UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT
COMPANY
INVESTMENT COMPANY ACT FILE NUMBER: 811-21677
NAME OF REGISTRANT: Cohen & Steers International
Realty Fund, Inc.
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 757 Third Avenue
New York, NY 10017
NAME AND ADDRESS OF AGENT FOR SERVICE: John E. McLean
757 Third Avenue
New York, NY 10017
REGISTRANT'S TELEPHONE NUMBER: 212-832-3232
DATE OF FISCAL YEAR END: 12/31
DATE OF REPORTING PERIOD: 07/01/2004 - 06/30/2005
Cohen & Steers International Realty Fund
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CANADIAN APARTMENT PROPERTIES REIT Agenda Number: 932328912
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Security: 134921105
Meeting Type: Special
Meeting Date: 26-May-2005
Ticker: CDPYF
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 IN RESPECT OF THE ELECTION OF TRUSTEES. Mgmt For For
02 IN RESPECT OF THE RE-APPOINTMENT OF PRICEWATERHOUSECOOPERSMgmt For For
LLP AS THE AUDITOR OF THE TRUST.
03 THE RESOLUTION AUTHORIZING THE AMENDMENTS TO Mgmt For For
THE TRUST S DECLARATION OF TRUST, AS SET FORTH
IN SCHEDULE A OF THE TRUST S MANAGEMENT INFORMATION
CIRCULAR DATED APRIL 26, 2005.
04 THE RESOLUTION GRANTING THE TRUSTEES THE AUTHORITY, Mgmt For For
IF, AND WHEN, THEY CONSIDER IT TO BE DESIRABLE,
TO CONVERT THE TRUST FROM A CLOSED-END TRUST
TO AN OPEN-END TRUST AS SET FORTH IN SCHEDULE
B OF THE TRUST S MANAGEMENT INFORMATION CIRCULAR
DATED APRIL 26, 2005.
05 THE RESOLUTION CONFIRMING AND AMENDING THE UNITHOLDERS Mgmt For For
RIGHTS PLAN, AS SET FORTH IN SCHEDULE C
OF THE TRUST S MANAGEMENT INFORMATION CIRCULAR
DATED APRIL 26, 2005.
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CAPITALAND LTD Agenda Number: 700672074
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Security: Y10923103
Meeting Type: AGM
Meeting Date: 29-Apr-2005
Ticker:
ISIN: SG1J27887962
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and adopt the Directors report and Mgmt No vote
the audited accounts for the YE 31DEC 2004
and the Auditors report thereon
2. Declare a first and final dividend of SGD 0.05 Mgmt No vote
per share and a special dividend of SGD 0.01
per share, less Singapore Income Tax at 20%,
for the YE 31 DEC 2004
3. Approve the sum of SGD 1,003,103 as the Directors Mgmt No vote
fees for the YE 31 DEC 2004; 2003: SGD 971,340
4.i Re-elect Mr. Liew Mun Leong as a Director, who Mgmt No vote
retires by rotation pursuant to Article 95
of the Articles of Association of the Company
4.ii Re-elect Mr. Richard Edward Hale as a Director, Mgmt No vote
who retires by rotation pursuant to Article
95 of the Articles of Association of the Company
4.iii Re-elect Mr. Peter Seah Lim Huat as a Director, Mgmt No vote
who retires by rotation pursuant to Article
95 of the Articles of Association of the Company
5.i Re-appoint Dr. Richard Hu Tsu Tau as a Director, Mgmt No vote
who retires under Section 153(6) of the Companies
Act, Chapter 50, to hold office from the date
of this AGM until the next AGM
5.ii Re-appoint Mr. Hsuan Owyang as a Director, who Mgmt No vote
retires under Section 153(6) of the Companies
Act, Chapter 50, to hold office from the date
of this AGM until the next AGM
5.iii Re-appoint Mr. Lim Chin Beng as a Director, Mgmt No vote
who retires under Section 153(6) of the Companies
Act, Chapter 50, to hold office from the date
of this AGM until the next AGM
6. Re-appoint Messrs KPMG as the Auditors of the Mgmt No vote
Company and authorize the Directors to fix
their remuneration
7. Transact such other ordinary business Other No vote
8.A Authorize the Directors of the Company to: a) Mgmt No vote
(i) issue shares in 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) notwithstanding
the authority conferred by this resolution
may have ceased to be in force 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 specified
, 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 specified ; 2) subject
to such manner of calculation as may be prescribed
by the Singapore Exchange Securities Trading
Limited for the purpose of determining the
aggregate number of shares that may be issued
as specified, 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 Singapore Exchange
Securities Trading Limited for the time being
in force unless such compliance has been waived
by the Singapore Exchange Securities Trading
Limited and the Articles of Association for
the time being of the Company; 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
8.B Authorize the Directors to: a) offer and grant Mgmt No vote
options in accordance with the provisions of
the Capitaland Share Option Plan Share Option
Plan and/or to grant awards in accordance
with the provisions of the Capitaland Performance
Share Plan Performance Share Plan and/or
the Capitaland Restricted Stock Plan Restricted
Stock Plan the Share Option Plan, the Performance
Share Plan and the Restricted Stock Plan, together
the Share Plans ; and b) 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 Share Option
Plan and/or such number of fully paid shares
in the Company as may be required to be issued
pursuant to the vesting of awards under the
Performance Share Plan and/or the Restricted
Stock Plan, provided that the aggregate number
of shares to be issued pursuant to the Share
Plans shall not exceed 15% of the issued share
capital of the Company from time to time
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF RECORD DATE. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
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CHEUNG KONG (HOLDINGS) LTD Agenda Number: 700720306
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Security: Y13213106
Meeting Type: AGM
Meeting Date: 19-May-2005
Ticker:
ISIN: HK0001000014
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 232094 DUE TO A 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 Mgmt For *
the reports of the 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 *
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 Mgmt For *
the Auditors and authorise the Directors to
fix their remuneration
5.1 Authorize the Directors, to issue and dispose Mgmt Against *
the additional shares not exceeding 20% of
the existing issued share capital of the Company
at the date of this resolution until the next
AGM relevant period , such mandate to include
the granting of offers or options including
bonds and debentures convertible into shares
of the Company which might be exercisable
or convertible during or after the relevant
period
5.2 Authorize the Directors, during the relevant Mgmt For *
period as specified of all the powers of
the Company, to repurchase shares of HKD 0.50
each in. the capital of the Company in accordance
with all applicable laws and the requirements
of the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited
or of any other stock exchange as amended from
time to time; the aggregate nominal amount
of shares of the Company to be repurchased
by the Company pursuant to the approval as
specified shall not exceed 10% of the aggregate
nominal amount of the share capital of the
Company in issue at the date of this resolution,
and the said approval shall be limited accordingly;
Authority expires the earlier of the conclusion
of the next AGM of the Company or the expiration
of the period within which the next AGM of
the Company is required by law to be held
5.3 Authorize the Directors to issue and dispose Mgmt For *
of additional shares 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
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CITY DEVELOPMENTS LTD Agenda Number: 700675462
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Security: V23130111
Meeting Type: AGM
Meeting Date: 27-Apr-2005
Ticker:
ISIN: SG1R89002252
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the audited financial statements and Mgmt No vote
the reports of the Directors and the Auditors
for the YE 31 DEC 2004
2. Declare a first and final dividend of 15% less Mgmt No vote
20% income tax per ordinary share of SGD 0.50
each for the YE 31 DEC 2004 as recommended
by the Directors
3. Approve the Directors fees of SGD 220,000 for Mgmt No vote
the YE 31 DEC 2004 and the Audit Committee
fees of SGD 42,500 per quarter for the period
from 01 JUL 2005 to 30 JUN 2006, with the payment
of the Audit Committee fees to be made in arrears
at the end of each calendar quarter
4.a Re-elect Mr. Foo See Juan as a Director, who Mgmt No vote
retires in accordance with the Articles of
