU. 008916108 05/09/05 03/17/05 M
Agrium Inc. AGU. 008916108 05/09/05 03/17/05 M
Agrium Inc. AGU. 008916108 05/09/05 03/17/05 M
Agrium Inc. AGU. 008916108 05/09/05 03/17/05 M
Agrium Inc. AGU. 008916108 05/09/05 03/17/05 M
Reebok International Ltd. RBK 758110100 05/03/05 02/22/05 M
Reebok International Ltd. RBK 758110100 05/03/05 02/22/05 M
Reebok International Ltd. RBK 758110100 05/03/05 02/22/05 M
Reebok International Ltd. RBK 758110100 05/03/05 02/22/05 M
Reebok International Ltd. RBK 758110100 05/03/05 02/22/05 M
Reebok International Ltd. RBK 758110100 05/03/05 02/22/05 M
Reebok International Ltd. RBK 758110100 05/03/05 02/22/05 M
Reebok International Ltd. RBK 758110100 05/03/05 02/22/05 M
Progress Software Corp. PRGS 743312100 04/21/05 02/25/05 M
Progress Software Corp. PRGS 743312100 04/21/05 02/25/05 M
Progress Software Corp. PRGS 743312100 04/21/05 02/25/05 M
Progress Software Corp. PRGS 743312100 04/21/05 02/25/05 M
Progress Software Corp. PRGS 743312100 04/21/05 02/25/05 M
Progress Software Corp. PRGS 743312100 04/21/05 02/25/05 M
Progress Software Corp. PRGS 743312100 04/21/05 02/25/05 M
Argosy Gaming Co. AGY 040228108 04/26/05 03/01/05 M
Argosy Gaming Co. AGY 040228108 04/26/05 03/01/05 M
Argosy Gaming Co. AGY 040228108 04/26/05 03/01/05 M
Argosy Gaming Co. AGY 040228108 04/26/05 03/01/05 M
PLATINUM UNDERWRITERS HOLDINGS LTD PTP G7127P100 04/26/05 03/10/05 M
PLATINUM UNDERWRITERS HOLDINGS LTD PTP G7127P100 04/26/05 03/10/05 M
PLATINUM UNDERWRITERS HOLDINGS LTD PTP G7127P100 04/26/05 03/10/05 M
PLATINUM UNDERWRITERS HOLDINGS LTD PTP G7127P100 04/26/05 03/10/05 M
PLATINUM UNDERWRITERS HOLDINGS LTD PTP G7127P100 04/26/05 03/10/05 M
PLATINUM UNDERWRITERS HOLDINGS LTD PTP G7127P100 04/26/05 03/10/05 M
PLATINUM UNDERWRITERS HOLDINGS LTD PTP G7127P100 04/26/05 03/10/05 M
Microsemi Corp. Elect Director Paul F. Folino For For
Microsemi Corp. Ratify Auditors For For
Hologic, Inc. Elect Director John W. Cumming For For
Hologic, Inc. Elect Director Irwin Jacobs For For
Hologic, Inc. Elect Director David R. Lavance, Jr. For For
Hologic, Inc. Elect Director Nancy L. Leaming For For
Hologic, Inc. Elect Director Arthur G. Lerner For For
Hologic, Inc. Elect Director Glenn P. Muir For For
Hologic, Inc. Elect Director Jay A. Stein For For
Tetra Tech, Inc. Elect Directors Li-San Hwang For For
Tetra Tech, Inc. Elect Directors Daniel A. Whalen For For
Tetra Tech, Inc. Elect Directors J. Christopher Lewis For For
Tetra Tech, Inc. Elect Directors Hugh M. Grant For For
Tetra Tech, Inc. Elect Directors Patrick C. Haden For For
Tetra Tech, Inc. Elect Directors Richard H. Truly For For
Tetra Tech, Inc. Ratify Auditors For For
Maximus Inc.
Advanced Digital Information Corp. Elect Director John W. Stanton For For
Advanced Digital Information Corp. Elect Director Peter H. Van Oppen For For
Martek Biosciences Corp. Elect Director Henry Linsert, Jr. For For
Martek Biosciences Corp. Elect Director Sandra Panem, Ph.D. For For
Martek Biosciences Corp. Amend Omnibus Stock Plan For For
Agrium Inc. Elect Director Neil Carragher For For
Agrium Inc. Elect Director Ralph S. Cunningham For For
Agrium Inc. Elect Director D. Grant Devine For For
Agrium Inc. Elect Director Germaine Gibara For For
Agrium Inc. Elect Director Susan A. Henry For For
Agrium Inc. Elect Director Russell J. Horner For For
Agrium Inc. Elect Director Frank W. King For For
Agrium Inc. Elect Director Frank W. Proto For For
Agrium Inc. Elect Director Harry G. Schaefer For For
Agrium Inc. Elect Director Michael M. Wilson For For
Agrium Inc. Elect Director Victor J. Zaleschuk For For
Agrium Inc. Ratify KPMG LLP as Auditors For For
Agrium Inc. Amend Stock Option and Tandem SAR Plan For For
Reebok International Ltd. Elect Director Norman Axelrod For For
Reebok International Ltd. Elect Director Paul R. Duncan For For
Reebok International Ltd. Elect Director Richard G. Lesser For For
Reebok International Ltd. Elect Director Deval L. Patrick For For
Reebok International Ltd. Elect Director Paul B. Fireman For For
Reebok International Ltd. Elect Director Dorothy E. Puhy For For
Reebok International Ltd. Elect Director Thomas M. Ryan For For
Reebok International Ltd. Ratify Auditors For For
Progress Software Corp. Fix Number of Directors For For
Progress Software Corp. Elect Director Joseph W. Alsop For For
Progress Software Corp. Elect Director Larry R. Harris For For
Progress Software Corp. Elect Director Roger J. Heinen, Jr. For For
Progress Software Corp. Elect Director Michael L. Mark For For
Progress Software Corp. Elect Director Scott A. McGregor For For
Progress Software Corp. Elect Director Amram Rasiel For For
Argosy Gaming Co. Elect Director William F. Cellini For For
Argosy Gaming Co. Elect Director Michael W. Scott For For
Argosy Gaming Co. Elect Director Richard J. Glasier For For
Argosy Gaming Co. Other Business For For
PLATINUM UNDERWRITERS HOLDINGS LTD Elect Director H. Furlong Baldwin For For
PLATINUM UNDERWRITERS HOLDINGS LTD Elect Director Jonathan F. Bank For For
PLATINUM UNDERWRITERS HOLDINGS LTD Elect Director Dan R. Carmichael For For
PLATINUM UNDERWRITERS HOLDINGS LTD Elect Director Neill A. Currie For For
PLATINUM UNDERWRITERS HOLDINGS LTD Elect Director Robert V. Deutsch For For
PLATINUM UNDERWRITERS HOLDINGS LTD Elect Director Gregory E.A. Morrison For For
PLATINUM UNDERWRITERS HOLDINGS LTD Elect Director Steven H. Newman For For
PLATINUM UNDERWRITERS HOLDINGS LTD PTP G7127P100 04/26/05 03/10/05 M
PLATINUM UNDERWRITERS HOLDINGS LTD PTP G7127P100 04/26/05 03/10/05 M
Bucyrus International, Inc. BUCY 118759109 04/14/05 03/14/05 M
Bucyrus International, Inc. BUCY 118759109 04/14/05 03/14/05 M
Bucyrus International, Inc. BUCY 118759109 04/14/05 03/14/05 M
Bucyrus International, Inc. BUCY 118759109 04/14/05 03/14/05 M
Navigant Consulting Inc. NCI 63935N107 05/04/05 03/10/05 M
Navigant Consulting Inc. NCI 63935N107 05/04/05 03/10/05 M
Navigant Consulting Inc. NCI 63935N107 05/04/05 03/10/05 M
Navigant Consulting Inc. NCI 63935N107 05/04/05 03/10/05 M
Navigant Consulting Inc. NCI 63935N107 05/04/05 03/10/05 M
TETRA Technologies, Inc. TTI 88162F105 05/10/05 03/14/05 M
TETRA Technologies, Inc. TTI 88162F105 05/10/05 03/14/05 M
TETRA Technologies, Inc. TTI 88162F105 05/10/05 03/14/05 M
TETRA Technologies, Inc. TTI 88162F105 05/10/05 03/14/05 M
TETRA Technologies, Inc. TTI 88162F105 05/10/05 03/14/05 M
Hudson Highland Group, Inc. HHGP 443792106 05/06/05 03/16/05 M
Hudson Highland Group, Inc. HHGP 443792106 05/06/05 03/16/05 M
Hudson Highland Group, Inc. HHGP 443792106 05/06/05 03/16/05 M
Hudson Highland Group, Inc. HHGP 443792106 05/06/05 03/16/05 M
Digitas, Inc DTAS 25388K104 05/12/05 03/17/05 M
Digitas, Inc DTAS 25388K104 05/12/05 03/17/05 M
Digitas, Inc DTAS 25388K104 05/12/05 03/17/05 M
Digitas, Inc DTAS 25388K104 05/12/05 03/17/05 M
Oceaneering International, Inc. OII 675232102 05/10/05 03/21/05 M
Oceaneering International, Inc. OII 675232102 05/10/05 03/21/05 M
Oceaneering International, Inc. OII 675232102 05/10/05 03/21/05 M
Oceaneering International, Inc. OII 675232102 05/10/05 03/21/05 M
Alpha Natural Resources, Inc. ANR 02076X102 04/27/05 03/25/05 M
Alpha Natural Resources, Inc. ANR 02076X102 04/27/05 03/25/05 M
Alpha Natural Resources, Inc. ANR 02076X102 04/27/05 03/25/05 M
Alpha Natural Resources, Inc. ANR 02076X102 04/27/05 03/25/05 M
Alpha Natural Resources, Inc. ANR 02076X102 04/27/05 03/25/05 M
Alpha Natural Resources, Inc. ANR 02076X102 04/27/05 03/25/05 M
Alpha Natural Resources, Inc. ANR 02076X102 04/27/05 03/25/05 M
Alpha Natural Resources, Inc. ANR 02076X102 04/27/05 03/25/05 M
Alpha Natural Resources, Inc. ANR 02076X102 04/27/05 03/25/05 M
Charles River Laboratories CRL 159864107 05/09/05 03/11/05 M
International, Inc.
Charles River Laboratories CRL 159864107 05/09/05 03/11/05 M
International, Inc.
Charles River Laboratories CRL 159864107 05/09/05 03/11/05 M
International, Inc.
Charles River Laboratories CRL 159864107 05/09/05 03/11/05 M
International, Inc.
Charles River Laboratories CRL 159864107 05/09/05 03/11/05 M
International, Inc.
Charles River Laboratories CRL 159864107 05/09/05 03/11/05 M
International, Inc.
Charles River Laboratories CRL 159864107 05/09/05 03/11/05 M
International, Inc.
Charles River Laboratories CRL 159864107 05/09/05 03/11/05 M
International, Inc.
Charles River Laboratories CRL 159864107 05/09/05 03/11/05 M
International, Inc.
Charles River Laboratories CRL 159864107 05/09/05 03/11/05 M
International, Inc.
Energy Partners, Ltd EPL 29270U105 05/12/05 03/16/05 M
Energy Partners, Ltd EPL 29270U105 05/12/05 03/16/05 M
Energy Partners, Ltd EPL 29270U105 05/12/05 03/16/05 M
Energy Partners, Ltd EPL 29270U105 05/12/05 03/16/05 M
Energy Partners, Ltd EPL 29270U105 05/12/05 03/16/05 M
Energy Partners, Ltd EPL 29270U105 05/12/05 03/16/05 M
Energy Partners, Ltd EPL 29270U105 05/12/05 03/16/05 M
Energy Partners, Ltd EPL 29270U105 05/12/05 03/16/05 M
Energy Partners, Ltd EPL 29270U105 05/12/05 03/16/05 M
Energy Partners, Ltd EPL 29270U105 05/12/05 03/16/05 M
Energy Partners, Ltd EPL 29270U105 05/12/05 03/16/05 M
Energy Partners, Ltd EPL 29270U105 05/12/05 03/16/05 M
Pediatrix Medical Group, Inc. PDX 705324101 05/06/05 03/15/05 M
Pediatrix Medical Group, Inc. PDX 705324101 05/06/05 03/15/05 M
PLATINUM UNDERWRITERS HOLDINGS LTD Elect Director Peter T. Pruitt For For
PLATINUM UNDERWRITERS HOLDINGS LTD TO CONSIDER AND TAKE ACTION UPON A PROPOSAL TO RATIFY THE
SELECTION OF KPMG LLP AS THE COMPANY S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE 2005 FISCAL YEAR.
Bucyrus International, Inc. Elect Director R.A. Crutcher, Phd For For
Bucyrus International, Inc. Elect Director R.W. Korthals For For
Bucyrus International, Inc. Elect Director G.E. Little For For
Bucyrus International, Inc. Ratify Auditors For For
Navigant Consulting Inc. Elect Director William M. Goodyear For For
Navigant Consulting Inc. Elect Director Valerie B. Jarrett For For
Navigant Consulting Inc. Increase Authorized Common Stock For For
Navigant Consulting Inc. Approve Omnibus Stock Plan For For
Navigant Consulting Inc. Ratify Auditors For For
TETRA Technologies, Inc. Elect Director Hoyt Ammidon, Jr. For For
TETRA Technologies, Inc. Elect Director Kenneth P. Mitchell For For
TETRA Technologies, Inc. Elect Director Kenneth E. White, Jr. For For
TETRA Technologies, Inc. Ratify Auditors For For
TETRA Technologies, Inc. Approve Omnibus Stock Plan For For
Hudson Highland Group, Inc. Elect Director Richard W. Pehlke For For
Hudson Highland Group, Inc. Elect Director Rene Schuster For For
Hudson Highland Group, Inc. Amend Omnibus Stock Plan For For
Hudson Highland Group, Inc. Ratify Auditors For For
Digitas, Inc Elect Director Arthur Kern For For
Digitas, Inc Elect Director Gail J. McGovern For For
Digitas, Inc Approve Qualified Employee Stock Purchase Plan For For
Digitas, Inc Ratify Auditors For For
Oceaneering International, Inc. Elect Director T. Jay Collins For For
Oceaneering International, Inc. Elect Director D. Michael Hughes For For
Oceaneering International, Inc. Approve Omnibus Stock Plan For For
Oceaneering International, Inc. Ratify Auditors For For
Alpha Natural Resources, Inc. Elect Director E. Linn Draper Jr. For For
Alpha Natural Resources, Inc. Elect Director Glenn A. Eisenberg For For
Alpha Natural Resources, Inc. Elect Director John W. Fox Jr. For For
Alpha Natural Resources, Inc. Elect Director Alex T. Krueger For For
Alpha Natural Resources, Inc. Elect Director Fritz R. Kundrun For For
Alpha Natural Resources, Inc. Elect Director William E. Macaulay For For
Alpha Natural Resources, Inc. Elect Director Hans J. Mende For For
Alpha Natural Resources, Inc. Elect Director Michael J. Quillen For For
Alpha Natural Resources, Inc. Ratify Auditors For For
Charles River Laboratories Elect Director James C. Foster For For
International, Inc.
Charles River Laboratories Elect Director Stephen D. Chubb For For
International, Inc.
Charles River Laboratories Elect Director George E. Massaro For For
International, Inc.
Charles River Laboratories Elect Director Linda McGoldrick For For
International, Inc.
Charles River Laboratories Elect Director George M. Milne, Jr. For For
International, Inc.
Charles River Laboratories Elect Director Douglas E. Rogers For For
International, Inc.
Charles River Laboratories Elect Director Samuel O. Thier For For
International, Inc.
Charles River Laboratories Elect Director William H. Waltrip For For
International, Inc.
Charles River Laboratories Amend Omnibus Stock Plan For For
International, Inc.
Charles River Laboratories Ratify Auditors For For
International, Inc.
Energy Partners, Ltd Elect Director Richard A. Bachmann For For
Energy Partners, Ltd Elect Director John C. Bumgarner, Jr. For For
Energy Partners, Ltd Elect Director Jerry D. Carlisle For For
Energy Partners, Ltd Elect Director Harold D. Carter For For
Energy Partners, Ltd Elect Director Enoch L. Dawkins For For
Energy Partners, Ltd Elect Director Robert D. Gershen For For
Energy Partners, Ltd Elect Director William R. Herrin For For
Energy Partners, Ltd Elect Director William O. Hiltz For For
Energy Partners, Ltd Elect Director John G. Phillips For For
Energy Partners, Ltd Elect Director Dr. Norman D. Francis For For
Energy Partners, Ltd Amend Non-Employee Director Omnibus Stock Plan For For
Energy Partners, Ltd Ratify Auditors For For
Pediatrix Medical Group, Inc. Elect Director Cesar L. Alvarez For For
Pediatrix Medical Group, Inc. Elect Director Waldemar A. Carlo, M.D. For For
Pediatrix Medical Group, Inc. PDX 705324101 05/06/05 03/15/05 M
Pediatrix Medical Group, Inc. PDX 705324101 05/06/05 03/15/05 M
Pediatrix Medical Group, Inc. PDX 705324101 05/06/05 03/15/05 M
Pediatrix Medical Group, Inc. PDX 705324101 05/06/05 03/15/05 M
Pediatrix Medical Group, Inc. PDX 705324101 05/06/05 03/15/05 M
Pediatrix Medical Group, Inc. PDX 705324101 05/06/05 03/15/05 M
Werner Enterprises, Inc. WERN 950755108 05/10/05 03/21/05 M
Werner Enterprises, Inc. WERN 950755108 05/10/05 03/21/05 M
Werner Enterprises, Inc. WERN 950755108 05/10/05 03/21/05 M
Werner Enterprises, Inc. WERN 950755108 05/10/05 03/21/05 M
Werner Enterprises, Inc. WERN 950755108 05/10/05 03/21/05 S
Iomega Corp. IOM 462030305 05/11/05 03/15/05 M
Iomega Corp. IOM 462030305 05/11/05 03/15/05 M
Iomega Corp. IOM 462030305 05/11/05 03/15/05 M
Iomega Corp. IOM 462030305 05/11/05 03/15/05 M
Iomega Corp. IOM 462030305 05/11/05 03/15/05 M
Iomega Corp. IOM 462030305 05/11/05 03/15/05 M
Iomega Corp. IOM 462030305 05/11/05 03/15/05 M
Iomega Corp. IOM 462030305 05/11/05 03/15/05 M
Ascential Software Corp. 04362P207 04/29/05 03/29/05 M
Ascential Software Corp. 04362P207 04/29/05 03/29/05 M
Borland Software corp. BORL 099849101 05/13/05 03/31/05 M
Borland Software corp. BORL 099849101 05/13/05 03/31/05 M
Borland Software corp. BORL 099849101 05/13/05 03/31/05 M
Borland Software corp. BORL 099849101 05/13/05 03/31/05 M
Borland Software corp. BORL 099849101 05/13/05 03/31/05 M
Borland Software corp. BORL 099849101 05/13/05 03/31/05 M
ADTRAN, Inc. ADTN 00738A106 05/18/05 03/21/05 M
ADTRAN, Inc. ADTN 00738A106 05/18/05 03/21/05 M
ADTRAN, Inc. ADTN 00738A106 05/18/05 03/21/05 M
ADTRAN, Inc. ADTN 00738A106 05/18/05 03/21/05 M
ADTRAN, Inc. ADTN 00738A106 05/18/05 03/21/05 M
ADTRAN, Inc. ADTN 00738A106 05/18/05 03/21/05 M
ADTRAN, Inc. ADTN 00738A106 05/18/05 03/21/05 M
ADTRAN, Inc. ADTN 00738A106 05/18/05 03/21/05 M
ADTRAN, Inc. ADTN 00738A106 05/18/05 03/21/05 M
International Securities Exchange Inc ISE 46031W204 05/11/05 03/29/05 M
International Securities Exchange Inc ISE 46031W204 05/11/05 03/29/05 M
International Securities Exchange Inc ISE 46031W204 05/11/05 03/29/05 M
International Securities Exchange Inc ISE 46031W204 05/11/05 03/29/05 M
International Securities Exchange Inc ISE 46031W204 05/11/05 03/29/05 M
International Securities Exchange Inc ISE 46031W204 05/11/05 03/29/05 M
Labor Ready, Inc. LRW 505401208 05/18/05 03/28/05 M
Labor Ready, Inc. LRW 505401208 05/18/05 03/28/05 M
Labor Ready, Inc. LRW 505401208 05/18/05 03/28/05 M
Labor Ready, Inc. LRW 505401208 05/18/05 03/28/05 M
Labor Ready, Inc. LRW 505401208 05/18/05 03/28/05 M
Labor Ready, Inc. LRW 505401208 05/18/05 03/28/05 M
Labor Ready, Inc. LRW 505401208 05/18/05 03/28/05 M
Labor Ready, Inc. LRW 505401208 05/18/05 03/28/05 M
Labor Ready, Inc. LRW 505401208 05/18/05 03/28/05 M
Nabi Biopharmaceuticals NABI 629519109 05/13/05 03/25/05 M
Nabi Biopharmaceuticals NABI 629519109 05/13/05 03/25/05 M
Nabi Biopharmaceuticals NABI 629519109 05/13/05 03/25/05 M
Nabi Biopharmaceuticals NABI 629519109 05/13/05 03/25/05 M
Nabi Biopharmaceuticals NABI 629519109 05/13/05 03/25/05 M
Nabi Biopharmaceuticals NABI 629519109 05/13/05 03/25/05 M
Nabi Biopharmaceuticals NABI 629519109 05/13/05 03/25/05 M
West Marine, Inc. WMAR 954235107 05/11/05 03/22/05 M
West Marine, Inc. WMAR 954235107 05/11/05 03/22/05 M
West Marine, Inc. WMAR 954235107 05/11/05 03/22/05 M
Pediatrix Medical Group, Inc. Elect Director Michael B. Fernandez For For
Pediatrix Medical Group, Inc. Elect Director Roger K. Freeman, M.D. For For
Pediatrix Medical Group, Inc. Elect Director Paul G. Gabos For For
Pediatrix Medical Group, Inc. Elect Director Roger J. Medel M.D. For For
Pediatrix Medical Group, Inc. Elect Director Lawrence M. Mullen For For
Pediatrix Medical Group, Inc. Elect Director Enrique J. Sosa, Ph. D. For For
Werner Enterprises, Inc. Elect Director Gary L. Werner For For
Werner Enterprises, Inc. Elect Director Gregory L. Werner For For
Werner Enterprises, Inc. Elect Director Michael L. Steinbach For For
Werner Enterprises, Inc. Amend Articles For Against
Werner Enterprises, Inc. Make Effort to Locate Women and Minorities for Board Nomination Against Against
Iomega Corp. Elect Director Robert P. Berkowitz For For
Iomega Corp. Elect Director Bruce B. Darling For For
Iomega Corp. Elect Director Stephen N. David For For
Iomega Corp. Elect Director Margaret L. Hardin For For
Iomega Corp. Elect Director Jonathan S. Huberman For For
Iomega Corp. Elect Director Werner T. Heid For For
Iomega Corp. Elect Director John E. Nolan For For
Iomega Corp. Approve Non-Employee Director Stock Option Plan For For
Ascential Software Corp. Approve Merger Agreement For For
Ascential Software Corp. Adjourn Meeting For For
Borland Software corp. Elect Director John F. Olsen For For
Borland Software corp. Elect Director Gregory W. Slayton For For
Borland Software corp. Declassify the Board of Directors For Against
Borland Software corp. Amend Omnibus Stock Plan For For
Borland Software corp. Amend Qualified Employee Stock Purchase Plan For For
Borland Software corp. Ratify Auditors For For
ADTRAN, Inc. Elect Director Mark C. Smith For For
ADTRAN, Inc. Elect Director Howard A. Thrailkill For For
ADTRAN, Inc. Elect Director Richard A. Anderson For For
ADTRAN, Inc. Elect Director W. Frank Blount For For
ADTRAN, Inc. Elect Director H. Fenwick Huss For For
ADTRAN, Inc. Elect Director William L. Marks For For
ADTRAN, Inc. Elect Director Roy J. Nichols For For
ADTRAN, Inc. Ratify Auditors For For
ADTRAN, Inc. Amend Non-Employee Director Stock Option Plan For For
International Securities Exchange Inc Elect Director Barbara Diamond For For
International Securities Exchange Inc Elect Director Mark P. Kritzman For For
International Securities Exchange Inc Elect Director Ivers W. Riley For For
International Securities Exchange Inc Elect Director R. Schmalensee, Ph.D. For For
International Securities Exchange Inc Elect Director David Krell For For
International Securities Exchange Inc Ratify Auditors For For
Labor Ready, Inc. Elect Director Robert J. Sullivan For For
Labor Ready, Inc. Elect Director Joseph P. Sambataro, Jr. For For
Labor Ready, Inc. Elect Director Thomas E. McChesney For For
Labor Ready, Inc. Elect Director Carl W. Schafer For For
Labor Ready, Inc. Elect Director Gates McKibbin For For
Labor Ready, Inc. Elect Director William W. Steele For For
Labor Ready, Inc. Elect Director Keith Grinstein For For
Labor Ready, Inc. Ratify Auditors For For
Labor Ready, Inc. Approve Omnibus Stock Plan For For
Nabi Biopharmaceuticals Elect Director David L. Castaldi For For
Nabi Biopharmaceuticals Elect Director Geoffrey F. Cox, Ph.D. For For
Nabi Biopharmaceuticals Elect Director George W. Ebright For For
Nabi Biopharmaceuticals Elect Director Richard A. Harvey, Jr. For For
Nabi Biopharmaceuticals Elect Director Linda Jenckes For For
Nabi Biopharmaceuticals Elect Director Thomas H. McLain For For
Nabi Biopharmaceuticals Elect Director Stephen G. Sudovar For For
West Marine, Inc. Elect Director Randolph K. Repass For For
West Marine, Inc. Elect Director Peter L. Harris For For
West Marine, Inc. Elect Director Richard E. Everett For For
West Marine, Inc. WMAR 954235107 05/11/05 03/22/05 M
West Marine, Inc. WMAR 954235107 05/11/05 03/22/05 M
West Marine, Inc. WMAR 954235107 05/11/05 03/22/05 M
West Marine, Inc. WMAR 954235107 05/11/05 03/22/05 M
West Marine, Inc. WMAR 954235107 05/11/05 03/22/05 M
West Marine, Inc. WMAR 954235107 05/11/05 03/22/05 M
West Marine, Inc. WMAR 954235107 05/11/05 03/22/05 M
West Marine, Inc. WMAR 954235107 05/11/05 03/22/05 M
West Marine, Inc. WMAR 954235107 05/11/05 03/22/05 M
Rare Hospitality International, Inc. RARE 753820109 05/09/05 03/15/05 M
Rare Hospitality International, Inc. RARE 753820109 05/09/05 03/15/05 M
Rare Hospitality International, Inc. RARE 753820109 05/09/05 03/15/05 M
Rare Hospitality International, Inc. RARE 753820109 05/09/05 03/15/05 M
Rare Hospitality International, Inc. RARE 753820109 05/09/05 03/15/05 M
AFC Enterprises, Inc. AFCE 00104Q107 05/03/05 03/14/05 M
AFC Enterprises, Inc. AFCE 00104Q107 05/03/05 03/14/05 M
AFC Enterprises, Inc. AFCE 00104Q107 05/03/05 03/14/05 M
AFC Enterprises, Inc. AFCE 00104Q107 05/03/05 03/14/05 M
AFC Enterprises, Inc. AFCE 00104Q107 05/03/05 03/14/05 M
AFC Enterprises, Inc. AFCE 00104Q107 05/03/05 03/14/05 M
AFC Enterprises, Inc. AFCE 00104Q107 05/03/05 03/14/05 M
AFC Enterprises, Inc. AFCE 00104Q107 05/03/05 03/14/05 M
AFC Enterprises, Inc. AFCE 00104Q107 05/03/05 03/14/05 M
ExpressJet Holding, Inc. XJT 30218U108 05/11/05 03/23/05 M
ExpressJet Holding, Inc. XJT 30218U108 05/11/05 03/23/05 M
ExpressJet Holding, Inc. XJT 30218U108 05/11/05 03/23/05 M
ExpressJet Holding, Inc. XJT 30218U108 05/11/05 03/23/05 M
ExpressJet Holding, Inc. XJT 30218U108 05/11/05 03/23/05 M
Wabash National Corp. WNC 929566107 05/12/05 04/01/05 M
Wabash National Corp. WNC 929566107 05/12/05 04/01/05 M
Wabash National Corp. WNC 929566107 05/12/05 04/01/05 M
Wabash National Corp. WNC 929566107 05/12/05 04/01/05 M
Wabash National Corp. WNC 929566107 05/12/05 04/01/05 M
Wabash National Corp. WNC 929566107 05/12/05 04/01/05 M
Wabash National Corp. WNC 929566107 05/12/05 04/01/05 M
Wabash National Corp. WNC 929566107 05/12/05 04/01/05 M
WRIGHT MED GROUP INC WMGI 98235T107 05/12/05 03/21/05 M
WRIGHT MED GROUP INC WMGI 98235T107 05/12/05 03/21/05 M
WRIGHT MED GROUP INC WMGI 98235T107 05/12/05 03/21/05 M
WRIGHT MED GROUP INC WMGI 98235T107 05/12/05 03/21/05 M
WRIGHT MED GROUP INC WMGI 98235T107 05/12/05 03/21/05 M
WRIGHT MED GROUP INC WMGI 98235T107 05/12/05 03/21/05 M
WRIGHT MED GROUP INC WMGI 98235T107 05/12/05 03/21/05 M
WRIGHT MED GROUP INC WMGI 98235T107 05/12/05 03/21/05 M
WRIGHT MED GROUP INC WMGI 98235T107 05/12/05 03/21/05 M
WRIGHT MED GROUP INC WMGI 98235T107 05/12/05 03/21/05 M
The Warnaco Group, Inc. WRNC 934390402 05/23/05 04/01/05 M
The Warnaco Group, Inc. WRNC 934390402 05/23/05 04/01/05 M
The Warnaco Group, Inc. WRNC 934390402 05/23/05 04/01/05 M
The Warnaco Group, Inc. WRNC 934390402 05/23/05 04/01/05 M
The Warnaco Group, Inc. WRNC 934390402 05/23/05 04/01/05 M
The Warnaco Group, Inc. WRNC 934390402 05/23/05 04/01/05 M
The Warnaco Group, Inc. WRNC 934390402 05/23/05 04/01/05 M
The Warnaco Group, Inc. WRNC 934390402 05/23/05 04/01/05 M
The Warnaco Group, Inc. WRNC 934390402 05/23/05 04/01/05 M
Bruker Biosciences Corp. BRKR 116794108 05/12/05 03/23/05 M
Bruker Biosciences Corp. BRKR 116794108 05/12/05 03/23/05 M
Bruker Biosciences Corp. BRKR 116794108 05/12/05 03/23/05 M
Bruker Biosciences Corp. BRKR 116794108 05/12/05 03/23/05 M
Bruker Biosciences Corp. BRKR 116794108 05/12/05 03/23/05 M
Bruker Biosciences Corp. BRKR 116794108 05/12/05 03/23/05 M
West Marine, Inc. Elect Director Geoffrey A. Eisenberg For For
West Marine, Inc. Elect Director Diane Greene For For
West Marine, Inc. Elect Director David McComas For For
West Marine, Inc. Elect Director Alice M. Richter For For
West Marine, Inc. Elect Director Peter Roy For For
West Marine, Inc. Elect Director Daniel J. Sweeney For For
West Marine, Inc. Elect Director William U. Westerfield For For
West Marine, Inc. Amend Omnibus Stock Plan For For
West Marine, Inc. Ratify Auditors For For
Rare Hospitality International, Inc. Elect Director Roger L. Boeve For For
Rare Hospitality International, Inc. Elect Director Don L. Chapman For For
Rare Hospitality International, Inc. Elect Director Lewis H. Jordan For For
Rare Hospitality International, Inc. Approve Executive Incentive Bonus Plan For For
Rare Hospitality International, Inc. Ratify Auditors For For
AFC Enterprises, Inc. Elect Director Victor Arias, Jr For For
AFC Enterprises, Inc. Elect Director Frank J. Belatti For For
AFC Enterprises, Inc. Elect Director Carolyn Hogan Byrd For For
AFC Enterprises, Inc. Elect Director R. William Ide, III For For
AFC Enterprises, Inc. Elect Director Kelvin J. Pennington For For
AFC Enterprises, Inc. Elect Director John M. Roth For For
AFC Enterprises, Inc. Elect Director Ronald P. Spogli For For
AFC Enterprises, Inc. Elect Director Peter Starrett For For
AFC Enterprises, Inc. Amend Bundled Compensation Plans For For
ExpressJet Holding, Inc. Elect Director James B. Ream For For
ExpressJet Holding, Inc. Elect Director Richard Reitz For For
ExpressJet Holding, Inc. Elect Director Thomas E. Schick For For
ExpressJet Holding, Inc. Ratify Auditors For For
ExpressJet Holding, Inc. Other Business For For
Wabash National Corp. Elect Director David C. Burdakin For For
Wabash National Corp. Elect Director William P. Greubel For For
Wabash National Corp. Elect Director John T. Hackett For For
Wabash National Corp. Elect Director Martin C. Jischke For For
Wabash National Corp. Elect Director Stephanie K. Kushner For For
Wabash National Corp. Elect Director Larry J. Magee For For
Wabash National Corp. Elect Director Scott K. Sorensen For For
Wabash National Corp. Elect Director Ronald L. Stewart For For
WRIGHT MED GROUP INC Elect Director F. Barry Bays For For
WRIGHT MED GROUP INC Elect Director Richard B. Emmitt For For
WRIGHT MED GROUP INC Elect Director Laurence Y. Fairey For For
WRIGHT MED GROUP INC Elect Director David D. Stevens For For
WRIGHT MED GROUP INC Elect Director James E. Thomas For For
WRIGHT MED GROUP INC Elect Director Thomas E. Timbie For For
WRIGHT MED GROUP INC Elect Director James T. Treace For For
WRIGHT MED GROUP INC Elect Director Elizabeth H. Weatherman For For
WRIGHT MED GROUP INC Amend Omnibus Stock Plan For For
WRIGHT MED GROUP INC Ratify Auditors For For
The Warnaco Group, Inc. Elect Director David A. Bell For For
The Warnaco Group, Inc. Elect Director Robert A. Bowman For For
The Warnaco Group, Inc. Elect Director Richard Karl Goeltz For For
The Warnaco Group, Inc. Elect Director Joseph R. Gromek For For
The Warnaco Group, Inc. Elect Director Sheila A. Hopkins For For
The Warnaco Group, Inc. Elect Director Charles R. Perrin For For
The Warnaco Group, Inc. Elect Director Cheryl Nido Turpin For For
The Warnaco Group, Inc. Approve Omnibus Stock Plan For For
The Warnaco Group, Inc. Ratify Auditors For For
Bruker Biosciences Corp. Elect Director Daniel S. Dross For For
Bruker Biosciences Corp. Elect Director Collin J. D'Silva For For
Bruker Biosciences Corp. Elect Director Jorg C. Laukien For For
Bruker Biosciences Corp. Elect Director Richard M. Stein For For
Bruker Biosciences Corp. Elect Director Bernhard Wangler For For
Bruker Biosciences Corp. Ratify Auditors For For
Heidrick & Struggles International, Inc. HSII 422819102 05/17/05 03/31/05 M
Heidrick & Struggles International, Inc. HSII 422819102 05/17/05 03/31/05 M
Heidrick & Struggles International, Inc. HSII 422819102 05/17/05 03/31/05 M
Heidrick & Struggles International, Inc. HSII 422819102 05/17/05 03/31/05 M
Noven Pharmaceuticals, Inc. NOVN 670009109 05/24/05 03/28/05 M
Noven Pharmaceuticals, Inc. NOVN 670009109 05/24/05 03/28/05 M
Noven Pharmaceuticals, Inc. NOVN 670009109 05/24/05 03/28/05 M
Noven Pharmaceuticals, Inc. NOVN 670009109 05/24/05 03/28/05 M
Noven Pharmaceuticals, Inc. NOVN 670009109 05/24/05 03/28/05 M
Noven Pharmaceuticals, Inc. NOVN 670009109 05/24/05 03/28/05 M
Noven Pharmaceuticals, Inc. NOVN 670009109 05/24/05 03/28/05 M
Noven Pharmaceuticals, Inc. NOVN 670009109 05/24/05 03/28/05 M
Massey Energy Company MEE 576206106 05/24/05 03/31/05 M
Massey Energy Company MEE 576206106 05/24/05 03/31/05 M
Massey Energy Company MEE 576206106 05/24/05 03/31/05 M
Massey Energy Company MEE 576206106 05/24/05 03/31/05 M
Massey Energy Company MEE 576206106 05/24/05 03/31/05 M
PAR PHARMACEUTICAL COS INC PRX 69888P106 05/24/05 04/06/05 M
PAR PHARMACEUTICAL COS INC PRX 69888P106 05/24/05 04/06/05 M
PAR PHARMACEUTICAL COS INC PRX 69888P106 05/24/05 04/06/05 M
PAR PHARMACEUTICAL COS INC PRX 69888P106 05/24/05 04/06/05 M
Altiris, Inc ATRS 02148M100 05/10/05 03/31/05 M
Altiris, Inc ATRS 02148M100 05/10/05 03/31/05 M
Altiris, Inc ATRS 02148M100 05/10/05 03/31/05 M
Too, Inc. TOO 890333107 05/19/05 04/08/05 M
Too, Inc. TOO 890333107 05/19/05 04/08/05 M
Too, Inc. TOO 890333107 05/19/05 04/08/05 M
Too, Inc. TOO 890333107 05/19/05 04/08/05 M
CDI Corp. CDI 125071100 05/24/05 03/16/05 M
CDI Corp. CDI 125071100 05/24/05 03/16/05 M
CDI Corp. CDI 125071100 05/24/05 03/16/05 M
CDI Corp. CDI 125071100 05/24/05 03/16/05 M
CDI Corp. CDI 125071100 05/24/05 03/16/05 M
CDI Corp. CDI 125071100 05/24/05 03/16/05 M
CDI Corp. CDI 125071100 05/24/05 03/16/05 M
CDI Corp. CDI 125071100 05/24/05 03/16/05 M
Rudolph Technologies, Inc. RTEC 781270103 05/24/05 04/07/05 M
Rudolph Technologies, Inc. RTEC 781270103 05/24/05 04/07/05 M
Rudolph Technologies, Inc. RTEC 781270103 05/24/05 04/07/05 M
Nektar Therapeutics NKTR 640268108 06/02/05 04/04/05 M
Nektar Therapeutics NKTR 640268108 06/02/05 04/04/05 M
Nektar Therapeutics NKTR 640268108 06/02/05 04/04/05 M
Nektar Therapeutics NKTR 640268108 06/02/05 04/04/05 M
Advanced Medical Optics, Inc. EYE 00763M108 05/26/05 04/14/05 M
Advanced Medical Optics, Inc. EYE 00763M108 05/26/05 04/14/05 M
Advanced Medical Optics, Inc. EYE 00763M108 05/26/05 04/14/05 M
McData Corporation MCDT 580031201 05/24/05 04/12/05 M
McData Corporation MCDT 580031201 05/24/05 04/12/05 M
McData Corporation MCDT 580031201 05/24/05 04/12/05 M
MPS GROUP INC MPS 553409103 05/19/05 03/31/05 M
MPS GROUP INC MPS 553409103 05/19/05 03/31/05 M
MPS GROUP INC MPS 553409103 05/19/05 03/31/05 M
MPS GROUP INC MPS 553409103 05/19/05 03/31/05 M
MPS GROUP INC MPS 553409103 05/19/05 03/31/05 M
MPS GROUP INC MPS 553409103 05/19/05 03/31/05 M
MPS GROUP INC MPS 553409103 05/19/05 03/31/05 M
MPS GROUP INC MPS 553409103 05/19/05 03/31/05 M
MPS GROUP INC MPS 553409103 05/19/05 03/31/05 M
The J. Jill Group, Inc. JILL 466189107 06/02/05 04/04/05 M
The J. Jill Group, Inc. JILL 466189107 06/02/05 04/04/05 M
The J. Jill Group, Inc. JILL 466189107 06/02/05 04/04/05 M
Heidrick & Struggles International, Inc. Elect Director Robert E. Knowling For For
Heidrick & Struggles International, Inc. Elect Director Jill Kanin-Lovers For For
Heidrick & Struggles International, Inc. Elect Director Gerard R. Roche For For
Heidrick & Struggles International, Inc. Elect Director V. Paul Unruh For For
Noven Pharmaceuticals, Inc. Elect Director Sidney Braginsky For For
Noven Pharmaceuticals, Inc. Elect Director John G. Clarkson, M.D. For For
Noven Pharmaceuticals, Inc. Elect Director Donald A. Denkhaus For For
Noven Pharmaceuticals, Inc. Elect Director Pedro P. Granadillo For For
Noven Pharmaceuticals, Inc. Elect Director Robert G. Savage For For
Noven Pharmaceuticals, Inc. Elect Director Robert C. Strauss For For
Noven Pharmaceuticals, Inc. Elect Director Wayne P. Yetter For For
Noven Pharmaceuticals, Inc. Ratify Auditors For For
Massey Energy Company Elect Director Don L. Blankenship For For
Massey Energy Company Elect Director Admiral Bobby R. Inman For For
Massey Energy Company Ratify Auditors For For
Massey Energy Company Amend Omnibus Stock Plan For For
Massey Energy Company Amend Non-Employee Director Omnibus Stock Plan For For
PAR PHARMACEUTICAL COS INC Elect Director Ronald M. Nordmann For For
PAR PHARMACEUTICAL COS INC Elect Director Dr. Arie Gutman For For
PAR PHARMACEUTICAL COS INC Elect Director Joseph E. Smith For For
PAR PHARMACEUTICAL COS INC Amend Omnibus Stock Plan For For
Altiris, Inc Elect Director Jay C. Hoag For For
Altiris, Inc Elect Director V. Eric Roach For For
Altiris, Inc Ratify Auditors For For
Too, Inc. Elect Director Philip E. Mallott For For
Too, Inc. Elect Director Michael W. Rayden For For
Too, Inc. Amend Omnibus Stock Plan For For
Too, Inc. Approve Non-Employee Director Stock Option Plan For For
CDI Corp. Elect Director Roger H. Ballou For For
CDI Corp. Elect Director Michael J. Emmi For For
CDI Corp. Elect Director Walter R. Garrison For For
CDI Corp. Elect Director Kay Hahn Harrell For For
CDI Corp. Elect Director Lawrence C. Karlson For For
CDI Corp. Elect Director Ronald J. Kozich For For
CDI Corp. Elect Director Barton J. Winokur For For
CDI Corp. Ratify Auditors For For
Rudolph Technologies, Inc. Elect Director David Belluck For For
Rudolph Technologies, Inc. Elect Director Aubrey C. Tobey For For
Rudolph Technologies, Inc. Ratify Auditors For For
Nektar Therapeutics Elect Director Michael A. Brown For
Nektar Therapeutics Elect Director Ajit S. Gill For
Nektar Therapeutics Elect Director Joseph J. Krivulka For
Nektar Therapeutics Ratify Auditors For
Advanced Medical Optics, Inc. Elect Director James V. Mazzo For For
Advanced Medical Optics, Inc. Elect Director James O. Rollans For For
Advanced Medical Optics, Inc. Ratify Auditors For For
McData Corporation Issue Shares in Connection with an Acquisition For For
McData Corporation Amend Omnibus Stock Plan For For
McData Corporation Amend Omnibus Stock Plan For For
MPS GROUP INC Elect Director Derek E. Dewan For
MPS GROUP INC Elect Director Timothy D. Payne For
MPS GROUP INC Elect Director Peter J. Tanous For
MPS GROUP INC Elect Director T. Wayne Davis For
MPS GROUP INC Elect Director John R. Kennedy For
MPS GROUP INC Elect Director Michael D. Abney For
MPS GROUP INC Elect Director William M. Isaac For
MPS GROUP INC Elect Director Darla D. Moore For
MPS GROUP INC Elect Director Arthur B. Laffer For
The J. Jill Group, Inc. Elect Director Michael P. Sherman For For
The J. Jill Group, Inc. Elect Director Gordon R. Cooke For For
The J. Jill Group, Inc. Elect Director James G. Held For For
The J. Jill Group, Inc. JILL 466189107 06/02/05 04/04/05 M
KCS Energy, Inc. KCS 482434206 06/10/05 03/28/05 M
KCS Energy, Inc. KCS 482434206 06/10/05 03/28/05 M
KCS Energy, Inc. KCS 482434206 06/10/05 03/28/05 M
KCS Energy, Inc. KCS 482434206 06/10/05 03/28/05 M
Digirad Corp. DRAD 253827109 05/25/05 04/04/05 M
Digirad Corp. DRAD 253827109 05/25/05 04/04/05 M
Digirad Corp. DRAD 253827109 05/25/05 04/04/05 M
Digirad Corp. DRAD 253827109 05/25/05 04/04/05 M
Digirad Corp. DRAD 253827109 05/25/05 04/04/05 M
Digirad Corp. DRAD 253827109 05/25/05 04/04/05 M
Digirad Corp. DRAD 253827109 05/25/05 04/04/05 M
Cryolife, Inc. CRY 228903100 06/02/05 03/31/05 M
Cryolife, Inc. CRY 228903100 06/02/05 03/31/05 M
Cryolife, Inc. CRY 228903100 06/02/05 03/31/05 M
Cryolife, Inc. CRY 228903100 06/02/05 03/31/05 M
Cryolife, Inc. CRY 228903100 06/02/05 03/31/05 M
Cryolife, Inc. CRY 228903100 06/02/05 03/31/05 M
Cryolife, Inc. CRY 228903100 06/02/05 03/31/05 M
Cryolife, Inc. CRY 228903100 06/02/05 03/31/05 M
Advanced Medical Optics, Inc. EYE 00763M108 05/26/05 04/20/05 M
Advanced Medical Optics, Inc. EYE 00763M108 05/26/05 04/20/05 M
Advanced Medical Optics, Inc. EYE 00763M108 05/26/05 04/20/05 M
Advanced Medical Optics, Inc. EYE 00763M108 05/26/05 04/20/05 M
Advanced Medical Optics, Inc. EYE 00763M108 05/26/05 04/20/05 M
Remington Oil & Gas Corp. REM 759594302 05/25/05 03/31/05 M
Remington Oil & Gas Corp. REM 759594302 05/25/05 03/31/05 M
Remington Oil & Gas Corp. REM 759594302 05/25/05 03/31/05 M
Remington Oil & Gas Corp. REM 759594302 05/25/05 03/31/05 M
Remington Oil & Gas Corp. REM 759594302 05/25/05 03/31/05 M
Remington Oil & Gas Corp. REM 759594302 05/25/05 03/31/05 M
Remington Oil & Gas Corp. REM 759594302 05/25/05 03/31/05 M
Remington Oil & Gas Corp. REM 759594302 05/25/05 03/31/05 M
Orient Express Hotels, Inc. OEH G67743107 06/06/05 04/29/05 M
Orient Express Hotels, Inc. OEH G67743107 06/06/05 04/29/05 M
Orient Express Hotels, Inc. OEH G67743107 06/06/05 04/29/05 M
Orient Express Hotels, Inc. OEH G67743107 06/06/05 04/29/05 M
Orient Express Hotels, Inc. OEH G67743107 06/06/05 04/29/05 M
Orient Express Hotels, Inc. OEH G67743107 06/06/05 04/29/05 M
Orient Express Hotels, Inc. OEH G67743107 06/06/05 04/29/05 M
Orient Express Hotels, Inc. OEH G67743107 06/06/05 04/29/05 M
TEXAS ROADHOUSE INC TXRH 882681109 05/26/05 04/01/05 M
TEXAS ROADHOUSE INC TXRH 882681109 05/26/05 04/01/05 M
TEXAS ROADHOUSE INC TXRH 882681109 05/26/05 04/01/05 M
The Titan Corp. TTN 888266103 06/07/05 04/15/05 M
The Titan Corp. TTN 888266103 06/07/05 04/15/05 M
The Titan Corp. TTN 888266103 06/07/05 04/15/05 M
The Titan Corp. TTN 888266103 06/07/05 04/15/05 M
The Titan Corp. TTN 888266103 06/07/05 04/15/05 M
The Titan Corp. TTN 888266103 06/07/05 04/15/05 M
The Titan Corp. TTN 888266103 06/07/05 04/15/05 M
The Titan Corp. TTN 888266103 06/07/05 04/15/05 M
The Titan Corp. TTN 888266103 06/07/05 04/15/05 M
The Titan Corp. TTN 888266103 06/07/05 04/15/05 M
The Titan Corp. TTN 888266103 06/07/05 04/15/05 M
EDUCATE INC EEEE 28138P100 06/06/05 04/15/05 M
EDUCATE INC EEEE 28138P100 06/06/05 04/15/05 M
EDUCATE INC EEEE 28138P100 06/06/05 04/15/05 M
EDUCATE INC EEEE 28138P100 06/06/05 04/15/05 M
EDUCATE INC EEEE 28138P100 06/06/05 04/15/05 M
EDUCATE INC EEEE 28138P100 06/06/05 04/15/05 M
The J. Jill Group, Inc. Elect Director Thomas J. Litle For For
KCS Energy, Inc. Elect Director James W. Christmas For For
KCS Energy, Inc. Elect Director Joel D. Siegel For For
KCS Energy, Inc. Elect Director Christopher A. Viggiano For For
KCS Energy, Inc. Approve Omnibus Stock Plan For For
Digirad Corp. Elect Director Timothy J. Wollaeger For For
Digirad Corp. Elect Director Gerhard F. Burbach For For
Digirad Corp. Elect Director Raymond V. Dittamore For For
Digirad Corp. Elect Director R. King Nelson For For
Digirad Corp. Elect Director Kenneth E. Olson For For
Digirad Corp. Elect Director Douglas Reed, M.D. For For
Digirad Corp. Ratify Auditors For For
Cryolife, Inc. Elect Director Steven G. Anderson For For
Cryolife, Inc. Elect Director Thomas F. Ackerman For For
Cryolife, Inc. Elect Director Daniel J. Bevevino For For
Cryolife, Inc. Elect Director John M. Cook For For
Cryolife, Inc. Elect Director Ronald C. Elkins, M.D. For For
Cryolife, Inc. Elect Director Virginia C. Lacy For For
Cryolife, Inc. Elect Director Ronald D. McCall, Esq. For For
Cryolife, Inc. Elect Director Bruce J. Van Dyne, M.D. For For
Advanced Medical Optics, Inc. Issue Shares in Connection with an Acquisition For For
Advanced Medical Optics, Inc. Increase Authorized Common Stock For For
Advanced Medical Optics, Inc. Approve Omnibus Stock Plan For For
Advanced Medical Optics, Inc. Amend Qualified Employee Stock Purchase Plan For For
Advanced Medical Optics, Inc. Amend Qualified Employee Stock Purchase Plan For For
Remington Oil & Gas Corp. Elect Director John E. Goble, Jr For For
Remington Oil & Gas Corp. Elect Director William E. Greenwood For For
Remington Oil & Gas Corp. Elect Director Robert P. Murphy For For
Remington Oil & Gas Corp. Elect Director David E. Preng For For
Remington Oil & Gas Corp. Elect Director Thomas W. Rollins For For
Remington Oil & Gas Corp. Elect Director Alan C. Shapiro For For
Remington Oil & Gas Corp. Elect Director James A. Watt For For
Remington Oil & Gas Corp. Ratify Auditors For For
Orient Express Hotels, Inc. Elect Director John D. Campbell For For
Orient Express Hotels, Inc. Elect Director James B. Hurlock For For
Orient Express Hotels, Inc. Elect Director J. Robert Lovejoy For For
Orient Express Hotels, Inc. Elect Director Daniel J. O'Sullivan For For
Orient Express Hotels, Inc. Elect Director Georg R. Rafael For For
Orient Express Hotels, Inc. Elect Director James B. Sherwood For For
Orient Express Hotels, Inc. Elect Director Simon M.C. Sherwood For For
Orient Express Hotels, Inc. Ratify Auditors For For
TEXAS ROADHOUSE INC Elect Director James R. Ramsey For For
TEXAS ROADHOUSE INC Elect Director James R. Zarley For For
TEXAS ROADHOUSE INC Ratify Auditors For For
The Titan Corp. Elect Director Michael B. Alexander For For
The Titan Corp. Elect Director Edward H. Bersoff For For
The Titan Corp. Elect Director Joseph F. Caligiuri For For
The Titan Corp. Elect Director Peter A. Cohen For For
The Titan Corp. Elect Director Susan Golding For For
The Titan Corp. Elect Director Robert M. Hanisee For For
The Titan Corp. Elect Director Robert E. La Blanc For For
The Titan Corp. Elect Director Anthony J. Principi For For
The Titan Corp. Elect Director Gene W. Ray For For
The Titan Corp. Elect Director James Roth For For
The Titan Corp. Ratify Auditors For For
EDUCATE INC Elect Director Douglas Becker For For
EDUCATE INC Elect Director Laurence Berg For For
EDUCATE INC Elect Director Michael F. Devine, III For For
EDUCATE INC Elect Director Michael Gross For For
EDUCATE INC Elect Director R.C. Hoehn-Saric For For
EDUCATE INC Elect Director David Hornbeck For For
EDUCATE INC EEEE 28138P100 06/06/05 04/15/05 M
EDUCATE INC EEEE 28138P100 06/06/05 04/15/05 M
EDUCATE INC EEEE 28138P100 06/06/05 04/15/05 M
EDUCATE INC EEEE 28138P100 06/06/05 04/15/05 M
Hot Topic, Inc. HOTT 441339108 06/15/05 04/21/05 M
Hot Topic, Inc. HOTT 441339108 06/15/05 04/21/05 M
Hot Topic, Inc. HOTT 441339108 06/15/05 04/21/05 M
Hot Topic, Inc. HOTT 441339108 06/15/05 04/21/05 M
Hot Topic, Inc. HOTT 441339108 06/15/05 04/21/05 M
Hot Topic, Inc. HOTT 441339108 06/15/05 04/21/05 M
Hot Topic, Inc. HOTT 441339108 06/15/05 04/21/05 M
Hot Topic, Inc. HOTT 441339108 06/15/05 04/21/05 M
Hot Topic, Inc. HOTT 441339108 06/15/05 04/21/05 M
Hot Topic, Inc. HOTT 441339108 06/15/05 04/21/05 M
Laureate Education Inc. LAUR 518613104 06/21/05 04/15/05 M
Laureate Education Inc. LAUR 518613104 06/21/05 04/15/05 M
Laureate Education Inc. LAUR 518613104 06/21/05 04/15/05 M
Laureate Education Inc. LAUR 518613104 06/21/05 04/15/05 M
Laureate Education Inc. LAUR 518613104 06/21/05 04/15/05 M
Laureate Education Inc. LAUR 518613104 06/21/05 04/15/05 M
Interwoven, Inc. IWOV 46114T508 06/02/05 04/15/05 M
Interwoven, Inc. IWOV 46114T508 06/02/05 04/15/05 M
Interwoven, Inc. IWOV 46114T508 06/02/05 04/15/05 M
Affiliated Managers Group, Inc. AMG 008252108 06/01/05 04/15/05 M
Affiliated Managers Group, Inc. AMG 008252108 06/01/05 04/15/05 M
Affiliated Managers Group, Inc. AMG 008252108 06/01/05 04/15/05 M
Affiliated Managers Group, Inc. AMG 008252108 06/01/05 04/15/05 M
Affiliated Managers Group, Inc. AMG 008252108 06/01/05 04/15/05 M
Affiliated Managers Group, Inc. AMG 008252108 06/01/05 04/15/05 M
Affiliated Managers Group, Inc. AMG 008252108 06/01/05 04/15/05 M
Affiliated Managers Group, Inc. AMG 008252108 06/01/05 04/15/05 M
Take-Two Interactive Software, Inc. TTWO 874054109 06/16/05 05/09/05 M
Take-Two Interactive Software, Inc. TTWO 874054109 06/16/05 05/09/05 M
Take-Two Interactive Software, Inc. TTWO 874054109 06/16/05 05/09/05 M
Take-Two Interactive Software, Inc. TTWO 874054109 06/16/05 05/09/05 M
Take-Two Interactive Software, Inc. TTWO 874054109 06/16/05 05/09/05 M
Take-Two Interactive Software, Inc. TTWO 874054109 06/16/05 05/09/05 M
Take-Two Interactive Software, Inc. TTWO 874054109 06/16/05 05/09/05 M
Take-Two Interactive Software, Inc. TTWO 874054109 06/16/05 05/09/05 M
Take-Two Interactive Software, Inc. TTWO 874054109 06/16/05 05/09/05 M
Scientific Games Corporation SGMS 80874P109 06/14/05 05/19/05 M
Scientific Games Corporation SGMS 80874P109 06/14/05 05/19/05 M
Scientific Games Corporation SGMS 80874P109 06/14/05 05/19/05 M
Scientific Games Corporation SGMS 80874P109 06/14/05 05/19/05 M
Scientific Games Corporation SGMS 80874P109 06/14/05 05/19/05 M
Scientific Games Corporation SGMS 80874P109 06/14/05 05/19/05 M
Scientific Games Corporation SGMS 80874P109 06/14/05 05/19/05 M
Scientific Games Corporation SGMS 80874P109 06/14/05 05/19/05 M
Scientific Games Corporation SGMS 80874P109 06/14/05 05/19/05 M
Scientific Games Corporation SGMS 80874P109 06/14/05 05/19/05 M
Scientific Games Corporation SGMS 80874P109 06/14/05 05/19/05 M
Spanish Broadcasting System, Inc. SBSA 846425882 06/28/05 05/16/05 M
Spanish Broadcasting System, Inc. SBSA 846425882 06/28/05 05/16/05 M
Spanish Broadcasting System, Inc. SBSA 846425882 06/28/05 05/16/05 M
Spanish Broadcasting System, Inc. SBSA 846425882 06/28/05 05/16/05 M
Spanish Broadcasting System, Inc. SBSA 846425882 06/28/05 05/16/05 M
Spanish Broadcasting System, Inc. SBSA 846425882 06/28/05 05/16/05 M
EDUCATE INC Elect Director Cheryl Gordon Krongard For For
EDUCATE INC Elect Director Aaron Stone For For
EDUCATE INC Elect Director Raul Yzaguirre For For
EDUCATE INC Ratify Auditors For For
Hot Topic, Inc. Elect Director Cynthia Cohen For For
Hot Topic, Inc. Elect Director Corrado Federico For For
Hot Topic, Inc. Elect Director W. Scott Hedrick For For
Hot Topic, Inc. Elect Director Kathleen Mason For For
Hot Topic, Inc. Elect Director Elizabeth McLaughlin For For
Hot Topic, Inc. Elect Director Bruce Quinnell For For
Hot Topic, Inc. Elect Director Andrew Schuon For For
Hot Topic, Inc. Amend Omnibus Stock Plan For For
Hot Topic, Inc. Amend Non-Employee Director Stock Option Plan For For
Hot Topic, Inc. Ratify Auditors For For
Laureate Education Inc. Elect Director R.C. Hoehn-Saric For For
Laureate Education Inc. Elect Director John A. Miller For For
Laureate Education Inc. Elect Director David A. Wilson For For
Laureate Education Inc. Elect Director Isabel Aguilera For For
Laureate Education Inc. Approve Omnibus Stock Plan For For
Laureate Education Inc. Ratify Auditors For For
Interwoven, Inc. Elect Director Ronald E.F. Codd For For
Interwoven, Inc. Elect Director Bob L. Corey For For
Interwoven, Inc. Ratify Auditors For For
Affiliated Managers Group, Inc. Elect Director Richard Floor For For
Affiliated Managers Group, Inc. Elect Director Sean M. Healey For For
Affiliated Managers Group, Inc. Elect Director Harold J. Meyerman For For
Affiliated Managers Group, Inc. Elect Director William J. Nutt For For
Affiliated Managers Group, Inc. Elect Director Robert C. Puff, Jr. For For
Affiliated Managers Group, Inc. Elect Director Rita M. Rodriguez For For
Affiliated Managers Group, Inc. Amend Executive Incentive Bonus Plan For For
Affiliated Managers Group, Inc. Ratify Auditors For For
Take-Two Interactive Software, Inc. Elect Director Paul Eibeler For For
Take-Two Interactive Software, Inc. Elect Director Oliver R. Grace, Jr. For For
Take-Two Interactive Software, Inc. Elect Director Robert Flug For For
Take-Two Interactive Software, Inc. Elect Director Todd Emmel For For
Take-Two Interactive Software, Inc. Elect Director Mark Lewis For For
Take-Two Interactive Software, Inc. Elect Director Steven Tisch For For
Take-Two Interactive Software, Inc. Elect Director Barbara Kaczynski For For
Take-Two Interactive Software, Inc. Amend Stock Option Plan For For
Take-Two Interactive Software, Inc. Amend Omnibus Stock Plan For For
Scientific Games Corporation Elect Director A. Lorne Weil For For
Scientific Games Corporation Elect Director Peter A. Cohen For For
Scientific Games Corporation Elect Director Colin J. O'Brien For For
Scientific Games Corporation Elect Director Ronald O. Perelman For For
Scientific Games Corporation Elect Director Howard Gittis For For
Scientific Games Corporation Elect Director Barry F. Schwartz For For
Scientific Games Corporation Elect Director Eric M. Turner For For
Scientific Games Corporation Elect Director Sir Brian G. Wolfson For For
Scientific Games Corporation Elect Director Joseph R. Wright, Jr. For For
Scientific Games Corporation Ratify Auditors For For
Scientific Games Corporation Amend Omnibus Stock Plan For For
Spanish Broadcasting System, Inc. Elect Director Raul Alarcon, Jr. For For
Spanish Broadcasting System, Inc. Elect Director Pablo Raul Alarcon, Sr. For For
Spanish Broadcasting System, Inc. Elect Director Dan Mason For For
Spanish Broadcasting System, Inc. Elect Director Antonio S. Fernandez For For
Spanish Broadcasting System, Inc. Elect Director Jose A. Villamil For For
Spanish Broadcasting System, Inc. Elect Director Jason L. Shrinsky For For
Small Cap Growth Fund
Name Ticker SecurityID MeetingDate ItemDesc ISSRecVote MgtRecVote ClientVoteRec VoteCast
- ------------------------- ------ ---------- ----------- --------------- ---------- ---------- ------------- --------
Cost Plus, Inc. CPWM 221485105 2004-07-01 Elect Director For For For For
Murray H. Dashe
Cost Plus, Inc. CPWM 221485105 2004-07-01 Elect Director For For For For
Joseph H.
Coulombe
Cost Plus, Inc. CPWM 221485105 2004-07-01 Elect Director For For For For
Barry J. Feld
Cost Plus, Inc. CPWM 221485105 2004-07-01 Elect Director For For For For
Danny W. Gurr
Cost Plus, Inc. CPWM 221485105 2004-07-01 Elect Director For For For For
Kim D. Robbins
Cost Plus, Inc. CPWM 221485105 2004-07-01 Elect Director For For For For
Fredric M.
Roberts
Cost Plus, Inc. CPWM 221485105 2004-07-01 Elect Director For For For For
Thomas D.
Willardson
Cost Plus, Inc. CPWM 221485105 2004-07-01 Approve Omnibus For For For For
Stock Plan
Cost Plus, Inc. CPWM 221485105 2004-07-01 Amend For For For For
Non-Employee
Director Stock
Option Plan
Cost Plus, Inc. CPWM 221485105 2004-07-01 Ratify Auditors For For For For
Umpqua Holdings Corp. UMPQ 904214103 2004-07-07 Approve Merger For For For For
Agreement
Christopher & Banks Corp CBK 171046105 2004-07-28 Elect Director For For For For
Anne L. Jones
Christopher & Banks Corp CBK 171046105 2004-07-28 Elect Director For For For For
Robert Ezrilov
Christopher & Banks Corp CBK 171046105 2004-07-28 Ratify Auditors For For For For
CardioDynamics
International Corporation CDIC 141597104 2004-07-15 Elect Director For For Do Not Vote NULL
Connie R.
Curran
CardioDynamics
International Corporation CDIC 141597104 2004-07-15 Elect Director For For Do Not Vote NULL
Peter C.
Farrell
CardioDynamics
International Corporation CDIC 141597104 2004-07-15 Elect Director For For Do Not Vote NULL
James C.
Gilstrap
CardioDynamics
International Corporation CDIC 141597104 2004-07-15 Elect Director For For Do Not Vote NULL
Richard O.
Martin
CardioDynamics
International Corporation CDIC 141597104 2004-07-15 Elect Director For For Do Not Vote NULL
Ronald A.
Matricaria
CardioDynamics
International Corporation CDIC 141597104 2004-07-15 Elect Director For For Do Not Vote NULL
Ronald L.
Merriman
CardioDynamics
International Corporation CDIC 141597104 2004-07-15 Elect Director For For Do Not Vote NULL
Michael K.
Perry
CardioDynamics
International Corporation CDIC 141597104 2004-07-15 Ratify Auditors For For Do Not Vote NULL
CardioDynamics
International Corporation CDIC 141597104 2004-07-15 Approve Omnibus For For Do Not Vote NULL
Stock Plan
Tradestation Group, Inc. TRAD 89267P105 2004-07-21 Elect Director Withhold For For For
Ralph L. Cruz
Tradestation Group, Inc. TRAD 89267P105 2004-07-21 Elect Director Withhold For For For
William R. Cruz
Tradestation Group, Inc. TRAD 89267P105 2004-07-21 Elect Director For For For For
Michael W.
Fipps
Tradestation Group, Inc. TRAD 89267P105 2004-07-21 Elect Director For For For For
Stephen C.
Richards
Tradestation Group, Inc. TRAD 89267P105 2004-07-21 Elect Director Withhold For For For
Salomon Sredni
Tradestation Group, Inc. TRAD 89267P105 2004-07-21 Elect Director For For For For
Charles F.
Wright
Tradestation Group, Inc. TRAD 89267P105 2004-07-21 Ratify Auditors For For For For
ITLA Capital Corp. ITLA 450565106 2004-07-28 Elect Director For For For For
Sandor X.
Mayuga
ITLA Capital Corp. ITLA 450565106 2004-07-28 Elect Director For For For For
Robert R. Reed
ITLA Capital Corp. ITLA 450565106 2004-07-28 Ratify Auditors For For For For
ChipPAC, Inc. NULL 169657103 2004-08-04 Approve Merger For For For For
Agreement
OCA Inc NULL 68750P103 2004-08-26 Change Company For For NULL For
Name
OCA Inc NULL 68750P103 2004-08-26 Require For Against NULL For
Majority of
Independent
Directors on
Board
Alkermes, Inc. ALKS 01642T108 2004-09-23 Elect Director Withhold For For For
Floyd E. Bloom
Alkermes, Inc. ALKS 01642T108 2004-09-23 Elect Director Withhold For For For
Robert A.
Breyer
Alkermes, Inc. ALKS 01642T108 2004-09-23 Elect Director For For For For
Gerri Henwood
Alkermes, Inc. ALKS 01642T108 2004-09-23 Elect Director For For For For
Paul J.
Mitchell
Alkermes, Inc. ALKS 01642T108 2004-09-23 Elect Director Withhold For For For
Richard F. Pops
Alkermes, Inc. ALKS 01642T108 2004-09-23 Elect Director Withhold For For For
Alexander Rich
Alkermes, Inc. ALKS 01642T108 2004-09-23 Elect Director Withhold For For For
Paul Schimmel
Alkermes, Inc. ALKS 01642T108 2004-09-23 Elect Director For For For For
Mark B.
Skaletsky
Alkermes, Inc. ALKS 01642T108 2004-09-23 Elect Director Withhold For For For
Michael A. Wall
Alkermes, Inc. ALKS 01642T108 2004-09-23 Amend Stock For For For For
Option Plan
PSS World Medical, Inc. PSSI 69366A100 2004-08-19 Elect Director For For Do Not Vote NULL
Melvin L.
Hecktman
PSS World Medical, Inc. PSSI 69366A100 2004-08-19 Elect Director For For Do Not Vote NULL
Delores P.
Kesler
PSS World Medical, Inc. PSSI 69366A100 2004-08-19 Elect Director For For Do Not Vote NULL
David A. Smith
PSS World Medical, Inc. PSSI 69366A100 2004-08-19 Approve Non- For For Do Not Vote NULL
Employee
Director
Omnibus Stock
Plan
Saxon Capital Inc. SAX 80556P302 2004-09-13 Approve Merger For For For For
Agreement
Saxon Capital Inc. SAX 80556P302 2004-09-13 Elect Director Withhold For Withhold Withhold
Edward G.
Harshfield
Saxon Capital Inc. SAX 80556P302 2004-09-13 Elect Director Withhold For Withhold Withhold
Michael L.
Sawyer
Saxon Capital Inc. SAX 80556P302 2004-09-13 Amend Omnibus Against For Against Against
Stock Plan
Saxon Capital Inc. SAX 80556P302 2004-09-13 Approve For For For For
Employee Stock
Purchase Plan
Identix Incorporated IDNX 451906101 2004-10-28 Elect Director For For For For
Milton E.
Cooper
Identix Incorporated IDNX 451906101 2004-10-28 Elect Director For For For For
Dr. Joseph
J. Atick
Identix Incorporated IDNX 451906101 2004-10-28 Elect Director For For For For
Malcolm J.
Gudis
Identix Incorporated IDNX 451906101 2004-10-28 Elect Director For For For For
Dr. John E.
Haugo
Identix Incorporated IDNX 451906101 2004-10-28 Elect Director For For For For
George Latimer
Identix Incorporated IDNX 451906101 2004-10-28 Elect Director For For For For
John E. Lawler
Identix Incorporated IDNX 451906101 2004-10-28 Elect Director Withhold For For For
Patrick H.
Morton
Identix Incorporated IDNX 451906101 2004-10-28 Ratify Auditors For For For For
DuPont Photomasks, Inc. NULL 26613X101 2004-10-26 Elect Director For For For For
Preston M.
Adcox
DuPont Photomasks, Inc. NULL 26613X101 2004-10-26 Elect Director For For For For
Isabella C.M.
Cunningham,
Ph.D.
DuPont Photomasks, Inc. NULL 26613X101 2004-10-26 Elect Director For For For For
Susan
Vladuchick Sam
DuPont Photomasks, Inc. NULL 26613X101 2004-10-26 Ratify Auditors For For For For
DuPont Photomasks, Inc. NULL 26613X101 2004-10-26 Amend Non- Against For For For
Employee
Director Stock
Option Plan
Integrated
Circuit Systems, Inc. ICST 45811K208 2004-10-28 Elect Director For For For For
Lewis C.
Eggebrecht
Integrated
Circuit Systems, Inc. ICST 45811K208 2004-10-28 Elect Director Withhold For For For
Henry I. Boreen
Integrated
Circuit Systems, Inc. ICST 45811K208 2004-10-28 Elect Director For For For For
David Dominik
Genesis Microchip Inc GNSS 37184C103 2004-11-03 Elect Director For For For For
Jon Castor
Genesis Microchip Inc GNSS 37184C103 2004-11-03 Elect Director For For For For
Chieh Chang
Genesis Microchip Inc GNSS 37184C103 2004-11-03 Elect Director Withhold For For For
Jeffrey Diamond
Genesis Microchip Inc GNSS 37184C103 2004-11-03 Ratify Auditors For For For For
Jack Henry &
Associates, Inc. JKHY 426281101 2004-10-26 Elect Director For For For For
J. Henry
Jack Henry &
Associates, Inc. JKHY 426281101 2004-10-26 Elect Director For For For For
J. Hall
Jack Henry &
Associates, Inc. JKHY 426281101 2004-10-26 Elect Director For For For For
M. Henry
Jack Henry &
Associates, Inc. JKHY 426281101 2004-10-26 Elect Director For For For For
J. Ellis
Jack Henry &
Associates, Inc. JKHY 426281101 2004-10-26 Elect Director For For For For
B. George
Jack Henry &
Associates, Inc. JKHY 426281101 2004-10-26 Elect Director For For For For
J. Maliekel
Jack Henry &
Associates, Inc. JKHY 426281101 2004-10-26 Elect Director For For For For
C. Curry
Pinnacle Systems, Inc. PCLE 723481107 2004-10-27 Elect Director For For For For
L. Gregory
Ballard
Pinnacle Systems, Inc. PCLE 723481107 2004-10-27 Elect Director For For For For
Ajay Chopra
Pinnacle Systems, Inc. PCLE 723481107 2004-10-27 Elect Director For For For For
Teresa Dial
Pinnacle Systems, Inc. PCLE 723481107 2004-10-27 Elect Director For For For For
Robert J.
Finocchio, Jr.
Pinnacle Systems, Inc. PCLE 723481107 2004-10-27 Elect Director For For For For
Patti S. Hart
Pinnacle Systems, Inc. PCLE 723481107 2004-10-27 Elect Director For For For For
L. William
Krause
Pinnacle Systems, Inc. PCLE 723481107 2004-10-27 Elect Director For For For For
John C. Lewis
Pinnacle Systems, Inc. PCLE 723481107 2004-10-27 Elect Director For For For For
Harry Motro
Pinnacle Systems, Inc. PCLE 723481107 2004-10-27 Ratify Auditors For For For For
Pinnacle Systems, Inc. PCLE 723481107 2004-10-27 Amend Non- For For For For
Employee
Director Stock
Option Plan
Pinnacle Systems, Inc. PCLE 723481107 2004-10-27 Amend Employee For For For For
Stock Purchase
Plan
Western Digital Corp. WDC 958102105 2004-11-18 Elect Director For For For For
Matthew E.
Massengill
Western Digital Corp. WDC 958102105 2004-11-18 Elect Director For For For For
Peter D.
Behrendt
Western Digital Corp. WDC 958102105 2004-11-18 Elect Director For For For For
Kathleen A.
Cote
Western Digital Corp. WDC 958102105 2004-11-18 Elect Director For For For For
Henry T. DeNero
Western Digital Corp. WDC 958102105 2004-11-18 Elect Director For For For For
William L.
Kimsey
Western Digital Corp. WDC 958102105 2004-11-18 Elect Director For For For For
Michael D.
Lambert
Western Digital Corp. WDC 958102105 2004-11-18 Elect Director For For For For
Roger H. Moore
Western Digital Corp. WDC 958102105 2004-11-18 Elect Director For For For For
Thomas E.
Pardun
Western Digital Corp. WDC 958102105 2004-11-18 Elect Director For For For For
Arif Shakeel
Western Digital Corp. WDC 958102105 2004-11-18 Approve Omnibus For For For For
Stock Plan
Western Digital Corp. WDC 958102105 2004-11-18 Ratify Auditors For For For For
Viropharma Inc. VPHM 928241108 2005-01-19 Approve For For For For
Issuance of
Warrants/
Convertible
Debentures
Brooks Automation, Inc. BRKS 114340102 2005-02-17 Elect Director For For For For
Robert J.
Therrien
Brooks Automation, Inc. BRKS 114340102 2005-02-17 Elect Director For For For For
Roger D.
Emerick
Brooks Automation, Inc. BRKS 114340102 2005-02-17 Elect Director For For For For
Amin J. Khoury
Brooks Automation, Inc. BRKS 114340102 2005-02-17 Elect Director For For For For
Joseph R.
Martin
Brooks Automation, Inc. BRKS 114340102 2005-02-17 Elect Director For For For For
Edward C. Grady
Brooks Automation, Inc. BRKS 114340102 2005-02-17 Elect Director For For For For
A. Clinton
Allen
Brooks Automation, Inc. BRKS 114340102 2005-02-17 Elect Director For For For For
John K.
McGillicuddy
Vasogen Inc. VAS. 92232F103 2005-03-16 Elect William For For For For
Grant, Andre
Berard, David
Elsley,
Terrance Gregg,
Benoit La
Salle, Surya
Mohapatra,
Eldon Smith,
John Villforth
as Directors
Vasogen Inc. VAS. 92232F103 2005-03-16 Approve KPMG For For For For
LLP as Auditors
and Authorize
Board to Fix
Remuneration of
Auditors
Vasogen Inc. VAS. 92232F103 2005-03-16 Amend 2003 For For For For
Employee Stock
Option Plan
Napster, Inc. NAPS 630797108 2005-02-10 Elect Director For For For For
Vernon E.
Altman
Napster, Inc. NAPS 630797108 2005-02-10 Elect Director For For For For
Wm. Christopher
Gorog
Napster, Inc. NAPS 630797108 2005-02-10 Ratify Auditors For For For For
Headwaters Incorporated HW 42210P102 2005-03-01 Elect Director For For For For
Kirk A. Benson
Headwaters Incorporated HW 42210P102 2005-03-01 Elect Director For For For For
Raymond J.
Weller
Headwaters Incorporated HW 42210P102 2005-03-01 Elect Director For For For For
E.J. 'Jake'
Garn
Headwaters Incorporated HW 42210P102 2005-03-01 Elect Director For For For For
Blake O.
Fisher, Jr.
Headwaters Incorporated HW 42210P102 2005-03-01 Ratify Auditors For For For For
Headwaters Incorporated HW 42210P102 2005-03-01 Increase For For For For
Authorized
Common Stock
Headwaters Incorporated HW 42210P102 2005-03-01 Approve For For For For
Executive
Incentive Bonus
Plan
Headwaters Incorporated HW 42210P102 2005-03-01 Approve Omnibus Against For For Against
Stock Plan
Cabot Microelectronics
Corp. CCMP 12709P103 2005-03-08 Elect Director For For For For
Steven V.
Wilkinson
Cabot Microelectronics
Corp. CCMP 12709P103 2005-03-08 Elect Director For For For For
Robert J.
Birgeneau
Cabot Microelectronics
Corp. CCMP 12709P103 2005-03-08 Ratify Auditors For For For For
LifePoint Hospitals, Inc. LPNT 53219L109 2005-03-28 Approve Merger For For For For
Agreement
LifePoint Hospitals, Inc. LPNT 53219L109 2005-03-28 Adjourn Meeting For For For For
Trident Microsystems,
Inc. TRID 895919108 2005-03-24 Issue Shares in For For For For
Connection with
an Acquisition
Trident Microsystems,
Inc. TRID 895919108 2005-03-24 Elect Director For For For For
Frank C. Lin
Trident Microsystems,
Inc. TRID 895919108 2005-03-24 Elect Director For For For For
Glen M. Antle
Trident Microsystems,
Inc. TRID 895919108 2005-03-24 Ratify Auditors For For For For
Credence Systems Corp. CMOS 225302108 2005-03-23 Elect Director For For For For
Ashok Belani
Credence Systems Corp. CMOS 225302108 2005-03-23 Elect Director For For For For
Graham J.
Siddall
Credence Systems Corp. CMOS 225302108 2005-03-23 Elect Director Withhold For Withhold Withhold
Jon D. Tompkins
Credence Systems Corp. CMOS 225302108 2005-03-23 Elect Director For For For For
Lori Holland
Credence Systems Corp. CMOS 225302108 2005-03-23 Elect Director For For For For
Diapanjan Deb
Credence Systems Corp. CMOS 225302108 2005-03-23 Elect Director For For For For
David A.
Ranhoff
Credence Systems Corp. CMOS 225302108 2005-03-23 Approve For For For For
Incentive
Stock Option
Plan
Credence Systems Corp. CMOS 225302108 2005-03-23 Ratify Auditors For For For For
Quiksilver, Inc. ZQK 74838C106 2005-03-24 Elect Director For For For For
William M.
Barnum, Jr.
Quiksilver, Inc. ZQK 74838C106 2005-03-24 Elect Director For For For For
Charles E.
Crowe
Quiksilver, Inc. ZQK 74838C106 2005-03-24 Elect Director For For For For
Michael H. Gray
Quiksilver, Inc. ZQK 74838C106 2005-03-24 Elect Director For For For For
Robert G. Kirby
Quiksilver, Inc. ZQK 74838C106 2005-03-24 Elect Director For For For For
Bernard
Mariette
Quiksilver, Inc. ZQK 74838C106 2005-03-24 Elect Director For For For For
Robert B.
Mcknight, Jr.
Quiksilver, Inc. ZQK 74838C106 2005-03-24 Elect Director Withhold For For For
Franck Riboud
Quiksilver, Inc. ZQK 74838C106 2005-03-24 Elect Director For For For For
Tom Roach
Quiksilver, Inc. ZQK 74838C106 2005-03-24 Amend Incentive For For For For
Stock Option
Plan
Quiksilver, Inc. ZQK 74838C106 2005-03-24 Amend Executive For For For For
Incentive Bonus
Plan
Quiksilver, Inc. ZQK 74838C106 2005-03-24 Increase For For For For
Authorized
Common Stock
Bank of The Ozarks, Inc. OZRK 063904106 2005-04-19 Elect Director For For For For
George Gleason
Bank of The Ozarks, Inc. OZRK 063904106 2005-04-19 Elect Director For For For For
Mark Ross
Bank of The Ozarks, Inc. OZRK 063904106 2005-04-19 Elect Director For For For For
Jean Arehart
Bank of The Ozarks, Inc. OZRK 063904106 2005-04-19 Elect Director For For For For
Steven Arnold
Bank of The Ozarks, Inc. OZRK 063904106 2005-04-19 Elect Director For For For For
Richard Cisne
Bank of The Ozarks, Inc. OZRK 063904106 2005-04-19 Elect Director For For For For
Robert East
Bank of The Ozarks, Inc. OZRK 063904106 2005-04-19 Elect Director For For For For
Linda Gleason
Bank of The Ozarks, Inc. OZRK 063904106 2005-04-19 Elect Director For For For For
Porter Hillard
Bank of The Ozarks, Inc. OZRK 063904106 2005-04-19 Elect Director For For For For
Henry Mariani
Bank of The Ozarks, Inc. OZRK 063904106 2005-04-19 Elect Director For For For For
James Matthews
Bank of The Ozarks, Inc. OZRK 063904106 2005-04-19 Elect Director For For For For
John Mills
Bank of The Ozarks, Inc. OZRK 063904106 2005-04-19 Elect Director For For For For
R.L. Qualls
Bank of The Ozarks, Inc. OZRK 063904106 2005-04-19 Elect Director For For For For
Kennith Smith
Bank of The Ozarks, Inc. OZRK 063904106 2005-04-19 Elect Director For For For For
Robert Trevino
Cognex Corp. CGNX 192422103 2005-04-21 Elect Director Withhold For For For
Robert J.
Shillman
Cognex Corp. CGNX 192422103 2005-04-21 Elect Director For For For For
Jerald Fishman
Skyworks Solutions, Inc. SWKS 83088M102 2005-04-28 Elect Director Withhold For For For
David J.
Aldrich
Skyworks Solutions, Inc. SWKS 83088M102 2005-04-28 Elect Director Withhold For For For
Moiz M.
Beguwala
Skyworks Solutions, Inc. SWKS 83088M102 2005-04-28 Elect Director Withhold For For For
Dwight W.
Decker
Skyworks Solutions, Inc. SWKS 83088M102 2005-04-28 Elect Director For For For For
David P.
McGlade
Skyworks Solutions, Inc. SWKS 83088M102 2005-04-28 Approve Omnibus For For For For
Stock Plan
Skyworks Solutions, Inc. SWKS 83088M102 2005-04-28 Amend Non- For For For For
Employee
Director Stock
Option Plan
Skyworks Solutions, Inc. SWKS 83088M102 2005-04-28 Ratify Auditors For For For For
Cascade Bancorp CACB 147154108 2005-04-25 Elect Director For For For For
Gary L. Capps
Cascade Bancorp CACB 147154108 2005-04-25 Elect Director Withhold For For For
James E.
Petersen
Cascade Bancorp CACB 147154108 2005-04-25 Elect Director For For For For
Ryan R. Patrick
Cascade Bancorp CACB 147154108 2005-04-25 Increase For For For For
Authorized
Common Stock
Active Power, Inc. ACPW 00504W100 2005-04-29 Elect Director For For For For
Terrence L.
Rock
Active Power, Inc. ACPW 00504W100 2005-04-29 Elect Director For For For For
Jan H. Lindelow
Active Power, Inc. ACPW 00504W100 2005-04-29 Ratify Auditors For For For For
SVB FINANCIAL GROUP SIVB 827064106 2005-04-21 Elect Director For For For For
Eric A.
Benhamou
SVB FINANCIAL GROUP SIVB 827064106 2005-04-21 Elect Director For For For For
David M.
Clapper
SVB FINANCIAL GROUP SIVB 827064106 2005-04-21 Elect Director For For For For
Roger F. Dunbar
SVB FINANCIAL GROUP SIVB 827064106 2005-04-21 Elect Director For For For For
Joel P.
Friedman
SVB FINANCIAL GROUP SIVB 827064106 2005-04-21 Elect Director Withhold For For For
G. Felda
Hardymon
SVB FINANCIAL GROUP SIVB 827064106 2005-04-21 Elect Director For For For For
Alex W. 'Pete'
Hart
SVB FINANCIAL GROUP SIVB 827064106 2005-04-21 Elect Director For For For For
C. Richard
Kramlich
SVB FINANCIAL GROUP SIVB 827064106 2005-04-21 Elect Director For For For For
James R. Porter
SVB FINANCIAL GROUP SIVB 827064106 2005-04-21 Elect Director For For For For
Michaela K.
Rodeno
SVB FINANCIAL GROUP SIVB 827064106 2005-04-21 Elect Director Withhold For For For
Larry W.
Sonsini
SVB FINANCIAL GROUP SIVB 827064106 2005-04-21 Elect Director For For For For
Kenneth P.
Wilcox
SVB FINANCIAL GROUP SIVB 827064106 2005-04-21 Change Company For For For For
Name
SVB FINANCIAL GROUP SIVB 827064106 2005-04-21 Amend Omnibus Against For For For
Stock Plan
SVB FINANCIAL GROUP SIVB 827064106 2005-04-21 Approve Stock For For For For
Award to
Executive
SVB FINANCIAL GROUP SIVB 827064106 2005-04-21 Ratify Auditors For For For For
Sterling Financial Corp. STSA 859319105 2005-04-26 Elect Director For For For For
Donald N.
Bauhofer
Sterling Financial Corp. STSA 859319105 2005-04-26 Elect Director For For For For
Thomas H. Boone
Sterling Financial Corp. STSA 859319105 2005-04-26 Elect Director For For For For
Harold B.
Gilkey
Sterling Financial Corp. STSA 859319105 2005-04-26 Ratify Auditors For For For For
Marvel Enterprises, Inc. MVL 57383M108 2005-04-28 Elect Director For For For For
Sid Ganis
Marvel Enterprises, Inc. MVL 57383M108 2005-04-28 Elect Director For For For For
James F. Halpin
Marvel Enterprises, Inc. MVL 57383M108 2005-04-28 Approve Omnibus For For For For
Stock Plan
Marvel Enterprises, Inc. MVL 57383M108 2005-04-28 Approve For For For For
Executive
Incentive Bonus
Plan
Marvel Enterprises, Inc. MVL 57383M108 2005-04-28 Ratify Auditors For For For For
Navigant Consulting Inc. NCI 63935N107 2005-05-04 Elect Director For For For For
William M.
Goodyear
Navigant Consulting Inc. NCI 63935N107 2005-05-04 Elect Director For For For For
Valerie B.
Jarrett
Navigant Consulting Inc. NCI 63935N107 2005-05-04 Increase For For For For
Authorized
Common Stock
Navigant Consulting Inc. NCI 63935N107 2005-05-04 Approve Omnibus For For For For
Stock Plan
Navigant Consulting Inc. NCI 63935N107 2005-05-04 Ratify Auditors For For For For
Secure Computing Corp. SCUR 813705100 2005-05-09 Elect Director For For For For
Eric P.
