UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PXA
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT
COMPANY
INVESTMENT COMPANY ACT FILE NUMBER: 811-03752
NAME OF REGISTRANT: The Managers Funds
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 800 Connecticut Avenue
Norwalk, CT 06854
NAME AND ADDRESS OF AGENT FOR SERVICE: Ropes & Gray LLP
One International Place
Boston, MA 02110
REGISTRANT'S TELEPHONE NUMBER: 203-299-3500
DATE OF FISCAL YEAR END: 12/31
DATE OF REPORTING PERIOD: 07/01/2004 - 06/30/2005
Managers Bond Fund
- --------------------------------------------------------------------------------------------------------------------------
MUTUAL FUND TRUST Agenda Number: 932242097
- --------------------------------------------------------------------------------------------------------------------------
Security: 62826N770
Meeting Type: Special
Meeting Date: 03-Feb-2005
Ticker: JINXX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM J. ARMSTRONG Mgmt Withheld Against
ROLAND E. EPPLEY, JR. Mgmt Withheld Against
JOHN F. FINN Mgmt Withheld Against
DR. MATTHEW GOLDSTEIN Mgmt Withheld Against
ROBERT J. HIGGINS Mgmt Withheld Against
PETER C. MARSHALL Mgmt Withheld Against
MARILYN MCCOY Mgmt Withheld Against
WILLIAM G. MORTON, JR. Mgmt Withheld Against
ROBERT A. ODEN, JR. Mgmt Withheld Against
FERGUS REID, III Mgmt Withheld Against
FREDERICK W. RUEBECK Mgmt Withheld Against
JAMES J. SCHONBACHLER Mgmt Withheld Against
LEONARD M. SPALDING, JR Mgmt Withheld Against
02 TO APPROVE AGREEMENTS AND PLANS OF REORGANIZATION Mgmt For For
PURSUANT TO WHICH EACH SERIES OF EACH JPMORGAN
FUND OTHER THAN THE JPMMFS FUNDS WOULD BE REORGANIZED
AS CORRESPONDING SERIES OF JPMMFS.
04 TO APPROVE THE AMENDMENT OF THE FUNDAMENTAL Mgmt For For
INVESTMENT RESTRICTION OF THE FUNDS REGARDING
BORROWING MONEY. RESTRICTION OF THE FUNDS REGARDING
Managers Cap App Fund
- --------------------------------------------------------------------------------------------------------------------------
3M COMPANY Agenda Number: 932286873
- --------------------------------------------------------------------------------------------------------------------------
Security: 88579Y101
Meeting Type: Annual
Meeting Date: 10-May-2005
Ticker: MMM
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
VANCE D. COFFMAN Mgmt For For
ROZANNE L. RIDGWAY Mgmt For For
LOUIS W. SULLIVAN Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
AS 3M S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
03 APPROVAL OF THE 2005 MANAGEMENT STOCK OWNERSHIP Mgmt For For
PROGRAM
04 STOCKHOLDER PROPOSAL RELATING TO ANIMAL TESTING Shr Against For
05 STOCKHOLDER PROPOSAL RELATING TO OPERATIONS Shr Against For
IN CHINA
- --------------------------------------------------------------------------------------------------------------------------
AMERICAN EXPRESS COMPANY Agenda Number: 932273484
- --------------------------------------------------------------------------------------------------------------------------
Security: 025816109
Meeting Type: Annual
Meeting Date: 27-Apr-2005
Ticker: AXP
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
D.F. AKERSON Mgmt For For
C. BARSHEFSKY Mgmt For For
W.G. BOWEN Mgmt For For
U.M. BURNS Mgmt For For
K.I. CHENAULT Mgmt For For
P.R. DOLAN Mgmt For For
V.E. JORDAN, JR. Mgmt Withheld Against
J. LESCHLY Mgmt For For
R.A. MCGINN Mgmt For For
E.D. MILLER Mgmt For For
F.P. POPOFF Mgmt For For
R.D. WALTER Mgmt For For
02 PROPOSAL TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERSMgmt For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.
03 SHAREHOLDER PROPOSAL RELATING TO STOCK OPTIONS. Shr Against For
04 SHAREHOLDER PROPOSAL REQUESTING A SEPARATE ANNUAL Shr Against For
REPORT DESCRIBING THE COMPANY S POLITICAL CONTRIBUTIONS.
- --------------------------------------------------------------------------------------------------------------------------
AMGEN INC. Agenda Number: 932287990
- --------------------------------------------------------------------------------------------------------------------------
Security: 031162100
Meeting Type: Annual
Meeting Date: 11-May-2005
Ticker: AMGN
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DR. DAVID BALTIMORE Mgmt For For
MS. JUDITH C. PELHAM Mgmt For For
MR. KEVIN W. SHARER Mgmt For For
02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Mgmt For For
AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31,
2005.
03A STOCKHOLDER PROPOSAL #1 (IN VITRO TESTING) Shr Against For
03B STOCKHOLDER PROPOSAL #2 (EXECUTIVE COMPENSATION) Shr Against For
03C STOCKHOLDER PROPOSAL #3 (STOCK RETENTION) Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
APPLIED MATERIALS, INC. Agenda Number: 932263623
- --------------------------------------------------------------------------------------------------------------------------
Security: 038222105
Meeting Type: Annual
Meeting Date: 23-Mar-2005
Ticker: AMAT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MICHAEL H. ARMACOST Mgmt For For
DEBORAH A. COLEMAN Mgmt For For
HERBERT M. DWIGHT, JR. Mgmt For For
PHILIP V. GERDINE Mgmt For For
PAUL R. LOW Mgmt For For
DAN MAYDAN Mgmt For For
STEVEN L. MILLER Mgmt For For
JAMES C. MORGAN Mgmt For For
GERHARD H. PARKER Mgmt For For
WILLEM P. ROELANDTS Mgmt For For
MICHAEL R. SPLINTER Mgmt For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS APPLIED Mgmt For For
MATERIALS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR 2005.
- --------------------------------------------------------------------------------------------------------------------------
AUTODESK, INC. Agenda Number: 932350604
- --------------------------------------------------------------------------------------------------------------------------
Security: 052769106
Meeting Type: Annual
Meeting Date: 23-Jun-2005
Ticker: ADSK
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CAROL A. BARTZ Mgmt For For
MARK A. BERTELSEN Mgmt For For
CRAWFORD W. BEVERIDGE Mgmt For For
J. HALLAM DAWSON Mgmt For For
MICHAEL J. FISTER Mgmt For For
PER-KRISTIAN HALVORSEN Mgmt For For
STEVEN L. SCHEID Mgmt For For
MARY ALICE TAYLOR Mgmt For For
LARRY W. WANGBERG Mgmt For For
02 PROPOSAL TO APPROVE AUTODESK S 2006 STOCK PLAN Mgmt Against Against
AND THE RESERVATION OF 25,000,000 SHARES OF
AUTODESK S COMMON STOCK FOR ISSUANCE THEREUNDER.