Association of the Company
4.b Re-elect Mr. Han Vo-Ta as a Director, who retires Mgmt No vote
in accordance with the Articles of Association
of the Company
5.a Re-appoint Mr. Ong Pang Boon as a Director of Mgmt No vote
the Company to hold office until the next AGM,
in accordance with Section 153(6) of the Companies
Act, Chapter 50
5.b Re-appoint Mr. Chee Keng Soon as a Director Mgmt No vote
of the Company to hold office until the next
AGM, in accordance with Section 153(6) of the
Companies Act, Chapter 50
5.c Re-appoint Mr. Tang See Chim as a Director of Mgmt No vote
the Company to hold office until the next AGM,
in accordance with Section 153(6) of the Companies
Act, Chapter 50
6. Re-appoint Messrs. KPMG as the Auditors and Mgmt No vote
authorize the Directors to fix their remuneration
7. Authorize the Directors to issue ordinary shares Mgmt No vote
whether by way of rights, bonus or otherwise;
and/or to make or grant offers, agreements
or options collectively Instruments that
might or would require ordinary 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 ordinary 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 issue
ordinary shares in pursuance of any instrument
made or granted by the Directors while this
ordinary resolution was in force; provided
that the aggregate number of ordinary shares
to be issued pursuant to this ordinary resolution
including ordinary shares to be issued in
pursuance of Instruments made or granted pursuant
to this ordinary resolution but excluding ordinary
shares which may be issued pursuant to any
adjustments effected under any relevant Instrument
, does not exceed 50% of the issued ordinary
share capital of the Company as specified
, of which the aggregate number of ordinary
shares to be issued other than on a pro-rata
basis to shareholders of the Company including
ordinary shares to be issued in pursuance of
Instruments made or granted pursuant to this
ordinary resolution but excluding ordinary
shares which may be issued pursuant to any
adjustments effected under any relevant instrument
does not exceed 20% of the issued ordinary
share capital of the Company as specified
; 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 ordinary shares that may be issued under
as specified in this ordinary resolution, the
percentage of issued ordinary share capital
shall be based on the issued ordinary share
capital of the Company at the time this ordinary
resolution is passed, after adjusting for:
i) new ordinary shares arising from the conversion
or exercise of any convertible securities;
ii) new ordinary shares arising from the exercise
of share options or vesting of share awards
which are outstanding or subsisting at the
time this ordinary resolution is passed, provided
the options or awards were granted in compliance
with the Listing Manual of the SGX-ST; and
iii) any subsequent consolidation or subdivision
of ordinary shares; and in relation to an instrument,
the number of ordinary shares shall be taken
to be that number as would have been issued
had the rights therein been fully exercised
or effected on the date of the making or granting
of the instrument; e) in exercising the authority
conferred by this ordinary 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 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
8. Authorize the Directors of the Company, for Mgmt No vote
the purposes of Sections 76C and 76E of the
Companies Act, Chapter 50 of Singapore Companies
Act , to purchase or otherwise acquire issued
ordinary shares and/or preference shares not
exceeding in aggregate 10% of the issued ordinary
share capital to any purchase in or acquisition
of preference shares, 10% of the non-redeemable
convertivle non-cumulative preference share
capital of the Company, at such price or prices
as may be determined by the Directors of the
Company from time to time up to 105% of the
average closing price, in case of off-market
purchase 120% of the highest last dealt price,
whether by way of: i) market purchases each
a market purchase on the SGX-ST; and/or ii)
off-market purchases each an off-market purchase
effected otherwise than on the SGX-ST in accordance
with any equal access scheme(s) as may be determined
or formulated by the Directors of the Company
as they may, in their absolute discretion,
deem fit, which schemes shall satisfy all the
conditions prescribed by the Companies Act,
and otherwise in accordance with all other
laws, regulations and rules of the SGX-ST as
may for the time being be applicable Share
Purchase Mandate ; Authority expires the earlier
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
may consider expedient or necessary to give
effect to the transactions contemplated by
this ordinary resolution
9. Authorize the Directors to offer and grant options Mgmt No vote
in accordance with the provisions of the City
Developments Share Option Scheme 2001 the
Scheme and to allot and issue from time to
time such number of ordinary shares in the
capital of the Company as may be required to
be issued pursuant to the exercise of the options
granted under the Scheme provided that the
aggregate number of ordinary shares to be issued
pursuant to the Scheme shall not exceed 8%
of the issued ordinary share capital of the
Company from time to time
10. Authorize the Company and its subsidiaries and Mgmt No vote
associated Companies that are not listed on
the SGX-ST, or an approved exchange, over which
the Company, its subsidiaries and/or its interested
person(s), have control, or any of them, for
the purpose of Chapter 9 of the Listing Manual
of the SGX-ST, to enter into any of the transactions
falling within the category of Interested Person
Transactions, as specified, with any party
who is of the class or classes of Interested
Persons, provided that such transactions are
entered into in accordance with the review
procedures for Interested Person Transactions
as specified; Authority expires at the conclusion
of the next AGM of the Company ; and authorize
the Directors of the Company to complete and
do all such acts and things including executing
all such documents as may be required as they
or he may consider expedient or necessary or
in the interests of the Company to give effect
to the IPT Mandate and/or this resolution
Transact any other business Non-Voting No vote
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COFINIMMO SA, BRUXELLES Agenda Number: 700683522
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Security: B25654136
Meeting Type: EGM
Meeting Date: 29-Apr-2005
Ticker:
ISIN: BE0003593044
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting No vote
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA)
IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE
OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
AT ADP. THANK YOU.
Multiple Benefical Owner Information Note: Non-Voting No vote
Market rules require ADP 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.
1. Receive the annual report 2004 Non-Voting No vote
2. Receive the report of the Supervisor Non-Voting No vote
3. Approve the statutory annual report Mgmt No vote
4. Receive the consolidated annual report 2004 Non-Voting No vote
5. Grant discharge to the Management Mgmt No vote
6. Grant discharge to the Supervisor Mgmt No vote
7. Receive the annual report by the Supervisor Non-Voting No vote
of Belgian Office Properties
8. Approve the annual report of Belgian Office Mgmt No vote
Properties
9. Grant discharge to the Management of Belgian Mgmt No vote
Office Properties
10. Grant discharge to the Supervisor Belgian Office Mgmt No vote
Properties
11. Approve the renewal of Management Mandates and Mgmt No vote
appoint Management
12. Approve the remuneration of the Management Mgmt No vote
13. Approve the renewal of the Mandat of the Supervisor Mgmt No vote
and remuneration
14. Receive the Corporate Governance Non-Voting No vote
15. Various subjects Non-Voting No vote
PLEASE NOTE THAT THIS IS AN ORDINARY GENERAL Non-Voting No vote
MEETING. THANK YOU
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CORIO NV Agenda Number: 700690008
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Security: N2273C104
Meeting Type: AGM
Meeting Date: 27-Apr-2005
Ticker:
ISIN: NL0000288967
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting No vote
AT THIS GENERAL MEETING ARE RELAXED. BLOCKING
PERIOD ENDS ONE DAY AFTER THE REGISTRATION
DATE SET ON 21 APR 2005. SHARES CAN BE TRADED
THEREAFTER. THANK YOU.