Rundquist
Secure Computing Corp. SCUR 813705100 2005-05-09 Elect Director For For For For
Alexander
Zakupowsky, Jr.
Secure Computing Corp. SCUR 813705100 2005-05-09 Amend Stock Against For Against Against
Option Plan
Secure Computing Corp. SCUR 813705100 2005-05-09 Ratify Auditors For For For For
Lionbridge Technologies,
Inc. LIOX 536252109 2005-05-20 Elect Director For For For For
Rory J. Cowan
Lionbridge Technologies,
Inc. LIOX 536252109 2005-05-20 Elect Director For For For For
Paul Kavanagh
Lionbridge Technologies,
Inc. LIOX 536252109 2005-05-20 Other Business Against For Against Against
Strayer Education, Inc. STRA 863236105 2005-05-03 Elect Director For For For For
Robert S.
Silberman
Strayer Education, Inc. STRA 863236105 2005-05-03 Elect Director For For For For
Dr. Charlotte
F. Beason
Strayer Education, Inc. STRA 863236105 2005-05-03 Elect Director For For For For
William E.
Brock
Strayer Education, Inc. STRA 863236105 2005-05-03 Elect Director For For For For
David A.
Coulter
Strayer Education, Inc. STRA 863236105 2005-05-03 Elect Director For For For For
Gary Gensler
Strayer Education, Inc. STRA 863236105 2005-05-03 Elect Director For For For For
Robert R.
Grusky
Strayer Education, Inc. STRA 863236105 2005-05-03 Elect Director For For For For
Robert L.
Johnson
Strayer Education, Inc. STRA 863236105 2005-05-03 Elect Director For For For For
Steven B.
Klinsky
Strayer Education, Inc. STRA 863236105 2005-05-03 Elect Director For For For For
Todd A. Milano
Strayer Education, Inc. STRA 863236105 2005-05-03 Elect Director For For For For
G. Thomas
Waite, III
Strayer Education, Inc. STRA 863236105 2005-05-03 Elect Director For For For For
J. David Wargo
Strayer Education, Inc. STRA 863236105 2005-05-03 Ratify Auditors For For For For
Strayer Education, Inc. STRA 863236105 2005-05-03 Amend Omnibus For For For For
Stock Plan
Cell Genesys, Inc. CEGE 150921104 2005-05-03 Elect Director For For For For
Stephen A.
Sherwin, M.D.
Cell Genesys, Inc. CEGE 150921104 2005-05-03 Elect Director For For For For
David W. Carter
Cell Genesys, Inc. CEGE 150921104 2005-05-03 Elect Director For For For For
Nancy M.
Crowell
Cell Genesys, Inc. CEGE 150921104 2005-05-03 Elect Director For For For For
James M. Gower
Cell Genesys, Inc. CEGE 150921104 2005-05-03 Elect Director For For For For
John T. Potts,
Jr., M.D.
Cell Genesys, Inc. CEGE 150921104 2005-05-03 Elect Director For For For For
Thomas E.
Shenk, Ph.D.
Cell Genesys, Inc. CEGE 150921104 2005-05-03 Elect Director For For For For
Eugene L. Step
Cell Genesys, Inc. CEGE 150921104 2005-05-03 Elect Director For For For For
Inder M. Verma,
Ph.D.
Cell Genesys, Inc. CEGE 150921104 2005-05-03 Elect Director For For For For
Dennis L.
Winger
Cell Genesys, Inc. CEGE 150921104 2005-05-03 Ratify Auditors For For For For
Cell Genesys, Inc. CEGE 150921104 2005-05-03 Increase For For For For
Authorized
Common Stock
Cell Genesys, Inc. CEGE 150921104 2005-05-03 Approve Omnibus For For For For
Stock Plan
Cell Genesys, Inc. CEGE 150921104 2005-05-03 Other Business Against For Against Against
Glacier Bancorp, Inc. GBCI 37637Q105 2005-04-27 Elect Director For For For For
Michael J.
Blodnick
Glacier Bancorp, Inc. GBCI 37637Q105 2005-04-27 Elect Director For For For For
Allen J.
Fetscher
Glacier Bancorp, Inc. GBCI 37637Q105 2005-04-27 Elect Director For For For For
Fred J.
Flanders
Glacier Bancorp, Inc. GBCI 37637Q105 2005-04-27 Approve Omnibus For For For For
Stock Plan
Commercial Capital
Bancorp, Inc. CCBI 20162L105 2005-04-26 Elect Director For For For For
R. Rand Sperry
Commercial Capital
Bancorp, Inc. CCBI 20162L105 2005-04-26 Elect Director For For For For
Mark E.
Schaffer
Commercial Capital
Bancorp, Inc. CCBI 20162L105 2005-04-26 Elect Director For For For For
Christopher G.
Hagerty
Commercial Capital
Bancorp, Inc. CCBI 20162L105 2005-04-26 Elect Director For For For For
David S.
Depillo
Commercial Capital
Bancorp, Inc. CCBI 20162L105 2005-04-26 Elect Director For For For For
James G. Brakke
Commercial Capital
Bancorp, Inc. CCBI 20162L105 2005-04-26 Elect Director For For For For
Gary W.
Brummett
Commercial Capital
Bancorp, Inc. CCBI 20162L105 2005-04-26 Elect Director For For For For
Stephen H.
Gordon
Commercial Capital
Bancorp, Inc. CCBI 20162L105 2005-04-26 Elect Director For For For For
Robert J.
Shackleton
Commercial Capital
Bancorp, Inc. CCBI 20162L105 2005-04-26 Elect Director For For For For
Barney R.
Northcote
Commercial Capital
Bancorp, Inc. CCBI 20162L105 2005-04-26 Ratify Auditors For For For For
Guilford Pharmaceuticals
Inc. GLFD 401829106 2005-05-04 Elect Director For For For For
George L.
Bunting, Jr.
Guilford Pharmaceuticals
Inc. GLFD 401829106 2005-05-04 Elect Director For For For For
Joseph R.
Chinnici
Guilford Pharmaceuticals
Inc. GLFD 401829106 2005-05-04 Elect Director For For For For
Barry M. Fox
Guilford Pharmaceuticals
Inc. GLFD 401829106 2005-05-04 Elect Director For For For For
Elizabeth M.
Greetham
Guilford Pharmaceuticals
Inc. GLFD 401829106 2005-05-04 Elect Director For For For For
Joseph Klein,
III
Guilford Pharmaceuticals
Inc. GLFD 401829106 2005-05-04 Elect Director For For For For
Dean J.
Mitchell
Guilford Pharmaceuticals
Inc. GLFD 401829106 2005-05-04 Elect Director For For For For
Ronald M.
Nordmann
Guilford Pharmaceuticals
Inc. GLFD 401829106 2005-05-04 Elect Director For For For For
Craig R.
Smith, M.D.
Guilford Pharmaceuticals
Inc. GLFD 401829106 2005-05-04 Elect Director For For For For
Solomon H.
Snyder, M.D.
Guilford Pharmaceuticals
Inc. GLFD 401829106 2005-05-04 Elect Director Withhold For For For
David C.
U'Prichard,
Ph.D.
Guilford Pharmaceuticals
Inc. GLFD 401829106 2005-05-04 Ratify Auditors For For For For
Guilford Pharmaceuticals
Inc. GLFD 401829106 2005-05-04 Amend Omnibus For For For For
Stock Plan
Guilford Pharmaceuticals
Inc. GLFD 401829106 2005-05-04 Amend Qualified For For For For
Employee Stock
Purchase Plan
RadiSys Corp. RSYS 750459109 2005-05-17 Elect Director For For For For
C. Scott Gibson
RadiSys Corp. RSYS 750459109 2005-05-17 Elect Director For For For For
Scott C. Grout
RadiSys Corp. RSYS 750459109 2005-05-17 Elect Director For For For For
Ken J. Bradley
RadiSys Corp. RSYS 750459109 2005-05-17 Elect Director For For For For
Richard J.
Faubert
RadiSys Corp. RSYS 750459109 2005-05-17 Elect Director For For For For
Dr. William W.
Lattin
RadiSys Corp. RSYS 750459109 2005-05-17 Elect Director For For For For
Kevin C. Melia
RadiSys Corp. RSYS 750459109 2005-05-17 Elect Director For For For For
Carl W. Neun
RadiSys Corp. RSYS 750459109 2005-05-17 Elect Director For For For For
Lorene K.
Steffes
RadiSys Corp. RSYS 750459109 2005-05-17 Ratify Auditors For For For For
RadiSys Corp. RSYS 750459109 2005-05-17 Amend Qualified For For For For
Employee Stock
Purchase Plan
Neose Technologies, Inc. NTEC 640522108 2005-05-03 Elect Director For For For For
C. Boyd Clarke
Neose Technologies, Inc. NTEC 640522108 2005-05-03 Elect Director For For For For
Brian H. Dovey
Neose Technologies, Inc. NTEC 640522108 2005-05-03 Elect Director For For For For
L. Patrick Gage
Neose Technologies, Inc. NTEC 640522108 2005-05-03 Elect Director For For For For
William F.
Hamilton
Neose Technologies, Inc. NTEC 640522108 2005-05-03 Elect Director For For For For
Douglas J.
MacMaster, Jr.
Neose Technologies, Inc. NTEC 640522108 2005-05-03 Elect Director For For For For
H. Stewart
Parker
Neose Technologies, Inc. NTEC 640522108 2005-05-03 Elect Director For For For For
Mark H.
Rachesky
Neose Technologies, Inc. NTEC 640522108 2005-05-03 Elect Director For For For For
Lowell E. Sears
Neose Technologies, Inc. NTEC 640522108 2005-05-03 Elect Director For For For For
Elizabeth H.S.
Wyatt
Neose Technologies, Inc. NTEC 640522108 2005-05-03 Ratify Auditors For For For For
Neose Technologies, Inc. NTEC 640522108 2005-05-03 Amend Omnibus Against For For For
Stock Plan
Komag, Inc. KOMG 500453204 2005-05-11 Elect Director For For For For
Thian Hoo Tan
Komag, Inc. KOMG 500453204 2005-05-11 Elect Director For For For For
Richard A.
Kashnow
Komag, Inc. KOMG 500453204 2005-05-11 Elect Director For For For For
Dennis P. Wolf
Komag, Inc. KOMG 500453204 2005-05-11 Amend Omnibus For For For For
Stock Plan
Komag, Inc. KOMG 500453204 2005-05-11 Ratify Auditors For For For For
TriQuint Semiconductor,
Inc. TQNT 89674K103 2005-05-12 Elect Director For For For For
Dr. Paul A.
Gary
TriQuint Semiconductor,
Inc. TQNT 89674K103 2005-05-12 Elect Director For For For For
Charles Scott
Gibson
TriQuint Semiconductor,
Inc. TQNT 89674K103 2005-05-12 Elect Director For For For For
Nicolas Kauser
TriQuint Semiconductor,
Inc. TQNT 89674K103 2005-05-12 Elect Director For For For For
Ralph G.
Quinsey
TriQuint Semiconductor,
Inc. TQNT 89674K103 2005-05-12 Elect Director For For For For
Dr. Walden C.
Rhines
TriQuint Semiconductor,
Inc. TQNT 89674K103 2005-05-12 Elect Director For For For For
Steven J. Sharp
TriQuint Semiconductor,
Inc. TQNT 89674K103 2005-05-12 Elect Director For For For For
Edward F. Tuck
TriQuint Semiconductor,
Inc. TQNT 89674K103 2005-05-12 Elect Director For For For For
Willis C. Young
TriQuint Semiconductor,
Inc. TQNT 89674K103 2005-05-12 Amend Stock For For For For
Option Plan
TriQuint Semiconductor,
Inc. TQNT 89674K103 2005-05-12 Ratify Auditors For For For For
Altera Corp. ALTR 021441100 2005-05-10 Elect Director For For For For
John P. Daane
Altera Corp. ALTR 021441100 2005-05-10 Elect Director For For For For
Robert W. Reed
Altera Corp. ALTR 021441100 2005-05-10 Elect Director For For For For
Charles M.
Clough
Altera Corp. ALTR 021441100 2005-05-10 Elect Director For For For For
Robert J.
Finocchio, Jr
Altera Corp. ALTR 021441100 2005-05-10 Elect Director For For For For
Kevin McGarity
Altera Corp. ALTR 021441100 2005-05-10 Elect Director For For For For
Paul Newhagen
Altera Corp. ALTR 021441100 2005-05-10 Elect Director For For For For
William E.
Terry
Altera Corp. ALTR 021441100 2005-05-10 Elect Director For For For For
Susan Wang
Altera Corp. ALTR 021441100 2005-05-10 Approve Omnibus For For For For
Stock Plan
Altera Corp. ALTR 021441100 2005-05-10 Amend Stock Against For Against Against
Option Plan
Altera Corp. ALTR 021441100 2005-05-10 Amend Qualified For For For For
Employee Stock
Purchase Plan
Altera Corp. ALTR 021441100 2005-05-10 Ratify Auditors For For For For
Altera Corp. ALTR 021441100 2005-05-10 Expense Stock For Against Against Against
Options
Altera Corp. ALTR 021441100 2005-05-10 Require a For Against For For
Majority Vote
for the
Election of
Directors
Corillian Corp CORI 218725109 2005-05-09 Elect Director For For For For
Robert G.
Barrett
Corillian Corp CORI 218725109 2005-05-09 Elect Director For For For For
Alex P. Hart
Corillian Corp CORI 218725109 2005-05-09 Elect Director For For For For
Tyree B. Miller
Corillian Corp CORI 218725109 2005-05-09 Elect Director For For For For
James R. Stojak
Corillian Corp CORI 218725109 2005-05-09 Ratify Auditors For For For For
Knoll, Inc. KNL 498904200 2005-05-03 Elect Director Withhold For For For
Andrew B. Cogan
Knoll, Inc. KNL 498904200 2005-05-03 Elect Director Withhold For For For
Kevin Kruse
Knoll, Inc. KNL 498904200 2005-05-03 Elect Director Withhold For For For
Kewsong Lee
Knoll, Inc. KNL 498904200 2005-05-03 Ratify Auditors For For For For
Discovery Laboratories,
Inc. DSCO 254668106 2005-05-13 Elect Director For For For For
W. Thomas Amick
Discovery Laboratories,
Inc. DSCO 254668106 2005-05-13 Elect Director For For For For
Robert J.
Capetola, Ph.D.
Discovery Laboratories,
Inc. DSCO 254668106 2005-05-13 Elect Director For For For For
Antonio Esteve,
Ph.D.
Discovery Laboratories,
Inc. DSCO 254668106 2005-05-13 Elect Director Withhold For For For
Max E. Link,
Ph.D.
Discovery Laboratories,
Inc. DSCO 254668106 2005-05-13 Elect Director For For For For
Herbert H.
McDade, Jr.
Discovery Laboratories,
Inc. DSCO 254668106 2005-05-13 Elect Director For For For For
Marvin E
Rosenthale,
Ph.D.
Discovery Laboratories,
Inc. DSCO 254668106 2005-05-13 Ratify Auditors For For For For
Discovery Laboratories,
Inc. DSCO 254668106 2005-05-13 Amend Stock For For For For
Option Plan
Discovery Laboratories,
Inc. DSCO 254668106 2005-05-13 Increase For For For For
Authorized
Common Stock
Medarex, Inc. MEDX 583916101 2005-05-19 Elect Director For For For For
Mr. Michael A.
Appelbaum
Medarex, Inc. MEDX 583916101 2005-05-19 Elect Director For For For For
Dr. Patricia M.
Danzon
Medarex, Inc. MEDX 583916101 2005-05-19 Amend Omnibus For For For For
Stock Plan
Medarex, Inc. MEDX 583916101 2005-05-19 Ratify Auditors For For For For
American Ecology Corp. ECOL 025533407 2005-05-25 Elect Director For For For For
Rotchford L.
Barker
American Ecology Corp. ECOL 025533407 2005-05-25 Elect Director For For For For
Roy C. Eliff
American Ecology Corp. ECOL 025533407 2005-05-25 Elect Director For For For For
Edward F. Heil
American Ecology Corp. ECOL 025533407 2005-05-25 Elect Director For For For For
Kenneth C.
Leung
American Ecology Corp. ECOL 025533407 2005-05-25 Elect Director For For For For
Stephen A.
Romano
American Ecology Corp. ECOL 025533407 2005-05-25 Elect Director For For For For
Jimmy D. Ross
American Ecology Corp. ECOL 025533407 2005-05-25 Elect Director For For For For
Richard T.
Swope
American Ecology Corp. ECOL 025533407 2005-05-25 Elect Director For For For For
Richard Riazzi
American Ecology Corp. ECOL 025533407 2005-05-25 Ratify Auditors For For For For
American Ecology Corp. ECOL 025533407 2005-05-25 Approve Non- For For For For
Employee
Director
Restricted
Stock Plan
Lattice Semiconductor
Corp. LSCC 518415104 2005-05-03 Elect Director For For For For
Patrick S.
Jones
Lattice Semiconductor
Corp. LSCC 518415104 2005-05-03 Elect Director For For For For
Harry A. Merlo
Lattice Semiconductor
Corp. LSCC 518415104 2005-05-03 Ratify Auditors For For For For
Encore Capital Group,
Inc. ECPG 292554102 2005-05-03 Elect Director For For For For
Barry R.
Barkley
Encore Capital Group,
Inc. ECPG 292554102 2005-05-03 Elect Director For For For For
J. Brandon
Black
Encore Capital Group,
Inc. ECPG 292554102 2005-05-03 Elect Director For For For For
Raymond Fleming
Encore Capital Group,
Inc. ECPG 292554102 2005-05-03 Elect Director For For For For
Carl C.
Gregory, III
Encore Capital Group,
Inc. ECPG 292554102 2005-05-03 Elect Director For For For For
Eric D. Kogan
Encore Capital Group,
Inc. ECPG 292554102 2005-05-03 Elect Director For For For For
Alexander
Lemond
Encore Capital Group,
Inc. ECPG 292554102 2005-05-03 Elect Director For For For For
Richard A.
Mandell
Encore Capital Group,
Inc. ECPG 292554102 2005-05-03 Elect Director For For For For
Peter W. May
Encore Capital Group,
Inc. ECPG 292554102 2005-05-03 Elect Director For For For For
Nelson Peltz
Encore Capital Group,
Inc. ECPG 292554102 2005-05-03 Approve Omnibus For For For For
Stock Plan
Encore Capital Group,
Inc. ECPG 292554102 2005-05-03 Ratify Auditors For For For For
Labor Ready, Inc. LRW 505401208 2005-05-18 Elect Director For For For For
Robert J.
Sullivan
Labor Ready, Inc. LRW 505401208 2005-05-18 Elect Director For For For For
Joseph P.
Sambataro, Jr.
Labor Ready, Inc. LRW 505401208 2005-05-18 Elect Director For For For For
Thomas E.
McChesney
Labor Ready, Inc. LRW 505401208 2005-05-18 Elect Director For For For For
Carl W. Schafer
Labor Ready, Inc. LRW 505401208 2005-05-18 Elect Director For For For For
Gates McKibbin
Labor Ready, Inc. LRW 505401208 2005-05-18 Elect Director For For For For
William W.
Steele
Labor Ready, Inc. LRW 505401208 2005-05-18 Elect Director For For For For
Keith Grinstein
Labor Ready, Inc. LRW 505401208 2005-05-18 Ratify Auditors For For For For
Labor Ready, Inc. LRW 505401208 2005-05-18 Approve Omnibus For For For For
Stock Plan
Viropharma Inc. VPHM 928241108 2005-05-20 Elect Director For For For For
Frank Baldino,
Jr., Ph.D.
Viropharma Inc. VPHM 928241108 2005-05-20 Approve Omnibus For For For For
Stock Plan
Orasure Technologies Inc OSUR 68554V108 2005-05-17 Elect Director For For For For
Ronny B.
Lancaster
Orasure Technologies Inc OSUR 68554V108 2005-05-17 Elect Director For For For For
Roger L.
Pringle
Orasure Technologies Inc OSUR 68554V108 2005-05-17 Ratify Auditors For For For For
Cymer, Inc. CYMI 232572107 2005-05-19 Elect Director For For For For
Charles J. Abbe
Cymer, Inc. CYMI 232572107 2005-05-19 Elect Director For For For For
Robert P. Akins
Cymer, Inc. CYMI 232572107 2005-05-19 Elect Director For For For For
Edward H. Braun
Cymer, Inc. CYMI 232572107 2005-05-19 Elect Director For For For For
Michael R.
Gaulke
Cymer, Inc. CYMI 232572107 2005-05-19 Elect Director For For For For
William G.
Oldham
Cymer, Inc. CYMI 232572107 2005-05-19 Elect Director Withhold For For For
Peter J. Simone
Cymer, Inc. CYMI 232572107 2005-05-19 Elect Director For For For For
Young K. Sohn
Cymer, Inc. CYMI 232572107 2005-05-19 Elect Director For For For For
Jon D. Tompkins
Cymer, Inc. CYMI 232572107 2005-05-19 Approve Omnibus For For For For
Stock Plan
Cymer, Inc. CYMI 232572107 2005-05-19 Ratify Auditors For For For For
Telik, Inc. TELK 87959M109 2005-05-26 Elect Director For For For For
Edward W.
Cantrall, Ph.D.
Telik, Inc. TELK 87959M109 2005-05-26 Elect Director For For For For
Steven R.
Goldring, M.D.
Telik, Inc. TELK 87959M109 2005-05-26 Ratify Auditors For For For For
Aquantive, Inc. AQNT 03839G105 2005-05-25 Elect Director Withhold For For For
Nicolas J.
Hanauer
Aquantive, Inc. AQNT 03839G105 2005-05-25 Elect Director For For For For
Brian P.
McAndrews
Aquantive, Inc. AQNT 03839G105 2005-05-25 Elect Director For For For For
Jack Sansolo,
Ph.D.
Redwood Trust, Inc. RWT 758075402 2005-05-05 Elect Director For For For For
Douglas B
Hansen
Redwood Trust, Inc. RWT 758075402 2005-05-05 Elect Director For For For For
Greg H Kubicek
Redwood Trust, Inc. RWT 758075402 2005-05-05 Elect Director For For For For
Charles J
Toeniskoetter
Symyx Technologies, Inc. SMMX 87155S108 2005-05-26 Elect Director For For For For
Kenneth J.
Nussbacher
Symyx Technologies, Inc. SMMX 87155S108 2005-05-26 Elect Director For For For For
Mario M. Rosati
Symyx Technologies, Inc. SMMX 87155S108 2005-05-26 Elect Director For For For For
Peter G.
Schultz, Ph.D.
Symyx Technologies, Inc. SMMX 87155S108 2005-05-26 Amend Omnibus For For For For
Stock Plan
Symyx Technologies, Inc. SMMX 87155S108 2005-05-26 Ratify Auditors For For For For
Buffalo Wild Wings, Inc. BWLD 119848109 2005-05-12 Fix Number of For For For For
Directors
Buffalo Wild Wings, Inc. BWLD 119848109 2005-05-12 Elect Directors For For For For
Sally J. Smith
Buffalo Wild Wings, Inc. BWLD 119848109 2005-05-12 Elect Directors For For For For
Robert W.
MacDonald
Buffalo Wild Wings, Inc. BWLD 119848109 2005-05-12 Elect Directors For For For For
Kenneth H.
Dahlberg
Buffalo Wild Wings, Inc. BWLD 119848109 2005-05-12 Elect Directors For For For For
Warren E. Mack
Buffalo Wild Wings, Inc. BWLD 119848109 2005-05-12 Elect Directors For For For For
Dale M.
Applequist
Buffalo Wild Wings, Inc. BWLD 119848109 2005-05-12 Elect Directors For For For For
J. Oliver
Maggard
Motive, Inc. MOTV 61980V107 2005-05-20 Elect Director For For For For
Virginia
Gambale
Motive, Inc. MOTV 61980V107 2005-05-20 Elect Director For For For For
Scott L. Harmon
Motive, Inc. MOTV 61980V107 2005-05-20 Amend Omnibus Against For Against Against
Stock Plan
Motive, Inc. MOTV 61980V107 2005-05-20 Ratify Auditors For For For For
Polycom, Inc. PLCM 73172K104 2005-05-25 Elect Director For For For For
Robert C.
Hagerty
Polycom, Inc. PLCM 73172K104 2005-05-25 Elect Director For For For For
Michael R.
Kourey
Polycom, Inc. PLCM 73172K104 2005-05-25 Elect Director For For For For
Betsy S. Atkins
Polycom, Inc. PLCM 73172K104 2005-05-25 Elect Director For For For For
John Seely
Brown
Polycom, Inc. PLCM 73172K104 2005-05-25 Elect Director For For For For
Durk I. Jager
Polycom, Inc. PLCM 73172K104 2005-05-25 Elect Director For For For For
John A. Kelley,
Jr.
Polycom, Inc. PLCM 73172K104 2005-05-25 Elect Director For For For For
Stanley J.
Meresman
Polycom, Inc. PLCM 73172K104 2005-05-25 Elect Director For For For For
Kevin T. Parker
Polycom, Inc. PLCM 73172K104 2005-05-25 Elect Director For For For For
Thomas G.
Stemberg
Polycom, Inc. PLCM 73172K104 2005-05-25 Approve For For For For
Qualified
Employee Stock
Purchase Plan
Polycom, Inc. PLCM 73172K104 2005-05-25 Approve For For For For
Executive
Incentive Bonus
Plan
Polycom, Inc. PLCM 73172K104 2005-05-25 Ratify Auditors For For For For
Mentor Graphics Corp. MENT 587200106 2005-05-19 Elect Director For For For For
Sir Peter L.
Bonfield
Mentor Graphics Corp. MENT 587200106 2005-05-19 Elect Director For For For For
Marsha B.
Congdon
Mentor Graphics Corp. MENT 587200106 2005-05-19 Elect Director For For For For
James R.
Fiebiger
Mentor Graphics Corp. MENT 587200106 2005-05-19 Elect Director For For For For
Gregory K.
Hinckley
Mentor Graphics Corp. MENT 587200106 2005-05-19 Elect Director For For For For
Kevin C.
McDonough
Mentor Graphics Corp. MENT 587200106 2005-05-19 Elect Director For For For For
Patrick B.
McManus
Mentor Graphics Corp. MENT 587200106 2005-05-19 Elect Director For For For For
Walden C.
Rhines
Mentor Graphics Corp. MENT 587200106 2005-05-19 Elect Director For For For For
Fontaine K.
Richardson
FEI Company FEIC 30241L109 2005-05-19 Elect Director For For For For
Dr. Michael J.
Attardo
FEI Company FEIC 30241L109 2005-05-19 Elect Director For For For For
Thomas F. Kelly
FEI Company FEIC 30241L109 2005-05-19 Elect Director For For For For
Dr. Gerhard
Parker
FEI Company FEIC 30241L109 2005-05-19 Elect Director For For For For
Lawrence A.
Bock
FEI Company FEIC 30241L109 2005-05-19 Elect Director For For For For
Dr. William W.
Lattin
FEI Company FEIC 30241L109 2005-05-19 Elect Director For For For For
James T.
Richardson
FEI Company FEIC 30241L109 2005-05-19 Elect Director For For For For
Wilfred J.
Corrigan
FEI Company FEIC 30241L109 2005-05-19 Elect Director For For For For
Jan C. Lobbezoo
FEI Company FEIC 30241L109 2005-05-19 Elect Director For For For For
Vahe A.
Sarkissian
FEI Company FEIC 30241L109 2005-05-19 Elect Director For For For For
Donald R.
VanLuvanee
FEI Company FEIC 30241L109 2005-05-19 Amend Omnibus For For For For
Stock Plan
FEI Company FEIC 30241L109 2005-05-19 Amend Qualified For For For For
Employee Stock
Purchase Plan
PLX Technology, Inc. PLXT 693417107 2005-05-25 Elect Director For For For For
Michael J.
Salameh
PLX Technology, Inc. PLXT 693417107 2005-05-25 Elect Director For For For For
D. James Guzy
PLX Technology, Inc. PLXT 693417107 2005-05-25 Elect Director For For For For
John H. Hart
PLX Technology, Inc. PLXT 693417107 2005-05-25 Elect Director For For For For
Robert H. Smith
PLX Technology, Inc. PLXT 693417107 2005-05-25 Elect Director For For For For
Thomas Riordan
PLX Technology, Inc. PLXT 693417107 2005-05-25 Elect Director For For For For
Patrick
Verderico
Select Comfort
Corporation SCSS 81616X103 2005-05-11 Elect Director For For For For
Christopher P.
Kirchen
Select Comfort
Corporation SCSS 81616X103 2005-05-11 Elect Director For For For For
Brenda J.
Launderback
Select Comfort
Corporation SCSS 81616X103 2005-05-11 Elect Director For For For For
Michael A. Peel
Select Comfort
Corporation SCSS 81616X103 2005-05-11 Elect Director For For For For
Jean-Michel
Valette
Select Comfort
Corporation SCSS 81616X103 2005-05-11 Amend Qualified For For For For
Employee Stock
Purchase Plan
Select Comfort
Corporation SCSS 81616X103 2005-05-11 Ratify Auditors For For For For
Meritage Homes Corp MTH 59001A102 2005-05-11 Elect Director For For For For
John R. Landon
Meritage Homes Corp MTH 59001A102 2005-05-11 Elect Director For For For For
Robert G.
Sarver
Meritage Homes Corp MTH 59001A102 2005-05-11 Elect Director For For For For
Peter L. Ax
Meritage Homes Corp MTH 59001A102 2005-05-11 Elect Director For For For For
C. Timothy
White
Meritage Homes Corp MTH 59001A102 2005-05-11 Elect Director For For For For
Gerald W.
Haddock
Meritage Homes Corp MTH 59001A102 2005-05-11 Elect Director For For For For
Richard T.
Burke, Sr.
Meritage Homes Corp MTH 59001A102 2005-05-11 Ratify Auditors For For For For
Epicor Software
Corporation EPIC 29426L108 2005-05-19 Elect Director For For For For
L. George Klaus
Epicor Software
Corporation EPIC 29426L108 2005-05-19 Elect Director For For For For
Donald R. Dixon
Epicor Software
Corporation EPIC 29426L108 2005-05-19 Elect Director For For For For
Thomas F. Kelly
Epicor Software
Corporation EPIC 29426L108 2005-05-19 Elect Director For For For For
Harold D.
Copperman
Epicor Software
Corporation EPIC 29426L108 2005-05-19 Elect Director For For For For
Robert H. Smith
Epicor Software
Corporation EPIC 29426L108 2005-05-19 Approve Omnibus For For Against Against
Stock Plan
Epicor Software
Corporation EPIC 29426L108 2005-05-19 Ratify Auditors For For For For
Isis Pharmaceuticals,
Inc. ISIS 464330109 2005-05-26 Elect Director For For For For
Spencer R.
Berthelsen,
M.D.
Isis Pharmaceuticals,
Inc. ISIS 464330109 2005-05-26 Elect Director For For For For
Richard D.
DiMarchi, Ph.D.
Isis Pharmaceuticals,
Inc. ISIS 464330109 2005-05-26 Elect Director For For For For
B. Lynne
Parshall
Isis Pharmaceuticals,
Inc. ISIS 464330109 2005-05-26 Elect Director For For For For
Joseph H.
Wender
Isis Pharmaceuticals,
Inc. ISIS 464330109 2005-05-26 Ratify Auditors For For For For
Digimarc Corporation DMRC 253807101 2005-05-12 Elect Director For For For For
Bruce Davis
Digimarc Corporation DMRC 253807101 2005-05-12 Elect Director For For For For
James
Richardson
Digimarc Corporation DMRC 253807101 2005-05-12 Ratify Auditors For For For For
Kosan Biosciences Inc. KOSN 50064W107 2005-05-26 Elect Director For For For For
Bruce A.
Chabner, M.D.
Kosan Biosciences Inc. KOSN 50064W107 2005-05-26 Elect Director For For For For
Peter Davis,
Ph.D.
Kosan Biosciences Inc. KOSN 50064W107 2005-05-26 Elect Director For For For For
Christopher T.
Walsh, Ph.D.
Kosan Biosciences Inc. KOSN 50064W107 2005-05-26 Ratify Auditors For For For For
Euronet Worldwide Inc. EEFT 298736109 2005-05-18 Elect Director For For For For
Dr. Andrzej
Olechowski
Euronet Worldwide Inc. EEFT 298736109 2005-05-18 Elect Director For For For For
Eriberto R.
Scocimara
Electroglas, Inc. EGLS 285324109 2005-05-26 Elect Director For For For For
C. Scott Gibson
Electroglas, Inc. EGLS 285324109 2005-05-26 Elect Director
John F. Osborne For For For For
Electroglas, Inc. EGLS 285324109 2005-05-26 Ratify Auditors For For For For
Macrovision Corp. MVSN 555904101 2005-05-24 Elect Director For For For For
John O. Ryan
Macrovision Corp. MVSN 555904101 2005-05-24 Elect Director For For For For
William A.
Krepick
Macrovision Corp. MVSN 555904101 2005-05-24 Elect Director For For For For
Donna S. Birks
Macrovision Corp. MVSN 555904101 2005-05-24 Elect Director For For For For
William N.
Stirlen
Macrovision Corp. MVSN 555904101 2005-05-24 Elect Director For For For For
Thomas
Wertheimer
Macrovision Corp. MVSN 555904101 2005-05-24 Elect Director For For For For
Steven G. Blank
Macrovision Corp. MVSN 555904101 2005-05-24 Amend Omnibus For For For For
Stock Plan
Macrovision Corp. MVSN 555904101 2005-05-24 Amend Non- For For For For
Employee
Director Stock
Option Plan
Macrovision Corp. MVSN 555904101 2005-05-24 Amend Qualified For For For For
Employee Stock
Purchase Plan
Macrovision Corp. MVSN 555904101 2005-05-24 Ratify Auditors For For For For
Marchex, Inc. MCHX 56624R108 2005-05-19 Elect Director For For For For
Russell C.
Horowitz
Marchex, Inc. MCHX 56624R108 2005-05-19 Elect Director For For For For
John Keister
Marchex, Inc. MCHX 56624R108 2005-05-19 Elect Director For For For For
Dennis Cline
Marchex, Inc. MCHX 56624R108 2005-05-19 Elect Director For For For For
Jonathan Fram
Marchex, Inc. MCHX 56624R108 2005-05-19 Elect Director For For For For
Rick Thompson
Marchex, Inc. MCHX 56624R108 2005-05-19 Ratify Auditors For For For For
Cubist Pharmaceuticals,
Inc. CBST 229678107 2005-06-08 Elect Director For For For For
J. Matthew
Singleton
Cubist Pharmaceuticals,
Inc. CBST 229678107 2005-06-08 Elect Director For For For For
Martin
Rosenberg
Cubist Pharmaceuticals,
Inc. CBST 229678107 2005-06-08 Elect Director For For For For
Michael B. Wood
Cubist Pharmaceuticals,
Inc. CBST 229678107 2005-06-08 Ratify Auditors For For For For
Cubist Pharmaceuticals,
Inc. CBST 229678107 2005-06-08 Amend Qualified For For For For
Employee Stock
Purchase Plan
The TriZetto Group, Inc. TZIX 896882107 2005-05-11 Elect Director For For For For
Donald J.
Lothrop
The TriZetto Group, Inc. TZIX 896882107 2005-05-11 Elect Director For For For For
Jeffrey H.
Margolis
The TriZetto Group, Inc. TZIX 896882107 2005-05-11 Approve Option For For Against Against
Exchange
Program
The TriZetto Group, Inc. TZIX 896882107 2005-05-11 Amend Qualified For For For For
Employee Stock
Purchase Plan
The TriZetto Group, Inc. TZIX 896882107 2005-05-11 Ratify Auditors For For For For
Range Resources
Corporation RRC 75281A109 2005-05-18 Elect Director For For For For
Robert E.
Aikman
Range Resources
Corporation RRC 75281A109 2005-05-18 Elect Director For For For For
Charles L.
Blackburn
Range Resources
Corporation RRC 75281A109 2005-05-18 Elect Director For For For For
Anthony V. Dub
Range Resources
Corporation RRC 75281A109 2005-05-18 Elect Director For For For For
V. Richard
Eales
Range Resources
Corporation RRC 75281A109 2005-05-18 Elect Director For For For For
Allen Finkelson
Range Resources
Corporation RRC 75281A109 2005-05-18 Elect Director For For For For
Jonathan S.
Linker
Range Resources
Corporation RRC 75281A109 2005-05-18 Elect Director For For For For
Kevin S.
McCarthy
Range Resources
Corporation RRC 75281A109 2005-05-18 Elect Director For For For For
John H.
Pinkerton
Range Resources
Corporation RRC 75281A109 2005-05-18 Elect Director For For For For
Jeffrey L.
Ventura
Range Resources
Corporation RRC 75281A109 2005-05-18 Increase For For For For
Authorized
Common Stock
Range Resources
Corporation RRC 75281A109 2005-05-18 Amend Director For For For For
& Officer
Indemnification
/Liability
Provisions
Range Resources
Corporation RRC 75281A109 2005-05-18 Approve Omnibus Against For For For
Stock Plan
Range Resources
Corporation RRC 75281A109 2005-05-18 Amend Omnibus Against For For For
Stock Plan
Range Resources
Corporation RRC 75281A109 2005-05-18 Ratify Auditors For For For For
Too, Inc. TOO 890333107 2005-05-19 Elect Director For For For For
Philip E.
Mallott
Too, Inc. TOO 890333107 2005-05-19 Elect Director For For For For
Michael W.
Rayden
Too, Inc. TOO 890333107 2005-05-19 Amend Omnibus Against For For For
Stock Plan
Too, Inc. TOO 890333107 2005-05-19 Approve Non- For For For For
Employee
Director Stock
Option Plan
STATS Chippac NULL 85771T104 2005-04-27 APPROVAL TO For For For For
ADOPT THE
AUDITED
ACCOUNTS OF THE
COMPANY FOR THE
FINANCIAL YEAR
ENDED DECEMBER
31, 2004
STATS Chippac NULL 85771T104 2005-04-27 APPROVAL TO For For For For
RE-ELECT MR.
LIM MING SEONG
AS A DIRECTOR
OF THE COMPANY
STATS Chippac NULL 85771T104 2005-04-27 APPROVAL TO For For For For
RE-ELECT MR.
TAN LAY KOON AS
A DIRECTOR OF
THE COMPANY
STATS Chippac NULL 85771T104 2005-04-27 APPROVAL TO For For For For
RE-ELECT MR.
TAY SIEW CHOON
AS A DIRECTOR
OF THE COMPANY
STATS Chippac NULL 85771T104 2005-04-27 APPROVAL TO Against For For For
RE-APPOINT MR.
CHARLES RICHARD
WOFFORD AS A
DIRECTOR OF
THE COMPANY
STATS Chippac NULL 85771T104 2005-04-27 Ratify Auditors For For For For
STATS Chippac NULL 85771T104 2005-04-27 APPROVAL OF THE For For For For
DIRECTORS FEE
TOTALING
APPROXIMATELY
US$500,067
FOR THE
FINANCIAL YEAR
ENDED DECEMBER
31, 2004
STATS Chippac NULL 85771T104 2005-04-27 APPROVAL TO For For For For
AUTHORIZE THE
DIRECTORS TO
ALLOT AND ISSUE
SHARES IN THE
CAPITAL OF THE
COMPANY
STATS Chippac NULL 85771T104 2005-04-27 APPROVAL TO For For For For
AUTHORIZE THE
DIRECTORS TO
CREATE AND
ISSUE
SECURITIES AND
TO ISSUE SHARES
IN THE CAPITAL
OF THE COMPANY
STATS Chippac NULL 85771T104 2005-04-27 APPROVAL TO For For For For
AUTHORIZE THE
DIRECTORS TO
ALLOT AND ISSUE
SHARES IN THE
CAPITAL OF THE
COMPANY
STATS Chippac NULL 85771T104 2005-04-27 APPROVAL TO Against For Against Against
AUTHORIZE THE
DIRECTORS TO
OFFER AND GRANT
OPTIONS, AND TO
ALLOT AND ISSUE
SHARES IN THE
CAPITAL OF THE
COMPANY
STATS Chippac NULL 85771T104 2005-04-27 APPROVAL TO Against For Against Against
AUTHORIZE THE
DIRECTORS
TO OFFER AND
GRANT, AND TO
ALLOT AND ISSUE
SHARES IN THE
CAPITAL OF
THE COMPANY
Dendreon Corp. DNDN 24823Q107 2005-06-08 Elect Director For For For For
Richard B.
Brewer
Dendreon Corp. DNDN 24823Q107 2005-06-08 Elect Director For For For For
Mitchell H.
Gold, M.D.
Dendreon Corp. DNDN 24823Q107 2005-06-08 Elect Director For For For For
Ruth B. Kunath
Dendreon Corp. DNDN 24823Q107 2005-06-08 Elect Director For For For For
M. Blake Ingle,
Ph.D.
Dendreon Corp. DNDN 24823Q107 2005-06-08 Increase For For For For
Authorized
Common Stock
GREENHILL & CO INC GHL 395259104 2005-05-18 Elect Director For For For For
Robert F.
Greenhill
GREENHILL & CO INC GHL 395259104 2005-05-18 Elect Director For For For For
Scott L. Bok
GREENHILL & CO INC GHL 395259104 2005-05-18 Elect Director For For For For
Simon A.
Borrows
GREENHILL & CO INC GHL 395259104 2005-05-18 Elect Director For For For For
John C.
Danforth
GREENHILL & CO INC GHL 395259104 2005-05-18 Elect Director For For For For
Steven F.
Goldstone
GREENHILL & CO INC GHL 395259104 2005-05-18 Elect Director For For For For
Stephen L. Key
GREENHILL & CO INC GHL 395259104 2005-05-18 Elect Director For For For For
Isabel V.
Sawhill
GREENHILL & CO INC GHL 395259104 2005-05-18 Ratify Auditors For For For For
Harmonic Inc. HLIT 413160102 2005-05-26 Elect Director For For For For
Anthony J. Ley
Harmonic Inc. HLIT 413160102 2005-05-26 Elect Director For For For For
E. Floyd Kvamme
Harmonic Inc. HLIT 413160102 2005-05-26 Elect Director For For For For
William F.
Reddersen
Harmonic Inc. HLIT 413160102 2005-05-26 Elect Director For For For For
Lewis Solomon
Harmonic Inc. HLIT 413160102 2005-05-26 Elect Director For For For For
Michel L.
Vaillaud
Harmonic Inc. HLIT 413160102 2005-05-26 Elect Director For For For For
David R. Van
Valkenburg
Harmonic Inc. HLIT 413160102 2005-05-26 Ratify Auditors For For For For
WCI COMMUNITIES INC WCI 92923C104 2005-05-18 Declassify the For For For For
Board of
Directors
WCI COMMUNITIES INC WCI 92923C104 2005-05-18 Elect Directors For For For For
Hilliard M.
Eure, III
WCI COMMUNITIES INC WCI 92923C104 2005-05-18 Elect Directors For For For For
Alfred Hoffman,
Jr.
WCI COMMUNITIES INC WCI 92923C104 2005-05-18 Elect Directors For For For For
Stewart Turley
Rudolph Technologies,
Inc. RTEC 781270103 2005-05-24 Elect Director For For For For
David Belluck
Rudolph Technologies,
Inc. RTEC 781270103 2005-05-24 Elect Director For For For For
Aubrey C. Tobey
Rudolph Technologies,
Inc. RTEC 781270103 2005-05-24 Ratify Auditors For For For For
BLUE NILE INC NILE 09578R103 2005-05-23 Elect Director For For For For
Mark Vadon
BLUE NILE INC NILE 09578R103 2005-05-23 Elect Director For For For For
Joanna Strober
BLUE NILE INC NILE 09578R103 2005-05-23 Elect Director For For For For
W. Eric
Carlborg
BLUE NILE INC NILE 09578R103 2005-05-23 Ratify Auditors For For For For
E*Trade Financial Corp. ET 269246104 2005-05-26 Elect Director For For For For
Mitchell H.
Caplan
E*Trade Financial Corp. ET 269246104 2005-05-26 Elect Director For For For For
C. Cathleen
Raffaeli
E*Trade Financial Corp. ET 269246104 2005-05-26 Elect Director For For For For
Daryl G.
Brewster
E*Trade Financial Corp. ET 269246104 2005-05-26 Elect Director For For For For
Stephen H.
Willard
E*Trade Financial Corp. ET 269246104 2005-05-26 Approve For For For For
Omnibus Stock
Plan
E*Trade Financial Corp. ET 269246104 2005-05-26 Approve For For For For
Executive
Incentive Bonus
Plan
E*Trade Financial Corp. ET 269246104 2005-05-26 Ratify Auditors For For For For
Pixelworks, Inc. PXLW 72581M107 2005-05-24 Elect Director For For For For
Allen H. Alley
Pixelworks, Inc. PXLW 72581M107 2005-05-24 Elect Director For For For For
Mark
Christensen
Pixelworks, Inc. PXLW 72581M107 2005-05-24 Elect Director For For For For
C. Scott Gibson
Pixelworks, Inc. PXLW 72581M107 2005-05-24 Elect Director For For For For
Frank Gill
Pixelworks, Inc. PXLW 72581M107 2005-05-24 Elect Director For For For For
Bruce Walicek
Pixelworks, Inc. PXLW 72581M107 2005-05-24 Amend Stock For For For For
Option Plan
Pixelworks, Inc. PXLW 72581M107 2005-05-24 Amend Stock For For For For
Option Plan
Pixelworks, Inc. PXLW 72581M107 2005-05-24 Ratify Auditors For For For For
Corixa Corp NULL 21887F100 2005-05-31 Elect Director For For For For
Steven Gillis,
Ph.D.
Corixa Corp NULL 21887F100 2005-05-31 Elect Director For For For For
Ronald Hunt
Corixa Corp NULL 21887F100 2005-05-31 Elect Director For For For For
Robert Momsen
Corixa Corp NULL 21887F100 2005-05-31 Elect Director Withhold For For For
Arnold L.
Oronsky, Ph.D.
Corixa Corp NULL 21887F100 2005-05-31 Elect Director For For For For
Samuel R. Saks,
M.D.
Corixa Corp NULL 21887F100 2005-05-31 Elect Director For For For For
Gregory Sessler
Corixa Corp NULL 21887F100 2005-05-31 Elect Director For For For For
James W. Young,
Ph.D.
Corixa Corp NULL 21887F100 2005-05-31 Ratify Auditors For For For For
KCS Energy, Inc. KCS 482434206 2005-06-10 Elect Director For For For For
James W.
Christmas
KCS Energy, Inc. KCS 482434206 2005-06-10 Elect Director Withhold For For For
Joel D. Siegel
KCS Energy, Inc. KCS 482434206 2005-06-10 Elect Director For For For For
Christopher A.
Viggiano
KCS Energy, Inc. KCS 482434206 2005-06-10 Approve Omnibus For For For For
Stock Plan
Universal Display Corp. PANL 91347P105 2005-06-30 Elect Director Withhold For For For
Steven V.
Abramson
Universal Display Corp. PANL 91347P105 2005-06-30 Elect Director For For For For
Leonard Becker
Universal Display Corp. PANL 91347P105 2005-06-30 Elect Director For For For For
Elizabeth H.
Gemmill
Universal Display Corp. PANL 91347P105 2005-06-30 Elect Director For For For For
C. Keith
Hartley
Universal Display Corp. PANL 91347P105 2005-06-30 Elect Director For For For For
Lawrence
Lacerte
Universal Display Corp. PANL 91347P105 2005-06-30 Elect Director Withhold For For For
Sidney D.
Rosenblatt
Universal Display Corp. PANL 91347P105 2005-06-30 Elect Director Withhold For For For
Sherwin I.
Seligsohn
Universal Display Corp. PANL 91347P105 2005-06-30 Amend Omnibus For For For For
Stock Plan
Pain Therapeutics, Inc. PTIE 69562K100 2005-05-26 Elect Director Withhold For Withhold Withhold
Robert Z.
Gussin, Ph.D.
Pain Therapeutics, Inc. PTIE 69562K100 2005-05-26 Ratify Auditors For For For For
Immersion Corp. IMMR 452521107 2005-06-01 Elect Director For For For For
John Hodgman
Immersion Corp. IMMR 452521107 2005-06-01 Ratify Auditors For For For For
LEADIS TECHNOLOGY INC LDIS 52171N103 2005-05-24 Elect Director For For For For
James Plummer,
Phd
LEADIS TECHNOLOGY INC LDIS 52171N103 2005-05-24 Elect Director Withhold For For For
Lip-Bu Tan
LEADIS TECHNOLOGY INC LDIS 52171N103 2005-05-24 Ratify Auditors For For For For
Alliance Imaging, Inc. AIQ 018606202 2005-05-24 Elect Director Withhold For For For
Adam H. Clammer
Alliance Imaging, Inc. AIQ 018606202 2005-05-24 Elect Director For For For For
Neil F. Dimick
Alliance Imaging, Inc. AIQ 018606202 2005-05-24 Elect Director Withhold For For For
Paul S. Viviano
Alliance Imaging, Inc. AIQ 018606202 2005-05-24 Ratify Auditors For For For For
LivePerson Inc. LPSN 538146101 2005-05-24 Elect Director For For For For
Steven Berns
LivePerson Inc. LPSN 538146101 2005-05-24 Elect Director Withhold For For For
Timothy E.
Bixby
LivePerson Inc. LPSN 538146101 2005-05-24 Amend Stock Against For Against Against
Option Plan
LivePerson Inc. LPSN 538146101 2005-05-24 Ratify Auditors For For For For
Bioscrip Inc BIOS 09069N108 2005-05-25 Elect Director For For For For
Henry F.
Blissenbach
Bioscrip Inc BIOS 09069N108 2005-05-25 Elect Director Withhold For For For
Richard A.
Cirillo
Bioscrip Inc BIOS 09069N108 2005-05-25 Elect Director For For For For
Charlotte W.
Collins
Bioscrip Inc BIOS 09069N108 2005-05-25 Elect Director For For For For
Louis T.
Difazio
Bioscrip Inc BIOS 09069N108 2005-05-25 Elect Director For For For For
Richard H.
Friedman
Bioscrip Inc BIOS 09069N108 2005-05-25 Elect Director For For For For
Myron Z.
Holubiak
Bioscrip Inc BIOS 09069N108 2005-05-25 Elect Director For For For For
David R. Hubers
Bioscrip Inc BIOS 09069N108 2005-05-25 Elect Director For For For For
Michael Kooper
Bioscrip Inc BIOS 09069N108 2005-05-25 Elect Director For For For For
Richard L.
Robbins
Bioscrip Inc BIOS 09069N108 2005-05-25 Elect Director For For For For
Stuart A.
Samuels
Bioscrip Inc BIOS 09069N108 2005-05-25 Ratify Auditors For For For For
Phillips-Van Heusen Corp. PVH 718592108 2005-06-14 Elect Director Withhold For Do Not Vote NULL
Emanuel Chirico
Phillips-Van Heusen Corp. PVH 718592108 2005-06-14 Elect Director For For Do Not Vote NULL
Edward H. Cohen
Phillips-Van Heusen Corp. PVH 718592108 2005-06-14 Elect Director Withhold For Do Not Vote NULL
Joseph B.
Fuller
Phillips-Van Heusen Corp. PVH 718592108 2005-06-14 Elect Director Withhold For Do Not Vote NULL
Joel H.
Goldberg
Phillips-Van Heusen Corp. PVH 718592108 2005-06-14 Elect Director For For Do Not Vote NULL
Marc Grosman
Phillips-Van Heusen Corp. PVH 718592108 2005-06-14 Elect Director Withhold For Do Not Vote NULL
Bruce J.
Klatsky
Phillips-Van Heusen Corp. PVH 718592108 2005-06-14 Elect Director Withhold For Do Not Vote NULL
Harry N.S. Lee
Phillips-Van Heusen Corp. PVH 718592108 2005-06-14 Elect Director For For Do Not Vote NULL
Bruce Maggin
Phillips-Van Heusen Corp. PVH 718592108 2005-06-14 Elect Director For For Do Not Vote NULL
Henry Nasella
Phillips-Van Heusen Corp. PVH 718592108 2005-06-14 Elect Director For For Do Not Vote NULL
Rita M.
Rodriguez
Phillips-Van Heusen Corp. PVH 718592108 2005-06-14 Elect Director Withhold For Do Not Vote NULL
Mark Weber
Phillips-Van Heusen Corp. PVH 718592108 2005-06-14 Approve For For Do Not Vote NULL
Executive
Incentive Bonus
Plan
Phillips-Van Heusen Corp. PVH 718592108 2005-06-14 Approve For For Do Not Vote NULL
Executive
Incentive Bonus
Plan
Phillips-Van Heusen Corp. PVH 718592108 2005-06-14 Ratify Auditors For For Do Not Vote NULL
Red Robin Gourmet Burgers
Inc RRGB 75689M101 2005-06-02 Elect Director For For For For
Benjamin D.
Graebel
Red Robin Gourmet Burgers
Inc RRGB 75689M101 2005-06-02 Elect Director For For For For
Dennis B.
Mullen
Red Robin Gourmet Burgers
Inc RRGB 75689M101 2005-06-02 Ratify Auditors For For For For
Ultra Clean Holdings,
Inc. UCTT 90385V107 2005-05-20 Elect Director For For For For
Brian R.
Bachman
Ultra Clean Holdings,
Inc. UCTT 90385V107 2005-05-20 Elect Director For For For For
Susan H. Billat
Ultra Clean Holdings,
Inc. UCTT 90385V107 2005-05-20 Elect Director Withhold For For For
Dipanjan Deb
Ultra Clean Holdings,
Inc. UCTT 90385V107 2005-05-20 Elect Director For For For For
Kevin C.
Eichler
Ultra Clean Holdings,
Inc. UCTT 90385V107 2005-05-20 Elect Director For For For For
Clarence L.
Granger
Ultra Clean Holdings,
Inc. UCTT 90385V107 2005-05-20 Elect Director Withhold For For For
David Ibnale
Ultra Clean Holdings,
Inc. UCTT 90385V107 2005-05-20 Elect Director For For For For
Thomas M. Rohrs
Ultra Clean Holdings,
Inc. UCTT 90385V107 2005-05-20 Ratify Auditors For For For For
Salix Pharmaceuticals Ltd SLXP 795435106 2005-06-09 Elect Director For For For For
John F.
Chappell
Salix Pharmaceuticals Ltd SLXP 795435106 2005-06-09 Elect Director For For For For
Thomas W.
D'Alonzo
Salix Pharmaceuticals Ltd SLXP 795435106 2005-06-09 Elect Director For For For For
Richard A.
Franco
Salix Pharmaceuticals Ltd SLXP 795435106 2005-06-09 Elect Director For For For For
William P.
Keane
Salix Pharmaceuticals Ltd SLXP 795435106 2005-06-09 Elect Director For For For For
Carolyn J.
Logan
Salix Pharmaceuticals Ltd SLXP 795435106 2005-06-09 Approve Omnibus Against For For For
Stock Plan
Salix Pharmaceuticals Ltd SLXP 795435106 2005-06-09 Ratify Auditors For For For For
Hot Topic, Inc. HOTT 441339108 2005-06-15 Elect Director For For For For
Cynthia Cohen
Hot Topic, Inc. HOTT 441339108 2005-06-15 Elect Director For For For For
Corrado
Federico
Hot Topic, Inc. HOTT 441339108 2005-06-15 Elect Director For For For For
W. Scott
Hedrick
Hot Topic, Inc. HOTT 441339108 2005-06-15 Elect Director Withhold For For For
Kathleen Mason
Hot Topic, Inc. HOTT 441339108 2005-06-15 Elect Director For For For For
Elizabeth
McLaughlin
Hot Topic, Inc. HOTT 441339108 2005-06-15 Elect Director For For For For
Bruce Quinnell
Hot Topic, Inc. HOTT 441339108 2005-06-15 Elect Director For For For For
Andrew Schuon
Hot Topic, Inc. HOTT 441339108 2005-06-15 Amend Omnibus For For For For
Stock Plan
Hot Topic, Inc. HOTT 441339108 2005-06-15 Amend Non- For For For For
Employee
Director Stock
Option Plan
Hot Topic, Inc. HOTT 441339108 2005-06-15 Ratify Auditors For For For For
Third Wave Technologies
Inc TWTI 88428W108 2005-06-14 Elect Director For For For For
Lionel Sterling
Third Wave Technologies
Inc TWTI 88428W108 2005-06-14 Ratify Auditors For For For For
JUPITERMEDIA CORP JUPM 48207D101 2005-06-09 Elect Director Withhold For For For
Alan M. Meckler
JUPITERMEDIA CORP JUPM 48207D101 2005-06-09 Elect Director Withhold For For For
Christopher S.
Cardell
JUPITERMEDIA CORP JUPM 48207D101 2005-06-09 Elect Director For For For For
Michael J.
Davies
JUPITERMEDIA CORP JUPM 48207D101 2005-06-09 Elect Director For For For For
Gilbert F. Bach
JUPITERMEDIA CORP JUPM 48207D101 2005-06-09 Elect Director For For For For
William A.
Shutzer
JUPITERMEDIA CORP JUPM 48207D101 2005-06-09 Elect Director For For For For
John R. Patrick
JUPITERMEDIA CORP JUPM 48207D101 2005-06-09 Ratify Auditors For For For For
Onyx Software Corp. ONXS 683402200 2005-06-09 Elect Director For For For For
William Porter
Onyx Software Corp. ONXS 683402200 2005-06-09 Elect Director For For For For
Daniel R.
Santell
Onyx Software Corp. ONXS 683402200 2005-06-09 Elect Director For For For For
Janice P.
Anderson
Onyx Software Corp. ONXS 683402200 2005-06-09 Elect Director For For For For
Robert M.
Tarkoff
Onyx Software Corp. ONXS 683402200 2005-06-09 Ratify Auditors For For For For
IPayment, Inc IPMT 46262E105 2005-06-06 Elect Director For For For For
Peter Y. Chung
IPayment, Inc IPMT 46262E105 2005-06-06 Elect Director For For For For
Gregory S.
Daily
IPayment, Inc IPMT 46262E105 2005-06-06 Elect Director For For For For
J. Donald
Mclemore, Jr.
IPayment, Inc IPMT 46262E105 2005-06-06 Elect Director For For For For
Jennie Carter
Thomas
IPayment, Inc IPMT 46262E105 2005-06-06 Elect Director For For For For
David T.
Vandewater
IPayment, Inc IPMT 46262E105 2005-06-06 Elect Director For For For For
Clay M. Whitson
IPayment, Inc IPMT 46262E105 2005-06-06 Elect Director For For For For
David M. Wilds
IPayment, Inc IPMT 46262E105 2005-06-06 Ratify Auditors For For For For
Saxon Capital Inc. SAX 80556T106 2005-06-21 Elect Director For For For For
Richard A.
Kraemer
Saxon Capital Inc. SAX 80556T106 2005-06-21 Elect Director For For For For
Louis C.
Fornetti
Saxon Capital Inc. SAX 80556T106 2005-06-21 Elect Director For For For For
Michael L.
Sawyer
Saxon Capital Inc. SAX 80556T106 2005-06-21 Elect Director For For For For
Thomas J.
Wageman
Saxon Capital Inc. SAX 80556T106 2005-06-21 Elect Director For For For For
David D.
Wesselink
Saxon Capital Inc. SAX 80556T106 2005-06-21 Ratify Auditors For For For For
Cost Plus, Inc. CPWM 221485105 2005-06-29 Elect Director For For For For
Joseph H.
Coulombe
Cost Plus, Inc. CPWM 221485105 2005-06-29 Elect Director Withhold For For For
Barry J. Feld
Cost Plus, Inc. CPWM 221485105 2005-06-29 Elect Director Withhold For For For
Danny W. Gurr
Cost Plus, Inc. CPWM 221485105 2005-06-29 Elect Director Withhold For For For
Kim D. Robbins
Cost Plus, Inc. CPWM 221485105 2005-06-29 Elect Director Withhold For For For
Fredric M.
Roberts
Cost Plus, Inc. CPWM 221485105 2005-06-29 Elect Director For For For For
Thomas D.
Willardson
Cost Plus, Inc. CPWM 221485105 2005-06-29 Amend Non- For For For For
Employee
Director Stock
Option Plan
Cost Plus, Inc. CPWM 221485105 2005-06-29 Ratify Auditors For For For For
BJS Restaurants Inc BJRI 09180C106 2005-06-14 Elect Director For For Do Not Vote NULL
Paul A.
Montenko
BJS Restaurants Inc BJRI 09180C106 2005-06-14 Elect Director For For Do Not Vote NULL
Jeremiah J.
Hennessy
BJS Restaurants Inc BJRI 09180C106 2005-06-14 Elect Director For For Do Not Vote NULL
Gerald W.
Deitchle
BJS Restaurants Inc BJRI 09180C106 2005-06-14 Elect Director For For Do Not Vote NULL
James A.
DalPozzo
BJS Restaurants Inc BJRI 09180C106 2005-06-14 Elect Director For For Do Not Vote NULL
Shann M.
Brassfield
BJS Restaurants Inc BJRI 09180C106 2005-06-14 Elect Director For For Do Not Vote NULL
Larry D. Bouts
BJS Restaurants Inc BJRI 09180C106 2005-06-14 Elect Director For For Do Not Vote NULL
John F.
Grundhofer
BJS Restaurants Inc BJRI 09180C106 2005-06-14 Elect Director For For Do Not Vote NULL
J. Roger King
BJS Restaurants Inc BJRI 09180C106 2005-06-14 Elect Director For For Do Not Vote NULL
Peter A. Bassi
BJS Restaurants Inc BJRI 09180C106 2005-06-14 Approve Omnibus Against For Do Not Vote NULL
Stock Plan
BJS Restaurants Inc BJRI 09180C106 2005-06-14 Ratify Auditors For For Do Not Vote NULL
United PanAm Financial
Corp. UPFC 911301109 2005-06-23 Elect Director For For For For
Guillermo Bron
United PanAm Financial
Corp. UPFC 911301109 2005-06-23 Elect Director For For For For
Luis Maizel
United PanAm Financial
Corp. UPFC 911301109 2005-06-23 Elect Director For For For For
Ray Thousand
United PanAm Financial
Corp. UPFC 911301109 2005-06-23 Amend Omnibus Against For For For
Stock Plan
United PanAm Financial
Corp. UPFC 911301109 2005-06-23 Ratify Auditors For For For For
Homestore Inc. HOMS 437852106 2005-06-22 Elect Director For For For For
Joe F. Hanauer
Homestore Inc. HOMS 437852106 2005-06-22 Elect Director Withhold For For For
L. John Doerr
Homestore Inc. HOMS 437852106 2005-06-22 Elect Director For For For For
W. Michael Long
Homestore Inc. HOMS 437852106 2005-06-22 Declassify the For For For For
Board of
Directors
Northstar Realty Finance
Corp NULL 66704R100 2005-06-23 Elect Director For For For For
William V.
Adamski
Northstar Realty Finance
Corp NULL 66704R100 2005-06-23 Elect Director For For For For
Preston Butcher
Northstar Realty Finance
Corp NULL 66704R100 2005-06-23 Elect Director For For For For
David T.
Hamamoto
Northstar Realty Finance
Corp NULL 66704R100 2005-06-23 Elect Director For For For For
Judith A.
Hannaway
Northstar Realty Finance
Corp NULL 66704R100 2005-06-23 Elect Director For For For For
Wesley D.
Minami
Northstar Realty Finance
Corp NULL 66704R100 2005-06-23 Elect Director For For For For
W. Edward
Scheetz
Northstar Realty Finance
Corp NULL 66704R100 2005-06-23 Elect Director For For For For
Frank V. Sica
Northstar Realty Finance
Corp NULL 66704R100 2005-06-23 Ratify Auditors For For For For
Northstar Realty Finance
Corp NULL 66704R100 2005-06-23 Other Business Against For Against Against
LifePoint Hospitals, Inc. LPNT 53219L109 2005-06-30 Elect Director For For For For
Kenneth C.
Donahey
LifePoint Hospitals, Inc. LPNT 53219L109 2005-06-30 Elect Director For For For For
Richard H.
Evans
LifePoint Hospitals, Inc. LPNT 53219L109 2005-06-30 Elect Director For For For For
Michael P.
Haley
LifePoint Hospitals, Inc. LPNT 53219L109 2005-06-30 Amend Omnibus For For For For
Stock Plan
LifePoint Hospitals, Inc. LPNT 53219L109 2005-06-30 Ratify Auditors For For For For
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
06/29/05 - A 77 Bank Ltd. J71348106 03/31/05 22,000
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends:
Interim JY 3, Final JY 3, Special JY 0
Payout ratio is approximately 26 percent.
2 Elect Directors For For Mgmt
2.1 Elect Director --- For
None of the nominees has been designated by
the company as an outside director.
2.2 Elect Director --- For
2.3 Elect Director --- For
2.4 Elect Director --- For
2.5 Elect Director --- For
2.6 Elect Director --- For
2.7 Elect Director --- For
2.8 Elect Director --- For
2.9 Elect Director --- For
2.10 Elect Director --- For
2.11 Elect Director --- For
2.12 Elect Director --- For
2.13 Elect Director --- For
2.14 Elect Director --- For
2.15 Elect Director --- For
2.16 Elect Director --- For
3 Approve Retirement Bonuses for Directors For For Mgmt
The retiring directors are all insiders,
and we have no reason to oppose this
resolution.
04/28/05 - A Abn Amro Holding Nv N0030P459 04/21/05 5,770
1 Receive Report of Management Board None None Mgmt
2a Approve Financial Statements and Statutory For For Mgmt
Reports
2b Presentation on Dividend and Reserve Policy; For For Mgmt
Approve Dividend
2c Approve Discharge of Management Board For For Mgmt
2d Approve Discharge of Supervisory Board For For Mgmt
3 Approve Remuneration Report Containing For For Mgmt
Remuneration Policy for Management Board Members
As ISS considers the overall structure of
the proposed remuneration policy to be
shareholder friendly, we recommend a vote
in favor of the
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 1
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
proposal.
4a Elect Robert van den Bergh to Supervisory Board For For Mgmt
4b Elect Anthony Ruys to Supervisory Board For For Mgmt
5a Discussion about Company's Corporate None None Mgmt
Governance Structure
5b Amend Articles to Reflect Recommendations For For Mgmt
of Dutch Corporate Governance Code and
Amendments to Book 2 of Dutch Civil Code on
Two-tiered Company Regime
6 Authorize Repurchase of Up to Ten Percent of For For Mgmt
Issued Share Capital
Some shareholders object to corporations
repurchasing shares. They prefer to see
extra cash invested in new businesses
or paid out as dividends. We believe that
when timed correctly, corporate stock
repurchases are a legitimate use of
corporate funds and can add to long-term
shareholder returns. For this reason, we
recommend a vote in favor of the board's
proposal.
7a Grant Board Authority to Issue Authorized For For Mgmt
Yet Unissued Ordinary Shares, Convertible
Preference Shares, and Preference Financing
Shares Up to 20 Percent of Issued Capital
7b Authorize Board to Exclude Preemptive Rights For For Mgmt
from Issuance Under Item 7a
8 Other Business (Non-Voting) None None Mgmt
04/21/05 - A Aegon NV N0089J123 04/14/05 12,700
1 Open Meeting None None Mgmt
2a Discussion of Annual Report None None Mgmt
2b Approve Financial Statements and Statutory For For Mgmt
Reports
2c Discussion about Company's Reserves and None None Mgmt
Dividend Policy
2d Approve Total Dividend of EUR 0.42 For For Mgmt
2e Approve Discharge of Executive Board For For Mgmt
2f Approve Discharge of Supervisory Board For For Mgmt
3 Ratify Ernst & Young as Auditors For For Mgmt
4 Discussion about Company's Corporate None None Mgmt
Governance
5a Amend Articles to Reflect Recommendations For For Mgmt
of Dutch Corporate Governance Code and
Amendments to Book 2 of Dutch Civil Code
on Two-
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Mgmt Rec - Company Management Recommended Vote Page 2
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
tiered Company Regime
5b Authorize J.B.M. Streppel and E. Lagendijk to For For Mgmt
Execute Amendment to Articles of Incorporation
6 Approve Remuneration of Supervisory Board For For Mgmt
7a Reelect D.J. Shephard to Executive Board For For Mgmt
7b Reelect J.B.M. Streppel to Executive Board For For Mgmt
8a Elect S. Levy to Supervisory Board For For Mgmt
8b Reelect D.G. Eustace to Supervisory Board For For Mgmt
8c Reelect W.F.C. Stevens to Supervisory Board For For Mgmt
8d Announce Vacancies on Supervisory Board in 2006 None None Mgmt
9a Grant Board Authority to Issue Authorized Yet For Against Mgmt
Unissued Common Shares Up to 10 Percent of
Issued Share Capital (20 Percent in Connection
with Acquisition)
Our guidelines allow for general capital
increases without preemptive rights to a
maximum of 20 percent of the issued share
capital; this amount is generally more than
adequate for unforeseen contingencies.
Issuance authorities larger than 20 percent
without preemptive rights could lead to
substantial dilution. Therefore, the first
part of the request complies with our
guidelines. However, the authorization would
also allow for the issuance of preferred
shares to Vereniging Aegon, which could use
preferred shares to thwart a hostile
takeover. Because the authorization would
allow for the issuance of preferred shares
that could be used as an antitakeover
device, shareholders are advised to vote
against this proposal.
9b Authorize Board to Exclude Preemptive Rights For For Mgmt
from Issuance Under Item 9a
9c Authorize Board to Issue Common Shares Up to 1 For For Mgmt
Percent of Issued Share Capital for Incentive
Plans
9d Authorize Repurchase of Up to Ten Percent of For For Mgmt
Issued Share Capital
Some shareholders object to corporations
repurchasing shares. They prefer to see
extra cash invested in new businesses or
paid out as dividends. We believe that when
timed correctly, corporate stock repurchases
are a legitimate use of corporate funds and
can add to long-term shareholder returns.
For this reason, we recommend a vote in
favor of
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 3
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
the board's proposal.
10 Other Business (Non-Voting) None None Mgmt
11 Close Meeting None None Mgmt
05/04/05 - A Allianz AG (formerly Allianz Holding AG) D03080112 None 1,010
1 Receive Financial Statements and Statutory None None Mgmt
Reports
2 Approve Allocation of Income and Dividends of For For Mgmt
EUR 1.75 per Share
3 Approve Discharge of Management Board for For For Mgmt
Fiscal 2004
4 Approve Discharge of Supervisory Board for For For Mgmt
Fiscal 2004
5 Elect Igor Landau, Dennis Snower, Franz For For Mgmt
Fehrenbach, and Franz Humer as Members of the
Supervisory Board; Elect Albrecht Schaefer and
Juergen Than as Alternate Members of the
Supervisory Board
6 Amend Articles Re: Supervisory Board For For Mgmt
Remuneration
7 Authorize Repurchase of up to Five Percent of For For Mgmt
Issued Share Capital for Trading Purposes
8 Authorize Share Repurchase Program and For For Mgmt
Reissuance of Repurchased Shares
9 Authorize Issuance of Investment Certificates For For Mgmt
up to Aggregate Nominal Value of EUR 25 Million
06/29/05 - A Alps Electric Co. Ltd. J01176114 03/31/05 7,200
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends: Interim JY 6, Final JY 10,
Special JY 0
Payout ratio is approximately 46 percent.
2 Amend Articles to: Reduce Maximum Board Size - For Against Mgmt
Authorize Share Repurchases at Board's
Discretion
The maximum board size would be cut from 25
to 18. Alps will have 15 directors at the
close of this meeting, assuming the nominees
in Item 3 are elected. There will thus be
some leeway for the company to appoint
outside directors in the future, as it is
considering doing. We would not oppose this
amendment by itself. However, the company
does not have especially large shareholdings
by
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 4
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
domestic banks or insurance companies, and
so is unlikely to be subject to significant
selling pressure as those financial
institutions reduce their corporate
shareholdings. If the company does see a
need to repurchase shares, ISS sees no
reason why the company cannot seek
shareholder approval for a repurchase
framework at each year's AGM, giving
shareholders the ability to evaluate the
company's plans before the fact. Because
allowing the company to repurchase shares
solely at the board's discretion is not in
shareholders' interest, we recommend that
shareholders oppose the whole resolution.
3 Elect Directors For For Mgmt
3.1 Elect Director --- For
None of the nominees has been designated by the
company as an outside director.
3.2 Elect Director --- For
3.3 Elect Director --- For
3.4 Elect Director --- For
4.1 Appoint Internal Statutory Auditor For For Mgmt
The nominee is not designated by the company
as independent, and we have no reason to
oppose his nomination.
4.2 Appoint Internal Statutory Auditor For For Mgmt
The nominee for independent auditor, a
statutory auditor of Business Brain
Showa-Ota Inc. and an outside director of
Takagi Securities, passes our test for
independence.
5 Approve Retirement Bonuses for Director and For Against Mgmt
Statutory Auditors
One of the retiring auditors has been
designated by the company as independent. As
we believe the payment of such bonuses to
non-executives, at the discretion of the
insiders, is a highly inappropriate practice
anywhere, we see no alternative but to
recommend opposing the whole item.
10/28/04 - A Amcor Ltd. Q03080100 10/26/04 17,300
1 Accept Financial Statements and Statutory For For Mgmt
Reports
2a Elect Chris Roberts as Director For For Mgmt
2b Elect Geoff Tomlinson as Director For For Mgmt
3 Amend Constitution RE: Sale of Unmarketable For For Mgmt
Parcels
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 5
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
04/20/05 - A Anglo American PLC (formerly Anglo Ame. Corp. of S. G03764100 None 7,200
Africa L
1 Accept Financial Statements and Statutory For For Mgmt
Reports
2 Approve Final Dividend of 51 US Cents Per Share For For Mgmt
3 Elect R Medori as Director For For Mgmt
He will be elected a director with effect
from 1 June 2005 and replace Tony Lea as
Finance Director of the Company. The Company
recognise that from 1 June 2005 to 31
December 2005, the overall Board composition
will not comply with the recommendation of
the revised Code. However, the Company
believes that this is fully justified in
order to ensure an efficient transition.
4 Elect R Alexander as Director For For Mgmt
5 Elect D Hathorn as Director For For Mgmt
6 Elect S Thompson as Director For For Mgmt
7 Re-elect R Godsell as Director For For Mgmt
8 Re-elect A Trahar as Director For For Mgmt
9 Re-elect K Van Miert as Director For For Mgmt
10 Reappoint Deloitte & Touche LLP as Auditors of For For Mgmt
the Company
11 Authorise Board to Fix Remuneration of the For For Mgmt
Auditors
12 Approve Remuneration Report For For Mgmt
We note the pension compensation payment
made in respect of the CEO. However, we do
not consider these issues to be contentious.
Apart for this we not rising any major
issues for this Company.
13 Authorise Issue of Equity or Equity-Linked For For Mgmt
Securities with Pre-emptive Rights up to
Aggregate Nominal Amount of USD 248,500,000
14 Authorise Issue of Equity or Equity-Linked For For Mgmt
Securities without Pre-emptive Rights up to
Aggregate Nominal Amount of USD 37,250,000
15 Authorise 149,000,000 Shares for Market For For Mgmt
Purchase
05/04/05 - A BAE Systems PLC(frm.British Aerospace Plc ) G06940103 None 26,900
1 Accept Financial Statements and Statutory For For Mgmt
Reports
2 Approve Remuneration Report For For Mgmt
We welcome the commitment to remove fixed
based re-testing at year five under the
Executive Share
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 6
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
Option Plan. We also note that the
Restricted Share Plan provides for a
one-to-one match not subject to performance
criteria after three years.
3 Approve Final Dividend of 5.8 Pence Per For For Mgmt
Ordinary Share
4 Re-elect Sir Peter Mason as Director For For Mgmt
5 Re-elect Mark Ronald as Director For For Mgmt
6 Re-elect Michael Turner as Director For For Mgmt
7 Elect Richard Olver as Director For For Mgmt
He was appointed to the Board as a NED in
May 2004 and became Chairman on 1 July 2004.
He was independent at the time of
appointment.
8 Reappoint KPMG Audit Plc as Auditors of the For For Mgmt
Company
9 Authorise Board to Fix Remuneration of the For For Mgmt
Auditors
10 Approve Increase in Authorised Capital from For For Mgmt
GBP 165,000,001 to GBP 180,000,001
11 Authorise Issue of Equity or Equity-Linked For For Mgmt
Securities with Pre-emptive Rights up to
Aggregate Nominal Amount of GBP 15,989,518
if Resolution 10 is Not Passed; Otherwise up
to Aggregate Nominal Amount of GBP 26,750,818
12 Authorise the Company to Make EU Political For For Mgmt
Donations and Incur EU Political Expenditure
up to GBP 100,000
13 Authorise BAE Systems (Defence Systems) Ltd. For For Mgmt
to Make EU Political Donations and Incur EU
Political Expenditure up to GBP 100,000
14 Authorise BAE Systems Electronics Ltd. to Make For For Mgmt
EU Political Donations and Incur EU Political
Expenditure up to GBP 100,000
15 Authorise BAE Systems Marine Ltd. to Make EU For For Mgmt
Political Donations and Incur EU Political
Expenditure up to GBP 100,000
16 Authorise BAE Systems (Operations) Ltd. to For For Mgmt
Make EU Political Donations and Incur EU
Political Expenditure up to GBP 100,000
17 Authorise BAE Systems Land Systems (Bridging) For For Mgmt
Ltd. to Make EU Political Donations and Incur
EU Political Expenditure up to GBP 100,000
18 Authorise BAE Systems Land Systems For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 7
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
(Munitions and Ordnance) Ltd. to Make EU
Political Donations and Incur EU Political
Expenditure up to GBP 100,000
19 Authorise BAE Systems Land Systems For For Mgmt
(Weapons and Vehicles) Ltd. to Make EU
Political Donations and Incur EU Political
Expenditure up to GBP 100,000
20 Authorise Land Systems Hagglunds AB to Make For For Mgmt
EU Political Donations and Incur EU Political
Expenditure up to GBP 100,000
21 Authorise Issue of Equity or Equity-Linked For For Mgmt
Securities without Pre-emptive Rights up to
Aggregate Nominal Amount of GBP 4,013,024
22 Authorise 321,041,924 Ordinary Shares for For For Mgmt
Market Purchase
23 Amend Articles of Association Re: For For Mgmt
Indemnification of Directors
This is a non-contentious item.
05/13/05 - S BAE Systems PLC(frm.British Aerospace Plc) G06940103 None 26,900
1 Approve Acquisition of United Defense For For Mgmt
Industries, Inc.
2 Amend Company's Borrowing Limits For For Mgmt
04/29/05 - BANCHE POPOLARI UNITE SCARL T1681V104 04/22/05 3,620
A/S Ordinary Business
1 Elect Directors For Mgmt
2 Approve Remuneration of Directors for For Mgmt
Attendance in Board Meetings
3 Accept Financial Statements and Statutory For Mgmt
Reports
4 Authorize Share Repurchase Program and For Mgmt
Reissuance of Repurchased Shares
Special Business
1 Amend Articles of Association, Partially to For Mgmt
Reflect New Italian Company Law Regulations
Not voted due to shareblocking restriction.
The potential impact on trading/loan share
activities would outweigh the economic
value of the vote.
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 8
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
04/20/05 - A Banco De Sabadell E15819118 None 6,100
1 Approve Individual and Consolidated Financial For For Mgmt
Statements, Allocation of Income and
Distribution of Dividend for Fiscal Year
12-31-04; Approve Discharge of Directors
2 Fix Number of Directors to 13 Members and Elect For For Mgmt
Directors to the Board
3 Authorize Share Repurchase Program and For For Mgmt
Cancellation of Repurchased Shares
4 Authorize Issuance of Debt Instruments for a
Three-Year Term For For Mgmt
5 Reelect PricewaterhouseCoopers Auditores SL as For For Mgmt
Auditors for a Period of One Year
6 Authorize Board to Ratify and Execute Approved For For Mgmt
Resolutions
04/08/05 - A Bank Of East Asia, Limited Y06942109 03/11/05 38,300
1 Accept Financial Statements and Statutory For For Mgmt
Reports
2 Approve Final Dividend For For Mgmt
3a Reelect Tan Man-kou as Director For For Mgmt
3b Reelect Li Fook-wo as Director For For Mgmt
3c Reelect Joseph Pang Yuk-wing as Director For For Mgmt
3d Reelect Thomas Kwok Ping-kwong as Director For For Mgmt
3e Reelect Richard Li Tzar-kai as Director For For Mgmt
4 Reappoint KPMG as Auditors and Authorize Board For For Mgmt
to Fix Their Remuneration
5 Amend Articles Re: Voting at General Meetings, For For Mgmt
Nomination of Directors, Material Interest of
Directors in Contracts Entered into by the
Company
6 Approve Issuance of Equity or Equity-Linked For Against Mgmt
Securities without Preemptive Rights
This authority complies with SEHK
regulations governing such plans. However,
ISS recommends voting against the issuance
of shares without preemptive rights unless
the company provides specific language and
terms that there will be (1) adequate
restrictions on discounts and (2) no
authority to refresh the issuance amounts
without
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 9
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
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Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
prior shareholder approval. This is in light
of abuses made by a number of Hong Kong
companies that have issued shares at steep
discounts to related parties and renewed the
share issuance amount under this authority
without shareholder approval, both of which
are permissible under current law.
7 Approve Repurchase of Up to 10 Percent of For For Mgmt
Issued Capital
8 Authorize Reissuance of Repurchased Shares For For Mgmt
04/28/05 - A Barclays Plc G08036124 None 15,260
1 Accept Financial Statements and Statutory For For Mgmt
Reports
2 Approve Remuneration Report For For Mgmt
We are pointing to a number of issues
relating to the Incentive Share Option Plan
(ISOP) - including the presence of one
retest for the 2004 grant - but believe that
since the plan is being replaced this year,
the remuneration report resolution can be
supported. The one other disclosure which
may lead to shareholder questions relates to
the compensation payment made to one ED who
retired from the Board at the end of 2004.
However, we do not believe that a vote
against the remuneration report on this
issue alone is warranted.
3 Re-elect Sir Andrew Likierman as Director For For Mgmt
4 Re-elect Richard Clifford as Director For For Mgmt
5 Re-elect Matthew Barrett as Director For For Mgmt
The issue of Matthew Barrett becoming
Chairman was discussed in our report on the
2004 AGM. In that report, we expressed our
concerns about chief executives becoming
chairman, although noted that Barclays had
provided a lengthy explanation for its
decision. We are supporting Matthew
Barrett's re-election to the Board in light
of that explanation and the confidence we
have in the Company's general corporate
governance. The Company has made a number of
positive changes over the course of 2004 -
highlighted elsewhere in this report - and
we are satisfied with the current situation.
6 Re-elect John Varley as Director For For Mgmt
7 Re-elect David Arculus as Director For For Mgmt
8 Re-elect Sir Nigel Rudd as Director For For Mgmt
As discussed elsewhere in this report, we
are supporting the Company's designation of
Sir Nigel as an independent NED,
notwithstanding his length of service on the
Board. We are therefore in a
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 10
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
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- -----------------------------------------------------------------------------------------------------------------------------
position to recommend a vote for his
re-election.
9 Reappoint PricewaterhouseCoopers LLP as For For Mgmt
Auditors of the Company
10 Authorise Board to Fix Remuneration of the For For Mgmt
Auditors
11 Approve Barclays PLC Performance Share Plan For For Mgmt
We are raising few concerns with the
proposed PSP and believe that it represents
a considerable improvement on the current
Incentive Share Option Plan. In particular,
we believe that most investors will support
the use of TSR with an economic profit
underpin as a performance condition. The
decision to structure the vesting schedule
so that full vesting is only possible for
finishing first in the comparator group is
also supported. The Remuneration Committee
reserves the right to use economic profit or
a similar target for up to 50% of future
awards. In such circumstances we would
expect prior consultation with major
shareholders on the rationale for such a
change in policy. The main issue which
investors will want to consider is the use
of expected values for determining award
limits. Such an approach is being taken by a
number of companies for new schemes. The
main drawback of this method is that it is
not as transparent as using face values
because of the calculations involved in
arriving at expected values. We will monitor
closely future awards under this plan.
12 Authorise the Directors to Establish For For Mgmt
Supplements or Appendices to the Performance
Share Plan
13 Authorise Issue of Equity or Equity-Linked For For Mgmt
Securities with Pre-emptive Rights up to
Aggregate Nominal Amount of GBP 538,163,237
14 Authorise Issue of Equity or Equity-Linked For For Mgmt
Securities without Pre-emptive Rights up to
Aggregate Nominal Amount of GBP 80,724,485
15 Authorise 968,600,000 Ordinary Shares for For For Mgmt
Market Purchase
05/16/05 - Benetton Group Spa T1966F139 05/11/05 9,940
A/S
Ordinary Business
1 Accept Financial Statements and Statutory For For Mgmt
Reports
2 Fix Number of Directors on the Board; Elect For Against Mgmt
Directors; Determine Directors'
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 11
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
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- -----------------------------------------------------------------------------------------------------------------------------
Term
Considering Benetton's lack of disclosure
with respect to board nominees--particularly
noteworthy in light of the company's
relatively large size within the Italian
market and its highly concentrated capital
structure--the presentation of a slate of
candidates under one bundled resolution, and
the fact that the voto di lista system has
not been adopted, shareholders are advised
to vote against Item 2.
As far as directors' remuneration is
concerned (Item 3), this is normally
noncontentious in Italian companies.
Shareholders are advised to support this
resolution, although they are advised to
contact Benetton's investor relations
department and request that in the future at
least an estimate of the proposed
remuneration be disclosed in the meeting
notice.
3 Approve Remuneration of Directors For For Mgmt
4 Appoint Internal Statutory Auditors; Approve For For Mgmt
Remuneration of Auditors
5 Authorize Share Repurchase Program and For For Mgmt
Reissuance of Repurchased Shares
Special Business
1 Amend Articles 10, 15, and 17 of the Bylaws For Against Mgmt
Considering that the amendments herewith
presented are under a bundled item and that
ISS is unable to determine their effect due
to lack of information, shareholders are
advised to vote against this resolution and
to contact the company's investor relations
department to solicit the company in
disclosing greater information well in
advance to the meeting.
05/18/05 - BNP Paribas SA (Fm. Banque Nationale De Paris) F1058Q238 None 2,980
A/S
Ordinary Business
1 Accept Consolidated Financial Statements and For For Mgmt
Statutory Reports
2 Approve Financial Statements and Statutory For For Mgmt
Reports
3 Approve Allocation of Income and Dividends of For For Mgmt
EUR 2 per Share
4 Approve Special Auditors' Report Regarding For For Mgmt
Related-Party Transactions
5 Authorize Repurchase of Up to Ten Percent of For For Mgmt
Issued Share Capital
6 Reelect Jean-Francois Lepetit as For For Mgmt
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Mgmt Rec - Company Management Recommended Vote Page 12
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Director
7 Reelect Gerhard Cromme as Director For For Mgmt
8 Reelect Francois Grappotte as Director For For Mgmt
9 Reelect Helene Ploix as Director For For Mgmt
10 Reelect Baudoin Prot as Director For For Mgmt
11 Elect Loyola De Palacio Del Valle-Lersundi as For For Mgmt
Director to Replace Jacques Friedmann
12 Approve Remuneration of Directors in the For For Mgmt
Aggregate Amount of EUR 780,000
13 Authorize Filing of Required Documents/Other For For Mgmt
Formalities
Special Business
14 Approve Stock Option Plan Grants For For Mgmt
15 Approve Restricted Stock Plan to Directors and For Against Mgmt
Employees of Company and its Subsidiaries
No further information was provided by the
company on this plan. When evaluating
restricted stock plans, ISS analyzes the
performance criteria as well as vesting
periods attached to the plan. ISS
understands that certain terms of these
plans are going to be set forward by an
upcoming legal decree, leaving issuers with
little opportunity to provide all details on
these plans at this time. While there has
been no indication that the company is
planning on granting restricted stock to
employees without performance criteria, the
final details of this plan cannot be
determined at this time. Because it is not
considered to be in shareholders' best
interest to support this plan without
further information, a vote against this
request is recommended.