03 PROPOSAL TO APPROVE AUTODESK S AMENDED AND RESTATED Mgmt For For
CERTIFICATE OF INCORPORATION, INCREASING THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
FROM 400 MILLION SHARES TO 750 MILLION SHARES.
04 PROPOSAL TO APPROVE AUTODESK S EXECUTIVE INCENTIVE Mgmt For For
PLAN.
05 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST Mgmt For For
& YOUNG LLP AS AUTODESK S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING JANUARY 31, 2006.
- --------------------------------------------------------------------------------------------------------------------------
AVAYA INC. Agenda Number: 932249623
- --------------------------------------------------------------------------------------------------------------------------
Security: 053499109
Meeting Type: Annual
Meeting Date: 15-Feb-2005
Ticker: AV
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
PHILIP A. ODEEN Mgmt For For
HELLENE S. RUNTAGH Mgmt For For
PAULA STERN Mgmt For For
RICHARD F. WALLMAN Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
BED BATH & BEYOND INC. Agenda Number: 932182354
- --------------------------------------------------------------------------------------------------------------------------
Security: 075896100
Meeting Type: Annual
Meeting Date: 01-Jul-2004
Ticker: BBBY
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WARREN EISENBERG-3YR Mgmt For For
VICTORIA A MORRISON-3YR Mgmt For For
STANLEY BARSHAY-3YR Mgmt For For
FRAN STOLLER-2YR Mgmt For For
JORDAN HELLER-1YR Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF KPMG LLP. Mgmt For For
03 RATIFICATION OF THE ADOPTION OF THE 2004 INCENTIVE Mgmt For For
COMPENSATION PLAN.
04 SHAREHOLDER PROPOSAL; GLASS CEILING REPORT. Shr Split 35% For 65% Against Split
05 SHAREHOLDER PROPOSAL; EXECUTIVE STOCK HOLDINGS. Shr For Against
- --------------------------------------------------------------------------------------------------------------------------
BED BATH & BEYOND INC. Agenda Number: 932354981
- --------------------------------------------------------------------------------------------------------------------------
Security: 075896100
Meeting Type: Annual
Meeting Date: 30-Jun-2005
Ticker: BBBY
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
LEONARD FEINSTEIN Mgmt For For
ROBERT KAPLAN Mgmt For For
DEAN S. ADLER Mgmt For For
JORDAN HELLER Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF KPMG LLP Mgmt For For
03 SHAREHOLDER PROPOSAL; FOREIGN WORKPLACE MONITORING Shr For Against
04 SHAREHOLDER PROPOSAL; EXECUTIVE STOCK HOLDINGS Shr For Against
05 SHAREHOLDER PROPOSAL; BOARD STRUCTURE Shr For Against
- --------------------------------------------------------------------------------------------------------------------------
BJ SERVICES COMPANY Agenda Number: 932261085
- --------------------------------------------------------------------------------------------------------------------------
Security: 055482103
Meeting Type: Annual
Meeting Date: 24-Mar-2005
Ticker: BJS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
L. WILLIAM HEILIGBRODT Mgmt For For
JAMES L. PAYNE Mgmt For For
J.W. STEWART Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
BRUNSWICK CORPORATION Agenda Number: 932277103
- --------------------------------------------------------------------------------------------------------------------------
Security: 117043109
Meeting Type: Annual
Meeting Date: 04-May-2005
Ticker: BC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GEORGE W. BUCKLEY Mgmt For For
PETER HARF Mgmt For For
RALPH C. STAYER Mgmt For For
02 RATIFICATION OF THE AUDIT COMMITTEE S SELECTION Mgmt For For
OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
- --------------------------------------------------------------------------------------------------------------------------
CAREMARK RX, INC. Agenda Number: 932305419
- --------------------------------------------------------------------------------------------------------------------------
Security: 141705103
Meeting Type: Annual
Meeting Date: 11-May-2005
Ticker: CMX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
EDWIN M. CRAWFORD Mgmt For For
KRISTEN GIBNEY WILLIAMS Mgmt For For
EDWARD L. HARDIN, JR. Mgmt For For
02 STOCKHOLDER PROPOSAL- POLITICAL CONTRIBUTIONS Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
CARNIVAL CORPORATION Agenda Number: 932266201
- --------------------------------------------------------------------------------------------------------------------------
Security: 143658300
Meeting Type: Annual
Meeting Date: 13-Apr-2005
Ticker: CCL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MICKY ARISON Mgmt For For
AMB RICHARD G. CAPEN JR Mgmt For For
ROBERT H. DICKINSON Mgmt For For
ARNOLD W. DONALD Mgmt For For
PIER LUIGI FOSCHI Mgmt For For
HOWARD S. FRANK Mgmt For For
RICHARD J. GLASIER Mgmt For For
BARONESS HOGG Mgmt For For
A. KIRK LANTERMAN Mgmt For For
MODESTO A. MAIDIQUE Mgmt For For
JOHN P. MCNULTY Mgmt For For
SIR JOHN PARKER Mgmt For For
PETER G. RATCLIFFE Mgmt For For
STUART SUBOTNICK Mgmt For For
UZI ZUCKER Mgmt For For
02 TO APPROVE THE AMENDED AND RESTATED CARNIVAL Mgmt For For
CORPORATION 2001 OUTSIDE DIRECTOR STOCK PLAN.
03 TO APPROVE THE CARNIVAL PLC 2005 EMPLOYEE SHARE Mgmt For For
PLAN.
04 TO APPROVE THE CARNIVAL PLC 2005 EMPLOYEE STOCK Mgmt For For
PURCHASE PLAN.
05 TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP AS Mgmt For For
INDEPENDENT AUDITORS FOR CARNIVAL PLC AND TO
RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS
LLP AS INDEPENDENT REGISTERED CERTIFIED PUBLIC
ACCOUNTANTS FOR CARNIVAL CORPORATION.
06 TO AUTHORIZE THE AUDIT COMMITTEE OF CARNIVAL Mgmt For For
PLC TO AGREE THE REMUNERATION OF THE INDEPENDENT
AUDITORS.
07 TO RECEIVE THE ACCOUNTS AND REPORTS FOR CARNIVAL Mgmt For For
PLC FOR THE FINANCIAL YEAR ENDED NOVEMBER 30,
2004.
08 TO APPROVE THE DIRECTORS REMUNERATION REPORT Mgmt For For
OF CARNIVAL PLC.
09 TO APPROVE LIMITS ON THE AUTHORITY TO ALLOT Mgmt For For
SHARES BY CARNIVAL PLC.
10 TO APPROVE THE DISAPPLICATION OF PRE-EMPTION Mgmt For For
RIGHTS FOR CARNIVAL PLC.