1. Opening and announcements Mgmt No vote
2. Approve the report of the Board of Management Mgmt No vote
for the FY 2004
3. Approve to determine the annual accounts 2004 Mgmt No vote
4. Approve the Corporate Governance Mgmt No vote
5. Approve the Dividend and Reserve Policy Mgmt No vote
6. Approve to determine the dividend 2004 Mgmt No vote
7. Grant discharge to the Board of Management Mgmt No vote
8. Grant discharge to the Supervisory Board Mgmt No vote
9. Approve the profile of the Supervisory Board Mgmt No vote
10. Re-appoint the External Accountant Mgmt No vote
11. Any other business Other No vote
12. Closure Non-Voting No vote
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DEUTSCHE EUROSHOP AG, ESCHBORN Agenda Number: 700721081
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Security: D1854M102
Meeting Type: OGM
Meeting Date: 23-Jun-2005
Ticker:
ISIN: DE0007480204
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE BE ADVISED THAT "DEUTSCHE EUROSHOP AG" Non-Voting No vote
SHARES ARE ISSUED IN REGISTERED FORM AND AS
SUCH DO NOT REQUIRE SHARE BLOCKING IN ORDER
TO ENTITLE YOU TO VOTE. THANK YOU.
1. Receive the Company's annual earnings and the Mgmt For *
consolidated earnings as well as the report
of the Supervisory Board for the business year
2004
2. Approve the appropriation of the distributable Mgmt For *
profit of EUR 30,000,000 as follows: payment
of a dividend of EUR 1.92 per share, ex-dividend
and payable date: 24 JUN 2005
3. Grant discharge to the Executive Board Mgmt For *
4. Grant discharge to the Supervisory Board Mgmt For *
5. Approve the remuneration for the Supervisory Mgmt For *
Board as follows: for the 2004 FY, the Chairman
shall receive EUR 30,000, the Deputy Chairman
EUR 22,500, and every other Board Member EUR
15,000
6. Elect BDO Deutsche Warentreuhand AG Wirtschaftspruefungsgesellschaft,Mgmt For *
Hamburg, as the Auditors for the year 2005
PLEASE NOTE THAT THIS AGENDA IS NOW AVAILABLE Non-Voting No vote
IN ENGLISH AND GERMAN.
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DEVELOPMENT SECURITIES PLC Agenda Number: 700687657
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Security: G2740B125
Meeting Type: AGM
Meeting Date: 12-May-2005
Ticker:
ISIN: GB0002668464
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the report of the Directors and the Mgmt No vote
financial statements for the YE 31 DEC 2004
2. Approve the remuneration report as specified Mgmt No vote
3 Re-elect Mr. C.J. Barwick as a Director Mgmt No vote
4. Re-elect Mr. P.V.S. Manduca as a Director Mgmt No vote
5. Declare a final dividend Mgmt No vote
6. Re-appoint Deloitte & Touche LLP as the Auditors Mgmt No vote
and authorize the Directors to determine their
remuneration
S.7 Authorize the Company, in accordance with the Mgmt No vote
Article 42 of its Articles of Association
and Part V of the Companies Act 1985 the Act
, to make market purchases Section 163 of
the Act of up to 5,463,000 ordinary shares,
the minimum price which may be paid for such
shares is the nominal value per share exclusive
of expenses 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 11 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
8. Authorize the Directors, pursuant to and in Mgmt No vote
accordance with Section 80 of the Companies
Act 1985, to allot relevant securities Section
80(2) up to an aggregate nominal amount of
GBP 6,509,466; Authority expires the earlier
of the conclusion of the next AGM of the Company
or 11 AUG 2006 ; 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.9 Authorize the Directors, pursuant to Section Mgmt No vote
95 of the Companies Act 1985, to allot equity
securities Section 94 pursuant to the authority
conferred by Resolution 8, 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
916,682; Authority expires the earlier of
the conclusion of the AGM of the Company in
2006 or 11 AUG 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
10. Approve that the rules of the Development Securities Mgmt No vote
PLC Save As You Earn Option Plan 2005 Option
Plan produced in draft to the meeting and
for the purposes of identification intialled
by the Chairman, the principal features of
which are summarized in the appendix hereto
and authorize the Directors to make such modifications
to the SAYE Plan as they may consider necessary
to take account of the requirements of the
Inland Revenue, UK Listing Authority and best
practice and to adopt the SAYE Plan as so modified
and do acts and things necessary to operate
the SAYE Plan
11. Approve that the rules of the Development Securities Mgmt No vote
PLC Executive Share Option Plan 2005 Option
Plan produced in draft to the meeting and
for the purposes of identification intialled
by the Chairman, the principal features of
which are summarized in the Appendix heretoand
authorize the Directors to make such modifications
to the SAYE Plan as they may consider necessary
to take account of the requirements of the
Inland Revenue, UK Listing Authority and best
practice and to adopt the SAYE Plan as so modified
and do acts and things necessary to operate
the Option Plan
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FOREST CITY ENTERPRISES, INC. Agenda Number: 932342556
- --------------------------------------------------------------------------------------------------------------------------
Security: 345550107
Meeting Type: Annual
Meeting Date: 21-Jun-2005
Ticker: FCEA
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
M.P. ESPOSITO, JR. Mgmt For For
JOAN K. SHAFRAN Mgmt For For
LOUIS STOKES Mgmt For For
STAN ROSS Mgmt For For
02 THE PROPOSED AMENDMENT AND RESTATEMENT OF THE Mgmt For For
1994 STOCK PLAN.
03 THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP Mgmt For For
AS INDEPENDENT AUDITORS FOR THE COMPANY FOR
THE FISCAL YEAR ENDING JANUARY 31, 2006.