16 Approve Reduction in Share Capital via For For Mgmt
Cancellation of Repurchased Shares
17 Approve Change In Number Of Directors Elected For For Mgmt
By Employees
18 Authorize Filing of Required Documents/Other For For Mgmt
Formalities
05/18/05 - A Bunzl Plc *BUNZ* G16968102 None 10,042
1 Accept Financial Statements and Statutory For For Mgmt
Reports
2 Approve Final Dividend of 9.15 Pence Per Share For For Mgmt
3 Elect Urich Wolters as Director For For Mgmt
4 Elect Christoph Sander as Director For For Mgmt
5 Elect Mark Harper as Director For For Mgmt
6 Elect Pat Larmon as Director For For Mgmt
7 Re-elect Pat Dyer as Director For For Mgmt
8 Re-elect Paul Heiden as Director For For Mgmt
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Mgmt Rec - Company Management Recommended Vote Page 13
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9 Re-elect David Williams as Director For For Mgmt
10 Reappoint KPMG Audit Plc as Auditors and For For Mgmt
Authorise the Board to Determine Their
Remuneration
11 Approve Remuneration Report For For Mgmt
We are not raising any major issues about
Bunzl's remuneration policy.
12 Authorise Issue of Equity or Equity-Linked For For Mgmt
Securities with Pre-emptive Rights up to
Aggregate Nominal Amount of GBP 39,700,000
13 Authorise Issue of Equity or Equity-Linked For For Mgmt
Securities without Pre-emptive Rights up to
Aggregate Nominal Amount of GBP 5,635,000
14 Authorise 43,785,000 Shares for Market Purchase For For Mgmt
15 Amend Articles of Association Re: Director's For For Mgmt
Indemnities
16 Amend Articles of Association Re: Electronic For For Mgmt
Voting
17 Amend Articles of Association Re: Treasury For For Mgmt
Shares
06/02/05 - S Bunzl Plc *BUNZ* G16968102 None 6,842
1 Approve Demerger of Filtrona Business For For Mgmt
2 Conditional Upon the Passing of Resolution 1, For For Mgmt
Approve Consolidation of Every 9 Bunzl Ordinary
Shares of 25 Pence Each into 7 Bunzl Ordinary
Shares of 32 1/7 Pence Each
3 Authorise Directors to Implement the Demerger For For Mgmt
and the Bunzl Share Consolidation
4 Authorise 34,067,000 Bunzl Shares for Market For For Mgmt
Purchase
03/30/05 - A Canon Inc. J05124144 12/31/04 3,500
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends: Interim JY 25, Final JY
40, Special JY 0
2 Amend Articles to: Expand Business Lines For For Mgmt
3 Elect Directors For For Mgmt
4 Approve Retirement Bonuses for Directors For For Mgmt
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Mgmt Rec - Company Management Recommended Vote Page 14
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04/20/05 - Carrefour S.A. F13923119 None 4,474
A/S
Annual Meeting Agenda
1 Approve Financial Statements and Discharge For For Mgmt
Directors
2 Accept Consolidated Financial Statements and For For Mgmt
Statutory Reports
3 Approve Merger by Absorption of Paroma For For Mgmt
The transaction is submitted to shareholder
vote in an effort to reorganize and simplify
the company structure. Shareholders would
not be subjected to dilution, given that all
Carrefour shares currently held by Paroma
would be canceled pursuant to this
transaction. Given this reason and because
approval of this proposal would increase
overall transparency of the company's
structure, a vote in favor is recommended.
4 Approve Allocation of Income and Dividends of For For Mgmt
EUR 0.94 per Share
5 Ratify Jose-Luis Duran as Director For For Mgmt
6 Adopt Two-Tiered Board Structure and Amend For For Mgmt
Articles Accordingly
Both systems are allowed under French law
company, and we believe that they are
comparable -- although managing a two-tier
board may be more costly and time consuming.
Under the new system, the supervisory board
will oversee the management board. We
approve of a provision in which directors
would seek annual reelection.
7 Adopt New Articles of Asscociation Pursuant to For For Mgmt
Legal Changes
The adoption of the new articles does not
allow piecemeal voting by shareholders, who
are presented with an all-or-nothing choice.
It is disapproved in principle of bundling
together proposals that could be presented
as separate voting items because bundled
resolutions leave shareholders with an
all-or-nothing choice, skewing power
disproportionately towards the board and
away from shareholders. However, the
proposed changes are to fulfill legal
requirements or are editorial in nature. A
vote in favor is recommended.
8 Elect Luc Vandevelde as Supervisory Board For For Mgmt
Member
9 Elect COMET BV as Supervisory Board Member For For Mgmt
10 Elect Carlos March as Supervisory Board Member For For Mgmt
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Mgmt Rec - Company Management Recommended Vote Page 15
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11 Elect Jose-Luis Leal Maldonado as Supervisory For For Mgmt
Board Member
12 Elect Rene Abate as Supervisory Board Member For For Mgmt
13 Elect Rene Brillet as Supervisory Board Member For For Mgmt
14 Elect Amaury de Seze as Supervisory Board For For Mgmt
Member
15 Elect Anne-Claire Taittinger Supervisory For For Mgmt
Board Member
16 Approve Remuneration of Directors in the For For Mgmt
Aggregate Amount of EUR 610,000
17 Retroactively Confirm Name Change of Company For For Mgmt
Auditors to Deloitte & Associes
18 Authorize Repurchase of Up to Three Percent of For For Mgmt
Issued Share Capital
19 Approve Restricted Stock Grants to Employees For Against Mgmt
and Officers
In view of the absence of information
regarding the key terms of the plan, most
importantly performance criteria, a vote
against this proposal is recommended.
20 Approve Reduction in Share Capital via For For Mgmt
Cancellation of Repurchased Shares
The amount of capital that may be cancelled
is limited to 10 percent in any 24-month
period.
21 Transfer Authority to Grant Stock Options to For Against Mgmt
ManagementBoard Pursuant to Adoption of
Two-Tiered Board Structure
In view of the lacking information with
respect to the total number of shares that
could be issued pursuant to this request,
and because options granted to management
could be issued at a discount of up to 20
percent, a vote against this request is
recommended.
05/18/05 - A Carter Holt Harvey Ltd. Q21397122 05/16/05 30,600
1 Elect Christopher P. Liddell as Director For Against Mgmt
Christopher P. Liddell, director nominee in
Item 1, serves on the Compensation and
Nomination committees of the company. ISS
believes that the presence of Liddell in
these committees compromises their
independence in making unbiased decisions.
ISS prefers that all boards maintain
standing key board committees composed of
independent outsiders only that provide
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Mgmt Rec - Company Management Recommended Vote Page 16
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independent oversight and prevent conflicts
of interest. With the exception of Liddell,
ISS recommends voting for the reelection of
all the director nominees.
2 Elect John H. Maasland as Director For For Mgmt
3 Elect Maximo Pacheco as Director For For Mgmt
4 Elect Jonathan P. Mason as Director For For Mgmt
5 Approve Deloitte as Auditors and Authorize For For Mgmt
Board to Fix Their Remuneration
6 Adopt New Constitution For For Mgmt
10/21/04 - S Centrica PLC G2018Z127 None 22,800
1 Approve Sub-Division of Ordinary Shares of For For Mgmt
5 5/9 Pence Each into New Ordinary Shares of
50/81 of a Penny Each; and Consolidation of All
New Ordinary Shares of 50/81 of a Penny Each
into New Ordinary Shares of 6 14/81 Pence Each
2 Authorise 349,705,272 Shares for Market For For Mgmt
Purchase
05/09/05 - A Centrica PLC G2018Z143 None 30,090
1 Accept Financial Statements and Statutory For For Mgmt
Reports
2 Approve Remuneration Report For For Mgmt
We are not raising any issues in relation to
remuneration at Centrica. We commend the
Company for removing the fixed-base
retesting facility for share options.
3 Approve Final Dividend of 6.1 Pence Per For For Mgmt
Ordinary Share
4 Re-elect Patricia Mann as Director For For Mgmt
Patricia Mann was appointed to the Board of
British Gas in December 1995 and then to the
Board of Centrica when it demerged in 1997.
At the current time, we do not believe that
her tenure affects her independence. Despite
this, subscribers should note that it is
intended that she will retire no later than
the 2006 AGM.
5 Elect Mary Francis as Director For For Mgmt
6 Elect Paul Rayner as Director For For Mgmt
7 Elect Jake Ulrich as Director For For Mgmt
8 Reappoint PricewaterhouseCoopers LLP as For For Mgmt
Auditors of the Company
9 Authorise Board to Fix Remuneration of the For For Mgmt
Auditors
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Mgmt Rec - Company Management Recommended Vote Page 17
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10 Approve EU Political Organisation Donations up For For Mgmt
to GBP 125,000 and Incur EU Political
Expenditure up to GBP 125,000
11 Authorise Issue of Equity or Equity-Linked For For Mgmt
Securities with Pre-emptive Rights up to
Aggregate Nominal Amount of GBP 43,564,579
12 Authorise Issue of Equity or Equity-Linked For For Mgmt
Securities without Pre-emptive Rights up to
Aggregate Nominal Amount of GBP 11,571,771
13 Authorise 374,925,383 Ordinary Shares for For For Mgmt
Market Purchase
14 Amend Memorandum and Articles of Association For For Mgmt
Re: The Indemnification of Directors
15 Amend Articles of Association Re: Treausry For For Mgmt
Shares, Retirement of Directors, Voting by Poll
and Borrowing Powers
05/12/05 - A China Mobile (Hong Kong) Limited Y14965100 05/09/05 30,200
1 Accept Financial Statements and Statutory For For Mgmt
Reports
2 Approve Final Dividend of HK$0.46 Per Share For For Mgmt
3a Reelect Wang Jianzhou as Director For For Mgmt
3b Reelect Zhang Chenshuang as Director For For Mgmt
3c Reelect Li Mofang as Director For For Mgmt
3d Reelect Julian Michael Horn-Smith as Director For For Mgmt
3e Reelect Li Yue as Director For For Mgmt
3f Reelect He Ning as Director For For Mgmt
3g Reelect Frank Wong Kwong Shing as Director For For Mgmt
4 Reappoint KPMG as Auditors and Authorize Board For For Mgmt
to Fix Their Remuneration
5 Approve Repurchase of Up to 10 Percent of For For Mgmt
Issued Capital
6 Approve Issuance of Equity or Equity-Linked For Against Mgmt
Securities without Preemptive Rights
This authority complies with SEHK
regulations governing such plans. However,
ISS recommends voting against the issuance
of shares without preemptive rights unless
the company provides
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Mgmt Rec - Company Management Recommended Vote Page 18
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specific language and terms that there will
be (1) adequate restrictions on discounts
and (2) no authority to refresh the issuance
amounts without prior shareholder approval.
This is in light of abuses made by a number
of Hong Kong companies that have issued
shares at steep discounts to related parties
and renewed the share issuance amount under
this authority without shareholder approval,
both of which are permissible under current
law.
7 Authorize Reissuance of Repurchased Shares For For Mgmt
03/03/05 - A Ciba Specialty Chemicals Ag H14405106 None 1,348
1 Accept Financial Statements and Statutory For For Mgmt
Reports
2 Approve Allocation of Income and Dividends of For For Mgmt
CHF 1.00 per Share
3 Approve Discharge of Board and Senior For For Mgmt
Management
4 Approve CHF 5,286,000 Reduction in Share For For Mgmt
Capital via Cancellation of Repurchased Shares
5 Approve CHF 138,129,234 Reduction in Share For For Mgmt
Capital via Lowering of Par Value from CHF 3.00
to CHF 1.00 per Share and Repayment of CHF 2.00
per Share to Shareholders
6 Amend Articles Re: Reduction of Threshold for For For Mgmt
Submission of Shareholder Proposals from CHF
300,000 to CHF 100,000 to Reflect Reduction in
Share Capital under Item 5
7 Ratify Ernst & Young AG as Auditors For For Mgmt
05/12/05 - A CITIC Pacific Ltd Y1639J116 05/06/05 4,200
1 Accept Financial Statements and Statutory For For Mgmt
Reports
2 Approve Final Dividend For For Mgmt
3a Reelect Vernon Francis Moore as Director For For Mgmt
3b Reelect Yao Jinrong as Director For For Mgmt
3c Reelect Chang Zhenming as Director For For Mgmt
3d Reelect Norman Ho Hau Chong as Director For For Mgmt
3e Reelect Andre Desmarais as Director For For Mgmt
3f Reelect Leslie Chang Li Hsien as Director For For Mgmt
4 Reappoint Auditors and Authorize For For Mgmt
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Mgmt Rec - Company Management Recommended Vote Page 19
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Board to Fix Their Remuneration
5 Amend Articles Re: Retirement by Rotation and For For Mgmt
Appointment of Director
6 Approve Issuance of Equity or Equity-Linked For Against Mgmt
Securities without Preemptive Rights
This authority complies with SEHK
regulations governing such plans. However,
ISS recommends voting against the issuance
of shares without preemptive rights unless
the company provides specific language and
terms that there will be (1) adequate
restrictions on discounts and (2) no
authority to refresh the issuance amounts
without prior shareholder approval. This is
in light of abuses made by a number of Hong
Kong companies that have issued shares at
steep discounts to related parties and
renewed the share issuance amount under this
authority without shareholder approval, both
of which are permissible under current law.
7 Approve Repurchase of Up to 10 Percent of For For Mgmt
Issued Capital
8 Authorize Reissuance of Repurchased Shares For For Mgmt
03/08/05 - A Coca-Cola Femsa S.A. 191241108 02/22/05 4,900
Meeting For the Holders of ADR's
1 ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS For For Mgmt
AND EXAMINERS FOR THE 2005 FISCAL YEAR, AND
RESOLUTION WITH RESPECT TO THEIR REMUNERATION.
2 SPECIAL APPROVAL OF THE SERIES L SHAREHOLDERS For For Mgmt
NOT TO CANCEL THE 98 684,857 SERIES L SHARES,
ISSUED BY THE GENERAL EXTRAORDINARY MEETING
DATED AS OF DECEMBER 20, 2002, WHICH WERE NOT
SUBSCRIBED BY THE SERIES L HOLDERS IN EXERCISE
OF THEIR PRE-EMPTIV
05/18/05 - CREDIT AGRICOLE SA F22797108 None 7,020
A/S
Ordinary Business
1 Approve Accounting Transfers From Long-Term For For Mgmt
Capital Gains Account to Ordinary Reserve
2 Approve Financial Statements and For For Mgmt
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Mgmt Rec - Company Management Recommended Vote Page 20
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Discharge Directors
3 Accept Consolidated Financial Statements and For For Mgmt
Statutory Reports
4 Approve Allocation of Income and Dividends of For For Mgmt
EUR 0.66 per Share
5 Approve Special Auditors' Report Regarding For For Mgmt
Related-Party Transactions
6 Elect Alain David as Director For Against Mgmt
The proposed director nominee, Alain Dieval,
who is up for reelection under Item 9 is an
executive director of a regional bank who
serves on the board's Audit Committee.
Again, ISS prefers that all key board
committees comprise only independent
outsiders. ISS believes that insiders,
particularly on such key board committees as
the audit and remuneration committees,
threaten to undermine the purpose of these
committees in providing independent
oversight and preventing conflicts of
interest. In this market, we oppose the
election of insiders to audit and
remuneration committees. The best practice
recommendations stipulated in the Bouton
Report also recommend against executives on
these key board committees. Therefore,
shareholders are recommended to oppose this
director nominee. Furthermore, despite an
attempt to contact the company for further
information, sufficient information
regarding the two new nominees, Philippe
Camus and Alain David, was not made readily
available (Items 6-7). Because the company
failed to provide this information in a
timely manner, we are unable to provide
details on the full composition of the board
and also to determine whether any additional
insiders serve on board committees. As a
result, due to the lack of information
concerning these candidates, it is
recommended that shareholders oppose their
nomination as well. As for the remaining
nominees (Items 8 and 10-14), there are no
specific concerns that should lead
shareholders to oppose their reelection at
this time.
7 Elect Philippe Camus as Director For Against Mgmt
See Item 6.
8 Reelect Rene Caron as Director For For Mgmt
9 Reelect Alain Dieval as Director For Against Mgmt
See Item 6.
10 Reelect Daniel Lebegue as Director For For Mgmt
11 Reelect Michel Michaud as Director For For Mgmt
12 Reelect Jean-Claude Pichon as Director For For Mgmt
13 Reelect Xavier Fontanet as Director For For Mgmt
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Mgmt Rec - Company Management Recommended Vote Page 21
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14 Reelect Corrado Passera as Director For For Mgmt
15 Approve Remuneration of Directors in the For For Mgmt
Aggregate Amount of EUR 670,000
16 Authorize Repurchase of Up to Ten Percent of For For Mgmt
Issued Share Capital
Special Business
17 Authorize Issuance of Equity or Equity-Linked For For Mgmt
Securities with Preemptive Rights up to
Aggregate Nominal Amount of EUR 2 Billion
The potential capital increase (45.5 percent
over currently issued capital) is deemed
acceptable for issuances with preemptive
rights.
18 Authorize Issuance of Equity or Equity-Linked For For Mgmt
Securities without Preemptive Rights up to
Aggregate Nominal Amount of EUR 900 Million
Shareholders should have preemptive rights
for large stock issues, but companies should
also have the flexibility to transact
ordinary business (to fund compensation
plans, for example) without having to incur
the extra expense of providing preemptive
rights for small issuances. A potential
capital increase of 20.4 percent of issued
capital per 26 months is deemed acceptable
for general requests to issue capital
without preemptive rights. Furthermore, it
is rare for a French company to request an
issuance without preemptive rights that is
smaller than the one with preemptive rights.
This is a clear improvement over the common
French issuance request.
19 Authorize Capitalization of Reserves of Up to For For Mgmt
EUR 3 Billion for Bonus Issue or Increase in
Par Value
Dilution is not a problem when capital is
increased using any of these scenarios, as
this would merely transfer wealth to
shareholders.
20 Approve Capital Increase Reserved for Employees For For Mgmt
Participating in Savings-Related Share Purchase
Plan
21 Approve Capital Increase of Up to EUR 40 For For Mgmt
Million Reserved to Credit Agricole
International Employees for Use in Stock
Purchase Plan
Given the acceptable levels of dilution for
the proposed share purchase plans in Items
20-22 (9.7 percent of currently issued share
capital), it is recommended that
shareholders vote in favor of these two
items.
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Mgmt Rec - Company Management Recommended Vote Page 22
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22 Approve Capital Increase of EUR 40 Million for For For Mgmt
Use in Stock Purchase Plan for US Employees
23 Approve Reduction in Share Capital via For For Mgmt
Cancellation of Repurchased Shares
24 Amend Article to Increase Minimum Shareholding For For Mgmt
Disclosure Threshold from 0.5 Percent to 1
Percent
25 Authorize Filing of Required Documents/Other For For Mgmt
Formalities
06/25/05 - A Credit Saison Co. Ltd. J7007M109 03/31/05 4,200
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends:
Interim JY 0, Final JY 20, Special JY 0
Although the dividend increased by JY 2
compared to last year's level, the payout
ratio remains low, at only 13.3 percent.
Because the company is only two years
removed from a net loss, we do not oppose
the income allocation this year. However, we
expect to see the payout ratio further
improve, and will likely recommend a vote
against income allocation next year if it
does not.
2 Amend Articles to: Expand Business Lines For For Mgmt
The company seeks to expand into wedding
information services and trust agency
services. We do not see the former as a
high-risk venture, and believe the latter is
somewhat related to the company's core
business.
3 Approve Executive Stock Option Plan For For Mgmt
This plan features market pricing, maximum
dilution of only 1.1 percent, and option
grants made to directors, statutory
auditors, executive officers and employees
of the company and its subsidiaries and
affiliates. (Outside directors will
presumably participate.) The exercise period
begins two years after the grant date. We
have no reason to oppose this resolution.
4 Elect Directors For For Mgmt
4.1 Elect Director --- For
Candidates 1 through 15 are insiders.
4.2 Elect Director --- For
4.3 Elect Director --- For
4.4 Elect Director --- For
4.5 Elect Director --- For
4.6 Elect Director --- For
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4.7 Elect Director --- For
4.8 Elect Director --- For
4.9 Elect Director --- For
4.10 Elect Director --- For
4.11 Elect Director --- For
4.12 Elect Director --- For
4.13 Elect Director --- For
4.14 Elect Director --- For
4.15 Elect Director --- For
4.16 Elect Director --- For
Candidates 16 and 17 are outsiders.
Candidate 16 is the former chairman of
Mizuho Holdings (now Mizuho Financial
Group). Mizuho Corporate Bank is Credit
Saison's main lender.
4.17 Elect Director --- For
Candidate 17 is also a former executive of
Mizuho.
5 Approve Retirement Bonuses for Directors For For Mgmt
The retirees are both insiders. This is a
routine resolution.
04/29/05 - S DBS Group Holdings Ltd. (Formerly Development Bank Y20246107 None 21,860
of Singapore)
1 Authorize Share Repurchase Program For For Mgmt
04/29/05 - A DBS Group Holdings Ltd. (Formerly Development Bank Y20246107 None 21,860
of Singapore)
1 Adopt Financial Statements and Directors' and For For Mgmt
Auditors' Reports for the Year Ended December
31, 2004
2a Declare Final Dividend of SGD 0.22 Per Ordinary For For Mgmt
Share
2b Declare Final Dividend of SGD 0.12 Per For For Mgmt
Non-Voting Convertible Preference Share
2c Declare Final Dividend of SGD 0.12 Per For For Mgmt
Non-Voting Redeemable Convertible Preference
Share
3 Approve Directors' Fees of SGD 976,689 for 2004 For For Mgmt
(2003: SGD 647,851)
4 Appoint Ernst & Young as Auditors and Authorize For For Mgmt
Board to Fix Their Remuneration
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5a1 Reelect Jackson Tai as Director For For Mgmt
5a2 Reelect CY Leung as Director For For Mgmt
5a3 Reelect Peter Ong as Director For For Mgmt
5a4 Reelect John Ross as Director For For Mgmt
5b1 Reelect Ang Kong Hua as Director For For Mgmt
5b2 Reelect Goh Geok Ling as Director For For Mgmt
5b3 Reelect Wong Ngit Liong as Director For For Mgmt
6a Approve Issuance of Shares and Grant of Options For Against Mgmt
Pursuant to the DBSH Share Option Plan
In this case, the percentage of shares
available under the company's share option
plan and performance share plan is 7.5
percent of the issued capital, which is
considered an unacceptable level of
dilution. ISS sets the limit to 5 percent of
the company's issued share capital for
issuance of shares pursuant to such plans.
The schemes cannot be considered
sufficiently well structured to justify a
potential dilution level of 7.5 percent.
6b Approve Issuance of Shares and Grant of Options For Against Mgmt
Pursuant to the DBSH Performance Share Plan
See Item 6a.
6c Approve Issuance of Shares without Preemptive For For Mgmt
Rights
06/29/05 - A Dentsu Inc. J1207N108 03/31/05 41
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends: Interim JY 500, Final JY
1000, Special JY 0
Payout ratio is approximately 15 percent,
which is on the low side by Japanese
standards. We will consider recommending
votes against future income allocations, if
profits grow and the dividend payment is not
increased.
2 Elect Directors For For Mgmt
2.1 Elect Director --- For
Candidates 1 to 14 are all insiders.
2.2 Elect Director --- For
2.3 Elect Director --- For
2.4 Elect Director --- For
2.5 Elect Director --- For
2.6 Elect Director --- For
2.7 Elect Director --- For
2.8 Elect Director --- For
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2.9 Elect Director --- For
2.10 Elect Director --- For
2.11 Elect Director --- For
2.12 Elect Director --- For
2.13 Elect Director --- For
2.14 Elect Director --- For
2.15 Elect Director --- For
Candidate 15 has been designated as an
outside director. ISS considers him to be an
affiliated outsider, as he is the president
of one of the largest shareholder, Jiji
Press.
2.16 Elect Director --- For
Candidate 16 has been designated as an
outside director. ISS considers him to be an
affiliated outsider, as he is the president
of one of the largest shareholder, Kyodo
News.
05/18/05 - A Deutsche Bank AG D18190898 05/12/05 2,041
1 Receive Financial Statements and Statutory None None Mgmt
Reports for Fiscal 2004
2 Approve Allocation of Income and Dividends of For For Mgmt
EUR 1.70 per Share
3 Approve Discharge of Management Board for For For Mgmt
Fiscal 2004
4 Approve Discharge of Supervisory Board for For For Mgmt
Fiscal 2004
5 Ratify KPMG Deitsche Treuhand-Gesellschaft as For For Mgmt
Auditors for Fiscal 2005
6 Authorize Repurchase of up to Five Percent of For For Mgmt
Issued Share Capital for Trading Purposes
7 Authorize Share Repurchase Program and For For Mgmt
Reissuance of Repurchased Shares without
Preemptive Rights
8 Elect Supervisory Board Member For For Mgmt
05/25/05 - A Deutsche Lufthansa AG D1908N106 05/20/05 8,190
1 Receive Financial Statements and Statutory None None Mgmt
Reports
2 Approve Allocation of Income and Dividends of For For Mgmt
EUR 0.30 per Share
3 Approve Discharge of Management Board for For For Mgmt
Fiscal 2004
4 Approve Discharge of Supervisory Board for For For Mgmt
Fiscal 2004
5 Approve Creation of EUR 200 Million For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 26
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
Pool of Conditional Capital without Preemptive
Rights
6 Authorize Share Repurchase Program and For For Mgmt
Reissuance of Repurchased Shares
7 Ratify PwC Deutsche Revision AG as Auditors for For For Mgmt
Fiscal 2005
05/18/05 - A Deutsche Post AG D19225107 05/11/05 8,110
1 Receive Financial Statements and Statutory None Abstain Mgmt
Reports
2 Approve Allocation of Income and Dividends of For For Mgmt
EUR 0.50 per Share
3 Approve Discharge of Management Board for For For Mgmt
Fiscal 2004
4 Approve Discharge of Supervisory Board for For For Mgmt
Fiscal 2004
5 Ratify PwC Deutsche Revision AG as Auditors For For Mgmt
for Fiscal 2005
6 Authorize Share Repurchase Program and For For Mgmt
Reissuance of Repurchased Shares
7 Approve Creation of EUR 250 Million Pool of For Against Mgmt
Conditional Capital without Preemptive Rights
Since the EUR 250 million ($338.3 million)
issuance request would result in the
potentially excessive dilution of 23
percent, we recommend a vote against the
resolution.
8a Elect Gerd Ehlers to the Supervisory Board For For Mgmt
8b Elect Roland Oetker to the Supervisory Board For For Mgmt
8c Elect Hans Reich to the Supervisory Board For For Mgmt
8d Elect Juergen Weber to the Supervisory Board For For Mgmt
05/19/05 - A Deutsche Postbank AG D1922R109 05/12/05 2,413
1 Receive Financial Statements and Statutory None None Mgmt
Reports
2 Approve Allocation of Income and Dividends of For For Mgmt
EUR 1.25 per Share
3 Approve Discharge of Management Board for For For Mgmt
Fiscal Year 2004
4 Approve Discharge of Supervisory Board for For For Mgmt
Fiscal Year 2004
5 Ratify PwC Deutsche Revision AG as Auditors for For For Mgmt
Fiscal Year 2005
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Mgmt Rec - Company Management Recommended Vote Page 27
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
6 Elect Joerg Asmussen to the Supervisory Board For For Mgmt
7 Authorize Repurchase of up to Five Percent of For For Mgmt
Issued Share Capital for Trading Purposes
8 Authorize Share Repurchase Program and For For Mgmt
Reissuance of Repurchased Shares
04/27/05 - A E.ON AG (formerly Veba Ag) D24909109 None 2,000
1 Receive Financial Statements and Statutory None None Mgmt
Reports
2 Approve Allocation of Income and Dividends of For For Mgmt
EUR 2.35 per Share
3 Approve Discharge of Management Board for For For Mgmt
Fiscal Year 2004
4 Approve Discharge of Supervisory Board for For For Mgmt
Fiscal Year 2004
5 Approve Creation of EUR 540 Million Pool of For For Mgmt
Conditional Capital with Preemptive Rights
6 Authorize Share Repurchase Program and For For Mgmt
Reissuance of Repurchased Shares
7 Approve Affiliation Agreements with For For Mgmt
Subsidiaries
8 Amend Articles Re: Changes to the Remuneration For For Mgmt
of the Supervisory Board Members
9 Amend Articles Re: Calling of and Registration For For Mgmt
for Shareholder Meetings due to Proposed
Changes in German Law (Company Integrity and
Modernization of Shareholder Lawsuits
Regulation)
10 Ratify PwC Deutsche Revision AG as Auditors For For Mgmt
01/31/05 - S EDP-Energias de Portugal (frmlyEdp-Electricidade De X67925119 None 22,500
Portugal)
1 Elect Auditor and Alternate Auditor For For Mgmt
2 Ratify Appointment of Board Members For For Mgmt
3 Elect Two New Board Members For For Mgmt
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Mgmt Rec - Company Management Recommended Vote Page 28
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
03/31/05 - A EDP-Energias de Portugal (frmlyEdp-Electricidade De X67925119 None 32,340
Portugal)
1 Accept Financial Statements and Statutory For For Mgmt
Reports
2 Accept Consolidated Financial Statements and For For Mgmt
Statutory Reports
3 Approve Allocation of Income For For Mgmt
4 Approve Discharge of Management and Supervisory For For Mgmt
Boards
5 Authorize Share Repurchase Program and For For Mgmt
Reissuance of Repurchased Shares
6 Authorize Bond Repurchase Program and For For Mgmt
Reissuance of Repurchased Bonds
05/26/05 - A ENDESA S.A. E41222113 None 10,300
1 Approve Individual and Consolidated Financial For For Mgmt
Statements and Statutory Reports, and Discharge
Directors
2 Approve Allocation of Income and Dividends For For Mgmt
3 Approve Auditors for Company and Consolidated For For Mgmt
Group
4 Authorize Repurchase of Shares For For Mgmt
5 Authorize Issuance of Equity or Equity-Linked For For Mgmt
Securities without Preemptive Rights
6 Authorize Issuance of Non-Convertible Debt For For Mgmt
Securities and Approve Listing of Securities on
Secondary Markets
7 Reelect Management Board Members For For Mgmt
8 Elect Members to Management Board For For Mgmt
9 Authorize Board to Ratify and Execute Approved For For Mgmt
Resolutions
05/26/05 - A Eni Spa T3643A145 05/24/05 8,887
Annual Meeting Agenda
1 Accept Financial Statements, Consolidated For For Mgmt
Accounts, and Statutory Reports
2 Approve Allocation of Income For For Mgmt
3 Authorize Share Repurchase Program For For Mgmt
4 Authorize Reissuance of Repurchased Shares To For For Mgmt
Service Stock Option Plan in Favor of Group
Management
5 Fix Number of Directors For For Mgmt
6 Set Directors' Term of Office For For Mgmt
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Mgmt Rec - Company Management Recommended Vote Page 29
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
Elect Directors - Elect One of Two Slates
(Either Item 7.1 Or Item 7.2)
7 Elect Directors None Split Mgmt
7.1 Elect Directors - Slate 1 Submitted by the
Ministry of Economy and Finance --- Against
Shareholders are only able to vote one list.
By recommending a vote against Item 7.1 and
in favor of Item 7.2, ISS indicates its
preference for the minority slate.
7.2 Elect Directors - Slate 2 Submitted by a Group
of Institutional Investors (Minority Slate) ---
For
8 Elect Chairman of the board of Directors For For Mgmt
9 Approve Remuneration of Chairman of the Board For For Mgmt
and of Directors
Appoint Internal Statutory Auditors - Elect One
of Two Slates (Either Item 10.1 Or Item 10.2)
10.1 Elect Internal Statutory Auditors - Slate 1 None Against Mgmt
Submitted by the Ministry of Economy and
Finance
Since shareholders are only able to vote one
list, ISS is forced to recommend only one
list. By recommending a vote against Item
10.1 and in favor of Item 10.2, ISS
indicates its preference for the minority
slate.
10.2 Elect Internal Statutory Auditors - Slate 1 None For Mgmt
Submitted by a Group of Institutional Investors
(Minority Slate)
11 Appoint Chairman of the Internal Statutory For For Mgmt
Auditors' Board
12 Approve Remuneration of Chairman of Internal For For Mgmt
Statutory Auditors' Board and of Primary
Internal Statutory Auditors
05/31/05 - Finmeccanica Spa T4502J110 05/27/05 140,890
A/S
Ordinary Business
1 Accept Financial Statements and Statutory For For Mgmt
Reports
2 Elect Directors For For Mgmt
3 Increase Remuneration of External Auditors, For For Mgmt
PriceWaterhouseCoopers Spa, In Connection To
Introduction of International Accounting
Standards
4 Authorize Share Repurchase Program and For Against Mgmt
Reissuance of Repurchased
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 30
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
Shares in Connection to Incentive Plans
The total number of shares reserved for the
incentive plans would fall within our
benchmarks. However, as the company did not
disclose the details of the performance
criteria attached to the restricted stock,
shareholders are advised to vote against the
proposal.
Special Business
1 Approve 20:1 Share Consolidation For For Mgmt
2 Amend Article 8 of the Bylaws For Against Mgmt
Approval of this item would authorize the
company to service a restricted stock plan,
the performance criteria of which have not
been disclosed. In keeping with our vote
recommendation 'against' Item 4, Ordinary
Business, above, we recommend a vote against
this proposal as well.
05/25/05 - Fortis SA/NV B4399L102 None 16,200
A/S Ordinary Business
1 Open Meeting None Mgmt
2.1 Discuss Statutory Reports (Non-Voting) None Mgmt
2.2 Discuss Consolidated Financial Statements None Mgmt
2.3 Accept Financial Statements For Mgmt
2.4 Adopt Allocation of Income For Fiscal Year 2003 For Mgmt
2.5 Discuss Dividend Policy None Mgmt
2.6 Approve Dividends of EUR 1.04 Per Fortis Unit For Mgmt
2.7 Approve Discharge of Directors For Mgmt
2.8 Approve Discharge of Auditors For Mgmt
3 Discuss Implementation of Belgian Corporate None Mgmt
Governance Code
5 Authorize Share Repurchase Program and For Mgmt
Cancellation of Repurchased Shares
6 Close Meeting None Mgmt
Not voted due to shareblocking restriction.
The potential impact on trading/loan share
activities would outweigh the economic value
of the vote.
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 31
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
04/22/05 - France Telecom SA F4113C103 None 6,239
A/S Ordinary Business
1 Approve Financial Statements and Discharge For For Mgmt
Directors
2 Accept Consolidated Financial Statements and For For Mgmt
Statutory Reports
3 Approve Allocation of Income and Dividends of For For Mgmt
EUR 0.48 per Share
4 Approve Accounting Transfers From Long-Term For For Mgmt
Capital Gains Account to Ordinary Reserve
5 Approve Special Auditors' Report Regarding For For Mgmt
Related-Party Transactions
6 Elect Didier Lombard as Director For For Mgmt
7 Reelect Didier Lombard as Director For For Mgmt
8 Reelect Marcel Roulet as Director For For Mgmt
9 Reelect Stephane Richard as Director For For Mgmt
10 Reelect Arnaud Lagardere as Director For For Mgmt
11 Reelect Henri Martre as Director For For Mgmt
12 Reelect Bernard Dufau as Director For For Mgmt
13 Reelect Jean Simonin as Director For For Mgmt
Elect One Out of Three Candidates
14 Elect Jean-Yves Bassuel as Representative of None Against Mgmt
Employee Shareholders to the Board
Under certain circumstances, ISS supports
these types of elections, as we believe that
the company's board composition should
reflect the shareholder base of the company.
However, whenever no information on the
nominees' qualification is available for
shareholders to make an informed voting
decision and whenever management fails to
announce their support of a particular
candidate, ISS recommends that shareholders
vote against these elections for lack of
information. Given this policy, a vote
against these proposals is recommended.
15 Elect Bernard Gingreau as Representative of None Against Mgmt
Employee Shareholders to the Board
See Item 14.
16 Elect Stephane Tierce as Representative of None Against Mgmt
Employee Shareholders to the Board
See Item 14.
17 Approve Remuneration of Directors in the For For Mgmt
Aggregate Amount of EUR 500,000
18 Confirm Name Change of Auditor to For For Mgmt
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Mgmt Rec - Company Management Recommended Vote Page 32
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
Deloitte & Associes
19 Authorize Repurchase of Up to Ten Percent of For For Mgmt
Issued Share Capital
20 Cancel Outstanding Authority to Issue For For Mgmt
Bonds/Debentures
Special Business
21 Amend Articles to Reflect August 2003 and June For Against Mgmt
2004 Regulations
Due to the lack of information regarding the
proposed change, and because it does not
appear to affect the underlying problem
represented by the shareholding disclosure
requirement, a vote against this proposal is
recommended.
22 Amend Articles to Reflect the Privatization of For For Mgmt
the Company
The adoption of the new articles does not
allow piecemeal voting by shareholders, who
are presented with an all-or-nothing choice.
We disapprove in principle of bundling
together proposals that could be presented
as separate voting items because bundled
resolutions leave shareholders with an
all-or-nothing choice, skewing power
disproportionately towards the board and
away from shareholders. Nevertheless, these
amendments are intended to realign the
company's bylaws with the French Commercial
Code, pursuant to its recent privatization.
As such, it is recommended that shareholders
support this entire proposal.
23 Amend Articles to Set Retirement Age of For Against Mgmt
Chairman, CEO, and Other Executive Directors
The company's articles currently do not
specify a retirement age. The revised
articles would therefore set the retirement
age to 70 years. Directors should be elected
on the basis of merit and potential
contribution to the company rather than by
arbitrary criteria such as age. Given that
the company does not currently have a
retirement age, it is therefore recommended
that shareholders do not support this
request.
24 Authorize Issuance of Equity or Equity-Linked For For Mgmt
Securities with Preemptive Rights up to
Aggregate Nominal Amount of EUR 4 Billion
The potential capital increase (40 percent
over currently issued capital) is deemed
acceptable for issuances with preemptive
rights.
25 Authorize Issuance of Equity or Equity- For For Mgmt
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Mgmt Rec - Company Management Recommended Vote Page 33
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
Linked Securities without Preemptive Rights up
to Aggregate Nominal Amount of EUR 4 Billion
Shareholders should have preemptive rights
for large stock issues, but companies should
also have the flexibility to transact
ordinary business (to fund compensation
plans, for example) without having to incur
the extra expense of providing preemptive
rights for small issuances. A potential
capital increase of 40 percent of issued
capital per 26 months is deemed acceptable
for general requests to issue capital
without preemptive rights.
26 Authorize Board to Set Issue Price for Ten For Against Mgmt
Percent of Issued Capital Pursuant to Issue
Authority without Preemptive Rights
The company would be authorized to issue
shares without preemptive rights at a
discount of up to 10 percent to market
value. It is believed that these types of
requests grant excessive powers to the
board. Shareholder support of this proposal
is thus not recommended.
27 Authorize Board to Increase Capital in the For Against Mgmt
Event of Demand Exceeding Amounts Proposed in
Items 24 and 25
While the amount requested under this item
would meet the limit set for issuances with
preemptive rights under Item 24, it exceeds
the potential capital increase for issuances
that do not respect preemptive rights under
Item 25. The additional potential capital
increases are deemed excessive.
28 Authorize Capital Increase of Up to EUR 4 For For Mgmt
Billion for Future Exchange Offers
29 Authorize Capital Increase of Up to Ten Percent For Against Mgmt
of Issued Capital for Future Acquisitions
When taken in conjunction with Items 25, 27,
and 28, this request could result in a
potential capital increase of 50 percent
over issued capital that does not respect
preemptive rights. Based on the high level
of dilution for these requests, it is
recommended that shareholders oppose this
proposal.
30 Authorize Issuance of Equity Upon Conversion of For For Mgmt
a Subsidiary's Equity-Linked Securities
31 Authorize Capital Increase of Up to EUR 400 For For Mgmt
Million to Participants of
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 34
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
Orange S.A. Stock Option Plan in Connection
with France Telecom Liquidity Agreement
To keep with the vote recommendation at the
Oct. 6, 2003, general meeting, it is
recommended that shareholders vote for this
request as well.
32 Approve Restricted Stock Plan for Orange S.A. For Against Mgmt
Option Holders
In light of the absence of information
regarding the key terms of the plan, most
importantly performance criteria, a vote
against this proposal is recommended.
33 Set Global Limit for Capital Increase to Result For For Mgmt
from All Issuance Requests at EUR 8 Billion
Global limits are approved of because they
facilitate an accurate calculation of
potential dilution to existing shareholders'
interests.
34 Approve Issuance of Securities Convertible into For For Mgmt
Debt
35 Authorize Capitalization of Reserves of Up to For For Mgmt
EUR 2 Billion for Bonus Issue or Increase in
Par Value
36 Approve Capital Increase Reserved for Employees For Against Mgmt
Participating in Savings-Related Share Purchase
Plan
Currently, the company's employees control
2.94 percent of issued capital in terms of
the company's share purchase plans. Approval
of this plan could increase employee
participation to approximately 13.1 percent.
Given the high level of dilution that would
result from this plan, it is recommended
that shareholders oppose this resolution.
37 Approve Reduction in Share Capital via For For Mgmt
Cancellation of Repurchased Shares
38 Authorize Filing of Required Documents/Other For For Mgmt
Formalities
06/24/05 - A Fuji Heavy Industries Ltd. J14406136 03/31/05 29,300
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends: Interim JY 4.5, Final JY
4.5, Special JY 0
In this case, the company is proposing a
dividend amount that exceeds EPS for the
year, so the payout ratio exceeds 100
percent. As the company's cash reserves are
still adequate to cover the dividend, we
have no reason to oppose this
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 35
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
resolution. However, we will examine future
income allocation proposals carefully, and
consider voting against income allocation if
the company continues to pay out dividends
in excess of earnings in a way that comes to
threaten its long-term health.
2 Elect Directors For For Mgmt
2.1 Elect Director --- For
Candidates 1 to 6 are all insiders.
2.2 Elect Director --- For
2.3 Elect Director --- For
2.4 Elect Director --- For
2.5 Elect Director --- For
2.6 Elect Director --- For
2.7 Elect Director --- For
Candidate 7 has been designated as an
outside director. ISS considers him to be an
affiliated outsider, as he is the vice
president of General Moters Corp which is
the parent company of Fuji Heavy Industries'
largest shareholder, General Moters of
Canada Ltd.
3 Approve Retirement Bonuses for Directors For For Mgmt
The retiring directors are all insiders, and
we have no reason to oppose this resolution.
06/29/05 - A Fuji Photo Film Co. Ltd. J15036122 03/31/05 4,100
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends: Interim JY 12.5, Final JY
12.5, Special JY 0
2 Elect Directors For For Mgmt
3 Approve Retirement Bonuses for Directors For For Mgmt
4 Approve Retirement Bonus for Statutory Auditor For Against Mgmt
As we believe the payment of such bonuses to
non-executives is a highly inappropriate
practice anywhere, not just in Japan, we see
no alternative but to recommend opposing
this item.
06/23/05 - A Funai Electric J16307100 03/31/05 1,100
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends: Interim JY 0, Final JY 50,
Special JY 0
Payout ratio for the year is approximately
15
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Mgmt Rec - Company Management Recommended Vote Page 36
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
percent, which is on the low side by
Japanese standards. However, in light of the
increase in the dividend payment by JY 30
from the previous year, we do not oppose
this resolution. We will consider voting
against future income allocations, if
profits grow and the dividend payment is not
further increased.
2 Amend Articles to: Adopt U.S.-Style Board For For Mgmt
Structure
The company seeks to switch to a US-style
board of directors, with audit, compensation
and nomination committees. Japanese
companies are being given the option of
adopting such a board structure under an
amendment to the Commercial Code, known as
the "Audit Special Exceptions Law", which
took effect in April 2003. Japanese law
requires companies adopting the
board-with-committees structure to appoint
at least two outside directors, because each
committee must have at least three members,
a majority of whom must be outsiders. Such
companies must also appoint a board of
executive officers, whose members are chosen
by the board of directors, in order to
separate the management execution and
oversight functions. Such companies must
also require all directors to stand for
reelection every year. Finally, companies
adopting the new board structure abolish
their board of internal statutory auditors,
whose function is taken over by the audit
committee. In this case, the outside
director nominees meet ISS criteria for
independence and we recommend that
shareholders support this change..
3 Elect Directors For For Mgmt
3.1 Elect Director --- For
3.2 Elect Director --- For
Candidate 2 is designated by the company as
an outside director. This candidate meets
ISS's criteria for independence, as he is
the vice-president of a research firm known
as TPS. He has been on Funai's board since
1998.
3.3 Elect Director --- For
Candidate 3 is designated by the company as
an outside director. This candidate meets
ISS's criteria for independence, as he is
the chief priest of a temple. He joined
Funai's board in 2003.
3.4 Elect Director --- For
Candidate 4 is designated by the company as
an outside director. This candidate meets
ISS's criteria
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 37
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
for independence, as he is a former
president of Tomen Corp., and is currently a
statutory auditor of Fuji Heavy Industries
Ltd. and a non-executive director of Funai,
eAccess Ltd., and another company.
3.5 Elect Director --- For
Candidate 5 is designated by the company as
an outside director. This candidate meets
ISS's criteria for independence, as he is a
former vice-president of Kanematsu Corp. and
is currently the chairman of an affiliate of
that company. He is also a standing
statutory auditor of Daio Paper Corp. and
joined Funai's board in 2004.
3.6 Elect Director --- For
3.7 Elect Director --- For
Candidate 7 is designated by the company as
an outside director. This candidate meets
ISS's criteria for independence, as he is a
senior managing director of a design
company. He was first appointed as a
statutory auditor of Funai in 2004.
3.8 Elect Director --- For
3.9 Elect Director --- For
Candidate 9 is designated by the company as
an outside director. This candidate meets
ISS's criteria for independence, as he is
the former president of Daiwa Bank, the
predecessor of Resona Bank. He became an
adviser to Funai in 2004.
3.10 Elect Director --- For
4 Approve Executive Stock Option Plan For For Mgmt
The company proposes to grant options over
360,000 shares, 0.99 percent of issued
capital, to directors, executive officers
and employees of the company and its
subsidiaries, as well as to business
consultants and outside researchers. (The
company has six outside directors on its
board.) This will bring the total number of
options issued to 1.52 million shares or 4.2
percent of issued capital. The exercise
price is set at a premium to average closing
prices and total dilution falls within ISS
guidelines. In the past, the outsiders to
whom the company has granted stock options
referred to university professors who do
research for the company, which falls within
ISS guidelines. Accordingly, we recommend
that shareholders do not oppose this
resolution.
5 Approve Retirement Bonuses for Directors and For Against Mgmt
Statutory Auditors
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Mgmt Rec - Company Management Recommended Vote Page 38
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
Two of the retiring auditors have been
designated by the company as independent.
As we believe the payment of such bonuses
to non-executives is a highly inappropriate
practice anywhere, not just in Japan, we
see no alternative but to recommend
opposing the whole item. Although Funai has
stated that the compensation committee will
be determining the amount of payment for
the retirees, if item 2 is approved, the
company has not disclosed the members of
that committee, and ISS cannot be sure that
inside directors will not be committee
members. The company's inadequate
disclosure makes it impossible for us to
give it credit for having the compensation
committee determine the size of these
bonuses.
05/05/05 - A Gkn Plc (Guest Keen & Netfld.) G39004232 None 36,410
1 Accept Financial Statements and Statutory For For Mgmt
Reports
2 Approve Final Dividend of 8 Pence Per Share For For Mgmt
3 Re-elect Richard Clowes as Director For For Mgmt
4 Elect John Sheldrick as Director For For Mgmt
5 Re-elect Nigel Stein as Director For For Mgmt
6 Re-elect Sir Peter Williams as Director For For Mgmt
7 Reappoint PricewaterhouseCoopers LLP as For For Mgmt
Auditors of the Company
8 Authorise Board to Fix Remuneration of the For For Mgmt
Auditors
9 Approve Remuneration Report For For Mgmt
10 Authorise 72,234,688 Shares for Market Purchase For For Mgmt
11 Amend Articles of Association Re: Directors' For For Mgmt
Indemnities
05/25/05 - A GlaxoSmithKline PLC (formerly Glaxo Wellcome Plc ) G3910J112 None 13,852
1 Accept Financial Statements and Statutory For For Mgmt
Reports
2 Approve Remuneration Report For For Mgmt
3 Elect Sir Christopher Gent as Director For For Mgmt
4 Elect Sir Deryck Maughan as Director For For Mgmt
5 Elect Julian Heslop as Director For For Mgmt
6 Re-elect Jean-Pierre Garnier as Director For For Mgmt
7 Re-elect Sir Ian Prosser as Director For For Mgmt
8 Re-elect Ronaldo Schmitz as Director For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 39
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
9 Re-elect Lucy Shapiro as Director For For Mgmt
10 Reappoint PricewaterhouseCoopers LLP as For For Mgmt
Auditors of the Company
11 Authorise the Audit Committee to Fix For For Mgmt
Remuneration of the Auditors
12 Approve EU Political Donations up to GBP For For Mgmt
50,000 and Incur EU Political Expenditure up
to GBP 50,000
13 Authorise Issue of Equity or Equity-Linked For For Mgmt
Securities without Pre-emptive Rights up to
Aggregate Nominal Amount of GBP 73,301,955
14 Authorise 586,415,642 Ordinary Shares for For For Mgmt
Market Purchase
15 Amend Articles of Association Re: Shareholder For For Mgmt
Resolutions
16 Amend Articles of Association Re: For For Mgmt
Indemnification of Directors
17 Amend Articles of Association Re: Participation For For Mgmt
of a Proxy in a Meeting
04/20/05 - A Heineken Nv N39427211 04/13/05 5,680
1 Receive Report of Management Board None None Mgmt
2 Approve Financial Statements and Statutory For For Mgmt
Reports
3 Receive Explanation of Company's Reserves and None None Mgmt
Dividend Policy
4 Approve Allocation of Income and Dividends For For Mgmt
5 Approve Discharge of Executive Board For For Mgmt
6 Approve Discharge of Supervisory Board For For Mgmt
7 Amend Articles to Reflect Recommendations of For For Mgmt
Dutch Corporate Governance Code and Amendments
to Book 2 of Dutch Civil Code on Two-tiered
Company Regime
8 Approve Remuneration Report Containing For For Mgmt
Remuneration Policy for Executive Board Members
As ISS considers the overall structure of
the proposed remuneration policy to be
shareholder friendly, we recommend a
vote in favor of the proposal.
9 Approve Long-Term Incentive Plan for Executive For For Mgmt
Board
10 Authorize Repurchase of Up to Ten Percent of For For Mgmt
Issued Share Capital
Some shareholders object to corporations
repurchasing shares. They prefer to see
extra cash
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Mgmt Rec - Company Management Recommended Vote Page 40
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Jul 01, 2004 - Jun 30, 2005
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invested in new businesses or paid out as
dividends. We believe that when timed
correctly, corporate stock repurchases are a
legitimate use of corporate funds and can
add to long-term shareholder returns. For
this reason, we recommend a vote in favor of
the board's proposal.
11 Grant Board Authority to Issue Authorized Yet For For Mgmt
Unissued Shares Up to Ten Percent
Restricting/Excluding Preemptive Rights
Elect One of Two Candidates
12.1A Reelect Maarten Das to Supervisory Board For For Mgmt
12.1B Elect Ruud Overgaauw to Supervisory Board Against Against Mgmt
ISS would have liked to see further
information about the candidate's background
and qualifications. Based on the information
available, the candidate presented under
Item 12.1A possesses better qualifications
for board membership. On this basis,
shareholders are advised to vote against
Item 12.1B.
Elect One of Two Candidates
12.2A Reelect Jan Michiel Hessels to Supervisory For For Mgmt
Board
12.2B Elect Jos Buijs to Supervisory Board Against Against Mgmt
ISS would have liked to see further
information about the candidate's background
and qualifications. Based on the information
available, the candidate presented under
Item 12.2A possesses better qualifications
for board membership. On this basis,
shareholders are advised to vote against
Item 12.2B.
13 Approve Remuneration of Supervisory Board For For Mgmt
14 Discussion about Company's Corporate Governance None None Mgmt
Code
15 Approve English as Official Language of Annual For For Mgmt
Report
05/27/05 - A HSBC Holdings Plc G4634U169 None 9,050
1 Accept Financial Statements and Statutory For For Mgmt
Reports
2.a Re-elect Sir John Bond as Director For For Mgmt
2.b Re-elect R Ch'ien as Director For For Mgmt
2.c Re-elect J Coombe as Director For For Mgmt
2.d Re-elect Baroness Dunn as Director For For Mgmt
2.e Re-elect D Flint as Director For For Mgmt
2.f Re-elect J Hughes-Hallet as Director For For Mgmt
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Mgmt Rec - Company Management Recommended Vote Page 41
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2.g Re-elect Sir Brian Moffat as Director For For Mgmt
2.h Re-elect S Newton as Director For For Mgmt
2.i Re-elect H Sohmen as Director For For Mgmt
3 Reappoint KPMG Audit Plc as Auditors and For For Mgmt
Authorise the Board to Determine Their
Remuneration
4 Approve Remuneration Report For For Mgmt
Other than the new long-term incentive plan
(see Resolution 11), the main remuneration
issue at this year's AGM is the termination
payment made to William Aldinger. We are
supporting this resolution in light of the
fact that the payment is in line with his
contractual entitlements.
5 Authorise Issue of Equity or Equity-Linked For For Mgmt
Securities with Pre-emptive Rights up to
Aggregate Nominal Amount of GBP 100,000
(Preference Shares); USD 100,000 (Preference
Shares); EUR 100,000 (Preference Shares); and
USD 1,119,000,000 (Oridnary Shares)
6 Authorise Issue of Equity or Equity-Linked For For Mgmt
Securities without Pre-emptive Rights up to
Aggregate Nominal Amount of USD 279,750,000
7 Authorise 1,119,000,000 Ordinary Shares for For For Mgmt
Market Purchase
8 Amend HSBC Holdings Savings-Related Share For For Mgmt
Option Plan
9 Amend HSBC Holdings Savings-Related Share For For Mgmt
Option Plan: International
10 Approve the HSBC US Employee Stock Plan For For Mgmt
11 Approve the HSBC Share Plan For For Mgmt
RREV had the opportunity of providing
feedback to the Company on the terms of this
plan prior to it being brought before all
shareholders for their approval. The plan
complies with standard market practice in a
number of ways and we are raising no
concerns sufficient for us to consider
recommending a vote against the introduction
of the plan. The introduction of an EPS
metric may be an issue for those
institutional investors who have a strong
preference for TSR. However, the change does
not put HSBC out of line with the market and
we note that half of each award will
continue to be measured relative to TSR
against an appopriate comparator group. One
key change from the current arrangements is
that, going forward, the full vesting of
awards will only be made for significant
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Mgmt Rec - Company Management Recommended Vote Page 42
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Jul 01, 2004 - Jun 30, 2005
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outperformance (at presents, awards vest in
full for TSR performance equivalent to the
median). The Company is, however, keen to
ensure that the expected value of awards
under the new plan are similar to those
under the current Restricted Share Plan. As
a result, the face value of awards under the
new plan will be higher than those made
under the current plan (despite the fact
that individual limits are no longer
expressed as a multiple of salary plus
bonus). The intended award levels for EDs
are high but not unacceptably so for a
company of HSBC's size. However, an award at
the maximum permitted level of 700% of basic
salary would require detailed justification
from the Company in order for shareholders
to find it palatable. The main negative we
have identified is the fact that the
Remuneration Committee does not intend to
continue with the feature of the present
arrangements whereby shares do not generally
vest for a further two years following the
end of the three-year performance period.
This is, in our view, a step backwards as
such extended vesting periods help to align
the interests of executives with long-term
shareholders. The Company has explained that
the two-year retention period was confusing
to executives. In addition, the Company took
the view that a three-year performance
period with no additional retention period
is in line with market practice.
12 Amend Articles of Association Re: For For Mgmt
Statutory and Best Practice Changes
06/23/05 - A JS Group Corp. (Formerly Tostem Inax Holding Corp.) J9011R108 03/31/05 3,600
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends:
Interim JY 20, Final JY 20, Special JY 0
Payout ratio is approximately 55 percent
based on parent-company earnings, or 38
percent based on consolidated EPS. By law,
funds available for dividends in Japan are
based on parent-company earnings only.
2 Approve Payment of Annual Bonuses to Directors For For Mgmt
The company is proposing to pay a total
bonus of JY 10.913 million to 10 directors
in office as of the fiscal year-end. As the
amount is not excessive, and the company has
been profitable, we have no reason to
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oppose this resolution.
3 Amend Articles to: Authorize Public For For Mgmt
Announcements in Electronic Format
The company is seeking the authority to
allow it to make public announcements in an
electronic format, in line with a recent
amendment made to the Commercial Code on
February 1, 2005. These include
announcements of financial results, record
dates for corporate actions, and creditor
and shareholder objection periods for
mergers and other transactions. This is a
routine change.
4 Elect Directors For For Mgmt
4.1 Elect Director --- For
Candidates 1 to 7 are all insiders
4.2 Elect Director --- For
4.3 Elect Director --- For
4.4 Elect Director --- For
4.5 Elect Director --- For
4.6 Elect Director --- For
4.7 Elect Director --- For
4.8 Elect Director --- For
Candidate 8 has been designated by the
company as an outside director. He is the
chairman of Diamond Lease, which is not a
major shareholder in JS Group.
4.9 Elect Director --- For
Candidate 9 has been designated as an
outside director. ISS considers him to be an
affiliated outsider, as he is an special
adviser and former chairman of one of the
company's major shareholders, Sumitomo
Mitsui Bank.
5 Approve Retirement Bonus for Director For For Mgmt
The retiring director is an insider, and we
have no reason to oppose this resolution. He
joined the company in 1976.
06/29/05 - A Kao Corp. J30642169 03/31/05 8,000
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends:
Interim JY 19, Final JY 19, Special JY 0
2 Authorize Share Repurchase Program For For Mgmt
The limits on the plan are within our
guidelines, and this is a routine request.
3 Amend Articles to: Expand Business For For Mgmt
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Mgmt Rec - Company Management Recommended Vote Page 44
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Jul 01, 2004 - Jun 30, 2005
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Lines - Restore Previous Level of Authorized
Capital Following Share Repurchase and
Cancellation
4 Appoint Internal Statutory Auditor For For Mgmt
5 Approve Executive Stock Option Plan For For Mgmt
11/22/04 - S Karstadt Quelle AG (Formerly Karstadt Ag) D38435109 None 7,100
1 Receive Report on Refinancing Plan None None Mgmt
2 Approve Creation of EUR 238.2 Million Pool of For For Mgmt
Conditional Capital with Preemptive Rights
(7 New Shares for Every 8 Shares Currently
Held)
05/24/05 - A Karstadt Quelle AG (Formerly Karstadt Ag) D38435109 None 8,639
1 Receive Financial Statements and Statutory None Mgmt
Reports
2 Approve Discharge of Management Board for For Mgmt
Fiscal 2004
3 Approve Discharge of Supervisory Board for For Mgmt
Fiscal 2004
4 Ratify BDO Deutsche Warentreuhand AG as For Mgmt
Auditors for Fiscal 2005
5 Amend Articles Re: Calling of and Registration For Mgmt
for Shareholder Meetings due to Proposed
Changes in German Law (Company Integrity and
Modernization of Shareholder Lawsuits
Regulation)
Not voted per client instruction.
06/24/05 - A KDDI Corporation (frm. DDI Corp.) J31843105 03/31/05 30
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends: Interim JY 2400, Interim
Special JY 1000, Final JY 3500
2 Amend Articles to: Reduce Directors' Term in For For Mgmt
Office - Authorize Public Announcements in
Electronic Format
3 Approve Executive Stock Option Plan For For Mgmt
4 Elect Directors For For Mgmt
5 Appoint Internal Statutory Auditor For Against Mgmt
Given the realities of Japanese business and
the strong loyalties to companies held by
those with long-standing ties to those
companies and their
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Mgmt Rec - Company Management Recommended Vote Page 45
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Jul 01, 2004 - Jun 30, 2005
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affiliates, the nominee for independent
auditor cannot be expected to fulfill the
role of independent monitor of the company's
activities on behalf of all shareholders.
03/11/05 - A KT Corp (formerly Korea Telecom Corporation) 48268K101 12/31/04 5,300
Meeting for Holders of ADRs
1 APPROVAL OF BALANCE SHEET, INCOME STATEMENT AND For For Mgmt
STATEMENT OF APPROPRIATION OF RETAINED EARNINGS
FOR THE 23RD FISCAL YEAR, AS SET FORTH IN THE
COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH.
2 APPROVAL OF THE AMENDMENT OF ARTICLES OF For For Mgmt
INCORPORATION, AS SET FORTH IN THE COMPANY S
NOTICE OF MEETING ENCLOSED HEREWITH.
3 JEONG SOO SUH (NOMINATED BY THE PRESIDENT WITH For For Mgmt
CONSENT OF BOARD OF DIRECTORS)
4 STUART B. SOLOMON (NOMINATED BY OUTSIDE For For Mgmt
DIRECTOR RECOMMENDATION COMMITTEE)
5 THAE SURN KHWARG (NOMINATED BY OUTSIDE DIRECTOR For For Mgmt
RECOMMENDATIONY COMMITTEE)
6 BYOUNG HOON LEE (SHAREHOLDER PROPOSAL - Against Against ShrHoldr
PRACTICALLY INITIATED BY LABOR UNION OF KT)
7 APPROVAL OF LIMIT ON REMUNERATION OF DIRECTORS, For For Mgmt
AS SET FORTH IN THE COMPANY S NOTICE OF MEETING
ENCLOSED HEREWITH.
06/28/05 - A Kuraray Co. Ltd. J37006137 03/31/05 10,900
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends: Interim JY 5.5, Final
JY 6.5, Special JY 0
Payout ratio is approximately 41 percent.
2 Elect Directors For For Mgmt
2.1 Elect Director --- For
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Mgmt Rec - Company Management Recommended Vote Page 46
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Jul 01, 2004 - Jun 30, 2005
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- -----------------------------------------------------------------------------------------------------------------------------
Candidates 1 to 9 are all insiders.
2.2 Elect Director --- For
2.3 Elect Director --- For
2.4 Elect Director --- For
2.5 Elect Director --- For
2.6 Elect Director --- For
2.7 Elect Director --- For
2.8 Elect Director --- For
2.9 Elect Director --- For
3 Appoint Internal Statutory Auditor For Against Mgmt
Given the realities of Japanese business and
the strong loyalties to companies held by
those with long-standing ties to those
companies and their affiliates, the nominee
for independent auditor cannot be expected
to fulfill the role of independent monitor
of the company's activities on behalf of all
shareholders. The nominee is a former
partner of the company's external audit
firm.
4 Approve Retirement Bonus for Director For For Mgmt
The retiring director is an insider, and we
have no reason to oppose this resolution.
05/27/05 - A Lawson, Inc. J3871L103 02/28/05 3,500
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends: Interim JY 35, Final JY
35, Special JY 0
2 Amend Articles to: Expand Business Lines - For For Mgmt
Decrease Authorized Capital to Reflect Share
Repurchase
3 Elect Directors For For Mgmt
4.1 Appoint Internal Statutory Auditor For For Mgmt
Given the realities of Japanese business and
the strong loyalties to companies held by
those with long-standing ties to those
companies and their affiliates, the nominee
for independent auditor (candidate 2) cannot
be expected to fulfill the role of
independent monitor of the company's
activities on behalf of all shareholders.
4.2 Appoint Internal Statutory Auditor For Against Mgmt
5 Approve Executive Stock Option Plan For For Mgmt
6 Approve Deep Discount Stock Option Plan For For Mgmt
7 Approve Retirement Bonuses for Directors and For Against Mgmt
Statutory Auditor, and Special Payments to
Continuing Directors in Connection with
Abolition
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Mgmt Rec - Company Management Recommended Vote Page 47
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Jul 01, 2004 - Jun 30, 2005
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of Retirement Bonus System
As we believe the payment of such bonuses to
non-executives is a highly inappropriate
practice anywhere, not just in Japan, we see
no alternative but to recommend opposing the
whole item.
05/05/05 - A Lloyds TSB Group plc (formerly TSB Group) G5542W106 None 10,330
1 Accept Financial Statements and Statutory For For Mgmt
Reports
2 Approve Remuneration Report For For Mgmt
We do not believe that any of the issues we
have raised in relation to this year's
remuneration report justify a recommendation
for shareholders to vote against the
remuneration report.
3a Elect Sir Julian Horn-Smith as Director For For Mgmt
3b Elect Truett Tate as Director For For Mgmt
4a Re-elect Gavin Gemmell as Director For For Mgmt
4b Re-elect Michael Fairey as Director For For Mgmt
4c Re-elect DeAnne Julius as Director For For Mgmt
5 Reappoint PricewaterhouseCoopers LLP as Auditors For For Mgmt
of the Company
6 Authorise Board to Fix Remuneration of the For For Mgmt
Auditors
7 Authorise Issue of Equity or Equity-Linked For For Mgmt
Securities with Pre-emptive Rights up to
Aggregate Nominal Amount of GBP 332,373,048,
USD 40,000,000, EUR 40,000,000 and JPY
1,250,000,000
8 Authorise Issue of Equity or Equity-Linked For For Mgmt
Securities without Pre-emptive Rights up to
Aggregate Nominal Amount of GBP 70,942,899
9 Authorise 567,000,000 Shares for Market For For Mgmt
Purchase
04/11/05 - A Lonza Group Ltd. H50524133 None 1,890
1 Accept Financial Statements and Statutory For For Mgmt
Reports
2 Accept Consolidated Financial Statements and For For Mgmt
Statutory Reports
3 Approve Allocation of Income and Dividends of For For Mgmt
CHF 1.30 per Share
4 Approve Discharge of Board and Senior For For Mgmt
Management
5 Approve Creation of CHF 2.5 Million Pool of For For Mgmt
Conditional Capital without
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Mgmt Rec - Company Management Recommended Vote Page 48
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Jul 01, 2004 - Jun 30, 2005
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Preemptive Rights
6 Reelect Peter Kalantzis, Bernard Mach, Richard For For Mgmt
Sykes, and Peter Wilden as Directors; Elect
Rolf Soiron as Director
7 Ratify KPMG Fides Peat as Auditors For For Mgmt
03/30/05 - A Mabuchi Motor Co. Ltd. J39186101 12/31/04 2,400
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends: Interim JY 25, Interim
Special JY 39, Final JY 25, Final Special JY 26
2 Elect Directors For For Mgmt
10/22/04 - S Marks & Spencer Group PLC (formerly Marks & G5824M107 None 11,000
Spencer Plc)
1 Authorise 692,771,084 Ordinary Shares For For Mgmt
(GBP 2.3 billion) for Market Purchase Pursuant
to the Tender Offer
2 Authorise 158,743,463 Ordinary Shares for For For Mgmt
Market Purchase other than that Proposed
in Resolution 1
06/29/05 - A Matsumotokiyoshi Co. Ltd. J40885105 03/31/05 2,900
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends: Interim JY 10, Final
JY 20, Special JY 0
Payout ratio is approximately 30 percent.
2 Amend Articles to: Increase Authorized Capital For Against Mgmt
from 160 Million to 210 Million Shares
The company seeks to increase its
authorized share capital from 160 million
to 210 million shares, an increase of 31
percent. The company currently has 53.58
million shares outstanding, or about 33
percent of the current authorization. After
the proposed increase, the company will
have 26 percent of its authorized capital
outstanding. The company has not disclosed
any information about its plans for future
share issuances, and has only used
boilerplate language stating that the
increase in authorized capital is to
"prepare for future expansion in the scale
of operations." However, this increase can
also be used to implement a poison pill or
other takeover defense, which would not
necessarily
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Jul 01, 2004 - Jun 30, 2005
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require shareholder approval. Because an
increase in authorized capital which would
leave the company with only 26 percent of
the new authorization on issue does not
meet ISS guidelines for authorized capital
increases, we recommend that shareholders
vote against this resolution.
3 Elect Directors For For Mgmt
3.1 Elect Director --- For
Candidates 1 to 10, except 9, are all
insiders.
3.2 Elect Director --- For
3.3 Elect Director --- For
3.4 Elect Director --- For
3.5 Elect Director --- For
3.6 Elect Director --- For
3.7 Elect Director --- For
3.8 Elect Director --- For
3.9 Elect Director --- For
Candidate 9 has been designated as an
outside director. ISS considers him to be
an affiliated outsider, as he is a family
member of the president of
Matsumotokiyoshi Co.
3.10 Elect Director --- For
05/12/05 - A Medion AG D12144107 None 1,900
1 Receive Financial Statements and Statutory None None Mgmt
Reports
2 Approve Allocation of Income and Dividends of For For Mgmt
EUR 0.55 per Share
3 Approve Discharge of Management Board for For For Mgmt
Fiscal 2004
4 Approve Discharge of Supervisory Board for For For Mgmt
Fiscal 2004
5 Amend Articles Re: Calling of and Registration For For Mgmt
for Shareholder Meetings due to Proposed
Changes in German Law (Company Integrity and
Modernization of Shareholder Lawsuits
Regulation)
6 Authorize Share Repurchase Program and For For Mgmt
Reissuance of Repurchased Shares
7 Ratify Maerkische Revision AG as Auditors For For Mgmt
06/29/05 - A Minebea Co. Ltd. J42884130 03/31/05 31,000
1 Approve Allocation of Income, For For Mgmt
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Including the Following Dividends: For For Mgmt
Interim JY 0, Final JY 7, Special JY 0
Payout ratio is approximately 80 percent
based on parent-only earnings.
2 Elect Directors For For Mgmt
2.1 Elect Director --- For
2.2 Elect Director --- For
2.3 Elect Director --- For
2.4 Elect Director --- For
2.5 Elect Director --- For
2.6 Elect Director --- For
2.7 Elect Director --- For
2.8 Elect Director --- For
2.9 Elect Director --- For
Candidate 9, Chanchai Leetavorn, has been
designated by the company as an outside
director. Mr. Leetavorn is a former minister
of the Commerce of the Kingdom of Thailand
and is currently the chairman of Asia Credit
Plc. He joined Mineba's board in 1990.
2.10 Elect Director --- For
Candidate 10, Takashi Matsuka, has been
designated by the company as an outside
director. ISS considers him to be
affiliated, as he is a managing director of
Keiaisha Co., which is engaged in a business
relationship with Minebea.
3 Approve Retirement Bonuses for Directors For Against Mgmt
One of the retiring directors has been
designated as an outside director. As we
believe the payment of such bonuses to
non-executives is a highly inappropriate
practice anywhere, not just in Japan, we see
no alternative but to recommend opposing the
whole item.
06/29/05 - A Mitsubishi Tokyo Financial Group Inc J44497105 03/31/05 12
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends on Ordinary Shares: Interim
JY 0, Final JY 6000, Special JY 0
2 Amend Articles to: Increase Authorized For For Mgmt
Preferred Share Capital - Delete References to
Cancelled Preferred Shares and Add References
to New Classes of Preferred Shares
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Mgmt Rec - Company Management Recommended Vote Page 51
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Jul 01, 2004 - Jun 30, 2005
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3 Approve Merger Agreement with UFJ Holdings Inc. For For Mgmt
We believe that this merger will benefit
shareholders by creating a dominant
financial institution with a diversified
customer base; in particular, one more
heavily weighted toward the retail clients
who offer the best chance for expansion of
revenues and earnings.
4 Elect Directors For For Mgmt
5.1 Appoint Internal Statutory Auditor For For Mgmt
Given the realities of Japanese business and
the strong loyalties to companies held by
those with long-standing ties to those
companies and their affiliates, the second
nominee for independent auditor cannot be
expected to fulfill the role of independent
monitor of the company's activities on
behalf of all shareholders.
5.2 Appoint Internal Statutory Auditor For Against Mgmt
6 Approve Retirement Bonuses for Directors and For Against Mgmt
Statutory Auditors
As we believe the payment of such bonuses to
non-executives is a highly inappropriate
practice anywhere, not just in Japan, we see
no alternative but to recommend opposing the
whole item.
06/29/05 - A Murata Manufacturing Co. Ltd. J46840104 03/31/05 2,300
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends: Interim JY 25, Final JY
25, Special JY 0
The payout ratio is 38 percent based on
parent-company earnings, or 24 percent based
on consolidated earnings. By law, funds
available for dividends in Japan are based
on parent company earnings only.
2 Amend Articles to: Expand Business Lines - For For Mgmt
Reduce Maximum Board Size - Decrease Authorized
Capital to Reflect Share Repurchase - Authorize
Public Announcements in Electronic Format
Murata seeks to reduce the upper limit on
the size of the board of directors from 25
to 15, in a belated accompaniment to the
introduction of an executive officer system
in 2000. There are currently 11 directors at
Murata, but that number is decreasing to 9
at this meeting. The decrease in authorized
capital reflects the repurchase and
cancellation of 9 million
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Mgmt Rec - Company Management Recommended Vote Page 52
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Jul 01, 2004 - Jun 30, 2005
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shares, and is a positive development. The
new business activities are employment
placement and the dispatch of personnel, as
well as "knowledge development" and other
forms of training.
3 Elect Directors For For Mgmt
3.1 Elect Director --- For
Candidates 1-5 are insiders.
3.2 Elect Director --- For
3.3 Elect Director --- For
3.4 Elect Director --- For
3.5 Elect Director --- For
3.6 Elect Director --- For
Candidate 6 is an outside director. Yasuro
Tanahashi is a former executive of Nippon
Steel and is now chairman of its affiliate
NS Solutions Corp.
4 Appoint Internal Statutory Auditor For For Mgmt
The nominee is not designated as
independent.
5 Approve Adjustment to Aggregate Compensation For For Mgmt
Ceiling for Directors
The ceiling would be lowered from JY 550
million per year to JY 500 million per year.
The board size has decreased since the
ceiling was last adjusted in 1998. We have
no reason to oppose this resolution.
6 Approve Executive Stock Option Plan For For Mgmt
The company proposes to grant options over
100,000 shares, a fraction of 1 percent of
issued capital, to directors, executive
officers and employees of Murata and its
subsidiaries. This is a typical Japanese
option plan, with an exercise price set at a
2.5 percent premium to market prices. The
exercise period begins 2 years from the
grant date.
01/31/05 - A National Australia Bank (Nab) Q65336119 01/29/05 9,151
1 Chairman's Address, Presentation by the None None Mgmt
Managing Director and Chief Executive Officer,
and an Address by the Chairman of the Human
Resources Committee
2 Receive Financial Statements and Statutory None None Mgmt
Reports
3 Elect Directors For For Mgmt
3.1 Elect Graham Kraehe as Director --- For
ISS prefers that all key board committees be
completely independent to maximize
independent oversight and to minimize any
conflicts of interest. In
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the future, ISS will review the membership
of this company's Nomination committee,
which includes insiders and oppose the
reelection of these members if deemed
appropriate. ISS will also take into
consideration the company's compliance with
the rest of the recommendations of the ASX
Corporate Governance Council. Despite these
shortcomings, director elections are
standard proposals at annual meetings and
these concerns would not be enough to lead
us to oppose these candidates at this time.
3.2a Elect Michael A. Chaney as Director For For Mgmt
3.2b Elect Robert G. Elstone as Director For For Mgmt
3.2c Elect Ahmed Fahour as Director For For Mgmt
3.2d Elect Daniel T. Gilbert as Director For For Mgmt
3.2e Elect Paul J. Rizzo as Director For For Mgmt
3.2f Elect Jillian S. Segal as Director For For Mgmt
3.2g Elect Michael J. Ullmer as Director For For Mgmt
3.2h Elect G. Malcolm Williamson as Director For For Mgmt
4 Remove Geoffrey Tomlinson as a Director Against For ShrHoldr
The ASA is concerned with the excessive
number of directorships that Tomlison
maintains which it believes may impact on
his ability to perform his duties as a
director. At present, Tomlinson is Chairman
of Funtastic Ltd. and Programmed Maintenance
Services Ltd and Deputy Chairman of Hanson
Technologies Ltd. He is also a director in
Mirabooka Investments and Amcor Limited in
addition to his board seat in NAB. On the
part of the board, it contends that
Tomlinson's performance as a director of the
NAB was given a high rating on all of the
criteria set for a director to achieve when
it was reviewed at the November 2004 board
meeting. Tomlinson is experienced in the
field of financial services and wealth
management. Should the resolution be passed,
the board fears that the valuable experience
of Tomlinson would be lost. It is to be
noted that Tomlinson has been in the NAB
board through two major scandals which has
cost the bank more than A$4 billion ($3
billion) in losses. In the Australian
Prudential Regulation Authority's (APRA)
report on the 2004 currency trading fiasco,
the regulatory body highlighted significant
problems with NAB's culture, governance and
risk management - areas where the board's
role is critical. ISS believes that
Tomlinson, being part of a board that has
proven its inability to focus on its purpose
of enhancing shareholder value, has to
himself be held accountable for such
instances of
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gross mismanagement. ISS in fact supported
his removal along with some former members
of the NAB board in a May 21, 2004
shareholder meeting. The meeting proposing
the removal of the entire NAB board was
called by another former NAB director,
Catherine Walter. This was the culmination
of a bitter boardroom battle that followed
as Walter accused her co-directors of
meddling in the investigation of the rogue
trading-related forex losses. The proposed
shareholder meeting was eventually cancelled
at the last minute following a board renewal
program proposed by Chairman Graham Kraehe.
ISS maintains its original stand supporting
a complete board renewal at NAB. ISS
believes that with the recruitment of new,
independent and qualified directors, NAB is
on the right path. Nevertheless, ISS still
believes that there should be some
accountability for poor performance and the
loss of shareholder value which Tomlison
could arguably be held responsible. Given
this reason, ISS therefore supports
Tomlinson's proposed removal as a director
of the company.
Meanwhile, Graham Kraehe, has indicated
that he will step down from the NAB board
come September 2005 to make way for Michael
Chaney's appointment as the bank's new
Chairman. While ISS holds Kraehe just as
accountable as Tomlison for NAB's past
miscues, given his intention to step down
later in the year and in the interest of the
completion of the board renewal process and
the orderly transition to a new chairman,
ISS supports Kraehe's reelection to the
board.
5 Approve Ernst & Young as Auditors and Authorize For For Mgmt
Board to Fix Their Remuneration
6 Approve Grant of Options, Performance Rights For For Mgmt
and Shares to John Stewart, Managing Director
and Chief Executive Officer
7 Authorize Share Repurchase Program For For Mgmt
05/04/05 - A Nedbank Group(frmly Nedcor Ltd.) S55000103 None 8,800
Annual Meeting Agenda
1 Accept Financial Statements and Statutory For For Mgmt
Reports for Year Ended December 31, 2004
2 Approve Interim Dividend of ZAR 0.44 Per Share For For Mgmt
Declared on August 4, 2004 and Final Dividend
of ZAR 0.76 Per
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Share Declared on February 21, 2005
3 Reelect N. Dennis as Director For For Mgmt
4 Reelect B. de L. Figali as Director For For Mgmt
5 Reelect M.L. Ndlovu as Director For For Mgmt
6 Reelect P.F. Nhleko as Director For For Mgmt
7 Reelect M.W.T. Brown as Director Appointed For For Mgmt
During the Year
8 Reelect R.M. Head as Director Appointed During For For Mgmt
the Year
9 Appoint Any Person Nominated as Director In For Against Mgmt
Accordance With Company's Articles of
Association
This resolution would run counter to
standard market practice with respect to
disclosure, and therefore it does not
warrant shareholder support.
10 Approve Remuneration of Nonexecutive Directors For For Mgmt
11 Approve Remuneration of Executive Directors For For Mgmt
12 Reappoint Deloitte & Touche and KPMG as Joint For For Mgmt
Auditors
13 Authorize Board to Fix Remuneration of the For For Mgmt
Auditors
14 Place Authorized But Unissued Shares under For For Mgmt
Control of Directors
15 Amend Employee Share Purchase Trust Deed For Against Mgmt
ISS does not support option repricing as it
reduces the incentive that options provide
to raise the share price for shareholders.
On this basis, shareholders should oppose
this request.
16 Approve Stock Option, Matched and Restricted For Against Mgmt
Share Scheme, and Share Scheme Trust Deed
In the absence of performance criteria, ISS
opposes grants of discounted options,
including restricted stock. In very rare
cases, ISS may consider supporting a plan
that includes discounted options, including
restricted stock, if the company has
attached challenging performance criteria to
the options, including price hurdles. ISS
would only approve of plans that set out
strict limits on such grants and that
include stringent vesting provisions and
sufficiently challenging performance
criteria. In this case, the performance
criteria are not set out in advance and the
administering committee includes an insider.
On this basis, this resolution does not
warrant shareholder support.
17 Authorize Repurchase of Up to 10 Percent of For For Mgmt
Issued Share Capital
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18 Approve Change of Company's Name to Nedbank For For Mgmt
Group Limited
04/14/05 - A Nestle SA H57312466 None 1,141
Management Proposals
1a Accept Financial Statements and Statutory For For Mgmt
Reports
1b Accept Consolidated Financial Statements and For For Mgmt
Statutory Reports
2 Approve Discharge of Board and Senior For For Mgmt
Management
3 Approve Allocation of Income and Dividends of For For Mgmt
CHF 8.00 per Share
Shareholder Proposals Submitted by Ethos Group
4a Amend Articles of Association to Separate Against For ShrHoldr
Position of CEO and Chairman of the Board
Due to all these concerns, we agree with the
Ethos Group that it is important to
shareholders that the board, especially the
chairman, remain independent. Support for
the proposal is warranted.
4b Amend Articles of Association to Reduce Board Against For ShrHoldr
Terms from Five Years to Three Years; Approve
Individual Election of Board Members
There are numerous benefits for having
shorter board terms, including maximizing
directors' accountability to shareholders
and enabling shareholders to reaffirm the
mandate of directors to continue in office.
Nestle has not submitted a persuasive
argument to maintain such long terms of five
years, which exceed current market practice
of three years. Consequently, support for
this proposal is warranted.
4c Amend Articles of Association to Reduce Against Against ShrHoldr
Threshold for Submitting Shareholder Proposals
From CHF 1 Million to CHF 100,000
Given that Nestle's threshold requirement is
in line with market practice, shareholder
support for this resolution is not warranted
at this time.
Management Proposals
5 Elect Guenter Blobel as Director For For Mgmt
6 Ratify KPMG Klynveld Peat Marwick Goerdeler SA For For Mgmt
as Auditors
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06/29/05 - A Nippon Express Co. Ltd. J53376117 03/31/05 52,200
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends:
Interim JY 4, Final JY 4, Special JY 0
The payout ratio is 36 percent based on
parent-only earnings, or 26 percent based on
consolidated earnings. By law, funds
available for dividends in Japan are based
on parent-company earnings only.
2 Amend Articles to: Delete Obsolete Language For For Mgmt
Inserted into Articles in Connection with
Extension of Statutory Auditor's Term in Office
We have no reason to oppose this routine
resolution.
3 Elect Directors For For Mgmt
3.1 Elect Director --- For
The directors are all insiders.
3.2 Elect Director --- For
3.3 Elect Director --- For
3.4 Elect Director --- For
3.5 Elect Director --- For
3.6 Elect Director --- For
3.7 Elect Director --- For
3.8 Elect Director --- For
3.9 Elect Director --- For
3.10 Elect Director --- For
3.11 Elect Director --- For
3.12 Elect Director --- For
3.13 Elect Director --- For
3.14 Elect Director --- For
4.1 Appoint Internal Statutory Auditor For For Mgmt
The first nominee, a life-long employee of
Japan Tobacco, meets our criteria for
independence. Nippon Express is already in
compliance with Japan's new rules governing
the composition of boards of statutory
auditors.
4.2 Appoint Internal Statutory Auditor For Against Mgmt
Given the realities of Japanese business and
the strong loyalties to companies held by
those with long-standing ties to those
companies and their affiliates, the second
nominee for independent auditor cannot be
expected to fulfill the role of independent
monitor of the company's activities on
behalf of all shareholders. He is a former
executive of Mizuho Bank and its predecessor
Dai-Ichi Kangyo Bank. Mizuho Bank is a major
lender to, and shareholder in, Nippon
Express.
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shareholder in, Nippon Express.
5 Approve Retirement Bonuses for Directors and For Against Mgmt
Statutory Auditor
The retiring auditor has been designated as
independent. As we believe the payment of
such bonuses to non-executives is a highly
inappropriate practice anywhere, not just in
Japan, we see no alternative but to
recommend opposing the whole item.
06/28/05 - A Nippon Telegraph & Telephone Corp. J59396101 03/31/05 29
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends: Interim JY 3000, Final
JY 3000, Special JY 0
2 Authorize Share Repurchase Program For For Mgmt
The limits on the plan are within our
guidelines, and this is a routine request.
3 Elect Directors For For Mgmt
4 Appoint Internal Statutory Auditor For For Mgmt
5 Approve Retirement Bonuses for Directors and For Against Mgmt
Statutory Auditor
As we believe the payment of such bonuses to
non-executives is a highly inappropriate
practice anywhere, not just in Japan, we see
no alternative but to recommend opposing the
whole item.
03/01/05 - A Novartis AG H5820Q150 None 6,300
1 Accept Financial Statements and Statutory For For Mgmt
Reports
2 Approve Discharge of Board and Senior For For Mgmt
Management
3 Approve Allocation of Income and Dividends of For For Mgmt
CHF 1.05 per Share
4 Approve CHF 19 Million Reduction in Share For For Mgmt
Capital via Share Cancellation
5 Authorize Repurchase of up to Ten Percent of For For Mgmt
Issued Share Capital
6 Elect Directors For For Mgmt
7 Ratify PricewaterhouseCoopers AG as Auditors For For Mgmt
03/31/05 - A Petroleo Brasileiro 71654V408 03/04/05 2,790
Meeting for Holders of ADR's
1 APPROVAL OF THE MANAGEMENT For For Mgmt
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REPORT, THE FINANCIAL STATEMENTS AND AUDIT
COMMITTEE S OPINION FOR THE FISCAL YEAR 2004.
2 APPROVAL OF THE CAPITAL EXPENDITURES BUDGET For For Mgmt
FOR THE FISCAL YEAR 2005.
3 APPROVAL OF THE DISTRIBUTION OF RESULTS FOR For For Mgmt
THE FISCAL YEAR 2004.
4 APPROVAL OF THE ELECTION OF MEMBERS TO THE For For Mgmt
BOARD OF DIRECTORS, AUDIT COMMITTEE AND THEIR
RESPECTIVE SUBSTITUTES, TO VOTE IN THE SAME
MANNER AS THE MAJORITY OF THE SHAREHOLDERS AT
THE MEETING.