11 TO APPROVE A GENERAL AUTHORITY FOR CARNIVAL Mgmt For For
PLC TO BUY BACK CARNIVAL PLC ORDINARY SHARES
IN THE OPEN MARKET.
- --------------------------------------------------------------------------------------------------------------------------
CATERPILLAR INC. Agenda Number: 932269512
- --------------------------------------------------------------------------------------------------------------------------
Security: 149123101
Meeting Type: Annual
Meeting Date: 13-Apr-2005
Ticker: CAT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
W. FRANK BLOUNT Mgmt For For
JOHN R. BRAZIL Mgmt For For
EUGENE V. FIFE Mgmt For For
GAIL D. FOSLER Mgmt For For
PETER A. MAGOWAN Mgmt For For
02 RATIFY AUDITORS Mgmt For For
03 STOCKHOLDER PROPOSAL - RIGHTS PLAN Shr For Against
04 STOCKHOLDER PROPOSAL - CODE OF CONDUCT Shr Against For
05 STOCKHOLDER PROPOSAL - GLOBAL PANDEMICS Shr Against For
06 STOCKHOLDER PROPOSAL - DIRECTOR ELECTION Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
CINTAS CORPORATION Agenda Number: 932220370
- --------------------------------------------------------------------------------------------------------------------------
Security: 172908105
Meeting Type: Annual
Meeting Date: 19-Oct-2004
Ticker: CTAS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RICHARD T. FARMER Mgmt For For
ROBERT J. KOHLHEPP Mgmt For For
SCOTT D. FARMER Mgmt For For
PAUL R. CARTER Mgmt For For
GERALD V. DIRVIN Mgmt For For
ROBERT J. HERBOLD Mgmt For For
JOYCE HERGENHAN Mgmt For For
ROGER L. HOWE Mgmt For For
DAVID C. PHILLIPS Mgmt For For
02 RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL
2005.
03 PROPOSAL TO ADOPT A POLICY OF EXPENSING THE Shr Against For
COST OF STOCK OPTIONS IN CINTAS INCOME STATEMENT.
04 PROPOSAL TO ISSUE A REPORT ON CINTAS CODE OF Shr For For
CONDUCT FOR VENDORS.
- --------------------------------------------------------------------------------------------------------------------------
CISCO SYSTEMS, INC. Agenda Number: 932215874
- --------------------------------------------------------------------------------------------------------------------------
Security: 17275R102
Meeting Type: Annual
Meeting Date: 18-Nov-2004
Ticker: CSCO
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CAROL A. BARTZ Mgmt Split 73% For0% Withheld Split
M. MICHELE BURNS Mgmt Split 73% For0% Withheld Split
LARRY R. CARTER Mgmt Split 73% For0% Withheld Split
JOHN T. CHAMBERS Mgmt Split 73% For0% Withheld Split
DR. JAMES F. GIBBONS Mgmt Split 73% For0% Withheld Split
DR. JOHN L. HENNESSY Mgmt Split 73% For0% Withheld Split
RODERICK C. MCGEARY Mgmt Split 73% For0% Withheld Split
JAMES C. MORGAN Mgmt Split 73% For0% Withheld Split
JOHN P. MORGRIDGE Mgmt Split 73% For0% Withheld Split
DONALD T. VALENTINE Mgmt Split 73% For0% Withheld Split
STEVEN M. WEST Mgmt Split 73% For0% Withheld Split
JERRY YANG Mgmt Split 73% For0% Withheld Split
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt Split 73% For Split
LLP AS CISCO S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
JULY 30, 2005.
03 PROPOSAL SUBMITTED BY SHAREHOLDERS REQUESTING Shr Split 73% Against Split
THAT THE BOARD S COMPENSATION COMMITTEE INITIATE
A REVIEW OF CISCO S EXECUTIVE COMPENSATION
POLICIES AND MAKE AVAILABLE, UPON REQUEST,
A REPORT OF THAT REVIEW BY JANUARY 1, 2005,
AS MORE FULLY SET FORTH IN THE ACCOMPANYING
PROXY STATEMENT.
- --------------------------------------------------------------------------------------------------------------------------
CITIGROUP INC. Agenda Number: 932272608
- --------------------------------------------------------------------------------------------------------------------------
Security: 172967101
Meeting Type: Annual
Meeting Date: 19-Apr-2005
Ticker: C
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
C. MICHAEL ARMSTRONG Mgmt For For
ALAIN J.P. BELDA Mgmt For For
GEORGE DAVID Mgmt For For
KENNETH T. DERR Mgmt For For
JOHN M. DEUTCH Mgmt For For
R. HERNANDEZ RAMIREZ Mgmt For For
ANN DIBBLE JORDAN Mgmt For For
KLAUS KLEINFELD Mgmt For For
DUDLEY C. MECUM Mgmt For For
ANNE MULCAHY Mgmt For For
RICHARD D. PARSONS Mgmt For For
CHARLES PRINCE Mgmt For For
JUDITH RODIN Mgmt For For
ROBERT E. RUBIN Mgmt For For
FRANKLIN A. THOMAS Mgmt For For
SANFORD I. WEILL Mgmt For For
ROBERT B. WILLUMSTAD Mgmt For For
02 PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP Mgmt For For
AS CITIGROUP S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2005.
03 PROPOSAL TO APPROVE THE AMENDED AND RESTATED Mgmt For For
CITIGROUP 1999 STOCK INCENTIVE PLAN.
04 STOCKHOLDER PROPOSAL REQUESTING A CURB ON EXECUTIVE Shr Against For
COMPENSATION, NO FUTURE STOCK OPTION GRANTS
AND NO RENEWALS OR EXTENSIONS OF OPTION PLANS.
05 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
POLITICAL CONTRIBUTIONS.
06 STOCKHOLDER PROPOSAL REQUESTING THAT THE CHAIRMAN Shr For Against
OF THE BOARD HAVE NO MANAGEMENT DUTIES, TITLES
OR RESPONSIBILITIES.
07 STOCKHOLDER PROPOSAL REQUESTING THAT CEO COMPENSATION Shr Against For
BE LIMITED TO NO MORE THAN 100 TIMES THE AVERAGE
COMPENSATION PAID TO THE COMPANY S NON-MANAGERIAL
WORKERS UNLESS PRIOR STOCKHOLDER APPROVAL IS
GRANTED.
08 STOCKHOLDER PROPOSAL REQUESTING ELECTION OF Shr For Against
DIRECTOR NOMINEES BY A MAJORITY OF VOTES CAST.
09 STOCKHOLDER PROPOSAL REQUESTING A BY-LAW AMENDMENT Shr Against For
PROHIBITING THE PAYMENT OF NON-DEDUCTIBLE COMPENSATION
TO ANY OFFICER UNLESS PRIOR STOCKHOLDER APPROVAL
IS GRANTED.
10 STOCKHOLDER PROPOSAL REQUESTING THAT A SIMPLE Shr For Against
MAJORITY VOTE APPLY ON EACH ISSUE THAT CAN
BE SUBJECT TO A SHAREHOLDER VOTE.