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GENERAL PROPERTY TRUST Agenda Number: 700713882
- --------------------------------------------------------------------------------------------------------------------------
Security: Q40060107
Meeting Type: AGM
Meeting Date: 02-Jun-2005
Ticker:
ISIN: AU000000GPT8
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN OGM. THANK YOU Non-Voting No vote
1. Appoint the Australian Diversified Funds Management Mgmt Against *
Limited ACN 107 426 504 as the new responsible
entity of General Property Trust
2. Authorize the Australian Diversified Funds Management Mgmt Against *
Limited ACN 107 426 504 , subject to resolution
1, to take all steps including making the
interest-free loan of up to AUD 300 million
to PT Limited ACN 004 454 666 , the trustee
of GPT Management Company Trust to give effect
to the internalization by establishment as
specified
S.3 Amend, subject to the approval of Resolutions Mgmt For *
1 and 2, the Constitution of General Property
Trust in accordance with the 25th Supplemental
Deed Poll in the form tabled at the meeting
and signed by the Chairman of the meeting,
with effect from the date the amended constitution
is lodged with the Australian Securities and
Investment Commission
S.4 Amend the constitution for accounting purposes Mgmt For *
of the General Property Trust in accordance
with the 26th Supplemental Deed Poll in the
form tabled at the meeting and signed by the
Chairman of the meeting, with effect from the
date the amended constitution is lodged with
Australian Securities and Investment Commission
- --------------------------------------------------------------------------------------------------------------------------
H&R REAL ESTATE INVESTMENT TRUST Agenda Number: 932347873
- --------------------------------------------------------------------------------------------------------------------------
Security: 403925100
Meeting Type: Special
Meeting Date: 24-Jun-2005
Ticker: HRREF
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 IN RESPECT OF THE ELECTION OF TRUSTEES; Mgmt For For
02 IN RESPECT OF THE APPOINTMENT OF AUDITORS OF Mgmt For For
THE TRUST AND THE AUTHORIZATION OF THE TRUSTEES
TO FIX THE REMUNERATION OF THE AUDITORS;
03 IN RESPECT OF THE ORDINARY RESOLUTION AUTHORIZING Mgmt For For
AMENDMENTS TO THE TRUST S 2001 AMENDED AND
RESTATED DECLARATION OF TRUST DATED AS OF MAY
24, 2001 (THE DECLARATION OF TRUST ), AS MORE
FULLY SET FORTH IN THE NOTICE OF MEETING AND
MANAGEMENT INFORMATION CIRCULAR ACCOMPANYING
THIS VOTING INSTRUCTION FORM;
04 IN RESPECT OF THE SPECIAL RESOLUTION AUTHORIZING Mgmt For For
AMENDMENTS TO THE DEFINITIONS OF ADJUSTED
UNITHOLDERS EQUITY AND GROSS BOOK VALUE
IN THE DECLARATION OF TRUST TO RESPOND TO
RECENT MANDATED CHANGES IN ACCOUNTING PRINCIPLES.
- --------------------------------------------------------------------------------------------------------------------------
HAMMERSON PLC Agenda Number: 700669611
- --------------------------------------------------------------------------------------------------------------------------
Security: G4273Q107
Meeting Type: AGM
Meeting Date: 05-May-2005
Ticker:
ISIN: GB0004065016
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and adopt the Directors report and Mgmt No vote
the financial statements for the YE 31 DEC
2004
2. Receive and approve the Directors remuneration Mgmt No vote
report for the YE 31 DEC 2004
3. Declare a final dividend of 12.47 pence per Mgmt No vote
ordinary share, payable in cash
4. Re-elect Mr. R.J.G. Richards as a Director of Mgmt No vote
the Company
5. Re-elect Mr. R.J.O. Barton as a Director of Mgmt No vote
the Company
6. Re-elect Mr. J.C. Clare as a Director of the Mgmt No vote
Company
7. Re-elect Mr. S.R. Melliss as a Director of the Mgmt No vote
Company
8. Re-elect Mr. G.F. Pimlott as a Director of the Mgmt No vote
Company
9. Re-appoint Deloitte & Touche LLP as the Auditors Mgmt No vote
of the Company
10. Authorize the Directors to agree the remuneration Mgmt No vote
of the Auditors
11. Authorize the Directors, in accordance with Mgmt No vote
Section 80 of the Companies Act 1985, to allot
relevant securities Section 80(2) up to an
aggregate nominal amount of GBP 23,298,898;
Authority expires on the date 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.12 Authorize the Directors, pursuant to Section Mgmt No vote
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 3,465,657; Authority
expires upon the expiry of the general authority
conferred by Resolution 11 ; 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, to make market purchases Mgmt No vote
Section 163(3) of the Companies Act 1985
of up to 41,310,636 ordinary shares of 25 pence
each 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 04 NOV 206 ; 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
14. Authorize the Directors to extend the duration Mgmt No vote
of the 1995 Approved Executive Share Option
Scheme and the Unapproved Executive Share Option
Scheme the Scheme for a further period of
10 years and alter the Scheme as specified
15. Approve: a) the Share Incentive Plan the Plan Mgmt No vote
as specified b) and authorize the Director
to such minor modifications or amendments to
the Plan as they may consider necessary and
desirable; c) and authorize the Directors to
establish one or more further Plans or benefits
of overseas employees based on the Plan but
subject to such modifications as the Directors
may consider necessary or desirable take account
of overseas securities laws; exchange controls
and tax legislation; provided any awards made
under such further plans shall count against
the limits on individual participation under
the Plan and any shares issued under any such
further plans shall count against any limits
on the issue of new shares under the plan
S.16 Amend the Articles of Association by replacing Mgmt No vote
GBP 350,000 in line 4 of Article 87 with GBP
750,000 as specified
- --------------------------------------------------------------------------------------------------------------------------
HONGKONG LAND HOLDINGS LTD Agenda Number: 700698600
- --------------------------------------------------------------------------------------------------------------------------
Security: G4587L109
Meeting Type: AGM
Meeting Date: 04-May-2005
Ticker:
ISIN: BMG4587L1090
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the financial statements and the Independent Mgmt No vote
Auditors report for the YE 31 DEC 2004, and
to declare a final dividend
2. Re-elect the Directors Mgmt No vote
3. Re-appoint the Auditors and authorize the Directors Mgmt No vote
to fix their remuneration
4. Authorize the Directors to allot or issue shares Mgmt No vote
and to make and grant offers, agreements and
options which would or might require shares
to be allotted, issued or disposed of during
or after the end of the relevant period, not
exceeding USD 11.4 million, (a), otherwise
than pursuant to a Rights Issue subject to
such exclusions or other arrangements as the
Directors may deem necessary or expedient in
relation to fractional entitlements or legal
or practical problems under the laws of, or
the requirements of any recognized regulatory
body or any stock exchange in, any territory
; 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
5. Authorize the Directors of the Company to purchase Mgmt No vote
its own shares, subject to and in accordance
with all applicable laws and regulations, during
the relevant period the aggregate nominal amount
of shares of the Company which the Company
may purchase pursuant to the approval in paragraph
(a) of this resolution shall be less than 15%
of the aggregate nominal amount of the existing
issued share capital of the Company at the
date of this meeting, and such approval shall
be limited accordingly; and (c) the approval
in paragraph (a) of this Resolution shall,
where permitted by applicable laws and regulations
and subject to the limitation in paragraph
(b) of this Resolution, extend to permit the
purchase of shares of the Company i) by subsidiaries
of the Company and ii) pursuant to the terms
of put warrants or financial instruments having
similar effect Put Warrants whereby the Company
can be required to purchase its own shares,
provided that where Put Warrants are issued
or offered pursuant to a Rights Issue, the
price which the Company may pay for shares
purchased on exercise of Put Warrants shall
not exceed 15% more than the average of the
market quotations for the shares for a period
of not more than 30 nor less than the five
dealing days falling one day prior to the date
of any public announcement by the Company of
the proposed issue of Put Warrants; 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
- --------------------------------------------------------------------------------------------------------------------------