5 APPROVAL OF THE ELECTION OF THE CHAIRMAN OF For For Mgmt
THE BOARD OF DIRECTORS.
6 APPROVAL OF THE ESTABLISHMENT OF THE For Against Mgmt
COMPENSATION 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.
03/31/05 - A Philips Electronics Nv N6817P109 03/24/05 9,560
1 Open Meeting None None Mgmt
2.a Approve Financial Statements and Statutory For For Mgmt
Reports
2.b Receive Explanation on Dividend and Reserve None None Mgmt
Policy (Non-Voting)
2.c Approve Dividend of EUR 0.40 ($0.52) Per For For Mgmt
Common Share
2.d Approve Discharge of Management Board For For Mgmt
2.e Approve Discharge of Supervisory Board For For Mgmt
3.a Discussion of Corporate Governance Structure None None Mgmt
(Non-Voting)
3.b Amend Articles to Reflect Recommendations of For For Mgmt
Dutch Corporate Governance Code and Amendments
to Book 2 of Dutch Civil Code
4 Ratify KPMG Accountants NV as Auditors For For Mgmt
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5.a Reelect G. Kleisterlee as President and CEO and For For Mgmt
Member of Management Board
5.b Elect P. Sivignon to Management Board For For Mgmt
6.a Reelect L. Schweitzer to Supervisory Board For For Mgmt
6.b Elect N. Wong to Supervisory Board For For Mgmt
6.c Elect J. Schiro to Supervisory Board For For Mgmt
7 Approve Remuneration of Supervisory Board For For Mgmt
8 Grant Board Authority to Issue Authorized Yet For For Mgmt
Unissued Shares up to 10% (20% in Connection
with Merger or Acquisition) of Issued Shares
Restricting/Excluding Preemptive Rights
9 Authorize Repurchase of Up to Ten Percent of For For Mgmt
Issued Share Capital
Some shareholders object to corporations
repurchasing shares. They prefer to see
extra cash invested in new businesses or
paid out as dividends. We believe that when
timed correctly, corporate stock repurchases
are a legitimate use of corporate funds and
can add to long-term shareholder returns.
For this reason, we recommend a vote in
favor of the board's proposal.
10 Other Business (Non-Voting) None None Mgmt
11 Close Meeting None None Mgmt
02/25/05 - A POSCO (formerly Pohang Iron & Steel) 693483109 12/30/04 600
Meeting for the Holders of ADR's
1 APPROVAL OF BALANCE SHEET, INCOME STATEMENT, For For Mgmt
AND THE STATEMENT OF APPROPRIATION OF RETAINED
EARNINGS FOR THE 37TH FISCAL YEAR (FROM JANUARY
1, 2004 TO DECEMBER 31, 2004)
2 ELECTION OF OUTSIDE DIRECTOR: AHN, CHARLES For For Mgmt
3 ELECTION OF OUTSIDE DIRECTOR AS AUDIT COMMITTEE For For Mgmt
MEMBER: KIM, E. HAN
4 ELECTION OF OUTSIDE DIRECTOR AS AUDIT COMMITTEE For For Mgmt
MEMBER: SUN, WOOK
5 ELECTION OF STANDING DIRECTOR: LEE, YOUN For For Mgmt
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6 APPROVAL OF THE CEILING AMOUNT OF TOTAL For For Mgmt
REMUNERATION FOR DIRECTORS IN THE FISCAL YEAR
2005
05/30/05 - A Repsol Ypf SA (Formerly Repsol, S.A.) E8471S130 None 8,662
1 Approve Financial Statements, Allocation of For For Mgmt
Income, and Discharge Directors for Fiscal Year
Ended 12-31-04
2 Present Amendments of the Board Governance For For Mgmt
Guidelines
3 Amend Articles 40, 47, and 38 of The Bylaws and For For Mgmt
Amend Chapter 2, Title 4 of the Board
Governance Guidelines
4 Elect Directors For For Mgmt
5 Approve Auditors for Company and Consolidated For For Mgmt
Group
6 Authorize Share Repurchase Program For For Mgmt
7 Authorize Issuance of Equity or Equity-Linked For For Mgmt
Securities without Preemptive Rights
8 Authorize Issuance of Convertible and Non- For For Mgmt
convertible Bonds without Preemptive Rights
9 Authorize Board to Ratify and Execute Approved For For Mgmt
Resolutions
05/05/05 - A Rexam Plc (Formerly Bowater) G1274K113 None 10,100
1 Accept Financial Statements and Statutory For For Mgmt
Reports
2 Approve Remuneration Report For For Mgmt
The main remuneration issue for shareholder
consideration is the termination payment for
Stefan Angwald, who was appointed CEO on 25
May 2004. Stefan Angwald's service contract
provided a notice period of two year's,
which would have reduced to one year
following his first year in office. However,
his contract of employment ceased on 31
October 2004 and an amount of GBP 2,474,064
($4,652,000) has been provided in respect of
pay in lieu of notice, relocation cost,
outplacement fees and other professional
fees and services due to him in accordance
with his contract. The amount receivable to
him pursuant to this termination agreement
in 2004 was GBP 229,805 ($437,000). In last
year's RREV report we noted
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that the Company's policy for newly
appointed EDs was to have a contract
terminable on two year's notice (one years'
notice if given by the ED), reducing to one
year's at the end of the first year. In
addition, if the Company terminates an ED's
contract without cause and in breach of the
notice requirement, it will mitigate the
loss by making monthly payments until the
earlier of the end of the notice period or
the ED starting a new job. The normal
application of the NAPF policy is for
contract length and notice periods for EDs
to be no more than one year. However, the
policy also suggests that in highly
exceptional circumstances a notice period
of two years reducing to one year after the
initial period could be justified. The
policy also recognises that in the event of
termination, phased payments can
substantially reduce the costs to the
Company as the payments cease when and if
the executives find fresh employment. We
understand that Stefan Angwald received the
compensation he is contractually entitled
to. We note that the overall sum could be
very substantial, specifically taking into
consideration the short time he served as
CEO. However, the Company is making phased
payments and has quantified the expected
amount he is entitled to under his service
contract. During the past year, the Company
met with RREV to discuss the circumstances
of Stefan Angwald's retirement. We concur
with the Company that the circumstances of
his departure resulted in his service
contract being terminated without cause.
Although we believe that termination
payments in excess of one-years' salary are
undesirable, in this case, we believe that
the payments made to Stefan Angwald are
justified. In view of this, we are
supporting the approval of the remuneration
report this year.
3 Approve Final Dividend of 10.09 Pence Per Share For For Mgmt
4 Elect Bill Barker as Director For For Mgmt
5 Re-elect Rolf Borjesson as Director For For Mgmt
Rolf Borjesson was appointed Chairman of
Rexam on 25 May 2004. He is the former CEO
of the Company and for that reason he was
not independent at the date of his
appointment. In line with the NAPF policy,
we prefer that the Chairman should be
independent at the time of appointment.
However, we consider that if the CEO goes
on to be Chairman of the same company,
shareholders should carefully assess the
situation. In last year's annual report,
the Company explained that
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institutional shareholders were consulted
about the appointment. When Rolf Borjesson
was considered as Chairman, the Board
believed that in view of the Company's
relatively new business focus and the
appointment of Stefan Angwald as a new
external CEO, Rolf Borjesson's continued
involvement would provide a balanced and
stable platform for the Company's future
development. RREV notes that the Company
raised this issue in last year's Annual
Report. In addition, RREV has engaged with
the Company on this particular issue. Rolf
Borjesson will be considered as
non-independent by the Company, he resigned
as a member of the Company's Audit and
Remuneration Committees on 23 February 2005
and will serve only on the Company's
Nomination Committee. From our engagement
process we understand that the Company
consulted with major shareholders in
relation to this issue. According to the
Company, institutional shareholders are
positive of the proposed succession
arrangement. We are not aware that any
external candidates were rigorously
considered or interviewed by the Nomination
Committee, of which Rolf Borjesson is a
member. We encourage shareholders to take
this point into consideration. We are
somewhat disappointed that external
candidates were not seriously considered as
an alternative. We are also concerned that
it could be potentially difficult for Rolf
Borjesson to exercise independent judgment
if the Company found itself in a difficult
strategic or operational situation.
However, in view of the consultation with
major shareholders, the review the standing
Board Committee composition in line with
the Code and the unexpected change of CEO
during 2004, we recommend that shareholders
vote for his re-election.
6 Reappoint PricewaterhouseCoopers LLP as For For Mgmt
Auditors and Authorise the Board to Determine
Their Remuneration
7 Authorise Issue of Equity or Equity-Linked For For Mgmt
Securities with Pre-emptive Rights up to
Aggregate Nominal Amount of GBP 140,800,000
8 Authorise Issue of Equity or Equity-Linked For For Mgmt
Securities without Pre-emptive Rights up to
Aggregate Nominal Amount of GBP 17,700,000
9 Authorise 55,000,000 Shares for Market Purchase For For Mgmt
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06/29/05 - A Rinnai Corp. J65199101 03/31/05 5,800
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends: Interim JY 13, Final
JY 13, Special JY 0
Payout ratio is approximately 34 percent
based on parent-only earnings.
2 Amend Articles to: Reduce Maximum Board For For Mgmt
Size - Restore Previous Level of Authorized
Capital Following Share Repurchase and
Cancellation
The company is decreasing the maximum
number of directors on the board from 18 to
10; in connection with the introduction of
an executive officer system.
The company also seeks to maintain its
authorized share capital at 200 million
shares. Rinnai cancelled 1.57 million
shares in February 2005, which under
Japanese law requires a corresponding
adjustment to authorized capital. However,
rather than reduce authorized capital to
198.43 million shares, Rinnai seeks to
maintain the level at the current 200
million shares. Rinnai has 54.22 million
shares outstanding following the
repurchase, or 27 percent of the 200
million share authorization. We have no
reason to oppose this resolution.
3 Elect Directors For For Mgmt
3.1 Elect Director --- For
Candidates 1 to 7 are insiders.
3.2 Elect Director --- For
3.3 Elect Director --- For
3.4 Elect Director --- For
3.5 Elect Director --- For
3.6 Elect Director --- For
3.7 Elect Director --- For
4 Approve Retirement Bonuses for Directors For For Mgmt
The retirees are all insiders, and we have
no reason to oppose this resolution.
5 Approve Adjustment to Aggregate Compensation For For Mgmt
Ceiling for Directors
Ceiling is to be lowered from JY 30 million
per month to JY 27 million per month,
because the board size will be decreasing
from 17 to seven. Although the company is
decreasing the ceiling, the actual per
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capita amount is increasing significantly.
However, if this resolution is voted down,
then the directors would be left with the
higher ceiling. Accordingly, we do not
oppose this resolution.
04/14/05 - A Rio Tinto Plc (Formerly Rtz Corp. Plc) G75754104 None 5,812
1 Authorise Issue of Equity or Equity-Linked For For Mgmt
Securities with Pre-emptive Rights up to
Aggregate Nominal Amount of GBP 34,350,000
2 Authorise Issue of Equity or Equity-Linked For For Mgmt
Securities without Pre-emptive Rights up to
Aggregate Nominal Amount of GBP 6,900,000
3 Authorise 106,800,000 Ordinary Shares of Rio For For Mgmt
Tinto Plc for Market Purchase by Rio Tinto Plc,
Rio Tinto Ltd. and any Subsidiaries of Rio
Tinto Ltd.
4 Authorise Buy-Backs of Rio Tinto Ltd. Ordinary For For Mgmt
Shares, Under Off-Market Buy-Back Tender
Schemes, by Rio Tinto Ltd.
5 Amend Articles of Association For For Mgmt
6 Amend DLC Merger Sharing Agreement For For Mgmt
7 Approve Rio Tinto Share Savings Plan for For For Mgmt
Employees in France
8 Elect Richard Goodmanson as Director For For Mgmt
9 Elect Ashton Calvert as Director For For Mgmt
10 Elect Vivienne Cox as Director For For Mgmt
11 Re-elect Paul Skinner as Director For For Mgmt
12 Reappoint PricewaterhouseCoopers LLP as For For Mgmt
Auditors and Authorise the Board to Determine
Their Remuneration
13 Approve Remuneration Report For For Mgmt
14 Accept Financial Statements and Statutory For For Mgmt
Reports
06/29/05 - A Rohm Co. Ltd. J65328122 03/31/05 1,800
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends: Interim JY 42.50, Final JY
42.50, Special JY 0
The payout ratio for the year is
approximately 25 percent.
2 Authorize Share Repurchase Program For For Mgmt
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The limits on the plan (1.3 percent of
issued capital) are within our guidelines,
and this is a routine request.
3 Amend Articles to: Increase Maximum Board Size For For Mgmt
- Authorize Public Announcements in Electronic
Format
The company is proposing to increase the
number of its board members from 3 to 10.
This is a routine change. We have no reason
to oppose this item. - Besides, the company
is seeking the authority to allow it to make
public announcements in an electronic
format, in line with a recent amendment made
to the Commercial Code on February 1, 2005.
These include announcements of financial
results, record dates for corporate actions,
and creditor and shareholder objection
periods for mergers and other transactions.
This is a routine change.
4 Elect Directors For For Mgmt
4.1 Elect Director --- For
Candidates 1 to 8 are all insiders.
4.2 Elect Director --- For
4.3 Elect Director --- For
4.4 Elect Director --- For
4.5 Elect Director --- For
4.6 Elect Director --- For
4.7 Elect Director --- For
4.8 Elect Director --- For
5 Approve Special Payments to Satutory Auditors For Against Mgmt
in Connection with Abolition of Retirement
Bonus System
All of the designated continuing auditors
have been designated by the company as
independent. As we believe the payment of
such bonuses to non-executives is a highly
inappropriate practice anywhere, not just in
Japan, we see no alternative but to
recommend opposing the whole item.
04/20/05 - A Royal Bank Of Scotland Group Plc (The) G76891111 None 7,700
1 Accept Financial Statements and Statutory For For Mgmt
Reports
2 Approve Remuneration Report For For Mgmt
We are supporting this resolution. The main
issue for shareholder consideration will be
the changes to Lawrence Fish's remuneration,
which we believe are justified in the
circumstances. We are, however,
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highlighting a number of issues which,
although they do not lead us to recommend
that shareholders vote against the
remuneration report this year, believe
should be considered and addressed by the
Remuneration Committee before next year's
AGM. We highlight the following: - the
continued limited disclosure of performance
conditions for annual bonus payments; - the
lack of a formal shareholding requirement; -
the EPS performance condition governing the
exercise of share options; and - the
continued participation of the Chairman
within the Executive Share Option Scheme.
3 Approve Final Dividend of 41.2 Pence Per Share For For Mgmt
4 Re-elect Jim Currie as Director For For Mgmt
5 Re-elect Sir Fred Goodwin as Director For For Mgmt
6 Re-elect Sir Steve Robson as Director For For Mgmt
7 Elect Archie Hunter as Director For For Mgmt
8 Elect Charles Koch as Director For For Mgmt
Although he is a non-independent NED, we are
supporting his election in light of the fact
that he does not sit on any Board Committees
which should be reserved for independent
NEDs. In addition, the Board as a whole
includes an appropriate number of
independent NEDs in line with the Combined
Code.
9 Elect Joe MacHale as Director For For Mgmt
10 Reappoint Deloitte & Touche LLP as Auditors of For For Mgmt
the Company
11 Authorise Board to Fix Remuneration of the For For Mgmt
Auditors
12 Approve Increase in Authorised Share Capital; For For Mgmt
Authorise Issue of Equity or Equity-Linked
Securities with Pre-emptive Rights up to
Aggregate Nominal Amount of GBP 264,579,936
We are concerned that the Company has
bundled two separate items within one
resolution. This is not normal practice and
we encourage the Company to put two separate
resolutions to shareholders if it wishes to
increase its authorised share capital in
future years. We are supporting the
resolution this year because neither part of
the resolution is, on its own, contentious
and the section 80 request is within the
recommended limit of the NAPF.
13 Authorise Issue of Equity or Equity-Linked For For Mgmt
Securities without Pre-emptive Rights up to
Aggregate Nominal Amount of GBP 39,686,990
14 Authorise 317,495,924 Shares for For For Mgmt
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Market Purchase
15 Approve 71 M Category II Non-Cumulative US$ For For Mgmt
Pref. Shares; Allot the Newly Created and 179.5
M Unissued Category II Non-Cumulative US$ Pref.
Shares, the 64.75 M Unissued Non-Cumulative
Euro Pref. Shares and 300 M Unissued
Non-Cumulative GBP Pref. Shares
In line with our comments on Resolution 12,
we believe that this item is seeking
shareholder approval for two separate items
and should have been presented as two
separate resolutions. However, we do not
believe that either element of the
resolution is contentious and therefore feel
able to recommend support. We would have
preferred to see an annual rather than a
five-year authority in terms of the second
part of the resolution, but note that the
Company has returned to shareholders this
year after getting authority for a similar
section 80 authority at last year's AGM.
16 Approve Citizens Financial Group, Inc. Long For For Mgmt
Term Incentive Plan
This resolution may attract shareholder
attention because it is key to revised
incentive arrangements for Lawrence Fish
which will offer the director a significant
increase in his potential remuneration. The
new LTIP - and the other changes to his
remuneration - need to be viewed in the
context of him staying with Citizens until
the age of 65 and in light of the
acquisition of Charter One during 2004,
which has considerably enhanced Citizens'
size and scope. In formulating the revised
remuneration policy for Lawrence Fish, the
Remuneration Committee took into account of
remuneration at nine US banks principally
operating in the retail banking market. It
also noted the fact that the phantom awards
Lawrence Fish was granted in 2001 and 2002
vest in 2005 and 2006, respectively. We are
supporting this resolution. Although unusual
by UK standards, the plan is not
inappropriate as an incentive arrangement
for US executives. The proposed award levels
for 2005 and 2006 are well below the maximum
available under the scheme, although
shareholders should consider Lawrence Fish's
future participation within the Medium-Term
Performance Plan and the Executive Share
Option Scheme when forming a view on the
levels of award. The main issue we have
identified concerns the fact that the actual
performance conditions have not been
disclosed in advance. This
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is not unexpected given the nature of the
targets and we are prepared to support the
plan despite the lack of transparency. The
Remuneration Committee has indicated that
there will be retrospective disclosure of
the conditions when awards vest, and we
expect this disclosure to be as detailed as
possible.
06/28/05 - A Royal Dutch Shell PLC (formerly Royal Dutch N76277172 06/21/05 3,440
Petroleum Co.)
1 Receive Annual Report None None Mgmt
2 Approve Financial Statements and Statutory For For Mgmt
Reports
3.A Discuss Reserves and Dividend Policy None None Mgmt
3.B Approve Dividends of EUR 1.79 Per Share For For Mgmt
4.A Approve Discharge of Managing Directors For Against Mgmt
Approving discharge for 2004 at this AGM
will make it more difficult for shareholders
to pursue legal action, e.g., if the outcome
of the class action and other lawsuits would
indicate that the management and supervisory
boards of Royal Dutch could be held
accountable. If it turns out that the latter
is not the case, then discharge in this
respect could, for instance, be granted at
an EGM. As a precautionary measure, a vote
against Items 4.A and 4.B is recommended.
4.B Approve Discharge of Supervisory Board For Against Mgmt
See Item 4.A.
5 Reelect L.R. Ricciardi to Supervisory Board For For Mgmt
L.R. Ricciardi appears to possess the
necessary qualifications for board
membership. We note however, that Ricciardi
has been the head of the group Audit
Committee since 2002. It is not clear to
what extent the group Audit Committee is
responsible and can be held accountable for
the restatements of oil and gas reserves.
Royal Dutch has not publicly addressed this
concern. The nonexecutive board of Shell
Transport and Trading hinted in April 2004
that the nonexecutive board, and presumably
also the supervisory board of Royal Dutch,
was not aware of the problems surrounding
the proved oil reserves. The group Audit
Committee was however involved in the
internal investigations in 2004, and further
restatements followed in 2004
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and in 2005. Notwithstanding this, it can be
argued that it was the responsibility of the
group Audit Committee to have a risk
management and control system in place that
would have either prevented the oil reserve
restatements or that would have ensured that
the problems would have become known at a
much earlier stage. On the other hand, the
group Audit Committee did endeavor to
resolve the causes and consequences of the
proved oil reserve affair. It was, for
instance, the (interim) report of the group
Audit Committee of March 1, 2004, that led
to the resignation of Watts and Van der
Vijver. The questionable voting practice of
the company that causes a vote against
Ricciardi to count as a vote for Scheltema
compels us to recommend a vote for this
item.
6 Authorize Repurchase of Up to Ten Percent of For For Mgmt
Issued Share Capital
Some shareholders object to corporations
repurchasing shares. They prefer to see
extra cash invested in new businesses or
paid out as dividends. We believe that when
timed correctly, corporate stock repurchases
are a legitimate use of corporate funds and
can add to long-term shareholder returns.
For this reason, we recommend a vote in
favor of the board's proposal.
7 Approve Share Cancellation For For Mgmt
8 Discussion on Corporate Governance None None Mgmt
Item 8 is a nonvoting item.
9.A Discussion of Public Exchange Offer Issued by None None Mgmt
Royal Dutch Shell plc for All Ordinary Shares
in Capital of Company (non-voting)
9.B Approve Implementation Agreement For For Mgmt
10 Approve Acquisition and Cancellation of All For Against Mgmt
1,500 Priority Shares and Amend Articles to
Change Board Structure into One-Tier Board
We disapprove in principle of bundling
together proposals that could be presented
as separate voting items because bundled
resolutions leave shareholders with an
all-or-nothing choice, skewing power
disproportionately towards the board and
away from shareholders. As mentioned above,
the timing of the proposed indemnification
clause is awkward, since Royal Dutch and its
board members are involved in several court
cases following the restatements of the oil
and gas reserves. Because of our objections
against the liability clause, a vote against
this item is recommended.
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11.A Elect A.G. Jacobs as Non-Executive Board Member For For Mgmt
11.B Elect Ch. Morin-Postel as Non-Executive Board For For Mgmt
Member
11.C Elect A.A. Loudon as Non-Executive Board Member For For Mgmt
11.D Elect L.R. Ricciardi as Non-Executive Board For For Mgmt
Member
12 Approve Remuneration Policy for Board of For For Mgmt
Directors
As ISS considers the overall structure of
the proposed remuneration policy to be
shareholder friendly, we recommend a vote in
favor of the proposal.
13 Approve Amended Long-Term Incentive Plan For For Mgmt
14 Approve Amended Restricted Share Plan For For Mgmt
15 Approve Amended Deferred Bonus Plan For For Mgmt
12/13/04 - S Sanofi-Aventis (Formerly Sanofi-Synthelabo) F5548N101 None 2,450
Special Business
1 Approve Merger by Absorption of Aventis by For For Mgmt
Sanofi-Aventis; Authorize Issuance of 19.1
Million Shares to Compensate Aventis Minority
Shareholders
2 Approve Accounting Treatment of Absorption For For Mgmt
Given our vote in favor of Item 1, we
recommend that shareholders vote for this
item as well.
3 Assume Obligations of 257,248 Outstanding For For Mgmt
Aventis Warrants; Authorize Issuance of Up to
301,984 Sanofi-Aventis Shares to Satisfy
Conversion of Aventis Warrants
Given our support of the merger, we
recommend that shareholders support these
requests as well.
4 Assume Obligations of 48.08 Million Outstanding For For Mgmt
Aventis Stock Options; Authorize Issuance of
Sanofi-Aventis Shares to Satisfy Conversion of
Aventis Stock Options
5 Set Dec. 31, 2004, as Effective Date of Merger For For Mgmt
and Related Capital Increase to Aventis
Minority Shareholders
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Given our vote in favor of Item 1, we
recommend that shareholders vote for this
item as well.
6 Amend Articles to Reflect Changes in Capital For For Mgmt
7 Approve Capital Increase Reserved for Employees For For Mgmt
Participating in Savings-Related Share Purchase
Plan
8 Authorize Filing of Required Documents/Other For For Mgmt
Formalities
12/23/04 - S Sanofi-Aventis (Formerly Sanofi-Synthelabo) F5548N101 None 2,450
Special Business
1 Approve Merger by Absorption of Aventis by For For Mgmt
Sanofi-Aventis; Authorize Issuance of 19.1
Million Shares to Compensate Aventis Minority
Shareholders
2 Approve Accounting Treatment of Absorption For For Mgmt
3 Assume Obligations of 257,248 Outstanding For For Mgmt
Aventis Warrants; Authorize Issuance of Up to
301,984 Sanofi-Aventis Shares to Satisfy
Conversion of Aventis Warrants
4 Assume Obligations of 48.08 Million Outstanding For For Mgmt
Aventis Stock Options; Authorize Issuance of
Sanofi-Aventis Shares to Satisfy Conversion of
Aventis Stock Options
5 Set Dec. 31, 2004, as Effective Date of Merger For For Mgmt
and Related Capital Increase to Aventis
Minority Shareholders
6 Amend Articles to Reflect Changes in Capital For For Mgmt
7 Approve Capital Increase Reserved for Employees For For Mgmt
Participating in Savings-Related Share Purchase
Plan
8 Authorize Filing of Required Documents/Other For For Mgmt
Formalities
05/31/05 - Sanofi-Aventis (Formerly Sanofi-Synthelabo) F5548N101 None 2,110
A/S
Ordinary Business
1 Approve Financial Statements and Statutory For Mgmt
Reports
2 Accept Consolidated Financial Statements and For Mgmt
Statutory Reports
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3 Approve Allocation of Income and Dividends of For Mgmt
EUR 1.20 per Share
4 Approve Special Auditors' Report Regarding For Mgmt
Related-Party Transactions
5 Ratify PricewaterhouseCoopers Audit as Auditor For Mgmt
6 Ratify Pierre Coll as Alternate Auditor For Mgmt
7 Authorize Repurchase of Up to Ten Percent of For Mgmt
Issued Share Capital
8 Cancel Outstanding Debt Issuance Authority For Mgmt
Special Business
9 Authorize Issuance of Equity or Equity-Linked For Mgmt
Securities with Preemptive Rights up to
Aggregate Nominal Amount of EUR 1.4 Billion;
Authorize Global Limit of EUR 1.6 Billion
10 Authorize Issuance of Equity or Equity-Linked For Mgmt
Securities without Preemptive Rights up to
Aggregate Nominal Amount of EUR 840 Million
11 Authorize Capitalization of Reserves of Up to For Mgmt
EUR 500 Million for Bonus Issue or Increase in
Par Value
12 Authorize Board to Increase Capital in the For Mgmt
Event of Demand Exceeding Amounts Proposed in
Issuance Authorities Above
13 Approve Capital Increase Reserved for Employees For Mgmt
Participating in Savings-Related Share Purchase
Plan
14 Approve Stock Option Plan Grants For Mgmt
15 Authorize Up to 1 Percent of Issued Capital For For Mgmt
Use in Restricted Stock Plan
16 Approve Reduction in Share Capital via For Mgmt
Cancellation of Repurchased Shares
17 Authorize Filing of Required Documents/Other For Mgmt
Formalities
Not voted per client instruction.
05/12/05 - Schneider Electric SA F86921107 None 1,482
A/S (Formerly Schneider SA)
Ordinary Business
1 Approve Financial Statements and Statutory For For Mgmt
Reports
2 Accept Consolidated Financial Statements and For For Mgmt
Statutory Reports
3 Approve Special Auditors' Report For For Mgmt
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Regarding Related-Party Transactions
4 Approve Allocation of Income and Dividends of For For Mgmt
EUR 1.80 per Share
5 Elect Serge Weinberg as Director For For Mgmt
In light of his position as an insider on
the Remuneration Committee, shareholders
should oppose the election of Henri Lachmann
and support the election of all other board
nominees at this meeting.
6 Acknowledge the Resignation of Caisse des For For Mgmt
Depots et Consignations and Appoint Jerome
Gallot as Director
7 Reelect Henri Lachmann as Director For Against Mgmt
See Item 5.
8 Reelect Rene Barbier de La Serre as Director For For Mgmt
9 Approve Remuneration of Directors in the For For Mgmt
Aggregate Amount of EUR 800,000
10 Authorize Repurchase of Up to Ten Percent of For For Mgmt
Issued Share Capital
Special Business
11 Authorize Issuance of Equity or Equity-Linked For For Mgmt
Securities with Preemptive Rights up to
Aggregate Nominal Amount of EUR 500 Million
The potential capital increase (28 percent
over currently issued capital) is deemed
acceptable for issuances with preemptive
rights.
12 Authorize Issuance of Equity or Equity-Linked For For Mgmt
Securities without Preemptive Rights up to
Aggregate Nominal Amount of EUR 300 Million
Shareholders should have preemptive rights
for large stock issues, but companies should
also have the flexibility to transact
ordinary business (to fund compensation
plans, for example) without having to incur
the extra expense of providing preemptive
rights for small issuances. A potential
capital increase of 17 percent of issued
capital per 26 months is deemed acceptable
for general requests to issue capital
without preemptive rights. Furthermore, it
is rare for a French company to request an
issuance without preemptive rights that is
smaller than the one with preemptive rights.
This is a clear improvement over the common
French issuance request.
13 Authorize Capital Increase for Future Exchange For For Mgmt
Offers/Acquisitions
Given the reasonable level of dilution, 17
percent for
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issuances without preemptive rights, we
recommend shareholders vote in favor of this
item.
14 Approve Capital Increase Reserved for Employees For Against Mgmt
Participating in Savings-Related Share Purchase
Plan
Currently, the company's employees control
3.76 percent of issued capital (6.22 percent
of voting rights) in terms of the share
purchase plans. Approval of this plan could
increase employee participation in terms of
voting rights to approximately 11.22
percent. The potential dilution exceeds
recommended guidelines for savings-related
share purchase plans.
15 Authorize Up to Three Percent of Issued Capital For Against Mgmt
for Use in Restricted Stock Plan
No further information was provided by the
company on this plan. When evaluating
restricted stock plans, ISS analyzes the
performance criteria as well as vesting
periods attached to the plan. ISS
understands that certain terms of these
plans are going to be set forward by an
upcoming legal decree, leaving issuers with
little opportunity to provide all details on
these plans at this time. However, in view
of the absence of information regarding the
key terms of the plan, most importantly
performance criteria, a vote against this
proposal is recommended.
16 Authorize Filing of Required Documents/Other For For Mgmt
Formalities
04/27/05 - A Sekisui House Ltd. J70746136 01/31/05 13,000
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends: Interim JY 9, Final JY 9,
Special JY 0
2 Amend Articles to: Authorize Public For For Mgmt
Announcements in Electronic Format
3 Appoint Internal Statutory Auditor For For Mgmt
06/29/05 - A Shin-Etsu Chemical Co. Ltd. J72810120 03/31/05 5,100
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends: Interim JY 10, Final JY
10, Special JY 0
Payout ratio is approximately 22 percent.
2 Amend Articles to: Increase Authorized Capital For Against Mgmt
- Cancel Year-End Closure of
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Shareholder Register - Amend Board Size
The company seeks to increase its authorized
share capital from 1.67 billion to 1.72
billion shares, an increase of three
percent. The company currently has 430.119
million shares outstanding, or about 25.8
percent of the current authorization. After
the proposed increase, the company will have
25 percent of its authorized capital
outstanding. The company has not disclosed
any information about its plans for future
share issuances, and has only used
boilerplate language stating that the
increase in authorized capital is to
"prepare for future expansion in the scale
of operations." However, this increase can
also be used to implement a poison pill or
other takeover defense, which would not
necessarily require shareholder approval.
Because an increase in authorized capital
which would leave the company with only 25
percent of the new authorization on issue
does not meet ISS guidelines for authorized
capital increases, and because the company
already has ample flexibility under the
current authorization ceiling for any
legitimate share issuance needs, we
recommend that shareholders vote against
this resolution. The articles would also be
amended to clarify the board's authority to
set a record date for voting rights at the
AGM different from the fiscal year-end
(March 31 in this case), which is ordinarily
the record date for AGMs in Japan; in
connection with the abolition of the
year-end closure of the shareholder
register. This would effectively allow the
board to confer voting rights on new shares
issued between the fiscal year-end and the
date of the annual meeting. The board would
be required to announce the new record date
in advance. ISS has opposed article
amendments which give the board discretion
to vary the AGM record date, because of our
concern that allowing the board discretion
over the record date could lead to
last-minute share issuances undertaken for
the purpose of diluting the stake of a
would-be acquirer or other unwanted
investor. Ultimately, this could dilute the
ownership and voting power not only of the
suitor, but of all preexisting shareholders.
Like the other companies which have proposed
such amendments this year, Shin-Etsu
Chemical has not provided any real
explanation of the reason for this proposal,
or how it could benefit shareholders.
Because of the lack of transparency
concerning the company's intentions, we
cannot support this amendment either.
Finally, the company seeks to cut the
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maximum number of directors on the board
from 25 to 18. The company has 14 directors
now, but this number is increasing to 16 if
shareholders approve all nominees in Item 3.
Shin-Etsu claims that its goal is to speed
up the decision-making process, but its
actions in increasing board size belie this
rationale. A more likely reason is to
eliminate vacant board seats that could
theoretically be filled by shareholder
nominees.
3 Elect Directors For For Mgmt
3.1 Elect Director --- For
Candidates 1 and 4 to 9 are all insiders.
3.2 Elect Director --- For
Candidate 2 has been designated as an
outside director. He is Frank P. Popoff, the
former chairman of The Dow Chemical Co. Mr.
Popoff also serves as a director of a US
subsidiary of Shin-Etsu Chemical, SHINTECH
INC.
3.3 Elect Director --- For
Candidate 3 has been designated by the
company as an outside director. He is an
adviser of Tokio Marine & Nichido Fire
Insurance Co., which is not among
Shin-Etsu's major shareholders or lenders.
3.4 Elect Director --- For
3.5 Elect Director --- For
3.6 Elect Director --- For
3.7 Elect Director --- For
3.8 Elect Director --- For
3.9 Elect Director --- For
4 Appoint Internal Statutory Auditor For For Mgmt
The nominee for independent auditor, a
professor at Keio Law School and an attorney
at Kashiwagi Sogo Law Offices, passes our
test for independence
5 Approve Adjustment to Aggregate Compensation For For Mgmt
Ceiling for Directors
Ceiling is to be raised from JY 50 million
per month to JY 75 million per month,
because management's responsibilities have
increased and the board size is increasing.
The ceiling was last raised in 1994. The new
ceiling is not excessive, and the company
has been profitable. We see no reason to
oppose this resolution.
6 Approve Retirement Bonuses for Director and For Against Mgmt
Statutory Auditor
The retiring auditor has been designated by
the company as independent. As we believe
the
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payment of such bonuses to non-executives is
a highly inappropriate practice anywhere,
not just in Japan, we see no alternative but
to recommend opposing the whole item.
7 Approve Executive Stock Option Plan For Against Mgmt
This plan features premium pricing (2.5%),
maximum dilution of only 0.2 percent, and
option grants made only to employees and
directors of the company. The company has
two outside directors, who will presumably
participate in the plan. The plan has one
serious flaw, in our view. The exercise
period begins immediately following the
grant date, and runs for five years. Because
the premium is a very modest one even by
Japanese standards, grantees will be able to
cash in on short-term jumps in the stock
price, whether or not they are sustainable.
The plan is not well designed to ensure that
the interests of grantees are aligned with
those of ordinary shareholders over the
medium-to-long term. In order to support
this plan, we would need to see either a
longer vesting period, or an exercise price
set at a higher premium to market price, or
both.
06/29/05 - A Shiseido Co. Ltd. J74358144 03/31/05 800
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends: Interim JY 11, Final JY
13, Special JY 0
Shiseido is dipping into retained earnings
to maintain dividend payments despite
posting a net loss for the year. The company
posted an operating profit, but special
charges related to an early retirement plan
pushed the company into the red for the
year. Retained earnings and reserves are
more than adequate to fund the dividend
without threatening the company's financial
health.
2 Amend Articles to: Limit Directors' and For For Mgmt
Internal Auditor's Legal Liability - Authorize
Public Announcements in Electronic Format
The company is seeking the authority to
allow it to make public announcements in an
electronic format, in line with a recent
amendment made to the Commercial Code on
February 1, 2005. These include
announcements of financial results, record
dates for corporate actions, and creditor
and shareholder objection periods for
mergers and other transactions. This is a
routine change. The next
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amendment would allow the board to impose
limits on the legal liability of directors
and internal auditors in the event of a
shareholder lawsuit. Such limitations were
allowed by an amendment to the Commercial
Code, which took effect in May 2002, and a
number of Japan's largest companies have
proposed such amendments to their articles
since then. The unanimous consent of the
internal auditors was required for the
company to present this proposal at the AGM.
The ceilings on liability would be six
years' worth of total compensation for
directors or executive officers with
representative rights, four years' worth of
compensation for other inside directors and
executive officers, and two years' worth for
outside directors and for internal auditors.
The board of directors would have the right
to impose these limits after a derivative
suit is filed, but, as provided by the new
law, the limitations would not apply in
cases of gross negligence or criminal
behavior, and would only apply if the
individual acted in good faith. The company
will also be able to specify liability
limits in the employment contract of any
outside director. However, if shareholders
representing more than three percent of
issued capital vote to nullify the limits,
the board's decision would have no impact.
Although the board will be allowed to limit
the liability of current directors and
auditors who step down from the board prior
to the decision to impose the limits, the
limitations will not apply to any acts which
occurred prior to the May 1, 2002 enactment
of the Commercial Code revision. The
limitations on director liability are seen
by some companies as a necessary
precondition to appointing outside
directors, in the wake of an enormous
judgment by a Japanese court against
directors of Daiwa Bank in a shareholder
suit in 2000. Because the limitations would
only apply in cases of minor negligence --
where directors have seldom lost in court
anyway -- and because the ceilings are in
line with the typical amounts of settlements
in Japanese shareholder litigation, the
limitations are seen by many observers as
having little practical impact. Shiseido
currently has no non-executive directors on
its board. To the extent this amendment
facilitates the appointment of independent
outsiders in the future, it has the
potential to benefit shareholders. Although
we would prefer to see the company provide
details of its director compensation, so
that shareholders have a concrete sense of
what the liability limits would be,
shareholders will still have the opportunity
to nullify a future decision by the board.
Accordingly,
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we do not oppose this amendment.
3 Elect Directors For For Mgmt
3.1 Elect Director --- For
The nominees are all insiders.
3.2 Elect Director --- For
3.3 Elect Director --- For
3.4 Elect Director --- For
3.5 Elect Director --- For
3.6 Elect Director --- For
3.7 Elect Director --- For
4 Appoint Internal Statutory Auditor For For Mgmt
The nominee, an attorney and former
prosecutor, meets ISS criteria for
independence.
5 Approve Adjustment to Aggregate Compensation For For Mgmt
Ceiling for Statutory Auditors
The monthly ceiling would be raised
from JY 8 million to JY 10 million;
the first increase since 1995. The
increase is exactly in proportion to
the increase in the number of
statutory auditors from 4 to 5.
6 Approve Deep Discount Stock Option Plan For For Mgmt
The company seeks approval for two share
incentive plans for its directors and
executive officers.The maximum number of
shares granted pursuant to the mid-term
plan, a "deep-discount option plan," is
410,000, while the number to be granted
pursuant to the long-term plan is 320,000.
Even combined, these add up to a fraction of
one percent of the company's issued capital.
Under the medium-term plan, the exercise
price will be set at JY 1 per share, and
options may be exercised during a time frame
determined by the directors, between July 1,
2008 and June 30, 2011. Restricted stock
plans of the type seen in other countries
are not allowed in Japan, but a similar
effect is achieved by granting options which
may not be exercised until a triggering
event occurs. Usually, that triggering event
is the grantee's retirement or the passage
of 20 years, but under this plan the
directors and executive officers of the
company will in principle be allowed to
exercise their options three years after the
grant; with no stated requirement that they
hold on to the shares for any length of
time. Ordinarily, we would not be able to
support such a plan. However, Shiseido has
disclosed the performance hurdles which must
be met for the options to be exercised -- a
very rare occurrence in Japan. The
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hurdle is the achievement of at least 90
percent of the company's 8 percent target
for consolidated operating profit margin in
the 2007-08 fiscal year. Because the
achievement of this target is likely to be
reflected in the company's share price, we
recommend that shareholders support this
proposal. Under the long-term plan, the
exercise price will be set at a 5 percent
premium to market price, and the exercise
period will run from July 1, 2007 to June
28, 2015. This is a typical Japanese option
plan, which we have no reason to oppose.
7 Approve Executive Stock Option Plan For Against Mgmt
In Item 7, Shiseido seeks approval for two
more stock option plans, for its employees
below board level; and for directors and
employees of Shiseido group companies. The
first plan is an ordinary option plan, with
maximum total dilution of half a percent of
issued capital. The exercise price is set at
a 5 percent premium to market prices, and
the exercise period runs from July 1, 2007
to June 30, 2010. The second plan is called
a "bonus plan," and would grant only 200,000
shares (a small fraction of one percent of
issued capital), with an exercise price set
at average market price prior to the grant,
and an exercise period that begins on
October 1, 2005. Although we recognize that
dilution from this second plan is trivial,
we do not believe it achieves the goal of
aligning the interests of grantees with
those of ordinary shareholders over the
medium-to-long term, and we do not recommend
that shareholders support this resolution.
03/30/05 - A Skylark Co. Ltd. J75605105 12/31/04 8,900
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends: Interim JY 10, Final
JY 10, Special JY 0
2 Elect Director For For Mgmt
3.1 Appoint Internal Statutory Auditor For For Mgmt
3.2 Appoint Internal Statutory Auditor For For Mgmt
4 Approve Retirement Bonus for Director For For Mgmt
5 Approve Special Payments to Continuing For For Mgmt
Directors and Statutory Auditor in Connection
with Abolition of Retirement Bonus System
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Mgmt Rec - Company Management Recommended Vote Page 82
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12/15/04 - S SNECMA F84479108 None 2,530
Special Meeting Agenda
1 Amend Article 14 of Bylaws Re: Board For Mgmt
Composition-Comply with Article 8-1 of
Law 86-912 of Aug. 6, 1986 Pending
Completion of Sagem's Tender Offer on SNECMA
2 Authorize Filing of Required Documents/Other For Mgmt
Formalities
Not voted per client instruction.
06/29/05 - A SOHGO SECURITY SERVICES CO. LTD. J7607Z104 03/31/05 4,800
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends: Interim JY 0, Final
JY 17, Special JY 0
The payout ratio is approximately 43
percent.
2 Amend Articles to: Expand Business For For Mgmt
Lines - Abolish Retirement Bonus System
The new business lines are related to the
company's existing business activities. We
have no reason to oppose the whole
resolution.
3 Elect Directors For For Mgmt
3.1 Elect Director --- For
Candidates 1 to 6 are all insiders.
3.2 Elect Director --- For
3.3 Elect Director --- For
3.4 Elect Director --- For
3.5 Elect Director --- For
3.6 Elect Director --- For
3.7 Elect Director --- For
Candidate 7 has been designated by the
company as an outside director. ISS
considers the nominee to be independent,
as he is a former president of Bank of
Japan.
4 Appoint Internal Statutory Auditor For For Mgmt
The nominee for independent auditor passes
our test for independence. He is a former
executive of Nippon Life Insurance Co.,
which appears to have a businesss
relationship with the company.
5 Approve Retirement Bonuses for Directors and For Against Mgmt
Special Payments to Continuing Directors and
Statutory Auditors in Connection with Abolition
of
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Retirement Bonus System
One of the continuing directors has been
designated by the company as outside
directors. Moreover, Three of the continuing
auditors have been designated by the company
as independent. As we believe the payment of
such bonuses to non-executives is a highly
inappropriate practice anywhere, not just in
Japan, we see no alternative but to
recommend opposing the whole item.
06/29/05 - A Sumitomo Bakelite Co. Ltd. J77024115 03/31/05 19,900
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends: Interim JY 5, Final JY 5,
Special JY 0
Payout ratio is approximately 53 percent.
2 Elect Director For For Mgmt
The candidate is a insider.
3 Appoint Internal Statutory Auditor For Against Mgmt
Given the realities of Japanese business and
the strong loyalties to companies held by
those with long-standing ties to those
companies and their affiliates, the nominee
for independent auditor -- a life-long
employee of the company's largest
shareholder, Sumitomo Chemical Company,
Limited -- cannot be expected to fulfill the
role of independent monitor of the company's
activities on behalf of all shareholders.
4 Approve Retirement Bonuses for Director and For Against Mgmt
Statutory Auditor
The retiring auditor has been designated by
the company as independent. As we believe
the payment of such bonuses to
non-executives is a highly inappropriate
practice anywhere, not just in Japan, we see
no alternative but to recommend opposing the
whole item.
06/24/05 - A Sumitomo Chemical Co. Ltd. J77153120 03/31/05 22,000
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends: Interim JY 3, Final JY 3,
Special JY 2
The payout ratio is 38 percent of
parent-only earnings, or 20.5 percent of
consolidated earnings.
2 Amend Articles to: Reduce Directors Term in For For Mgmt
Office - Streamline Board Structure
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Sumitomo Chemical seeks to reduce its
directors' term in office from 2 years to 1
year. ISS supports this movement to make the
directors more accountable to shareholders.
However, we note that directors currently in
office (i.e. elected last year) will serve
the full two-year term to which they were
elected, and thereafter will be subject to
annual reelection. The company also seeks to
eliminate the titles of managing director
and senior managing director, in connection
with its adoption of an executive officer
system to separate the management execution
and oversight functions.
3 Elect Directors For For Mgmt
3.1 Elect Director --- For
Candidates 1 and 2 are both lifelong
employees of Sumitomo Chemical, who joined
the company in 1967 and 1969, respectively.
3.2 Elect Director --- For
4 Appoint Internal Statutory Auditor For For Mgmt
The nominee for independent auditor, an
attorney and former public prosecutor, meets
our criteria for independence.
06/29/05 - A SUMITOMO MITSUI FINANCIAL GROUP INC. J7771X109 03/31/05 36
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends on Ordinary Shares:
Interim JY 0, Final JY 3000, Special JY 0
The payout ratio is 8 percent based on
parent-only earnings. SMFG posted a net loss
on a consolidated basis. By law, funds
available for dividends in Japan are based
on parent-company earnings only. There is no
allocation to director or statutory auditor
bonuses this year.
2 Authorize Repurchase of Preferred Shares For For Mgmt
The board is seeking the authority to
repurchase up to a total of 500,000 ordinary
shares (8% of issued ordinary share
capital), as well as 830,000 preferred
shares of three classes, for a maximum total
amount of JY 300 billion ($2.75 billion at
current exchange rates). This authority is
good until next year's AGM and may be used
at the board's discretion. The preferred
shares to be repurchased are currently held
by Japan's Resolution and Collection
Corporation (RCC), and represent a portion
of the
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public funds injected into SMFG's
predecessor banks during the banking crisis
of the late 1990s. Now that their financial
situations have stabilized, SMFG and a
number of its peers are returning all or
part of those funds to the government. The
injection of public funds took two forms:
the purchase of preferred shares and of
subordinated bonds; this resolution is to
repurchase the former, which will have the
effect of lessening the dividend burden on
SMFG. The total dividend payout for 2004-05
on the three classes of shares subject to
the buyback is JY 12.739 billion. We have no
reason to oppose this resolution.
3 Elect Directors For For Mgmt
3.1 Elect Director --- For
Candidates 1 through 5 are insiders. SMFG is
replacing its management team, and Chairman
Akishige Okada and President Yoshifumi
Nishikawa are both retiring from the board
at the conclusion of this meeting, as are
two other incumbent directors. Candidate 1,
Masayuki Oku, will be the new chairman of
SMFG.
3.2 Elect Director --- For
3.3 Elect Director --- For
3.4 Elect Director --- For
3.5 Elect Director --- For
3.6 Elect Director --- For
Candidate 6, Yoshiaki Yamauchi, is a former
accountant at Arthur Andersen and its
Japanese affililate, the former Asahi & Co.
He first joined the board of SMFG
predecessor Sumitomo Bank in 1999.
3.7 Elect Director --- For
Candidate 7, Yoichiro Yamakawa, is an
attorney and has served on the board of SMFG
and its predecessors since 2001.
4.1 Appoint Internal Statutory Auditor For For Mgmt
Candidate 1 is not designated as
independent.
4.2 Appoint Internal Statutory Auditor For Against Mgmt
Given the realities of Japanese business and
the strong loyalties to companies held by
those with long-standing ties to those
companies and their affiliates, the nominee
for independent auditor cannot be expected
to fulfill the role of independent monitor
of the company's activities on behalf of all
shareholders. Candidate 2, Ikuo Uno, is the
chairman of Nippon Life Insurance, which
owns
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preferred shares in SMFG as well as 2.5
percent of its ordinary share capital. Mr.
Uno is replacing Nippon Life's late former
chairman, Josei Ito, as a statutory auditor
of SMFG; suggesting that his appointment is
due precisely to his position with Nippon
Life, rather than due to any individual
qualifications he possesses.
5 Approve Retirement Bonuses for Directors and For Against Mgmt
Statutory Auditors
The retiring directors are all insiders.
However, one of the auditors -- the late
Josei Ito -- was designated as independent.
As we believe the payment of such bonuses to
non-executives is a highly inappropriate
practice anywhere, not just in Japan, we see
no alternative but to recommend opposing the
whole item. We note that Mr. Ito served as a
statutory auditor or director of a great
many companies, all of which are proposing
to pay condolence money to his family this
year; and none of which have disclosed the
amount of the payment.
05/09/05 - A Swiss Reinsurance (Schweizerische H84046137 None 3,070
Rueckversicherungs)
1 Accept Financial Statements and Statutory For For Mgmt
Reports
2 Approve Discharge of Board and Senior For For Mgmt
Management
3 Approve Allocation of Income and Dividends of For For Mgmt
CHF 1.60 per Share
4 Elect Directors For For Mgmt
4.2 Ratify PricewaterhouseCoopers AG as Auditors For For Mgmt
06/29/05 - A Takeda Pharmaceutical Co. Ltd. J8129E108 03/31/05 4,100
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends: Interim JY 44, Final JY
44, Special JY 0
2 Amend Articles to: Increase Authorized Capital For For Mgmt
from 2.4 Billion to 3.5 Billion Shares - Set
Maximum Number of Internal Auditors - Clarify
Board's Authority to Vary AGM Record Date - Set
Maximum Board Size
3 Elect Directors For For Mgmt
4 Appoint Internal Statutory Auditor For For Mgmt
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Mgmt Rec - Company Management Recommended Vote Page 87
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5 Approve Retirement Bonuses for Director and For Against Mgmt
Statutory Auditor
As we believe the payment of such bonuses to
non-executives is a highly inappropriate
practice anywhere, not just in Japan, we see
no alternative but to recommend opposing the
whole item.
06/29/05 - A TakeFuji Corp. J81335101 03/31/05 2,610
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends: Interim JY 50, Final JY
50, Special JY 0
This year's payout ratio is 21 percent.
2 Amend Articles to: Expand Business Lines - For For Mgmt
Reduce Maximum Board Size - Clarify Director
Authorities
Takefuji seeks to reduce the maximum number
of directors from 25 to 13. The company will
have 10 directors assuming all nominees in
Item 3 are approved. The new business
activities include the issuance and sale of
prepaid cards; and the development and sale
of information services over various
communications networks. These are
sufficiently related to existing business
activities that we do not view the amendment
as problematic.
3 Elect Directors For Split Mgmt
3.1 Elect Director --- For
3.2 Elect Director --- Against
Candidate 2 is representative director and
senior managing executive officer Taketeru
Takei, son of disgraced founder Yasuo Takei,
who resigned as chairman in 2003. The
scandal which engulfed the company and
forced the senior Takei's resignation is
generally considered to be the result of the
excessive degree of influence of the founder
and his family over Takefuji. We believe
that the best way for the company to make a
clean break from its past, restore the
confidence of customers, and demonstrate
that its corporate governance reforms are
real rather than cosmetic, is for all family
members to leave the board. Accordingly, we
recommend that shareholders oppose the
reelection of Mr. Takei.
3.3 Elect Director --- For
3.4 Elect Director --- For
3.5 Elect Director --- For
3.6 Elect Director --- For
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Candidates 6 and 7 are outside directors.
Candidate 6 is Akiyuki Nagase, the founder
and president of Nagase Brothers Inc., a
cram school operator listed on the JASDAQ
stock market. He joined the board of
Takefuji in 2004.
3.7 Elect Director --- For
Candidate 7 is Arata Sawa, an attorney and
former public prosecutor, who was also first
appointed to the board in 2004. Takefuji
disclosed at that time that it had an
agreement with Mr. Sawa for the provision of
legal advice. While we strongly believe that
the company needs to have independent
directors who are better positioned to
protect the interests of ordinary
shareholders, we see no point in opposing
the nomination of Mr. Sawa, as this would
only increase the relative influence of the
insiders on the board. The company has not
disclosed the existence of a relationship
with Mr. Sawa this year, which should mean
that he no longer provides legal services to
Takefuji.
3.8 Elect Director --- For
3.9 Elect Director --- For
3.10 Elect Director --- For
4.1 Appoint Internal Statutory Auditor For For Mgmt
Candidate 1, Takeshi Kasai, is a full-time
statutory auditor and is not designated as
independent, but he joined Takefuji in that
role in 2004, and is not a former employee
or director.
4.2 Appoint Internal Statutory Auditor For For Mgmt
Candidate 2, Yoshihiro Ogura, is an attorney
who has served as a statutory auditor since
1996.
06/29/05 - A TDK Corp. J82141136 03/31/05 950
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends: Interim JY 30, Final JY
40, Special JY 0
Payout ratio is approximately 24 percent.
2 Approve Deep Discount Stock Option Plan For For Mgmt
TDK seeks approval for a deep-discount
option plan for its directors and executive
officers. The maximum number of shares
granted pursuant to the plan is 41,000, or a
small fraction of one percent of the
company's issued capital. The exercise price
will be set at JY 1 per share. Options may
be exercised
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during a time frame determined by the
directors, between July 1, 2005 and June 30,
2025. However, options may only be exercised
after the recipient steps down from his or
her position as director or executive
officer. Restricted stock plans of the type
seen in other countries are not allowed in
Japan, but a similar effect is achieved by
granting options which may not be exercised
until a triggering event occurs. Because the
modest size of this plan is not a concern
for shareholders, and because this plan will
contribute to a greater consciousness of the
company's share price, we recommend that
shareholders approve this resolution.
3 Approve Executive Stock Option Plan For Against Mgmt
The company proposes to grant options over
119,000 shares, 0.1 percent of issued
capital, to "key employees" of the company,
and directors and "key employees" of
undefined "associated companies". Without
more information on the nature of the
relationship between TDK and these
"associated companies", we cannot support
this option plan. The exercise price is set
at a premium to average closing prices and
total dilution falls within ISS guidelines,
but because the grant of stock options to
non-employees is unlikely to benefit
shareholders, we recommend that shareholders
oppose this option plan.
4 Authorize Share Repurchase Program For For Mgmt
The limits on the plan (1.2 percent of
issued capital) are within our guidelines,
and this is a routine request. TDK plans to
use the repurchased shares for the stock
option plans proposed in Items 2 and 3.
5 Elect Directors For For Mgmt
5.1 Elect Director --- For
5.2 Elect Director --- For
5.3 Elect Director --- For
5.4 Elect Director --- For
5.5 Elect Director --- For
Candidate 5, Yasuhiro Hagihara, has been
designated by the company as an outside
director. Mr. Hagihara is a partner of the
law firm of Squire, Sanders and has been
serving as a director of TDK since 2002. ISS
considers him to be independent.
5.6 Elect Director --- For
5.7 Elect Director --- For
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01/14/05 - A The Boc Group Plc G12068113 None 5,800
1 Accept Financial Statements and Statutory For For Mgmt
Reports
2 Approve Dividend Policy For For Mgmt
3 Elect Guy Dawson as Director For For Mgmt
4 Elect Anne Quinn as Director For For Mgmt
5 Elect Iain Napier as Director For None Mgmt
This resolution will not be put to
shareholders at the Company's Annual General
Meeting as Iain Napier has resigned from the
Board (see 'Company Overview' section).
6 Re-elect Tony Issac as Director For For Mgmt
7 Re-elect Rob Margetts as Director For For Mgmt
8 Reelect Raj Rajagopal as Director For For Mgmt
9 Reappoint PricewaterhouseCoopers LLP as For For Mgmt
Auditors of the Company
10 Authorise Board to Fix Remuneration of the
Auditors For For Mgmt
11 Approve Remuneration Report For For Mgmt
12 Approve The BOC Group UK Savings-Related Share For For Mgmt
Option Scheme 2005
13 Approve The BOC Group Share Matching Plan For For Mgmt
14 Amend The BOC Group Long-Term Incentive Plan For For Mgmt
15 Authorise Issuance of Equity or Equity-Linked For For Mgmt
Securities with Pre-emptive Rights up to
Aggregate Nominal Amount of GBP 18,580,720
16 Authorise Issuance of Equity or Equity-Linked For For Mgmt
Securities without Pre-emptive Rights up to
Aggregate Nominal Amount of GBP 6,235,319.25
17 Authorise 49,882,554 Shares for Market Purchase For For Mgmt
05/17/05 - Total SA (Formerly Total Fina Elf S.A) F92124100 None 1,438
A/S Ordinary Business
1 Approve Financial Statements and Statutory For For Mgmt
Reports
2 Accept Consolidated Financial Statements and For For Mgmt
Statutory Reports
3 Approve Allocation of Income and Dividends of For For Mgmt
EUR 5.40 per Share of which EUR 3.00 Remains to
be Distributed
4 Approve Special Auditors' Report Regarding For Against Mgmt
Related-Party Transactions
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Because the company did not provide an
annual report in a timely manner, it is not
possible to review the transactions
described in the auditors' report.
Therefore, a vote against this resolution is
recommended.
5 Authorize Repurchase of Up to 24.4 Million For For Mgmt
Shares
6 Reelect Paul Desmarais Jr as Director For For Mgmt
7 Reelect Bertrand Jacquillat as Director For For Mgmt
8 Reelect Maurice Lippens as Director For For Mgmt
9 Elect Lord Levene of Portsoken KBE as Director For For Mgmt
Special Business
10 Authorize Issuance of Equity or Equity-Linked For For Mgmt
Securities with Preemptive Rights up to
Aggregate Nominal Amount of EUR 4 Billion
The potential capital increase, 63 percent
over currently issued capital, is deemed
acceptable for issuances with preemptive
rights.
11 Authorize Issuance of Equity or Equity-Linked For For Mgmt
Securities without Preemptive Rights up to
Aggregate Nominal Amount of EUR 1.8 Billion
The potential increase of 28 percent of
issued capital without preemptive rights is
deemed acceptable for general requests to
issue capital over a period of 26 months.
Furthermore, it is rare for a French company
to request an issuance without preemptive
rights that is smaller than the one with
preemptive rights. This is an improvement
over the common French issuance request.
12 Approve Capital Increase Reserved for Employees For For Mgmt
Participating in Savings-Related Share Purchase
Plan
13 Authorize Up to One Percent of Issued Capital For Against Mgmt
for Use in Restricted Stock Plan
In view of the absence of information
regarding the key terms of the plan, most
importantly performance criteria, a vote
against this proposal is recommended.
Shareholder Proposals
A Shareholder Proposal: Authorize Up to One Against Against ShrHoldr
Percent of Issued Capital for Use in Restricted
Stock Plan
Analysis: ISS does not support the
restricted stock plan submitted to
shareholder vote in Item 13. The
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 92
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
authority to grant restricted stock is
submitted to shareholder vote pursuant to
Dec. 31, 2004, changes to French law. The
final key terms of this plan will be set
forward by a legal decree implementing these
types of plans, and the authority in itself
may only be used once the decree becomes
effective. While a minimum vesting schedule
and holding period of two years applies to
this plan, no information is available on
potential performance criteria. When
evaluating restricted stock plans, ISS
analyzes the performance criteria as well as
the vesting periods attached to the plan. We
also do not support shareholder proposals
that seek to micromanage the company. We
believe that setting the terms of this
restricted plan is best left to the board of
directors and more specifically the
Remuneration Committee, which is the most
qualified body to make such a decision. In
addition, in Total's case, a representative
of employee shareholders, Daniel Boeuf, sits
on the company's board. We believe that this
should have provided the company's employee
shareholders with the opportunity to address
this issue directly. For these reasons, and
given that the shareholder proposal fails to
address the underlying problem of the plan
with respect to the missing performance
criteria, we recommend that shareholders
vote with management and oppose this
request.
06/24/05 - A Toyoda Gosei Co. Ltd. J91128108 03/31/05 6,100
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends:
Interim JY 9, Final JY 9, Special JY 0
Payout ratio is approximately 31 percent.
2 Authorize Share Repurchase Program For For Mgmt
The limits on the plan (0.4 percent of
issued capital) are within our guidelines,
and this is a routine request.
3 Amend Articles to: Authorize Public For For Mgmt
Announcements in Electronic Format -
Expand Board Eligibility
The company seeks to expand board
eligibility by introducing the position of
vice chairman. (The post of "chairman" is
not exactly equivalent to the chairman of
the board at a U.S. company. It is usually
held by a former president who has not
completely retired from the company.) The
company is also seeking the authority to
allow it to make public announcements in an
electronic format,
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 93
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
in line with a recent amendment made to the
Commercial Code on February 1, 2005. These
include announcements of financial results,
record dates for corporate actions, and
creditor and shareholder objection periods
for mergers and other transactions. This is
a routine change.
4 Elect Directors For For Mgmt
4.1 Elect Director --- For
Candidates 1 to 4 are all insiders.
4.2 Elect Director --- For
4.3 Elect Director --- For
4.4 Elect Director --- For
5 Appoint Internal Statutory Auditor For Against Mgmt
Given the realities of Japanese business and
the strong loyalties to companies held by
those with long-standing ties to those
companies and their affiliates, the nominee
for independent auditor -- a senior managing
director of largest shareholder Toyota Motor
-- cannot be expected to fulfill the role of
independent monitor of the company's
activities on behalf of all shareholders.
6 Approve Adjustment to Aggregate Compensation For For Mgmt
Ceiling for Directors
The ceiling would be raised from JY 40
million per month to JY 50 million per
month. The ceiling was last adjusted in
2003. The number of directors will remain
unchanged at 23. Because the new ceiling is
not excessive, and because the company has
been profitable, we have no reason to oppose
this resolution.
7 Approve Executive Stock Option Plan For For Mgmt
This plan features premium pricing (five
percent), maximum dilution of only 0.3
percent, and option grants made only to
employees and directors of the company and
directors of its subsidiaries. We have no
reason to oppose this resolution.
8 Approve Retirement Bonuses for For Against Mgmt
Directors and Statutory Auditor
The retiring auditor has been designated by
the company as independent. As we believe
the payment of such bonuses to
non-executives is a highly inappropriate
practice anywhere, not just in Japan, we see
no alternative but to recommend opposing the
whole item.
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 94
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
06/23/05 - A Toyota Motor Corp. J92676113 03/31/05 3,900
Management Proposals
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends: Interim JY 25, Final JY
40, Special JY 0
2 Elect Directors For For Mgmt
3 Appoint Internal Statutory Auditor For Against Mgmt
Given the realities of Japanese business and
the strong loyalties to companies held by
those with long-standing ties to those
companies and their affiliates, the nominee
for independent auditor cannot be expected
to fulfill the role of independent monitor
of the company's activities on behalf of all
shareholders.
4 Approve Executive Stock Option Plan For For Mgmt
5 Authorize Share Repurchase Program For For Mgmt
The limits on the plan are within our
guidelines, and this is a routine request.
6 Approve Retirement Bonuses for Directors For For Mgmt
In this case, the candidates have held
executive positions with the company for the
required time period. Toyota has never had
any outside directors.
Shareholder Proposals
7 Amend Articles of Incorporation to Require Against For ShrHoldr
Disclosure of Individual Compensation Levels of
Directors and Statutory Auditors
Because we believe the proposed amendment
will improve the flow of useful, relevant
information to shareholders, and should
enhance the company's overall reputation for
transparency, we recommend support for this
resolution.
8 Amend Articles of Incorporation to Require Against Against ShrHoldr
Reporting of Contributions to Political Parties
and Political Fundraising Organizations
Because we view the language of the proposed
article amendment as unnecessary in light of
the requirements of Japanese law, we
recommend that shareholders oppose this
resolution.
04/21/05 - A UBS AG H8920M855 None 2,500
1 Accept Financial Statements and Statutory For For Mgmt
Reports
2 Approve Allocation of Income and For For Mgmt
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Mgmt Rec - Company Management Recommended Vote Page 95
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
Dividends of CHF 3.00 per Share
3 Approve Discharge of Board and Senior For For Mgmt
Management
4 Elect Directors For For Mgmt
4.3 Ratify Ernst & Young Ltd. as Auditors For For Mgmt
5.1 Approve CHF 31.9 Million Reduction in Share For For Mgmt
Capital via Cancellation of Repurchased Shares
Because shareholders approved the share
repurchase at the 2004 AGM, they should vote
for the proposed cancellation of shares as
well.
5.2 Authorize Repurchase of Issued Share Capital For For Mgmt
Because corporate stock repurchases can add
to long-term shareholder returns,
shareholders should vote in favor of the
board's proposal.
04/30/05 - Unicredito Italiano SpA (Form .Credito Italiano) T95132105 04/22/05 45,280
A/S Ordinary Business
1 Accept Financial Statements, Consolidated For For Mgmt
Accounts, and Statutory Reports
2 Approve Allocation of Income For For Mgmt
3 Fix Number of Directors on the Board; Elect For Against Mgmt
Directors for a Three-Year Term 2005-2007
Considering Unicredito's lack of disclosure
with respect to board nominees--particularly
noteworthy in light of the company's
relatively large size within the Italian
market, the presentation of a slate of
candidates under one bundled resolution, and
the fact that the voto di lista system has
not been adopted, shareholders are advised
to vote against this resolution.
4 Approve Directors' and Executive Commitee For For Mgmt
Members' Annual Remuneration
5 Approve Adherence of the Company to the For Against Mgmt
European Economic Interest Grouping (EEIG)
named 'Global Development' (or 'Sviluppo
Globale')
Because of a lack of information regarding
the scope of the agreement, the other
parties of the group, and the underlying
purpose for the interest grouping,
shareholders are advised to vote against
this resolution.
6 Approve Company's Adoption of Costs For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 96
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
Relative to the Remuneration of the Saving
Shareholders' Representative
Special Business
1 Approve Acquisition of Banca dell'Umbria 1462 For For Mgmt
Spa and of Cassa di Risparmio Carpi Spa; Amend
Bylaws Accordingly
05/11/05 - A Unilever Plc G92087124 None 24,400
1 Accept Financial Statements and Statutory For For Mgmt
Reports
2 Approve Remuneration Report For Abstain Mgmt
The main remuneration issue we are raising
relates to the termination payment of GBP
1,22,750 ($2,302,530) awarded to Niall
FitzGerald. When Niall FitzGerald's
departure announcement was announced, it had
been described as 'retirement' and so no
reference was made as to whether he would be
awarded compensation upon termination.
Later, there was speculation that he was
'asked to leave' by the Board, which
prompted consideration of a possible
compensation payment. Upon contact, the
Company explained that Niall FitzGerald's
departure was a negotiated departure ahead
of his normal retirement and was
contemplated for some time and finalised in
2004. Although we recognise that the lump
sum termination payment was within his 12
months' contractual entitlement, the lack of
transparency surrounding this arrangement
has consequently consequently led us to
recommend that shareholders abstain on the
approval of remuneration report.
3 Approve Final Dividend of 12.82 Pence Per For For Mgmt
Ordinary Share
4 Re-elect Patrick Cescau as Director For For Mgmt
5 Re-elect Kees Van Der Graaf as Director For For Mgmt
6 Re-elect Rudy Markham as Director For For Mgmt
7 Elect Ralph Kugler as Director For For Mgmt
8 Elect Anthony Burgmans as Director For For Mgmt
9 Re-elect Lord Brittan as Director For For Mgmt
10 Re-elect Baroness Chalker as Director For For Mgmt
11 Re-elect Bertrand Collomb as Director For For Mgmt
12 Re-elect Wim Dik as Director For For Mgmt
13 Re-elect Oscar Fanjul as Director For For Mgmt
14 Re-elect Hilmar Kopper as Director For For Mgmt
15 Re-elect Lord Simon as Director For For Mgmt
16 Re-elect Jeroen Van Der Veer as Director For For Mgmt
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 97
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
17 Reappoint PricewaterhouseCoopers LLP as For For Mgmt
Auditors of the Company
18 Authorise Board to Fix Remuneration of the For For Mgmt
Auditors
19 Authorise Issue of Equity or Equity-Linked For For Mgmt
Securities with Pre-emptive Rights up to
Aggregate Nominal Amount of GBP 13,450,000
20 Authorise Issue of Equity or Equity-Linked For For Mgmt
Securities without Pre-emptive Rights up to
Aggregate Nominal Amount of GBP 2,000,000
21 Authorise 290,000,000 Ordinary Shares for For For Mgmt
Market Purchase
22 Amend Articles of Association Re: Delegation to For For Mgmt
Chief Executive
23 Amend Articles of Association Re: For For Mgmt
Indemnification of Directors
24 Approve Unilever Global Performance Share Plan For For Mgmt
2005
We are prepared to support this plan and
note that it replaces the share option
arrangements, about which we have some
concerns. The performance conditions are
unusual for a long-term incentive scheme but
we believe that it is appropriate for
Unilever executives to be incentivised to
generate sales growth and free cash flow.
Both of the targets would have to be met in
order for any shares to vest. The annual
reports show that underlying sales growth
was 0.4% in 2004, 1.5% in 2003, 4.2% in
2002, 4% in 2001, and 1.5% in 2000. Free
cash flow was a? 4.856 billion ($6.29
billion) in 2004, a? 3.939 billion ($5.10
billion) in 2003, a? 4.21 billion ($5.46
billion) in 2002, and a? 4.075 billion
($5.28 billion) in 2001. In light of the
Company's financial performance over recent
years, we believe the performance criteria
for the share grant in 2005 are sufficient.
We note that the Remuneration Committee has
the discretion to vary the targets for
awards in future years, and we will monitor
future performance conditions closely. Other
elements of this plan are in line with
market practice, although we would probably
prefer a stronger commitment to pro rating
in the event of a change of control.
25 Approve Unilever PLC 2005 ShareSave Plan For For Mgmt
04/27/05 - A United Overseas Bank V96194127 None 18,000
1 Adopt Financial Statements and Directors' and For For Mgmt
Auditors' Reports for the
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Mgmt Rec - Company Management Recommended Vote Page 98
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
Year Ended December 31, 2004
2 Declare Final Dividend of SGD 0.40 Per Share For For Mgmt
3 Approve Directors' Fees SGD 600,000 for 2004 For For Mgmt
(2003: SGD 618,750)
4 Reappoint Ernst & Young as Auditors and For For Mgmt
Authorize Board to Fix Their Remuneration
5 Reelect Wong Meng Meng as Director For For Mgmt
On the other hand, The presence of insiders
on key board committees may compromise the
independence of such committees, potentially
leading to conflicts of interest. Given that
Wee Cho Yaw is a member of the company's
Nomination and Remuneration committees, it
is recommended that shareholders vote
against his reelection.
6 Reelect Tan Kok Quan as Director For For Mgmt
7 Reelect Ngiam Tong Dow as Director For For Mgmt
8 Reelect Wee Cho Yaw as Director For Against Mgmt
See Item 5.
9 Approve Issuance of Shares and Grant of Options For Against Mgmt
Pursuant to the UOB 1999 Share Option Scheme
In this case, the percentage of shares
available under the company's share option
scheme is 15 percent of the issued capital,
which is considered an unacceptable level of
dilution. This scheme cannot be considered
sufficiently well structured to justify a
potential dilution level of 15 percent.
10 Approve Issuance of Shares without Preemptive For For Mgmt
Rights
04/27/05 - S United Overseas Bank V96194127 None 18,000
1 Authorize Share Repurchase Program For For Mgmt
06/24/05 - S United Overseas Bank V96194127 None 18,000
1 Approve Distribution of Between a Minimum of For For Mgmt
153.7 Million and a Maximum of 153.8 Million
Ordinary Shares in the Capital of United
Overseas Land Ltd. Held by United Overseas Bank
Ltd. by Way of a Dividend in Specie
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 99
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
05/03/05 - Valeo *VALEO* F96221126 None 4,270
A/S
Ordinary Business
1 Approve Financial Statements and Statutory For Mgmt
Reports
2 Accept Consolidated Financial Statements and For Mgmt
Statutory Reports
3 Approve Special Auditors' Report Regarding For Mgmt
Related-Party Transactions
4 Approve Allocation of Income and Dividends For Mgmt
5 Approve Accounting Transfer from Special For Mgmt
Long-Term Capital Gains Account to Other
Reserve
6 Authorize Repurchase of Up to Ten Percent of For Mgmt
Issued Share Capital
7 Reelect Pierre-Alain De Smedt to Replace Noel For Mgmt
Goutard as Director
Special Business
8 Authorize Issuance of Equity or Equity-Linked For Mgmt
Securities with Preemptive Rights up to
Aggregate Nominal Amount of EUR 76.22 Million
9 Authorize Issuance of Equity or Equity-Linked For Mgmt
Securities without Preemptive Rights up to
Aggregate Nominal Amount of EUR 76.22 Million
10 Authorize Capital Increase of Up to Ten Percent For Mgmt
of Issued Capital for Future Exchange Offers
11 Authorize Capitalization of Reserves of Up to For Mgmt
EUR 76.22 Million for Bonus Issue or Increase
in Par Value
12 Authorize Board to Increase Capital in the For Mgmt
Event of Demand Exceeding Amounts Proposed in
Issuance Authority Above
13 Approve Capital Increase Reserved for Employees For Mgmt
Participating in Savings-Related Share Purchase
Plan
14 Approve Stock Option Plan Grants For Mgmt
15 Authorize up to Ten Percent of Issued Capital For Mgmt
for Use in Restricted Stock Plan
16 Approve Reduction in Share Capital via For Mgmt
Cancellation of Repurchased Shares
17 Approve Reduction in Share Capital via For Mgmt
Cancellation of Treasury Shares
18 Amend Articles RE: Transfer of Shares Pursuant For Mgmt
to Changes in French Financial Legislation
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 100
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
19 Authorize Filing of Required Documents/Other For Mgmt
Formalities
Not voted per client instruction.
04/21/05 - A Volkswagen AG (VW) D94523145 None 4,300
1 Receive Financial Statements and Statutory None None Mgmt
Reports
2 Approve Allocation of Income and Dividends of For For Mgmt
EUR 1.05 per Common Share and EUR 1.11 per
Preference Share
3 Approve Discharge of Management Board for For For Mgmt
Fiscal Year 2004
4 Approve Discharge of Supervisory Board for For For Mgmt
Fiscal Year 2004
5 Amend Articles Re: Designate Electronic For For Mgmt
Publications for Meeting Announcements and
Invitation to Shareholder Meetings; Use of
Electronic Means at Supervisory Board Meetings;
Use of Paper Deeds
6 Amend Articles Re: Calling of and Registration For For Mgmt
for Shareholder Meetings; Time Designation at
Shareholder Meetings
7 Authorize Share Repurchase Program and For For Mgmt
Reissuance of Repurchased Shares
8 Ratify PwC Deutsche Revision AG as Auditors for For For Mgmt
Fiscal Year 2005
04/14/05 - A Wolters Kluwer Nv N9643A114 04/07/05 9,970
1 Open Meeting None None Mgmt
2a Receive Report of Management Board None None Mgmt
2b Receive Report of Supervisory Board None None Mgmt
2c Receive Explanation of Company's Reserves and None None Mgmt
Dividend Policy
2d Approve Financial Statements and Statutory For For Mgmt
Reports
2e Approve Dividend of EUR 0.55 Per Ordinary Share For For Mgmt
3a Approve Discharge of Management Board For For Mgmt
3b Approve Discharge of Supervisory Board For For Mgmt
4 Discussion on Company's Corporate Governance None None Mgmt
Report
5 Amend Articles to Reflect Amendments to Book 2 For For Mgmt
of Dutch Civil Code on Two-
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 101
Vote Summary Report
Jul 01, 2004 - Jun 30, 2005
INTERNATIONAL EQUITY FUND
Mtg Company/ Mgmt Vote Record Shares
Date/Type Ballot Issues Security Rec Cast Date Prpnent Voted
- -----------------------------------------------------------------------------------------------------------------------------
tiered Company Regime
6a Reelect A.J. Frost to Supervisory Board For For Mgmt
6b Reelect P.N. Wakkie to Supervisory Board For For Mgmt
7 Approve Remuneration of Supervisory Board For For Mgmt
8a Grant Board Authority to Issue Authorized Yet For For Mgmt
Unissued Shares Up To 10% of Issued Capital To
Be Increased By 10% In Case of Merger or
Acquisition
8b Authorize Board to Exclude Preemptive Rights For For Mgmt
from Issuance Under Item 8a
9 Authorize Repurchase of Up to Ten Percent of For For Mgmt
Issued Share Capital
Some shareholders object to corporations
repurchasing shares. They prefer to see
extra cash invested in new businesses or
paid out as dividends. We believe that when
timed correctly, corporate stock repurchases
are a legitimate use of corporate funds and
can add to long-term shareholder returns.
For this reason, we recommend a vote in
favor of the board's proposal.
10 Ratify KPMG as Auditors For For Mgmt
11 Other Business (Non-Voting) None None Mgmt
12 Close Meeting None None Mgmt
03/29/05 - A Yamaha Motor Co. Ltd. J95776126 12/31/04 11,200
1 Approve Allocation of Income, Including the For For Mgmt
Following Dividends: Interim JY 0, Final JY 14,
Special JY 0
2 Amend Articles to: Reduce Directors' Term in For For Mgmt
Office
3 Elect Directors For For Mgmt
4 Appoint Internal Statutory Auditor For For Mgmt
5 Approve Retirement Bonuses for Directors and For For Mgmt
Statutory Auditor
6 Approve Adjustment to Aggregate Compensation For For Mgmt
Ceilings for Directors and Statutory Auditors
- --------------------------------------------------------------------------------
Mgmt Rec - Company Management Recommended Vote Page 102
Vote Summary
July 1, 2004 To June 30, 2005
- --------------------------------------------------------------------------------
ADVANCED INFO SERVICE PUBLIC CO LTD
- --------------------------------------------------------------------------------
Security Y0014U183 Meeting Type Annual General Meeting
Ticker Meeting Date 30-Mar-05
ISIN TH0268010Z11 Agenda 700645736 - Management
City BANGKOK Holdings Recon Date 10-Mar-05
Country THAILAND Vote Deadline Date 22-Mar-05
SEDOL(s) 6412591, B05MWX7
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Approve the matters to be inform Mgmt For *
2. Approve to certify the minutes of the AGM of 2004 held on 23 Mgmt For *
APR 2004
3. Approve to certify the results of operation for the year 2004 Mgmt For *
4. Approve the balance sheet, statement of income and statement Mgmt For *
of cash flow for the year 2004 ended 31 DEC 2004
5. Appoint the Company's Auditors and approve to determine the Mgmt For *
Auditors' remuneration for the YE 2005
6. Approve the dividend payment to the shareholders for the FY Mgmt For *
2004
Report Date: 12-Aug-05 Page 1 of 151
7. Appoint the Directors and approve to determine the Directors' Mgmt For *
remuneration for 2005
8. Approve the issuance and offering of warrants of 9,794,800 units Mgmt For *
to purchase the Company's ordinary shares to Directors and employees
of the Company (ESOP Grant IV)
9. Approve the allocation of 9,794,800 new ordinary shares at par Mgmt For *
value of THB 1 each in order to reserve for the exercise of warrants
under the ESOP Grant IV
10. Approve the allocation of warrants to Directors and employees Mgmt For *
who are eligible for the warrants exceeding 5% of the ESOP Grant IV
11. Approve the allotment of 620,000 additional ordinary shares, at par Mgmt For *
value of THB 1 each, reserved for exercising the right in
pursuance with the ESOP Grant 1, 2 and 3 due to the entering
into terms and conditions of the prospectus
12. Other matters Other Abstain *
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 76000 0
Report Date: 12-Aug-05 Page 2 of 151
- --------------------------------------------------------------------------------
ALPHA BANK SA
- --------------------------------------------------------------------------------
Security X1687N119 Meeting Type ExtraOrdinary General Meeting
Ticker Meeting Date 29-Mar-05
ISIN GRS015013006 Agenda 700638921 - Management
City ATHENS Holdings Recon Date 22-Mar-05
Country GREECE Blocking Vote Deadline Date 16-Mar-05
SEDOL(s) 4235864, 5437517, B06G6X6
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Approval of the draft contract and deed for the merger of "Alpha Mgmt For *
Bank A.E" and "Delta Singular S.A." by absorption of the latter
by the former, approval of the Merger Balance Sheet of "Alpha Bank
A.E.", the relevant certificates of the Auditors, the Report of the
Board of Directors, according to Article 69, paragraph 4 of Law
2190/1920 and granting of authorization for the signing of the
notarial deed and the performance of any other act or statement
required to this purpose
2. Increase of the Share Capital of "Alpha Bank A.E." by the Mgmt For *
amount of the share capital contributed by "Delta Singular S.A.",
resulting from its absorption. Decrease of the Share Capital of
"Alpha Bank A.E.", by the amount which corresponds to the par
value of the shares of the Absorbed Company owned by the
Absorbing Company. Increase of the Share Capital of "Alpha
Bank A.E." by the capitalization of reserves for the rounding off
of the nominal value of each share of "Alpha Bank A.E." to EUR
5,35. Issue and distribution of shares. Amendment of Article 5 of
the Articles of Incorporation and granting of an irrevocable order
to the Board of Directors for the settlement of any fractional
rights
3. Approval of all deeds, actions and statements, until today, of the Mgmt For *
Board of Directors of "Alpha Bank A.E." and of its
representatives and proxies relative to the aforementioned
merger
PLEASE NOTE THAT THE MEETING HELD ON 01 MAR 2005 HAS BEEN POSTPONED Non-Voting
DUE TO LACK OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD
ON 15 MAR 2005 AT 10:00 AM. PLEASE ALSO NOTE THE NEW CUTOFF DATE IS
03 MAR 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
Report Date: 12-Aug-05 Page 3 of 151
PLEASE NOTE THAT THE MEETING HELD ON 15 MAR 2005 HAS BEEN POSTPONED Non-Voting
DUE TO LACK OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD
ON 29 MAR 2005. PLEASE ALSO NOTE THE NEW CUTOFF DATE 17 MAR 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.
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 941 0 18-Mar-05 18-Mar-05
Report Date: 12-Aug-05 Page 4 of 151
- --------------------------------------------------------------------------------
ALPHA BANK SA
- --------------------------------------------------------------------------------
Security X1687N119 Meeting Type Annual General Meeting
Ticker Meeting Date 19-Apr-05
ISIN GRS015013006 Agenda 700665132 - Management
City ATHENS Holdings Recon Date 15-Apr-05
Country GREECE Blocking Vote Deadline Date 06-Apr-05
SEDOL(s) 4235864, 5437517, B06G6X6
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Submission and approval of the Balance Sheet as of 31.12.2004 Mgmt For *
and the annual financial statements together with the relevant
reports of the Board of Directors and the Auditors
2. Discharge of Board of Directors and the Auditors from any Mgmt For *
liability for the financial year 2004
3. Election of Auditors, regular and alternate, for the financial Mgmt For *
year 2005 and approval of their remuneration
4. Ratification of the election of a new member of the Board of Mgmt For *
Directors following the resignation of a member
5. Election of a new Board of Directors due to expiration of its Mgmt For *
term and appointment of independent members
6. Approval of Board of Directors' fees Mgmt For *
7. Approval of a share repurchase scheme according to paragraph Mgmt For *
5, article 16 of Codified Law 2190/1920
Report Date: 12-Aug-05 Page 5 of 151
8. Issue of new bonus shares following the decrease of the par Mgmt For *
value of the outstanding shares of the Bank and capitalization
of reserves. Adaptation of article 5 of the Bank's Articles of
Incorporation regarding the Bank's share capital, due to the
aforementioned share capital increase and announcement of
adaptation of the Bank's share capital following the exercise of
stock option rights. Grant of an irrevocable authorization to the
Board of Directors for the settlement of potential fractional rights
9. Approval of a stock option scheme in favor of executive Mgmt For *
members of the Board of Directors and managerial executives
of the Bank, including affiliated with the Bank companies, for
the obtainment of Alpha Bank shares (paragraph 9, article 13 of
Codified Law 2190/1920)
10. Grant of authorization, according to paragraph 1, article 23 of Mgmt For *
Codified Law 2190/1920, to members of the Board of Directors,
the General Management or Managers to participate in the
Board of Directors or in the management of Group Companies
having similar purposes
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 2993 0 22-Mar-05 22-Mar-05
Report Date: 12-Aug-05 Page 6 of 151
- --------------------------------------------------------------------------------
ASML HOLDING NV
- --------------------------------------------------------------------------------
Security N07059160 Meeting Type Annual General Meeting
Ticker Meeting Date 24-Mar-05
ISIN NL0000334365 Agenda 700653771 - Management
City EINDHOVEN Holdings Recon Date 14-Mar-05
Country NETHERLANDS Blocking Vote Deadline Date 10-Mar-05
SEDOL(s) 5949368, 5949670
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Opening Non-Voting
2.1 Approve the annual account and the annual report Mgmt For *
2.2 Approve the report of the Board of Directors Mgmt For *
2.3 Approve the report of the Supervisory Board Mgmt For *
2.4 Approve the evaluation of the performance by the Accountant Mgmt For *
2.5 Approve the Reserve and Dividend Policy Mgmt For *
2.6 Approve the assessment of the annual account of 2004 Mgmt For *
3. Approve the Corporate Governance Mgmt For *
Report Date: 12-Aug-05 Page 7 of 151
4. Grant discharge to the Board of Directors Mgmt For *
5. Grant discharge to the Supervisory Board Mgmt For *
6. Approve the arrangements of the option and share Mgmt For *
7. Approve the profile of the Supervisory Board Mgmt For *
8. Approve the compilation of the Supervisory Board Mgmt For *
9. Approve the vacancies for the Supervisory Board for 2006 Mgmt For *
10. Approve the salary of the Supervisory Board Mgmt For *
11. Amend the Articles of Association Mgmt For *
12. Authorize the Board of Directors to issue the shares and to limit the Mgmt For *
exclusion of preference right
13. Authorize the Board of Directors to buy own shares Mgmt For *
Report Date: 12-Aug-05 Page 8 of 151
14. Questions Mgmt For *
15. Closing Non-Voting
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 10000 0 05-Mar-05 05-Mar-05
Report Date: 12-Aug-05 Page 9 of 151
- --------------------------------------------------------------------------------
ASML HOLDING NV
- --------------------------------------------------------------------------------
Security N07059160 Meeting Type Annual General Meeting
Ticker Meeting Date 24-Mar-05
ISIN NL0000334365 Agenda 700659608 - Management
City EINDHOVEN Holdings Recon Date 17-Mar-05
Country NETHERLANDS Blocking Vote Deadline Date 14-Mar-05
SEDOL(s) 5949368, 5949670
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING 215684 DUE TO CHANGE Non-Voting
IN THE NUMBERING. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU.
PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING AT THIS GENERAL Non-Voting
MEETING ARE RELAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE
REGISTRATION DATE SET ON 17 MAR 2005. SHARES CAN BE TRADED
THEREAFTER. THANK YOU.