- --------------------------------------------------------------------------------------------------------------------------
COACH, INC. Agenda Number: 932226473
- --------------------------------------------------------------------------------------------------------------------------
Security: 189754104
Meeting Type: Annual
Meeting Date: 03-Nov-2004
Ticker: COH
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOSEPH ELLIS Mgmt For For
LEW FRANKFORT Mgmt For For
SALLY FRAME KASAKS Mgmt For For
GARY LOVEMAN Mgmt For For
IRENE MILLER Mgmt For For
KEITH MONDA Mgmt For For
MICHAEL MURPHY Mgmt For For
02 ADOPTION OF THE COACH, INC. 2004 STOCK INCENTIVE Mgmt For For
PLAN
- --------------------------------------------------------------------------------------------------------------------------
CUMMINS INC. Agenda Number: 932316789
- --------------------------------------------------------------------------------------------------------------------------
Security: 231021106
Meeting Type: Annual
Meeting Date: 10-May-2005
Ticker: CMI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROBERT J. DARNALL Mgmt For For
JOHN M. DEUTCH Mgmt For For
ALEXIS M. HERMAN Mgmt For For
WILLIAM I. MILLER Mgmt For For
GEORGIA R. NELSON Mgmt For For
THEODORE M. SOLSO Mgmt For For
CARL WARE Mgmt For For
J. LAWRENCE WILSON Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERSMgmt For For
LLP AS AUDITORS FOR THE YEAR 2005.
03 PROPOSAL REGARDING BUSINESS PRACTICES IN THE Shr Against For
PEOPLE S REPUBLIC OF CHINA.
- --------------------------------------------------------------------------------------------------------------------------
D.R. HORTON, INC. Agenda Number: 932244988
- --------------------------------------------------------------------------------------------------------------------------
Security: 23331A109
Meeting Type: Annual
Meeting Date: 27-Jan-2005
Ticker: DHI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DONALD R. HORTON Mgmt For For
BRADLEY S. ANDERSON Mgmt For For
MICHAEL R. BUCHANAN Mgmt For For
RICHARD I. GALLAND Mgmt For For
FRANCINE I. NEFF Mgmt For For
DONALD J. TOMNITZ Mgmt For For
BILL W. WHEAT Mgmt For For
02 AMENDMENT AND RESTATEMENT OF THE D.R. HORTON, Mgmt Against Against
INC. 1991 STOCK INCENTIVE PLAN.
03 IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED Mgmt Against Against
TO VOTE UPON OTHER BUSINESS PROPERLY BROUGHT
BEFORE THE MEETING OR ANY ADJOURNMENT.
- --------------------------------------------------------------------------------------------------------------------------
DELL INC. Agenda Number: 932189473
- --------------------------------------------------------------------------------------------------------------------------
Security: 24702R101
Meeting Type: Annual
Meeting Date: 16-Jul-2004
Ticker: DELL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DONALD J. CARTY Mgmt For For
MICHAEL S. DELL Mgmt For For
WILLIAM H. GRAY, III Mgmt For For
JUDY C. LEWENT Mgmt For For
THOMAS W. LUCE, III Mgmt For For
KLAUS S. LUFT Mgmt For For
ALEX J. MANDL Mgmt For For
MICHAEL A. MILES Mgmt For For
SAMUEL A. NUNN, JR. Mgmt For For
KEVIN B. ROLLINS Mgmt For For
02 RATIFICATION OF INDEPENDENT AUDITORS Mgmt For For
03 STOCKHOLDER PROPOSAL RELATING TO EXPENSING STOCK Shr Split 60% For 40% Against Split
OPTIONS
- --------------------------------------------------------------------------------------------------------------------------
DEVON ENERGY CORPORATION Agenda Number: 932331921
- --------------------------------------------------------------------------------------------------------------------------
Security: 25179M103
Meeting Type: Annual
Meeting Date: 08-Jun-2005
Ticker: DVN
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN A. HILL Mgmt For For
WILLIAM J. JOHNSON Mgmt For For
ROBERT A. MOSBACHER JR. Mgmt For For
02 RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY Mgmt For For
S INDEPENDENT AUDITORS FOR THE YEAR ENDING
DECEMBER 31, 2005
03 ADOPTION OF THE DEVON ENERGY CORPORATION 2005 Mgmt For For
LONG-TERM INCENTIVE PLAN
04 REVISED DIRECTOR ELECTION VOTE STANDARD Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
DIEBOLD, INCORPORATED Agenda Number: 932277266
- --------------------------------------------------------------------------------------------------------------------------
Security: 253651103
Meeting Type: Annual
Meeting Date: 28-Apr-2005
Ticker: DBD
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
L.V. BOCKIUS III Mgmt For For
C.M. CONNOR Mgmt For For
R.L. CRANDALL Mgmt For For
E.C. EVANS Mgmt For For
G.S. FITZGERALD Mgmt For For
P.B. LASSITER Mgmt For For
J.N. LAUER Mgmt For For
W.F. MASSY Mgmt For For
W.W. O'DELL Mgmt For For
E.J. ROORDA Mgmt For For
W.R. TIMKEN, JR. Mgmt For For
H.D.G. WALLACE Mgmt For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT Mgmt For For
AUDITORS FOR THE YEAR 2005.
03 TO VOTE UPON THE APPROVAL OF THE CORPORATION Mgmt For For
S ANNUAL CASH BONUS PLAN.
- --------------------------------------------------------------------------------------------------------------------------
EBAY INC. Agenda Number: 932343128
- --------------------------------------------------------------------------------------------------------------------------
Security: 278642103
Meeting Type: Annual
Meeting Date: 23-Jun-2005
Ticker: EBAY
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
FRED D. ANDERSON Mgmt For For
EDWARD W. BARNHOLT Mgmt For For
SCOTT D. COOK Mgmt For For
ROBERT C. KAGLE Mgmt For For
02 TO APPROVE OUR EBAY INCENTIVE PLAN IN ORDER Mgmt For For
TO QUALIFY IT UNDER SECTION 162(M) OF THE INTERNAL
REVENUE CODE.
03 TO APPROVE AN AMENDMENT TO OUR CERTIFICATE OF Mgmt For For
INCORPORATION TO INCREASE THE AUTHORIZED NUMBER
OF SHARES OF COMMON STOCK FROM 1,790,000,000
TO 3,580,000,000 SHARES.
04 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS OUR INDEPENDENT AUDITORS FOR OUR FISCAL
YEAR ENDING DECEMBER 31, 2005.
05 STOCKHOLDER PROPOSAL REGARDING GRANTING OF Shr For Against
PERFORMANCE-VESTING
SHARES TO SENIOR EXECUTIVES.
06 STOCKHOLDER PROPOSAL REGARDING THE VOTING STANDARD Shr For Against
FOR DIRECTOR ELECTIONS.