HYSAN DEVELOPMENT CO LTD Agenda Number: 700709035
- --------------------------------------------------------------------------------------------------------------------------
Security: Y38203124
Meeting Type: AGM
Meeting Date: 10-May-2005
Ticker:
ISIN: HK0014000126
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
226060 DUE TO 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. Receive and consider the statement of accounts Mgmt No vote
for the YE 31 DEC 2004 together with the reports
of the Directors and the Auditors thereon
2. Declare a final dividend together with a scrip Mgmt No vote
alternative for the YE 31 DEC 2004
3.1 Elect Mr. Fa-Kuang Hu as a Director Mgmt No vote
3.2 Re-elect Dr. Geoffrey Meou-tsen Yeh as a Director Mgmt No vote
3.3 Re-elect Mrs. Pauline Wah Ling Yu Wong as a Mgmt No vote
Director
3.4 Re-elect Mr. Per Jorgensen as a Director Mgmt No vote
3.5 Re-elect Dr. Deanna Ruth Tak Yung Rudgard as Mgmt No vote
a Director
3.6 Re-elect Mr. Anthony Hsien Pin Lee as a Director Mgmt No vote
4. Approve the annual Directors fees and additional Mgmt No vote
fees payable to the Directors serving on Board
Committees of the Company such revised remuneration
arrangements to take effect from 01 JUL 2005
and payable to Directors on a pro rata basis
for the FYE 31 DEC 2005 and to remain the
same until the Company in general meeting otherwise
determines: Board of Directors: Chairman HKD
140,000; Deputy Chairman HKD 120,000; Director
100,000; Audit Committee: Chairman HKD 60,000;
Member 30,000; Other Committees: Chairman HKD
30,000, Member HKD 20,000
5. Re-appoint Messrs. Deloitte Touche Tohmatsu Mgmt No vote
as the Auditors and authorize the Directors
to fix their remuneration
6. Authorize the Directors to allot, issue and Mgmt No vote
dispose of additional shares in the Company
and to make or grant offers, agreements, options,
warrants or other securities during and after
the relevant period, not exceeding 20% of the
aggregate nominal amount of the share capital
of the Company, otherwise than pursuant to
i) a rights issue; or ii) any share option
scheme or similar arrangement; or iii) any
scrip dividend or similar arrangement pursuant
to the Articles of Association 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 is
to be held by law
7. Authorize the Directors, during the relevant Mgmt No vote
period, to purchase or otherwise acquire shares
of HKD 5.00 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, not exceeding 10% of
the aggregate nominal amount of the 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
8. Approve, conditional upon the passing of Resolutions Mgmt No vote
6 and 7, the aggregate nominal amount of the
shares which are purchased or otherwise acquired
by the Company pursuant to Resolution 7 shall
be added to the aggregate nominal amount of
the shares which may be issued pursuant to
Resolution 6
9. Approve, subject to and conditional upon the Mgmt No vote
Listing Committee of the Stock Exchange of
Hong Kong Limited granting approval of the
listing of and permission to deal in the shares
to be allotted and issued pursuant to the exercise
of options which may be granted under a new
share option scheme of the Company the New
Scheme , as specified, and adopt the rules
of the New Scheme; and authorize the Directors
to administer the New Scheme and to grant options
in accordance with the rules and provisions
of the New Scheme; to issue, allot and deal
with any shares from time to time pursuant
to the exercise of options under and in accordance
with the New Scheme; and to do all such other
acts things as may be necessary or expedient
as they think fit in order to give effect to
the New Scheme from time to time
S.10 Amend the Articles of Association as follows: Mgmt No vote
a) by deleting Article 83 in its entirety and
replacing it with new words; b) by deleting
Article 114 in its entirety and replacing it
with new words
- --------------------------------------------------------------------------------------------------------------------------
IVG IMMOBILIEN AG Agenda Number: 700696048
- --------------------------------------------------------------------------------------------------------------------------
Security: D36953103
Meeting Type: OGM
Meeting Date: 31-May-2005
Ticker:
ISIN: DE0006205701
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the financial statements and annual Mgmt For *
report for the FY 2004 with the report of the
Supervisory Board, the Group financial statements
and Group annual report
2. Approve the appropriation of the distributable Mgmt For *
profit of EUR 40,600,00 as follows: payment
of dividend of EUR 0.35 per no-par share ex-dividend
and payable date 01 JUN 2005
3. Ratify the acts of the Board of Managing Directors Mgmt For *
4. Ratify the acts of the Supervisory Board Mgmt For *
5.1 Elect Mr. Detlef Bierbaum to the Supervisory Mgmt For *
Board
5.2 Elect Dr. Gert Haller to the Supervisory Board Mgmt For *
5.3 Elect Mr. Matthias Graf von Krockow to the Supervisory Mgmt For *
Board
5.4 Elect Mr. Herrn Peter Rieck to the Supervisory Mgmt For *
Board
6. Authorize the Board of Managing Directors, with Mgmt For *
the consent of the Supervisory Board, to increase
the Company's share capital by up to EUR 24,000,000
through the issue of new bearer no-par shares
against payment in cash, on or before 30 MAY
2010 authorized capital I ; shareholders shall
be granted subscription rights except for residual
amount; and amend corresponding Articles of
Association
7. Authorize the Board of Managing Directors, with Mgmt Against *
the consent of the Supervisory Board, to increase
the Company's capital by up to EUR 24,000,000
through the issue of new bearer no-par shares
against payment in cash or kind, on or before
30 MAY 2010 authorized capital III ; shareholders
shall be granted subscription rights except
for residual amounts, for a capital increase
against payment in kind in connection with
mergers and acquisitions; and amend corresponding
Articles of Association
8. Amend the Articles of Association as follows: Mgmt For *
Section 5, regarding: announcements of the
Company being published in the Electronic Federal
Gazette; Section 22(1) 2-deletion; Section
22(3)2-deletion
9. Amend the Articles of Association in respect Mgmt For *
of the Supervisory Board Section 11(1), regarding
the Supervisory Board comprising 9 Members,
Section 16(1), regarding the Supervisory Board
remuneration being adjusted as follows: each
Member of the Supervisory Board shall receive
a fixed annual remuneration of EUR 10,000,
plus a variable remuneration of EUR 1,000 for
every 1% dividend per share in excess of 10%,
the Chairman shall receive twice, the Deputy
Chairman one and a half times, these amounts
and the Members of a Supervisory Board Committee
shall receive an additional EUR 5,000 per Committee
membership , Committee Chairman shall receive
twice, Deputy Committee Chairman one and a
half times, this amount Section 16(2), regarding
Supervisory Board Members receiving an attendance
fee of EUR 1,000 per Supervisory Board and
Committee Meeting Section 16(3), Re. the Company
being authorized to take out D+O insurance
policies for the members of the Supervisory
Board
10. Amend the Articles of Association in respect Mgmt For *
of the right to issue proxy voting instructions
11. Amend the Articles of Association in connection Mgmt For *
with the new German Law on Corporate Integrity
and Modernization of the right to set aside
resolutions of shareholders' meetings, as follows:
Section 18(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 19(1) and (2), regarding shareholders
intending to attend the shareholders' meeting
being obliged to register seven days prior
to the shareholders' meeting and to provide
a proof in German or English of their entitlement
to attend the shareholders' Section 20(3),
regarding the Chairman of the shareholders'
meeting being authorized to limit the time
for questions and answers at shareholders'
meetings
12. Authorize the Company to acquire own shares Mgmt For *
of up to 10% of its share capital, at prices
not deviating more than 10% from the market
price of the shares, on or before 30 NOV 2006
and authorize the Board of Directors to dispose
of the shares in a manner other than the stock
exchange or an offer to all shareholders if
the shares are sold at a price not materially
below the market price of identical shares,
to use the shares in connection with mergers
and acquisitions, and to retire the shares
13. Appoint PWC Deutsche Revision AG, Duesseldorf Mgmt For *
as the Auditors for the FY 2005
COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting No vote
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF
THE APPLICATION. IF YOU WISH TO ACT ON THESE
ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND
AND VOTE YOUR SHARES AT THE COMPANYS MEETING.