1. Opening Non-Voting
2.a Approve the report of the Managing Board on the FY 2004 Mgmt For *
2.b Approve the report of the Supervisory Board on the FY 2004 Mgmt For *
2.c Approve the evaluation of the performance of the External Auditor by Mgmt For *
the Audit Committee and the Managing Board
Report Date: 12-Aug-05 Page 10 of 151
2.d Approve the Company's current policy not to pay any dividends on its Mgmt For *
ordinary shares, nor to distribute any reserves, but to invest those
proceeds, if any, in research and development of new technology the
evaluation of the performance by the Accountant
2.e Approve the annual accounts on the FY 2004 Mgmt For *
3. Approve the Corporate Governance chapter of the annual report 2004 Mgmt For *
4. Grant discharge to the Managing Board in respect of the duties Mgmt For *
performed during the past FY
5. Grant discharge to the Supervisory Board in respect of the duties Mgmt For *
performed during the past FY
6. Approve the stock option and share arrangements Mgmt For *
7. Approve the profile of the Supervisory Board Members Mgmt For *
8.a Re-appoint Mr. J.W.B. Westerburgen, O.B. Bilous and Ms. H.J.C. Van Mgmt For *
Den Burg as Members of the Supervisory Board where all details as
laid down in Article 2: 158 Paragraph 5, Section 2:142 Paragraph 3 of
the Dutch Civil Code are available for the general meeting of
shareholders
8.b Authorize the general meeting to recommend individuals for Mgmt For *
appointment to the post of Supervisory Director
Report Date: 12-Aug-05 Page 11 of 151
9. Approve the vacancies in the Supervisory Board for 2006 Mgmt For *
10. Approve to increase the remuneration of the Chairman of the Audit
Committee with an amount of EUR 5,000 per year and grant Mr. O.B.
Bilous EUR 10.000 per year, in addition to the remuneration of EUR
25.000 for Supervisory Board Membership, on the condition that Mr.
Bilous is appointed as a Supervisory Director
11. Approve to change the Articles of Association in respect of the Mgmt For *
following subjects: adjustments according implementation of changes
in Dutch Civil Law
12. Approve that the Managing Board subject to the approval of the Mgmt For *
Supervisory Board and the meeting of priority shareholders be
designated for a period of 18 months as the body and authorize the
Managing Board to issue the shares not exceeding the number of
unissued shares in the capital of the Company and approval of the
Supervisory Board and the meeting of priority shareholders as the
sole body to limit or exclude the preemptive right on new issued
shares in the Company
13. Authorize the Management Board, subject to the approval of the Mgmt For *
Supervisory Board, to cause the Company to acquire its own shares
for valuable up to a maximum number which at the time of
acquisition; the Company is permitted to acquire pursuant to the
provisions of Section 98, Subsection 2 of Book 2 of the Netherlands
Civil Code such acquisition may be effected by means of any type of
contract, including stock exchange transactions and private
transactions, the price must lie between the par value of the shares
and an amount equal to 110% of the market price, by Market price is
understood the average of the highest prices reach by the shares on
each of the 5 stock exchange business days preceding the date of
acquisition, as evidenced by the official price list of Euronext
Amsterdam NV; authority is valid for a period of 18 months,
commencing on 24 MAR 2005 of Directors to buy own shares
14. Transact any other business Other Abstain *
Report Date: 12-Aug-05 Page 12 of 151
15. Closing Non-Voting
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN THE BLOCKING Non-Voting
CONDITIONS. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. PLEASE ALSO NOTE THAT THE NEW CUT OFF DATE IS 18 MAR
2005. THANK YOU
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 10000 273700000 15-Mar-05 15-Mar-05
Report Date: 12-Aug-05 Page 13 of 151
- --------------------------------------------------------------------------------
ASTRAZENECA PLC
- --------------------------------------------------------------------------------
Security G0593M107 Meeting Type Annual General Meeting
Ticker Meeting Date 28-Apr-05
ISIN GB0009895292 Agenda 700673951 - Management
City LONDON Holdings Recon Date 26-Apr-05
Country UNITED KINGDOM Vote Deadline Date 19-Apr-05
SEDOL(s) 0989529, 4983884, 5659902
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Receive the Company's accounts and the reports of the Directors and Mgmt For *
the Auditor for the YE 31 DEC 2004
2. Approve to confirm the first interim dividend of USD 0.295 16.0 Mgmt For *
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 Mgmt For *
4. Authorize the Directors to agree the remuneration of the Auditor Mgmt For *
5.1 Re-elect Mr. Louis Schweitzer as a Director in accordance with the Mgmt For *
Article 65 of the Company's Articles of Association
5.2 Re-elect Mr. Hakan Morgen as a Director in accordance with the Mgmt For *
Article 65 of the Company's Articles of Association
5.3 Re-elect Sir Tom McKillop as a Director in accordance with the Mgmt For *
Article 65 of the Company's Articles of Association
Report Date: 12-Aug-05 Page 14 of 151
5.4 Re-elect Mr. Jonathan Symonds as a Director in accordance with the Mgmt For *
Article 65 of the Company's Articles of Association
5.5 Re-elect Mr. John Petterson FRCP as a Director in accordance with the Mgmt For *
Article 65 of the Company's Articles of Association
5.6 Re-elect Mr. David R. Brennan as a Director in accordance with the Mgmt For *
Article 65 of the Company's Articles of Association
5.7 Re-elect Sir Peter Bonfield CBE as a Director in accordance with the Mgmt For *
Article 65 of the Company's Articles of Association
5.8 Re-elect Mr. John Buchanan as a Director in accordance with the Mgmt For *
Article 65 of the Company's Articles of Association
5.9 Re-elect Mr. Jane Henney as a Director in accordance with the Mgmt For *
Article 65 of the Company's Articles of Association
5.10 Re-elect Mr. Michele Hooper as a Director in accordance with the Mgmt For *
Article 65 of the Company's Articles of Association
5.11 Re-elect Mr. Joe Jimenez as a Director in accordance with the Mgmt For *
Article 65 of the Company's Articles of Association
5.12 Re-elect Mr. Ema Moller as a Director in accordance with the Mgmt For *
Article 65 of the Company's Articles of Association
Report Date: 12-Aug-05 Page 15 of 151
5.13 Re-elect Mr. Dame Bridget Ogilvie as a Director in accordance with Mgmt For *
the Article 65 of the Company's Articles of Association
5.14 Re-elect Mr. Marcus Wallenberg as a Director in accordance with the Mgmt For *
Article 65 of the Company's Articles of Association
6. Approve the Directors' remuneration report for the YE 31 DEC 2004 as Mgmt For *
specified
7. Approve: the rules of the AstraZeneca Performance Share Plan the Plan Mgmt For *
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 Plan 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 or becomes a Mgmt For *
subsidiary of the Company 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 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 new shares conferred on Mgmt For *
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
Report Date: 12-Aug-05 Page 16 of 151
S.10 Approve that the power conferred on the Directors by Article 7.1 of Mgmt For *
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 166 of the Mgmt For *
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
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 5000 0 31-Mar-05 31-Mar-05
Report Date: 12-Aug-05 Page 17 of 151
- --------------------------------------------------------------------------------
AVIVA PLC
- --------------------------------------------------------------------------------
Security G0683Q109 Meeting Type Annual General Meeting
Ticker Meeting Date 26-Apr-05
ISIN GB0002162385 Agenda 700678824 - Management
City LONDON Holdings Recon Date 22-Apr-05
Country UNITED KINGDOM Vote Deadline Date 15-Apr-05
SEDOL(s) 0216238, 4100490, 4191007, 5983991
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Receive and approve the Company's report and the accounts for the Mgmt For *
YE 31 DEC 20 04
2. Declare the final dividend of 16.00 pence per ordinary share of the Mgmt For *
Company for the YE 31 DEC 2004
3. Elect Mr. Richard Goeltz as a Director of the Company Mgmt For *
4. Elect Mr. Andrew Moss as a Director of the Company Mgmt For *
5. Elect Lord Sharman of Redlynch as a Director of the Company Mgmt For *
6. Elect Mr. Russell Walls as a Director of the Company Mgmt For *
7. Re-elect Mr. Guillermo De La Dehesa as a Director of the Company Mgmt For *
8. Re-elect Mr. Wim Dik as a Director of the Company Mgmt For *
Report Date: 12-Aug-05 Page 18 of 151
9. Re-elect Mr. Derek Stevens as a Director of the Company Mgmt For *
10. Re-elect Mr. Andre Villeneuve as a Director of the Company Mgmt For *
11. Re-elect Mr. George Paul as a Director of the Company Mgmt For *
12. Re-elect Mr. Elizabeth Vllance as a Director of the Company Mgmt For *
13. Re-appoint Ernst & young LLP as the Auditor of the Company Mgmt For *
until the next AGM
14. Authorize the Directors to determine the Auditors remuneration Mgmt For *
15. Authorize the Directors, to allot the Company's unissued shares up Mgmt For *
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 by Article Mgmt For *
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
Report Date: 12-Aug-05 Page 19 of 151
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 with in the Mgmt For *
report and the accounts for the YE 31 DEC 2004 by shareholders in
accordance with Section 214A of the Companies Act 1985
18. Approve the rules of the Aviva Annual Bonus Plan 2005; authorize the Mgmt For *
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 Plan 2005; Mgmt For *
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 Option Plan 2005; Mgmt For *
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 the remuneration which Mgmt For *
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 1,000,00 0 TO GBP 1,500,000 per
annum
S.22 Approve to increase the authorized share capital of the Company form Mgmt For *
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
Report Date: 12-Aug-05 Page 20 of 151
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 Section 163(3) of Mgmt For *
the Companies Act 1985 of upto 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 Section 163(3) of Mgmt For *
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 Section 163(3) of Mgmt For *
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
* Management position unknown
Report Date: 12-Aug-05 Page 21 of 151
- -----------------------------------------------------------------------------------
Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed
Loan
- -----------------------------------------------------------------------------------
VV6A 50P 15800 0 05-Apr-05 05-Apr-05
Report Date: 12-Aug-05 Page 22 of 151
- --------------------------------------------------------------------------------
AXA, PARIS
- --------------------------------------------------------------------------------
Security F06106102 Meeting Type Ordinary General Meeting
Ticker Meeting Date 20-Apr-05
ISIN FR0000120628 Agenda 700679458 - Management
City PARIS Holdings Recon Date 18-Apr-05
Country FRANCE Blocking Vote Deadline Date 06-Apr-05
SEDOL(s) 4026927, 5179648, 5766705, 7088429, 7088753, 7090509, 7166013
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
A Verification Period exists in France. Please see Non-Voting
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 Executive Committee and the general report Mgmt For *
of the Statutory Auditors; approve the financial statements and the
balance sheet for the year closed on 31 DEC 2004, in the form
presented to the meeting
O.2 Receive the reports of the Executive Committee and the Statutory Mgmt For *
Auditors; approve the consolidated financial statements for the said
FY in the form presented to the meeting
Report Date: 12-Aug-05 Page 23 of 151
O.3 Approve the profits for the FY: EUR 518,959,933.00; prior retained Mgmt For *
earnings: EUR 2,487,060,253.00 i.e. an available amount for the
allocation of the income which reaches the sum of EUR
3,006,020,186.00; approve the recommendations of the Executive
Committee and resolve to appropriate the total so obtained as
follows: legal reserve: EUR 25,947,997.00; global dividend: EUR
1,164,150,944.00; carry forward account: EUR 1,815,921,245.00; the
shareholders will receive a net dividend of EUR 0.61 per share with a
cut of EUR 0.305; this dividend will be paid on 28 APR 2005
O.4 Approve that, due to the exceptional tax of 2.5% on the sums Mgmt For *
appearing in the special reserve on long-term capital gains account
within the limit of EUR 200,000,000.00, that an amount of EUR
200,000,000.00 charged to the special reserve on long-term capital
gains account will be transferred to the ordinary reserve account;
and authorize the Executive Committee to take all necessary measures
accomplish all necessary formalities
O.5 Receive the special report of the Auditors on agreements governed by Mgmt For *
Article L.225-86 of the French Commercial Code, and approve the
said report and the agreements referred to therein
O.6 Approve the resignation of Mr. Thierry Breton as a Member of the Mgmt For *
Supervisory Board
O.7 Approve to renew the term of office of Mr. Anthony Hamilton as a Mgmt For *
Member of the Supervisory Board for a period of 4 years
O.8 Approve to renew the term of office of Mr. Henri Lachmann as a Member Mgmt For *
of the Supervisory Board for a period of 4 years
O.9 Approve to renew the term of office of Mr. Michel Pebereau as a Mgmt For *
Member of the Supervisory Board for a period of 4 years
Report Date: 12-Aug-05 Page 24 of 151
O.10 Ratify the appointment of Mr. Leo Apotheker in replacement of Mr. Mgmt For *
Alfred Von Oppenheim as a Member of the Supervisory Board until the
general meeting which will deliberate in 2007 upon the annual
financial statements for last fiscal year
O.11 Appoint Mr. Jacques De Chateauvieux in replacement of Mr. Jacques Mgmt For *
Calvet as a Member of the Supervisory Board for a period of 4 years
O.12 Appoint Mrs. Dominique Reiniche as a Member of the Supervisory Board Mgmt For *
for a period of 4 years
O.13 Approve to award total annual fees of EUR 1,000,000.00 to the Mgmt For *
Supervisory Board
O.14 Authorize the Executive Committee, in substitution of Resolution Mgmt For *
number 11 given by the general meeting of 21 APR 2004, to trade in
the Company's shares on the stock market, as per the following
conditions: maximum purchase price: EUR 35.00, maximum number of
shares to be traded: 10% of the share capital; Authority expires at
the end of 18 months; approve that in case of a bid upon the
Company's equity shares settled fully in cash, the Company can
continue the proceeding of its stock repurchase programme; the
general meeting delegates all powers to the Executive Committee to
take all necessary measures and accomplish all necessary formalities
E.15 Authorize the Executive Committee, in substitution of Resolution Mgmt For *
Number 14 given by the general meeting of 30 APR 2003, to increase
the share capital, in one or more transactions and at its sole
discretion, by a maximum nominal amount of EUR 1,000,000,000.00, 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; and authorize the Executive Committee to take
all necessary measures and accomplish all necessary formalities
Report Date: 12-Aug-05 Page 25 of 151
E.16 Authorize the Management Board to increase the Company's capital Mgmt For *
through the issue of common shares or securities that entitle the
bearer to common shares of the Company or one of its subsidiaries,
with preferential subscription rights maintained
E.17 Authorize the Management Board to increase capital through the issue Mgmt For *
of common shares or securities that entitle the bearer to share
capital of the Company or one of its subsidiaries, with preferential
subscription rights waived
E.18 Authorize the Management Board, in the event that shares or Mgmt For *
securities with preferential subscription rights waived are issued
under the terms of the seventeenth resolution, to set the issue
price under the conditions defined by the Shareholders and up to a
maximum of 10% of the equity capital
E.19 Authorize the Management Board to increase the amount of the initial Mgmt For *
issue, in the event that shares or securities are issued with
preferential subscription rights waived or maintained, under the
terms set forth in the sixteenth to the eighteenth resolutions
E.20 Authorize the Management Board to issue common shares and securities Mgmt For *
with a claim to the Company's common shares, in the event that a
public exchange offer is initiated by the Company
E.21 Authorize the Management Board to increase the capital of the Company Mgmt For *
through the issue of common shares and securities with a claim to the
Company's common shares in return for contributions in kind up to a
maximum of 10% of share capital
E.22 Authorize the Management Board to issue common shares in connection Mgmt For *
with the issue of securities, by subsidiaries of the Company, with a
claim to the Company's common shares
Report Date: 12-Aug-05 Page 26 of 151
E.23 Authorize the Management Board to issue securities entitling their Mgmt For *
bearers to an allotment of debt instruments and that do not result in
an increase of the Company's capital
E.24 Authorize the Management Board to resolve to issue securities Mgmt For *
securing immediate or deferred access to the Company's share
capital, reserved for employees enrolled in the employer sponsored
Company savings plan
E.25 Authorize the Management Board to freely allot shares to employees of Mgmt For *
the Company
E.26 Grant authority to grant stock purchase and/or stock subscription Mgmt For *
E.27 Authorize the Management Board to reduce capital through the Mgmt For *
cancellation of shares
E.28 Amend the By-laws to reflect changes in the threshold for ownership Mgmt For *
of voting rights with respect to regulated agreements
E.29 Amend the Article 12 of the Bylaws, to stipulate that the consent of Mgmt For *
the Supervisory Board is required prior i) the implementation of
Stock Option Plan of any kind and ii) the granting of free
allotments of shares
E.30 Grant authority to comply with all formal requirements in connection Mgmt For *
with this meeting
PLEASE NOTE THAT THIS IS A MIX MEETING. THANK YOU. Non-Voting
* Management position unknown
Report Date: 12-Aug-05 Page 27 of 151
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 8500 0 06-Apr-05 06-Apr-05
Report Date: 12-Aug-05 Page 28 of 151
- --------------------------------------------------------------------------------
BANCO BILBAO VIZCAYA ARGENTARIA SA BBVA, BILBAO
- --------------------------------------------------------------------------------
Security E11805103 Meeting Type Ordinary General Meeting
Ticker Meeting Date 26-Feb-05
ISIN ES0113211835 Agenda 700636686 - Management
City BILBAO Holdings Recon Date 21-Feb-05
Country SPAIN Vote Deadline Date 16-Feb-05
SEDOL(s) 0443694, 2882712, 5501906, 5503742, 5505157, 5766727, 5777570
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE Non-Voting
WILL BE A SECOND CALL ON 27 FEB 2005. CONSEQUENTLY, YOUR VOTING
INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS
AMENDED. THANK YOU YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM IS
MET OR THE MEETING IS CANCELLED. THANK YOU
1. Approve the appropriation, of the annual accounts balance sheet, Mgmt For *
profit and loss account and annual report and the Management report
of the Banco Bilbaoviz caya Argentaria, S.A. and its consolidated
financial group, application of earnings, dividend distribution,
Corporate Management and all the aforementioned with respect to the
FYE 31 DEC 2004
2. Ratify and re-elect, when appropriate, the Members of the Board of Mgmt For *
Directors
3. Authorize the Board of Directors for the issuance of corporate bonds Mgmt For *
in a maximum amount of EUR 50.000.000.000 and modify the
authorization granted by the general shareholders meeting held on 28
FEB 2004
Report Date: 12-Aug-05 Page 29 of 151
4. Authorize the Company, to acquire its treasury stock, directly or Mgmt For *
through its Group Companies, in accordance with Article 75 of the
Spanish Company Law Ley De Sociedades Anonimas, establishing the
limits or requirements for these acquisitions and with the express
power of reducing the share capital to amortise treasury stock and
authorize the Board of Directors to implement the resolutions of the
general meeting in this respect, cancelling the authorization granted by
the general shareholders meeting held on 28 FEB 2004
5. Re-elect the Auditors for FY 2005 Mgmt For *
6. Authorize to the Board of Directors, with express right for its Mgmt For *
substitution, to formalise, correct, interpret and implement
resolutions
PLEASE NOTE THAT THIS IS A REVISION DUE TO A CHANGE IN THE Non-Voting
NOTE/COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 11800 0
Report Date: 12-Aug-05 Page 30 of 151
- --------------------------------------------------------------------------------
BARCLAYS PLC
- --------------------------------------------------------------------------------
Security G08036124 Meeting Type Annual General Meeting
Ticker Meeting Date 28-Apr-05
ISIN GB0031348658 Agenda 700671957 - Management
City LONDON Holdings Recon Date 26-Apr-05
Country UNITED KINGDOM Vote Deadline Date 19-Apr-05
SEDOL(s) 3134865
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Receive the reports of the Directors and the Auditors and the audited Mgmt For *
accounts of the Company for the YE 31 DEC 2004; the Directors are
required to present to the AGM the reports of the Directors and the
Auditors and the audited accounts of the Company for each FY in this
case for the YE 31 DE 2004
2. Approve the Directors' report on remuneration for the YE 31 DEC 2004 Mgmt For *
3. Re-elect Sir Andrew Likierman as a Director of the Company Mgmt For *
4. Re-elect Mr. Richard Leigh Clifford as a Director of the Company Mgmt For *
5. Re-elect Mr. Matthew William Barrett as a Director of the Company, Mgmt For *
who retires by rotation
6. Re-elect Mr. John Silvester Varley as a Director of the Company, who Mgmt For *
retires by rotation
7. Re-elect Mr. Thomas David Guy Arculus as a Director of the Company, Mgmt For *
who retires by rotation
Report Date: 12-Aug-05 Page 31 of 151
8. Re-elect Sir Nigel Rudd as a Director of the Company, who retires by Mgmt For *
rotation
9. Re-appoint Pricewaterhousecoopers LLP, Chartered Accountant and Mgmt For *
Registered Auditors, as the Auditors of the Company until the
conclusion of the next AGM at which accounts are laid before the
Company
10. Authorize the Directors to set the remuneration of the Auditors Mgmt For *
11. Adopt the Barclays PLC Performance Share Plan the PSP; authorize the Mgmt For *
Directors to do all such acts and things necessary or expedient to
implement the PSP including making such changes to the draft rules of
the PSP as the Directors consider necessary or desirable to obtain
any approvals or to take account of any statutory, fiscal, exchange
control or securities regulations either generally or in relation to
any potential participants provided that the overall limits contained
in the PSP continue to apply
12. Authorize the Directors to establish such number of supplements ort Mgmt For *
appendices to the PSP as has been approved by the Company in the
general meeting or such other employees share plan based on the PSP,
in relation to ordinary shares in the capital of the Company the
shares as they consider necessary or desirable to take advantage to
comply with local laws and regulations for the benefit of employees
of the Company or of any of its subsidiaries who are resident or
working overseas and for whom participation in the PSP is otherwise
considered by the Directors to be undesirable or impractical and from
time to time to make or permit the making of such alterations to such
supplements, appendices or other employees share plan as they
consider necessary or desirable provided that: a) having regard to
the benefits which may be conferred on an employee participating in
the PSP, all such supplements appendices or other employees share
plan shall confer benefits and contains limitations so as to ensure,
so far as the Directors consider practicable, substantial equality of
treatment between UK employees and employees resident overseas; b)
the overall limits on the number of shares, which maybe subscribed
under the PSP, shall not be increased there by and that shares which
may be employees share plan shall count towards such limits
Report Date: 12-Aug-05 Page 32 of 151
13. Approve, in substitution for all existing authorities, to renew the Mgmt For *
authority conferred on the Directors by Article 12(a) of the
Company's Articles of Association of the Company for the period
expiring on the date of the AGM of the Company to be held in 2006 or
28 APR 2006, that the Section 80 amount being GBP 538,163,237;
Authority expires at the end of the next AGM of the Company
S.14 Authorize the Directors, subject to the passing of Resolution 13 and Mgmt For *
in substitution for all existing unexercised authorities, the
authority and power conferred on the Directors by Article 12(b) of
the Article of Association of the Company, to allot securities up to
an aggregate nominal amount of GBP 80,724,485 for cash otherwise
than on a pro-rata basis; Authority expires the earlier of the
conclusion of the next AGM of the Company on 28 APR 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.15 Authorize the Company, to make market purchases Section 163(3) of the Mgmt For *
Companies Act 1985 on the London Stock Exchange of up to 968,600,000
ordinary shares of 25p each in the capital and may hold such shares
as treasury shares, 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
AGM of the Company in 2006 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
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 18500 0 29-Mar-05 29-Mar-05
Report Date: 12-Aug-05 Page 33 of 151
- --------------------------------------------------------------------------------
BAYER AG, LEVERKUSEN
- --------------------------------------------------------------------------------
Security D07112119 Meeting Type ExtraOrdinary General Meeting
Ticker Meeting Date 17-Nov-04
ISIN DE0005752000 Agenda 700598418 - Management
City ESSEN Holdings Recon Date 15-Nov-04
Country GERMANY Blocking Vote Deadline Date 04-Nov-04
SEDOL(s) 0070520, 0085308, 4084497, 4084583, 4085304, 4085661, 4085995, 4087117,
4096588, 4106056, 5069192, 5069211, 5069459, 5073450, 5073472, 5074497,
6085874, 6093877, 7158355
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Approve the agreement with Lanxess AG, the Company shall transfer its Mgmt
entire interests in Lanxess Deutschland GmbH and the Lanxess AG, as
well as the entireassets of Lanxess Corporate Center to its
wholly-owned subsidiary Lanxess AGpursuant to Section 123(2)1 of the
German Law Regulating Transformation of Companies, with retrospective
effect from 01 JUL 2004 as compensation for the transfer of assets,
the shareholders of the Company shall be granted, free of charge, 1
bearer no-par share of Lanxess AG in exchange for 10 bearer no-par
share of the Company; the Lanxess AG shares shall convey dividend
entitlement from 01 JAN 2004, Lanxess AG shall increase its share
capital from EUR 50,000 to EUR 73,034,192 through the issue of
72,984,192 new shares
- -----------------------------------------------------------------------------------
Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed
Loan
- -----------------------------------------------------------------------------------
VV6A 50P 0 0
Report Date: 12-Aug-05 Page 34 of 151
- --------------------------------------------------------------------------------
BHP BILLITON PLC
- --------------------------------------------------------------------------------
Security G10877101 Meeting Type Annual General Meeting
Ticker Meeting Date 25-Nov-04
ISIN GB0000566504 Agenda 700592579 - Management
City LONDON Holdings Recon Date 23-Nov-04
Country UNITED KINGDOM Vote Deadline Date 17-Nov-04
SEDOL(s) 0056650, 4878333, 5359730, 6016777
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Receive the financial statements for BHP Billiton Limited for the Mgmt For *
YE 30 JUN 2004, together with the Directors report and the Auditors
report
2. Receive the financial statements for BHP Billiton PLC for the YE 30 Mgmt For *
JUN 2004, together with the Directors report and the Auditors report
3. Re-elect Mr. D.R. Argus as a Director of BHP Billiton Limited, who Mgmt For *
retires byrotation
4. Re-elect Mr. D.R. Argus as a Director of BHP Billiton PLC, who Mgmt For *
retires by rotation
5. Re-elect Mr. D.A. Crawford as a Director of BHP Billiton Limited, who Mgmt For *
retiresby rotation
6. Re-elect Mr. D.A. Crawford as a Director of BHP Billiton PLC, who Mgmt For *
retires by rotation
7. Re-elect Mr. C.W. Goodyear as a Director of BHP Billiton Limited, who Mgmt For *
retiresby rotation
Report Date: 12-Aug-05 Page 35 of 151
8. Re-elect Mr. C.W. Goodyear as a Director of BHP Billiton PLC, who Mgmt For *
retires by rotation
9. Re-elect Dr. J.M. Schubert as a Director of BHP Billiton Limited, who Mgmt For *
retiresby rotation
10. Re-elect Dr. J.M. Schubert as a Director of BHP Billiton PLC, who Mgmt For *
retires by rotation
11. Re-appoint KPMG Audit PLC as the Auditor of BHP Billiton PLC and Mgmt For *
authorize theDirectors to agree their remuneration
12. Approve to renew the authority and power to allot relevant securities Mgmt For *
conferred on the Directors by Article 9 of BHP Billiton PLC s
Articles of Associationfor the period ending on the earlier of: i) 24
FEB 2006; and ii) the later ofthe AGM of BHP Billiton Limited and the
AGM of BHP Billiton PLC in 2005, and for such period the Section 80
amount (under the United Kingdom Companies Act 1985) shall be USD
265,926,499.00
S.13 Approve to renew the authority and power to allot equity securities Mgmt For *
for cash conferred on the Directors by Article 9 of BHP Billiton PLC
s Articles of Association for the period ending on the earlier of: i)
24 FEB 2006; and ii) the later of the AGM of BHP Billiton Limited and
the AGM of BHP Billiton PLC in 2005, and for such period the Section
89 amount under the United Kingdom Companies Act 1985 shall be USD
61,703,675.00
S.14 Authorize BHP Billiton PLC, in accordance with Article 6 of its Mgmt For *
Articles of Association and Section 166 of the United Kingdom
Companies Act 1985, to make market purchases Section 163 of that Act
of up to 246,814,700 10% of issued share capital of the BHP Billiton
PLC ordinary shares of USD 0.50 nominal value each in the capital of
BHP Billiton PLC Shares, at a minimum price of USD0.50 and not more
than 5% above the average of the middle market quotations for a share
taken from the London Stock Exchange Daily Official List for the five
business days immediately preceding the date of purchase of the
shares; Authority expires on the earlier of 24 MAY 2006 and the later
of the AGM of BHP Billiton Limited and the AGM of BHP Billiton PLC in
2005 provided that BHP Billiton PLC may enter into a
Report Date: 12-Aug-05 Page 36 of 151
contract for the purchase of shares before the expiry of this
authority which would or might be completed wholly or partly after
such expiry
15. Approve the remuneration report for the YE 30 JUN 2004 Mgmt For *
* PLEASE NOTE THAT ANY VOTES CAST ON RESOLUTIONS 16 TO 19 BY MR. C.W. Non-Voting
GOODYEAR AND MR. M. SALAMON AND ANY OTHER DIRECTOR WHO IS ELIGIBLE TO
PARTICIPATE IN ANY EMPLOYEE INCENTIVE SCHEME OF EITHER BHP BILLITON
LIMITED OR BHP BILLITON PLC (OF WHICH THERE ARE NONE) AND ANY OF THEIR
ASSOCIATES WILL BE DISREGARDED. THANK YOU.
16. Approve, subject to the passing of the Resolution 17, to: a) amend Mgmt For *
the BHP Billiton Limited Group Incentive Scheme and the principal
terms as specified; and b) amend the BHP Billiton PLC Group Incentive
Scheme and the principal termsas specified
17. Approve, subject to the passing of the Resolution 17, to: a) Mgmt For *
amend the BHP Billiton Limited Group Incentive Scheme and the
principal terms as specified; and b) amend the BHP Billiton PLC Group
Incentive Scheme and the principal terms as specified
18. Approve to grant the Deferred Shares and the Options under the Mgmt For *
amended BHP Billiton Limited Group Incentive Scheme and to grant the
Performance Shares under the BHP Billiton Limited Long Term Incentive
Plan to Executive Director and Chief Executive Officer, Mr. C.W.
Goodyear, in the manner as specified, including for the purpose of
ASX Listing Rule 10.14
19. Approve to grant the Deferred Shares and Options under the amended Mgmt For *
BHP Billiton PLC Group Incentive Scheme and to grant the Performance
Shares under the BHP Billiton PLC Long Term Incentive Plan to
Executive Director and Group President Non-Ferrous Materials, Mr. M.
Salamon, in the manner as specified, including for the purposes of
ASX Listing Rule 10.14
Report Date: 12-Aug-05 Page 37 of 151
* PLEASE NOTE THAT THIS IS A REVISION TO THE JOB DUE TO A CHANGE IN THE Non-Voting
STATUS OF THE MARKET INDICATORS. IF YOU HAVE ALREADY SENT YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS.
THANK YOU
* Management position unknown
- --------------------------------------------------------------------------
Ballot Shares
Account Number Custodian Shares On Loan Vote Date Date Confirmed
- --------------------------------------------------------------------------
VV6A 50P 22000 0 15-Nov-04 15-Nov-04
Report Date: 12-Aug-05 Page 38 of 151
- --------------------------------------------------------------------------------
BOUYGUES, GUYANCOURT
- --------------------------------------------------------------------------------
Security F11487125 Meeting Type MIX
Ticker Meeting Date 28-Apr-05
ISIN FR0000120503 Agenda 700669015 - Management
City GUYANCOURT Holdings Recon Date 26-Apr-05
Country FRANCE Blocking Vote Deadline Date 14-Apr-05
SEDOL(s) 2696612, 4002121, 4067528, 4115159, 7164028
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
A Verification Period exists in France. Please see Non-Voting
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 and the general report Mgmt For *
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
Report Date: 12-Aug-05 Page 39 of 151
O.2 Receive the reports of the Board of Directors' Chairman and the Mgmt For *
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 of EUR Mgmt For *
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 charged to the special Mgmt For *
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 agreements governed by Mgmt For *
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 Rouger as a Mgmt For *
Director for a period of 3 years, provided that Resolution O.23 is
approved
O.7 Appoint Mr. Thierry Jourdaine as a Director Member of the Supervisory Mgmt For *
Board of one of the investment trusts owning some Company's shares
for a period of 2 years
Report Date: 12-Aug-05 Page 40 of 151
O.8 Appoint Mr. Jean-Michel Gras as a Director Member of the Supervisory Mgmt For *
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 the Company's shares in Mgmt For *
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 in one or more Mgmt For *
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 increase the share Mgmt For *
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
Report Date: 12-Aug-05 Page 41 of 151
O.12 Authorize the Board of Directors to increase in one or more Mgmt For *
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 Company's shares to be Mgmt For *
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 of issue by way of Mgmt For *
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 the share capital by a Mgmt For *
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 in one or more Mgmt For *
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
Report Date: 12-Aug-05 Page 42 of 151
O.17 Authorize the Board of Directors to increase the share capital, in Mgmt For *
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 consequently to Mgmt For *
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 over all 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 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 in one or more Mgmt For *
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 one or more Mgmt For *
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 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
Report Date: 12-Aug-05 Page 43 of 151
O.21 Authorize the Board of Directors to issue, in one or more Mgmt For *
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 share capital in one Mgmt For *
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: Article Number 7 Mgmt For *
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 one or more Mgmt For *
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 extract of the minutes Mgmt For *
of the present to accomplish all formalities, filings and general
meeting proxy services
* Management position unknown
Report Date: 12-Aug-05 Page 44 of 151
- -----------------------------------------------------------------------------------
Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed
Loan
- -----------------------------------------------------------------------------------
VV6A 50P 5200 0 25-Mar-05 25-Mar-05
Report Date: 12-Aug-05 Page 45 of 151
- --------------------------------------------------------------------------------
BRITISH SKY BROADCASTING GROUP PLC
- --------------------------------------------------------------------------------
Security G15632105 Meeting Type Annual General Meeting
Ticker Meeting Date 12-Nov-04
ISIN GB0001411924 Agenda 700601455 - Management
City LONDON Holdings Recon Date 10-Nov-04
Country UNITED KINGDOM Vote Deadline Date 04-Nov-04
SEDOL(s) 0141192, 5474837
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Receive and adopt the financial statements for the YE 30 JUN 2004, Mgmt For *
together with the reports of the Directors and the Auditors thereon
2. Declare a final dividend Mgmt For *
3. Elect Mr. Jeremy Darroch as a Director Mgmt For *
4. Elect Mr. Nicholas Ferguson as a Director Mgmt For *
5. Elect Mr. Andrew Higginson as a Director Mgmt For *
6. Elect Mr. Lord Rothschild as a Director Mgmt For *
7. Re-appoint Mr. Jacques Nasser as a Director Mgmt For *
8. Re-appoint Mr. Gail Rebuck as a Director Mgmt For *
Report Date: 12-Aug-05 Page 46 of 151
9. Re-appoint Mr. Arthur Siskind as a Director Mgmt For *
10. Re-appoint Deloitte & Touche LLP as the Auditors and authorize the Mgmt For *
Directors to agree their remuneration
11. Receive the report on the Directors remuneration for the YE 30 JUN Mgmt For *
2004
12. Authorize the Company, in accordance with the Section 347C of the Mgmt For *
Companies Act 1985 as amended the Act, to make donations to political
organizations, as defined in Section 347A of the Act, not exceeding
GBP 100,000 in total and to incur the EU political expenditure, as
defined in Section 347A of the Act not exceeding GBP 100,000 in total
for the relevant period provided that the authorized sum referred
above may be compromised at on or more amounts in different
currencies which for the purpose of calculating the said sum shall be
converted into pounds sterling at the exchange rate published in the
London edition of the Financial Times on the day on which the
relevant donation is trade or expenditure incurred; Authority expires
earlier the date on 31 DEC 2005 or at the conclusion of AGM of the
Company to be held in 2005
13. Authorize the Directors, pursuant and in accordance with the Section Mgmt For *
80 of the Companies Act 1985 as amended, to allot relevant securities
up to an aggregate nominal amount of GBP 320,000,000 being
approximately 33% of the nominal issued ordinary share capital;
Authority expires at the conclusion of the next AGM of the Company;
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
S.14 Authorize the Directors, subject to the passing of Resolution 13 and Mgmt For *
pursuant to Section 95 of the Companies Act 1985, to allot equity
securities Section 94 for cash pursuant to and during the period of
the authority conferred by Resolution 13, 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; b) up to an aggregate nominal amount of GBP 48,500,000
approximately 5% of the nominal
Report Date: 12-Aug-05 Page 47 of 151
issued ordinary share capital; and the Directors may allot equity
securities after the expiry of this authority in pursuance of such an
offer or agreement made prior to such expiry
S.15 Authorize the Company to make market purchases Section 163(3) of up Mgmt For *
to 97,000,000 ordinary shares of 50 pence each in the capital of the
Company equivalent to nominal value of each share, at a minimum
price of 50 pence and up to 105% of the average middle market
quotations for such shares derived from the Daily Official List of
the London Stock Exchange, over the previous 5 business days;
Authority expires on the date which is 12 months from the date of
this resolution; 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
16. Approve the arrangements, as specified relating to the authority to Mgmt For *
be given to the Company to make market purchases of ordinary shares
of 50 pence each inits capital, for the purposes of the dispensation
provisions under Rule 9 of the City Code on Takeovers and Mergers in
relation to News UK Nominees Limited and any persons acting in
concert with it
17. Authorize the Directors to extend the British Sky Broadcasting Group Mgmt For *
Executive Share Option Scheme Executive Share Option Scheme for a
further period from 10 years from the date of this resolution
including making the alteration in as specified; authorize the
Directors to establish any further schemes for overseas employees
similar to the Executive Share Option Scheme but modified to take
account of local tax and securities laws but so that all shares
allocated count against the limits set out in the Executive Share
Option Scheme
18. Authorize the Directors to extend the British Sky Broadcasting Group Mgmt For *
Sharesave Scheme Sharesave Scheme for a further period from 10 years
from the date of this resolution including making the alteration in
as specified; authorize the Directors to establish any further
schemes for overseas employees similar to the Sharesave Scheme but
modified to take account of local tax and securities laws but so that
all shares allocated count against the limits set out in the
Sharesave Scheme
* Management position unknown
Report Date: 12-Aug-05 Page 48 of 151
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 19322 0 28-Oct-04 28-Oct-04
Report Date: 12-Aug-05 Page 49 of 151
- --------------------------------------------------------------------------------
CELESIO AG
- --------------------------------------------------------------------------------
Security D1497R104 Meeting Type Ordinary General Meeting
Ticker Meeting Date 29-Apr-05
ISIN DE0005858005 Agenda 700666158 - Management
City STUTTGART Holdings Recon Date 27-Apr-05
Country GERMANY Blocking Vote Deadline Date 15-Apr-05
SEDOL(s) 4357230, 5105182
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting
1. Receive the financial statements and annual report for the 2004 FY Mgmt For *
with the report of the Supervisory Board, the Group financial
statements and the Group annual report
2. Approve the appropriation of the distributable profit of EUR Mgmt For *
102,060,000 as: payment of a dividend of EUR 1.20 per no-par share
ex-dividend and payable on 02 MAY 2005
3. Ratify the acts of the Board of Managing Directors Mgmt For *
4. Ratify the acts of the Supervisory Board Mgmt For *
5. Elect PWC Deutsche Revision AG, Mgmt For *
Wirtschaftspruefungsgesellschaft Stuttgart, as the Auditors for the
year 2005
PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE IN BOTH ENGLISH AND Non-Voting
GERMAN. THANK YOU.
* Management position unknown
Report Date: 12-Aug-05 Page 50 of 151
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 2600 0 23-Mar-05 23-Mar-05
Report Date: 12-Aug-05 Page 51 of 151
- --------------------------------------------------------------------------------
COMPASS GROUP PLC
- --------------------------------------------------------------------------------
Security G23296182 Meeting Type Annual General Meeting
Ticker Meeting Date 14-Feb-05
ISIN GB0005331532 Agenda 700631648 - Management
City LONDON Holdings Recon Date 10-Feb-05
Country UNITED KINGDOM Vote Deadline Date 03-Feb-05
SEDOL(s) 0533153
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Receive and adopt the financial statements of the Company for the FYE Mgmt
30 SEP 2004 and the reports of the Directors and the Auditors
thereon
2. Approve the Remuneration Committee's report for the FYE 30 SEP 2004 Mgmt
3. Declare a final dividend of 6.2 pence per share on the Company's Mgmt
ordinary shares for the FYE 30 SEP 2004
4. Elect Mr. Steve Lucas as a Director Mgmt
5. Elect Mr. Andrew Martin as a Director Mgmt
6. Re-elect Mr. Peter Cawdron as a Director Mgmt
7. Re-elect Mr. Alain Dupuis as a Director Mgmt
8. Re-elect Mr. Val Gooding as a Director Mgmt
Report Date: 12-Aug-05 Page 52 of 151
9. Re-appoint Deloitte & Touche LLP as the Auditors of the Company Mgmt
10. Authorize the Directors to determine the Auditors' remuneration Mgmt
11. Approve the rules of Compass Group PLC Share Bonus Matching Plan the Mgmt
Matching Plan and authorize the Directors to take all actions which
they consider necessary or expedient in connection with the
implementation of the Matching Plan
12. Authorize the Company and its subsidiaries to make donations to EU Mgmt
political organizations and incur EU political expenditure provided
that any such donations and expenditure made by the Company together
with those made by an subsidiary Company shall not exceed in
aggregate GBP 125,000; Authority expires at the conclusion of next
AGM of the Company
13. Approve, pursuant to Section 121(2)(e) of the Companies Act 1985 and Mgmt
Article 41(d) of the Company's Articles of Association, the
reduction of the authorized share capital of the Company from GBP
300,050,998 to GBP 300,001,000 divided into 3,000,010,000 ordinary
shares of 10 pence each by canceling each authorized but unissued
non-voting redeemable preference share of GBP 1 in the capital of the
Company
S.14 Adopt the new Articles of Association of the Company Mgmt
S.15 Authorize the Directors, pursuant to Section 95 of the Companies Act Mgmt
1985, to allot equity securities Section 94(2) and Section 94(3A) of
the Act for cash pursuant to the authority conferred by Resolution 7
passed at the AGM of the Company held on 15 FEB 2002, disapplying the
statutory pre-emption rights Section 89(1), provided that this
power is limited to the allotment of equity securities a) in
connection with a issue to holders of ordinary shares; and b) up to
an aggregate nominal amount of GBP 10.7 million consisting of 107
million ordinary shares of 10 pence each in the capital of the
Company; Authority expires the earlier of the conclusion of the next
AGM
Report Date: 12-Aug-05 Page 53 of 151
or 13 MAY 2006; 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.16 Authorize the Directors, pursuant to Article 45 of the Company's Mgmt
Articles of Association and in accordance with Section 166 of the
Companies Act 1985, to make market purchases Section 163 of the Act
of up to 215,540,302 ordinary shares representing 10% of the
Company's issued ordinary share capital of 10 pence each in the
capital of the Company, at a minimum price of 10 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 13 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
PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED AGENDA. IF YOU Non-Voting
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 42000 0
Report Date: 12-Aug-05 Page 54 of 151
- --------------------------------------------------------------------------------
COSMOTE MOBILE TELECOMMUNICATION S A
- --------------------------------------------------------------------------------
Security X9724G104 Meeting Type ExtraOrdinary General Meeting
Ticker Meeting Date 28-Feb-05
ISIN GRS408333003 Agenda 700640495 - Management
City ATHENS Holdings Recon Date 24-Feb-05
Country GREECE Blocking Vote Deadline Date 15-Feb-05
SEDOL(s) 4499013
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Approve the distribution of retained earnings of previous FY, EUR Mgmt For *
0.71 per share
2. Approve the distribution of interim dividend EUR 0.19 per share Mgmt For *
for FY 2004
3. Amend the Article 20 Paragraph 2 and Article 5 Paragraph 1 of Mgmt For *
the Company's Articles of the Association and approve its
codification
4. Approve the basic terms of the Agreement with OTE for the Mgmt For *
project of printing, enveloping and delivery of Cosmote's bills to
Elta for distribution Article 23a, C.L.2190.1920
5. Approve the basic terms of the Technical Support Agreement Mgmt For *
with OTE Article 23a, C.L. 2190.1920
6. Various announcements Mgmt For *
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 10500 0
Report Date: 12-Aug-05 Page 55 of 151
- --------------------------------------------------------------------------------
DBS GROUP HOLDINGS LTD
- --------------------------------------------------------------------------------
Security Y20246107 Meeting Type Annual General Meeting
Ticker Meeting Date 29-Apr-05
ISIN SG1L01001701 Agenda 700689409 - Management
City SINGAPORE Holdings Recon Date 27-Apr-05
Country SINGAPORE Vote Deadline Date 20-Apr-05
SEDOL(s) 5772014, 5783696, 6175203
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Receive the Directors' report and audited accounts for the YE Mgmt For *
31 DEC 2004 and the Auditors' report thereon
2.A Declare a final dividend of 22 cents per ordinary share, less income Mgmt For *
tax, for the YE 31 DEC 2004
2.B Declare a final dividend of 12 cents per non-voting convertible Mgmt For *
preference share, less income tax, for the YE 31 DEC 2004
2.C Declare a final dividend of 12 cents per non-voting redeemable Mgmt For *
convertible preference share, less income tax, for the YE 31 DEC
2004
3. Approve to sanction the amount of SGD 976,689 as the Directors' fees Mgmt For *
for 2004
4. Appoint Messrs. Ernst & Young as the Auditors of the Company and Mgmt For *
authorize the Directors to fix their remuneration
5.A.1 Acknowledge the retirement of Mr. Jackson Tai, Mr. Bernard Chen, Mr. Mgmt For *
Fock Siew Wah, Ms. Gail D. Fosier, Mr. C.Y. Leung, Mr. Peter Ong and
Mr. John Ross as the Directors and that Mr. Bernard Chen, Mr. Fock
Siew Wah and Ms. Gail D. Fosler are not offering themselves for
re-election
Report Date: 12-Aug-05 Page 56 of 151
5A2. Re-elect Mr. Jackson Tai as a Director, who retires under Article Mgmt For *
96 of the Company's Articles of Association
5A2. Re-elect Mr. CY Leung as a Director, who retires under Article 96 of Mgmt For *
the Company's Articles of Association
5A2. Re-elect Mr. Peter Ong as a Director, who retires under Article 96 of Mgmt For *
the Company's Articles of Association
5A2. Re-elect Mr. John Ross as a Director, who retires under Article Mgmt For *
96 of the Company's Articles of Association
5.B.1 Re-elect Mr. Ang Kong Hua as a Director, who retires under Article Mgmt For *
101 of the Company's Articles of Association
5.B.2 Re-elect Mr. Goh Geok Ling as a Director, who retires under Article Mgmt For *
101 of the Company's Articles of Association
5.B.3 Re-elect Mr. Wong Ngit Liong as a Director, who retires under Article Mgmt For *
101 of the Company's Articles of Association
5.C Acknowledge the retirement of Mr. Thean Lip Ping as a Director under Mgmt For *
Section 153(6) of the Companies Act, Chapter 5
6.A Authorize the Board of Directors of the Company to offer and grant Mgmt For *
options in accordance with the provisions of the DBSH Share Option
Plan and to allot and issue from time to time such number of ordinary
shares of SGD 1.00 each in the capital of the Company DBSH ordinary
shares as may be required to be issued pursuant to the exercise of
the options under the DBSH Share Option Plan provided that the
aggregate number of new DBSH ordinary shares to be issued pursuant
to the DBSH
Report Date: 12-Aug-05 Page 57 of 151
Share Option Plan and the DBSH Performance Share Plan shall not exceed
7.5% of the issued share capital of the Company from time to time
6.B Authorize the Board of Directors of the Company to offer and grant Mgmt For *
awards in accordance with the provisions of the DBSH Performance
Share Plan and to allot and issue from time to time such number of
DBSH ordinary shares as may be required to be issued pursuant to the
vesting of awards under the DBSH Performance Share Plan, provided
that the aggregate number of new DBSH ordinary shares to be issued
pursuant to the DBSH Performance Share Plan and the DBSH Share Option
Plan shall not exceed 7.5% of the issued share capital of the Company
from time to time
6.C Authorize the Directors of the Company to: a) i) issue shares in Mgmt For *
the capital of the Company shares whether by way of rights, bonus or
otherwise; and/or ii) make or grant offers, agreements or options
collectively, Instruments that might or would require shares to be
issued, including but not limited to the creation and issue of as
well as adjustments to warrants, debentures or other instruments
convertible into shares; at any time and upon such terms and
conditions and for such purposes and to such persons as the Directors
may in their absolute discretion deem fit; and b) issue shares in
pursuance of any Instrument made or granted by the Directors while
this resolution was in force, provided that: 1) the aggregate number
of shares to be issued pursuant to this resolution including shares
to be issued in pursuance of Instruments made or granted pursuant to
this resolution does not exceed 50% of the issued share capital of
the Company as calculated in accordance with Paragraph 2), of which
the aggregate number of shares to be issued other than on a pro rata
basis to shareholders of the Company including shares to be issued
in pursuance of Instruments made or granted pursuant to this
resolution does not exceed 20% of the issued share capital of the
Company as calculated in accordance with Paragraph 2); 2) subject
to such manner of calculation as may be prescribed by the Singapore
Exchange Securities Trading Limited SGX-ST for the purpose of
determining the aggregate number of shares that may be issued under
Paragraph 1), the percentage of issued share capital shall be based
on the issued share capital of the Company at the time this
resolution is passed, after adjusting for: i) new shares arising
from the conversion or exercise of any convertible securities or
share options or vesting of share awards which are outstanding or
subsisting at the time this resolution is passed; and ii) any
subsequent consolidation or subdivision of shares; 3) in exercising
the authority conferred by this resolution, the Company shall comply
with the provisions of the Listing Manual of the SGX-ST for the time
being in force unless such compliance has been waived by the SGX-ST
and the Articles of Association for the time being of the Company;
Authority
Report Date: 12-Aug-05 Page 58 of 151
expires at the earlier of the conclusion of the next AGM of the Company
or the date by which the next AGM of the Company is required by law
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 18500 0 13-Apr-05 13-Apr-05
Report Date: 12-Aug-05 Page 59 of 151
- --------------------------------------------------------------------------------
DBS GROUP HOLDINGS LTD
- --------------------------------------------------------------------------------
Security Y20246107 Meeting Type ExtraOrdinary General Meeting
Ticker Meeting Date 29-Apr-05
ISIN SG1L01001701 Agenda 700689411 - Management
City SINGAPORE Holdings Recon Date 27-Apr-05
Country SINGAPORE Vote Deadline Date 20-Apr-05
SEDOL(s) 5772014, 5783696, 6175203
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Authorize the Directors of DBSH, for the purposes of Sections 76C and Mgmt For *
76E of the Companies Act, Chapter 50 the "Companies Act", to
purchase or otherwise acquire issued ordinary shares of SGD 1.00 each
fully paid in the capital of DBSH "Ordinary Shares" not exceeding in
aggregate the Maximum Percentage as specified, at such price or
prices as may be determined by the Directors from time to time up to
the Maximum Price as specified, whether by way of: i) market
purchases on the Singapore Exchange Securities Trading Limited
"SGX-ST" transacted through the Central Limit Order Book trading
system and/or any other securities exchange on which the ordinary
shares may for the time being be listed and quoted "Other Exchange";
and/or ii) off-market purchases if effected otherwise than on the
SGX-ST or, as the case may be, other exchange in accordance with any
equal access schemes as may be determined or formulated by the
Directors as they consider fit, which schemes shall satisfy all the
conditions prescribed by the Companies Act, and otherwise in
accordance with all other laws and regulations and rules of the
SGX-ST or, as the case may be, other exchange as may for the time
being be applicable (the "Share Purchase Mandate"; Authority expires
earlier at the conclusion of the next AGM of DBSH or to be held by
law; and authorize the Directors of the Company and/or any of them to
complete and do all such acts and things including executing such
documents as may be required as they and/or he may consider expedient
or necessary to give effect to the transactions contemplated and/or
authorized by this resolution
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 18500 0 13-Apr-05 13-Apr-05
Report Date: 12-Aug-05 Page 60 of 151
- --------------------------------------------------------------------------------
DEUTSCHE TELEKOM AG, BONN
- --------------------------------------------------------------------------------
Security D2035M136 Meeting Type Annual General Meeting
Ticker Meeting Date 26-Apr-05
ISIN DE0005557508 Agenda 700662263 - Management
City HANNOVER Holdings Recon Date 22-Apr-05
Country GERMANY Vote Deadline Date 11-Apr-05
SEDOL(s) 4612605, 5842359, 5876529, 6344616, B01DGB0
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE IN ENGLISH AND GERMAN Non-Voting
1. Presentation of the approved annual financial statements and Mgmt For *
consolidated financial statements approved by the Supervisory Board
as of December 31, 2004, the combined management report for Deutsche
Telekom AG and the Group and the Supervisory Board's report on the
2004 financial year. ilable for inspection in the business offices of
Deutsche Telekom AG at the Company's registered office,
Friedrich-Ebert-Allee 140, 53113 Bonn, Germany, and on the Internet
at http://www.telekom.de They will also be available for
inspection during the Shareholders' Meeting.
2. Resolution on the appropriation of net income. The Board of Mgmt For *
Management and Supervisory Board propose that the net income totaling
EUR 2,881,090,240,54 be used as follows: Payment of a dividend of EUR
0,62 for each individual dividend-bearing no par value share and
carrying forward of the remaining balance to the new account. Based
on this proposed dividend, a dividend total resulting from the
dividend-bearing capital stock of 10,675,798,676,48 on the day of
publishing the annual financial statements (on February 22, 2005),
divided up into 4,170,233,858 individual no par value shares, is
2,585,544,991,96, and the retained profit brought forward is
295,545,248,58. The final amounts depend on the number of shares
carrying dividend rights issued when the vote on the resolution on
the appropriation of net income was taken. If the number of shares
carrying dividend rights decreases, the amount to be carried forward
to the new account increases accordingly. If the number of shares
carrying dividend rights increases, the amount to be carried forward
to the new account decreases accordingly. The dividend is payable on
April 28, 2005.
Report Date: 12-Aug-05 Page 61 of 151
3. Resolution regarding approval of the Board of Managements actions for Mgmt For *
the 2004 financial year. The Board of Management and the Supervisory
Board propose the approval of the Board of Managements actions for
the 2004 financial year.
4. Resolution regarding approval of the Supervisory Boards actions for Mgmt For *
the 2004 financial year. The Board of Management and the Supervisory
Board propose the approval of the Supervisory Boards actions for the
2004 financial year.
5. Resolution on the appointment of the independent auditor and the Mgmt For *
Group auditor for the 2005 financial year. The Supervisory Board
proposes that PwC Deutsche Revision Aktiengesellschaft
WirtschaftsprUfungsge setlschaft, Frankfurt am Ma in, and Ernst &
Young Deutsche AG WirtschaftsprUfungsgesellschaft, Stutt gart, be
jointly appointed as the independent auditor and Group auditor for
the 2005 financial year, subject to the provison that each auditor is
able to conduct the audit alone if the other auditor should drop out
for a reason for which the Company is not responsible.
6. Resolution authorizing the Company to purchase and use its own shares Mgmt For *
including use for exclusion of subscription rights. The Board of
Management and the Supervisory Board propose the adoption of the
following resolution: The Board of Management is authorized to
purchase a total of 419,786,533 shares in the Company by October 25,
2006, which is slightly less than 10% of the capital stock, subject
to the proviso that the shares to be purchased on the basis of this
authorization in conjunction with the other shares of the Company
which the Company has already purchased and still possesses or are to
be assigned to it under 71d and 71e AktG do not at any time account
for more than 10% of the Companys capital stock. This authorization
may be exercised as a whole or in portions. The purchase can be
carried out in partial tranches spread over various purchase dates
within the authorization period until the maximum purchase volume is
reached. The shares may also be purchased by dependent Group
companies of Deutsche Tetekom AG as defined in 17 AktG (German Stock
Corporation Act) or third parties for the account of Deutsche Tetekom
AG or for the account of the dependent Group companies of Deutsche
Telekom AG pursuant to 17 AktG.
Report Date: 12-Aug-05 Page 62 of 151
7. Election of State Secretary Volker Halsch as Member of the Mgmt For *
Supervisory Board. By order of Bonn Local Court of September 24,
2004, State Secretary Mr. Volker Halsch has been appointed a member
of the Companys Supervisory Board with effect from October f, 2004,
in lieu of Dr. Manfred Overhaus, who resigned from office with effect
from September 30, 2004, He is now to be elected as a member of the
Supervisory Board by the Share holders Meeting.
8. Election of Dr. Wolfgang Reitzle as Member of the Supervisory Board. Mgmt For *
9. Resolution on the authorization to issue convertible bonds and/or Mgmt For *
bonds with warrants (which can also each have dividend-related
interest like a participating bond) under the revocation of the
existing authorization and creation of additional contingent capital
and amendment to the Articles of Incorporation as well as the option
of excluding the subscription right. The Board of Management and the
Supen Board propose the adoption of the following resolution: a)
Authorization to issue convertible bonds and/or bonds with warrants
arid to exclude the subscription right (1) Authorization period, par
value, number of shares, term, interest The Board of Management is
authorized, with the consent of the Supervisory Board, to issue on
one or more occasions by April 25, 2010, bearer and/or registered
convertible bonds and/or bonds with warrants (herein after also
referred to as bonds having a total par value of up to 5,000,000,000
with a term of up to 30 (thirty) years and to grant to the holders or
creditors of bonds conversion or option rights for shares of
Deutsche Telekom AG representing a proportion of the capital stock
not to exceed 600,000,000, as more closely defined in the terms and
conditions for the bonds. The bonds can also have variable interest,
whereby the interest, as in a participating bond can depend partially
or completely on the amount of the Companys dividend.
10. Resolution regarding approval to conclude a control agreement with Mgmt For *
MagyarCom Holding GmbH.
11. Resolution regarding approval to conclude a control agreement with Mgmt For *
DeTeFleet Services
Report Date: 12-Aug-05 Page 63 of 151
12. Resolution regarding approval to conclude a control agreement with Mgmt For *
DFMG Holding GmbH.
13. Resolution regarding approval to conclude a control agreement with Mgmt For *
DeTe Immobilien, Deutsche Telekom lmmobilien and Service GmbH
14. Resolution regarding approval to conclude a control agreement with Mgmt For *
DeleAssekur anz - Deutsche Telekom Assekuranz-Vermittlungs
geseilschaft GmbH.
15. Resolution regarding approval to conclude a control agreement with Mgmt For *
T-Punkt Vertriebs gesellschaft GmbH.
16. Resolution regarding approval to conclude a control agreement with Mgmt For *
Deutsche Telekom Training GmbH.
17. Resolution regarding approval to conclude a control agreement with Mgmt For *
T-Systems International GmbH.
18. Resolution regarding approval to conclude a control agreement with Mgmt For *
DeTeMedien, Deutsche Telekom Medien GmbH.
19. Resolution regarding approval to conclude a control agreement with Mgmt For *
Carmen Telekommunikationsdienste GmbH
20. Resolution regarding approval to conclude a control agreement with Mgmt For *
Norma Telekommunikationsdienste GmbH.
Report Date: 12-Aug-05 Page 64 of 151
21. Resolution regarding approval to conclude a control agreement with Mgmt For *
Traviata Telekommunikationsdienste GmbH.
22. Resolution regarding approval to conclude a profit and loss Mgmt For *
transfer agreement with MagyarCom Holding GmbH.
23. Amendment of the Articles of Incorporation in line with the draft Mgmt For *
bill for the Law on Corporate Integrity and Modernization of the
Right of Avoidance (UMAG Unternehmensintegritt und Modernisierung des
Anfechtungsrechts). On November 17, 2004 the German Government
brought forward the draft bill for the Law on Corporate Integrity and
Modernization of the Right of Avoidance (UMAG.) UMAG serves, among
other things, to supplement 131(2) of the AktG, according to which
the chair of the meeting can be authorized in the Articles of
Incorporation to put a time limit on the shareholders right to speak
and ask questions. UMAG is likely to come into force after the
explanatory memorandum by the government on November 1, 2005. The
Articles of Incorporation of Deutsche Telekom AG shall be amended in
line with the future legal provisions on a timely basis prior to the
next Shareholders Meeting. The Board of Management and Supervisory
Board therefore recommend the adoption of the following amendment to
the Articles of Incorporation: 17(2) of the Articles of
Incorporation presently reads as follows: The Chairman shall run the
meeting. He shall determine the order of discussion of agenda items
as well as the manner and order of voting. A third sentence will be
added to 17(2) of the Articles of Incorporation as follows: He may
set an appropriate time limit for share holders right to speak and
ask questions; he can, in particular, appropriately determine the
length of the Shareholders Meeting and the time allotted for
discussing items on the agenda or for any individual questions or
comments. The Board of Management shall be instructed not to enter
the amendment to the Articles of Incorporation for registration at
the Commercial Register until the provisions described above
regarding the restriction of the right to speak and ask questions
enter into force in a vervion that, apart from any slight editorial
changes, substantially complies with the Bundesrats 03/05 official
document in terms of content.
PLEASE BE ADVISED THAT "DEUTSCHE TELEKOM AG" SHARES ARE ISSUED IN Non-Voting
REGISTERED FORM AND AS SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER TO
ENTITLE YOU TO VOTE. THANK YOU
Report Date: 12-Aug-05 Page 65 of 151
PLEASE NOTE THAT THIS IS AN OGM. THANK YOU Non-Voting
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM AND UNLESS Non-Voting
THE MEETING IS CONCLUDED, THERE WILL BE A SECOND CALL ON 27 APR 2005.
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL
CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 13000 0 18-Mar-05 18-Mar-05
Report Date: 12-Aug-05 Page 66 of 151
- --------------------------------------------------------------------------------
DIAGEO PLC
- --------------------------------------------------------------------------------
Security G42089113 Meeting Type Annual General Meeting
Ticker Meeting Date 20-Oct-04
ISIN GB0002374006 Agenda 700594270 - Management
City LONDON Holdings Recon Date 18-Oct-04
Country UNITED KINGDOM Vote Deadline Date 12-Oct-04
SEDOL(s) 0237400, 5399736, 5409345, 5460494
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Receive the Directors and the Auditors reports and the accounts for Mgmt For *
the YE 30 JUN 2004
2. Approve the Directors remuneration report for the YE 30 JUN 2004 Mgmt For *
3. Declare a final dividend on the ordinary shares Mgmt For *
4. Re-elect Lord Hollick of Notting Hill as a Director, who retires by Mgmt For *
rotation
5. Re-elect Mr. N.C. Rose as a Director, who retires by rotation Mgmt For *
6. Re-elect Mr. P.A. Walker as a Director, who retires by rotation Mgmt For *
7. Elect Mr. H.T. Stitzer as a Director Mgmt For *
8. Elect Mr. J.R. Symonds as a Director Mgmt For *
Report Date: 12-Aug-05 Page 67 of 151
9. Re-appoint KPMG Audit PLC as the Auditor of the Company until the Mgmt For *
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 by Paragraph Mgmt For *
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 of the Company Mgmt For *
S.12 Authorize the Company to make market purchases Section 163 of the Mgmt For *
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 ormay be executed wholly or partly after such expiry
13. Amend the Diageo Long Term Incentive Plan in accordance with the Mgmt For *
schedule of amendments produced to the meeting, subject to the
passing of Resolution 11
14. Authorize the Board to amend the Diageo Executive Share Option Plan Mgmt For *
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 with the Mgmt For *
schedule of amendments produced to the meeting, subject to the
passing of Resolution 11
Report Date: 12-Aug-05 Page 68 of 151
16. Authorize the Board to amend the Diageo 2001 Share Incentive Plan in Mgmt For *
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 Scheme 2000 in Mgmt For *
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 Irish Sharesave Mgmt For *
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 accordance with the Mgmt For *
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
* Management position unknown
- --------------------------------------------------------------------------
Ballot Shares
Account Number Custodian Shares On Loan Vote Date Date Confirmed
- --------------------------------------------------------------------------
VV6A 50P 0 0 04-Oct-04 04-Oct-04
Report Date: 12-Aug-05 Page 69 of 151
- --------------------------------------------------------------------------------
E.ON AKTIENGESELLSCHAFT EON, DUESSELDORF
- --------------------------------------------------------------------------------
Security D24909109 Meeting Type Ordinary General Meeting
Ticker Meeting Date 27-Apr-05
ISIN DE0007614406 Agenda 700661184 - Management
City ESSEN Holdings Recon Date 25-Apr-05
Country GERMANY Blocking Vote Deadline Date 13-Apr-05
SEDOL(s) 4942904, 4943190, 4943208, 4943219, 5009693, 7158515
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Receive the financial statements and annual report for the 2004 FY Mgmt For *
with the report of the Supervisory Board, the Group financial
statements and the Group annual report
2. Approve the appropriation of the distributable profit of EUR Mgmt For *
1,549,010,497.05 as follows: payment of a dividend of EUR 2.35 per
no-par share ex-dividend and payable date: 28 APR 2005
3. Ratify the acts of the Board of Managing Directors Mgmt For *
4. Ratify the acts of the Supervisory Board Mgmt For *
5. Authorize the Board of Managing Directors, with the consent of the Mgmt For *
Supervisory Board, to increase the Company's share capital by up to
EUR 540,000,000 through the issue of new bearer no-par shares
against payment in cash and/or kind, on or before 27 APR 2010;
shareholders shall be granted subscription rights for a capital
increase against payment in cash; shareholders subscription rights
may be excluded for residual amounts, for the granting of such
rights to bond holders, for a capital increase of up to 10% of the
share capital if the new shares are issued at a price not materially
below their market price, and for the issue of shares to employees
of the Company and its affiliates, or against payment in kind; and
amend the corresponding Articles of Association
Report Date: 12-Aug-05 Page 70 of 151
6. Authorize the Board of Managing Directors: to acquire shares of the Mgmt For *
Company of up to 10% of its share capital, on or before 27 OCT 2006;
the shares may be acquired through the stock exchange at a price
neither more than 10% above nor more than 20% below the market price
of the shares, by way of a public repurchase offer to all
shareholders or by means of a public offer for the exchange of
liquid shares which are admitted to trading on an organized market
at a price not differing more than 20% from the market price of the
shares, and by using derivatives in the form of call or put options
if the exercise price is neither more than 10% above nor more than
20% below the market price of the shares; to dispose of the shares
in a manner other than the stock exchange or a rights offering if
the shares are sold at a price not materially below their market
price, used for acquisition purposes or for satisfying existing
option and conversion rights, or issued to the Company's and its
affiliates employees; the shares may also be retired
7. Approve the Control and Profit Transfer Agreement with the Company's Mgmt For *
wholly-owned E.ON Finanzanlagen GmbH, effective retroactively from
02 FEB 2005, until at least 31 DEC 2010
8. Approve that, from the 2005 FY, the Members of the Supervisory Board Mgmt For *
shall receive a fixed annual remuneration of EUR 55,000, a variable
remuneration of EUR 115 for every EUR 0.01 of the dividend payment
per share in excess of EUR 0.10, and an additional variable
remuneration of EUR 70 for every EUR 0.01 of the earnings per share
in excess of EUR 2.30; and amend the corresponding Articles of
Association
9. Amend the Articles of Association in connection with the Law on Mgmt For *
Corporate Integrity and the modernization of the right to set aside
resolutions of shareholders meetings UMAG, as follows: Section 15,
regarding shareholders' meetings being convened no later than 30
days prior to the day by which shareholders are required to register
to attend the shareholders meeting; Section 18, regarding
shareholders intending to attend the shareholders meeting being
obliged to register at least 7 days prior to the shareholders
meeting and to provide a proof in German or English of their
entitlement to attend the shareholders meeting or to exercise their
voting rights
10. Appoint PWC Deutsche Revision AG as the Auditors for the FY 2005 ors Mgmt For *
for the year 2005
Report Date: 12-Aug-05 Page 71 of 151
PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting
COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS MEETING. A LINK TO THE Non-Voting
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.
* Management position unknown
- --------------------------------------------------------------------------
Ballot Shares
Account Number Custodian Shares On Loan Vote Date Date Confirmed
- --------------------------------------------------------------------------
VV6A 50P 3000 0 18-Mar-05 18-Mar-05
Report Date: 12-Aug-05 Page 72 of 151
- --------------------------------------------------------------------------------
ING GROEP NV
- --------------------------------------------------------------------------------
Security N4578E413 Meeting Type Annual General Meeting
Ticker Meeting Date 26-Apr-05
ISIN NL0000303600 Agenda 700661146 - Management
City THE HAGUE Holdings Recon Date 30-Mar-05
Country NETHERLANDS Blocking Vote Deadline Date 12-Apr-05
SEDOL(s) 7154160, 7154182, 7159176
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING AT THIS GENERAL Non-Voting
MEETING ARE RELAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE
REGISTRATION DATE SET ON 19 APR 2005. SHARES CAN BE TRADED
THEREAFTER. THANK YOU
PLEASE NOTE THAT THIS IS AN OGM. THANK YOU Non-Voting
1. Opening and announcements Mgmt For *
2.A Receive the report of Board of Management and the Supervisory Mgmt For *
Board for 2004
2.b Approve the profit retention and Distribution Policy Mgmt For *
3.a Approve the annual accounts for 2004 Mgmt For *
3.b Approve the dividend for 2004 Mgmt For *
Report Date: 12-Aug-05 Page 73 of 151
4.a Grant discharge to the Board of management Mgmt For *
4.b Grant discharge to the Supervisory Board Mgmt For *
5. Approve the Corporate Governance Mgmt For *
6.a Re-appoint the Member of the Supervisory Board Mgmt For *
6.b Re-appoint the Member of the Supervisory Board Mgmt For *
6.c Appoint the Member of the Supervisory Board Mgmt For *
6.d Appoint the Member of the Supervisory Board Mgmt For *
7. Approve the maximum number of stock options and performance shares Mgmt For *
to be granted to the Members of the Board of Management
8.a Grant authority to issue the ordinary shares Mgmt For *
8.b Grant authority to issue Preference B Shares Mgmt For *
Report Date: 12-Aug-05 Page 74 of 151
9. Grant authority to acquire certificates of shares in its own Mgmt For *
capital
10. Any other business and closure Other Abstain *
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 10400 0 17-Mar-05 17-Mar-05
Report Date: 12-Aug-05 Page 75 of 151
- --------------------------------------------------------------------------------
ING GROEP NV
- --------------------------------------------------------------------------------
Security N4578E413 Meeting Type Annual General Meeting
Ticker Meeting Date 26-Apr-05
ISIN NL0000303600 Agenda 700664635 - Management
City THE HAGUE Holdings Recon Date 19-Apr-05
Country NETHERLANDS Blocking Vote Deadline Date 12-Apr-05
SEDOL(s) 7154160, 7154182, 7159176
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING 208716 DUE TO Non-Voting
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 THAT BLOCKING CONDITIONS ARE RELAXED. BLOCKING IS LIMITED Non-Voting
TO THE PERIOD BETWEEN THE CUT-OFF DATE SET ON 13 APR 2005 AND ONE
DAY FOLLOWING THE REGISTRATION DATE SET ON 19 APR 2005. VOTE
INSTRUCTIONS RECEIVED AFTER THE CUT-OFF DATE ARE CONSIDERED LATE.
LATE VOTES ARE PROCESSED ON A BEST EFFORT BASIS. SHARE BLOCKING IS
APPLIED TO LATE VOTES BEGINNING ON RECEIPT DATE OF VOTE INSTRUCTIONS
THROUGH THE DAY FOLLOWING REGISTRATION DATE. THANK YOU.
1. Opening remarks and announcements Non-Voting
2.A Reports of the Executive Board and the Supervisory Board for 2004 Non-Voting
2.B Profit retention and distribution policy Non-Voting
3.A Annual Accounts for 2004 Mgmt For *
Report Date: 12-Aug-05 Page 76 of 151
3.B For 2004, a total dividend of EUR 1.07 per (depositary receipt for Mgmt For *
an) ordinary share will be proposed to the Annual General Meeting of
Shareholders. Taking into account the interim dividend of EUR 0.49
made payable in September 2004, the final dividend will amount to EUR
0.58 per (depositary receipt for an) ordinary share. Reference is
also made to page 143 of the Annual Report 2004
4.A Discharge of the Executive Board in respect of the duties performed Mgmt For *
during the year 2004
4.B Discharge of the Supervisory Board in respect of the duties performed Mgmt For *
during the year 2004
5.A With a view to the Dutch Corporate Governance Code, the General Mgmt For *
Meeting of Shareholders is invited to discuss and approve the
implementation of the Code by the Company as described in the
document 'The Dutch Corporate Governance Code - ING's implementation
of the Tabaksblat Code for good corporate governance'
5.B With reference to article 19, paragraph 1 of the Articles of Non-Voting
Association, the General Meeting of Shareholders is invited to
discuss the profile of the Executive Board, as it was drawn up by the
Supervisory Board
5.C With reference to article 25, paragraph 1 of the Articles of Non-Voting
Association, the General Meeting of Shareholders is invited to
discuss the profile of the Supervisory Board, as it was drawn up by
the Supervisory Board. In comparison with the present profile of the
Supervisory Board, the changes involve only rephrasings and no
material changes
6.A Reappointment of Luella Gross Goldberg Mgmt For *
Report Date: 12-Aug-05 Page 77 of 151
6.B Reappointment of Godfried van der Lugt Mgmt For *
6.C Appointment of Jan Hommen Mgmt For *
6.D Appointment of Christine Lagarde Mgmt For *
7. It is proposed to approve that the maximum number of stock options Mgmt For *
and performance shares to be granted to the members of the Executive
Board for 2004 will be 374,700 stock options and 136,200 performance
shares
8.A It is proposed that the Executive Board be appointed as the corporate Mgmt For *
body that will be authorised, upon approval of the Supervisory
Board, to issue ordinary shares, to grant the right to take up
shares and to restrict or exclude preferential rights of
shareholders. This authority applies to the period ending on 26
October 2006 (subject to extension by the General Meeting of
Shareholders): (I) for a total of 220,000,000 ordinary shares, plus
(II) for a total of 220,000,000 ordinary shares, only if these
shares are issued in connection with the take-over of a business or
company
8.B It is proposed that the Executive Board be appointed as the corporate Mgmt For *
body that will be authorised, upon approval of the Supervisory
Board, to issue preference B shares and to grant the right to take
up shares with or without preferential rights of shareholders. This
authority applies to the period ending on 26 October 2006 (subject to
extension by the General Meeting of Shareholders) for 10,000,000
preference B shares with a nominal value of EUR 0.24 each, provided
these are issued for a price per share that is not below the highest
price per depositary receipt for an ordinary share, listed on the
Euronext Amsterdam Stock Exchange, on the date preceding the date on
which the issue of preference B shares of the relevant series is
announced. This authorisation will only be used if and when ING
Groep N.V. is obliged to convert the ING Perpetuals III into shares
pursuant to the conditions of the ING Perpetuals III
Report Date: 12-Aug-05 Page 78 of 151
9. It is proposed that the Executive Board be authorised for a period of Mgmt For *
eighteen months as from 26 April 2005, to acquire by any means, fully
paid-up shares in the capital of the company or depositary receipts
for such shares, up to the limit imposed by the law and by the
Articles of Association at a price which is not lower than the
nominal value of the shares and not higher than the highest price at
which the depositary receipts for the company's shares of the same
type are traded on the Euronext Amsterdam Stock Market on the date on
which the purchase contract is signed
10. Any other business and conclusion Non-Voting
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 10400 0 19-Mar-05 19-Mar-05
Report Date: 12-Aug-05 Page 79 of 151
- --------------------------------------------------------------------------------
LEGAL & GENERAL GROUP PLC
- --------------------------------------------------------------------------------
Security G54404127 Meeting Type Annual General Meeting
Ticker Meeting Date 27-Apr-05
ISIN GB0005603997 Agenda 700671248 - Management
City LONDON Holdings Recon Date 25-Apr-05
Country UNITED KINGDOM Vote Deadline Date 18-Apr-05
SEDOL(s) 0560399
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Receive the report and the accounts for the YE 31 DEC 2004 Mgmt For *
2. Declare a final dividend of 3.45p per ordinary share Mgmt For *
3. Re-elect Mr. T.J. Breedon as a Director, who retires by rotation Mgmt For *
4. Re-elect Mr. F.A. Heaton as a Director, who retires by rotation Mgmt For *
5. Re-elect Mr. R.J. Margetts CBE as a Director, who retires by Mgmt For *
rotation
6. Re-elect Mr. H.E. Staunton as a Director, who retires in accordance Mgmt For *
with Article 86
7. Re-elect Sir. David Walker as a Director, who retires by rotation Mgmt For *
8. Re-appoint PricewaterhouseCoopers LLP as the Auditors of the Company Mgmt For *
until the conclusion of the next general meeting at which accounts
are laid
Report Date: 12-Aug-05 Page 80 of 151
9. Authorize the Directors to determine the Auditors' remuneration Mgmt For *
10. Approve the Directors' report on remuneration and the accounts Mgmt For *
11. Authorize the Directors, pursuant to Section 80 of the Companies Act Mgmt For *
1985, to allot relevant securities Section 80 of the Act up to an
aggregate nominal amount of GBP 8,132,449 5% of the issued share
capital of the Company; Authority expires the earlier of the next
AGM of the Company in 2006 or 30 JUN 2006; and the Company may make
allotments during the relevant period which may be exercised after
the relevant period
S.12 Authorize the Directors, subject to the passing of Resolution 11 and Mgmt For *
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 11, disapplying the statutory pre-emption
rights Section 89(1), provided that this power is limited to the
allotment of equity securities: a) in connection with a rights
issue in favor of ordinary shareholders; b) up to an aggregate
nominal amount of GBP 8,132,449 5% of the issued share capital;
Authority expires the earlier of the conclusion of the next AGM of
the Company in 2006 or 30 JUN 2006; and the Directors may allot
equity securities after the expiry of this authority in pursuance
of such an offer or agreement made prior to such expiry
S.13 Authorize the Company, pursuant to Article 7 of the Articles of Mgmt For *
Association of the Company and for the purpose of Section 166 of the
Companies Act 1985, to make market purchases of any of its ordinary
shares of up to 325,297,974 ordinary shares 5% of the issued share
capital of the Company, at a minimum price of 2.5p 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 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
Report Date: 12-Aug-05 Page 81 of 151
S.14 Amend the Articles of Association of the Company in substitution Mgmt For *
* Management position unknown
- --------------------------------------------------------------------------
Ballot Shares
Account Number Custodian Shares On Loan Vote Date Date Confirmed
- --------------------------------------------------------------------------
VV6A 50P 90000 0 29-Mar-05 29-Mar-05
Report Date: 12-Aug-05 Page 82 of 151
- --------------------------------------------------------------------------------
MEDIASET SPA
- --------------------------------------------------------------------------------
Security T6688Q107 Meeting Type Ordinary General Meeting
Ticker Meeting Date 27-Apr-05
ISIN IT0001063210 Agenda 700677202 - Management
City COLOGNO MONZESE Holdings Recon Date 22-Apr-05
Country ITALY Blocking Vote Deadline Date 14-Apr-05
SEDOL(s) 5077946, 5474774
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE Non-Voting
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 balance sheet Mgmt For *
report as of 31 DEC 2004, the Board of Directors' Management report,
Internal Auditors' report; resolutions related
2. Authorize the Board of Directors to buy and sell own shares; Mgmt For *
consequent resolutions
3. Appoint External Auditors in order to audit the balance sheet Mgmt For *
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; and approve to Mgmt For *
state their emoluments
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 19700 0 02-Apr-05 02-Apr-05
Report Date: 12-Aug-05 Page 83 of 151
- --------------------------------------------------------------------------------
NESTLE SA, CHAM UND VEVEY
- --------------------------------------------------------------------------------
Security H57312466 Meeting Type Annual General Meeting
Ticker Meeting Date 14-Apr-05
ISIN CH0012056047 Agenda 700627194 - Management
City LAUSANNE Holdings Recon Date 17-Mar-05
Country SWITZERLAND Blocking Vote Deadline Date 08-Mar-05
SEDOL(s) 3056044, 7123870
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- --------------------------------------------------------------------------------------------------------------------
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE Registration
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
THE PRACTICE OF SHARE BLOCKING VARIES WIDELY IN THIS MARKET. PLEASE Non-Voting
CONTACT YOUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING
INFORMATION FOR YOUR ACCOUNTS
PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITIONAL COMMENT. IF YOU Non-Voting
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 737 0
Report Date: 12-Aug-05 Page 84 of 151
- --------------------------------------------------------------------------------
NESTLE SA, CHAM UND VEVEY
- --------------------------------------------------------------------------------
Security H57312466 Meeting Type Ordinary General Meeting
Ticker Meeting Date 14-Apr-05
ISIN CH0012056047 Agenda 700663188 - Management
City LAUSANNE Holdings Recon Date 24-Mar-05
Country SWITZERLAND Blocking Vote Deadline Date 30-Mar-05
SEDOL(s) 3056044, 7123870
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- --------------------------------------------------------------------------------------------------------------------
1. Approval the annual report and the annual accounts of Nestle S.A. and Mgmt For *
the Nestle Group; acknowledge the reports of the Auditors
2. Grant discharge to the Board of Directors and the Management Mgmt For *
3. Approve the decision on the appropriation of profit, resulting Mgmt For *
from the balance sheet of Nestle S.A.
4.a Amend the Article 24 Paragraph 1 of the Articles of Association, Mgmt For *
regarding organization of the Board of Directors
4.b Amend the Article 23 Paragraphs 1 and 2 of the Articles of Mgmt For *
Association, regarding term of the office and election of the Board
of Directors
4.c Amend the Article 20 of the Articles of Association, regarding right Mgmt For *
of shareholders to the complete the agenda
5. Elect the Board of Directors Mgmt For *
Report Date: 12-Aug-05 Page 85 of 151
6. Elect the Auditors Mgmt For *
PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE SENT UNDER Non-Voting
MEETING 212608, 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 IN THIS MARKET. PLEASE Non-Voting
CONTACT YOUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING
INFORMATION FOR YOUR ACCOUNTS
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 737 0 18-Mar-05 18-Mar-05
Report Date: 12-Aug-05 Page 86 of 151
- --------------------------------------------------------------------------------
NOVARTIS AG, BASEL
- --------------------------------------------------------------------------------
Security H5820Q150 Meeting Type Annual General Meeting
Ticker Meeting Date 01-Mar-05
ISIN CH0012005267 Agenda 700626875 - Management
City TBA Holdings Recon Date 28-Jan-05
Country SWITZERLAND Blocking Vote Deadline Date 24-Jan-05
SEDOL(s) 7103065
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- --------------------------------------------------------------------------------------------------------------------
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE Registration For *
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
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 7800 0 07-Jan-05 07-Jan-05
Report Date: 12-Aug-05 Page 87 of 151
- --------------------------------------------------------------------------------
NOVARTIS AG, BASEL
- --------------------------------------------------------------------------------
Security H5820Q150 Meeting Type Annual General Meeting
Ticker Meeting Date 01-Mar-05
ISIN CH0012005267 Agenda 700636799 - Management
City BASEL Holdings Recon Date 18-Feb-05
Country SWITZERLAND Blocking Vote Deadline Date 14-Feb-05
SEDOL(s) 7103065
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Approve the annual report, the financial statements of Novartis AG Mgmt For *
and the Group consolidated financial statements for the year 2004
2. Approve the activities of the Board of Directors Mgmt For *
3. Approve the appropriation of available earnings of Novartis AG as Mgmt For *
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, from CHF Mgmt For *
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 a fifth share Mgmt For *
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
Report Date: 12-Aug-05 Page 88 of 151
6.1 Re-elect Dr. H.C. Birgit Breuel as a Board of Director for a two- Mgmt For *
year term
6.2 Re-elect Prof. Dr. Peter Burckhardt as a Board of Director for a Mgmt For *
three-year term each
6.3 Re-elect Mr. Alexandre F. Jetzer as a Board of Director for a Mgmt For *
three-year term each
6.4 Re-elect Mr. Pierre Landolt as a Board of Director for a three- Mgmt For *
year term each
6.5 Re-elect Prof. Dr. Ulrich Lehner as a Board of Director for a Mgmt For *
three-year term each
7. Appoint PricewaterhouseCoopers AG, as the Auditors and the Group Mgmt For *
Auditors, for a further year
THE PRACTICE OF SHARE BLOCKING VARIES WIDELY IN THIS MARKET. PLEASE Non-Voting
CONTACT YOUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING
INFORMATION FOR YOUR ACCOUNTS
PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE SENT Non-Voting
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
* Management position unknown
Report Date: 12-Aug-05 Page 89 of 151
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 7800 0
Report Date: 12-Aug-05 Page 9O of 151
- --------------------------------------------------------------------------------
OTP BANK LTD
- --------------------------------------------------------------------------------
Security X60746116 Meeting Type Annual General Meeting
Ticker Meeting Date 29-Apr-05
ISIN USX607461166 Agenda 700699955 - Management
City BUDAPEST Holdings Recon Date 07-Apr-05
Country HUNGARY Vote Deadline Date 21-Apr-05
SEDOL(s) 4678704, B0336H4
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED Non-Voting
POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE
YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. SHOULD YOU HAVE ANY QUESTIONS,
PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE AT ADP. THANK YOU.
MULTIPLE BENEFICAL OWNER INFORMATION NOTE: "MARKET RULES REQUIRE ADP Non-Voting
TO DISCLOSE BENEFICIAL OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE
THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE
POSITION TO YOUR ADP CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION
IS REQUIRED IN ORDER FOR ADP TO LODGE YOUR VOTE.
PLEASE NOTE THAT THE PARTICIPATION IN THE GENERAL MEETING AND Non-Voting
EXERCISING THE RIGHT TO VOTE ARE SUBJECT TO THE FOLLOWING: THE
HOLDERS OF SHARES SHALL BE EFFECTIVELY ENTERED IN THE COMPANY'S
SHARE REGISTER; AND THE VOTING RIGHT RELATING TO THE OWNERSHIP OF THE
SHARES SHALL NOT VIOLATE THE PROVISIONS OF THE BY-LAWS, WHICH
CIRCUMSTANCE SHALL BE VERIFIED THROUGH MONITORING BY THE COMPANY
FOLLOWING THE DEPOSIT OF SHARES OR THE RECEIPT OF NOTIFICATION FROM
KELER. THANK YOU.