- --------------------------------------------------------------------------------------------------------------------------
EMC CORPORATION Agenda Number: 932269081
- --------------------------------------------------------------------------------------------------------------------------
Security: 268648102
Meeting Type: Annual
Meeting Date: 05-May-2005
Ticker: EMC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MICHAEL J. CRONIN Mgmt For For
W. PAUL FITZGERALD Mgmt Split 57% For 43% Withheld Split
JOSEPH M. TUCCI Mgmt For For
02 PROPOSAL 2 - TO APPROVE AMENDMENTS TO THE EMC Mgmt For For
CORPORATION 2003 STOCK PLAN TO INCREASE BY
100,000,000 THE NUMBER OF SHARES AVAILABLE
UNDER THE PLAN, AND INCREASE THE NUMBER OF
SHARES WHICH MAY BE ISSUED PURSUANT TO AWARDS
OF RESTRICTED STOCK AND/ OR RESTRICTED STOCK
UNITS TO 30% OF THE TOTAL AUTHORIZED SHARES
UNDER THE PLAN, AS DESCRIBED IN EMC S PROXY
STATEMENT.
03 PROPOSAL 3 - TO RATIFY THE SELECTION BY THE Mgmt For For
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF
PRICEWATERHOUSECOOPERS LLP AS EMC S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER
31, 2005.
04 PROPOSAL 4 - TO ACT UPON A SHAREHOLDER PROPOSAL Shr Split 43% For 57% Against Split
RELATING TO PERFORMANCE-BASED STOCK OPTIONS,
AS DESCRIBED IN EMC S PROXY STATEMENT.
05 PROPOSAL 5 - TO ACT UPON A SHAREHOLDER PROPOSAL Shr Against For
RELATING TO EMC S AUDIT COMMITTEE, AS DESCRIBED
IN EMC S PROXY STATEMENT.
- --------------------------------------------------------------------------------------------------------------------------
EMERSON ELECTRIC CO. Agenda Number: 932245726
- --------------------------------------------------------------------------------------------------------------------------
Security: 291011104
Meeting Type: Annual
Meeting Date: 01-Feb-2005
Ticker: EMR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
D.N. FARR Mgmt For For
C.A. PETERS Mgmt For For
D.C. FARRELL Mgmt For For
J.W. PRUEHER Mgmt For For
R.B. HORTON Mgmt For For
02 APPROVAL OF THE EMERSON ELECTRIC CO. RESTRICTED Mgmt For For
STOCK PLAN FOR NON-MANAGEMENT DIRECTORS
03 REAPPROVAL OF PERFORMANCE MEASURES UNDER THE Mgmt For For
EMERSON ELECTRIC CO. ANNUAL INCENTIVE PLAN
04 RATIFICATION OF INDEPENDENT AUDITORS Mgmt For For
05 THE STOCKHOLDER PROPOSAL ON SEXUAL ORIENTATION Shr Against For
DESCRIBED IN THE PROXY STATEMENT
- --------------------------------------------------------------------------------------------------------------------------
EXXON MOBIL CORPORATION Agenda Number: 932295442
- --------------------------------------------------------------------------------------------------------------------------
Security: 30231G102
Meeting Type: Annual
Meeting Date: 25-May-2005
Ticker: XOM
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
M.J. BOSKIN Mgmt For For
W.W. GEORGE Mgmt For For
J.R. HOUGHTON Mgmt For For
W.R. HOWELL Mgmt For For
R.C. KING Mgmt For For
P.E. LIPPINCOTT Mgmt For For
H.A. MCKINNELL, JR. Mgmt For For
M.C. NELSON Mgmt For For
L.R. RAYMOND Mgmt For For
W.V. SHIPLEY Mgmt For For
R.W. TILLERSON Mgmt For For
02 RATIFICATION OF INDEPENDENT AUDITORS (PAGE 28). Mgmt For For
03 POLITICAL CONTRIBUTIONS (PAGE 30). Shr Against For
04 BOARD COMPENSATION (PAGE 31). Shr Against For
05 INDUSTRY EXPERIENCE (PAGE 32). Shr Against For
06 ACEH SECURITY REPORT (PAGE 33). Shr Against For
07 AMENDMENT OF EEO POLICY (PAGE 34). Shr Against For
08 BIODIVERSITY IMPACT REPORT (PAGE 36). Shr Against For
09 CLIMATE SCIENCE REPORT (PAGE 37). Shr Against For
10 KYOTO COMPLIANCE REPORT (PAGE 40). Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
FEDEX CORPORATION Agenda Number: 932213476
- --------------------------------------------------------------------------------------------------------------------------
Security: 31428X106
Meeting Type: Annual
Meeting Date: 27-Sep-2004
Ticker: FDX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CHARLES T. MANATT Mgmt For For
JUDITH L. ESTRIN Mgmt For For
PHILIP GREER Mgmt For For
J.R. HYDE, III Mgmt For For
SHIRLEY A. JACKSON Mgmt For For
FREDERICK W. SMITH Mgmt For For
02 APPROVAL OF AMENDMENTS TO FEDEX S BYLAWS TO Mgmt For For
PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS.
03 APPROVAL OF AMENDMENT TO FEDEX S INCENTIVE STOCK Mgmt For For
PLAN TO INCREASE THE NUMBER OF SHARES RESERVED
FOR ISSUANCE UNDER THE PLAN.
04 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM.
- --------------------------------------------------------------------------------------------------------------------------
FLEXTRONICS INTERNATIONAL LTD. Agenda Number: 932217549
- --------------------------------------------------------------------------------------------------------------------------
Security: Y2573F102
Meeting Type: Annual
Meeting Date: 23-Sep-2004
Ticker: FLEX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MICHAEL E. MARKS Mgmt For For
MICHAEL J. MORITZ Mgmt For For
02 RE-APPOINTMENT OF PATRICK FOLEY AS A DIRECTOR Mgmt For For
OF THE COMPANY.
03 TO APPOINT DELOITTE & TOUCHE LLP AS INDEPENDENT Mgmt For For
AUDITORS OF THE COMPANY FOR THE FISCAL YEAR
ENDING MARCH 31, 2005.
04 TO APPROVE AN AMENDMENT TO THE COMPANY S 1997 Mgmt For For
EMPLOYEE SHARE PURCHASE PLAN.
05 TO APPROVE AMENDMENTS TO THE COMPANY S 2001 Mgmt For For
EQUITY INCENTIVE PLAN.
06 TO APPROVE AN AMENDMENT TO THE COMPANY S 2001 Mgmt For For
EQUITY INCENTIVE PLAN TO ALLOW FOR ISSUANCES
OF STOCK BONUSES.
07 TO APPROVE THE CONSOLIDATION OF ORDINARY SHARES Mgmt For For
AVAILABLE UNDER OUR ASSUMED PLANS INTO OUR
2001 EQUITY INCENTIVE PLAN.
08 TO APPROVE THE AUTHORIZATION FOR THE DIRECTORS Mgmt For For
OF THE COMPANY TO ALLOT AND ISSUE ORDINARY
SHARES.