- --------------------------------------------------------------------------------------------------------------------------
MAGUIRE PROPERTIES INC. Agenda Number: 932343368
- --------------------------------------------------------------------------------------------------------------------------
Security: 559775101
Meeting Type: Annual
Meeting Date: 07-Jun-2005
Ticker: MPG
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROBERT F. MAGUIRE III Mgmt For For
RICHARD I. GILCHRIST Mgmt For For
LAWRENCE S. KAPLAN Mgmt For For
CAROLINE S. MCBRIDE Mgmt For For
ANDREA L. VAN DE KAMP Mgmt For For
WALTER L. WEISMAN Mgmt For For
02 RATIFICATION OF THE SELECTION OF KPMG LLP AS Mgmt For For
THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDED DECEMBER
31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
RODAMCO EUROPE NV, ROTTERDAM Agenda Number: 700675210
- --------------------------------------------------------------------------------------------------------------------------
Security: N7518K100
Meeting Type: AGM
Meeting Date: 21-Apr-2005
Ticker:
ISIN: NL0000289320
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Opening Non-Voting No vote
2. Approve the report by the Board of Management Mgmt No vote
for the FY 2004
3. Approve the establishment of the annual accounts Mgmt No vote
for the FY 2004
4.a Approve the Company s general reserve and dividend Mgmt No vote
policy
4.b Approve the dividend for the FY 2004 Mgmt No vote
5. Grant discharge to the Management Board Mgmt No vote
6. Grant discharge to the Supervisory Board Mgmt No vote
7. Approve the composition of the Supervisory Board Mgmt No vote
and re-appoint a Member of the Supervisory
Board
8. Announcements and any other business Other No vote
9. Closing Non-Voting No vote
PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting No vote
AT THIS GENERAL MEETING ARE RELAXED. BLOCKING
PERIOD ENDS ONE DAY AFTER THE REGISTRATION
DATE SET ON 14 APR 2005. SHARES CAN BE TRADED
THEREAFTER. THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
SILIC STE IMMOBILIERE DE LOCATION POUR L'INDUSTRIE ET LE COMMERCE Agenda Number: 700687479
- --------------------------------------------------------------------------------------------------------------------------
Security: F88835115
Meeting Type: MIX
Meeting Date: 11-May-2005
Ticker:
ISIN: FR0000050916
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
O.1 Receive the reports of the Board of Directors, Mgmt No vote
the report of the Chairman on internal audit
procedures and the general report of the Statutory
Auditors and the annual financial statements
and the balance sheet for the year 2004; accordingly,
grant permanent discharge to the Directors
and the Statutory Auditors for the performance
of their duties during the said FY
O.2 Receive the reports of the Board of Directors Mgmt No vote
and the Statutory Auditors and consolidated
financial statements for the said FY
O.3 Approve the recommendations of the Board of Mgmt No vote
Directors and, to allocate the distributable
profits amounting to EUR 49,453,339,03 as follows:
after appropriation to the legal reserve account,
the Board of Directors decides to proceed with
a dividend distribution of EUR 3.17 per share,
amounting to EUR 54,737,921.11, which dose
not entitle to tax credit; it will be paid
from 23 MAY 2005 as required by law
O.4 Approve the special report of the Auditors on Mgmt No vote
agreements governed by Articles L 225-38 of
the French Commercial Code, said report and
the agreements referred to therein and notices
that no agreement was concluded during the
FY 2004
O.5 Authorize the Board of Directors to buy back Mgmt No vote
the Company s shares on the open market, as
per the following conditions: maximum purchase
price, EUR 100.00; minimum sale price EUR 50.00;
maximum number of shares that may be acquired;
1,726,748; Authority expires at the end of
18 months ; to take all necessary measures
and accomplish all necessary formalities, the
present delegation cancels and replaces, for
the fraction unused the delegation set forth
in Resolution 10 and given by the CGM of 07
MAY 2004
E.6 Authorize the Board of Directors to reduce the Mgmt No vote
share capital by canceling the shares held
by the Company in connection with a stock repurchase
plan provided that the total number of shares
cancelled in the 24 months does not exceed
10% of the capital; Authority expires at the
end of 18 months
O.E.7 Authorize the Board of Directors to increase Mgmt No vote
the share capital in one or more transactions
in favour of the employees of the Companies
Silic and Socomie who are members of Company
Savings Plan, by way of issuing new shares,
the subscription will be carried out by a Corporate
mutual fund; to cancel shareholders preferential
subscription rights; Authority expires at
the end of 26 months and for an amount, which
shall not exceed EUR 320,000.00 ; to take all
necessary measures and accomplish all necessary
formalities
E.8 Authorize the Board of Directors to grant, in Mgmt No vote
one or more transactions to officers and employees
of the Company, options giving the right to
subscribe for Silic shares to be issued through
a share capital increase, it being provided
that the option shall not give rights to a
total number of shares, which shall exceed
345,350 Authority expires at the end of 26
months ; to take all necessary measures and
accomplish all necessary formalities
E.9 Grant all powers to the bearer of a copy or Mgmt No vote
an extract of he minutes of this meeting in
order to accomplish all formalities filings
and registrations prescribed by law
A Verification Period exists in France. Please Non-Voting No vote
see http://ics.adp.com/marketguide for complete
information. Verification Period: Registered
Shares: 1 to 5 days prior to the meeting date,
depends on company s by-laws. Bearer Shares:
6 days prior to the meeting date. French
Resident Shareowners must complete, sign and
forward the Proxy Card directly to the sub
custodian. Please contact your Client Service
Representative to obtain the necessary card,
account details and directions. The following
applies to Non-Resident Shareowners: Proxy
Cards: ADP will forward voting instructions
to the Global Custodians that have become Registered
Intermediaries, on ADP Vote Deadline Date.
In capacity as Registered Intermediary, the
Global Custodian will sign the Proxy Card and
forward to the local custodian. If you are
unsure whether your Global Custodian acts as
Registered Intermediary, please contact ADP.