Report Date: 12-Aug-05 Page 91 of 151
1. Approve: the report by the Board of Directors concerning the Mgmt For *
Company's 2004 business activities; the acceptance of the 2004
financial reports non consolidated and consolidated prepared
according to the HAR; the decision on the distribution of after tax
profits
2. Approve the reports of the Supervisory Board concerning its activity Mgmt For *
in 2004 and the 2004 financial reports non consolidated and
consolidated prepared according to the HAR and the distribution of
after tax profits
3. Approve the report of the Bank's Auditor concerning the results of Mgmt For *
the audit of the 2004 financial reports non consolidated and
consolidated prepared according to the HAR
4. Approve the report of the Board of Directors on the Bank's Business Mgmt For *
Policy for 2005
5. Elect the Company's Auditor and approve the appointment of the Mgmt For *
official responsible for auditing and setting the remuneration
6. Elect the Members of the Supervisory Board Mgmt For *
7. Approve the remuneration of the Members of the Board of Directors and Mgmt For *
the Supervisory Board
8. Approve the modification of the rules of the Supervisory board Mgmt For *
9. Approve the Management share option programme for the years from 2005 Mgmt For *
to 2009
Report Date: 12-Aug-05 Page 92 of 151
10. Amend the points 5.16, 13.17, 13.18 of the By-Laws the amendments of Mgmt For *
the By-Laws requires 3/4th majority of votes
11. Authorize the Board of Directors to acquire own shares Mgmt For *
* Management position unknown
- --------------------------------------------------------------------------
Ballot Shares
Account Number Custodian Shares On Loan Vote Date Date Confirmed
- --------------------------------------------------------------------------
VV6A 50P 2436 0 22-Apr-05 22-Apr-05
Report Date: 12-Aug-05 Page 93 of 151
- --------------------------------------------------------------------------------
ROCHE HLDG LTD
- --------------------------------------------------------------------------------
Security H69293217 Meeting Type Annual General Meeting
Ticker Meeting Date 28-Feb-05
ISIN CH0012032048 Agenda 700643237 - Management
City BASEL Holdings Recon Date 24-Feb-05
Country SWITZERLAND Vote Deadline Date 15-Feb-05
SEDOL(s) 7110388, 7119158, 7618086
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
THE PRACTICE OF SHARE BLOCKING VARIES WIDELY IN THIS MARKET. PLEASE Non-Voting
CONTACT YOUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING
INFORMATION FOR YOUR ACCOUNTS
PLEASE NOTE THAT THESE SHARES HAVE NO VOTING RIGHTS, SHOULD YOU WISH Non-Voting
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 and the consolidated Non-Voting
financial statements for 2004
2. Ratify the actions taken by Board of Directors' Members in 2004 Non-Voting
3. Approve the distribution of an ordinary divided of CHF 2.00 gross per Non-Voting
share and non-voting equity security
4.1 Re-elect Prof. John Bell as a Director for a term of 4 years as Non-Voting
provided by the Articles of Association
4.2 Re-elect Mr. Andre Hoffmann as a Director for a term of 4 years as Non-Voting
provided by the Articles of Association
Report Date: 12-Aug-05 Page 94 of 151
4.3 Re-elect Dr. Franz B. Humer as a Director for a term of 4 years as Non-Voting
provided by the Articles of Association
5. Re-elect KPMG Klynveld Peat Marwick Goerdeler SA as the Statutory Non-Voting
and the Group Auditors for the FY 2005
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 3878 0 16-Feb-05 16-Feb-05
Report Date: 12-Aug-05 Page 95 of 151
- --------------------------------------------------------------------------------
SANOFI-AVENTIS
- --------------------------------------------------------------------------------
Security F5548N101 Meeting Type ExtraOrdinary General Meeting
Ticker Meeting Date 23-Dec-04
ISIN FR0000120578 Agenda 700619351 - Management
City PARIS Holdings Recon Date 21-Dec-04
Country FRANCE Blocking Vote Deadline Date 09-Dec-04
SEDOL(s) 5671735, 5696589, 7166239
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
* PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE Non-Voting
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 Aventis by Mgmt For *
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-overof 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 the realization of the Mgmt For *
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; fund other reserves and provisions to
charge all fees, expenses and right
Report Date: 12-Aug-05 Page 96 of 151
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 the Aventis Mgmt For *
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 all the obligations Mgmt For *
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-Mergeris 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 realized on 31 Mgmt For *
DEC 2004, and that consequently, Aventis shall be dissolved without
liquidation on 31 DEC 2004
6. Amend the Articles of Association as follows: Article 6 (share Mgmt For *
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 the share capital, by Mgmt For *
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
Report Date: 12-Aug-05 Page 97 of 151
Sanofi-Aventis employees free shares or other securities giving
access to the capital, in addition to shares to be subscribed
bycash; 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 extract of the Mgmt For *
minutes of the present in order to accomplish all deposits and
publications which are prescribed by law
* A Verification Period exists in France. Please see Non-Voting
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
Report Date: 12-Aug-05 Page 98 of 151
* PLEASE NOTE THAT THE MEETING HELD ON 13 DEC 2004 HAS BEEN POSTPONED Non-Voting
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.
* Management position unknown
- --------------------------------------------------------------------------
Ballot Shares
Account Number Custodian Shares On Loan Vote Date Date Confirmed
- --------------------------------------------------------------------------
VV6A 50P 5400 0 30-Nov-04 30-Nov-04
Report Date: 12-Aug-05 Page 99 of 151
- --------------------------------------------------------------------------------
SCOTTISH & NEWCASTLE PLC
- --------------------------------------------------------------------------------
Security G79269117 Meeting Type Annual General Meeting
Ticker Meeting Date 28-Apr-05
ISIN GB0007839698 Agenda 700675828 - Management
City EDINBURGH Holdings Recon Date 26-Apr-05
Country UNITED KINGDOM Vote Deadline Date 19-Apr-05
SEDOL(s) 0783969, 4783738, 5848034
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Adopt the report of the Directors and the accounts for the year to Mgmt For *
2. Adopt the Directors' remuneration report Mgmt For *
3. Declare a dividend Mgmt For *
4. Re-appoint Dr. N.C. Bain as a Director Mgmt For *
5. Re-appoint Sir Ian Robinson as a Director Mgmt For *
6. Re-appoint Mr. H.V.L Therman as a Director Mgmt For *
7. Re-appoint Ernst & Young LLP as the Auditors Mgmt For *
8. Authorize the Board to set the remuneration of the Auditors Mgmt For *
Report Date: 12-Aug-05 Page 100 of 151
9. Approve that, in substitution for all exiting authorities, the Mgmt For *
authority conferred on the Directors by the Article 11 (C) (1) of
the Company's Articles of Association in relation to the allotment
of relevant securities up to a nominal amount, as specified as the
Section 80 amount, be exercisable for the period ending on the date
of the next AGM or on 27 JUL 2006, whichever is the earlier, and for
such period the Section 80 Amount shall be GBP 34,000,000
S.10 Approve that, subject to the passing of Resolution 9, the power Mgmt For *
conferred on the Directors by Article 11(C)(2) of the Company's
Articles of Association in relation to the allotment of equity
securities wholly for cash in connection with a rights issue, and
also up to a nominal amount, specified as the Section 8 9 Amount, be
exercisable for the period ending on the date of the next AGM or on
27 JUL 2006, which ever is the earlier, and for such period the
Section 89 Amount be GBP 8,900,000; the sale of treasury shares for
cash shall be treated as an allotment of equity securities for the
purpose of Article 11(C)(2) and the disapplication of pre-emption
rights in this Resolution 10 shall extend to sale of treasury shares
for cash
S.11 Authorize the Company, for the purpose of Section 166 of the Mgmt For *
Companies Act 1985, to make market purchases Section 163 of that Act
of up to 89,000,000 ordinary shares of 20p each in the capital of
the Company, at a minimum price equal to the nominal value and not
more than 105% of the average of the middle market quotations of the
Company's 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 next AGM of the Company or 27
JUL 2006; in relation to the purchase of shares the contract for
which was concluded before the expiring of such authority and which
may be executed wholly or partly after such expiry unless such
authority is renewed prior to such time
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 29800 0 01-Apr-05 01-Apr-05
Report Date: 12-Aug-05 Page 101 of 151
- --------------------------------------------------------------------------------
SHOWA SHELL SEKIYU KK
- --------------------------------------------------------------------------------
Security J75390104 Meeting Type Annual General Meeting
Ticker Meeting Date 30-Mar-05
ISIN JP3366800005 Agenda 700659468 - Management
City MINATO-KU,TOKYO Holdings Recon Date 31-Dec-04
Country JAPAN Vote Deadline Date 17-Mar-05
SEDOL(s) 5876110, 6805544
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Approve the Proposed Appropriation of Profit for the 93rd Period; Mgmt For *
2.1 Elect Mr. Haruyuki Niimi as a Director Mgmt For *
2.2 Elect Mr. John S. Mills as a Director Mgmt For *
2.3 Elect Mr. Masayoshi Satake as a Director Mgmt For *
2.4 Elect Mr. Roy D. Waight as a Director Mgmt For *
2.5 Elect Mr. Shigeya Kato as a Director Mgmt For *
2.6 Elect Mr. Yasuo Murayama as a Director Mgmt For *
2.7 Elect Mr. H.K.Lim as a Director Mgmt For *
Report Date: 12-Aug-05 Page 102 of 151
2.8 Elect Mr. Yoshihiko Miyauchi as a Director Mgmt For *
2.9 Elect Mr. Mohammad S Alshammari as a Director Mgmt For *
3. Elect Ms. Takako Mori as a Auditor Mgmt For *
4. Elect Mr. Takuu Kimura as a Auditor Substitute Mgmt For *
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 20000 0 16-Mar-05 16-Mar-05
Report Date: 12-Aug-05 Page 103 of 151
- --------------------------------------------------------------------------------
SODEXHO ALLIANCE SA, MONTIGNY-LE-BRETONNEUX
- --------------------------------------------------------------------------------
Security F84941123 Meeting Type Ordinary General Meeting
Ticker Meeting Date 08-Feb-05
ISIN FR0000121220 Agenda 700631888 - Management
City PARIS Holdings Recon Date 04-Feb-05
Country FRANCE Blocking Vote Deadline Date 25-Jan-05
SEDOL(s) 4818306, 5798355, 7062713, 7165504
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Acknowledge the reports of the Board of Directors and the Auditors Mgmt For *
and approve the financial statements for the 2003-2004 FY, as well as
the consolidated financial statements, showing a net profit Group
share of EUR 183,000,000.00; and grant permanent discharge to the
Directors for the performance of their duties during the said FY
2. Approve the appropriation of the: profits for the FY of EUR Mgmt For *
87,490,294.00, increased by the prior retained earnings of EUR
686,229,882.35 total: EUR 773,720 ,176.35 as follows: legal reserve:
EUR 1,939.00; global dividend: EUR 111,318,489.10; carry forward
account: EUR 662,399,748.25 and the shareholders will receive a net
dividend of EUR 0.70 per share; this dividend will be paid on 04 MAR
2005 in accordance with the provisions of the law
3. Acknowledge the special report of the Auditors on the related-party Mgmt For *
agreements governed by Article L.225-38 of the French Commercial Law
and approve these agreements
4. Authorize the Board of Directors to trade the Company's shares on the Mgmt For *
stock exchange, notably in view of adjusting their price as per the
following conditions: maximum purchase price: EUR 40.00, maximum
number of shares to be traded: 10% of the Company capital; Authority
expires at the end of 18 months; to take all necessary measures and
accomplish all necessary formalities; the present delegation cancels
and replaces the delegation given in Resolution Number 4 at the OGM
of 03 FEB 2004
Report Date: 12-Aug-05 Page 104 of 151
5. Approve to renew the term of office of Mr. Paul Jeanbart as a Mgmt For *
Director for a period of 3 years
6. Approve to renew the term of office of Mr. Francois Perigot as a Mgmt For *
Director for a period of 3 years
7. Approve to renew the term of office of Mr. Mark Tompkins as a Mgmt For *
Director for a period of 3 years
8. Appoint Mrs. Patricia Bellinger as a Director for a period of 3 Mgmt For *
years
9. Appoint Mr. Robert Baconnier as a Director for a period of 3 Mgmt For *
years
10. Approve to renew the term of office of Mr. Peter Thompson as a Mgmt For *
Director for a period of 3 years
11. Approve to renew the term of office of the cabinet Mgmt For *
PricewaterhouseCoopers audit as the Statutory Auditor for a period
of 6 years
12. Approve to renew the term of office of Mr. Patrick Frotiee as a Mgmt For *
Deputy Auditor for a period of 6 years
13. Approve to set an amount of EUR 450,000.00 to be allocated to the Mgmt For *
Directors as attendance fees
Report Date: 12-Aug-05 Page 105 of 151
14. Grants all powers to the bearer of a copy or an extract of the Mgmt For *
minutes of the present in order to accomplish all deposits and
publications which are prescribed by law
A Verification Period exists in France. Please see Non-Voting
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 + 15 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 Shareowner s: 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
Report Date: 12-Aug-05 Page 106 of 151
* Management position unknown
- --------------------------------------------------------------------------
Ballot Shares
Account Number Custodian Shares On Loan Vote Date Date Confirmed
- --------------------------------------------------------------------------
VV6A 50P 6700 0 13-Jan-05 13-Jan-05
Report Date: 12-Aug-05 Page 107 of 151
- --------------------------------------------------------------------------------
SUN HUNG KAI PROPERTIES LTD
- --------------------------------------------------------------------------------
Security Y82594121 Meeting Type Annual General Meeting
Ticker Meeting Date 09-Dec-04
ISIN HK0016000132 Agenda 700601974 - Management
City HONG KONG Holdings Recon Date 02-Dec-04
Country HONG KONG Vote Deadline Date 29-Nov-04
SEDOL(s) 5724394, 6859927
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Receive and approve the report of the Directors and the audited Mgmt For *
accounts for the YE 30 JUN 2003
2. Declare a final dividend Mgmt For *
3. Re-elect the Directors and authorize the Board of Directors of the Mgmt For *
Company to fix their remuneration
4. Re-appoint the Auditors and authorize the Board of Directors of the Mgmt For *
Company to fix their remuneration
5. Authorize the Directors of the Company to repurchase shares of the Mgmt For *
Company during the relevant period, on The Stock Exchange of Hong
Kong Limited or any other stock exchange on which the shares of the
Company have been or may be listed and recognized by the Securities
and Futures Commission of Hong Kong and The Stock Exchange of Hong
Kong Limited under the Hong Kong Code on share repurchases for such
purposes, not exceeding 10% of the aggregate nominal amount of the
issued share capital of the Company; 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 to be held by
law
6. Authorize the Directors of the Company to allot, issue and deal with Mgmt For *
additional shares in the capital of the Company and make or grant
offers, agreements, options and warrants during and after the
relevant period, not exceeding 20% of the aggregate nominal amount of
the issued share capital of the Company plus the nominal amount of
share capital of the Company repurchased by the Company subsequent to
the passing of this resolution, otherwise than pursuant to: i)
arights issue; or ii) any option scheme or similar arrangement; or
iii) any scrip dividend or
Report Date: 12-Aug-05 Page 108 of 151
similar arrangement; 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 is to be held by law
7. Authorize the Directors to exercise the powers of the Company Mgmt For *
referred to in Resolution 6 in respect of the share capital of the
Company referred to in Resolution 6 of such resolution
S.8 Adopt the Articles of Association of the Company to the exclusion of Mgmt For *
and in substitution for all the existing Articles of Association of
the Company
9. Transact any other business Other For *
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 16500 0 16-Nov-04 16-Nov-04
Report Date: 12-Aug-05 Page 109 of 151
- --------------------------------------------------------------------------------
TELEVISION BROADCASTS LTD
- --------------------------------------------------------------------------------
Security Y85830100 Meeting Type ExtraOrdinary General Meeting
Ticker Meeting Date 21-Mar-05
ISIN HK0511001957 Agenda 700650799 - Management
City KOWLOON Holdings Recon Date 28-Feb-05
Country HONG KONG Vote Deadline Date 08-Feb-05
SEDOL(s) 5274190, 6881674
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Approve and ratify the Agreement as specified and the transactions Mgmt For *
contemplated thereunder
2. Approve that the period of 30 days during which the Company's Mgmt For *
register of Member may be closed under Section 99(1) of the Companies
Ordinance during the calendar year 2005, be extended, pursuant to
Section 99(2) of the Companies Ordinance, to 60 days
Please note that the shareholders need to fill a Declaration form for Non-Voting
their vote instructions to be accepted. These forms contain 3
Sections. Section A will be filled by the institution. Please find
the scanned documents via the link
ww3.ics.adp.com/streetlink_data/dirY85830100/sa65E0.pdf
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 18000 0 02-Mar-05 02-Mar-05
Report Date: 12-Aug-05 Page 110 of 151
- --------------------------------------------------------------------------------
TOTAL SA
- --------------------------------------------------------------------------------
Security F92124100 Meeting Type MIX
Ticker Meeting Date 28-Apr-05
ISIN FR0000120271 Agenda 700659418 - Management
City PARIS Holdings Recon Date 14-Apr-05
Country FRANCE Blocking Vote Deadline Date 14-Apr-05
SEDOL(s) 0214663, 4617462, 4905413, 5180628, 5638279, 5836976, B030QX1
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
A Verification Period exists in France. Please see Non-Voting
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 REACH QUORUM, THERE Non-Voting
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.
Report Date: 12-Aug-05 Page 111 of 151
O.1 Receive the report of the Board of Directors and the general report Mgmt For *
of the Statutory Auditors; approve the financial statements and the
balance sheet for the year 2004
O.2 Approve the consolidated financial statements for the said FY Mgmt For *
O.3 Approve the profits for the FY: EUR 3,443,251,656.00 prior retained Mgmt For *
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 the agreements governed Mgmt For *
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 the Company's shares on Mgmt For *
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 Desmarais Jr as a Mgmt For *
Director for a period of 3 years
O.7 Approve to renew the term of office of Mr. Bertrand Jacquillat as a Mgmt For *
Director for a period of 3 years
Report Date: 12-Aug-05 Page 112 of 151
O.8 Approve to renew the term of office of Mr. Maurice Lippens as a Mgmt For *
Director for a period of 3 years
O.9 Appoint Mr. Lord Levene of Portsoken KBE as a Director for a period of Mgmt For *
3 years
E.10 Authorize the Board of Directors to increase in one or more Mgmt For *
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 in one or more Mgmt For *
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 the share capital, in Mgmt For *
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
Report Date: 12-Aug-05 Page 113 of 151
E.13 Authorize the Board of Directors to freely allocate in one or more Mgmt For *
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
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 1575 0 15-Mar-05 15-Mar-05
Report Date: 12-Aug-05 Page 114 of 151
- --------------------------------------------------------------------------------
UBS AG
- --------------------------------------------------------------------------------
Security H8920M855 Meeting Type Annual General Meeting
Ticker Meeting Date 21-Apr-05
ISIN CH0012032030 Agenda 700638907 - Management
City KLOTEN Holdings Recon Date 30-Mar-05
Country SWITZERLAND Blocking Vote Deadline Date 18-Mar-05
SEDOL(s) 2193607, 2782179, 7126114
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- --------------------------------------------------------------------------------------------------------------------
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE Registration Abstain *
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 IN THIS MARKET. PLEASE Non-Voting
CONTACT YOUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING
INFORMATION FOR YOUR ACCOUNTS. THANK YOU.
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN THE RECORD DATE. Non-Voting
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.
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 2500 368900000
Report Date: 12-Aug-05 Page 115 of 151
- --------------------------------------------------------------------------------
UBS AG
- --------------------------------------------------------------------------------
Security H8920M855 Meeting Type Annual General Meeting
Ticker Meeting Date 21-Apr-05
ISIN CH0012032030 Agenda 700667085 - Management
City KLOTEN Holdings Recon Date 19-Apr-05
Country SWITZERLAND Blocking Vote Deadline Date 06-Apr-05
SEDOL(s) 2193607, 2782179, 7126114
- --------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- --------------------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE SENT UNDER Non-Voting
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 IN THIS MARKET. PLEASE Non-Voting
CONTACT YOUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING
INFORMATION FOR YOUR ACCOUNTS.
1. Approve the annual report, the Group and the parent Company accounts Mgmt For *
for 2004, the reports of the Group and the Statutory Auditors
2. Approve the appropriation of the retained earnings, dividend for FY Mgmt For *
2004
3. Grant discharge to the Members of the Board of Directors and the Mgmt For *
Group Executive Board
4.1.1 Re-elect Mr. Marcel Ospel as a Board Member Mgmt For *
Report Date: 12-Aug-05 Page 116 of 151
4.1.2 Re-elect Mr. Lawrence A. Weinbach as a Board Member Mgmt For *
4.2.1 Elect Mr. Marco Suter as a Board Member Mgmt For *
4.2.2 Elect Mr. Peter R. Voser as a Board Member Mgmt For *
4.3 Re-elect Ernst and Young Ltd, Basel as the Group and the Statutory Mgmt For *
Auditors
5.1 Approve the cancellation of shares repurchased under the 2004/2005 Mgmt For *
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 Mgmt For *
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 2500 0 23-Mar-05 23-Mar-05
Report Date: 12-Aug-05 Page 117 of 151
- --------------------------------------------------------------------------------
UNICREDITO ITALIANO SPA, GENOVA
- --------------------------------------------------------------------------------
Security T95132105 Meeting Type Ordinary General Meeting
Ticker Meeting Date 30-Apr-05
ISIN IT0000064854 Agenda 700681035 - Management
City GENOVA Holdings Recon Date 28-Apr-05
Country ITALY Blocking Vote Deadline Date 19-Apr-05
SEDOL(s) 0711670, 4232445, 5179712, B020SH0
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE Non-Voting
WILL BE A SECOND CALL ON 01 MAY 2005 AND A THIRD CALL ON 02 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
PLEASE NOTE THAT THIS IS A MIX MEETING. THANK YOU. Non-Voting
O.1 Approve the balance sheet reports as of 31 DEC 2004 together with Mgmt For *
the Board of Directors, the Internal and the External Auditors'
reports; the consolidated balance sheet reports and the social and
the environmental report
O.2 Approve the profit allocation Mgmt For *
O.3 Appoint the Directors after stating their number for the financial Mgmt For *
years 2005- 2007 with term in office expiring at the meeting called
to approve the 2007 balance sheet reports
O.4 Approve the Board of Directors and the Executive Committee annual Mgmt For *
emolument, as per Article 26 of the By-Law
Report Date: 12-Aug-05 Page 118 of 151
O.5 Authorize Unicredito Italiano S.P.A. to join the European economic Mgmt For *
interest grouping called, global development, as per Article 2361
Comma 2, of the Italian Civil Code
O.6 Approve to take on savings shareholders representative's emolument Mgmt For *
E.1 Approve the merger by incorporation of Banca Dell Umbria 1462 S.P.A. Mgmt For *
and Cassa Risparmio Carpi S.P.A. into Unicredito Italiano S.P.A.;
amend the By-Law
* Management position unknown
- --------------------------------------------------------------------------
Ballot Shares
Account Number Custodian Shares On Loan Vote Date Date Confirmed
- --------------------------------------------------------------------------
VV6A 50P 46000 0 07-Apr-05 07-Apr-05
Report Date: 12-Aug-05 Page 119 of 151
- ----------------------------------------------------------------------------
UNITED OVERSEAS BANK LTD, SINGAPORE
- ----------------------------------------------------------------------------
Security V96194127 Meeting Type Annual General Meeting
Ticker Meeting Date 27-Apr-05
ISIN SG1M31001969 Agenda 700685831 - Management
City SINGAPORE Holdings Recon Date 25-Apr-05
Country SINGAPORE Vote Deadline Date 18-Apr-05
SEDOL(s) 5812716, 6916781, 6916877, B06P5N6
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Receive the financial statements, the Directors' report and the Mgmt For *
Auditors' report for the YE 31 DEC 2004
2. Declare a final dividend of 40% 40 cents per share less 20% income Mgmt For *
tax for the YE 31 DEC 2004
3. Approve the Directors' fees of SGD 600,000 for 2004 2003: SGD Mgmt For *
618,750
4. Re-appoint Messrs Ernst & Young as the Auditors of the Company and Mgmt For *
authorize the Directors to fix their remuneration
5. Re-elect Mr. Wong Meng Meng as a Director Mgmt For *
6. Re-elect Mr. Tan Kok Quan as a Director Mgmt For *
7. Re-elect Mr. Ngiam Tong Dow as a Director Mgmt For *
Report Date: 12-Aug-05 Page 120 of 151
8. Re-appoint Mr. Wee Cho Yaw as a Director, pursuant to Section 153(6) Mgmt For *
of the Companies Act, Cap. 50, until the next AGM of the Company
9. Authorize the Directors, pursuant to Section 161 of the Companies Mgmt For *
Act, Cap. 50, to offer and grant options in accordance with the
Regulations of the UOB 1999 Share Option Scheme the "Scheme" and to
allot and issue from time to time such number of shares in the
Company as may be required to be issued pursuant to the exercise of
options under the Scheme, provided that the aggregate number of
shares to be issued pursuant to this resolution shall not exceed 15%
of the issued share capital of the Company from time to time
10. Authorize the Directors, pursuant to Section 161 of the Companies Mgmt For *
Act, Cap. 50, to issue shares in the Company at any time and upon
such terms and condition s and for such purposes as the Directors
may, in their absolute discretion, deem fit provided that the
aggregate number of shares to be issued pursuant to this resolution
shall not exceed 10% of the issued share capital of the Company for
the time being
* Management position unknown
- --------------------------------------------------------------------------
Ballot Shares
Account Number Custodian Shares On Loan Vote Date Date Confirmed
- --------------------------------------------------------------------------
VV6A 50P 22000 0 09-Apr-05 09-Apr-05
Report Date: 12-Aug-05 Page 121 of 151
- --------------------------------------------------------------------------------
UNITED OVERSEAS BANK LTD, SINGAPORE
- --------------------------------------------------------------------------------
Security V96194127 Meeting Type ExtraOrdinary General Meeting
Ticker Meeting Date 27-Apr-05
ISIN SG1M31001969 Agenda 700686198 - Management
City SINGAPORE Holdings Recon Date 22-Apr-05
Country SINGAPORE Vote Deadline Date 18-Apr-05
SEDOL(s) 5812716, 6916781, 6916877, B06P5N6
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Authorize the Directors of the Company, for the purposes of Sections Mgmt For *
76C and 76E of the Companies Act, Chapter 50 of Singapore the
Companies Act, to purchase or otherwise acquire issued ordinary
shares of SGD 1.00 each fully paid in the capital of the Company the
Shares not exceeding in aggregate the Maximum Limit as specified, at
such price or prices as may be determined by the Directors of the
Company from time to time up to the Maximum Price as specified,
whether by way of: i) market purchase(s) on the Singapore Exchange
Securities Trading Limited SGX-ST; and/or ii) off-market purchase(s)
if effected otherwise than on SGX-ST in accordance with any equal
access scheme(s) as may be determined or formulated by the Directors
of the Company as they consider fit, which scheme(s) shall satisfy
all the conditions prescribed by the Companies Act; and otherwise in
accordance with all other laws and regulations and rules of SGX-ST as
may for the time being be applicable the share Purchase Mandate;
authority expires the earlier of the conclusion of the next AGM of
the Company or the date by which the next AGM of the Company is
required by law to be held; and to complete and do all such acts and
things including executing such documents as may be required as they
and/or he may consider expedient or necessary to give effect to the
transactions contemplated and/or authorized by this resolution
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF RECORD DATE. IF Non-Voting
YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 22000 0 09-Apr-05 09-Apr-05
Report Date: 12-Aug-05 Page 122 of 151
- --------------------------------------------------------------------------------
VINCI SA
- --------------------------------------------------------------------------------
Security F5879X108 Meeting Type Ordinary General Meeting
Ticker Meeting Date 28-Apr-05
ISIN FR0000125486 Agenda 700666184 - Management
City PARIS Holdings Recon Date 26-Apr-05
Country FRANCE Blocking Vote Deadline Date 22-Apr-05
SEDOL(s) 4818083, 5876187, B030CV1, B03XM98
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS A MIX MEETING. THANK YOU. Non-Voting
A Verification Period exists in France. Please see Non-Voting
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 reports of the Board of Directors and the Statutory Mgmt For *
Auditors and approve the consolidated financial statements for the FY
2004 as specified and notices that net profit group share amounts to:
EUR 721,325,000.00
Report Date: 12-Aug-05 Page 123 of 151
E.2 Receive the report of the Board of Directors and the general report Mgmt For *
of the Statutory Auditors and approve the financial statements and
the balance sheet for the year 2004; and grant discharge to the
Directors for the performance of their duties during the said FY
O.3 Acknowledge the net profits of the FY 2004 amounts to: EUR Mgmt For *
330,515,978.95; carry forward account: EUR 2,457,637,358.90;
distributable profits: EUR 2,788,153 ,337.85; approve to allocate the
distributable profits as: shareholders as an interim dividend: EUR
99,336,139.20; shareholders as a complementary dividend: EUR
190,049,163.30; legal reserves account: EUR 18,771.00; carry forward
account: EUR 2,498,749,264.35; approve to pay an interim dividend of
EUR 1.20 per share on 21 DEC 2004 provided that all shares got by the
beneficiaries before 31 DEC 2004 are entitled to a tax credit
amounting to EUR 0.60 and after 01 JAN 2005, the interim dividend is
no longer entitled to a tax credit, the shareholders to receive a
complementary dividend of: EUR 2.30 per share for the 82,630,071
shares and the dividend will be paid on 06 MAY 2005; approve that the
share capital is composed of 84,095,683 shares on 01 MAY 2005 cum
rights date: 01 JAN 2004; to transfer the amount of EUR
46,958,190.59, charged to the special reserve on long-term capital
gains account, to the ordinary reserves account
O.4 Receive the special report of the Auditors on agreements governed by Mgmt For *
Articles L. 225-38 and Sequence 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 Mr. Patrick Faure as a Mgmt For *
Director for a period of 4 years and if the Resolution E.21 was not
adopted, the term of office of Mr. M. Patrick Faure as a Director to
be extended to a period of 6 years
O.6 Approve to renew the term of office of Mr. Bernard Huvelin as a Mgmt For *
Director for a period of 4 years and if the Resolution E.21 was not
adopted, the term of office of Mr. Bernard Huvelin as a Director to
be extended to a period of 6 years
Report Date: 12-Aug-05 Page 124 of 151
O.7 Approve, as a result of the Amalgamation-Merger of Deloitte Touche Mgmt For *
Tohmatsu by Deloitte Touche Tohmatsu-Audit, Deloitte Touche
Tohmatsu-Audit as the new Statutory Auditor and the new Corporate
name of the Statutory Auditor is Deloitte Et Associes; and authorize
the Board of Directors to take all necessary measures and accomplish
all necessary formalities
O.8 Authorize the Board of Directors, canceling and replacing the Mgmt For *
delegation set forth in Resolution 8 given by the general meeting of
04 MAY 2004, to buy back the Company's shares on the open market
provided that: maximum purchase price: EUR 170.00; maximum number of
shares that may be acquired: 10% of the number of shares comprising
the share capital; Authority expires after 18 months
E.9 Authorize the Board of Directors, canceling and replacing the Mgmt For *
delegation set forth in Resolution 9 given by the general meeting of
04 MAY 2004, to reduce the share capital by canceling 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 after 18 months; and authorize the Board of
Directors to take all necessary measures and accomplish all necessary
formalities
E.10 Authorize the Board of Directors, canceling and replacing the Mgmt For *
delegation set forth in Resolution 10 given by the general meeting
of 04 MAY 2004, to issue ordinary shares and securities giving
access to the share capital of the Company with maintenance of the
shareholders' preferential right of subscription in one or more
transactions, in France or abroad, by a maximum nominal amount of
EUR 400,000,000.00 provided that maximum overall nominal amount of
debt securities to be issued shall not exceed EUR 2,000,000,000.00;
Authority expires after 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 to issue convertible bonds and, or Mgmt For *
transferable bonds into Company or its subsidiaries' Oceane new
shares or existing shares, with suppression of the shareholders'
preferential right provided that the maximal nominal value of
capital increases to be carried out under this delegation of
authority shall not exceed EUR 200,000,000.00 and the accrued nominal
amount of share increase not to exceed: EUR 400,000,000.00; maximum
nominal amount of
Report Date: 12-Aug-05 Page 125 of 151
bonds to be issued: EUR 2,000,000,000.00; Authority expires after 26
months; and authorize the Board of Directors to take all necessary
measures and accomplish all necessary formalities
E.12 Authorize the Board of Directors to issue debt securities giving Mgmt For *
access to the share capital of the Company or its subsidiaries in one
or more transaction in France or abroad, provided that the maximal
nominal value of capital increases to be carried out under this
delegation of authority shall not exceed EUR 200,000,000.00 and the
maximum nominal amount of debt securities to be issued: EUR
2,000,000,000.00; Authority expires after 26 months; and authorize
the Board of Directors to take all necessary measures and accomplish
all necessary formalities
E.13 Authorize the Board of Directors to increase the number of securities Mgmt For *
to be issued in the event of a capital increase within the limit of
15% of the initial issue; Authority is given for a period of 26
months
E.14 Authorize the Board of Directors to increase the share capital by a Mgmt For *
maximum nominal amount of 10% of the share capital, by way of
issuing Company shares and securities giving access to share capital
in consideration for the contributions in kind comprised of equity
securities giving access to the share capital; Authority expires
after 18 months; and authorize the Board of Directors to take all
necessary measures and accomplish all necessary formalities
E.15 Authorize the Board of Directors, canceling and replacing the Mgmt For *
delegation set forth in Resolution 10 given by the general meeting
of 14 MAY 2003, to grant, in one or more transaction, to the
Employees and the Officers, to subscribe for new shares in the
Company to be issued through a share capital increase, provided that
the options shall not give rights to a total number of shares which
shall exceed 5% of the share capital or to purchase existing shares
purchased by the Company, it being provided that the option shall not
give rights to a total number of shares not to exceed 10% of the
share capital; Authority expires after 38 months
Report Date: 12-Aug-05 Page 126 of 151
E.16 Authorize the Board of Directors, canceling and replacing the Mgmt For *
delegation set forth in Resolution 14 given by the general meeting
of 12 DEC 2004, to increase the share capital, in one or more
transactions, at its sole discretion, in favour of the Company's
employees who are Members of the Company Savings Plan; and to
allocate free shares within the limits of Article L.443-5 of the
Labour Law, provided that the amount shall not exceed 10% of the
share capital; Authority expires after 26 months
E.17 Authorize the Board of Directors, canceling and replacing the Mgmt For *
delegation set forth in Resolution 15 given by the general meeting
of 12 DEC 2004, to increase the share capital, in one or more
transaction, at its sole discretion, in favour of the Company's
Employees of Foreign Subsidiaries who are the Members of a Company
Savings Plan, and to allocate free shares within the limits of
Article L.443-5 of the Labour Law and to amend the Employees'
preferrential right of subscription on issued shares, provided that
the amount shall not exceed 10% of the share capital; Authority
expires after 26 months; to accomplish all formalities, filings and
registrations prescribed by law and to determine the conditional
share capital increase
E.18 Authorize the Board of Directors to allocate free existing shares or Mgmt For *
shares to be issued in favour of the employees or the Officers
provided that they shall not represent more than 10% of the share
capital of the existing shares and 5% of the number of shares
comprising the share capital for the shares to be issued; Authority
expires after 38 months; and to take all necessary measures and
accomplish all necessary formalities
E.19 Approve to reduce the nominal value of the Company's shares by stock Mgmt For *
split and each share will be divided in to two shares and the share
will be exchanged for 2 new shares of a nominal value of EUR 5.00;
and authorize the Board of Directors to take all necessary measures
and accomplish all necessary formalities, filings and registrations
prescribed by law and amend the Article 6 of the Association
Registered Capital and 11 Board of Directors
Report Date: 12-Aug-05 Page 127 of 151
E.20 Authorize the Board of Directors to issue securities representing Mgmt For *
debt giving access to the allocation of debt securities, for an
amount which shall not exceed EUR 2,000,000,000.00; Authority
expires at the end of 26 months; and to take all necessary measures
and to accomplish all necessary formalities
E.21 Amend Article of Association Number 11.3 referring to the duration of Mgmt For *
the term of office of the Directors
E.22 Grant all powers to the bearer of a copy or an extract of the minutes Mgmt For *
of the present to accomplish all deposits and publications
prescribed by law
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 1250 0 23-Mar-05 23-Mar-05
Report Date: 12-Aug-05 Page 128 of 151
- --------------------------------------------------------------------------------
VIVENDI UNIVERSAL
- --------------------------------------------------------------------------------
Security F7063C114 Meeting Type Ordinary General Meeting
Ticker Meeting Date 18-Apr-05
ISIN FR0000127771 Agenda 700663758 - Management
City PARIS Holdings Recon Date 08-Apr-05
Country FRANCE Blocking Vote Deadline Date 04-Apr-05
SEDOL(s) 4834777, 4841379, 4859587, 4863470
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
O.1 Receive the report of the Board of Directors and the general report Mgmt For *
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 and the Statutory Mgmt For *
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 Agreements governed by Mgmt For *
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 and resolve to Mgmt For *
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 Executive Committee Mgmt For *
and a Supervisory Board
Report Date: 12-Aug-05 Page 129 of 151
O.6 Receive the Board of Directors report and adopt the text of the new Mgmt For *
Articles of Association which will govern hence forth the Company
O.7 Authorize the Board of Directors, or if the Resolutions Numbers E.5 Mgmt For *
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 Numbers E.5 Mgmt For *
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 Resolutions Numbers E.5 Mgmt For *
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 Resolutions Numbers E.5 Mgmt For *
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 500,00 0,000.00, 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
Report Date: 12-Aug-05 Page 130 of 151
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 Resolutions Numbers O.5 Mgmt For *
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 Resolutions Numbers O.5 Mgmt For *
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
Report Date: 12-Aug-05 Page 131 of 151
O.13 Authorize the Board of Directors, or if the Resolutions Numbers E.5 Mgmt For *
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, the Board of Mgmt For *
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.15 Appoint Mr. Jean Rene Fourtou as a Member of the Supervisory Board Mgmt For *
for a period of 3 years
O.16 Appoint Mr. Claude Bebear as a Member of the Supervisory Board for a Mgmt For *
period of 3 years
O.17 Appoint Mr. Gerard Bremond as a Member of the Supervisory Board for Mgmt For *
a period 3 years
O.18 Appoint Mr. Fernando Falco as a Member of the Supervisory Board for Mgmt For *
a period of 3 years
O.19 Appoint Mr. Paul Fribourg as a Member of the Supervisory Board for a Mgmt For *
period of 3 years
Report Date: 12-Aug-05 Page 132 of 151
O.20 Appoint Mr. Gabriel Hawawini as a Member of the Supervisory Board for Mgmt For *
a period of 1 year
O.21 Appoint Mr. Henri Lachmann as a Member of the Supervisory Board for a Mgmt For *
period of 3 years
O.22 Appoint Mr. Rodocanachi as a Member of the Supervisory Board for a Mgmt For *
period of 3 years
O.23 Appoint Mr. Karel Van Miert as a Member of the Supervisory Board for Mgmt For *
a period of 3 years
O.24 Appoint Mrs. Sarah Frank as a Member of the Supervisory Board for a Mgmt For *
period of 4 years
O.25 Appoint Mr. Patrick Kron as a Member of the Supervisory Board for a Mgmt For *
period of 4 years
O.26 Appoint Mr. Andrzej Olechowski as a Member of the Supervisory Board Mgmt For *
for a period of 4 years
O.27 Approve to award total annual fees of EUR 1,200,000.00 to the Mgmt For *
Supervisory Board
O.28 Approve to renew the term of office of the Cabinet Alustro-Reydel as Mgmt For *
the Statutory Auditor for a period of 6 years
Report Date: 12-Aug-05 Page 133 of 151
O.29 Appoint Mr. San Claude Reydel in replacement of Mr. Hubert Luneau Mgmt For *
as a Deputy Auditor for a period of 6 years
O.30 Authorize the Board of Directors or if the Resolutions Numbers E.5 Mgmt For *
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 extract of the minutes Mgmt For *
of this meeting in order to accomplish all formalities, filings and
registrations prescribed by law
A Verification Period exists in France. Please see Non-Voting
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
Report Date: 12-Aug-05 Page 134 of 151
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE Non-Voting
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.
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 8787 0 19-Mar-05 19-Mar-05
Report Date: 12-Aug-05 Page 135 of 151
- --------------------------------------------------------------------------------
VIVENDI UNIVERSAL
- --------------------------------------------------------------------------------
Security F7063C114 Meeting Type MIX
Ticker Meeting Date 28-Apr-05
ISIN FR0000127771 Agenda 700686023 - Management
City PARIS Holdings Recon Date 26-Apr-05
Country FRANCE Blocking Vote Deadline Date 22-Apr-05
SEDOL(s) 4834777, 4841379, 4859587, 4863470
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 220984 DUE TO AN Non-Voting
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 see Non-Voting
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 and the general report Mgmt For *
of the Statutory Auditors, approves the financial statements and the
balance sheet for the year 2004, in the form presented to the
meeting
Report Date: 12-Aug-05 Page 136 of 151
O.2 Receive the reports of the Board of Directors and the Statutory Mgmt For *
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 Agreements governed by Mgmt For *
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 and resolve to Mgmt For *
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 Executive Committee Mgmt For *
and a Supervisory Board
O.6 Receive the Board of Directors report and adopt the text of the new Mgmt For *
Articles of Association which will govern hence forth the Company
O.7 Authorize the Board of Directors, or if the Resolutions Numbers E.5 Mgmt For *
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
Report Date: 12-Aug-05 Page 137 of 151
O.8 Authorize the Board of Directors, or if the Resolution Numbers E.5 Mgmt For *
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 Resolutions Numbers E.5 Mgmt For *
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 Resolutions Numbers E.5 Mgmt For *
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 Resolutions Numbers O.5 Mgmt For *
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 over all value set forth in
Resolution Number 7; grant all powers to the Board of Directors, or
if the Resolutions
Report Date: 12-Aug-05 Page 138 of 151
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 Resolutions Numbers O.5 Mgmt For *
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 Resolutions Numbers E.5 Mgmt For *
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, the Board of Mgmt For *
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
Report Date: 12-Aug-05 Page 139 of 151
O.15 Appoint Mr. Jean Rene Fourtou as a Member of the Supervisory Board Mgmt For *
for a period of 3 years
O.16 Appoint Mr. Claude Bebear as a Member of the Supervisory Board for a Mgmt For *
period of 3 years
O.17 Appoint Mr. Gerard Bremond as a Member of the Supervisory Board for a Mgmt For *
period 3 years
O.18 Appoint Mr. Fernando Falco as a Member of the Supervisory Board for a Mgmt For *
period of 3 years
O.19 Appoint Mr. Paul Fribourg as a Member of the Supervisory Board for a Mgmt For *
period of 3 years
O.20 Appoint Mr. Gabriel Hawawini as a Member of the Supervisory Board for Mgmt For *
a period of 1 year
O.21 Appoint Mr. Henri Lachmann as a Member of the Supervisory Board for a Mgmt For *
period of 3 years
O.22 Appoint Mr. Rodocanachi as a Member of the Supervisory Board for a Mgmt For *
period of 3 years
O.23 Appoint Mr. Karel Van Miert as a Member of the Supervisory Board for Mgmt For *
a period of 3 years
Report Date: 12-Aug-05 Page 140 of 151
O.24 Appoint Mrs. Sarah Frank as a Member of the Supervisory Board for a Mgmt For *
period of 4 years
O.25 Appoint Mr. Patrick Kron as a Member of the Supervisory Board for a Mgmt For *
period of 4 years
O.26 Appoint Mr. Andrzej Olechowski as a Member of the Supervisory Board Mgmt For *
for a period of 4 years
O.27 Approve to award total annual fees of EUR 1,200,000.00 to the Mgmt For *
Supervisory Board
O.28 Approve to renew the term of office of the Cabinet Alustro-Reydel as Mgmt For *
the Statutory Auditor for a period of 6 years
O.29 Appoint Mr. San Claude Reydel in replacement of Mr. Hubert Luneau as Mgmt For *
a Deputy Auditor for a period of 6 years
O.30 Authorize the Board of Directors or if the Resolutions Numbers E.5 Mgmt For *
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 extract of the minutes Mgmt For *
of this meeting in order to accomplish all formalities, filings and
registrations prescribed by law
Report Date: 12-Aug-05 Page 141 of 151
O.32 Amend Article of Association Number 17 Mgmt For *
PLEASE NOTE THAT THE MEETING HELD ON 18 APR 2005 HAS BEEN POSTPONED Non-Voting
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.
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 8787 0 27-Apr-05 27-Apr-05
Report Date: 12-Aug-05 Page 142 of 151
- --------------------------------------------------------------------------------
WOLTERS KLUWER NV
- --------------------------------------------------------------------------------
Security N9643A114 Meeting Type Ordinary General Meeting
Ticker Meeting Date 01-Feb-05
ISIN NL0000395887 Agenda 700634175 - Management
City AMSTERDAM Holdings Recon Date 19-Jan-05
Country NETHERLANDS Vote Deadline Date 18-Jan-05
SEDOL(s) 5671519, 5671917, 5677238
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THESE SHARES HAVE NO VOTING RIGHTS, SHOULD Non-Voting
YOU WISH TO ATTEND THE MEETING PERSONALLY, YOU MAY APPLY FOR AN
ENTRANCE CARD BY CONTACTING YOUR CLIENT REPRESENTATIVE AT ADP. THANK
YOU.
1. Opening Non-Voting
2. Approve the Corporate governance Non-Voting
3. Any other business Non-Voting
4. Closure Non-Voting
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 10600 0
Report Date: 12-Aug-05 Page 143 of 151
- --------------------------------------------------------------------------------
WOLTERS KLUWER NV
- --------------------------------------------------------------------------------
Security N9643A114 Meeting Type Ordinary General Meeting
Ticker Meeting Date 01-Feb-05
ISIN NL0000395887 Agenda 700635002 - Management
City AMSTERDAM Holdings Recon Date 28-Jan-05
Country NETHERLANDS Vote Deadline Date 20-Jan-05
SEDOL(s) 5671519, 5671917, 5677238
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 215046 DUE TO Non-Voting
CHANGE IN VOTING STATUS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING
WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
1. Opening Non-Voting
2. Approve the Corporate governance Mgmt For *
3. Any other business Other Abstain *
4. Closure Non-Voting
* Management position unknown Non-Voting
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 10600 0
Report Date: 12-Aug-05 Page 144 of 151
- --------------------------------------------------------------------------------
WOLTERS KLUWER NV
- --------------------------------------------------------------------------------
Security N9643A114 Meeting Type Annual General Meeting
Ticker Meeting Date 14-Apr-05
ISIN NL0000395887 Agenda 700673999 - Management
City AMSTERDAM Holdings Recon Date 07-Apr-05
Country NETHERLANDS Blocking Vote Deadline Date 30-Mar-05
SEDOL(s) 5671519, 5671917, 5677238
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING AT THIS GENERAL Non-Voting
MEETING ARE RELAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE
REGISTRATION DATE SET ON 07 APR 2005. SHARES CAN BE TRADED
THEREAFTER. THANK YOU.
1. Opening Non-Voting
2.a Approve the report of the Management for the year 2004 Mgmt For *
2.b Approve the notice by Supervisory Board for the year 2004 Mgmt For *
2.c Approve the reservation and the dividend policy Mgmt For *
2.d Adopt the annual accounts for 2004 Mgmt For *
2.e Approve the payment in cash EUR 0.55 or optional in shares Mgmt For *
Report Date: 12-Aug-05 Page 145 of 151
3.a Grant discharge from liability to the Management Board Mgmt For *
3.b Grant discharge from liability to the Supervisory Board Mgmt For *
4. Approve the Corporate Governance Mgmt For *
5. Amend the Articles of Association Mgmt For *
6.a Re-appoint Mrs. A.J. Frost as a Member of the Supervisory Board Mgmt For *
6.b Re-appoint Mr. P.N. Wakkie as a Member of the Supervisory Board Mgmt For *
7. Approve the remuneration of the Supervisory Board Mgmt For *
8.a Authorize the Management Board to issue shares/grant rights to take Mgmt For *
shares
8.b Authorize the Management Board to restrict or exclude the preemptive Mgmt For *
rights
9. Grant powers to purchase Company's own shares Mgmt For *
Report Date: 12-Aug-05 Page 146 of 151
10. Grant assignment to KPMG Mgmt For *
11. Questions Mgmt For *
12. Closure Non-Voting
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 10600 0 31-Mar-05 31-Mar-05
Report Date: 12-Aug-05 Page 147 of 151
- --------------------------------------------------------------------------------
WOODSIDE PETROLEUM LTD
- --------------------------------------------------------------------------------
Security 980228100 Meeting Type Annual General Meeting
Ticker Meeting Date 19-Apr-05
ISIN AU000000WPL2 Agenda 700665942 - Management
City PERTH Holdings Recon Date 15-Apr-05
Country AUSTRALIA Vote Deadline Date 08-Apr-05
SEDOL(s) 0979962, 5710456, 6979728, B05PPD7
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Receive and approve the financial report of the Company and the Non-Voting
reports of the Directors and the Auditor for the YE 31 DEC 2004
2. Elect Mr. Andrew Jamieson as a Director, in accordance with the Rule Mgmt For *
75(c) of the Company's Constitution
3. Adopt the Woodside Petroleum Ltd. Executive Incentive Plan Mgmt For *
* Management position unknown
- --------------------------------------------------------------------------
Ballot Shares
Account Number Custodian Shares On Loan Vote Date Date Confirmed
- --------------------------------------------------------------------------
VV6A 50P 9019 0 22-Mar-05 22-Mar-05
Report Date: 12-Aug-05 Page 148 of 151
- --------------------------------------------------------------------------------
ZURICH FINANCIAL SERVICES, ZUERICH
- --------------------------------------------------------------------------------
Security H9870Y105 Meeting Type Annual General Meeting
Ticker Meeting Date 19-Apr-05
ISIN CH0011075394 Agenda 700628918 - Management
City KLOTEN Holdings Recon Date 15-Mar-05
Country SWITZERLAND Blocking Vote Deadline Date 18-Mar-05
SEDOL(s) 0885768, 2744157, 4626134, 5983816
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE Registration
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 IN THIS MARKET. PLEASE Non-Voting
CONTACT YOUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING
INFORMATION FOR YOUR ACCOUNTS
PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITIONAL COMMENT. IF Non-Voting
YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU
- --------------------------------------------------------------------------
Ballot Shares
Account Number Custodian Shares On Loan Vote Date Date Confirmed
- --------------------------------------------------------------------------
VV6A 50P 1000 0
Report Date: 12-Aug-05 Page 149 of 151
- --------------------------------------------------------------------------------
ZURICH FINANCIAL SERVICES, ZUERICH
- --------------------------------------------------------------------------------
Security H9870Y105 Meeting Type Ordinary General Meeting
Ticker Meeting Date 19-Apr-05
ISIN CH0011075394 Agenda 700667047 - Management
City KLOTEN Holdings Recon Date 11-Apr-05
Country SWITZERLAND Blocking Vote Deadline Date 04-Apr-05
SEDOL(s) 0885768, 2744157, 4626134, 5983816
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS THE PART II OF THE MEETING NOTICE SENT Non-Voting
UNDER MEETING 213072, 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 IN THIS MARKET. PLEASE Non-Voting
CONTACT YOUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING
INFORMATION FOR YOUR ACCOUNTS. THANK YOU
1. Approve the annual report, the annual financial statements and the Mgmt No *
consolidated financial statements for 2004 Action
2. Approve the appropriation of available earnings of Zurich Financial Mgmt No *
Services for 2004 Action
3. Approve to reduce the share capital, repayment of reduction in Mgmt No *
nominal value, and changes to the Articles of Incorporation Action
4. Amend the Articles of Incorporation Mgmt No *
Action
Report Date: 12-Aug-05 Page 150 of 151
5. Grant release to the Members of the Board of Directors and the Group Mgmt No *
Executive Committee Action
6.1.1 Elect Mr. Manfred Gentz as a Board of Director Mgmt No *
Action
6.1.2 Re-elect Ms. Rosalind Gilmore as a Board of Director Mgmt No *
Action
6.1.3 Re-elect Mr. Dana Mead as a Board of Director Mgmt No *
Action
6.1.4 Re-elect Mr. Gerhard Schulmeyer as a Board of Director Mgmt No *
Action
6.2.1 Re-elect PricewaterhouseCoopers Limited, Zurich, as the Statutory Mgmt No *
Auditors and the Group Auditors Action
6.2.2 Re-elect OBT AG, Zurich, as the Special Auditor according to the Mgmt No *
Article 25 Paragraph 3 of the Articles of Incorporation Action
* Management position unknown
- -------------------------------------------------------------------------
Ballot Shares
Account Number Custodian Shares On Loan Vote Date Date Confirmed
- --------------------------------------------------------------------------
VV6A 50P 1000 0 23-Mar-05 23-Mar-05
Report Date: 12-Aug-05 Page 151 of 151
- --------------------------------------------------------------------------------
ACS, ACTIVIDADES DE CONSTRUCCION Y SERVICIOS SA
- --------------------------------------------------------------------------------
Security E7813W163 Meeting Type Ordinary General Meeting
Ticker Meeting Date 18-May-05
ISIN ES0167050915 Agenda 700709693 - Management
City MADRID Holdings Recon Date 13-May-05
Country SPAIN Vote Deadline Date 06-May-05
SEDOL(s) B01FLQ6, B01FXJ3, B040TS6
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Approve the annual accounts, balance sheet, profit and loss account Mgmt For *
and the Management reports of the parent Company, ACS Actividades de
Construccion Y Servicios, S.A. and its consolidated Group;
application of profits; Company Administration report; all of the
foregoing with reference to the year 2004
2. Approve the Management of the Board of Directors during the year 2004 Mgmt For *
3. Approve the ratification, resignation, dissimisal or appoint the Mgmt For *
Directors as the case may be
4. Grant authority the derivative acquisition of own shares Mgmt For *
5. Appoint the Auditors of the Company and its consolidated Group Mgmt For *
Report Date: 12-Aug-05 Page 1 of 188
6. Authorize the Board of Directors to modify a stock option program Mgmt For *
that was approved by the resolution dated 20 MAY 2004 at the general
meeting of shareholders
7. Approve the delegation of powers for the execution and public Mgmt For *
recording of the resolutions passed
8. Approve to read the minutes of the proceedings, and adopt the Mgmt For *
minutes, as the case may be, as a correct record
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE Non-Voting
WILL BE A SECOND CALL ON 19 MAY 2005. CONSEQUENTLY, YOUR VOTING
INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS
AMENDED. THANK YOU
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 6700 0 03-May-05 03-Mar-05
Report Date: 12-Aug-05 Page 2 of 188
- --------------------------------------------------------------------------------
AEON CO LTD
- --------------------------------------------------------------------------------
Security J00288100 Meeting Type Annual General Meeting
Ticker Meeting Date 19-May-05
ISIN JP3388200002 Agenda 700703982 - Management
City CHIBA, JAPAN Holdings Recon Date 18-Feb-05
Country JAPAN Vote Deadline Date 06-May-05
SEDOL(s) 5754379, 6480048, B01DBV5
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1.1 Elect Mr. Toshiji Tokiwa as a Director Mgmt For *
1.2 Elect Mr. Motoya Okada as a Director Mgmt For *
1.3 Elect Mr. Yutaka Furutani as a Director Mgmt For *
1.4 Elect Mr. Yoshiki Mori as a Director Mgmt For *
1.5 Elect Mr. Yoshiharu Fukuhara as a Director Mgmt For *
1.6 Elect Mr. Minoru Makihara as a Director Mgmt For *
1.7 Elect Mr. Genzo Yamazaki as a Director Mgmt For *
1.8 Elect Mr. Masami Ishizaka as a Director Mgmt For *
* Management position unknown
Report Date: 12-Aug-05 Page 3 of 188
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 18000 0 26-Apr-05 26-Apr-05
Report Date: 12-Aug-05 Page 4 of 188
- --------------------------------------------------------------------------------
AEON CO LTD
- --------------------------------------------------------------------------------
Security J00288100 Meeting Type Annual General Meeting
Ticker Meeting Date 19-May-05
ISIN JP3388200002 Agenda 700706091 - Management
City CHIBA CITY Holdings Recon Date 20-Feb-05
Country JAPAN Vote Deadline Date 06-May-05
SEDOL(s) 5754379, 6480048, B01DBV5
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1.1 Elect Director Mgmt For *
1.2 Elect Director Mgmt For *
1.3 Elect Director Mgmt For *
1.4 Elect Director Mgmt For *
1.5 Elect Director Mgmt For *
1.6 Elect Director Mgmt For *
1.7 Elect Director Mgmt For *
1.8 Elect Director Mgmt For *
* Management position unknown
Report Date: 12-Aug-05 Page 5 of 188
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Vote Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 18000 0 28-Apr-05 28-Apr-05
Report Date: 12-Aug-05 Page 6 of 188
- --------------------------------------------------------------------------------
AJINOMOTO CO INC
- --------------------------------------------------------------------------------
Security J00882126 Meeting Type Annual General Meeting
Ticker Meeting Date 29-Jun-05
ISIN JP3119600009 Agenda 700740601 - Management
City TOKYO Holdings Recon Date 31-Mar-05
Country JAPAN Vote Deadline Date 16-Jun-05
SEDOL(s) 5573392, 6010906, B03NQ52
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Including the Following Mgmt For *
Dividends:
Interim JY 6, Final JY 7, Special JY 0
2.1 Elect Director Mgmt For *
2.2 Elect Director Mgmt For *
2.3 Elect Director Mgmt For *
2.4 Elect Director Mgmt For *
2.5 Elect Director Mgmt For *
2.6 Elect Director Mgmt For *
2.7 Elect Director Mgmt For *
Report Date: 12-Aug-05 Page 7 of 188
2.8 Elect Director Mgmt For *
2.9 Elect Director Mgmt For *
2.10 Elect Director Mgmt For *
2.11 Elect Director Mgmt For *
2.12 Elect Director Mgmt For *
2.13 Elect Director Mgmt For *
2.14 Elect Director Mgmt For *
3 Approve Retirement Bonuses for Directors Mgmt For *
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 11000 0 09-Jun-05 09-Jun-05
Report Date: 12-Aug-05 Page 8 of 188
- --------------------------------------------------------------------------------
ALCATEL SA, PARIS
- --------------------------------------------------------------------------------
Security F0191J101 Meeting Type MIX
Ticker Meeting Date 20-May-05
ISIN FR0000130007 Agenda 700683510 - Management
City PARIS Holdings Recon Date 18-May-05
Country FRANCE Blocking Vote Deadline Date 10-May-05
SEDOL(s) 4216825, 4617127, 5975006, 5975017, 5975136, 5979804, 5979815, 6245827,
B032X69
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THE MEETING HELD ON 10 MAY 2005 HAS BEEN POSTPONED Non-Voting
DUE TO LACK OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD
ON 20 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 Approval of the parent company financial statements for the fiscal Mgmt For *
year ended December 31, 2004: Voting under the quorum and majority
requirements of an ordinary shareholders' meeting, the shareholders,
having read the report of the board of directors and the report of
the statutory auditors, approve in their entirety the management
report of the board and the annual parent company financial
statements for the fiscal year ended December 31, 2004 as prepared
and presented to them, and which reflect a profit of 0
2,178,214,148.03. The shareholders expressly approve the amount of
non-deductible charges (Article 39-4 of the Tax Code) mentioned in
the financial statements presented by the board of directors.
O.2 Approval of the consolidated financial statements for the fiscal year Mgmt For *
ended December 31, 2004: Voting under the quorum and majority
requirements of an ordinary shareholders' meeting, the shareholders,
having read the reports of the board of directors and of the
statutory auditors on the consolidated financial statements for the
fiscal year ended December 31, 2004, approve those consolidated
financial statements as prepared and presented to them by the board
of directors.
Report Date: 12-Aug-05 Page 9 of 188
O.3 Result for the fiscal year - Appropriation: Voting under the quorum Mgmt For *
and majority requirements of an ordinary shareholders' meeting, the
shareholders, after having read the reports of the board of
directors, approve the appropriation of the result for the fiscal
year ended December 31, 2004 proposed by the board of directors, and
resolve to make the following appropriations: Result for the fiscal
year EUR 2,178,214,148.03. Previous retained earnings EUR
(10,555,574.00) Transfer to the legal reserve EUR (15,374,184.59),
Distributable profit EUR 2,152,284,389.44, Retained earnings
EUR 2,152,284,389.44. Consequently, no dividend shall be distributed to
shareholders in respect of the 2004 fiscal year. The shareholders note
the dividends which have been distributed in respect of the three
previous fiscal years: Fiscal year: 2003 / Class of shares: NA / Number
of shares: 1,284,410,224 / Distribution to shareholders: 0 / Net
dividend per share: 0 / Tax credit per share: - / Total income per
share: -; Fiscal year: 2002 / Class of shares: NA / Number of shares:
1,264,708,498 / Distribution to shareholders: 0 / Net dividend per
share: 0 / Tax credit per share: - / Total income per share: -;
Fiscal year: 2001 / Class of shares: O Shares / Number of shares:
25,515,000 / Distribution to shareholders: EUR 2,551,500.00 / Net
dividend per share: EUR 0.10 / Tax credit per share: EUR 0.05 / Total
income per share: EUR 0.15; Fiscal year: 2001 / Class of shares: A
Shares / Number of shares: 1,215,254,797 / Distribution to
shareholders: EUR 194,440,767.52 / Net dividend per share: EUR 0.16 /
Tax credit per share: EUR 0.08 / Total in come per share: EUR 0.24.
The amount of the distributed profit which is either eligible or not
eligible for the 50% tax allowance provided by article 158-3 of the
Tax Code only has to be stated in respect of distributed revenues
paid out on or after January 1, 2005 (art. 38-II of the amended
finance law for 2004). The shareholders' meeting formally notes the
transfer to be made in 2005 of a sum of EUR 200 million from the
special long term capital gains reserve to an ordinary reserves line
item, in accordance with the amended finance law of 2004 and, insofar
as necessary, authorizes the transfers relating to the exceptional
tax affecting the Retained earnings account and the ordinary reserves
line item.
O.4 Approval of regulated agreements: Voting under the quorum and Mgmt For *
majority requirements of an ordinary shareholders' meeting, the
shareholders, having read the special report of the statutory
auditors on the agreements covered by Article L. 225-38 of the
Commercial Code, approve the agreements entered into or which
remained in force during the fiscal year, together with the
transactions mentioned therein.
Report Date: 12-Aug-05 Page 10 of 188
O.5 Renewal of the term of Mr. David Johnston as Director: Voting under Mgmt For *
the quorum and majority requirements of an ordinary shareholders'
meeting, the shareholders renew Mr. David Johnston's term as
Director for a period of four years, to expire in any event at the
end of the shareholders' meeting called to approve the financial
statements for the fiscal year ending December 31, 2008.
O.6 Renewal of the term of Mr. Pierre-Louis Lions as Director: Voting Mgmt For *
under the quorum and majority requirements of an ordinary
shareholders' meeting, the share holders renew Mr. Pierre-Louis
Lions' term as Director for a period of four years, to expire in any
event at the end of the shareholders' meeting called to approve the
financial statements for the fiscal year ending December 31, 2008.
O.7 Renewal of the term of Mr. Philippe Bissara as Director: Voting under Mgmt For *
the quorum and majority requirements of an ordinary shareholders'
meeting, the shareholders renew Mr. Philippe Bissara's term as
Director for a period of three years, to expire in any event at the
end of the shareholders' meeting called to approve the financial
statements for the fiscal year ending December 31, 2007.
O.8 Renewal of the term of Mr. Frank W. Blount as Director: Voting under Mgmt For *
the quorum and majority requirements of an ordinary shareholders'
meeting, the shareholders renew Mr. Frank W. Blount's term as
Director for a period of three years, to expire in any event at the
end of the shareholders' meeting called to approve the financial
statements for the fiscal year ending December 31, 2007.
O.9 Renewal of the term of Mr. Jean-Pierre Halbron as Director: Voting Mgmt For *
under the quorum and majority requirements of an ordinary
shareholders' meeting, the shareholders renew Mr. Jean-Pierre
Halbron's term as Director for a period of three years, to expire in
any event at the end of the shareholders' meeting called to approve
the financial statements for the fiscal year ending December 31,
2007.
Report Date: 12-Aug-05 Page 11 of 188
0.10 Renewal of the term of Mr. Peter Mihatsch as Director: Voting under Mgmt For *
the quorum and majority requirements of an ordinary shareholders'
meeting, the shareholders renew Mr. Peter Mihatsch's term as
Director for a period of three years, to expire in any event at the
end of the shareholders' meeting called to approve the financial
statements for the fiscal year ending December 31, 2007.
O.11 Renewal of the term of Mr. Thierry de Loppinot as Director: Voting Mgmt For *
under the quorum and majority requirements of an ordinary
shareholders' meeting, the shareholders renew Mr. Thierry de
Loppinot's term as Director, in his dual capacity as employee of the
company or of a subsidiary thereof and as a participant in the mutual
fund known as "Actionnariat Alcatel" (FCP3A), in accordance with the
provisions of article 12 of the articles of incorporation and bylaws,
for a period of one year, to expire in any event at the end of the
shareholders' meeting called to approve the financial statements for
the fiscal year ending December 31, 2005.
O.12 Renewal of the term of Mr. Bruno Vaillant as Director: Voting under Mgmt For *
the quorum and majority requirements of an ordinary shareholders'
meeting, the shareholders renew Mr. Bruno Vaillant's term as
Director, in his dual capacity as employee of the company or of a
subsidiary thereof and as a participant in the mutual fund known as
"Actionnariat Alcatel" (FCP3A), in accordance with the provisions of
article 12 of the articles of incorporation and bylaws, for a period
of one year, to expire in any event at the end of the shareholders'
meeting called to approve the financial statements for the fiscal
year ending December 31, 2005.
O.13 Formal acknowledgment of the continuation by Deloitte & Associes of Mgmt For *
the mandate of principal statutory auditor following the merger of
Deloitte Touche Tohmatsu into that firm: Voting under the quorum and
majority requirements of an ordinary shareholders' meeting, the
shareholders acknowledge formally that the firm of Deloitte &
Associes continues the mandate of principal statutory audit or
following the merger of Deloitte Touche Tohmatsu into that firm.
Report Date: 12-Aug-05 Page 12 of 188
O.14 Authorization to be given to the board of directors to allow the Mgmt For *
company to purchase and sell its own shares: Voting under the quorum
and majority requirements of an ordinary shareholders' meeting, the
shareholders, having read the report of the board of directors and
the prospectus approved by the French stock exchange and securities
regulator (Autoritedes marches financiers) relating to the repurchase
by the company of its own shares, authorize the board of directors,
in accordance with Articles L. 225-209 and following of the
Commercial Code, to purchase and sell on the stock exchange or
otherwise, shares of the company, under the following conditions: -
maximum purchase price per share: EUR 40 - minimum purchase price per
share: EUR 2. The total number of shares that the company may
purchase shall not exceed 10% of the total number of shares
comprising the capital of the company on the date such purchases are
effected, and the maximum number of shares held after such purchases
shall not exceed 10% of the capital of the company. Pursuant to
Article 179-l of the Decree dated March 23, 1967 relating to
corporations, the theoretical maximum number of shares that could be
purchased, based on the number of shares existing at December 31,
2004, is 130,545,546, for a theoretical maximum amount of EUR 5,221,8
21,840, without taking into account shares already held. In the event
of transactions affecting the capital of the company, and more
particularly in the event of a capital increase by capitalization of
reserves and a free distribution of shares, as well as in the event
either of a share split or of a reverse share split, the prices
indicated above shall be adjusted by a multiplier equal to the ratio
between the number of shares comprising the capital before the
transaction and the number of such shares after the transaction. The
shareholders' meeting resolves that acquisitions of shares may take
place: - with a view to their cancellation by way of a reduction of
the capital of the company with in the limits set by law, subject to
the adoption of the fifteenth resolution below; - for the purpose of
allocating them to employees and executives of the group under the
terms and conditions provided by law (share purchase options,
employee profit sharing, allocation of shares free of charge, etc.);
- with a view to honoring obligations arising from the issuance of
securities conferring a right to the capital of the company; - for
the purpose of holding them and using them in an eventual exchange or
as payment, particularly in the context of external growth
transactions initiated by the company by way of tender offer or
otherwise; - with a view to ensuring the liquidity of and to
stimulate the market in Alcatel shares through the intervention of an
investment services provider under the terms of a liquidity
agreement in conformity with a code of conduct recognized by the
French stock exchange and securities regulator; and - with a view to
engaging in any market practice which might be accepted by the French
stock exchange and securities regulator, and more generally any other
transaction in compliance with the regulations in force. The shares
may at any time, including during a public offering, and within the
limitations of the regulations in force, be purchased, sold,
exchanged or transferred, whether on the market, in a private
transaction or otherwise, by any means and particularly by block
trades, by way of options or by the use of any derivative products.
The maximum portion of the capital of the company that may be
purchased or sold in the form of block trades shall be the entire
amount of shares purchased pursuant to the purchase program or
programs successively implemented by the company pursuant to this
authorization or previous authorizations. In the event of a purchase
with a view to the granting of options to purchase shares pursuant to
the provisions of Articles L. 225-177 and
Report Date: 12-Aug-05 Page 13 of 188
following of the Commercial Code, and as an exception to what is set
out above, the rules relating to price shall be those defined by the
provisions of that Article applicable to share purchase options.
This authorization is given for a maximum period of 18 months,
expiring in any event on the date of the shareholders' meeting called
to approve the financial statements for the fiscal year ending
December 31, 2005. With effect from the date of this meeting, it
cancels and replaces the authorization previously granted to the
board of directors by the 7th resolution of the combined
shareholders' meeting held on June 4, 2004. In order to ensure the
implementation of this authorization, all necessary powers are
granted to the board of directors, with power of sub-delegation, to
place any order on the stock exchange, to enter into any agreement,
particularly for the purpose of keeping registers of purchases and
sales of shares, to make any declarations to the French stock
exchange and securities regulator (Autoritedes marches financiers)
and any other governmental body, to carry out any other formalities
and in general, to take all necessary action.
E.15 Authorization to be given to the board of directors to reduce the Mgmt For *
capital of the company: Voting under the quorum and majority
requirements of an Extraordinary shareholders' meeting, the
shareholders, having read the report of the board of directors and
the special report of the statutory auditors, authorize the board of
directors in accordance with Article L. 225-209, paragraph 5, of the
Commercial Code, for a maximum period of 18 months starting from the
date of this meeting but expiring in any event on the date of the
shareholders' meeting called to approve the financial statements for
the fiscal year ending December 31, 2005: - to cancel, in its sole
discretion, on one or more occasions, the shares of the company
which it holds as a result of the implementation of the purchase
programs decided on by the company, subject to a limit of 10% of the
total number of shares comprising the capital of the company per
24-month period, and to reduce the capital by a corresponding amount,
charging the difference between the purchase price of the cancelled
shares and their nominal value to available premiums and reserves,
including, up to an amount of 10% of the cancelled share capital, to
the legal reserve, - to record the completion of the reduction or
reductions in capital, to make the corresponding amendments to the
articles of incorporation and bylaws and to carry out any necessary
formalities, - to delegate any powers necessary for the
implementation of its decisions, all in accordance with applicable
laws in force at the time this authorization is used.
E.16 Amendment of article 7 of the articles of incorporation and bylaws of Mgmt For *
the company relating to the notifications required by such articles
when share ownership reporting thresholds are reached: Voting under
the quorum and majority requirements of an extraordinary
shareholders' meeting, the shareholders, having read the report of
the board of directors: - resolve to amend paragraphs "1/" and "2/"
of the 2nd paragraph of article 7 of the
Report Date: 12-Aug-05 Page 14 of 188
articles of incorporation and bylaws of the company, in the following
manner: "1/2% of the total number of the shares must, within a period
of five trading days from the date on which this share ownership
threshold is reached, inform the company of the total number of shares
that he owns, by letter or fax. This notification shall be renewed
under the same conditions each time a further threshold of 1% is
reached. 2/3% of the total number of the shares must, within a period
of five trading days from the date on which this share ownership
threshold is reached, request the registration of his shares. This
obligation to register shares shall apply to all the shares already
held as well as to any which might be acquired subsequently in excess
of this threshold. The copy of the request for registration, sent by
letter or fax to the company within fifteen days from the date on
which this share ownership threshold is reached, shall be deemed to be
a notification that the threshold has been reached. A further request
shall be sent in the same conditions each time a further threshold of
1% is reached, up to 50%." - resolve to amend the 6th paragraph of
article 7 of the articles of incorporation and bylaws of the company,
in the following manner: "Any shareholder whose shareholding falls
below either of the thresholds provided for in (1) and (2) above must
also inform the company thereof, within the same period of five days
and in the same manner."
E.17 Amendment of article 11 of the articles of incorporation and bylaws Mgmt For *
of the company relating to the issuance of securities representing
debt pursuant to Ordinance no. 2004-604 of June 24, 2004 reforming
the legal provisions concerning the issuance of securities: Voting
under the quorum and majority requirements of an extraordinary
shareholders' meeting, the shareholders, having read the report of
the board of directors, resolve to amend article 11 of the articles
of incorporation and bylaws of the company in the following manner:
"Article 11 - Issuance of securities representing debt The company
may contract borrowings as and when needed by means of the issuance
of securities representing debt, under the conditions provided by
law."
E.18 Amendment of article 18 of the articles of incorporation and bylaws Mgmt For *
relating to the age limit for the chairman, chief executive officer
and deputy executive officers ("mandataires sociaux") of the company:
Voting under the quorum and majority requirements of an extraordinary
shareholders' meeting, the shareholders, having read the report of
the board of directors, resolve to amend article 18 of the articles
of incorporation and bylaws of the company in the following manner:
"Article 18 - Age limit for the chairman, chief executive officer and
deputy executive officers The chief executive officer and deputy
executive officers may hold office for the period set by the board of
directors, but this period shall not exceed their term of office as
directors, if applicable, nor in any event shall such period extend
beyond the date of the ordinary shareholders' meeting called to
approve the financial statements for the fiscal year in which they
shall have reached 68 years of age. The same age limit shall apply to
the chairman of the board of directors when
Report Date: 12-Aug-05 Page 15 of 188
he is also chief executive officer. When the chairman does not also
occupy the position of chief executive officer, he may hold office
for the period set by the board of directors, but this period shall
not exceed his term of office as director, if applicable, nor in any
event shall such period extend beyond the date of the ordinary
shareholders' meeting called to approve the financial statements for
the fiscal year in which he shall have reached 70 years of age. He
shall be able to remain as a director in the terms set forth in
article 13."
E.19 Delegation of power to the board of directors to issue ordinary Mgmt For *
shares of the company and any securities conferring an immediate or
future right to shares of the company or of affiliated companies,
with preservation of preferential subscription rights, and to
increase the capital of the company by the capitalization of
premiums, reserves, profits or other funds: Voting under the quorum
and majority requirements of an extraordinary shareholders' meeting,
the shareholders, having read the report of the board of directors
and the special report of the statutory auditors: 1/ cancel the
authorization given to the board of directors by the 9th resolution
of the shareholders' meeting held on June 4, 2004, but without
retroactive effect and only with respect to the unused balance of
such authorization as of the date of this shareholders' meeting; 2/
delegate to the board of directors, acting on its own initiative, the
power, on one or more occasions, in France or abroad, in such
proportions and at such times as it may deem advisable, and in euros
or in any other currency or in any unit of account established by
reference to a basket of currencies, and with or without a premium:
a) to issue ordinary shares and securities (including warrants)
conferring an immediate or future right, at any time or on a fixed
date, whether by way of subscription, conversion, exchange,
repayment, presentation of warrants or in any other manner, to shares
of the company or of a company in which Alcatel directly or
indirectly owns more than half the capital, or of a company which
owns, directly or indirectly, more than half the capital of Alcatel,
subject to the authorization of the company as to which such rights
will be exercised; b) to increase the capital of the company by the
capitalization of premiums, reserves, profits or other funds, the
capitalization of which is permitted by law and under the articles of
incorporation and bylaws, accompanied by a free distribution of
shares or an increase in the nominal value of the existing shares; 3/
set the period of validity of this delegated power at 26 months
starting from the date of this shareholders' meeting; 4/ resolve to
set the maximum amount of the issuances which might be decided upon
by the board of directors pursuant to this delegated power as
follows: ) in the event of capital increases effected in the context
of issuances covered by 2(a) above: a) the maximum nominal amount of
the shares which may be issued directly or up on presentation of
securities, whether representing debt or not, shall not exceed EUR
750 million or the equivalent of such amount in other currencies,
increased by the nominal amount of the capital increase resulting
from the issuance of shares which may need to be effected in order to
preserve the rights of holders of such
Report Date: 12-Aug-05 Page 16 of 188
securities in accordance with law, b) the maximum nominal amount of
securities representing debt of the company which may be issued in
this manner may not exceed EUR 6 billion or the equivalent of such
amount in other currencies; - in the event of the capitalization of
premiums, reserves, profits or other funds, the maximum nominal
amount of capital increases which may be effected in this way may not
exceed the total amount of the sums which may be capitalized, it
being noted that the amount of such capital increases shall not count
towards the limit set in 4(a) above; 5/ in the event that the board
of directors uses this delegated power in the context of issuances
covered by 2( a) above: - resolve that the issuance or issuances
shall be reserved on a preferential basis to the shareholders; -
resolve that the board of directors may offer all or part of the
issued and unsubscribed shares to the public on the French market
and/or the international markets;) resolve that any issuance of
share subscription warrants of the company may be the subject either
of an offer to subscribe under the conditions provided above, or of a
free distribution to the owners of the existing shares; - formally
note that this delegated power shall automatically entail the waiver
by the shareholders of their preferential subscription rights in
respect of the shares to which the securities being issued confer a
right; 6/ resolve that the board of directors shall have all
necessary powers, with power of sub-delegation, to implement this
delegated power under the conditions set by law and, in particular: )
for any issuance covered by 2(a) above: - to determine the nature
and number of the ordinary shares and other securities to be issued,
their characteristics, the amount of the issuance premium as well as
the other terms of the issuance and, in particular, the date from
which the new shares shall confer a right to dividends, which may
even be retroactive; - to set the terms pursuant to which the company
shall, if applicable, have the option to purchase or exchange on the
stock exchange the securities issued or to be issued in the future,
at any time or during set periods, - to charge the expenses of the
capital increase or increases to the amount of the premiums relating
thereto and to deduct from that amount the sums necessary to
increase the legal reserve to one tenth of the new capital after each
increase, the balance being available to be appropriated in any way
decided by the board of directors or the ordinary shareholders'
meeting, - in the case of any capitalization of premiums, reserves,
profits or other funds:- to set the amount of the sums to be
capitalized, the number of shares to be issued and/or the amount by
which the nominal value of the shares comprising the capital of the
company shall be increased, - to resolve, if necessary, and in
accordance with provisions of article L. 225-130 of the Commercial
Code, that fractional rights shall neither be negotiable nor
transferable, and that the corresponding shares shall be sold, the
proceeds from such sale being allocated to the holders of the rights
within the period set by the regulations in force; - in general, to
enter into any agreement (in particular to ensure the successful
implementation of the issuance or issuances contemplated), to take
any necessary measures and carry out any formalities necessary for
the issuance and in order to comply with the financial obligations
arising from the securities issued pursuant to this delegated power,
as well as for the exercise of the rights attached thereto.
Report Date: 12-Aug-05 Page 17 of 188
E.20 Delegation of power to the board of directors to issue ordinary Mgmt Against *
shares of the company and any securities conferring an immediate or
future right to shares of the company or of affiliated companies,
with cancellation of preferential subscription rights: Voting under
the quorum and majority requirements of an extraordinary
shareholders' meeting, the shareholders, having read the report of
the board of directors and the special report of the statutory
auditors: 1/cancel the authorization given to the board of directors
by the 10th resolution of the shareholders' meeting held on June 4,
2004, but without retroactive effect and only with respect to the
unused balance of such authorization as of the date of this meeting;
2/ delegate to the board of directors, acting on its own initiative,
the power, on one or more occasions, in France or abroad, in such
proportions and at such times as it may deem advisable, and in euros
or in any other currency or in any unit of account established by
reference to a basket of currencies to issue: - ordinary shares and
securities (including warrants) conferring an immediate or future
right, at any time or on a fixed date, whether by way of
subscription, conversion, exchange, repayment, presentation of
warrants or in any other manner, to shares of the company or of a
company in which Alcatel directly or indirectly owns more than half
the capital, or of a company which directly or indirectly owns more
than half the capital of Alcatel, subject to the authorization of
the company as to which such rights will be exercised, it being
noted that such securities may be issued (i) as consideration for
securities transferred to the company in the context of a public
exchange offer satisfying the conditions set forth in Article L.
225-148 of the Commercial Code, (ii) in the context of any other
transaction having the same effect as a public exchange offer
initiated by the company in respect of the securities of another
company whose securities are admitted for trading on a regulated
market governed by foreign law; ) and/or securities of the type
indicated above, following the issuance by one of the companies in
which Alcatel directly or indirectly owns more than half the capital
or by a company which directly or indirectly owns more than half
the capital of Alcatel, of any other securities conferring a right,
at any time or on a fixed date, whether by way of subscription,
conversion, exchange, repayment, presentation of a warrant or in any
other manner, to the allocation of shares which are or will be
issued for this purpose and representing a portion of the capital of
Alcatel, and specially for the purpose of effecting an external
growth transaction and, in particular, the acquisition of any
company, against payment, in the short term or on a deferred basis,
with shares of the company; 3/ set the period of validity of this
delegated power at 26 months starting from the date of this
shareholders' meeting; 4/ resolve to cancel the preferential
subscription right of the shareholders in respect of the securities
which are the subject of this resolution, while leaving the power to
the board of directors, if it deems it appropriate, to give to the
shareholders, in respect of all or part of the issuance made, a
subscription priority which does not give rise to the creation of
negotiable rights, for such period as it may determine but which
shall not however be less than the period provided by law, to define
the characteristics of such priority right and in particular to
decide to limit the number of securities to which it shall give a
right for each subscription order issued; 5/ resolve to set the
maximum amount of the issuances which may be decided upon by the
board of directors pursuant to this delegated power as
Report Date: 12-Aug-05 Page 18 of 188
follows: - the maximum nominal amount of the shares which may be
issued directly or upon presentation of securities, whether or not
representing debt, shall not exceed EUR 750 million or the
equivalent of such amount in other currencies, increased by the
nominal amount of the capital increase resulting from the issuance
of shares which may eventually need to be effected in order to
preserve the rights of the holders of such securities in accordance
with law; - the maximum nominal amount of securities representing
debt of the company which may be issued in this manner may not
exceed EUR 6 billion or the equivalent of such amount in other
currencies; 6/ formally note that this delegated power shall
automatically entail the waiver by the shareholders of their
preferential subscription rights in respect of the shares to which
the securities which may be issued pursuant to this delegation
confer a right; 7/ resolve that the amount of the consideration paid
or which may subsequently be paid to the company for each of the
shares issued in the context of this delegated power shall be at
least equal to the weighted average price of the share quoted on the
Eurolist Market of Euronext Paris during the three last trading
sessions preceding the setting of the price, reduced, eventually,
by a maximum discount of 5%. This average shall be corrected, if
necessary, in the event of a difference between the dates as of
which the shares are entitled to dividends. In the event of the
issuance of share subscription warrants of the company, the sum
received by the company when the warrants are subscribed shall be
taken into account in this calculation; 8/ give all necessary powers
to the board of directors, with power of sub-delegation, to
implement this delegated power under the conditions set by law and,
in particular: - to determine the nature and number of the ordinary
shares and other securities to be issued, their characteristics, the
amount of the issuance premium as well as the other terms of their
issuance and, in particular, the date from which the new shares
shall confer a right to dividends, which may even be retroactive; -
to set the terms pursuant to which the company shall, if applicable,
have the option to purchase or exchange on the stock exchange the
securities issued or to be issued in the future, at any time or
during set periods; - more particularly, in the event of the
issuance of securities for the purpose of exchanging them against
securities tendered in the context of a public exchange offer or a
transaction having the same effect: - to approve the list of
securities tendered in the context of the exchange, - to determine
the terms of the issuance, the exchange ratio and, if necessary, the
amount of the balance to be paid in cash, - to determine the terms
of the issuance in the context either of a public exchange offer, a
purchase or exchange offer being made in the alternative, or of a
public offer that is mainly a purchase or an exchange offer, coupled
with a public exchange offer or a public purchase offer of a more
limited scope, - to charge the expenses of the capital increases to
the amount of the premiums relating thereto and to deduct from that
amount the sums necessary to increase the legal reserve to one
tenth of the new capital of the company after each increase, the
balance being available to be appropriated in any way decided by the
board of directors or the ordinary shareholders' meeting; - in
general, to enter into any agreement (in particular to ensure the
successful implementation of the issuance or issuances
contemplated), to take any necessary measures and carry out any
formalities necessary for the issuance
Report Date: 12-Aug-05 Page 19 of 188
E.21 Authorization to be given to the board of directors to increase the Mgmt Against *
number of shares to be issued in the event of an increase in the
capital of the company, with or without preferential subscription
rights, pursuant to the nineteenth and twentieth resolutions: Voting
under the quorum and majority requirements of an extraordinary
shareholders' meeting, the shareholders, having read the report of
the board of directors and the special report of the statutory
auditors, authorize the board of directors, if it ascertains that
there is excess demand to subscribe for shares upon a capital
increase decided upon pursuant to the nineteenth and twentieth
resolutions of this shareholders' meeting, to increase the number
of securities in accordance with the provisions of Article L.
225-135-1 of the Commercial Code, within thirty days of the
expiration of the subscription period, subject to a limit of 15% of
the initial issuance and at the same price as was used for the
initial issuance. The period of validity of this delegated power is
26 months starting from the date of this shareholders' meeting.
E.22 Authorization to be given to the board of directors to increase the Mgmt Against *
capital of the company, by a public offering of shares without
preferential subscription rights, by the issuance of ordinary
shares, and any securities conferring a right, immediately or in the
future, to shares, of the company or of affiliated companies, and
to set the issuance price thereof: Voting under the quorum and
majority requirements of an extraordinary shareholders' meeting, the
shareholders, having read the report of the board of directors and
the special report of the statutory auditors: 1/ authorize the board
of directors, in the context of Article L. 225-136 of the
Commercial Code and subject to a limit of 10% of the authorized
share capital of the company per year, to issue via a public
offering and without preferential subscription rights on the part of
the shareholders, any ordinary shares and other securities
conferring a right, immediately or in the future, to shares of the
company or of a company in which Alcatel directly or indirectly
owns more than half the capital, or of a company which directly or
indirectly owns more than half the capital of Alcatel, and to set
the issuance price for such shares or securities using either of the
two following methods: - an issuance price equal to the average
Alcatel share price on the Eurolist Market of Euronext Paris
recorded over a maximum period of six months preceding the issuance,
) an issuance price equal to the weighted aver age Alcatel share
price on the Eurolist Market of Euronext Paris on the day preceding
the issuance (VWAP 1) with a maximum discount of 20%; 2/ resolve
that the nominal amount of the increase in the capital of the
company resulting from the issuance of the securities defined in
paragraph 1/ above, shall count to wards the amount of the overall
limit for capital increases set in the twentyfourth resolution; 3/
formally note that this delegated power shall automatically entail
the waiver by the shareholders of their preferential subscription
rights in respect of the shares to which the securities issued
pursuant to this delegated power confer a right; 4/ set the period
of validity of this authorization at 26 months starting from the
date of this shareholders' meeting; 5/ give all necessary powers to
the board of directors, with power of sub-delegation, to implement
these issuances on such terms as it may decide, and in particular: -
to
Report Date: 12-Aug-05 Page 20 of 188
set the nature and number of the ordinary shares and the other
securities to be created, their characteristics and the terms of
their issuance; - to charge the expenses of the capital increase to
the amount of the premiums relating thereto and to deduct from that
amount the sums necessary to increase the legal reserve to one tenth
of the new capital of the company after each increase, the balance
being available to be appropriated in any way decided by the board
of directors or the ordinary shareholders' meeting; - to make any
necessary amendments to the articles of incorporation and bylaws.
E.23 Delegation of power to the board of directors to increase the Mgmt Against *
capital of the company, to compensate for contributions in kind in
the form of shares or securities conferring a right to the capital
of unaffiliated companies: Voting under the quorum and majority
requirements of an extraordinary shareholders' meeting, the
shareholders, having read the report of the board of directors: 1/
delegate to the board of directors, in accordance with Article L.