09 TO APPROVE THE AUTHORIZATION FOR THE COMPANY Mgmt For For
TO PROVIDE $37,200 OF ANNUAL CASH COMPENSATION
TO EACH OF ITS NON-EMPLOYEE DIRECTORS.
10 TO APPROVE THE AUTHORIZATION FOR THE COMPANY Mgmt For For
TO 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 Mgmt For For
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 Mgmt For For
APPROVAL OF A BONUS ISSUE.
- --------------------------------------------------------------------------------------------------------------------------
FOREST LABORATORIES, INC. Agenda Number: 932201736
- --------------------------------------------------------------------------------------------------------------------------
Security: 345838106
Meeting Type: Annual
Meeting Date: 11-Aug-2004
Ticker: FRX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
HOWARD SOLOMON Mgmt For For
WILLIAM J. CANDEE, III Mgmt For For
GEORGE S. COHAN Mgmt For For
DAN L. GOLDWASSER Mgmt For For
LESTER B. SALANS Mgmt For For
KENNETH E. GOODMAN Mgmt For For
PHILLIP M. SATOW Mgmt Withheld Against
02 RATIFICATION OF AMENDMENT OF THE COMPANY S CERTIFICATE Mgmt For For
OF INCORPORATION TO AUTHORIZE ADDITIONAL SHARES
OF THE COMPANY S COMMON STOCK.
03 RATIFICATION OF 2004 STOCK OPTION PLAN. Mgmt For For
04 RATIFICATION OF BDO SEIDMAN, LLP AS INDEPENDENT Mgmt For For
AUDITORS.
- --------------------------------------------------------------------------------------------------------------------------
GENENTECH, INC. Agenda Number: 932270945
- --------------------------------------------------------------------------------------------------------------------------
Security: 368710406
Meeting Type: Annual
Meeting Date: 14-Apr-2005
Ticker: DNA
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
HERBERT W. BOYER Mgmt Withheld Against
WILLIAM M. BURNS Mgmt Withheld Against
ERICH HUNZIKER Mgmt Withheld Against
JONATHAN K.C. KNOWLES Mgmt Withheld Against
ARTHUR D. LEVINSON Mgmt Withheld Against
CHARLES A. SANDERS Mgmt For For
02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Mgmt For For
AS INDEPENDENT AUDITOR OF GENENTECH FOR THE
YEAR ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
GENERAL ELECTRIC COMPANY Agenda Number: 932264916
- --------------------------------------------------------------------------------------------------------------------------
Security: 369604103
Meeting Type: Annual
Meeting Date: 27-Apr-2005
Ticker: GE
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A DIRECTOR
JAMES I. CASH, JR. Mgmt For For
WILLIAM M. CASTELL Mgmt For For
DENNIS D. DAMMERMAN Mgmt For For
ANN M. FUDGE Mgmt For For
CLAUDIO X. GONZALEZ Mgmt Split 47% For 53% Withheld Split
JEFFREY R. IMMELT Mgmt For For
ANDREA JUNG Mgmt For For
ALAN G. LAFLEY Mgmt For For
RALPH S. LARSEN Mgmt For For
ROCHELLE B. LAZARUS Mgmt For For
SAM NUNN Mgmt For For
ROGER S. PENSKE Mgmt For For
ROBERT J. SWIERINGA Mgmt For For
DOUGLAS A. WARNER III Mgmt For For
ROBERT C. WRIGHT Mgmt For For
B RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR Mgmt For For
01 CUMULATIVE VOTING Shr Against For
02 REPORT ON NUCLEAR RISK Shr Against For
03 REPORT ON PCB CLEANUP COSTS Shr Split 53% For 47% Against Split
04 CURB OVER-EXTENDED DIRECTORS Shr Split 53% For 47% Against Split
05 REPORT ON SUSTAINABILITY Shr Against For
06 DISCLOSE POLITICAL CONTRIBUTIONS Shr Against For
07 ANIMAL TESTING Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
GILEAD SCIENCES, INC. Agenda Number: 932304455
- --------------------------------------------------------------------------------------------------------------------------
Security: 375558103
Meeting Type: Annual
Meeting Date: 10-May-2005
Ticker: GILD
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
PAUL BERG Mgmt For For
ETIENNE F. DAVIGNON Mgmt For For
JAMES M. DENNY Mgmt For For
JOHN C. MARTIN Mgmt For For
GORDON E. MOORE Mgmt For For
NICHOLAS G. MOORE Mgmt For For
GEORGE P. SHULTZ Mgmt For For
GAYLE E. WILSON Mgmt For For
02 TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE Mgmt For For
OF THE BOARD OF DIRECTORS OF ERNST & YOUNG
LLP AS INDEPENDENT AUDITORS OF GILEAD FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2005.
03 TO APPROVE AN AMENDMENT TO GILEAD S 2004 EQUITY Mgmt For For
INCENTIVE PLAN.
04 TO APPROVE A STOCKHOLDER PROPOSAL REQUESTING Shr Split 47% For 53% Against Split
A REPORT ON HIV/AIDS, TUBERCULOSIS AND MALARIA
PANDEMICS.
- --------------------------------------------------------------------------------------------------------------------------
HALLIBURTON COMPANY Agenda Number: 932290226
- --------------------------------------------------------------------------------------------------------------------------
Security: 406216101
Meeting Type: Annual
Meeting Date: 18-May-2005
Ticker: HAL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
R.L. CRANDALL Mgmt For For
K.T. DERR Mgmt For For
S.M. GILLIS Mgmt For For
W.R. HOWELL Mgmt For For
R.L. HUNT Mgmt For For
D.J. LESAR Mgmt For For
J.L. MARTIN Mgmt Withheld Against
J.A. PRECOURT Mgmt For For
D.L. REED Mgmt For For
02 PROPOSAL FOR RATIFICATION OF THE SELECTION OF Mgmt For For
AUDITORS.
03 STOCKHOLDER PROPOSAL ON SEVERANCE AGREEMENTS. Shr For Against
04 STOCKHOLDER PROPOSAL ON DIRECTOR ELECTION VOTE Shr For Against
THRESHOLD.