Trades/Vote Instructions: Since France
maintains a Verification Period, for vote instructions
submitted that have a trade transacted (sell)
for either the full security position or a
partial amount after the vote instruction has
been submitted to ADP and the Global Custodian
advises ADP of the position change via the
account position collection process, ADP has
a process in effect which will advise the Global
Custodian of the new account position available
for voting. This will ensure that the local
custodian is instructed to amend the vote instruction
and release the shares for settlement of the
sale transaction. This procedure pertains
to sale transactions with a settlement date
prior to Meeting Date + 1
- --------------------------------------------------------------------------------------------------------------------------
SLOUGH ESTATES PLC Agenda Number: 700697521
- --------------------------------------------------------------------------------------------------------------------------
Security: G81821103
Meeting Type: AGM
Meeting Date: 17-May-2005
Ticker:
ISIN: GB0008141045
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the statement of accounts for the YE Mgmt For *
31 DEC 2004 and the reports of the Directors
and the Auditors thereon
2. Declare a final dividend of 9.85 pence per ordinary Mgmt For *
share for the YE 31 DEC 2004 payable on 20
MAY 2005 to holders of ordinary shares registered
at the close of business 22 APR 2005
3. Approve the remuneration report of the Remuneration Mgmt For *
Committee
4. Re-elect Mr. Richard David Kingston as a Director Mgmt For *
5. Re-elect Mr. Stephen Lee Howard as a Director Mgmt For *
6. Re-elect Mr. Marshall Douglas Lees as a Director Mgmt For *
7. Re-elect Mr. Paul David Orchard-Lisle as a Director Mgmt For *
8. Re-elect The Rt Hon Lord MacGregor of Pulham Mgmt For *
Market OBE as a Director
9. Re-appoint PricewaterhouseCoopers LLP as the Mgmt For *
Auditors to hold office until the conclusion
of the next general meeting at which accounts
are laid before the Company
10. Authorize the Directors to fix the remuneration Mgmt For *
of the Auditors
11. Authorize the Company, in accordance with Section Mgmt For *
347C of the Companies Act the 1985 Act , to
make donations to EU political organization
as in Section 347 of the 1985 Act and to incur
EU political expenditure as in Section 347A
of the 1985 Act up to a maximum aggregate amount
of GBP 20,000; Authority expires the earlier
of the conclusion of the 2006 AGM or 16 AUG
2006
S.12 Authorize the Directors conferred by Article Mgmt For *
10(a) of the Company s Articles of Association,
in substitution for any existing authority
Section 80 up to an amount of GBP 5,242,679;
Authority expires the earlier of the conclusion
of the Company s next AGM or 16 AUG 2006
S.13 Authorize the Directors conferred by Article Mgmt For *
10(b) of the Articles of Association of the
Company, in substitution for any existing authority,
subject to the passing of Resolution 12 and
for the purpose of Article 10(b) of the Articles
of Association of the Company, disapplying
the statutory pre-emption rights Section 89
,a) up to an amount of GBP 5,242,679; and b)
for the purpose of part IV of the Companies
Act 1985; Authority expires the earlier of
the conclusion of the next AGM of the Company
or 16 AUG 2006
S.14 Authorize the Company, for the purpose of Section Mgmt For *
166 of the 1985 Act, to make market purchases
Section 163 of the Act of up to 10 % of the
issued ordinary shares of 25p each in the capital
of the Company, at a minimum price of 25p and
up to 105% of the average middle market quotations
for such shares derived from the 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 16 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
- --------------------------------------------------------------------------------------------------------------------------
THE MILLS CORPORATION Agenda Number: 932319482
- --------------------------------------------------------------------------------------------------------------------------
Security: 601148109
Meeting Type: Annual
Meeting Date: 07-Jun-2005
Ticker: MLS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
LAURENCE C. SIEGEL Mgmt For For
FRANZ VON PERFALL Mgmt For For
CRISTINA L. ROSE Mgmt For For
COLOMBE M. NICHOLAS Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST Mgmt For For
& YOUNG LLP AS AUDITORS FOR 2005.
- --------------------------------------------------------------------------------------------------------------------------
UNIBAIL HOLDING Agenda Number: 700670400
- --------------------------------------------------------------------------------------------------------------------------
Security: F95094110
Meeting Type: MIX
Meeting Date: 20-Apr-2005
Ticker:
ISIN: FR0000124711
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A Verification Period exists in France. Please Non-Voting No vote
see http://ics.adp.com/marketguide for complete
information. Verification Period: Registered
Shares: 1 to 5 days prior to the meeting date,
depends on company s by-laws. Bearer Shares:
6 days prior to the meeting date. French
Resident Shareowners must complete, sign and
forward the Proxy Card directly to the sub
custodian. Please contact your Client Service
Representative to obtain the necessary card,
account details and directions. The following
applies to Non-Resident Shareowners: Proxy
Cards: ADP will forward voting instructions
to the Global Custodians that have become Registered
Intermediaries, on ADP Vote Deadline Date.
In capacity as Registered Intermediary, the
Global Custodian will sign the Proxy Card and
forward to the local custodian. If you are
unsure whether your Global Custodian acts as
Registered Intermediary, please contact ADP.
Trades/Vote Instructions: Since France
maintains a Verification Period, for vote instructions
submitted that have a trade transacted (sell)
for either the full security position or a
partial amount after the vote instruction has
been submitted to ADP and the Global Custodian
advises ADP of the position change via the
account position collection process, ADP has
a process in effect which will advise the Global
Custodian of the new account position available
for voting. This will ensure that the local
custodian is instructed to amend the vote instruction
and release the shares for settlement of the
sale transaction. This procedure pertains
to sale transactions with a settlement date
prior to Meeting Date + 1 Please make sure
to incorporate the following comment to all
outgoing French meetings: A Verification Period
exists in France. Please see http://ics.adp.com/marketguide
for complete information. Verification Period:
Registered Shares: 1 to 5 days prior to the
meeting date, depends on Company s by-laws.
Bearer Shares: 6 days prior to the meeting
date. French Resident Shareowners must complete,
sign and forward the Proxy Card directly to
the sub custodian. Please contact your Client
Service Representative to obtain the necessary
card, account details and directions. The
following applies to Non-Resident Shareowners:
Proxy Cards: ADP will forward voting instructions
to the Global Custodians that have become Registered
Intermediaries, on ADP Vote Deadline Date.
In capacity as Registered Intermediary, the
Global Custodian will sign the Proxy Card and
forward to the local custodian. If you are
unsure whether your Global Custodian acts as
Registered Intermediary, please contact ADP.