225-147 of the Commercial Code, the power necessary to increase the
capital of the company, subject to a limit of 10% of the capital of
the company, by the issuance of ordinary shares and any other
securities conferring a right to the capital of the company, in
consideration of contributions in kind made to the company
consisting of shares or securities conferring a right to the capital
of unaffiliated companies, when the provisions of Article L. 225-148
of the Commercial Code do not apply; 2/ resolve that the nominal
amount of the capital increase resulting from the issuance of the
securities defined in paragraph 1/ above shall count towards the
amount of the overall limit for increases in the capital of the
company set in the twenty-fourth resolution; 3/ set the period of
validity of this delegation at 26 months starting from the date of
this shareholders' meeting; 4/ give all necessary powers to the
board of directors, with power of sub-delegation, to implement these
issuances on such terms as it may decide and, in particular: - to
set the nature and number of the ordinary shares and the securities
to be created, their characteristics and the terms of their
issuance, - to approve the valuation of the assets contributed, - to
charge the expenses, charges and duties of the capital increase to
the amount of the premiums relating thereto and to deduct from that
amount the sums necessary to increase the legal reserve to one tenth
of the new capital of the company after each increase, the balance
being available to be appropriated in any way decided by the board
of directors or the ordinary shareholders' meeting, - to make any
necessary amendments to the articles of incorporation and bylaws.
E.24 Overall limits on the amount of issuances to be made pursuant to the Mgmt Against *
nineteenth, twentieth, twenty-first, twenty-second and twenty-third
resolutions: Voting under the quorum and majority requirements of an
extraordinary shareholders' meeting, the shareholders, having read
the report of the board of directors and the special report of the
statutory auditors, resolve to set the following limits on the
amounts of the issuances which could be
Report Date: 12-Aug-05 Page 21 of 188
decided upon by the board of directors pursuant to the delegated
powers or authorizations contained in the nineteenth, twentieth,
twenty-first, twenty-second and twenty-third resolutions of the
shareholders' meeting held on the date thereof: 1/ the maximum
nominal amount of the shares which may be issued directly or upon
presentation of securities, whether or not representing debt, shall
not exceed EUR 750 million or the equivalent of such amount in other
currencies, increased by the nominal amount of the capital increase
resulting from the issuance of shares which may eventually need to
be effected in order to preserve the rights of holders of such
securities in compliance with law, it being noted that this limit
shall not apply to capital increases by capitalization of premiums,
reserves, profits or other funds, 2/ the maximum nominal amount of
securities representing debt of the company which may be issued may
not exceed EUR 6 billion or the equivalent of such amount in other
currencies.
E.25 Authorization to be given to the board of directors to increase the Mgmt For *
capital of the company by the issuance of shares reserved to
participants in a company savings plan in accordance with the
provisions of the Commercial Code and of Articles L. 443-1 and
following of the Labor Code, including in the event of use of the
delegations of power and authorizations to effect a capital
increase: Voting under the quorum and majority requirements of an
extraordinary shareholders' meeting, the shareholders, having read
the report of the board of directors and the special report of the
statutory auditors: 1/ cancel the authorization given to the board
of directors by the 12th resolution of the shareholders' meeting
held on June 4, 2004, but without retroactive effect and only with
respect to the unused balance of such authorization as of the date of
this meeting; 2/ authorize the board of directors, in the context
of the provisions of Articles L. 225-138 and L. 225-129-6 of the
Commercial Code, and of Article L. 443-5 of the Labor Code, to
increase the capital on one or more occasions, at its sole
initiative, by the issuance of new shares to be paid in cash and, if
applicable, by the free distribution of shares or other securities
conferring a right to the share capital under the conditions set by
law, and reserved to participants in a company savings plan; 3/
resolve that the beneficiaries of the capital increases authorized
hereby shall be the participants in a company savings plan of
Alcatel or of companies affiliated with Alcatel within the meaning
of Article L. 225-180 of the Commercial Code, and who further
satisfy any conditions that may be set by the board of directors;
4/ resolve to cancel the preferential subscription right of the
shareholders in respect of the shares thus issued, in favor of the
said employees; 5/ set the period of validity of this authorization
at 26 months starting from the date of this shareholders' meeting;
6/ resolve to limit the maximum number of shares of the company
which may be issued pursuant to this resolution to 3% of the capital
of the company at the time of each issuance; 7/ resolve that the
subscription price for the shares to be paid by the beneficiaries
referred to above shall not be more than 5% lower than the average
opening prices of the shares quoted on the Eurolist Market of
Euronext Paris during the twenty trading sessions preceding the date
on which the board of directors
Report Date: 12-Aug-05 Page 22 of 188
adopts its decision setting the opening date of the subscription,
nor shall it be higher than this average, which shall, if necessary,
be corrected in the event of a difference between the dates as of
which the shares are entitled to dividends; 8/ authorize the board
of directors, pursuant to this authorization, to issue any
securities conferring a right to the capital of the company which
might be authorized in the future by the laws or regulations then
in force; 9/ resolve that, in the event that pursuant to the powers
delegated to the board of directors by this shareholders' meeting
pursuant to the nineteenth, twentieth, twentysecond and
twenty-seventh resolutions, the board should decide on a capital
increase to be subscribed in cash or on an allocation of options to
subscribe for shares of the company, it shall issue its opinion on
the appropriateness of increasing the capital pursuant to Article
L.225-129-6 of the Commercial Code, and authorize the board of
directors, with power of sub-delegation, to make such capital
increases reserved to the beneficiaries referred to in paragraph 3
above, subject to a maximum limit of 3% of the capital increase that
it shall have decided upon pursuant to the powers delegated to it
and authorizations provided by the aforementioned nineteenth,
twentieth and twenty-second resolutions and the twenty-seventh
resolution below; 10/ give all necessary powers to the board of
directors, with power of sub-delegation, to implement this
authorization, subject to the limitations and under the conditions
specified above, in order, in particular: - to determine the
companies whose employees shall be entitled to benefit from the
subscription offer, and to set the conditions to be satisfied by the
beneficiaries, - to set the nature of the securities to be created,
their characteristics and the manner of their issuance, - to decide
that the subscriptions may be effected directly or through a mutual
fund or another entity in accordance with the legislation in force,
- to decide and set the terms of free distributions of shares or of
other securities conferring a right to the capital of the company,
pursuant to the authorization granted above, - to set the period
given to subscribers to pay for their shares, - to set the date from
which the new shares shall confer a right to dividends, which may
even be retroactive. - formally to record the completion of the
capital increase for the number of shares actually subscribed, or
to decide to increase the amount of the capital increase so that
all of the subscription requests received may be satisfied, - to
charge the expenses of the capital increases to the amount of the
premiums relating thereto and to deduct from that amount the sums
necessary to increase the legal reserve to one tenth of the new
capital of the company after each increase, the balance being
available to be appropriated in any way decided by the board of
directors or the ordinary shareholders' meeting;) in general, to
take any steps to complete the capital increases, to carry out any
formalities required in connection therewith and to make any
necessary amendments to the articles of incorporation and bylaws.
Report Date: 12-Aug-05 Page 23 of 188
E.26 Authorization to be given to the board of directors to distribute Mgmt For *
existing shares of the company, or shares to be issued by the
company, free of charge: Voting under the quorum and majority
requirements of an extraordinary shareholders' meeting, the
shareholders, having read the report of the board of directors and
the special report of the statutory auditors, in accordance with the
article L. 225-197-1 and following of the Commercial Code: 1/
authorize the board of directors to make distributions of existing
company shares or of company shares to be issued in the future,
free of charge, on one or more occasions, to members of salaried
staff or to certain categories of such staff, and to the chairman,
chief executive officer and deputy executive officers, of Alcatel
and of companies or economic interest groups affiliated therewith,
under the conditions provided by Article L. 225-17-2 of the
Commercial Code; 2/ resolve that the board of directors shall
determine the identity of the beneficiaries of such distributions
together with the conditions thereof and, if applicable, the
criteria for the allocation of such shares; 3/ resolve that the
total number of shares distributed free of charge shall not be such
that, when added to any capital increases resulting from the
exercise of options granted pursuant to the twenty-seventh
resolution, the capital increase is in excess of 6% of the capital
of the company; 4/ formally note that the shares shall be finally
allocated to their beneficiaries at the expiration of a purchase
period and shall be held by such beneficiaries for a minimum period.
The minimum purchase period and period of mandatory holding shall
be not less than those set by the Commercial Code on the date of
the decision of the board of directors; 5/ resolve that the board of
directors shall have the power to set the length of the purchase
period and of the mandatory holding period under the conditions
provided in paragraph 4/ above; 6/ authorize the board of directors,
if necessary, during the purchase period, to make adjustments to
the number of shares distributed free of charge depending upon
eventual transactions affecting the capital of Alcatel, in order to
preserve the rights of the beneficiaries; 7/ formally note that in
the event of the distribution, free of charge, of shares to be
issued, this authorization shall entail, at the end of the purchase
period, a capital increase by the capitalization of reserves,
profits or issuance premiums in favor of the beneficiaries of the
said shares and a corresponding waiver by the shareholders in favor
of the persons to whom the shares are allocated, of their share of
the reserves, profits and premiums so capitalized; 8/ set the period
of validity of this authorization at 38 months starting from the
date thereof; 9/ resolve that the board of directors shall have all
necessary powers, particularly, in the event of the distribution of
shares to be issued in the future, to set the amount and nature of
the reserves, profits and premiums to be capitalized, to determine
the amount of the unavailable reserve by deduction from the
profits, premiums or reserves line items, to note any capital
increase effected pursuant to this delegated power, to amend the
articles of incorporation and bylaws as a result thereof and in
general, to take all necessary action.
Report Date: 12-Aug-05 Page 24 of 188
E.27 Authorization to be given to the board of directors to grant share Mgmt For *
subscription options or share purchase options in the company: Voting
under the quorum and majority requirements of an extraordinary
shareholders' meeting, the shareholders, having read the report of
the board of directors and the special report of the statutory
auditors: 1/ cancel the authorization given to the board of directors
by the 13th resolution of the shareholders' meeting held on April 18,
2002, but without retroactive effect and consequently only with
respect to the unused balance of such authorization as of the date of
this meeting; 2/ authorize the board of directors, with power to
sub-delegate to the chief executive officer, in the context of the
provisions of Article L. 225-177 and following of the Commercial
Code, to grant options to the beneficiaries indicated below, on one
or more occasions, conferring a right to subscribe for new shares of
the company to be issued by way of a capital increase or to buy
existing shares of the company from those shares bought back by the
company under the conditions provided by law; 3/ resolve that the
beneficiaries of these options shall be chosen among the salaried
personnel or the chairman, chief executive officer and deputy
executive officers ("mandataires sociaux") as defined by law, of
Alcatel and of companies or economic interest groups affiliated
directly or indirectly therewith under the conditions of Article L.
225-180 of the Commercial Code; 4/ resolve that the total number of
options granted in the context of this authorization may not confer a
right to subscribe for a number of new shares in excess of 6% of the
total number of shares comprising the capital of the company, subject
to any other legal limits, it being noted that the total number of
new shares allocated pursuant to the twenty-sixth resolution shall
count towards this limit; 5/ resolve that the issuance price or
purchase price of the shares may not be less than the average opening
prices quoted for the shares on the Eurolist Market of Euronext Paris
during the last twenty trading sessions preceding the date of the
decision to grant the options, it being noted, in addition, that in
the case of purchase options, the purchase price of the share on the
date the option is granted may also not be less than the average
purchase price of the shares held by the company pursuant to Articles
L. 225-208 or L. 225-209 of the Commercial Code; 6/ set the period of
validity of this authorization at 38 months starting from the date
hereof; 7/ resolve that the period for the exercise of the options
may not exceed ten years with effect from the date of allocation of
the options by the Board of directors; 8/ formally note, pursuant to
article L. 225-178 of the Commercial Code, that this authorization
shall entail the express waiver by the shareholders in favor of the
beneficiaries of the share subscription options, of the shareholders'
preferential subscription right in respect of the shares issued as
and when options are exercised; 9/ delegate all necessary powers to
the board of directors, with power to sub-delegate to the chief
executive officer, to set the other terms and conditions of the
allocation of the options and of the exercise thereof, and
particularly:- to set the conditions in which the options will be
granted and to determine the list or the categories of beneficiaries
of the options as provided above; if applicable, to set the
conditions of seniority that beneficiaries of these options must
satisfy; to decide the conditions under which the price and the
number of shares may be adjusted, - to determine one or several
periods of final vesting of the rights of the beneficiaries and any
conditions attached to such vesting, as well as the period or periods
during which the options thus granted may be exercised, and the term
of such options, - to provide for the power to suspend temporarily
the exercise of options for a maximum period of three months in the
event of the completion of financial
Report Date: 12-Aug-05 Page 25 of 188
transactions involving the exercise of a right attached to the
shares to which the options relate, - to carry out or arrange to be
carried out any actions and for malities for the purpose of
completing the capital increase or increases that may be effected
pursuant to the authorization that is the subject of this
resolution; to amend the articles of incorporation and bylaws
accordingly, and generally to take all necessary action. - to
charge the expenses of the capital increases to the amount of the
premiums relating thereto and to deduct from that amount the sums
necessary to increase the legal reserve to one tenth of the new
capital of the company after each increase, the balance being
available to be appropriated in any way decided by the board of
directors or the ordinary shareholders' meeting.
E.28 Powers to implement the decisions of the shareholders' meeting and Mgmt For *
to carry out the corresponding formalities: The shareholders give
all necessary powers to the bearer of an original, copy or extract
of the minutes of this shareholders' meeting, to effect all
filings and carry out other formalities, as necessary.
A Verification Period exists in France. Please see Non-Voting
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 ad vise 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
* Management position unknown
Report Date: 12-Aug-05 Page 26 of 188
- ------------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- ------------------------------------------------------------------------------------
VV6A 50P 13700 0 25-Apr-05 25-Apr-05
Report Date: 12-Aug-05 Page 27 of 188
- --------------------------------------------------------------------------------
ALPHA BANK SA
- --------------------------------------------------------------------------------
Security X1687N119 Meeting Type Annual General Meeting
Ticker Meeting Date 24-May-05
ISIN GRS015013006 Agenda 700701457 - Management
City ATHENS Holdings Recon Date 20-May-05
Country GREECE Blocking Vote Deadline Date 11-May-05
SEDOL(s) 4235864, 5437517, B06G6X6
- --------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- --------------------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN ORDINARY GENERAL MEETING. PLEASE BE Non-Voting
ADVISED THAT THE MEETING HELD ON 05 MAY 2005 HAS BEEN POSTPONED DUE TO
LACK OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD ON 24 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.
1. Approval of a stock option scheme in favor of executive members of Mgmt For *
the Board of Directors and managerial executives of the Bank, including
affiliated with the Bank companies, for the obtainment of Alpha Bank
shares (paragraph 9, article 13 of Codified Law 2190/1920).
* Management position unknown
- --------------------------------------------------------------------------------
Ballot Shares On
Account Number Custodian Shares Loan Vote Date Date Confirmed
- --------------------------------------------------------------------------------
VV6A 50P 3412 0 22-Apr-05 22-Apr-05
Report Date: 12-Aug-05 Page 28 of 188
- --------------------------------------------------------------------------------
BANCO BILBAO VIZCAYA ARGENTARIA SA, BILBAO
- --------------------------------------------------------------------------------
Security E11805103 Meeting Type ExtraOrdinary General Meeting
Ticker Meeting Date 13-Jun-05
ISIN ES0113211835 Agenda 700727451 - Management
City BILBAO Holdings Recon Date 08-Jun-05
Country SPAIN Vote Deadline Date 01-Jun-05
SEDOL(s) 0443694, 2882712, 5501906, 5503742, 5505157, 5766727, 5777570,
B0372X4
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE Non-Voting
WILL BE A SECOND CALL ON 14 JUN 2005 CONSEQUENTLY, YOUR VOTING
INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS
AMENDED. THANK YOU
1. Approve to increase the capital of Banco Bilbao Vizcaya Argentaria, Mgmt For *
Sociedad Anonima, by a nominal amount of EUR 260,254,745.17, through
the issue of 531.132.133 ordinary shares, with exclusion of the
preferential subscription right, to meet the requirements of the
exchange which will be carried out in connection with the take over
bid for Banca Nazionale Dellavoro, S.P.A. ordinary shares, the
aforementioned issue will be paid through non-cash contributions, and
it is assumed that it may be not totally subscribed, the price of
the newly issued shares, nominal value plus issuance premium, will
be the BBVA share price at the close of the day prior to that on
which the general meeting passing the resolution concerning the
capital increase will be held, provided that such closing price is
higher than EUR 4.59, which is the net value per share of the
existing BBVA shares, and that it is not higher than EUR 12.60, being
this the closing price of Banco Bilbao Vizcaya Argentaria, Sociedad
Anonima shares on 18 MAR 2005, date on which Banco Bilbao Vizcaya
Argentaria, Sociedad Anonima publicly announced its intention to
carry out the operation. Delegation of powers to the board of
directors, in conformity with the provisions of Section 153.1.A of
the Spanish Limited Companies act, Ley De Sociedades Anonimas, to fix
the date on which the resolution will become effective, and to decide
on its partial or total execution, within the amount established and
depending on the outcome of the aforesaid take over bid, with powers
to determine those conditions of the capital increase which have not
been decided by the meeting, particularly those concerning the final
amount by which the capital will be increased, delegation of powers
to amend Article 5 of the company bylaws about the corporate
capital. application for quotation of the newly issued shares
Report Date: 12-Aug-05 Page 29 of 188
2. Authorize the Board of Directors to execute and deliver, rectify, Mgmt For *
construe and implement the resolutions adopted by the meeting
* Management position unknown
- ----------------------------------------------------------------------------
Shares
Account Number Custodian Ballot Shares On Loan Vote Date Date Confirmed
- ----------------------------------------------------------------------------
VV6A 50P 11800 0 24-May-05 24-May-05
Report Date: 12-Aug-05 Page 30 of 188
- --------------------------------------------------------------------------------
BAYERICHE MOTORENWERKE AG BMW, MUENCHEN
- --------------------------------------------------------------------------------
Security D12096109 Meeting Type Annual General Meeting
Ticker Meeting Date 12-May-05
ISIN DE0005190003 Agenda 700668582 - Management
City MUNICH Holdings Recon Date 10-May-05
Country GERMANY Blocking Vote Deadline Date 28-Apr-05
SEDOL(s) 2549783, 5756029, 5757260, 5757271, 7080179, 7158407
- --------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- --------------------------------------------------------------------------------------------------------------------
1. Receive the financial statements and annual report for the FY 2004 Mgmt For *
with the report of the Supervisory Board, the Group financial
statements and the Group annual report
2. Approve the appropriation of the distributable profit of EUR Mgmt For *
418,614,024.04 as follows: payment of a dividend of EUR 0.62 per
ordinary share and EUR 0.64 per preferred share ex-dividend and
payable date: 13 MAY 2005
3. Ratify the acts of the Board of Managing Directors Mgmt For *
4. Ratify the acts of the Supervisory Board Mgmt For *
5. Elect KPMG Deutsche Treuhandgesellschaft AG Mgmt For *
Wirtschaftspruefungsgesellschaft, Munich as the Auditors for the year
2005
6. Amend the Articles of Association in connection with the Law on Mgmt For *
Corporate Integrity and the Modernization of the Right to set aside
resolutions of shareholders meetings UMAG, as follows: Section
16(3), regarding the notice of the shareholders meeting being
published in the electronic Federal Gazette in accordance with the
statutory provisions Section 17(1) and (2), regarding shareholders
intending to attend the shareholders meeting being obliged to
register seven days prior to the share holders meeting and to
provide a proof, written or via fax in German or English, of their
entitlement to attend the shareholders meeting
Report Date: 12-Aug-05 Page 31 of 188
or to exercise their voting rights Section 19(2), regarding the Chair
man of the shareholders meeting being authorized to limit the time
for questions and answers at the shareholders meeting
7. Authorize the Company to acquire own ordinary or preferred shares of Mgmt For *
up to 10% of its share capital, at prices not deviating more than 10%
from the market price of the shares, effective from 01 JUN 2005
until 11 NOV 2006; and authorize the Board of Managing Directors to
retire the shares
COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS MEETING. A LINK TO THE Non-Voting
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.
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 3800 0 02-Apr-05 02-Apr-05
Report Date: 12-Aug-05 Page 32 of 188
- --------------------------------------------------------------------------------
BHP BILLITON PLC
- --------------------------------------------------------------------------------
Security G10877101 Meeting Type ExtraOrdinary General Meeting
Ticker Meeting Date 13-Jun-05
ISIN GB0000566504 Agenda 700722312 - Management
City LONDON Holdings Recon Date 09-Jun-05
Country UNITED KINGDOM Vote Deadline Date 02-Jun-05
SEDOL(s) 0056650, 4878333, 5359730, 6016777, B02S6G9
- --------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- --------------------------------------------------------------------------------------------------------------------
S.1 Authorize the Directors to appropriate distributable profits of Mgmt For *
the Company as specified to the payment of the final dividend 2004,
on the Company's ordinary shares, of USD 0.095 per share paid on 22
SEP 2004 to shareholders at the close of business on 03 SEP 2004 the
"September 2004 Dividend"; approve: to release any and all claims
which the Company may have in respect of the payment of the
September 2004 Dividend against its shareholders who appeared on the
register of members on the relevant record date and to enter a deed
of release in favour of such members into by the Company in the form
of the deed as specified; that any distribution involved in the
giving of any such release in relation to the September 2004
Dividend be made out of the profits appropriated to the September
2004 Dividend as aforesaid by reference to a record date identical
to the record date for the September 2004 Dividend; and to release
any and all the claims which the Company may have against its
Directors both past and present arising out of the payment of the
September 2004 Dividend and to enter a deed of release in favour of
the Company's Directors into by the Company in the form of the deed
as specified
S.2 Approve to cancel the share premium account of the Company Mgmt For *
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 10000 0 17-May-05 17-May-05
Report Date: 12-Aug-05 Page 33 of 188
- --------------------------------------------------------------------------------
CAPGEMINI SA, PARIS
- --------------------------------------------------------------------------------
Security F13587120 Meeting Type Ordinary General Meeting
Ticker Meeting Date 12-May-05
ISIN FR0000125338 Agenda 700672478 - Management
City PARIS Holdings Recon Date 10-May-05
Country FRANCE Blocking Vote Deadline Date 06-May-05
SEDOL(s) 4163437, 5619382, 5710315, 7164062
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
A Verification Period exists in France. Please see Non-Voting
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:
PLEASE NOTE THAT THE MEETING HELD ON 28 APR 2005 HAS BEEN POSTPONED Non-Voting
DUE TO LACK OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD ON
12 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 Receive the report of the Board of Directors and the general report Mgmt For *
of the Statutory Auditors; approve the financial statements and the
balance sheet for the year 2004, in the form presented to the
meeting, showing a loss of: EUR (-) 948,714,553.24; and grant
permanent discharge to the Board of Directors for the performance of
its duties during the said FY
O.2 Receive the reports of the Board of Directors and the Statutory Mgmt For *
Auditors; and approve the consolidated financial statements for the
said FY, in the presented to the meeting, showing consolidated net
loss of: EUR - 359,000,000.00
Report Date: 12-Aug-05 Page 34 of 188
O.3 Receive the special report of the Auditors on agreements governed by Mgmt For *
Article L . 225-38 of the French Commercial Code; and approve the
said report and notices that no agreement was concluded during the
last FY
O.4 Approve to charge the losses of the 2004 FY amounting to: EUR Mgmt For *
-948,714,553.24 and the carry forward account: EUR (-)41,681,723.70
to the share premium account, the share premium account is reduced
from EUR 3,203,389,464.52 to EUR 2,21 2,993,187.58 and to distribute
any dividend for the 2004 FY in accordance with the regulations in
force, the general meeting is reminded that no dividend has been
paid for the past two FYs; an amount of EUR 61,345,008.61 charged to
the special reserve on long-term capital gains account will be
transferred to the other reserves account; the outstanding tax of
2.5% will also be charged to this account
O.5 Authorize the Board of Directors to buy back the Company's shares on Mgmt For *
the open market, as per the following conditions: maximum purchase
price: EUR 50.00, maximum number of shares that may be acquired:
13,138,317 and take all necessary measures and accomplish all
necessary formalities; Authority expires at the end of 18 months
O.6 Appoint Mr. M. Daniel Bernard as a Director for a period of 6 years Mgmt For *
O.7 Appoint Mr. M. Thierry de Montbrial as a Director for a period of 6 Mgmt For *
years
O.8 Appoint Mr. M. Marcel Roulet as Control Agent for a period of 6 years Mgmt For *
Report Date: 12-Aug-05 Page 35 of 188
E.9 Authorize the Board of Directors to reduce the share capital by Mgmt For *
cancelling the shares held by the Company in connection with a stock
repurchase plan, provided that the total number of shares cancelled
in the 24months does not exceed 10% of the capital and to take all
necessary measures and accomplish all necess ary formalities;
Authority expires at the end of 24 months
E.10 Authorize the Board of Directors to increase the share capital, in Mgmt For *
one or more transactions, by a maximum nominal amount of EUR
1,500,000,000.00, by way of capitalizing retained earnings, income,
premiums or else, 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
E.11 Authorize the Board of Directors to increase in one or more Mgmt For *
transactions, in France or abroad, the share capital by a maximum
nominal amount of EUR 450,000,000.00, by way of issuing ordinary
shares, stocks and shares giving access to the share capital and to
the allocation of debt securities with maintenance of the
shareholders' preferential right of subscription, the aggregate value
of securities access to the share capital and to the allocation of
debt securities shall not exceed EUR 3,000,000,000.00; and to take
all necessary measures and accomplish all necessary formalities;
Authority expires at the end of 26 months
E.12 Authorize the Board of Directors to increase in one or more Mgmt For *
transactions, in France or abroad, the share capital by a maximum
nominal amount of EUR 300,000,000.00, by way of issuing ordinary
shares, stocks and shares giving access to the ordinary shares of the
Company and to the allocation of debt securities without the
shareholders preferential right of subscription, the aggregate value
of securities access to the share capital and to the allocation of
debt securities shall not exceed EUR 2,000,000,000.00; and 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 may decide to increase the number of Mgmt For *
securities to be issued in the event of a capital increase in
accordance with Resolution E.11 and E.12, within the limit of the
ceilings stipulated in said resolutions
Report Date: 12-Aug-05 Page 36 of 188
O.14 Authorize the Board of Directors to issue within the same ceilings as Mgmt For *
in Resolution E.12, shares of the Company or stocks and shares
giving access to the share capital or to the allocation of debt
securities, in consideration for stock tender offers are in effect
and, within the limit of 10% of the share capital, in contributions
in kind granted to the Company and comprised of equity securities
giving access to share capital without shareholders' preferential
right of subscription; and to take all necessary measures and
accomplish all necessary formalities; Authority expires at the end
of 18 months
E.15 Authorize the Board of Directors to grant one or more transactions to Mgmt For *
employees and Officers options, giving the right either to subscribe
for new shares in the Company to be issued through a share capital
increase or to purchase existing shares purchased by the Company, it
being provided that the options shall not give rights to a total
number of shares, which shall exceed 6,000,000; and to take all
necessary measures and accomplish all necessary formalities;
Authority expires at the end of 38 months
E.16 Authorize the Board of Directors to proceed with allocations free of Mgmt For *
charge of Company's existing ordinary shares or to be issued, in
favour of the employees or the Officers, provided that they shall
not represent more than 2,000,000 shares; and to take all necessary
measures and accomplish all necessary formalities; Authority expires
at the end of 38 months
E.17 Authorize the Board of Directors to increase the share capital, in Mgmt For *
one or more transactions, at its sole discretion, in favour of the
Company's employees who are Members of a Company saving plan and for
maximum number of shares which shall not exceed 3,500,000 and to take
all necessary measures and accomplish all necessary formalities;
Authority expires at the end of 18 months
E.18 Approve that the overall nominal amounts pertaining to: (-) the Mgmt For *
capital increases to be carried out with the use of the delegations
given by Resolutions E.11, E.12, E.13 and O.14 shall not exceed EUR
450,000,000.00, (-) the issues of securities to be carried out with
the use of the delegations given by Resolutions E.11, E.12, E.13 and
O.14 shall not exceed EUR 3,000,000,000.00
Report Date: 12-Aug-05 Page 37 of 188
E.19 Grant all powers to the bearer of a copy or an extract of the minutes Mgmt For *
of this meeting in order to accomplish all formalities, filings and
registrations prescribed by Law
PLEASE NOTE THAT THIS IS A MIX MEETING. THANK YOU Non-Voting
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 5826 0 30-Mar-05 30-Mar-05
Report Date: 12-Aug-05 Page 38 of 188
- --------------------------------------------------------------------------------
CHEUNG KONG (HOLDINGS) LTD
- --------------------------------------------------------------------------------
Security Y13213106 Meeting Type Annual General Meeting
Ticker Meeting Date 19-May-05
ISIN HK0001000014 Agenda 700704465 - Management
City KOWLOON Holdings Recon Date 11-May-05
Country HONG KONG Vote Deadline Date 06-May-05
SEDOL(s) 5633100, 6190273, 6191458, B01XX20
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Receive the audited financial statements and the reports of the Mgmt For *
Directors and the Auditors for the YE 31 DEC 2004
2. Declare a final dividend Mgmt For *
3.1 Re-elect Mr. Li Ka-Shing as a Director Mgmt For *
3.2 Re-elect Mr. Li Tzar Kuoi as a Director Mgmt For *
3.3 Re-elect Mr. Victor as a Director Mgmt For *
3.4 Re-elect Ms. Pau Yee Wan as a Director Mgmt For *
3.5 Re-elect Mr. Ezra as a Director Mgmt For *
3.6 Re-elect Mr. Woo Chia Ching as a Director Mgmt For *
Report Date: 12-Aug-05 Page 39 of 188
3.7 Re-elect Mr. Grace as a Director Mgmt For *
3.8 Re-elect Mr. Leung Siu Hon as a Director Mgmt For *
3.9 Re-elect Mr. Simon Murray as a Director Mgmt For *
3.10 Re-elect Mr. Chow Nin Mow as a Director Mgmt For *
3.11 Re-elect Mr. Albert as a Director Mgmt For *
3.12 Re-elect Mr. Kwan Chiu Yin as a Director Mgmt For *
3.13 Re-elect Mr. Robert as a Director Mgmt For *
3.14 Re-elect Mr. Cheong Ying Chew as a Director Mgmt For *
3.15 Re-elect Mr. Henry as a Director Mgmt For *
4. Appoint the Auditors and authorize the Directors to fix their Mgmt For *
remuneration
Report Date: 12-Aug-05 Page 40 of 188
5.1 Authorize the Directors, to issue and dispose the additional shares Mgmt For *
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 period as specified Mgmt For *
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 of additional shares Mgmt For *
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
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 14000 0 27-Apr-05 27-Apr-05
Report Date: 12-Aug-05 Page 41 of 188
- --------------------------------------------------------------------------------
CHEUNG KONG (HOLDINGS) LTD
- --------------------------------------------------------------------------------
Security Y13213106 Meeting Type Annual General Meeting
Ticker Meeting Date 19-May-05
ISIN HK0001000014 Agenda 700720306 - Management
City KOWLOON Holdings Recon Date 11-May-05
Country HONG KONG Vote Deadline Date 12-May-05
SEDOL(s) 5633100, 6190273, 6191458, B01XX20
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 232094 DUE TO A Non-Voting
CHANGE IN THE 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 the reports of the Mgmt For *
Directors and Auditors for the YE 31 DEC 2004
2. Declare a final dividend Mgmt For *
3.1 Elect Mr. Li Ka-Shing as a Director Mgmt For *
3.2 Elect Mr. Li Tzar Kuoi, Victor as a Director Mgmt For *
3.3 Elect Ms. Pau Yee Wan, Ezra as a Director Mgmt For *
3.4 Elect Ms. Woo Chia Ching, Grace as a Director Mgmt For *
Report Date: 12-Aug-05 Page 42 of 188
3.5 Elect Mr. Leung Siu Hon as a Director Mgmt For *
3.6 Elect Mr. Simon Murray as a Director Mgmt For *
3.7 Elect Mr. Chow Nin Mow, Albert as a Director Mgmt For *
3.8 Elect Mr. Kwan Chiu Yin, Robert as a Director Mgmt For *
3.9 Elect Mr. Cheong Ying Chew, Henry as a Director Mgmt For *
4. Appoint Messrs. Deloitte Touche Tohmatsu as the Auditors and Mgmt For *
authorise the Directors to fix their remuneration
5.1 Authorize the Directors, to issue and dispose the additional shares Mgmt For *
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 period as specified of Mgmt For *
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 HongKong 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;
Report Date: 12-Aug-05 Page 43 of 188
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 of additional shares Mgmt For *
pursuant to 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 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
* Management position unknown
- ----------------------------------------------------------------------------
Ballot Shares On
Account Number Custodian Shares Loan Vote Date Date Confirmed
- ----------------------------------------------------------------------------
VV6A 50P 14000 0 13-May-05 13-May-05
Report Date: 12-Aug-05 Page 44 of 188
- --------------------------------------------------------------------------------
CHINA MOBILE (HONG KONG) LTD
- --------------------------------------------------------------------------------
Security Y14965100 Meeting Type Annual General Meeting
Ticker Meeting Date 12-May-05
ISIN HK0941009539 Agenda 700672101 - Management
City HONG KONG Holdings Recon Date 26-Apr-05
Country HONG KONG Vote Deadline Date 29-Apr-05
SEDOL(s) 5563575, 6073556, B01DDV9
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Receive the financial statements for the YE 31 DEC 2004 and the Mgmt For *
reports of the Directors and the Auditors
2. Declare a final dividend for the YE 31 DEC 2004 Mgmt For *
3. Elect the Directors Mgmt For *
4. Re-appoint the Auditors and authorize the Directors to fix their Mgmt For *
remuneration
5. Authorize the Directors, during the relevant period to purchase Mgmt For *
shares of HKD 0.10 each in the capital of the Company including any
form of depositary receipt representing the right to receive such
shares shares, the aggregate nominal amount of shares which may be
purchased on The Stock Exchange of Hong Kong Limited or any other
stock exchange on which securities of the Company may be listed and
which is recognized for this purpose by the Securities and Futures
Commission of Hong Kong and The Stock Exchange of Hong Kong Limited
as specified shall not exceed or represent more than 10% of the
aggregate nominal amount of the share capital of the Company in issue
at the date of passing this resolution, and the said approval shall
be limited accordingly; Authority expires 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
Report Date: 12-Aug-05 Page 45 of 188
6. Approve to grant a general mandate to the Directors, to allot, issue Mgmt For *
and deal with additional shares in the Company including the making
and granting of offers, agreements and options which might require
shares to be allotted, whether during the continuance of such mandate
or thereafter provided that, otherwise than pursuant to: i) a rights
issue where shares are offered to shareholders on a fixed record date
in proportion to their then holdings of shares; ii) the exercise of
options granted under any share option scheme adopted by the Company;
or iii) any scrip dividend or similar arrangement providing for the
allotment of shares in lieu of the whole or part of a dividend in
accordance with the Articles of Association of the Company, the
aggregate nominal amount of the shares allotted shall not exceed the
aggregate of: a) 20% of the aggregate nominal amount of the share
capital of the Company in issue at the date of passing this
resolution, plus b) if the Directors are so authorized by a separate
ordinary resolution of the shareholders of the Company the nominal
amount of the share capital of the Company repurchased by the Company
subsequent to the passing of this resolution up to a maximum
equivalent to 10% of the aggregate nominal amount of the share
capital of the Company in issue at the date of passing this
resolution; Authority expires 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
7. Authorize the Director referred to in the Resolution 6 in respect Mgmt For *
of the share capital of the Company as specified
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 31500 0 29-Mar-05 29-Mar-05
Report Date: 12-Aug-05 Page 46 of 188
- --------------------------------------------------------------------------------
CHINA MOBILE (HONG KONG) LTD
- --------------------------------------------------------------------------------
Security Y14965100 Meeting Type Annual General Meeting
Ticker Meeting Date 12-May-05
ISIN HK0941009539 Agenda 700705253 - Management
City HONG KONG Holdings Recon Date 10-May-05
Country HONG KONG Vote Deadline Date 29-Apr-05
SEDOL(s) 5563575, 6073556, B01DDV9
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 224042, DUE TO Non-Voting
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 the financial statements for the YE 31 DEC 2004 and the Mgmt For *
reports of the Directors and the Auditors
2. Declare a final dividend for the YE 31 DEC 2004 Mgmt For *
3.I Re-elect Mr. Wang Jianzhou as a Director Mgmt For *
3.II Re-elect Mr. Zhang Chenshuang as a Director Mgmt For *
3.III Re-elect Mr. Li Mofang as a Director Mgmt For *
3.IV Re-elect Mr. Julian Michael Horn-Smith as a Director Mgmt For *
Report Date: 12-Aug-05 Page 47 of 188
3.V Re-elect Mr. Li Yue as a Director Mgmt For *
3.VI Re-elect Mr. He Ning as a Director Mgmt For *
3.VII Re-elect Mr. Frank Wong Kwong Shing as a Director Mgmt For *
4. Re-appoint Messrs. KPMG as the Auditors and authorize the Directors Mgmt For *
to fix the irremuneration
5. Authorize the Directors, during the relevant period to purchase Mgmt For *
shares of HKD 0.10 each in the capital of the Company including any
form of depositary receipt representing the right to receive such
shares shares, the aggregate nominal amount of shares which may be
purchased on The Stock Exchange of Hong Kong Limited or any other
stock exchange on which securities of the Company may be listed and
which is recognized for this purpose by the Securities and Futures
Commission of Hong Kong and The Stock Exchange of Hong Kong Limited
as specified shall not exceed or represent more than 10% of the
aggregate nominal amount of the share capital of the Company in
issue at the date of passing this resolution, and the said approval
shall be limited accordingly; Authority expires 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
6. Approve to grant a general mandate to the Directors, to allot, issue Mgmt For *
and deal with additional shares in the Company including the making
and granting of offers, agreements and options which might require
shares to be allotted, whether during the continuance of such
mandate or thereafter provided that, otherwise than pursuant to: i)
a rights issue where shares are offered to shareholders on a fixed
record date in proportion to their then holdings of shares; ii) the
exercise of options granted under any share option scheme adopted by
the Company; or iii) any scrip dividend or similar arrangement
providing for the allotment of shares in lieu of the whole or part
of a dividend in accordance with the Articles of Association of the
Company, the aggregate nominal amount of the shares allotted shall
not exceed the aggregate of: a) 20% of the aggregate nominal amount
of the share capital of the Company in issue at the date of passing
this resolution, plus b) if the Directors are so authorized by a
separate ordinary resolution of the shareholders
Report Date: 12-Aug-05 Page 48 of 188
of the Company the nominal amount of the share capital of the
Company repurchased by the Company subsequent to the passing of
this resolution up to a maximum equivalent to 10% of the aggregate
nominal amount of the share capital of the Company in issue at the
date of passing this resolution; Authority expires 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
7. Authorize the Director referred to in the Resolution 6 in respect of Mgmt For *
the share capital of the Company as specified
* Management position unknown
- --------------------------------------------------------------------------
Ballot Shares
Account Number Custodian Shares On Loan Vote Date Date Confirmed
- --------------------------------------------------------------------------
VV6A 50P 31500 0 27-Apr-05 27-Apr-05
Report Date: 12-Aug-05 Page 49 of 188
- --------------------------------------------------------------------------------
COSMOTE MOBILE TELECOMMUNICATIONS SA
- --------------------------------------------------------------------------------
Security X9724G104 Meeting Type Annual General Meeting
Ticker Meeting Date 16-Jun-05
ISIN GRS408333003 Agenda 700731703 - Management
City ATHENS Holdings Recon Date 14-Jun-05
Country GREECE Blocking Vote Deadline Date 03-Jun-05
SEDOL(s) 4499013
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Approve the Board of Directors and the Auditors reports on the annual Mgmt For *
financial statements for the FY 2004
2. Approve the annual financial statements for the FY 2004, profits Mgmt For *
appropriation and payments of the dividends
3. Grant discharge to the Board of Directors Members and the Auditors Mgmt For *
from any liability for indemnity for the year 2004 according to the
Article 35 of Cod Law 2190/1920
4. Approve the Board of Directors and the Managing Directors received Mgmt For *
remunerations, compensation and expenses for the year 2004 and
determine the same for the FY 2005
5. Amend the contract of the Managing Director concerning the annual Mgmt For *
bonus and grant of authorization for its signature Article 23a of
Cod Law 2190/1920
6. Grant permission to the Board of Directors Members and the Companys Mgmt For *
Directors, according to the Article 23 Paragraph 1 of Cod Law
2190/1920 and the Article 22 of the Company's Articles of
Association, for their participation in Hell.Telecom.Group of
Companies, Board of Directors or Management pursuing the same or
similar objects
Report Date: 12-Aug-05 Page 50 of 188
7. Elect the Certified Auditors, regular and substitute and an Mgmt For *
international prestige Auditor for the FY 2005 and approve to
determine their fees
8. Approve the issuance by Cosmote one or more common bond loans to be Mgmt For *
subscribed by Ote Plc up to an aggregate amount of 1 billion EURO and
approval in accordance with Article 23a of Cod Law 2190/1920 of the
basic terms of the above mentioned bonds
9. Approve the acquisition by Cosmote of all the shares of Otesaffiliate Mgmt For *
Companic osmo Bulgaria Mobile Ead and Otemts Holding B.V Netherlands
which owns 100% of the shares and Cosmofon Mobile Telecom.Services Ad
Skopje Articles 10 and 23a of Cod Law 2190/1920
10. Miscellaneous announcements Other Abstain *
* Management position unknown
- --------------------------------------------------------------------------
Ballot Shares
Account Number Custodian Shares On Loan Vote Date Date Confirmed
- --------------------------------------------------------------------------
VV6A 50P 10500 0 28-May-05 28-May-05
Report Date: 12-Aug-05 Page 51 of 188
- --------------------------------------------------------------------------------
COSMOTE MOBILE TELECOMMUNICATIONS SA
- --------------------------------------------------------------------------------
Security X9724G104 Meeting Type Ordinary General Meeting
Ticker Meeting Date 27-Jun-05
ISIN GRS408333003 Agenda 700736272 - Management
City TBA Holdings Recon Date 23-Jun-05
Country GREECE Blocking Vote Deadline Date 14-Jun-05
SEDOL(s) 4499013
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Approve the Cosmote SA participation to the Roumanian Mobile Mgmt For *
Telecommunications Company Cosmorom SA, up to 70% of the share
capital of the aforesaid Company, according to the Article 23a of
the C.L. 2190/1920
2. Miscellaneous announcements Other Abstain *
PLEASE NOTE THAT THIS IS AN EGM. THANK YOU Non-Voting
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 10500 0 03-Jun-05 03-Jun-05
Report Date: 12-Aug-05 Page 52 of 188
- --------------------------------------------------------------------------------
EBARA CORP
- --------------------------------------------------------------------------------
Security J12600128 Meeting Type Annual General Meeting
Ticker Meeting Date 29-Jun-05
ISIN JP3166000004 Agenda 700762710 - Management
City TOKYO Holdings Recon Date 31-Mar-05
Country JAPAN Vote Deadline Date 17-Jun-05
SEDOL(s) 5451681, 6302700, B021P27
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Including the Following Dividends: Mgmt For *
Interim JY 0, Final JY 7.50, Special JY 0
2 Amend Articles to: Reduce Maximum Board Size - Authorize Public Mgmt For *
Announcements in Electronic Format
3.1 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
3.4 Elect Director Mgmt For *
3.5 Elect Director Mgmt For *
3.6 Elect Director Mgmt For *
Report Date: 12-Aug-05 Page 53 of 188
3.7 Elect Director Mgmt For *
3.8 Elect Director Mgmt For *
3.9 Elect Director Mgmt For *
4 Approve Retirement Bonuses for Directors Mgmt For *
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 40000 0 18-Jun-05 18-Jun-05
Report Date: 12-Aug-05 Page 54 of 188
- --------------------------------------------------------------------------------
ENI SPA, ROMA
- --------------------------------------------------------------------------------
Security T3643A145 Meeting Type Ordinary General Meeting
Ticker Meeting Date 26-May-05
ISIN IT0003132476 Agenda 700699640 - Management
City ROMA Holdings Recon Date 25-Apr-05
Country ITALY Blocking Vote Deadline Date 13-May-05
SEDOL(s) 7145056, 7146059, B020CR8, B07LWK9
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- --------------------------------------------------------------------------------------------------------------------
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM THERE WILL Non-Voting
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 at 31 DEC 2004; the report of the Mgmt For *
Directors, Auditors and the Independent Auditors
2. Approve the allocation of profits Mgmt For *
3. Grant authority to buy back own shares Mgmt For *
4. Approve the assignment of own shares to Stock Option Plan Mgmt For *
5. Appoint the number of Members of the Board of Auditors Mgmt For *
6. Appoint the Directors and approve to establish the duration of their Mgmt For *
assignment
Report Date: 12-Aug-05 Page 55 of 188
7. Appoint the Board of Directors and the Chairman and approve their Mgmt For *
emoluments
8. Appoint the Board of Auditors and the Chairman and approve their Mgmt For *
emoluments
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 7736 0 22-Apr-05 22-Apr-05
Report Date: 12-Aug-05 Page 56 of 188
- --------------------------------------------------------------------------------
ENI SPA, ROMA
- --------------------------------------------------------------------------------
Security T3643A145 Meeting Type Annual General Meeting
Ticker Meeting Date 26-May-05
ISIN IT0003132476 Agenda 700704186 - Management
City ROMA Holdings Recon Date 24-May-05
Country ITALY Blocking Vote Deadline Date 13-May-05
SEDOL(s) 7145056, 7146059, B020CR8, B07LWK9
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- --------------------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID: 213014 DUE TO Non-Voting
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 REACH QUORUM THERE WILL Non-Voting
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 2004 of Eni Spa, the Mgmt For *
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 Mgmt For *
3. Grant authority to buy back own shares Mgmt For *
4. Approve the disposal of own shares in service of a Stock Option Plan Mgmt For *
to the Managers of the Group
Report Date: 12-Aug-05 Page 57 of 188
5. Approve the number of the Members of the Board of Directors Mgmt For *
6. Approve to establish the duration of the Board of Directors Mgmt For *
7. Appoint Mr. Alberto Clo, Mr. Renzo Costi and Mr. Marco Reboa Mgmt For *
presented by Fine co 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
8. Appoint the Chairman of the Board of Directors Mgmt For *
9. Approve the rewards for the Chairman of Board of Directors Mgmt For *
10. Appoint Mr. Giorgio Silva, Mr. Riccardo Perotta and Mr. Massimo Mgmt For *
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
Report Date: 12-Aug-05 Page 58 of 188
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 Mgmt For *
12. Approve the rewards for the Chairman of Board of Auditors and the Mgmt For *
Statutory Auditors
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 7736 0 26-Apr-05 26-Apr-05
Report Date: 12-Aug-05 Page 59 of 188
- --------------------------------------------------------------------------------
FORTIS SA/NV, BRUXELLES
- --------------------------------------------------------------------------------
Security B4399L102 Meeting Type Annual General Meeting
Ticker Meeting Date 25-May-05
ISIN BE0003801181 Agenda 700707891 - Management
City BRUSSELS Holdings Recon Date 11-May-05
Country BELGIUM Blocking Vote Deadline Date 11-May-05
SEDOL(s) 7266117, 7266139, 7266140, 7549175, B01DHD9
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL OWNER INFORMATION Non-Voting
FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL
OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR ADP CLIENT SERVICE
REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR ADP TO
LODGE YOUR VOTE. THANK YOU.
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED Non-Voting
POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE
YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE AT
ADP. THANK YOU.
1. Opening of the meeting Non-Voting
2.a Receive report of the Management Board over 2004; approve the Non-Voting
financial statements and statutory reports of the Company for the
FY 2004
2.b Approve a gross dividend of EUR 1.04 per Fortis unit, payable on the Mgmt For *
16 JUN 2005
Report Date: 12-Aug-05 Page 60 of 188
2.c Grant discharge to the Management Board Mgmt For *
3. Corporate governance Non-Voting
4.a Re-elect Mr. Count Maurice Lippens as a Member of the Mgmt For *
Management Board
4.b Re-elect Mr. Baron Daniel Janssen as a Member of the Management Mgmt For *
Board
5. Authorize the Management Board to acquire Fortis Units which Mgmt For *
contain Fortis N. V. related shares; Authority expires at the end
of 18 months
6. Closure of the meeting Non-Voting
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 10500 0 30-Apr-05 30-Apr-05
Report Date: 12-Aug-05 Page 61 of 188
- --------------------------------------------------------------------------------
FORTIS SA/NV, BRUXELLES
- --------------------------------------------------------------------------------
Security B4399L102 Meeting Type ExtraOrdinary General Meeting
Ticker Meeting Date 25-May-05
ISIN BE0003801181 Agenda 700690921 - Management
City BRUSSELS Holdings Recon Date 11-May-05
Country BELGIUM Blocking Vote Deadline Date 11-May-05
SEDOL(s) 7266117, 7266139, 7266140, 7549175, B01DHD9
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Opening Non-Voting
2. Authorize the Board of Directors of the Company and the Boards of Mgmt For *
its direct Subsidiaries: to acquire Fortis Units in which twinned
Fortis SA NV shares are Incorporated; to dispose Fortis Units in
which Twinned Fortis SA NV shares are incorporated Authority
expires at a period of 18 months starting after the end of the
general meeting
3. Closure Non-Voting
Multiple Benefical Owner Information Note: Market rules require ADP Non-Voting
to disclose beneficial owner information for all voted accounts.
If an account has multiple beneficial owners, you will need to
provide the breakdown of each beneficial owner name, address and
share position to your ADP Client Service Representative. This
information is required in order for ADP to lodge your vote.
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED Non-Voting
POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE
YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY
CAUSE YOUR INSTRUCTIONS TO BE REJECTED. SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE AT
ADP. THANK YOU.
* Management position unknown
Report Date: 12-Aug-05 Page 62 of 188
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 10500 0 14-Apr-05 14-Apr-05
Report Date: 12-Aug-05 Page 63 of 188
- --------------------------------------------------------------------------------
FORTIS SA/NV, BRUXELLES
- --------------------------------------------------------------------------------
Security B4399L102 Meeting Type Annual General Meeting
Ticker Meeting Date 25-May-05
ISIN BE0003801181 Agenda 700708007 - Management
City UTRECHT Holdings Recon Date 12-May-05
Country BELGIUM Blocking Vote Deadline Date 11-May-05
SEDOL(s) 7266117, 7266139, 7266140, 7549175, B01DHD9
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL OWNER INFORMATION FOR Non-Voting
ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR ADP CLIENT SERVICE
REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR ADP TO
LODGE YOUR VOTE. THANK YOU.
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED Non-Voting
POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE
YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. SHOULD YOU HAVE ANY QUESTIONS,
PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE AT ADP. THANK YOU.
1. Opening of the meeting Non-Voting
2.a Receive report of the Management Board over 2004; approve the Non-Voting
financial statements and statutory reports of the Company for the FY
2004
2.b Approve a gross dividend of EUR 1.04 per Fortis unit, payable on the Mgmt For *
16 JUN 2005
Report Date: 12-Aug-05 Page 64 of 188
2.c Grant discharge to the Management Board Mgmt For *
3. Corporate governance Non-Voting
4.a Re-elect Mr. Count Maurice Lippens as a Member of the Mgmt For *
Management Board
4.b Re-elect Mr. Baron Daniel Janssen as a Member of the Management Board Mgmt For *
5. Authorize the Management Board to acquire Fortis Units which contain Mgmt For *
Fortis N. V. related shares; Authority expires at the end of 18
months
6. Closure of the meeting Non-Voting
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 10500 0 30-Apr-05 30-Apr-05
Report Date: 12-Aug-05 Page 65 of 188
- --------------------------------------------------------------------------------
FORTIS SA/NV, BRUXELLES
- --------------------------------------------------------------------------------
Security B4399L102 Meeting Type MIX
Ticker Meeting Date 25-May-05
ISIN BE0003801181 Agenda 700718755 - Management
City BRUSSELS Holdings Recon Date 23-May-05
Country BELGIUM Blocking Vote Deadline Date 11-May-05
SEDOL(s) 7266117, 7266139, 7266140, 7549175, B01DHD9
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
O.1 Opening Non-Voting
O2a. Approve the annual reports on the FY 2004 Non-Voting
O2a. Approve the consolidated annual accounts for the FY 2004 Non-Voting
O2a. Approve the statutory annual accounts of the Company for the FY 2004 Mgmt For *
O2a. Approve the appropriation of profit of the Company for the FY 2003 Non-Voting
O2b. Approve the comments on the dividend policy Non-Voting
O2b. Adopt a gross dividend for the 2004 FY of EUR 1,04 per Fortis Unit, Mgmt For *
payable as from 16 JUN 2005
O2c. Grant discharge to the Members of the Board of Directors for the FY Mgmt For *
2004
Report Date: 12-Aug-05 Page 66 of 188
O2c. Grant discharge to the Auditor for the FY 2004 Mgmt For *
O.3 Approve the Corporate Governance Non-Voting
O4a. Re-appoint Mr. Count Maurice Lippens, for a period of 3 years, until Mgmt For *
the end of the OGM of 2008
O4a. Re-appoint Mr. Baron Daniel Janssen, for a period of 1 year, until Mgmt For *
the end of the OGM of 2006
O.4.b Appoint Mr. Jean-Paul Votron as the Executive Member of the Board of Mgmt For *
Directors, for a period of 3 years, until the end of the OGM of 2008
E.5 Authorize the Board of Directors of the Company and the Boards of its Mgmt For *
direct subsidiaries, for a period of 18 months starting after the
general meeting which will deliberate this point, to acquire Fortis
Units in which twinned Fortis SA/NV shares are incorporated, up to
the maximum number authorized by Article 620 Section 1, 2 of the
Companies' Code, for exchange values equivalent to the average of the
closing prices of the Fortis Unit on Euronext Brussels and Euronext
Amsterdam on the day immediately preceding the acquisition, plus a
maximum of 15% or minus a maximum of 15%; and authorize the Board of
Directors of the Company and the Boards of its direct subsidiaries,
for a period of 18 months starting after the end of the general
meeting which will deliberate this point, to dispose of Fortis Units
in which twinned Fortis SA/NV shares are incorporated, under the
conditions which it will determine
O.6 Closing Non-Voting
Report Date: 12-Aug-05 Page 67 of 188
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED Non-Voting
POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE
YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. SHOULD YOU HAVE ANY QUESTIONS,
PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE AT ADP. THANK YOU
MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL OWNER INFORMATION FOR Non-Voting
ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR ADP CLIENT SERVICE
REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR ADP TO
LODGE YOUR VOTE.
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID's 229118 & Non-Voting
200360, DUE TO ADDITIONAL RESOLUTIONS. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 10500 0 12-May-05 12-May-05
Report Date: 12-Aug-05 Page 68 of 188
- --------------------------------------------------------------------------------
FORTIS SA/NV, BRUXELLES
- --------------------------------------------------------------------------------
Security B4399L102 Meeting Type Annual General Meeting
Ticker Meeting Date 25-May-05
ISIN BE0003801181 Agenda 700720421 - Management
City UTRECHT Holdings Recon Date 23-May-05
Country BELGIUM Blocking Vote Deadline Date 12-May-05
SEDOL(s) 7266117, 7266139, 7266140, 7549175, B01DHD9
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL OWNER INFORMATION FOR Non-Voting
ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER
NAME, ADDRESS AND SHARE POSITION TO YOUR ADP CLIENT SERVICE
REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR ADP TO
LODGE YOUR VOTE. THANK YOU.
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED Non-Voting
POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE
YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. SHOULD YOU HAVE ANY QUESTIONS,
PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE AT ADP. THANK YOU.
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 231187 DUE TO Non-Voting
ADDITIONAL RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING
WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
1. Opening Non-Voting
2.a.1 Approve the annual reports on the FY 2004 Non-Voting
Report Date: 12-Aug-05 Page 69 of 188
2.a.2 Approve the consolidated annual accounts for the FY 2004 Non-Voting
2.a.3 Approve the statutory annual accounts of the Company for the FY 2004 Mgmt For *
2.b.1 Approve the comments on the dividend policy Non-Voting
2.b.2 Adopt a gross dividend for the 2004 FY of EUR 1.04 per Fortis Unit, Mgmt For *
payable as from 16 JUN 2005
2.c Grant discharge to the Members of the Board of Directors for the FY Mgmt For *
2004
3. Approve the Corporate Governance Non-Voting
4.a.1 Re-appoint Mr. Count Maurice Lippens, for a period of 3 years, until Mgmt For *
the end of the OGM of 2008
4.a.2 Re-appoint Mr. Baron Daniel Janssen, for a period of 1 year, until Mgmt For *
the end of the OGM of 2006
5. Authorize the Board of Directors, for a period of 18 months, to Mgmt For *
acquire Fortis Units, in which own fully paid twinned shares of
Fortis N.V. are included, to the maximum number permitted by the
Civil Code, Book 2, Article 98 Paragraph 2 and this: a) through all
agreements, including transactions on the stock exchange and private
transactions at a price equal to the average of the closing prices of
the Fortis Unit on Euronext Brussels and Euronext Amsterdam on the
day immediately preceding the acquisition, plus a maximum of 15% or
less a maximum of 15%, or b) by means of stock lending agreements
under terms and
Report Date: 12-Aug-05 Page 70 of 188
conditions that comply with common market practice for the number of
Fortis Units from time to time to be borrowed by Fortis N.V..
6. Closing Non-Voting
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 10500 0 13-May-05 13-May-05
Report Date: 12-Aug-05 Page 71 of 188
- --------------------------------------------------------------------------------
FRESENIUS MED CARE AKTIENGESELLSCHAFT
- --------------------------------------------------------------------------------
Security D2734Z107 Meeting Type Ordinary General Meeting
Ticker Meeting Date 24-May-05
ISIN DE0005785802 Agenda 700696012 - Management
City FRANKFURT/MAIN Holdings Recon Date 17-May-05
Country GERMANY Blocking Vote Deadline Date 10-May-05
SEDOL(s) 5129074, 7158537, B0316M3
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Receive the financial statements and annual report for the 2004 FY Mgmt For *
with the report of the Supervisory Board, the Group financial
statements and the Group annual report
2. Approve the appropriation of the distributable profit of EUR Mgmt For *
679,621,696.02 as: payment of a dividend of EUR 1.12 per ordinary
share and EUR 1.18 per preferred share EUR 570,192,314.54 shall be
carried forward ex-dividend and payable on 25 MAY 2005
3. Ratify the acts of the Board of Managing Directors Mgmt For *
4. Ratify the acts of the Supervisory Board Mgmt For *
5. Appoint KPMG Deutsche Treuhand-Gesellschaft AG, Frankfurt, as the Mgmt For *
Auditors for the 2005 FY
6. Elect Mr. John Gerhard Kringel as an Officer for the Supervisory Mgmt For *
Board
Report Date: 12-Aug-05 Page 72 of 188
7. Amend the Articles of Association in respect of an increase of the Mgmt For *
remuneration for Supervisory Board Members as: pursuant to Section
13(2), each Member of the Supervisory Board receive a fixed annual
remuneration of USD 80,000 from the 2005 FY, pursuant to Section
13(4), the Chairman shall receive twice, the Deputy Chairman one
and a half times of the amount from the 2005 FY on, Members of a
Committee to receive an additional annual remuneration of USD
30,000, and the Chairman of such a Committee to receive USD 50,000
8. Approve to revoke the existing authorized Capital I and authorize Mgmt For *
the Board of Managing Directors, with the consent of the Supervisory
Board, to increase the share capital of the Company by up to EUR
30,720,000 by issuing new bearer preferred shares against payment
in cash on or before 23 MAY 2010 and grant subscription rights to
the shareholders except for residual amounts
PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting
PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE IN ENGLISH AND GERMAN. Non-Voting
* Management position unknown
- ----------------------------------------------------------------------------
Ballot Shares On
Account Number Custodian Shares Loan Vote Date Date Confirmed
- ----------------------------------------------------------------------------
VV6A 50P 1700 0 28-Apr-05 28-Apr-05
Report Date: 12-Aug-05 Page 73 of 188
- --------------------------------------------------------------------------------
FRESENIUS MED CARE AKTIENGESELLSCHAFT
- --------------------------------------------------------------------------------
Security D2734Z107 Meeting Type Ordinary General Meeting
Ticker Meeting Date 24-May-05
ISIN DE0005785802 Agenda 700723667 - Management
City TBA Holdings Recon Date 20-May-05
Country GERMANY Blocking Vote Deadline Date 17-May-05
SEDOL(s) 5129074, 7158537, B0316M3
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 176319 DUE TO Non-Voting
CHANGE IN THE VOTING STATUS. 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 financial statements and annual report for the 2004 FY Non-Voting
with the report of the Supervisory Board, the Group financial
statements and the Group annual report
2. Approve the appropriation of the distributable profit of EUR Mgmt For *
679,621,696.02 as: payment of a dividend of EUR 1.12 per ordinary
share and EUR 1.18 per prefer red share EUR 570,192,314.54 shall be
carried forward ex-dividend and payable on 25 MAY 2005
3. Ratify the acts of the Board of Managing Directors Mgmt For *
4. Ratify the acts of the Supervisory Board Mgmt For *
5. Appoint KPMG Deutsche Treuhand-Gesellschaft AG, Frankfurt, as the Mgmt For *
Auditors for the FY 2005
Report Date: 12-Aug-05 Page 74 of 188
6. Elect Mr. John Gerhard Kringel as an Officer for the Supervisory Mgmt For *
Board
7. Amend the Articles of Association in respect of an increase of the Mgmt For *
remuneration for Supervisory Board Members as: pursuant to Section
13(2), each Member of the Supervisory Board receive a fixed annual
remuneration of USD 80,000 from the 2005 FY, pursuant to Section
13(4), the Chairman shall receive twice, the Deputy Chairman one
and a half times of the amount from the 2005 FY on, Members of a
Committee to receive an additional annual remuneration of USD
30,000, and the Chairman of such a Committee to receive USD 50,000
8. Approve to revoke the existing authorized Capital I and authorize Mgmt For *
the Board of Managing Directors, with the consent of the Supervisory
Board, to increase the share capital of the Company by up to EUR
30,720,000 by issuing new bearer preferred shares against payment in
cash on or before 23 MAY 2010 and grant subscription rights to the
shareholders except for residual amounts
* Management position unknown
- ---------------------------------------------------------------------------------
Shares
Account Number Custodian Ballot Shares On Loan Vote Date Date Confirmed
- ---------------------------------------------------------------------------------
VV6A 50P 1700 0 18-May-05 18-May-05
Report Date: 12-Aug-05 Page 75 of 188
- --------------------------------------------------------------------------------
GLAXOSMITHKLINE PLC
- --------------------------------------------------------------------------------
Security G3910J112 Meeting Type Annual General Meeting
Ticker Meeting Date 25-May-05
ISIN GB0009252882 Agenda 700678951 - Management
City LONDON Holdings Recon Date 23-May-05
Country UNITED KINGDOM Vote Deadline Date 16-May-05
SEDOL(s) 0925288, 4907657
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Receive and adopt the Directors' report and the financial statements Mgmt For *
for the YE 31 DEC 2004
2. Approve the remuneration report for the YE 31 DEC 2004 Mgmt For *
3. Elect Sir Christopher Gent as a Director of the Company Mgmt For *
4. Elect Sir Deryck Maughan as a Director of the Company Mgmt For *
5. Elect Mr. Julian Heslop as a Director of the Company Mgmt For *
6. Re-elect Dr. Jean-Pierre Garnier as a Director of the Company Mgmt For *
7. Re-elect Sir Ian Prosser as a Director of the Company Mgmt For *
8. Re-elect Dr. Ronaldo Schmitz as a Director of the Company Mgmt For *
Report Date: 12-Aug-05 Page 76 of 188
9. Re-elect Dr. Lucy Shapiro as a Director of the Company Mgmt For *
10. Authorize the Audit Committee to re-appoint PricewaterhouseCoopers Mgmt For *
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 remuneration of the Mgmt For *
Auditors
12. Authorize the Company, in accordance with 347C of the Companies Act Mgmt For *
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 Article 12 of the Mgmt For *
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 166 of the Mgmt For *
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
Report Date: 12-Aug-05 Page 77 of 188
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 Mgmt For *
S.16 Amend the Article 154.2 of the Articles of Association Mgmt For *
S.17 Amend the Article 81 of the Article of Association Mgmt For *
* Management position unknown
- ---------------------------------------------------------------------------------
Shares
Account Number Custodian Ballot Shares On Loan Vote Date Date Confirmed
- ---------------------------------------------------------------------------------
VV6A 50P 17154 0 05-Apr-05 05-Apr-05
Report Date: 12-Aug-05 Page 78 of 188
- --------------------------------------------------------------------------------
GUANGDONG INVESTMENT LTD
- --------------------------------------------------------------------------------
Security Y2929L100 Meeting Type Annual General Meeting
Ticker Meeting Date 10-Jun-05
ISIN NL0270001396 Agenda 700726093 - Management
City HONG KONG Holdings Recon Date 07-Jun-05
Country HONG KONG Vote Deadline Date 27-May-05
SEDOL(s) 5545119, 6913168, B01XXJ7
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Receive and approve the audited consolidated financial statements and Mgmt For *
the reports of the Directors and the Auditors for the YE 31 DEC 2004
2. Declare a final dividend for the YE 31 DEC 2004 Mgmt For *
3.i Re-elect Mr. Zhang Hui as a Director Mgmt For *
3.ii Re-elect Mr. Fung Sing Hong, Stephen as a Director Mgmt For *
3.iii Re-elect Ms. Wang Xiaofeng as a Director to hold office until the Mgmt For *
earlier of the conclusion of the AGM of the Company in 2008 or 30
JUN 2008
3.iv Re-elect Ms. Xu Wenfang as a Director to hold office until the Mgmt For *
earlier of the conclusion of the AGM of the Company in 2008 or 30 JUN
2008
3.v Authorize the Board to fix the remuneration of the Directors Mgmt For *
Report Date: 12-Aug-05 Page 79 of 188
4. Re-appoint Ernst & Young as the Auditors and authorize the Board to Mgmt For *
fix their remuneration
5. Authorize the Directors of the Company, subject to the other Mgmt For *
provisions of this resolution and pursuant to Section 57B of the
Companies Ordinance, to issue, allot and deal with additional
ordinary shares of HKD 0.50 each in the capital of the Company
"Ordinary Shares" or options, warrants or instruments carrying
similar rights to subscribe for any ordinary shares or securities
convertible into ordinary shares, and make or grant offers,
agreements and options during the relevant period, not exceeding 20%
of the aggregate nominal amount of the issued ordinary shares as at
the date of the passing of this resolution, otherwise than pursuant
to: i) a rights issue; or ii) the exercise of subscription or
conversion rights attaching to any warrants, preference shares, the
outstanding convertible bonds or other securities issued by the
Company; or iii) the exercise of options granted by the Company under
any option scheme or similar arrangement; or iv) any scrip dividend
or similar arrangement; Authority expires the earliest 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 to be
held by law; or the revocation or variation of the authority given
under this resolution by an ordinary resolution of the shareholders
of the Company in general meeting
6. Authorize the Directors of the Company to repurchase shares of HKD Mgmt For *
0.50 each in the capital of the Company the "Ordinary Shares" during
the relevant period, on The Stock Exchange of Hong Kong Limited the
"Hong Kong Stock Exchange" or any other stock exchange on which the
shares of the Company may be listed and recognized by the Securities
and Futures Commission and the Hong Kong Stock Exchange under the
Hong Kong Code on share repurchases for this purpose, subject to and
in accordance with all applicable laws and the requirements of the
rules governing the Listing of Securities on the Hong Kong Stock
Exchange or any other stock exchange as amended from time to time,
not exceeding 10% of the aggregate nominal amount of the issued
ordinary shares as at the date of the passing of this resolution;
Authority expires the earliest 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 to be held by law; or the revocation
or variation of the authority given under this resolution by an
ordinary resolution of the shareholders of the Company in general
meeting
Report Date: 12-Aug-05 Page 80 of 188
7. Approve, conditional upon the passing of Resolutions 5 and 6, to add Mgmt For *
the aggregate nominal amount of the number of shares of HKD 0.50
each in the capital of the Company repurchased by the Company
pursuant to Resolution 6, to the aggregate nominal amount of share
capital that may be issued or agreed conditionally or
unconditionally to be issued by the Directors of the Company pursuant
to Resolution 5
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 302000 0 21-May-05 21-May-05
Report Date: 12-Aug-05 Page 81 of 188
- --------------------------------------------------------------------------------
HSBC HOLDINGS PLC
- --------------------------------------------------------------------------------
Security G4634U169 Meeting Type Annual General Meeting
Ticker Meeting Date 27-May-05
ISIN GB0005405286 Agenda 700681530 - Management
City LONDON Holdings Recon Date 25-May-05
Country UNITED KINGDOM Vote Deadline Date 12-May-05
SEDOL(s) 0540528, 0560582, 2367543, 4097279, 5722592, 6153221, 6158163, 6165464,
B00JZT0
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Receive and consider the annual accounts and the reports of the Mgmt For *
Directors and the Auditors for the YE 31 DEC 2004
2.a Re-elect Sir John Bond as a Director Mgmt For *
2.b Re-elect Mr. Mr. R.K.F. Chlien as a Director Mgmt For *
2.c Re-elect Mr. J.D. Coombe as a Director Mgmt For *
2.d Re-elect The Baroness Dunn as a Director Mgmt For *
2.e Re-elect Mr. D.J. Flint as a Director Mgmt For *
2.f Re-elect Mr. J.W.J. Hughes-Hallett as a Director Mgmt For *
2.g Re-elect Sir Brian Moffat as a Director Mgmt For *
Report Date: 12-Aug-05 Page 82 of 188
2.h Re-elect S.W. Newton as a Director Mgmt For *
2.i Re-elect Mr. H. Sohmen as a Director Mgmt For *
3. Re-appoint KPMG Audit Plc as the Auditor at remuneration to be Mgmt For *
determined by the Group Audit Committee
4. Approve the Directors' remuneration report for the YE 31 DEC 2004 Mgmt For *
5. Authorize the Directors to allot shares Mgmt For *
S.6 Approve to disapply pre-emption rights Mgmt For *
7. Authorize the Company to purchase its own ordinary shares Mgmt For *
8. Amend the HSBC Holdings Savings-Related Share Option Plan Mgmt For *
9. Amend the HSBC Holdings Savings-Related Share Option Plan: Mgmt For *
International
10. Approve the HSBC US Employee Stock Plan US Sub-Plan Mgmt For *
Report Date: 12-Aug-05 Page 83 of 188
11. Approve the HSBC Share Plan Mgmt For *
S.12 Amend the Articles of Association Mgmt For *
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN THE CUT-OFF Non-Voting
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.
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 20546 0 07-Apr-05 07-Apr-05
Report Date: 12-Aug-05 Page 84 of 188
- --------------------------------------------------------------------------------
INDRA SISTEMAS SA, MADRID
- --------------------------------------------------------------------------------
Security E6271Z155 Meeting Type Annual General Meeting
Ticker Meeting Date 24-Jun-05
ISIN ES0118594417 Agenda 700730648 - Management
City MADRID Holdings Recon Date 22-Jun-05
Country SPAIN Vote Deadline Date 13-Jun-05
SEDOL(s) 4476210, 4484161, B0389Q9
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- --------------------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN ORDINARY GENERAL MEETING. THANK YOU Non-Voting
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE Non-Voting
WILL BE A SECOND CALL ON 27 JUN. SUBSEQUENTLY, YOUR VOTING
INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS
AMENDED. THANK YOU. D. THANK YOU.
1. Examination and approval, where appropriate, of the Balance Sheet, Mgmt For *
Profit and Loss Account, Annual Public Report and Directors' Report
of INDRA SISTEMAS, S.A., corresponding to the financial year ending
December 31, 2004, as well as the proposal for the allocation of
earnings.
2. Examination and approval, where appropriate, of the Balance Sheet, Mgmt For *
Profit and Loss Account, Annual Public Report and Directors' Report
of the Consolidated Group of INDRA SISTEMAS, S.A., corresponding to
the financial year ending December 31, 2004.
3. Approval, where appropriate, of the management of the Board of Mgmt For *
Directors.
4. Dismissal, appointment and re-election of Directors. Mgmt For *
Report Date: 12-Aug-05 Page 85 of 188
5. Remuneration of the Board of Directors, in accordance with the Mgmt For *
provisions of article 27 of the Company Bylaws.
6. Reduction in share capital through the redemption of 513,927 class B Mgmt For *
redeemable shares, through the exercise of the holders' redemption
rights in accordance with the terms and conditions foreseen in the
Bylaws.
7. Reduction in share capital through the redemption of class A ordinary Mgmt For *
shares in treasury stock up to a maximum of 7,694,101 shares,
corresponding to 5% of the share capital.
8. Authorization for the Board of Directors to carry out the derivative Mgmt For *
acquisition of treasury stock in the Company, directly or trough
subsidiaries, subject to the limits and requirements established in
article 75, First Additional Provision and related provisions of the
LSA.
9. Appointment of auditors for the individual and consolidated Annual Mgmt For *
Accounts corresponding to the 2005 financial year.
10. 2005 Stock Options Plan. Mgmt For *
11. Motions and questions. Other Abstain *
12. Authorizations for formalization into public deed and approval of the Mgmt For *
Minutes. ted and writing up of the minutes of the proceedings
Report Date: 12-Aug-05 Page 86 of 188
Please be advised that additional information concerning Indra Non-Voting
Sistemas, S.A. can also be viewed on the company's website:
www.indra.es IS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 9000 0 27-May-05 27-May-05
Report Date: 12-Aug-05 Page 87 of 188
- --------------------------------------------------------------------------------
KANEKA CORP (FORMERLY KANEGAFUCHI CHEMICAL INDUSTR
- --------------------------------------------------------------------------------
Security J2975N106 Meeting Type Annual General Meeting
Ticker Meeting Date 29-Jun-05
ISIN JP3215800008 Agenda 700758595 - Management
City OSAKA Holdings Recon Date 31-Mar-05
Country JAPAN Vote Deadline Date 16-Jun-05
SEDOL(s) 5798452, 6483360
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Including the Following Dividends: Mgmt For *
Interim JY 5, Final JY 7, Special JY 2
2.1 Elect Director Mgmt For *
2.2 Elect Director Mgmt For *
2.3 Elect Director Mgmt For *
2.4 Elect Director Mgmt For *
2.5 Elect Director Mgmt For *
2.6 Elect Director Mgmt For *
2.7 Elect Director Mgmt For *
Report Date: 12-Aug-05 Page 88 of 188
2.8 Elect Director Mgmt For *
2.9 Elect Director Mgmt For *
2.10 Elect Director Mgmt For *
2.11 Elect Director Mgmt For *
2.12 Elect Director Mgmt For *
2.13 Elect Director Mgmt For *
3 Approve Retirement Bonuses for Directors Mgmt For *
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 23000 0 17-Jun-05 17-Jun-05
Report Date: 12-Aug-05 Page 89 of 188
- --------------------------------------------------------------------------------
KEYENCE CORP
- --------------------------------------------------------------------------------
Security J32491102 Meeting Type Annual General Meeting
Ticker Meeting Date 17-Jun-05
ISIN JP3236200006 Agenda 700740396 - Management
City OSAKA PREFECTURE Holdings Recon Date 20-Mar-05
Country JAPAN Vote Deadline Date 07-Jun-05
SEDOL(s) 5998735, 6490995, B02HPZ8
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Including the Following Dividends: Mgmt For *
Interim JY 5, Final JY 15, Special JY 0
2.1 Elect Director Mgmt For *
2.2 Elect Director Mgmt For *
2.3 Elect Director Mgmt For *
2.4 Elect Director Mgmt For *
3.1 Appoint Internal Statutory Auditor Mgmt For *
3.2 Appoint Internal Statutory Auditor Mgmt For *
3.3 Appoint Alternate Internal Statutory Auditor Mgmt For *
Report Date: 12-Aug-05 Page 90 of 188
4 Approve Retirement Bonus for Statutory Auditor Mgmt For *
5 Approve Adjustment to Aggregate Compensation Ceiling for Directors Mgmt For *
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 1000 0 08-Jun-05 19-Jun-05
Report Date: 12-Aug-05 Page 91 of 188
- --------------------------------------------------------------------------------
KONINKLIJKE AHOLD NV
- --------------------------------------------------------------------------------
Security N0139V100 Meeting Type Annual General Meeting
Ticker Meeting Date 18-May-05
ISIN NL0000331817 Agenda 700694739 - Management
City SPUIPLEIN Holdings Recon Date 14-Apr-05
Country NETHERLANDS Blocking Vote Deadline Date 04-May-05
SEDOL(s) 5252602, 5252613, 5252624, B02NY59
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For/Against
Item Proposal Type Vote Management
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1. Opening Non-Voting
2. Approve the report of the Executive Board Mgmt For *
3. Approve the report 2004 Mgmt For *
4. Approve the composition of the Supervisory Board Mgmt For *
5. Approve the remuneration of the Supervisory Board Mgmt For *
6. Grant authority to issue shares and the exclusion preemptive rights Mgmt For *
7. Grant authority to acquire shares Mgmt For *
8. Any other items Other Abstain *
Report Date: 12-Aug-05 Page 92 of 188
9. Closing Non-Voting
* Management position unknown
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Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
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VV6A 50P 29000 0 19-Apr-05 19-Apr-05
Report Date: 12-Aug-05 Page 93 of 188
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KONINKLIJKE AHOLD NV
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Security N0139V100 Meeting Type Annual General Meeting
Ticker Meeting Date 18-May-05
ISIN NL0000331817 Agenda 700699121 - Management
City THE HAGUE Holdings Recon Date 16-May-05
Country NETHERLANDS Blocking Vote Deadline Date 04-May-05
SEDOL(s) 5252602, 5252613, 5252624, B02NY59
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For/Against
Item Proposal Type Vote Management
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PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING 215733 DUE TO Non-Voting
CHANGE IN THE RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON
THIS MEETING NOTICE. THANK YOU.
1. Opening Non-Voting
2. Approve the report on the FY 2004 by Executive Board Mgmt For *
3.a Adopt the 2004 financial statements Mgmt For *
3.b Approve the dividend and reserves policy Mgmt For *
4.a Appoint Mr. D.C. Doijer as a Member of the Supervisory Board Mgmt For *
4.b Appoint Ms. M.M. Hart PhD as a Member of the Supervisory Board Mgmt For *
Report Date: 12-Aug-05 Page 94 of 188
4.c Appoint Mr. B. Hoogendoorn as a Member of the Supervisory Board Mgmt For *
4.d Appoint Ms. S.M. Shern as a Member of the Supervisory Board Mgmt For *
5. Amend the remuneration of the Members of the Supervisory Board Mgmt For *
6.a Authorize the Executive Board to issue common shares or grant rights Mgmt Against *
to acquire common shares
6.b Authorize the Executive Board to restrict or exclude pre-emptive Mgmt Against *
rights
7. Authorize the Executive Board to acquire common shares in the Company Mgmt For *
at the stock exchange
8. Any other items Other Abstain *
9. Closing Non-Voting
* Management position unknown
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Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
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VV6A 50P 29000 0 28-Apr-05 28-Apr-05
Report Date: 12-Aug-05 Page 95 of 188
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LAFARGE SA
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Security F54432111 Meeting Type MIX
Ticker Meeting Date 13-May-05
ISIN FR0000120537 Agenda 700669572 - Management
City PARIS Holdings Recon Date 27-Apr-05
Country FRANCE Blocking Vote Deadline Date 29-Apr-05
SEDOL(s) 0500481, 4502706, 4502870, 4503118, 4516547, 4538961, 7164642,
B030CQ6, B043DS3
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For/Against
Item Proposal Type Vote Management
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PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE Non-Voting
WILL BE A SECOND CALL ON 25 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.
A Verification Period exists in France. Please see Non-Voting
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
Report Date: 12-Aug-05 Page 96 of 188
O.1 Receive the reports of the Board of Directors, the Chairman's report Mgmt For *
on internal control procedures and the general report of the
Statutory Auditors and approve the financial statements and the
balance sheet for the year 2004, in the form presented to the
meeting, showing a profit of EUR 322,037,827.83
O.2 Receive the Group Management report of the Board of Directors, the Mgmt For *
Chairman's report on internal control procedures and the report of
the Statutory Auditors and approve consolidated financial statements
for the said FY, in the form presented to the meeting, showing
consolidated net income of EUR 868,000,000.00
O.3 Acknowledge the credit unappropriated retained earnings of:(-) the Mgmt For *
dividends paid on self-held shares, i.e. EUR 10,922.70;(-) the
increase of EUR 220,619.22 of the unpaid dividend on registered
shares transferred to a bearer shareholder account between 01 JAN
2004 and 01 JUN 2004 and authorize the Board of Directors to
transfer: (-) an amount of EUR 89,857,868.57 charged to the special
reserve on long-term capital gains account to the other reserves
account, - the outstanding tax of EUR 2,356,150.00 from the other
reserves account to the retained earnings account, from which the
tax was deducted on 31 DEC 2004; prior retained earnings before the
appropriation of the earnings for FY 2004: EUR 215,922,150.70;
legal reserve: EUR 1,480,506.00; earnings: EUR 322,037,827.83;
distributable profits: EUR 537,959,978.53; and approve
recommendations of the Board of Directors referring to its
appropriation; the shareholders will receive a net normal dividend
of EUR 2.40 per share and a loyalty dividend of EUR 2.64 per share,
fully eligible for the 50% allowance as required by law, the
dividend payment will be carried out in cash or in shares as per the
following conditions: reinvestment period will be effective from 01
JUN 2005 to 22 JUN 2005; at the close of the subscription period,
the shareholders will receive the dividend payment in cash, 01 JUL
2005; and authorize the Board of Directors to take all necessary
measures and accomplish all necessary formalities
O.4 Receive the special report of the Auditors on agreements governed by Mgmt For *
Articles L.225-38 and seq. of the French Commercial Code and approve
said report and the agreements referred to therein
Report Date: 12-Aug-05 Page 97 of 188
O.5 Approve to renew Mrs. Helene Ploix as a Director for a period of 4 Mgmt For *
years
O.6 Approve to renew Mr. Michel Bon as a Director for a period of 4 Mgmt For *
years
O.7 Approve to renew Mr. Bertrand Collomb as a Director for a period of Mgmt For *
4 years
O.8 Approve to renew Mr. Juan Gallardo as a Director for a period of 4 Mgmt For *
years
O.9 Approve to renew Mr. Alain Joly as a Director for a period of 4 Mgmt For *
years
O.10 Appoint Mr. Jean-Pierre Boisivon as a Director for a period of 4 Mgmt For *
years
O.11 Appoint Mr. Philippe Charrier as a Director for a period of 4 years Mgmt For *
O.12 Appoint Mr. Oscar Fanjul as a Director for a period of 4 years Mgmt For *
O.13 Appoint Mr. Bruno Lafont as a Director for a period of 4 years Mgmt For *
Report Date: 12-Aug-05 Page 98 of 188
O.14 Authorize the Board of Directors to buy the Company's shares, as per Mgmt For *
the following conditions: maximum purchase price: EUR 120.00,
maximum number of shares that may be acquired: 10% of the share
capital; Authority expires at the end of 18 months and to take all
necessary measures and accomplish all necessary formalities to
purchase or to sell by the Company its own shares
O.15 Authorize the Board of Directors to proceed, in one or more Mgmt For *
transactions, in France or abroad, for a maximum nominal amount of
EUR 5,000,000,000.00, with the issue of bonds or similar
instruments, fixed term or unfixed term subordinated securities, or
any other securities giving in a same issue a same right of debt
upon the Company; Authority expires at the end of 26 months and to
take all necessary measures and accomplish all necessary formalities
O.16 Authorize the Board of Directors to reduce the share capital by the Mgmt For *
cancellation of the shares held by the Company in connection with
the stock purchase 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 26 months and to take all necessary
measures and accomplish all necessary formalities
O.17 Authorize the Board of Directors to increase in one or more Mgmt For *
transactions, in France or abroad, the share capital by a maximum
nominal amount of EUR 200,000,000.00 with the shareholders'
preferential subscription rights maintained, by way of issuing
ordinary shares and of any securities giving access by all means to
the Company's ordinary shares; in case of the issue of bonds or
similar instruments issued according the present delegation, the
nominal maximum amount of these issues will not exceed EUR
5,000,000,000.00, this amount is common to the debt instruments not
giving access to the capital, the issue of which is authorized in
accordance with Resolution O.15; Authority expires at the end of 26
months
O.18 Authorize the Board of Directors to increase in one or more Mgmt For *
transactions, in France or abroad, the share capital by a maximum
nominal amount of EUR 135,000,000.00 with a waiver of the
shareholders' pre-emptive rights, by way of issuing ordinary shares
and of any securities giving access by all means to the Company's
ordinary shares in case of the issue of bonds or similar instruments
issued; according the present delegation,
Report Date: 12-Aug-05 Page 99 of 188
the nominal maximum amount of these issues will not exceed EUR
5,000,000,000.00; Authority expires at the end of 26 months
O.19 Authorize the Board of Directors to increase the share capital, Mgmt For *
within the limit of EUR 68,000,000.00, in consideration for the
contributions in kind granted to the Company and comprised of equity
shares or securities giving access to share capital; this amount
counts against the value of EUR 135,000,000.00 set forth in
Resolution O.18; Authority expires at the end of 26 months
E.20 Authorize the Board of Directors to increase the share capital, in Mgmt For *
one or more transactions by a maximum nominal amount of EUR
100,000,000.00, by way of capitalizing retained earnings, income,
premiums, to be carried out through the issue of bonus shares or the
raise of the par value of the existing shares or by utilizing these
2 methods; Authority expires at the end of 26 months
E.21 Authorize the Board of Directors to grant options in one more Mgmt For *
transactions to employees, Officers or to certain of them, options
giving right either to subscribe for new shares in the Company to be
issued through a share capital increase within the limit of 3% of
the share capital or to purchase existing shares purchased by the
Company; this ceiling is common to resolutions Numbers E.21 and O.22;
Authority expires at the end of 26 months
O.22 Authorize the Board of Directors in order to proceed with allocations Mgmt For *
free of charge of Company's existing ordinary share or to be issued,
in favor of the employees or the Officers, provided that they shall
not represent more than 1% of the share capital; Authority expires at
the end of 26 months; and to take all necessary measures and
accomplish all necessary formalities
Report Date: 12-Aug-05 Page 100 of 188
O.23 Authorize the Board of Directors to increase the share capital in one Mgmt For *
or more transactions at its sole discretion in favor of the Company's
employees and former employees who are Members of a Company's saving
plan; Authority expires at the end of 26 months and for an amount,
which shall not exceed EUR 14,000,000,000.00 and to take all
necessary measures and accomplish all necessary formalities
O.24 Grant all powers to the bearer of a copy or an extract of the minutes Mgmt For *
of the present to accomplish all deposits and publications
prescribed by law
* Management position unknown
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Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
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VV6A 50P 2306 0 25-Mar-05 25-Mar-05
Report Date: 12-Aug-05 Page 101 of 188
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LAFARGE SA
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Security F54432111 Meeting Type MIX
Ticker Meeting Date 25-May-05
ISIN FR0000120537 Agenda 700706368 - Management
City PARIS Holdings Recon Date 23-May-05
Country FRANCE Blocking Vote Deadline Date 17-May-05
SEDOL(s) 0500481, 4502706, 4502870, 4503118, 4516547, 4538961, 7164642, B030CQ6,
B043DS3
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For/Against
Item Proposal Type Vote Management
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PLEASE NOTE THAT THE MEETING HELD ON 13 MAY 2005 HAS BEEN POSTPONED Non-Voting
DUE TO LACK OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD ON
25 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.