- --------------------------------------------------------------------------------------------------------------------------
HARMAN INTERNATIONAL INDUSTRIES, INC Agenda Number: 932221877
- --------------------------------------------------------------------------------------------------------------------------
Security: 413086109
Meeting Type: Annual
Meeting Date: 10-Nov-2004
Ticker: HAR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
BERNARD A. GIROD Mgmt For For
ANN KOROLOGOS Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
HERSHEY FOODS CORPORATION Agenda Number: 932268976
- --------------------------------------------------------------------------------------------------------------------------
Security: 427866108
Meeting Type: Annual
Meeting Date: 19-Apr-2005
Ticker: HSY
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
J.A. BOSCIA Mgmt For For
R.H. CAMPBELL Mgmt For For
R.F. CAVANAUGH Mgmt Withheld Against
G.P. COUGHLAN Mgmt For For
H. EDELMAN Mgmt For For
B.G. HILL Mgmt For For
R.H. LENNY Mgmt For For
M.J. MCDONALD Mgmt For For
M.J. TOULANTIS Mgmt For For
02 RATIFY APPOINTMENT OF KPMG LLP AS INDEPENDENT Mgmt For For
AUDITORS FOR 2005.
03 APPROVE AMENDMENT TO COMPANY S RESTATED CERTIFICATE Mgmt For For
TO INCREASE AUTHORIZED NUMBER OF SHARES.
04 APPROVE AMENDMENT TO COMPANY S RESTATED CERTIFICATE Mgmt For For
TO CHANGE THE COMPANY S NAME TO THE HERSHEY
COMPANY.
- --------------------------------------------------------------------------------------------------------------------------
ILLINOIS TOOL WORKS INC. Agenda Number: 932281203
- --------------------------------------------------------------------------------------------------------------------------
Security: 452308109
Meeting Type: Annual
Meeting Date: 06-May-2005
Ticker: ITW
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM F. ALDINGER Mgmt For For
MICHAEL J. BIRCK Mgmt For For
MARVIN D. BRAILSFORD Mgmt For For
SUSAN CROWN Mgmt For For
DON H. DAVIS, JR. Mgmt For For
W. JAMES FARRELL Mgmt For For
ROBERT C. MCCORMACK Mgmt For For
ROBERT S. MORRISON Mgmt For For
HAROLD B. SMITH Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP.
03 TO VOTE ON A STOCKHOLDER PROPOSAL REQUIRING Shr Against For
IMPLEMENTATION OF CERTAIN BUSINESS PRINCIPLES
FOR WORKERS IN CHINA.
04 TO VOTE ON A STOCKHOLDER PROPOSAL REQUIRING Shr Against For
A MAJORITY VOTE FOR ELECTION OF DIRECTORS.
- --------------------------------------------------------------------------------------------------------------------------
INFOSYS TECHNOLOGIES LIMITED Agenda Number: 932241259
- --------------------------------------------------------------------------------------------------------------------------
Security: 456788108
Meeting Type: Special
Meeting Date: 18-Dec-2004
Ticker: INFY
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A TO AUTHORIZE THE BOARD OF DIRECTORS TO SPONSOR Mgmt For
AN ISSUE OF AMERICAN DEPOSITARY SHARES AGAINST
EXISTING EQUITY SHARES.
1B TO AUTHORIZE THE COMPANY TO ISSUE DEPOSITARY Mgmt For
RECEIPTS.
1C TO AUTHORIZE THE BOARD AND OFFICERS IN CONNECTION Mgmt For
WITH THE EARLIER RESOLUTIONS.
1D TO AUTHORIZE THE UNDERWRITERS TO DETERMINE THE Mgmt For
PRICE OF THE SPONSORED ADS OFFERING.
1E TO AUTHORIZE THE BOARD TO DETERMINE THE TERMS Mgmt For
AND CONDITIONS.
1F TO AUTHORIZE THE BOARD OF DIRECTORS TO DELEGATE Mgmt For
ITS POWERS.
- --------------------------------------------------------------------------------------------------------------------------
INGERSOLL-RAND COMPANY LIMITED Agenda Number: 932325776
- --------------------------------------------------------------------------------------------------------------------------
Security: G4776G101
Meeting Type: Annual
Meeting Date: 01-Jun-2005
Ticker: IR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
A.C. BERZIN Mgmt For For
H.L. HENKEL Mgmt For For
H.W. LICHTENBERGER Mgmt For For
T.L. WHITE Mgmt For For
02 APPROVAL OF AMENDMENT TO BYE-LAW 10 OF THE BYE-LAWS Mgmt For For
TO ELIMINATE THE CLASSIFICATION OF THE BOARD
OF DIRECTORS.
03 APPROVAL OF AMENDMENT TO BYE-LAW 10 OF THE BYE-LAWS Mgmt For For
TO ELIMINATE CUMULATIVE VOTING IN THE ELECTION
OF DIRECTORS.
04 APPOINTMENT OF INDEPENDENT AUDITORS AND AUTHORIZATION Mgmt For For
OF BOARD OF DIRECTORS TO FIX THE AUDITORS
REMUNERATION.
- --------------------------------------------------------------------------------------------------------------------------
INTEL CORPORATION Agenda Number: 932286796
- --------------------------------------------------------------------------------------------------------------------------
Security: 458140100
Meeting Type: Annual
Meeting Date: 18-May-2005
Ticker: INTC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CRAIG R. BARRETT Mgmt For For
CHARLENE BARSHEFSKY Mgmt For For
E. JOHN P. BROWNE Mgmt For For
D. JAMES GUZY Mgmt For For
REED E. HUNDT Mgmt For For
PAUL S. OTELLINI Mgmt For For
DAVID S. POTTRUCK Mgmt For For
JANE E. SHAW Mgmt For For
JOHN L. THORNTON Mgmt For For
DAVID B. YOFFIE Mgmt For For
02 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM.
03 APPROVAL OF AMENDMENT AND EXTENSION OF THE 2004 Mgmt For For
EQUITY INCENTIVE PLAN.
04 APPROVAL OF AMENDMENT AND EXTENSION OF THE EXECUTIVE Mgmt For For
OFFICER INCENTIVE PLAN.
- --------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL BUSINESS MACHINES CORP Agenda Number: 932265576
- --------------------------------------------------------------------------------------------------------------------------
Security: 459200101
Meeting Type: Annual
Meeting Date: 26-Apr-2005
Ticker: IBM
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
C. BLACK Mgmt For For
K.I. CHENAULT Mgmt For For
J. DORMANN Mgmt For For
M.L. ESKEW Mgmt For For
C. GHOSN Mgmt Withheld Against
C.F. KNIGHT Mgmt For For
M. MAKIHARA Mgmt For For
L.A. NOTO Mgmt For For
S.J. PALMISANO Mgmt For For
J.E. SPERO Mgmt For For
S. TAUREL Mgmt For For
C.M. VEST Mgmt For For
L.H. ZAMBRANO Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM (PAGE 24)
03 STOCKHOLDER PROPOSAL ON--CUMULATIVE VOTING (PAGE Shr Against For
25)
04 STOCKHOLDER PROPOSAL ON--PENSION AND RETIREMENT Shr Against For
MEDICAL (PAGE 25)
05 STOCKHOLDER PROPOSAL ON--EXECUTIVE COMPENSATION Shr Against For
(PAGE 27)
06 STOCKHOLDER PROPOSAL ON--EXPENSING STOCK OPTIONS Shr Against For
(PAGE 28)
07 STOCKHOLDER PROPOSAL ON--DISCLOSURE OF EXECUTIVE Shr Against For
COMPENSATION (PAGE 29)
08 STOCKHOLDER PROPOSAL ON--OFFSHORING (PAGE 30) Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL GAME TECHNOLOGY Agenda Number: 932251058
- --------------------------------------------------------------------------------------------------------------------------
Security: 459902102
Meeting Type: Annual
Meeting Date: 01-Mar-2005
Ticker: IGT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
NEIL BARSKY Mgmt For For
ROBERT A. BITTMAN Mgmt For For
RICHARD R. BURT Mgmt For For
LESLIE S. HEISZ Mgmt For For
ROBERT A. MATHEWSON Mgmt For For
THOMAS J. MATTHEWS Mgmt For For
ROBERT MILLER Mgmt For For
FREDERICK B. RENTSCHLER Mgmt For For
02 APPROVAL OF THE AMENDMENT TO THE INTERNATIONAL Mgmt For For
GAME TECHNOLOGY 2002 STOCK INCENTIVE PLAN.