Trades/Vote Instructions: Since France maintains
a Verification Period, for vote instructions
submitted that have a trade transacted (sell)
for either the full security position or a
partial amount after the vote instruction has
been submitted to ADP and the Global Custodian
advises ADP of the position change via the
account position collection process, ADP has
a process in effect which will advise the Global
Custodian of the new account position available
for voting. This will ensure that the local
custodian is instructed to amend the vote instruction
and release the shares for settlement of the
sale transaction. This procedure pertains to
sale transactions with a settlement date prior
to Meeting Date + 1
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No vote
REACH QUORUM, THERE WILL BE A SECOND CALL ON
28 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE
AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT
YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM
IS MET OR THE MEETING IS CANCELLED. THANK YOU
O.1 Receive the report of the Board of Directors Mgmt No vote
and the general report of the Statutory Auditors
and approve the financial statements and the
balance sheet for the YE 31 DEC 2004
O.2 Receive the report of the Statutory Auditors Mgmt No vote
and approve the consolidated financial statements
for 2004 FY
O.3 Approve the recommendations of the Board of Mgmt No vote
Directors and resolve to appropriate the profits
as follows: profits for the FY: EUR 486,791,043.39;
prior retained earnings: Nil; distributable
profits: EUR 486,791,043.39; global dividend:
EUR 170,101,203.75; the balance of EUR 316,689,839.64
is allocated to the carry forward account;
as 3 interim dividends for an amount of EUR
2.70 were already paid, the shareholders will
receive the balance of EUR 1.05 per share on
15 JUL 2005
O.4 Approve the reserves with the following amounts: Mgmt No vote
legal reserve: EUR 34,743,537.37; special reserve
on long-term capital gains: EUR 42,589,205.65;
the general meeting resolves to: (-) decrease
the legal reserves by EUR 22,680,160.50 so
that it represents 10% of the registered capita;
(-) the surplus of EUR 54,652,582.52 will be
transferred to the special reserve on long-term
capital gains account, thus amounting to EUR
54,652,582.52; as a consequence, a 2.5% tax
in full discharge from debt from the amount
transferred will have to be paid in march 2006
and in march 2007 and will be deducted from
the carry forward account; ordinary reserves
will be subsequently distributed, without any
additional taxes
O.5 Acknowledge the special report of the Auditors Mgmt No vote
on agreements governed by Articles L. 225-38
and Sequence of the French Commercial Code
and approve the agreements referred to therein
O.6 Approve to renew the term of office of Mr. Leon Mgmt No vote
Bressler as the Director up to the general
meeting called to deliberate on 2007 FY
O.7 Approve to renew the term of office of Mr. Jacques Mgmt No vote
Dermagne as the Director up to the general
meeting called to deliberate on 2007 FY
O.8 Ratify the Co-optation of Mr. Jean-Louis Solal Mgmt No vote
as the Director up to the general meeting called
to deliberate on FY 2007 and approve to renew
the term of office of Mr. Roger Papaz as the
Director for the same period
O.9 Appoint Mr. Yves Lyon-Caen as the Director for Mgmt No vote
a period of 3 years
O.10 Approve to renew the term of office of Ernst Mgmt No vote
and Young as the Statutory Auditor for a period
of 6 years
O.11 Appoint BDO Marque and Gendrot as the Statutory Mgmt No vote
Auditor for a period of 6 years
O.12 Appoint Barbier, Frinault ET Autres as the Deputy Mgmt No vote
Auditor for a period of 6 years
O.13 Approve to renew the term of office of Mazars Mgmt No vote
ET Guerard as the Statutory Auditor for a period
of 6 years
O.14 Authorize the Board of Directors to buy back Mgmt No vote
the Company s shares on the open market, as
per the following conditions: maximum purchase
price: EUR 120.00 minimum sale price: EUR 90.00
maximum number of shares that may be acquired:
10% of the number of shares comprising the
share capital; Authority expires at the end
of 18 months ; the present delegation cancels
and replaces the delegation set forth in Resolution
Number 9 and given by the general meeting of
08 APR 2004; authorize the Board of Directors
to take all necessary measures and accomplish
all necessary formalities
E.15 Authorize the Board of Directors to increase Mgmt No vote
the share capital, in one or more transactions
and at its sole discretion, by way of capitalizing
retained earnings, income or premiums, 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
O.16 Authorize the Board of Directors, with reference Mgmt No vote
to delegation given in Resolution Number 14,
to reduce the share capital by cancelling the
shares held by the Company in connection with
a stock repurchase plan, provided that the
total number of shares cancelled in the 24
months does not exceed 10% of the capital;
Authority expires at the end of 18 months
; the present delegation cancels and replaces
the delegation set forth in Resolution Number
10 and given by the general meeting of 08 APR
2004
O.17 Authorize the Board of Directors to increase Mgmt No vote
in one or more transactions, in France or abroad,
the share capital, provided that the total
nominal amount shall not exceed EUR 75,000,000.00
of the share capital, by way of issuing ordinary
shares to be subscribed in cash or any securities
giving access to the share capital, with maintenance
of the Shareholders Subscription Right; Authority
expires at the end of 26 months
O.18 Authorize the Board of Directors to increase Mgmt No vote
in one or more transactions, in France or abroad,
the share capital, provided that it shall not
exceed 25% of the share capital, by way of
issuing ordinary shares to be subscribed in
cash or any securities giving access to the
share capital, with waiver of the shareholders
subscription right; Authority expires at
the end of 26 months
O.19 Authorize the Board of Directors to increase Mgmt No vote
the share capital, within the limit of 10%
of the share capital, with waiver of the Shareholders
Subscription Right, in consideration for the
contributions in kind granted to the Company
in the event of a public exchange offer; Authority
expires at the end of 26 months
O.20 Authorize the Board of Directors to increase Mgmt No vote
the share capital, in one or more transactions,
at its sole discretion, in favor of the Company
s Employees who are Members of a Company Savings
Plan, with waiver of the Shareholders Preferential
Subscription Right, provided that the amount
shall not exceed 1% of the share capital;
Authority expires at the end of 5 years
O.21 Authorize the Board of Directors to proceed Mgmt No vote
with allocations free of charge of Company
s existing ordinary shares or to be issued,
in favor of the Company s employees and the
Managers, provided that they shall not represent
more than 1% of the share capital; Authority
expires at the end of 38 months
O.22 Grant all powers to the bearer of a copy or Mgmt No vote
an extract of the minutes of this meeting in
order to accomplish all formalities, filings
and registrations prescribed by law
- --------------------------------------------------------------------------------------------------------------------------
WESTFIELD GROUP Agenda Number: 700697494
- --------------------------------------------------------------------------------------------------------------------------
Security: Q97062105
Meeting Type: AGM
Meeting Date: 12-May-2005
Ticker:
ISIN: AU000000WDC7
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the Company s financial statements and Non-Voting No vote
the reports for the shortened FYE 31 DEC 2004
2. Approve the Company s remuneration report for Mgmt For *
the shortened FYE 31 DEC 2004
3. Re-elect Mr. Frederick G. Hilmer AO as a Director Mgmt For *
of the Company, who retires by rotation in
accordance with the Company s Constitution
4. Re-elect Mr. Dean R. Wills AO as a Director Mgmt For *
of the Company, who retires by rotation in
accordance with the Company s Constitution
5. Re-elect Mr. David H. Lowy AM as a Director Mgmt For *
of the Company, who retires by rotation in
accordance with the Company s Constitution
6. Re-elect Mr. Frank P. Lowy AC as a Director Mgmt For *
of the Company, who retires by rotation in
accordance with the Company s Constitution
S.7 Amend the Constitution of Westfield America Mgmt For *
Trust in accordance with the provisions of
the Supplemental Deed Poll - Westfield America
Trust Supplemental Deed Poll as specified
and authorize the Westfield America Management
Limited to execute the Supplemental Deed Poll
and lodge it with the Australian Securities
and Investments Commission
S.8 Amend the Constitution of Westfield Trust in Mgmt For *
accordance with the provisions of the Supplemental
Deed Poll - Westfield Trust Supplemental Deed
Poll as specified and authorize the Westfield
Management Limited to execute the Supplemental
Deed Poll and lodge it with the Australian
Securities and Investments Commission
An * in the For/Against management field indicates management position unknown
since information regarding non-U.S. issuers is not readily available.
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) Cohen & Steers International Realty Fund, Inc.
By (Signature) /s/ John E. McLean
Name John E. McLean
Title Assistant Secretary
Date 08/17/2005