A Verification Period exists in France. Please see Non-Voting
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
Report Date: 12-Aug-05 Page 102 of 188
PLEASE NOTE THAT BLOCKING CONDITIONS HAS BEEN DISABLED FOR THIS Non-Voting
MEETING. THANK YOU.
O.1 Receive the reports of the Board of Directors, the Chairman's report Mgmt For *
on internal control procedures and the general report of the
Statutory Auditors and approve the financial statements and the
balance sheet for the year 2004, in the form presented to the
meeting, showing a profit of EUR 322,037,827.83
O.2 Receive the Group Management report of the Board of Directors, the Mgmt For *
Chairman's report on internal control procedures and the report of
the Statutory Auditors and approve consolidated financial statements
for the said FY, in the form presented to the meeting, showing
consolidated net income of EUR 868,000,000.00
O.3 Acknowledge the credit unappropriated retained earnings of:(-) the Mgmt For *
dividends paid on self-held shares, i.e. EUR 10,922.70;(-) the
increase of EUR 220,619.22 of the unpaid dividend on registered
shares transferred to a bearer shareholder account between 01 JAN
2004 and 01 JUN 2004 and authorize the Board of Directors to
transfer: (-) an amount of EUR 89,857,868.57 charged to the special
reserve on long-term capital gains account to the other reserves
account, - the outstanding tax of EUR 2,356,150.00 from the other
reserves account to the retained earnings account, from which the
tax was deducted on 31 DEC 2004; prior retained earnings before the
appropriation of the earnings for FY 2004: EUR 215,922,150.70; legal
reserve: EUR 1,480,506.00; earnings: EUR 322,037,827.83;
distributable profits: EUR 537,959,978.53; and approve
recommendations of the Board of Directors referring to its
appropriation; the shareholders will receive a net normal dividend
of EUR 2.40 per share and a loyalty dividend of EUR 2.64 per share,
fully eligible for the 50% allowance as required by law, the
dividend payment will be carried out in cash or in shares as per the
following conditions: reinvestment period will be effective from 01
JUN 2005 to 22 JUN 2005; at the close of the subscription period,
the shareholders will receive the dividend payment in cash, 01 JUL
2005; and authorize the Board of Directors to take all necessary
measures and accomplish all necessary formalities
Report Date: 12-Aug-05 Page 103 of 188
O.4 Receive the special report of the Auditors on agreements governed by Mgmt For *
Articles L.225-38 and seq. of the French Commercial Code and approve
said report and the agreements referred to therein
O.5 Approve to renew Mrs. Helene Ploix as a Director for a period of 4 Mgmt For *
years
O.6 Approve to renew Mr. Michel Bon as a Director for a period of 4 years Mgmt For *
O.7 Approve to renew Mr. Bertrand Collomb as a Director for a period of 4 Mgmt For *
years
O.8 Approve to renew Mr. Juan Gallardo as a Director for a period of 4 Mgmt For *
years
O.9 Approve to renew Mr. Alain Joly as a Director for a period of 4 years Mgmt For *
O.10 Appoint Mr. Jean-Pierre Boisivon as a Director for a period of 4 Mgmt For *
years
O.11 Appoint Mr. Philippe Charrier as a Director for a period of 4 years Mgmt For *
O.12 Appoint Mr. Oscar Fanjul as a Director for a period of 4 years Mgmt For *
Report Date: 12-Aug-05 Page 104 of 188
O.13 Appoint Mr. Bruno Lafont as a Director for a period of 4 years Mgmt For *
O.14 Authorize the Board of Directors to buy the Company's shares, as per Mgmt For *
the following conditions: maximum purchase price: EUR 120.00,
maximum number of shares that may be acquired: 10% of the share
capital; Authority expires at the end of 18 months and to take all
necessary measures and accomplish all necessary formalities to
purchase or to sell by the Company its own shares
O.15 Authorize the Board of Directors to proceed, in one or more Mgmt For *
transactions, in France or abroad, for a maximum nominal amount of
EUR 5,000,000,000.00, with the issue of bonds or similar
instruments, fixed term or unfixed term subordinated securities, or
any other securities giving in a same issue a same right of debt upon
the Company; Authority expires at the end of 26 months and to take
all necessary measures and accomplish all necessary formalities
E.16 Authorize the Board of Directors to reduce the share capital by the Mgmt For *
cancellation of the shares held by the Company in connection with
the stock purchase 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 26 months and to take all necessary
measures and accomplish all necessary formalities
E.17 Authorize the Board of Directors to increase in one or more Mgmt For *
transactions, in France or abroad, the share capital by a maximum
nominal amount of EUR 200,000,000.00 with the shareholders'
preferential subscription rights maintained, by way of issuing
ordinary shares and of any securities giving access by all means to
the Company's ordinary shares; in case of the issue of bonds or
similar instruments issued according the present delegation, the
nominal maximum amount of these issues will not exceed EUR
5,000,000,000.00, this amount is common to the debt instruments not
giving access to the capital, the issue of which is authorized in
accordance with Resolution O.15; Authority expires at the end of 26
months
Report Date: 12-Aug-05 Page 105 of 188
E.18 Authorize the Board of Directors to increase in one or more Mgmt For *
transactions, in France or abroad, the share capital by a maximum
nominal amount of EUR 135,000,000.00 with a waiver of the
shareholders' pre-emptive rights, by way of issuing ordinary shares
and of any securities giving access by all means to the Company's
ordinary shares in case of the issue of bonds or similar instruments
issued; according the present delegation, the nominal maximum amount
of these issues will not exceed EUR 5,000,000,000.00; Authority
expires at the end of 26 months
E.19 Authorize the Board of Directors to increase the share capital, Mgmt For *
within the limit of EUR 68,000,000.00, in consideration for the
contributions in kind granted to the Company and comprised of equity
shares or securities giving access to share capital; this amount
counts against the value of EUR 135,000,000.00 set forth in
Resolution O.18; Authority expires at the end of 26 months
E.20 Authorize the Board of Directors to increase the share capital, in Mgmt For *
one or more transactions by a maximum nominal amount of EUR
100,000,000.00, by way of capitalizing retained earnings, income,
premiums, to be carried out through the issue of bonus shares or the
raise of the par value of the existing shares or by utilizing these
2 methods; Authority expires at the end of 26 months
E.21 Authorize the Board of Directors to grant options in one more Mgmt For *
transactions to employees, Officers or to certain of them, options
giving right either to subscribe for new shares in the Company to be
issued through a share capital increase within the limit of 3% of
the share capital or to purchase existing shares purchased by the
Company; this ceiling is common to resolutions Numbers E.21 and O.22;
Authority expires at the end of 26 months
E.22 Authorize the Board of Directors in order to proceed with allocations Mgmt For *
free of charge of Company's existing ordinary share or to be issued,
in favour of the employees or the Officers, provided that they shall
not represent more than 1% of the share capital; Authority expires at
the end of 26 months; and to take all necessary measures and
accomplish all necessary formalities
Report Date: 12-Aug-05 Page 106 of 188
E.23 Authorize the Board of Directors to increase the share capital in one Mgmt For *
or more transactions at its sole discretion in favor of the Company's
employees and former employees who are Members of a Company's saving
plan; Authority expires at the end of 26 months and for an amount,
which shall not exceed EUR 14,000,000,000.00 and to take all
necessary measures and accomplish all necessary formalities
E.24 Grant all powers to the bearer of a copy or an extract of the minutes Mgmt For *
of the present to accomplish all deposits and publications
prescribed by law
A. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS PROPOSAL: Approve Shr Against *
to remove, in Article 30-1 of the By-laws of the Company, Paragraphs
3 and ff. which limit the accounting of voting rights of
shareholders in shareholder's meeting beyond 1% of voting rights
* Management position unknown
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Ballot Shares
Account Number Custodian Shares On Loan Vote Date Date Confirmed
- --------------------------------------------------------------------------
VV6A 50P 2306 0 28-Apr-05 28-Apr-05
Report Date: 12-Aug-05 Page 107 of 188
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METRO AG, DUESSELDORF
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Security D53968125 Meeting Type Ordinary General Meeting
Ticker Meeting Date 18-May-05
ISIN DE0007257503 Agenda 700684651 - Management
City DUESSELDORF Holdings Recon Date 16-May-05
Country GERMANY Blocking Vote Deadline Date 04-May-05
SEDOL(s) 5041413, 5106129, 5106130, 7159217, B02NST1
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Receive the financial statements and the annual report for the FY Mgmt For *
2004 with the report of the Supervisory Board, the Group financial
statements and the Group annual report, as well as the resolution on
the appropriation of the distribution profit of EUR 355,960,934.62
shall be appropriated as follows: payment of a dividend of EUR 1.02
per ordinary share and EUR 1.122 per preferred share EUR
22,364,502.51 shall be carried forward ex-dividend and the payable
date 19 MAY 2005
2. Ratify the acts of the Board of Managing Directors Mgmt For *
3. Ratify the acts of the Supervisory Board Mgmt For *
4. Elect the auditor for the fiscal year 2005; In light of the Mgmt For *
increasing international expansion of the METRO Group, the
Supervisory Board intends to propose a change of the auditor to the
Annual General Meeting. In preparation for this change, a joint
audit by the prospective and the current auditor shall be carried
out for the fiscal year 2005. The Supervisory Board therefore
proposes to elect KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft Wirtschaftspruf ungsgesellschaft, Berlin and
Frankfurt/Main, and Fasselt & Partner Wirtschafts
prufungsgesellschaft, Duisburg, jointly as auditors for the fiscal
year 2005, with the requirement to jointly audit and to jointly issue
audit certificates, although each auditor may carry out sole audits
and issue sole audit certificates in case the other auditor should
drop out for a reason for which the company is not responsible.
5. Elect the Supervisory Board Mgmt For *
Report Date: 12-Aug-05 Page 108 of 188
6. Authorize the Company to acquire own shares of up to 10% of its share Mgmt For *
capital, at a price differing neither more than 5%; from the market
price of the shares if they are acquired through the stock exchange,
nor more than 20%; if they are acquired by way of a repurchase offer,
on or before 18 NOV 2006; authorize the Board of Managing Directors
to float the shares on the foreign stock exchange, to use the shares
in connection with the mergers and acquisitions, to dispose of the
shares in a manner other than the stock exchange or an offer to all
share holders if the shares are sold at a price not materially below
the market price of the identical shares, to use the shares for the
fulfillment of option or convened rights, and within the scope of the
Company execution stock option plan
7. Amend the Articles of association in connection with the new German Mgmt For *
Law on Corporate integrity and the modernization on the right to set
aside resolutions of shareholders meetings as follows: Section
15(2), shareholders' meeting being published in the Electronic
Federal Gazette no later than 30 days prior to the day by which
shareholders are required to register to attend the shareholders
meeting, Section 16(1)1 and 16(2) shareholders intending to attend
the shareholders' meeting being obliged to register 7 day prior to
the shareholders' meeting and to provide a proof in German or
English of their entitlement to attend the shareholders' meeting or
to exercise their voting rights Section 16(1)2 and 16(1)3 deletion
Section 17(3) the Chairman of the shareholders meeting must being
authorize to limit the time for question and answer at shareholders'
meeting entitled to vote are those shareholders whose shares are
blocked with us from 10 MAY 2005, until the closing of the meeting
COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS MEETING. A LINK TO THE Non-Voting
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.
PLEASE NOTE THAT THIS IS AN AGM. THANK YOU Non-Voting
Non-Voting
Report Date: 12-Aug-05 Page 109 of 188
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 6000 0 09-Apr-05 09-Apr-05
Report Date: 12-Aug-05 Page 110 of 188
- --------------------------------------------------------------------------------
MITSUI & CO LTD
- --------------------------------------------------------------------------------
Security J44690139 Meeting Type Annual General Meeting
Ticker Meeting Date 24-Jun-05
ISIN JP3893600001 Agenda 700735167 - Management
City TOKYO Holdings Recon Date 31-Mar-05
Country JAPAN Vote Deadline Date 13-Jun-05
SEDOL(s) 4594071, 5736463, 6597302, B03KWZ5
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Approve Appropriation of Profits: Term-End Dividend - Ordinary Mgmt For *
Dividend 10 yen
2. Amend the Articles of Incorporation Mgmt For *
3.1 Elect a Director Mgmt For *
3.2 Elect a Director Mgmt For *
3.3 Elect a Director Mgmt For *
3.4 Elect a Director Mgmt For *
3.5 Elect a Director Mgmt For *
3.6 Elect a Director Mgmt For *
Report Date: 12-Aug-05 Page 111 of 188
3.7 Elect a Director Mgmt For *
3.8 Elect a Director Mgmt For *
3.9 Elect a Director Mgmt For *
3.10 Elect a Director Mgmt For *
3.11 Elect a Director Mgmt For *
4.1 Appoint a Corporate Auditor Mgmt For *
4.2 Appoint a Corporate Auditor Mgmt For *
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 27000 0 02-Jun-05 02-Jun-05
Report Date: 12-Aug-05 Page 112 of 188
- --------------------------------------------------------------------------------
MURATA MANUFACTURING CO LTD
- --------------------------------------------------------------------------------
Security J46840104 Meeting Type Annual General Meeting
Ticker Meeting Date 29-Jun-05
ISIN JP3914400001 Agenda 700735028 - Management
City KYOTO,JAPAN Holdings Recon Date 31-Mar-05
Country JAPAN Vote Deadline Date 16-Jun-05
SEDOL(s) 5736474, 6610362, 6610403, B02JDT4
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Approve Appropriation of Profits: Term-End Dividend - Ordinary Mgmt For *
Dividend JPY 25
2. Amend the Articles of Incorporation Mgmt For *
3.1 Elect a Director Mgmt For *
3.2 Elect a Director Mgmt For *
3.3 Elect a Director Mgmt For *
3.4 Elect a Director Mgmt For *
3.5 Elect a Director Mgmt For *
3.6 Elect a Director Mgmt For *
Report Date: 12-Aug-05 Page 113 of 188
4. Appoint a Corporate Auditor Mgmt For *
5. Amend the Compensation to be received by Corporate Officers Mgmt For *
6. Approve the issuance of Stock Acquisition Rights as Stock Options on Mgmt For *
Favorable Conditions
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 5600 0 02-Jun-05 02-Jun-05
Report Date: 12-Aug-05 Page 114 of 188
- --------------------------------------------------------------------------------
NIPPON OIL CORP, TOKYO
- --------------------------------------------------------------------------------
Security J5484F100 Meeting Type Annual General Meeting
Ticker Meeting Date 29-Jun-05
ISIN JP3679700009 Agenda 700746172 - Management
City TOKYO Holdings Recon Date 31-Mar-05
Country JAPAN Vote Deadline Date 16-Jun-05
SEDOL(s) 5445101, 6641403, B06NQX7
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Including the Following Mgmt For *
Dividends: Interim JY 4, Final JY 6, Special JY 0
2 Amend Articles to: Increase Authorized Capital from 2 Billion Mgmt For *
Shares to 5 Billion Shares - Authorize Public Announcements in
Electronic Format
3.1 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
3.4 Elect Director Mgmt For *
3.5 Elect Director Mgmt For *
3.6 Elect Director Mgmt For *
Report Date: 12-Aug-05 Page 115 of 188
3.7 Elect Director Mgmt For *
3.8 Elect Director Mgmt For *
3.9 Elect Director Mgmt For *
3.10 Elect Director Mgmt For *
3.11 Elect Director Mgmt For *
3.12 Elect Director Mgmt For *
3.13 Elect Director Mgmt For *
3.14 Elect Director Mgmt For *
3.15 Elect Director Mgmt For *
3.16 Elect Director Mgmt For *
Report Date: 12-Aug-05 Page 116 of 188
3.17 Elect Director Mgmt For *
3.18 Elect Director Mgmt For *
3.19 Elect Director Mgmt For *
4 Appoint Internal Statutory Auditor Mgmt For *
5 Approve Retirement Bonuses for Directors and Statutory Auditor and Mgmt For *
Special Payments to Continuing Directors and Auditors in Connection
with Abolition of Retirement Bonus System
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 27000 0 11-Jun-05 11-Jun-05
Report Date: 12-Aug-05 Page 117 of 188
- --------------------------------------------------------------------------------
NIPPON PAPER GROUP INC, TOKYO
- --------------------------------------------------------------------------------
Security J56354103 Meeting Type Annual General Meeting
Ticker Meeting Date 29-Jun-05
ISIN JP3754300006 Agenda 700749508 - Management
City TOKYO Holdings Recon Date 31-Mar-05
Country JAPAN Vote Deadline Date 16-Jun-05
SEDOL(s) 6334781, B0941F4
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Including the Following Dividends: Mgmt
Interim JY 4000, Final JY 4000, Special JY 0
2.1 Elect Director Mgmt
2.2 Elect Director Mgmt
2.3 Elect Director Mgmt
2.4 Elect Director Mgmt
2.5 Elect Director Mgmt
2.6 Elect Director Mgmt
2.7 Elect Director Mgmt
Report Date: 12-Aug-05 Page 118 of 188
2.8 Elect Director Mgmt
2.9 Elect Director Mgmt
3 Approve Retirement Bonuses for Directors Mgmt
- ----------------------------------------------------------------------------
Ballot Shares On
Account Number Custodian Shares Loan Vote Date Date Confirmed
- ----------------------------------------------------------------------------
VV6A 50P 41 0
Report Date: 12-Aug-05 Page 119 of 188
- --------------------------------------------------------------------------------
NIPPON STEEL CORP
- --------------------------------------------------------------------------------
Security J55999122 Meeting Type Annual General Meeting
Ticker Meeting Date 28-Jun-05
ISIN JP3381000003 Agenda 700738276 - Management
City TOKYO Holdings Recon Date 31-Mar-05
Country JAPAN Vote Deadline Date 15-Jun-05
SEDOL(s) 4601692, 6642569, B02JNR2
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Approve Appropriation of Profits: Term-End Dividend - Ordinary Mgmt For *
Dividend 5 yen
2. Approve Payment of Bonuses to Directors and Corporate Auditors Mgmt For *
3. Amend the Articles of Incorporation Mgmt For *
4.1 Elect a Director Mgmt For *
4.2 Elect a Director Mgmt For *
4.3 Elect a Director Mgmt For *
4.4 Elect a Director Mgmt For *
4.5 Elect a Director Mgmt For *
Report Date: 12-Aug-05 Page 120 of 188
4.6 Elect a Director Mgmt For *
4.7 Elect a Director Mgmt For *
4.8 Elect a Director Mgmt For *
4.9 Elect a Director Mgmt For *
4.10 Elect a Director Mgmt For *
4.11 Elect a Director Mgmt For *
4.12 Elect a Director Mgmt For *
4.13 Elect a Director Mgmt For *
4.14 Elect a Director Mgmt For *
4.15 Elect a Director Mgmt For *
Report Date: 12-Aug-05 Page 121 of 188
4.16 Elect a Director Mgmt For *
4.17 Elect a Director Mgmt For *
4.18 Elect a Director Mgmt For *
4.19 Elect a Director Mgmt For *
4.20 Elect a Director Mgmt For *
4.21 Elect a Director Mgmt For *
4.22 Elect a Director Mgmt For *
4.23 Elect a Director Mgmt For *
4.24 Elect a Director Mgmt For *
4.25 Elect a Director Mgmt For *
Report Date: 12-Aug-05 Page 122 of 188
4.26 Elect a Director Mgmt For *
4.27 Elect a Director Mgmt For *
4.28 Elect a Director Mgmt For *
4.29 Elect a Director Mgmt For *
4.30 Elect a Director Mgmt For *
4.31 Elect a Director Mgmt For *
4.32 Elect a Director Mgmt For *
4.33 Elect a Director Mgmt For *
4.34 Elect a Director Mgmt For *
4.35 Elect a Director Mgmt For *
Report Date: 12-Aug-05 Page 123 of 188
4.36 Elect a Director Mgmt For *
4.37 Elect a Director Mgmt For *
5.1 Appoint a Corporate Auditor Mgmt For *
5.2 Appoint a Corporate Auditor Mgmt For *
5.3 Appoint a Corporate Auditor Mgmt For *
6. Approve Condolence money to the late Corporate Auditor Josei Ito and Mgmt For *
retirement bonuses to retiring directors and corporate auditors
* Management position unknown
- ----------------------------------------------------------------------------
Ballot Shares On
Account Number Custodian Shares Loan Vote Date Date Confirmed
- ----------------------------------------------------------------------------
VV6A 50P 72000 0 07-Jun-05 07-Jun-05
Report Date: 12-Aug-05 Page 124 of 188
- --------------------------------------------------------------------------------
NISSAN MOTOR CO LTD
- --------------------------------------------------------------------------------
Security J57160129 Meeting Type Annual General Meeting
Ticker Meeting Date 21-Jun-05
ISIN JP3672400003 Agenda 700732666 - Management
City YOKOHAMA, JAPAN Holdings Recon Date 31-Mar-05
Country JAPAN Vote Deadline Date 08-Jun-05
SEDOL(s) 5485356, 6642860, B01DMT0
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Approve Appropriation of Profits: Final Dividend JY 12 Mgmt For *
2. Amend the Articles of Incorporation Mgmt For *
3. Approve the issuance of stock acquisition right without Mgmt For *
consideration as Stock Options to Employees of the Company and
Directors and Employees of its Affiliates
4.1 Elect a Director Mgmt For *
4.2 Elect a Director Mgmt For *
4.3 Elect a Director Mgmt For *
4.4 Elect a Director Mgmt For *
4.5 Elect a Director Mgmt For *
Report Date: 12-Aug-05 Page 125 of 188
4.6 Elect a Director Mgmt For *
4.7 Elect a Director Mgmt For *
4.8 Elect a Director Mgmt For *
4.9 Elect a Director Mgmt For *
5. Appoint a Corporate Auditor Mgmt For *
6. Approve Provision of Retirement Allowance for Directors and Mgmt For *
Corporate Auditors
7. Amend the Compensation to be received by Corporate Officers Mgmt For *
* Management position unknown
- --------------------------------------------------------------------------
Ballot Shares
Account Number Custodian Shares On Loan Vote Date Date Confirmed
- --------------------------------------------------------------------------
VV6A 50P 24000 0 31-May-05 31-May-05
Report Date: 12-Aug-05 Page 126 of 188
- --------------------------------------------------------------------------------
NTT DOCOMO INC.
- --------------------------------------------------------------------------------
Security J59399105 Meeting Type Annual General Meeting
Ticker Meeting Date 21-Jun-05
ISIN JP3165650007 Agenda 700732779 - Management
City TOKYO Holdings Recon Date 31-Mar-05
Country JAPAN Vote Deadline Date 08-Jun-05
SEDOL(s) 3141003, 5559079, 6129277
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Approve Appropriation of Profits: Term-End Dividend - Ordinary Mgmt For *
Dividend 1,000 yen
2. Approve Purchase of Own Shares Mgmt For *
3. Amend the Articles of Incorporation Mgmt For *
4.1 Elect a Director Mgmt For *
4.2 Elect a Director Mgmt For *
4.3 Elect a Director Mgmt For *
5. Appoint a Corporate Auditor Mgmt For *
6. Approve Provision of Retirement Allowance for Directors and Mgmt For *
Corporate Auditors
Report Date: 12-Aug-05 Page 127 of 188
7. Amend the Compensation to be received by Corporate Officers Mgmt For *
* Management position unknown
- --------------------------------------------------------------------------
Ballot Shares
Account Number Custodian Shares On Loan Vote Date Date Confirmed
- --------------------------------------------------------------------------
VV6A 50P 172 0 31-May-05 31-May-05
Report Date: 12-Aug-05 Page 128 of 188
- --------------------------------------------------------------------------------
OMRON CORP
- --------------------------------------------------------------------------------
Security J61374120 Meeting Type Annual General Meeting
Ticker Meeting Date 23-Jun-05
ISIN JP3197800000 Agenda 700734987 - Management
City KYOTO, JAPAN Holdings Recon Date 31-Mar-05
Country JAPAN Vote Deadline Date 10-Jun-05
SEDOL(s) 5835735, 6659428, B02K7H3
- --------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- --------------------------------------------------------------------------------------------------------------------
1. Approve Appropriation of Profits: Term-End Dividend-Ordinary Mgmt For *
Dividend JPY 14
2. Amend the Articles of Incorporation Mgmt For *
3. Approve Purchase of Own Shares Mgmt For *
4.1 Elect a Director Mgmt For *
4.2 Elect a Director Mgmt For *
4.3 Elect a Director Mgmt For *
4.4 Elect a Director Mgmt For *
4.5 Elect a Director Mgmt For *
Report Date: 12-Aug-05 Page 129 of 188
4.6 Elect a Director Mgmt For *
4.7 Elect a Director Mgmt For *
5.1 Appoint a Corporate Auditor Mgmt For *
5.2 Appoint a Corporate Auditor Mgmt For *
6. Approve the issuance of Shares Acquisition Rights as Stock Options on Mgmt For *
Favorable Conditions
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 10900 0 02-Jun-05 02-Jun-05
Report Date: 12-Aug-05 Page 130 of 188
- --------------------------------------------------------------------------------
ROLLS-ROYCE GROUP PLC, LONDON
- --------------------------------------------------------------------------------
Security G7630U109 Meeting Type Annual General Meeting
Ticker Meeting Date 04-May-05
ISIN GB0032836487 Agenda 700690844 - Management
City LONDON Holdings Recon Date 02-May-05
Country UNITED KINGDOM Vote Deadline Date 25-Apr-05
SEDOL(s) 3283648, 7618514
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- --------------------------------------------------------------------------------------------------------------------
1. Receive the report of the Directors and the audited financial Mgmt For *
statements for the YE 31 DEC 2004
2. Approve the Directors' remuneration report for the YE 31 DEC 2004 Mgmt For *
3. Re-elect Mr. S.M. Robertson as a Director of the Company Mgmt For *
4. Re-elect Mr. I.C. Conn as a Director of the Company Mgmt For *
5. Re-elect Sir John Taylor as a Director of the Company Mgmt For *
6. Re-elect Hon. A.L. Bondurant as a Director of the Company Mgmt For *
7. Re-elect Mr. J.P, Cheffins as a Director of the Company Mgmt For *
8. Re-elect Mr. J.M. Guyette as a Director of the Company Mgmt For *
Report Date: 12-Aug-05 Page 131 of 188
9. Re-elect Mr. A.B. Shilston as a Director of the Company Mgmt For *
10. Re-appoint KPMG Audit Plc as the Company's Auditors until the next Mgmt For *
general meeting at which financial statements are laid and authorize
the Directors to agree the Auditors' remuneration
11. Authorize the Directors: a) on one or more occasions, to capitalize Mgmt For *
such sums as they may determine from time to time but not exceeding
the aggregate sum of GBP 200 million, standing to the credit of the
Company's merger reserve or such other reserves as the Company may
legally use in paying up in full at par, up to 200 billion
non-cumulative redeemable convertible preference shares with a
nominal value of 0.1 pence each B Shares from time to time having the
rights and being subject to the restrictions contained in the
Articles of Association of the Company and any terms of their issue;
b) pursuant to Section 80 of the Companies Act 1985, as amended, to
exercise all powers of the Company to allot and distribute B Shares
credited as fully paid up to an aggregate nominal amount of 200
million to the holders of ordinary shares of 20 pence each on the
register of members on any dates determined by the directors from
time to time and on the basis of the number of B Shares for every
ordinary share held as may be determined by the directors from time
to time; and Authority expires at the conclusion of the next AGM of
the Company; and c) to do all acts and things they may consider
necessary or desirable to give effect to this resolution and to
satisfy any entitlement to B Shares howsoever arising
12. Approve, for the purposes of Article 112(a) of the Articles of Mgmt For *
Association of the Company, to increase the maximum amount of the
ordinary remuneration of the Directors from GBP 600,000 to GBP
850,000; and such amount as the directors determine should be paid to
the Directors by way of ordinary remuneration in any year shall be
divided among those Directors who do not hold any Executive Office
S.13 Approve that the Section 80 amount as defined in Article 10(d) shall Mgmt For *
be GBP 117,133,532
Report Date: 12-Aug-05 Page 132 of 188
S.14 Approve that the Section 89 amount as defined in Article 10(d) shall Mgmt For *
be GBP 17,570,029
S.15 Authorize the Company, for the purpose of Section 166 of the Mgmt For *
Companies Act 1985, to make market purchases Section 163(3) of its
up to 173,313,853 ordinary shares of 20 pence each in the capital of
the Company, at a minimum price of 20 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
AGM of the Company in 2006 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
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 20000 0 14-Apr-05 14-Apr-05
Report Date: 12-Aug-05 Page 133 of 188
- --------------------------------------------------------------------------------
ROYAL DUTCH PETROLEUM CO, DEN HAAG
- --------------------------------------------------------------------------------
Security N76277172 Meeting Type Annual General Meeting
Ticker Meeting Date 28-Jun-05
ISIN NL0000009470 Agenda 700737717 - Management
City DEN HAAG Holdings Recon Date 21-Jun-05
Country NETHERLANDS Blocking Vote Deadline Date 14-Jun-05
SEDOL(s) 0052863, 4756097, 5202704, 5265633, 5265989, 5266001, 5272086,
5273335, 5273829
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING AT THIS GENERAL Non-Voting
MEETING ARE RELAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE
REGISTRATION DATE SET ON 21 JUN 2005. SHARES CAN BE TRADED
THEREAFTER. THANK YOU
1. Approve the annual report for the year 2004 Mgmt For *
2. Approve the annual accounts 2004; finalization of the balance sheet Mgmt For *
as at 31 DEC 2004 and the profit and loss account for the year 2004
and the notes to the balance sheet and the profit and loss account
3.A Approve the reserves and dividend policy Mgmt For *
3.B Declare the total dividend for the year 2004 Mgmt For *
4.A Grant discharge to the Members of the Management Board for the year Mgmt For *
2004
4.B Grant discharge the Members of the Supervisory Board for the year Mgmt For *
2004
Report Date: 12-Aug-05 Page 134 of 188
5. Re-appoint Mr. L.R. Ricciardi or Ms. Scheltema as a Member of the Mgmt For *
Supervisory Board
6. Grant authority to acquire ordinary shares of the Company Mgmt For *
7. Approve to cancel the ordinary shares held by the Company Mgmt For *
8. Approve the Corporate Governance Mgmt For *
9.A Approve the public exchange offer issued by Royal Dutch Shell PLC for Mgmt For *
all ordinary shares in equity capital of the Company
9.B Approve the Implementation Agreement Mgmt For *
10. Amend the Articles of Association Mgmt For *
11.A Appoint Mr. Jacobs (1st choice) or Mr. P.L. Folmer (2nd choice) as a Mgmt For *
Non-Executive Member of the Board of Management
11.B Appoint Ms. Morin-Postel (1st choice) or Ms. K.M.A. De Segundo (2nd Mgmt For *
choice) as a Non-Executive Member of the Board of Management
11.C Appoint Mr. Loudon (1st choice) or Mr. R. Vander Vlist (2nd choice) Mgmt For *
as a Non-Executive Member of the Board of Management
Report Date: 12-Aug-05 Page 135 of 188
11.D Appoint Mr. Ricciardi (1st choice) or Ms. M.A. Scheltema (2nd choice) Mgmt For *
as a Non-Executive Member of the Board of Management
12. Adopt the remuneration policy for the Board of Directors Mgmt For *
13. Approve the altered Long-Term Incentive Plan Mgmt For *
14. Approve the altered Restricted Share Plan Mgmt For *
15. Approve the altered Deferred Bonus Plan Mgmt For *
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 7000 0 07-Jun-05 07-Jun-05
Report Date: 12-Aug-05 Page 136 of 188
- --------------------------------------------------------------------------------
SANOFI-AVENTIS
- --------------------------------------------------------------------------------
Security F5548N101 Meeting Type Ordinary General Meeting
Ticker Meeting Date 31-May-05
ISIN FR0000120578 Agenda 700697987 - Management
City PARIS Holdings Recon Date 27-May-05
Country FRANCE Blocking Vote Deadline Date 20-May-05
SEDOL(s) 5671735, 5696589, 7166239, B01DR51, B043B67
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THE MEETING HELD ON 18 MAY 2005 HAS BEEN POSTPONED Non-Voting
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 and the general Mgmt For *
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 and the Statutory Mgmt For *
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 200,000,000.00, pursuant to Mgmt For *
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
Report Date: 12-Aug-05 Page 137 of 188
O.4 Acknowledge the special report of the Auditors on agreements governed Mgmt For *
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 PricewaterhouseCoopers Audit Mgmt For *
as the Statutory Auditors for a period of 6 years
O.6 Approve to renew the term of office of Mr. Pierre Coll as Mgmt For *
PricewaterhouseCoopers Audit's Deputy Auditor for a period of 6
years
O.7 Authorize the Board of Directors, in substitution for any earlier Mgmt For *
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 Board of Directors Mgmt For *
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 of any earlier Mgmt For *
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
Report Date: 12-Aug-05 Page 138 of 188
O.10 Authorize the Board of Directors, in substitution of any earlier Mgmt For *
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 of all and any Mgmt For *
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 to increase the number Mgmt For *
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 of all and any Mgmt For *
authority, to increase the share capital, in one or more
transactions, in favour 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
Report Date: 12-Aug-05 Page 139 of 188
E.14 Authorize the Board of Directors, in substitution of all and any Mgmt For *
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 with the allocations Mgmt For *
free of charge of the Company's existing shares or to be issued the
preferential shares being excluded, in favour 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 of all and any Mgmt For *
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 extract of the minutes Mgmt For *
of this meeting in order to accomplish all formalities, filings and
registration prescribed by law
Report Date: 12-Aug-05 Page 140 of 188
A Verification Period exists in France. Please see Non-Voting
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
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 5400 0 21-Apr-05 21-Apr-05
Report Date: 12-Aug-05 Page 141 of 188
- --------------------------------------------------------------------------------
SAP AG SYSTEME ANWENDUNGEN PRODUKTE IN DER DATENVE
- --------------------------------------------------------------------------------
Security D66992104 Meeting Type Ordinary General Meeting
Ticker Meeting Date 12-May-05
ISIN DE0007164600 Agenda 700679345 - Management
City MANNHEIM Holdings Recon Date 10-May-05
Country GERMANY Blocking Vote Deadline Date 28-Apr-05
SEDOL(s) 4616889, 4846288, 4882185, B02NV69
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting
1. Receive the financial statements and annual report for the FY 2004 Mgmt For *
with the report of the Supervisory Board, the Group financial
statements and Group annual report
2. Approve the appropriation of the distribution of the profit of EUR Mgmt For *
1,351,306,027.78 as follows: payment of a divided EUR 1.10 per
entitled share the remainder shall be carried forward ex-dividend
and payable date 13 MAY 2005
3. Ratify the acts of the board of Managing Directors Mgmt For *
4. Ratify the acts of the Supervisory Board Mgmt For *
5. Appoint KPMG Deutsche Treuhand-Gesellschaft AG, Mgmt For *
Frankfurt/Berlin as the Auditors for the FY 2005
6. Elect Dr. Erhard Schipporeit as Officer for the Supervisory Board Mgmt For *
Report Date: 12-Aug-05 Page 142 of 188
7. Amend the Article of Association as follows: Section 4(1), the Mgmt For *
increase of the share capital to EUR 316,003,600 due to converted and
option rights having been exercised Section 4(5), regarding the
revocation of the contingent capital IIa Section 4(7), regarding the
reduction of the contingent capital III a to EUR 9,384,974
8. Amend Section 1(1) of the Article of Association regarding the Mgmt For *
Company's name being changed to SAP AG
9. Amend the Articles of Association in connection with the new German Mgmt For *
Law on Corporate Integrity and Modernization of the right to set
aside resolutions of shareholders meetings as follows: Section 3
regarding announcements of the Company being published in the
Electronic Federal Gazette or on the Company's website; Section
17(3), regarding shareholders' meetings being convened no later than
30 days prior to the day by which shareholders are required to
register to attend the shareholders meeting; Section 18, regarding
shareholders intending to attend the shareholders' meeting being
obliged to register 7 days prior to the shareholders meeting and to
provide a proof in German or English of their entitlement to attend
the shareholders meeting or to exercise their voting rights, Section
20(2), regarding the Chairman of the shareholders meeting being
authorized to limit the time for questions and answers at
shareholders meetings
10. Approve to renovate the authorized capital, creation of new Mgmt For *
authorized capital and the correspondence amendments to the Articles
of Association; the existing authorized capital I and II shall be
revoked; authorize the Board of Managing Directors with the consent
of the Supervisory Board, to increase the share capital by up to EUR
60,000,000 through the issue of new voting ordinary shares against
payment in cash, on or before 11 MAY 2010 authorized capital I;
shareholders shall be granted subscription rights except for residual
amounts; authorize the Board of Managing Directors with the consent
of the Supervisory Board, to increase the share capital by up to EUR
60,000,000 through the issue of new voting ordinary shares against
payment in cash, on or before 11 MAY 2010 authorized capital I;
shareholders subscription rights may be excluded for the residual
amounts, for a capital increase of up to 10% of the share capital
against cash payment if the shares are issued at a price not
materially below their market price and of the issue of shares
against payment in kind
Report Date: 12-Aug-05 Page 143 of 188
11. Authorize the Board of Managing Directors to acquire shares of the Mgmt For *
Company of up to EUR 30,000,000 through the stock exchange at a price
neither more than 10%; above nor more than 20% below, the market
price of the shares, or by way of repurchase offer at a price not
deviating more than 20%, from the market price of the shares, on or
before 31 OCT 2006; authorize the Board of Managing Directors to
sell the shares on the stock exchange and to offer them the
shareholder for subscription; the Board shall be authorized to
dispose of the shares in another manner if they are sold at a price
not materially below their market price, to use the shares for
acquisition proposes or within the scope of the Company Stock Option
and Long Term Incentive Plans and to retire the shares retire the
shares
12. Authorize the Board of Managing Directors to use call and put options Mgmt For *
for the purpose of the acquisition of own shares as per item 11
entitled to vote are those shareholders whose shares are blocked
with us from 04 MAY 2005, until the close of the meeting
PLEASE NOTE THAT THE ENGLISH AGENDA HAS BEEN CODED FIRST. THANK YOU. Non-Voting
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 990 0 26-Apr-05 26-Apr-05
Report Date: 12-Aug-05 Page 144 of 188
- --------------------------------------------------------------------------------
SEINO TRANSPORTATION CO LTD
- --------------------------------------------------------------------------------
Security J70316138 Meeting Type Annual General Meeting
Ticker Meeting Date 24-Jun-05
ISIN JP3415400005 Agenda 700739343 - Management
City GIFU PREFECTURE Holdings Recon Date 31-Mar-05
Country JAPAN Vote Deadline Date 13-Jun-05
SEDOL(s) 5805783, 6793423
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Including the Following Dividends: Mgmt For *
Interim JY 0, Final JY 11, Special JY 0
2 Approve Stock-Swap Acquisition of Toyota Corolla Gifu, Gifu Hino Mgmt For *
Motor, Netz Toyota Gifu and Netz Toyota Centro Gifu
3 Approve Corporate Split Agreement Mgmt For *
4 Approve Issuance of Warrants Pursuant to Adoption of Trust-Type Mgmt Against *
Shareholder Rights Plan (Poison Pill)
5 Amend Articles to: Expand Business Lines - Increase Authorized Mgmt Against *
Capital - Reduce Maximum Board Size - Change Company Name to Seino
Holdings Co. - Reduce Directors' Term in Office Limit Directors'
Legal Liability
6.1 Elect Director Mgmt For *
6.2 Elect Director Mgmt For *
Report Date: 12-Aug-05 Page 145 of 188
6.3 Elect Director Mgmt For *
6.4 Elect Director Mgmt For *
6.5 Elect Director Mgmt For *
6.6 Elect Director Mgmt For *
6.7 Elect Director Mgmt For *
6.8 Elect Director Mgmt For *
6.9 Elect Director Mgmt For *
6.10 Elect Director Mgmt For *
6.11 Elect Director Mgmt For *
6.12 Elect Director Mgmt For *
Report Date: 12-Aug-05 Page 146 of 188
6.13 Elect Director Mgmt For *
6.14 Elect Director Mgmt For *
6.15 Elect Director Mgmt For *
6.16 Elect Director Mgmt For *
6.17 Elect Director Mgmt For *
6.18 Elect Director Mgmt For *
6.19 Elect Director Mgmt For *
6.20 Elect Director Mgmt For *
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 14000 0 13-Jun-05 13-Jun-05
Report Date: 12-Aug-05 Page 147 of 188
- --------------------------------------------------------------------------------
SHELL TRANS & TRADING PLC
- --------------------------------------------------------------------------------
Security 822703104 Meeting Type Ordinary General Meeting
Ticker Meeting Date 28-Jun-05
ISIN GB0008034141 Agenda 700732010 - Management
City LONDON Holdings Recon Date 24-Jun-05
Country UNITED KINGDOM Vote Deadline Date 17-Jun-05
SEDOL(s) 0803414, 4803443, 5484881, B01JBZ7
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Adopt the Company's annual accounts for the FYE 31 DEC 2004 together Mgmt For *
with the last Directors' report and the Auditors' report on those
accounts and the auditable part of the remuneration report
2. Approve the remuneration report for the YE 31 DEC 2004 Mgmt For *
3. Elect Mr. Peter Voser as a Director Mgmt For *
4. Re-elect Sir Peter Job as a Director retiring by rotation Mgmt For *
5. Re-elect Mr. Lord Oxburgh as a Director retiring by virtue of age Mgmt For *
6. Re-appoint PricewaterhouseCoopers LLP as the Auditors of the Company Mgmt For *
7. Authorize the Board to settle the remuneration of the Auditors of the Mgmt For *
Company
Report Date: 12-Aug-05 Page 148 of 188
S.8 Authorize the Company, to make market purchases as specified in Mgmt For *
Section 163 of the Companies Act 1985 of up to 480,000,000 ordinary
shares of 25p each in the capital of the Company, at a minimum price
of 25p and not more than 5% above the average of the 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 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
9. Approve the Long-Term Incentive Plan LLTP to be constituted by the Mgmt For *
draft rules produced to the meeting and, for the purpose of
identification, initialed by the Chairman subject to such
modification as the Directors may consider necessary or desirable to
take account of any applicable statutory or regulatory requirements
or prevailing practice and that subject to the requisite majority of
shareholders of Royal Dutch Petroleum Company the LTIP, authorize the
Directors to take all the actions that they consider necessary,
desirable or expedient (1) to implement and establish the LTIP and
(2) to implement and establish further Plans based on the LTIP
modified to take account of local tax, exchange controls or
Securities Laws in overseas territories, provided that any shares
made available under such further Plans are treated as counting
against any limits on individual or overall participation under the
LTIP
10. Approve the Deferred Bonus Plan DBP to be constituted by the draft Mgmt For *
rules produced to the meeting and, for the purpose of identification,
initialed by the Chairman subject to such modification as the
Directors may consider necessary or desirable to take account of any
applicable statutory or regulatory requirements or prevailing
practice and that subject to the requisite majority of shareholders
of Royal Dutch Petroleum Company the DBP, authorize the Directors to
take all the actions that they consider necessary, desirable or
expedient (1) to implement and establish the DBP and (2) to implement
and establish further Plans based on the DBP modified to take account
of local tax, exchange controls or Securities Laws in overseas
territories, provided that any shares made available under such
further Plans are treated as counting against any limits on
individual or overall participation under the DBP
11. Approve the Restricted Share Plan RSP to be constituted by the draft Mgmt For *
rules produced to the meeting and, for the purpose of identification,
initialed by the Chairman subject to such modification as the
Directors may consider necessary or desirable to take account of any
applicable statutory or regulatory requirements or prevailing
practice and that subject to the requisite majority of shareholders
of Royal Dutch
Report Date: 12-Aug-05 Page 149 of 188
Petroleum Company the RSP, authorize the Directors to take all the
actions that they consider necessary, desirable or expedient (1) to
implement and establish the RSP and (2) to implement and establish
further Plans based on the RSP modified to take account of local tax,
exchange controls or Securities Laws in overseas territories,
provided that any shares made available under such further Plans are
treated as counting against any limits on individual or overall
participation under the RSP
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 30400 0 31-May-05 31-May-05
Report Date: 12-Aug-05 Page 150 of 188
- --------------------------------------------------------------------------------
SHELL TRANS & TRADING PLC
- --------------------------------------------------------------------------------
Security 822703104 Meeting Type Court Meeting
Ticker Meeting Date 28-Jun-05
ISIN GB0008034141 Agenda 700728617 - Management
City LONDON Holdings Recon Date 24-Jun-05
Country UNITED KINGDOM Vote Deadline Date 17-Jun-05
SEDOL(s) 0803414, 4803443, 5484881, B01JBZ7
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Approve a scheme of arrangement pursuant to Section 425 of the Mgmt For *
Companies Act 1985 proposed to be made between the "Shell" Transport
and Trading Company, Plc the "Company" and the holders of the Scheme
Shares
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 30400 0 26-May-05 26-May-05
Report Date: 12-Aug-05 Page 151 of 188
- --------------------------------------------------------------------------------
SHELL TRANS & TRADING PLC
- --------------------------------------------------------------------------------
Security 822703104 Meeting Type ExtraOrdinary General Meeting
Ticker Meeting Date 28-Jun-05
ISIN GB0008034141 Agenda 700728922 - Management
City LONDON Holdings Recon Date 24-Jun-05
Country UNITED KINGDOM Vote Deadline Date 17-Jun-05
SEDOL(s) 0803414, 4803443, 5484881, B01JBZ7
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
S.1 Approve the capital of the Company be reduced by cancelling and Mgmt For *
extinguishing all the first preference shares of GBP 1 each in the
capital of the Company the First Preference Shares, in consideration
for which there shall be repaid to the holders of such first
preference shares, whose names appear on the register of members as
such at the dose of business on the day preceding the effective date
of the said reduction of capital, an amount per first preference share
calculated as the aggregate of the capital paid up on such share
together with: (A) a premium being the amount, if any, of the excess
over the capital paid up thereon of the average of the means of the
daily quotations of such share published in the Stock Exchange Daily
Official List during the 6 months immediately preceding the relevant
date the relevant date being the date determined in accordance with
Article 5(3) of the Articles of Association of the Company after
deducting from the mean on each day an amount equal to all unpaid
arrears of the fixed dividend thereon whether earned or declared or
not down to the last preceding dividend payment date referred to in
Article 4(1) of the Articles of Association of the Company save that
in respect of any day during the 6 months immediately preceding the
relevant date for which no quotations for such share were published
in the Stock Exchange Daily Official List, there shall, for the
purposes of this calculation, be substituted the price quoted by
datastream, an information service provided by Thomson Financial, in
respect of that day); and (B) the fixed dividend thereon down to the
date of the repayment of the capital
S.2 Approve that, conditional on the passing of Resolution 1 above, that Mgmt For *
the capital of the Company be reduced by cancelling and
extinguishing all the second preference shares of GBP 1 each in the
capital of the Company the second preference shares, in
consideration for which there shall be repaid to the holders of such
second preference shares, whose names appear on the register of
members as such at the close of business on the day preceding the
effective date of the said reduction of capital, an amount per second
preference share calculated as the aggregate of the capital paid up
on such share together with: (A) a premium being the amount, if any,
of the excess over the capital paid up thereon of the average of the
means of the daily quotations of such share published in the Stock
Exchange Daily Official List during the 6 months immediately
preceding the relevant date the relevant date being the date determined
in accordance with. Article 5(3) of the Articles of Association of
the
Report Date: 12-Aug-05 Page 152 of 188
Company after deducting from the mean oil each day an amount equal
to all unpaid arrears of the fixed dividend thereon whether earned or
declared or not down to the last preceding dividend payment date
referred to in Article 4(1) of the Articles of Association of the
Company; and (B) the fixed dividend thereon down to the date of the
repayment of the capital
S.3 Approve the modification, the addition or the condition subject to Mgmt For *
the Scheme of arrangement dated 19 MAY 2005 between the Company and
the holders of Scheme shares as specified in the Scheme of
arrangement, in its original form or imposed by the High Court the
Scheme, and authorize the Directors of the Company to take all such
action as they consider necessary or appropriate for carrying the
Scheme into effect; for the purpose of giving effect to the Scheme in
its original form or imposed by the High Court, the issued share
capital of the Company be reduced by cancelling and extinguishing
all the Scheme shares; approve the forthwith and the contingent
reduction of the capital set out in this resolution above taking
effect: A) the authorized share capital of the Company shall be
increased by: i) the creation of such number of ordinary shares of
25 pence each as shall be equal to the aggregate number of Scheme
shares cancelled pursuant to this resolution above less one; and
(ii) amend the creation of 1 dividend access share of 25 pence having
the rights attaching to it as set out in the Articles of Association
of the Company in accordance with this resolution the Dividend
Access Share; and B) the Company shall apply the reserve arising as
a result of the cancellation of the Scheme Shares in paying up in
full at par: i) the ordinary shares of 25 pence each created pursuant
to this resolution i) above and such ordinary shares be allotted and
issued, credited as fully paid and free from all liens, charges,
encumbrances, rights of pre-emption or any other third party rights
of any nature whatsoever, to Royal Dutch Shell and/or its
nominee(s); and ii) the dividend access share and such dividend
access share shall be allotted and issued, credited as fully paid and
free from all liens, charges, encumbrances, rights of pre-emption or
any other third party rights of any nature whatsoever, to Hill Samuel
Offshore Trust Company Limited in its capacity, as Trustee of the
dividend access Trust; and authorize the Directors of the Company,
pursuant to and in accordance with Section 80 of the Companies Act,
to allot the ordinary shares of 25 pence each created pursuant to
this resolution above and the Dividend Access Share, provided that:
A) this authority shall be without prejudice to any subsisting
authority conferred on the Directors of the Company under the said
Section 80; B) the maximum number of shares which may be allotted
hereunder is the number of shares created pursuant to Paragraph
3.3(A) above; and C) this authority shall expire at the conclusion
of the next AGM of the Company after the passing of the resolution;
and amend Articles 5 A, 60 A and 168 as new Articles of the Company
Report Date: 12-Aug-05 Page 153 of 188
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 30400 0 26-May-05 26-May-05
Report Date: 12-Aug-05 Page 154 of 188
- --------------------------------------------------------------------------------
STANDARD CHARTERED PLC
- --------------------------------------------------------------------------------
Security G84228157 Meeting Type Annual General Meeting
Ticker Meeting Date 05-May-05
ISIN GB0004082847 Agenda 700662819 - Management
City LONDON Holdings Recon Date 22-Apr-05
Country UNITED KINGDOM Vote Deadline Date 19-Apr-05
SEDOL(s) 0408284, 6558484, 7032039
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Receive the annual report and the accounts for the YE 31 DEC 2004 Mgmt For *
2. Declare a final dividend of 40.44 US cents per ordinary share for the Mgmt For *
YE 31 DEC 2004
3. Approve the Directors' remuneration report for the YE 31 DEC 2004 Mgmt For *
4. Elect Miss V.F. Gooding as a Non-Executive Director by the Board Mgmt For *
during the year
5. Elect Mr. O.H.J. Stocken as a Non-Executive Director by the Board Mgmt For *
during the year
6. Re-elect Sir C. K. Chow as a Non-Executive Director, who retires by Mgmt For *
rotation
7. Re-elect Mr. Ho KwonPing as a Non-Executive Director, who retires by Mgmt For *
rotation
Report Date: 12-Aug-05 Page 155 of 188
8. Re-elect Mr. R.H. Meddings as an Executive Director, who retires by Mgmt For *
rotation
9. Re-elect Mr. K.S. Nargolwala as an Executive Director, who retires by Mgmt For *
rotation
10. Re-elect Mr. H.E Norton as a Non-Executive Director, who retires by Mgmt For *
rotation
11. Re-appoint KPMG Audit PLC as the Auditor to the Company until the end Mgmt For *
of next year's AGM
12. Authorize the Board to set the Auditor's fees Mgmt For *
13. Authorize the Board, as defined in the Companies Act 1985, limited Mgmt For *
to: a) the allotment of relevant securities up to a total nominal
value of USD 129,701,049 being not greater than 20% of the issued
ordinary share capital of the Company as at the date of this
resolution b) the allotment when combined with any allotment made as
specified of relevant securities up to a total nominal value of USD
233,412,206 in connection with: i) an offer of relevant securities
open for a period decided on by the Board: A) to ordinary shareholders
on the register on a particular date excluding any holder holding
shares as treasury shares, in proportion as nearly as may be to their
existing holdings for this purpose both any holder holding shares as
treasury shares and the treasury shares held by him; and B) to people
who are registered on a particular date as holders of other classes
of equity securities excluding any holder holding shares as treasury
shares, if this is required by the rights of those securities or, if
the Board considers it appropriate, as permitted by the rights of
those securities; and so that the Board may impose any limits or
restrictions and make any arrangements which it considers necessary
or appropriate to deal with fractional entitlements, legal,
regulatory or practical problems in, or under the laws of, any
territory or any other matter (ii) a scrip dividend scheme or similar
arrangement implemented in accordance with the Articles of
Association of the Company; and iii) the issue of or shares in
respect of exchangeable securities issued by the Company or any of
its subsidiary undertakings prior to the date of this meeting; c) the
allotment of relevant securities pursuant to the terms of any
existing share scheme of the Company or any of its subsidiary
undertakings adopted prior to the date of
Report Date: 12-Aug-05 Page 156 of 188
this meeting; d) in substitution for the authority to allot
non-cumulative preference shares of GBP 1.00 each catering preference
shares is granted in 2000 the allotment of sterling preference shares
up to a total nominal value of GBP 304,715,000; e) on substitution
for the authority to allot non-cumulative preference shares of USD
5.00 each dollar & preference shares granted in 2001 the allotment of
dollar preference shares up to a total nominal value of USD
1,498,358,060; and f) in substitution for the authority to allot
non-cumulative preference shares of EUR 1.000 each euro preference
shares granted in 2000 the allotment of euro preference shares up to
a total nominal value of EUR 1,000,000,000, such authorities to apply
in the case of a) b) and c) for the period from 05 MAY 2005 until the
earlier of the end of next year's AGM and 04 AUG 2006 and in the case
of d), e) and f) from 05 MAY 2005 to 05 MAY 2010 unless previously
cancelled or varied by the Company in general meeting but, in each
such case, so that the Company may make offers end enter into
agreements during the relevant period which would, or might, require
relevant securities to be allotted after the authority ends and the
Board may allot relevant securities under any such offer or
agreement, as if the authority had not ended
14. Authorize the Board to allot relevant securities up to a total Mgmt For *
nominal value of USD 129,701,049 pursuant to paragraph a) of
Resolution 13 be extended by the addition of such number of ordinary
shares of USD 0.50 each representing the nominal amount of the
Company's share capital repurchased by the Company under the
authority granted pursuant to Resolution 16
S.15 Approve that, if Resolution 13 is passed as an ordinary resolution, Mgmt For *
the Board be given power to allot equity securities as defined in the
Companies Act 1986 for cash under the authority given by that
resolution and/or where the allotment constitutes an allotment of
equity securities by virtue of Section 94(3A) of the Companies Act
1985, free of the restriction in Section 89(1) of the Companies Act
1985, such power to be limited to: a) the allotment of equity
securities in connection with an offer of equity securities open for
a period decided on by the Board: i) to ordinary shareholders on the
register on a particular date excluding any holder holding shares as
treasury shares, in proportion to their existing holdings Ignoring
for this purpose both any holder holding shares as treasury shares
and the treasury shares held by him; and ii) to people who are
registered on a particular date as holders of other classes of equity
securities excluding any holder holding shares as treasury shares, if
this is required by the rights of those securities or; if the Board
considers it appropriate, as permitted by the rights of those
securities, and so that the Board may impose any limits or
restrictions and make any arrangements which it considers necessary
or appropriate to deal fractional entitlements, legal, regulatory or
practical problems in, or under the laws of, any territory or any
other matter; and b) the allotment otherwise than under a) above of
equity securities up to a total nominal value of USD 32,425,262;
Authority expires to apply from
Report Date: 12-Aug-05 Page 157 of 188
05 MAY 2005 until the of the end of next years AGM and 04 AUG 2006
unless previously cancelled or varied by the Company in general
meeting, but during this period the Company may make offers, and
enter into agreements, which would, or might, require equity
securities to be allotted after the power ends and the Board may
allot equity securities under any such offer or agreement as if the
power had not ended
S.16 Authorize the Company, generally and without conditions, to make Mgmt For *
market purchases as defined in the Companies Act 1985 of its ordinary
shares of USD 0.50 each provided that: a) the Company does not
purchase more than 129,701,049 shares under this authority b) the
Company does not pay less for each share than USD 0.50 or the
equivalent in the currency in which the purchase is made, calculated
by reference to a spot exchange rate for the purchase of US dollars
with such other currency as displayed on the appropriate page of the
Reuters screen at or around 11.00 am (London time) on the business
day before the day the Company agrees to buy the shares; and c) the
Company does not pay more for each share than 5% over the average of
the middle market prices of the ordinary shares according to the
Daily Official list of the London Stock Exchange for the five
business days immediately before the date on which the Company to buy
the shares; Authority expires earlier to apply from 05 MAY 2005 until
the the end of next year's AGM and 04 AUG 2006 unless previously
cancelled or varied by the Company general meeting, but during this
period the Company may agree to purchase shares where the purchase
may not be completed (fully or partly) until after the authority ends
and may make a purchase of ordinary shares in accordance with any
such agreement as if the authority had not ended
S.17 Authorize the Company, generally and without conditions, to make Mgmt For *
market purchases as defined in the Companies Act 1985 of up to
328,388 dollar preference shares and up to 195,285,000 starling
preference shares provided that: a) the Company does not pay less for
each share (before expenses) than the nominal value of the share or
the equivalent in the currency in which the purchase is made,
calculated by reference to the spot exchange rate for the purchase of
the currency in which the relevant share is denominated with such
other currency as displayed on the appropriate page of the Reuters
screen at or around 11.00 am (London time) on the business day before
the day the Company agrees to buy the shares; and b) the Company does
not pay more: i) for each sterling preference share than 25% over
the average of the middle market prices of such shares according to
the daily official list of the London Stock Exchange for the ten
business days immediately before the date on which the Company agrees
to buy the shares; and ii) for each dollar preference share before
expenses 25% over the average of the middle market prices of such
shares according to the daily official list of the London Stock
Exchange for the ten business days immediately before the date on
which the Company agrees to buy the shares; Authority expires earlier
to apply from
Report Date: 12-Aug-05 Page 158 of 188
05 MAY 2005 until the end of next year's AGM and 04 AUG 2006 unless
previously cancelled or varied by the Company in general meeting, but
during this period the Company may agree to purchase shares where the
purchase may not be completed (fully or partly) until after the
authority ends and may make a purchase of shares in accordance with
any such agreement as if the authority had not ended
S.18 Approve to adopt the new Articles of Association of the Company Mgmt For *
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 11000 0 18-Mar-05 18-Mar-05
Report Date: 12-Aug-05 Page 159 of 188
- --------------------------------------------------------------------------------
SUZUKI MOTOR CORP
- --------------------------------------------------------------------------------
Security J78529138 Meeting Type Annual General Meeting
Ticker Meeting Date 29-Jun-05
ISIN JP3397200001 Agenda 700732755 - Management
City HAMAMATSU, JAPAN Holdings Recon Date 31-Mar-05
Country JAPAN Vote Deadline Date 16-Jun-05
SEDOL(s) 5930704, 6865504, B02LMQ0
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Approve Appropriation of Profits: Ordinary Mgmt For *
Dividend JY 4, Special Dividend JY 2
2.1 Elect a Director Mgmt For *
2.2 Elect a Director Mgmt For *
2.3 Elect a Director Mgmt For *
2.4 Elect a Director Mgmt For *
2.5 Elect a Director Mgmt For *
2.6 Elect a Director Mgmt For *
2.7 Elect a Director Mgmt For *
Report Date: 12-Aug-05 Page 160 of 188
2.8 Elect a Director Mgmt For *
2.9 Elect a Director Mgmt For *
2.10 Elect a Director Mgmt For *
2.11 Elect a Director Mgmt For *
2.12 Elect a Director Mgmt For *
2.13 Elect a Director Mgmt For *
2.14 Elect a Director Mgmt For *
2.15 Elect a Director Mgmt For *
2.16 Elect a Director Mgmt For *
2.17 Elect a Director Mgmt For *
Report Date: 12-Aug-05 Page 161 of 188
2.18 Elect a Director Mgmt For *
2.19 Elect a Director Mgmt For *
2.20 Elect a Director Mgmt For *
2.21 Elect a Director Mgmt For *
2.22 Elect a Director Mgmt For *
2.23 Elect a Director Mgmt For *
2.24 Elect a Director Mgmt For *
2.25 Elect a Director Mgmt For *
2.26 Elect a Director Mgmt For *
2.27 Elect a Director Mgmt For *
Report Date: 12-Aug-05 Page 162 of 188
2.28 Elect a Director Mgmt For *
2.29 Elect a Director Mgmt For *
2.30 Elect a Director Mgmt For *
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 10500 0 31-May-05 31-May-05
Report Date: 12-Aug-05 Page 163 of 188
- --------------------------------------------------------------------------------
TAKEFUJI CORP
- --------------------------------------------------------------------------------
Security J81335101 Meeting Type Annual General Meeting
Ticker Meeting Date 29-Jun-05
ISIN JP3463200000 Agenda 700761441 - Management
City TOKYO Holdings Recon Date 31-Mar-05
Country JAPAN Vote Deadline Date 17-Jun-05
SEDOL(s) 0141501, 5694635, 6876067, B02LPF0
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Including the Following Dividends: Mgmt For *
Interim JY 50, Final JY 50, Special JY 0
2 Amend Articles to: Expand Business Lines - Reduce Maximum Board Size Mgmt For *
- Clarify Director Authorities
3.1 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
3.4 Elect Director Mgmt For *
3.5 Elect Director Mgmt For *
3.6 Elect Director Mgmt For *
Report Date: 12-Aug-05 Page 164 of 188
3.7 Elect Director Mgmt For *
3.8 Elect Director Mgmt For *
3.9 Elect Director Mgmt For *
3.10 Elect Director Mgmt For *
4.1 Appoint Internal Statutory Auditor Mgmt For *
4.2 Appoint Internal Statutory Auditor Mgmt For *
* Management position unknown
- -----------------------------------------------------------------------------------
Account Number Custodian Ballot Shares Shares On Vote Date Date Confirmed
Loan
- -----------------------------------------------------------------------------------
VV6A 50P 2900 0 18-Jun-05 18-Jun-05
Report Date: 12-Aug-05 Page 165 of 188
- --------------------------------------------------------------------------------
TELEVISION BROADCASTS LTD
- --------------------------------------------------------------------------------
Security Y85830100 Meeting Type Annual General Meeting
Ticker Meeting Date 25-May-05
ISIN HK0511001957 Agenda 700672113 - Management
City KOWLOON Holdings Recon Date 03-May-05
Country HONG KONG Vote Deadline Date 12-May-05
SEDOL(s) 5274190, 6881674, B01Y6R9
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Receive the Company's accounts and the reports of the Directors and Mgmt For *
the Auditors for the YE 31 DEC 2004
2. Approve to sanction a final dividend Mgmt For *
3. Elect the Directors and approve to fix their remuneration Mgmt For *
4. Appoint the Auditors and authorize the Directors to fix their Mgmt For *
remuneration
5.I Authorize the Directors of the Company, in substitution of all Mgmt For *
previous authorities, during or after the relevant period, to allot,
issue and deal with unissued shares in the capital of the Company and
to make or grant offers, agreements, options and other rights, or
issue securities, which might require the exercise of such powers be
generally and unconditionally approved; the aggregate nominal amount
of share capital allotted or agreed conditionally or unconditionally
to be allotted or issued whether pursuant to an option or otherwise
by the Directors of the Company, otherwise than pursuant to i) a
rights Issue; or ii) any scrip dividend or similar arrangement
providing for allotment of shares in lieu of the whole or part of a
dividend on the ordinary shares in the Company such ordinary shares
being defined in this and the following Resolution 5.II, shares in
accordance with the Articles of Association of the Company, shall not
exceed the aggregate of: i) 10% of the aggregate nominal amount of
the share capital of the Company in issue at the date of passing of
this resolution; and ii) if the Directors of the Company are so
authorized by a separate ordinary resolution of the shareholders of
the Company the nominal amount of any share capital of the Company
repurchased by the Company subsequent to the passing of this
resolution up to a maximum equivalent to 10% of the aggregate nominal
amount of the share capital of the Company in issue at the date of
passing of this resolution;
Report Date: 12-Aug-05 Page 166 of 188
Authority expires the earlier of the conclusion of the next AGM of
the Company or the expiry of the period within which the next AGM of
the Company is required by the Articles of Association
5.II Authorize the Directors of the Company, during the relevant period of Mgmt For *
all powers of the Company to purchase shares on The Stock Exchange
of Hong Kong Limited or any other stock exchange on which the shares
may be listed and recognized by the Securities and Futures Commission
and The Stock Exchange of Hong Kong Limited; the aggregate nominal
amount of shares which may be purchased by the Company shall not
exceed 10% of the aggregate nominal amount of the issued share
capital of the Company at the date of passing of this resolution and
the approval as specified shall be limited accordingly; Authority
expires the earlier of the conclusion of the next AGM of the Company
or the expiry of the period within which the next AGM of the Company
is required by the Articles of Association of the Company or any
other applicable law to be held
5.III Authorize the Directors of the Company, referred to in Resolution 5.I Mgmt For *
in respect of the share capital of the Company as specified
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 18000 0 29-Mar-05 29-Mar-05
Report Date: 12-Aug-05 Page 167 of 188
- --------------------------------------------------------------------------------
TELEVISION BROADCASTS LTD
- --------------------------------------------------------------------------------
Security Y85830100 Meeting Type ExtraOrdinary General Meeting
Ticker Meeting Date 25-May-05
ISIN HK0511001957 Agenda 700692228 - Management
City KOWLOON Holdings Recon Date 04-May-05
Country HONG KONG Vote Deadline Date 12-May-05
SEDOL(s) 5274190, 6881674, B01Y6R9
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Approve and ratify the agreements as specified and the transactions Mgmt For *
contemplated there under and the capital amount as specified
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 18000 0 15-Apr-05 15-Apr-05
Report Date: 12-Aug-05 Page 168 of 188
- --------------------------------------------------------------------------------
TELEVISION BROADCASTS LTD
- --------------------------------------------------------------------------------
Security Y85830100 Meeting Type Annual General Meeting
Ticker Meeting Date 25-May-05
ISIN HK0511001957 Agenda 700715800 - Management
City KOWLOON Holdings Recon Date 04-May-05
Country HONG KONG Vote Deadline Date 12-May-05
SEDOL(s) 5274190, 6881674, B01Y6R9
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING # 224043 DUE TO Non-Voting
CHANGE IN THE AGENDA. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
Please note that the shareholders need to fill a Declaration form Non-Voting
for their vote instructions to be accepted. These forms contain 3
Sections. Section A will be filled by the institution. Please find
the scanned documents via the link;
ww3.ics.adp.com/streetlink_data/dirY85830100/sa3D2D.pdf
1. Receive the Company's accounts and the reports of the Directors Mgmt For *
and the Auditors for the YE 31 DEC 2004
2. Approve to sanction a final dividend Mgmt For *
3.a.1 Elect Mr. Chien Lee as a Director Mgmt For *
3.a.2 Elect Mr. Louis Page as a Director Mgmt For *
3.a.3 Elect Dr. Chow Yei Ching as a Director Mgmt For *
Report Date: 12-Aug-05 Page 169 of 188
3.b Fix Directors' remuneration. Mgmt For *
4. Appoint the Auditors and authorize the Directors to fix their Mgmt For *
remuneration
5.I Authorize the Directors of the Company, in substitution of all Mgmt For *
previous authorities, during or after the relevant period, to allot,
issue and deal with unissued shares in the capital of the Company and
to make or grant offers, agreements, options and other rights, or
issue securities, which might require the exercise of such powers be
generally and unconditionally approved; the aggregate nominal amount
of share capital allotted or agreed conditionally or unconditionally
to be allotted or issued whether pursuant to an option or otherwise
by the Directors of the Company, otherwise than pursuant to i) a
rights Issue; or ii) any scrip dividend or similar arrangement
providing for allotment of shares in lieu of the whole or part of a
dividend on the ordinary shares in the Company such ordinary shares
being defined in this and the following Resolution 5.II, shares in
accordance with the Articles of Association of the Company, shall
not exceed the aggregate of: i) 10% of the aggregate nominal amount
of the share capital of the Company in issue at the date of passing
of this resolution; and ii) if the Directors of the Company are so
authorized by a separate ordinary resolution of the shareholders of
the Company the nominal amount of any share capital of the Company
repurchased by the Company subsequent to the passing of this
resolution up to a maximum equivalent to 10% of the aggregate
nominal amount of the share capital of the Company in issue at the
date of passing of this resolution; Authority expires the earlier of
the conclusion of the next AGM of the Company or the expiry of the
period within which the next AGM of the Company is required by the
Articles of Association of the Company or any other applicable law
to be held
5.II Authorize the Directors of the Company, during the relevant period of Mgmt For *
all powers of the Company to purchase shares on The Stock Exchange
of Hong Kong Limited or any other stock exchange on which the shares
may be listed and recognized by the Securities and Futures Commission
and The Stock Exchange of Hong Kong Limited; the aggregate nominal
amount of shares which may be purchased by the Company shall not
exceed 10% of the aggregate nominal amount of the issued share
capital of the Company at the date of passing of this resolution and
the approval as specified shall be limited accordingly; Authority
expires the earlier of the conclusion of the next AGM of
Report Date: 12-Aug-05 Page 170 of 188
the Company or the expiry of the period within which the next AGM of
the Company is required by the Articles of Association of the
Company or any other applicable law to be held
5.III Authorize the Directors of the Company, referred to in Resolution 5.I Mgmt For *
in respect of the share capital of the Company as specified
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 18000 0 07-May-05 07-May-05
Report Date: 12-Aug-05 Page 171 of 188
- --------------------------------------------------------------------------------
THK CO LTD
- --------------------------------------------------------------------------------
Security J83345108 Meeting Type Annual General Meeting
Ticker Meeting Date 18-Jun-05
ISIN JP3539250005 Agenda 700740613 - Management
City TOKYO Holdings Recon Date 31-Mar-05
Country JAPAN Vote Deadline Date 07-Jun-05
SEDOL(s) 5877470, 6869131
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1 Approve Allocation of Income, Including the Following Dividends: Mgmt For *
Interim JY 7.5, Final JY 10.5, Special JY 0
2 Amend Articles to: Authorize Public Announcements in Electronic Mgmt For *
Format
3.1 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
3.4 Elect Director Mgmt For *
3.5 Elect Director Mgmt For *
3.6 Elect Director Mgmt For *
Report Date: 12-Aug-05 Page 172 of 188
3.7 Elect Director Mgmt For *
3.8 Elect Director Mgmt For *
3.9 Elect Director Mgmt For *
3.10 Elect Director Mgmt For *
3.11 Elect Director Mgmt For *
3.12 Elect Director Mgmt For *
3.13 Elect Director Mgmt For *
3.14 Elect Director Mgmt For *
3.15 Elect Director Mgmt For *
3.16 Elect Director Mgmt For *
Report Date: 12-Aug-05 Page 173 of 188
4.1 Appoint Internal Statutory Auditor Mgmt For *
4.2 Appoint Alternate Internal Statutory Auditor Mgmt For *
5 Approve Executive Stock Option Plan Mgmt For *
* Management position unknown
- ---------------------------------------------------------------------------------
Shares
Account Number Custodian Ballot Shares On Loan Vote Date Date Confirmed
- ---------------------------------------------------------------------------------
VV6A 50P 10500 0 08-Jun-05 08-Jun-05
Report Date: 12-Aug-05 Page 174 of 188
- --------------------------------------------------------------------------------
TOTAL SA
- --------------------------------------------------------------------------------
Security F92124100 Meeting Type MIX
Ticker Meeting Date 17-May-05
ISIN FR0000120271 Agenda 700693319 - Management
City PARIS Holdings Recon Date 13-May-05
Country FRANCE Blocking Vote Deadline Date 05-May-05
SEDOL(s) 0214663, 4617462, 4905413, 5180628, 5638279, 5836976, B030QX1
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THE MEETING HELD ON 28 APR 2005 HAS BEEN POSTPONED Non-Voting
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 ID 221443, DUE TO Non-Voting
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 and the general report Mgmt For *
of the Statutory Auditors; approve the financial statements and the
balance sheet for the year 2004
o.2 Approve the consolidated financial statements for the said FY Mgmt For *
o.3 Approve the profits for the FY: EUR 3,443,251,656.00 prior retained Mgmt For *
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
Report Date: 12-Aug-05 Page 175 of 188
o.4 Receive the special report of the Auditors on the agreements governed Mgmt For *
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 the Company's shares on Mgmt For *
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 Desmarais Jr. as a Mgmt For *
Director for a period of 3 years
O.7 Approve to renew the term of office of Mr. Bertrand Jacquillat as a Mgmt For *
Director for a period of 3 years
O.8 Approve to renew the term of office of Mr. Maurice Lippens as a Mgmt For *
Director for a period of 3 years
O.9 Appoint Lord Levene of Portsoken KBE as a Director for a period of 3 Mgmt For *
years
E.10 Authorize the Board of Directors to increase in one or more Mgmt For *
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
Report Date: 12-Aug-05 Page 176 of 188
E.11 Authorize the Board of Directors to increase in one or more Mgmt For *
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 the share capital, in Mgmt For *
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 in one or more Mgmt For *
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 AGREED BY THE BOARD OF Non-Voting
DIRECTORS. THANK YOU.
E.13 PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Authorize the Board Shr Against *
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
Report Date: 12-Aug-05 Page 177 of 188
A Verification Period exists in France. Please see Non-Voting
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
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 1575 0 15-Apr-05 15-Apr-05
Report Date: 12-Aug-05 Page 178 of 188
- --------------------------------------------------------------------------------
UNILEVER NV
- --------------------------------------------------------------------------------
Security N8981F156 Meeting Type Ordinary General Meeting
Ticker Meeting Date 10-May-05
ISIN NL0000009348 Agenda 700673987 - Management
City ROTTERDAM Holdings Recon Date 03-May-05
Country NETHERLANDS Blocking Vote Deadline Date 26-Apr-05
SEDOL(s) 5635333, 5635355, 5640898, 5683020, 5684528, 5686472, 5851009, B018QQ0
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting
PLEASE NOTE THAT BLOCKING CONDITIONS ARE RELAXED. BLOCKING IS LIMITED Non-Voting
TO THE PERIOD BETWEEN THE CUT-OFF DATE SET TO 27 APR 2005 AND ONE
DAY FOLLOWING THE REGISTRATION DATE SET TO 03 MAY 2005. VOTE
INSTRUCTIONS RECEIVED AFTER THE CUT-OFF DATE ARE CONSIDERED LATE.
LATE VOTES ARE PROCESSED ON A BEST EFFORT BASIS. SHARE BLOCKING IS
APPLIED TO LATE VOTES BEGINNING ON RECEIPT DATE OF VOTE INSTRUCTIONS
THROUGH THE DAY FOLLOWING REGISTRATION DATE. SHARES CAN BE TRADED THE
REAFTER. THANK YOU
1. Consideration of the Annual Report for the 2004 financial year Non-Voting
submitted by the Board of Directors and the report of the
Remuneration Committee.
2. Adoption of the Annual Accounts and appropriation of the profit for Mgmt For *
the 2004 financial year.
3. Discharge of the Executive Directors. Mgmt For *
4. Discharge of the Non-Executive Directors. Mgmt For *
Report Date: 12-Aug-05 Page 179 of 188
5. Corporate Governance and alterations to the Articles of Association. Mgmt For *
6.A Appointment of Executive Directors - PJ Cescau Mgmt For *
6.B Appointment of Executive Directors - CJ van der Graaf Mgmt For *
6.C Appointment of Executive Directors - RHP Markham Mgmt For *
6.D Appointment of Executive Directors - RD Kugler Mgmt For *
7.A Appointment of Non-Executive Directors - A Burgmans Mgmt For *
7.B Appointment of Non-Executive Directors - The Rt Hon The Lord Brittan Mgmt For *
of Spenni thorne QC DL
7.C Appointment of Non-Executive Directors - The Rt Hon The Baroness Mgmt For *
Chalker of Wallasey
7.D Appointment of Non-Executive Directors - B Collomb Mgmt For *
7.E Appointment of Non-Executive Directors - Professor W Dik Mgmt For *
Report Date: 12-Aug-05 Page 180 of 188
7.F Appointment of Non-Executive Directors - O Fanjul Mgmt For *
7.G Appointment of Non-Executive Directors - H Kopper Mgmt For *
7.H Appointment of Non-Executive Directors - The Lord Simon of Highbury Mgmt For *
CBE
7.I Appointment of Non-Executive Directors - J van der Veer Mgmt For *
8. Remuneration of Directors. Mgmt For *
9. NLG 0.10 cumulative preference shares; reduction of the issued Mgmt For *
capital by cancellation, in accordance with Articles 99 and 100 of
the Netherlands Civil Code, of the NLG 0.10 cumulative preference
shares.
10. Appointment of Auditors charged with the auditing of the Annual Mgmt For *
Accounts for the 2005 financial year.
11. Designation, in accordance with Articles 96 and 96a of Book 2 of the Mgmt For *
Netherlands Civil Code, of the Board of Directors as the company
body authorized in respect of the issue of shares in the Company.
12. Authorization, in accordance with Article 98 of Book 2 of the Mgmt For *
Netherlands Civil Code, of the Board of Directors to purchase shares
in the Company and depositary receipts therefore.
Report Date: 12-Aug-05 Page 181 of 188
13. Questions. Non-Voting
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 1550 0 31-Mar-05 31-Mar-05
Report Date: 12-Aug-05 Page 182 of 188
- --------------------------------------------------------------------------------
UNILEVER NV
- --------------------------------------------------------------------------------
Security N8981F156 Meeting Type Other Meeting
Ticker Meeting Date 10-May-05
ISIN NL0000009348 Agenda 700672529 - Management
City ROTTERDAM Holdings Recon Date 03-May-05
Country NETHERLANDS Blocking Vote Deadline Date 26-Apr-05
SEDOL(s) 5635333, 5635355, 5640898, 5683020, 5684528, 5686472, 5851009, B018QQ0
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting
PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING AT THIS GENERAL Non-Voting
MEETING ARE RELAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE
REGISTRATION DATE SET ON 03 MAY 2005. SHARES CAN BE TRADED
THEREAFTER. THANK YOU.
1. Opening Non-Voting
2. Approve the designation of the newly established foundation Mgmt For *
'Stichting Administratiekantoor Unilever N.V.' as another trust
office within the meaning of Article 18 Paragraph 1 of the
applicable conditions of administration dated 06 MAY 1999
3. Any other business Non-Voting
4. Closure Non-Voting
* Management position unknown
Report Date: 12-Aug-05 Page 183 of 188
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 1550 0 30-Mar-05 30-Mar-05
Report Date: 12-Aug-05 Page 184 of 188
- --------------------------------------------------------------------------------
UNITED OVERSEAS BK LTD
- --------------------------------------------------------------------------------
Security V96194127 Meeting Type ExtraOrdinary General Meeting
Ticker Meeting Date 24-Jun-05
ISIN SG1M31001969 Agenda 700741451 - Management
City SINGAPORE Holdings Recon Date 21-Jun-05
Country SINGAPORE Vote Deadline Date 15-Jun-05
SEDOL(s) 5812716, 6916781, 6916877, B06P5N6
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Approve that: a) the Company makes a distribution the Distribution of Mgmt For *
between a minimum of 153,744,363 and a maximum of 153,844,563
ordinary shares of par value SGD 1.00 each UOL Shares in the capital
of United Overseas Land Limited UOL held by the Company by way of a
dividend in specie in the proportion of 100 UOL Shares for every
1,000 ordinary shares of par value SGD 1.00 each in the capital of
the Company held by the shareholders of the Company as at 5.00 p.m.
on 30 JUN 2005 the Books Closure Date, fractions of a UOL Share to
be disregarded, free of encumbrances and together with all rights
attaching thereto on and from the Books Closure Date, except that:
i) the UOL Shares which would otherwise be distributed to UOL and
its subsidiaries pursuant to the distribution shall be dealt with in
the manner set out in Paragraph (c) below; and ii) the Directors of
the Company are of the view that the distribution of UOL Shares to
any shareholder of the Company whose registered address as recorded
in the Register of Members of the Company or in the Depository
Register maintained by The Central Depository Pte Limited CDP on the
Books Closure Date is outside Singapore the Relevant Overseas
Shareholder may infringe any relevant foreign Law or necessitate
compliance with conditions or requirements which the Directors of
the Company in their absolute discretion regard as onerous or
impracticable by reason of costs, delay or otherwise, such UOL Shares
shall not be distributed to such Relevant Overseas Shareholder, but
shall be dealt with in the manner set out in Paragraph (d) below; b)
the resultant entitlements to fractions of UOL Shares be aggregated
and sold for the benefit of the Company or otherwise dealt with in
such manner and on such terms and conditions as the Directors of the
Company in their absolute discretion deem fit; c) the UOL Shares
which would otherwise be distributed to UOL or any of its
subsidiaries the UOL Group pursuant to the Distribution be
distributed to such person(s) as the Directors of the Company may
appoint for the purposes of sale of such UOL Shares on such terms and
conditions as the Directors of the Company deem fit, and the proceeds
if any thereof, after deducting all dealing and other expenses in
connection therewith, be paid to the UOL Group in full satisfaction
of their rights to the UOL Shares and the UOL Group shall have no
claim whatsoever including in respect of any such sale or the timing
thereof not for distribution in the United States against the
Company, Credit Suisse First Boston Singapore Limited CSFB and/or CDP
in connection therewith; d) the UOL Shares which would otherwise be
distributed to the Relevant Overseas Share holders pursuant to the
Distribution be distributed to such
Report Date: 12-Aug-05 Page 185 of 188
person(s) as the Directors of the Company may appoint for the
purposes of sale on such terms and conditions as the Directors of
the Company deem fit, and that the aggregate amount of the proceeds
if any thereof, after deducting all dealing and other expenses in
connection therewith, be distributed proportionately to and among
all such Relevant Overseas Shareholders according to their respective
entitlements to UOL Shares as at the Books Closure Date in full
satisfaction of their rights to the UOL Shares, provided that where
the amount of such proceeds to be paid to any particular Relevant
Overseas Shareholder is less than SGD 10.00, such amount shall be
retained for the benefit of the Company or otherwise dealt with in
such manner and on such terms and conditions as the Directors of the
Company deem fit, and no Relevant Overseas Shareholder shall have any
claim whatsoever including in respect of any such sale or the timing
thereof against the Company, CSFB and/or CDP in connection
therewith; e) the Company appropriates an amount equal to the market
value of the UOL Shares determined by reference to the last done
price of UOL Shares on the Books Closure Date or, if that date is a
day on which Singapore Exchange Securities Trading Limited the
SGX-ST is not open for trading of securities or no trades are
executed, on the day immediately preceding the Books Closure Date on
which the SGX-ST is open for trading of securities and trade(s) have
been executed out of the retained profits of the Company to meet the
value of the UOL Shares to be distributed to the shareholders of the
Company; and f) authorize the Directors of the Company and each of
them to complete and to do all such acts and things, decide all
questions and exercise all discretions including approving, modifying
and executing all documents as they may consider necessary or
expedient in connection with the distribution and/or to give effect
to the distribution
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 22000 0 09-Jun-05 09-Jun-05
Report Date: 12-Aug-05 Page 186 of 188
- --------------------------------------------------------------------------------
WPP GROUP PLC
- --------------------------------------------------------------------------------
Security G97974102 Meeting Type Annual General Meeting
Ticker Meeting Date 27-Jun-05
ISIN GB0009740423 Agenda 700740031 - Management
City LONDON Holdings Recon Date 23-Jun-05
Country UNITED KINGDOM Vote Deadline Date 16-Jun-05
SEDOL(s) 0974042, 5474923, B02RBR2
- ------------------------------------------------------------------------------------------------------------------
For/Against
Item Proposal Type Vote Management
- ------------------------------------------------------------------------------------------------------------------
1. Receive and adopt the Company's accounts for the FYE 31 DEC 2004, Mgmt For *
together with the last Directors' report and the last Directors'
remuneration report and the Auditors' report on those accounts and
the audited part of the remuneration report
2. Declare a final dividend for the YE 31 DEC 2004 Mgmt For *
3. Elect Mrs. Lubna Olayan as a Director Mgmt For *
4. Elect Mr. Jeffery Rosen as a Director Mgmt For *
5. Elect Mr. Mark Read as a Director Mgmt For *
6. Re-elect Sir Martin Sorrell as a Director Mgmt For *
7. Re-elect Mr. Stanley Morten as a Director Mgmt For *
8. Re-elect Mr. John Quelch as a Director Mgmt For *
Report Date: 12-Aug-05 Page 187 of 188
9. Re-appoint Deloitte & Touche LLP as the Auditors of the Company to Mgmt For *
hold office from the conclusion of the meeting to the conclusion of
the next meeting at which the accounts are laid and authorize the
Directors to determine their remuneration
10. Authorize the Directors, in accordance with Article 6 of the Mgmt For *
Company's Articles of Association and pursuant to Section 80 of the
Companies Act 1985, to allot relevant securities up to an aggregate
nominal amount of GBP 42,115,797; Authority expires on 27 JUN 2010
s.11 Authorize the Company, in accordance with Article 11 of the Company's Mgmt For *
Articles of Association and the Companies Act 1985, to make market
purchases Section 163(3) of the Companies Act 1985 of up to
126,473,866 ordinary shares of 10 pence each in the Company, at a
minimum price of 10 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 at the conclusion of the AGM of the Company to be held in
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.12 Authorize the Directors, in accordance with Article 7 of the Mgmt For *
Company's Articles of Association, to allot equity securities, for
cash and that for the purpose of Paragraph (1)(b) of the Article 7,
up to an aggregate nominal amount of GBP 6,323,693; Authority
expires 27 JUN 2010
13. Approve the WPP Directors' remuneration report as specified in the Mgmt For *
reports of the Compensation Committee contained in the 2004 report
and the accounts
* Management position unknown
- -----------------------------------------------------------------------------------
Shares On
Account Number Custodian Ballot Shares Loan Vote Date Date Confirmed
- -----------------------------------------------------------------------------------
VV6A 50P 17600 0 08-Jun-05 08-Jun-05
Report Date: 12-Aug-05 Page 188 of 188
The Balanced Fund, Income Fund, and Short-Term Investment Fund were not entitled
to vote on any matter relating to a security considered at any shareholder
meeting held during the period covered by the report.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Registrant Wilshire Variable Insurance Trust
By (Signature and Title)* /s/ Lawrence E. Davanzo
------------------------------------------------------
Lawrence E. Davanzo, President
(Principal Executive Officer)
Date August 30, 2005
*Print the name and title of each signing officer under his or her signature.