03 RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS IGT S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING SEPTEMBER 30, 2005.
- --------------------------------------------------------------------------------------------------------------------------
ITT INDUSTRIES, INC. Agenda Number: 932301637
- --------------------------------------------------------------------------------------------------------------------------
Security: 450911102
Meeting Type: Annual
Meeting Date: 10-May-2005
Ticker: ITT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A DIRECTOR
STEVEN R. LORANGER Mgmt For For
CURTIS J. CRAWFORD Mgmt For For
CHRISTINA A. GOLD Mgmt For For
RALPH F. HAKE Mgmt For For
JOHN J. HAMRE Mgmt For For
RAYMOND W. LEBOEUF Mgmt For For
FRANK T. MACINNIS Mgmt For For
LINDA S. SANFORD Mgmt For For
MARKOS I. TAMBAKERAS Mgmt For For
B RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS Mgmt For For
C APPROVAL OF AMENDMENT TO THE RESTATED ARTICLES Mgmt For For
OF INCORPORATION
- --------------------------------------------------------------------------------------------------------------------------
J. C. PENNEY COMPANY, INC. Agenda Number: 932305748
- --------------------------------------------------------------------------------------------------------------------------
Security: 708160106
Meeting Type: Annual
Meeting Date: 20-May-2005
Ticker: JCP
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
T.J. ENGIBOUS Mgmt For For
K.B. FOSTER Mgmt For For
L.H. ROBERTS Mgmt For For
M.E. ULLMAN III Mgmt For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT Mgmt For For
AUDITOR FOR THE FISCAL YEAR ENDING JANUARY
28, 2006.
03 TO APPROVE THE ADOPTION OF THE J.C. PENNEY COMPANY, Mgmt For For
INC. 2005 EQUITY COMPENSATION PLAN.
04 TO CONSIDER A STOCKHOLDER PROPOSAL RELATING Shr For Against
TO THE CLASSIFICATION OF THE BOARD OF DIRECTORS.
- --------------------------------------------------------------------------------------------------------------------------
KELLOGG COMPANY Agenda Number: 932272052
- --------------------------------------------------------------------------------------------------------------------------
Security: 487836108
Meeting Type: Annual
Meeting Date: 29-Apr-2005
Ticker: K
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CLAUDIO X. GONZALEZ Mgmt For For
A.D. DAVID MACKAY Mgmt For For
WILLIAM C. RICHARDSON Mgmt For For
JOHN L. ZABRISKIE Mgmt For For
02 RATIFICATION OF INDEPENDENT AUDITOR FOR 2005 Mgmt For For
03 REPORT ON IMPACTS OF GENETICALLY ENGINEERED Shr Against For
FOOD
04 APPOINTMENT OF INVESTMENT BANKER Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
KINETIC CONCEPTS, INC. Agenda Number: 932325790
- --------------------------------------------------------------------------------------------------------------------------
Security: 49460W208
Meeting Type: Annual
Meeting Date: 24-May-2005
Ticker: KCI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES R. LEININGER, MD Mgmt For For
DENNERT O. WARE Mgmt For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS INDEPENDENT AUDITORS OF THE COMPANY FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
LAS VEGAS SANDS CORP. Agenda Number: 932336488
- --------------------------------------------------------------------------------------------------------------------------
Security: 517834107
Meeting Type: Annual
Meeting Date: 09-Jun-2005
Ticker: LVS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CHARLES D. FORMAN Mgmt Withheld Against
IRWIN A. SIEGEL Mgmt For For
02 TO CONSIDER AND ACT UPON THE RATIFICATION OF Mgmt For For
THE SELECTION OF AN INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
- --------------------------------------------------------------------------------------------------------------------------
LINEAR TECHNOLOGY CORPORATION Agenda Number: 932225988
- --------------------------------------------------------------------------------------------------------------------------
Security: 535678106
Meeting Type: Annual
Meeting Date: 03-Nov-2004
Ticker: LLTC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROBERT H. SWANSON, JR. Mgmt For For
DAVID S. LEE Mgmt For For
LEO T. MCCARTHY Mgmt For For
RICHARD M. MOLEY Mgmt For For
THOMAS S. VOLPE Mgmt For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS THE COMPANY S INDEPENDENT REGISTERED ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING JULY 3, 2005.
- --------------------------------------------------------------------------------------------------------------------------
MAXIM INTEGRATED PRODUCTS, INC. Agenda Number: 932216434
- --------------------------------------------------------------------------------------------------------------------------
Security: 57772K101
Meeting Type: Special
Meeting Date: 17-Sep-2004
Ticker: MXIM
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 RATIFICATION AND APPROVAL OF THE AMENDMENT AND Mgmt Against Against
RESTATEMENT OF THE COMPANY S 1996 STOCK INCENTIVE
PLAN TO (A) INCREASE THE NUMBER OF SHARES AVAILABLE
FOR ISSUANCE THEREUNDER BY 13,000,000 SHARES
FROM 104,600,000 SHARES TO 117,600,000 SHARES
AND (B) REQUIRE THAT ALL STOCK OPTIONS BE GRANTED
WITH AN EXERCISE PRICE NO LESS THAN 100% OF
THE FAIR MARKET VALUE OF THE COMMON STOCK.
- --------------------------------------------------------------------------------------------------------------------------
MCDONALD'S CORPORATION Agenda Number: 932291711
- --------------------------------------------------------------------------------------------------------------------------
Security: 580135101
Meeting Type: Annual
Meeting Date: 11-May-2005
Ticker: MCD
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
HALL ADAMS, JR. Mgmt For For
CARY D. MCMILLAN Mgmt For For
MICHAEL J. ROBERTS Mgmt For For
JAMES A. SKINNER Mgmt For For
ANNE-MARIE SLAUGHTER Mgmt For For
02 APPROVAL OF THE INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM
03 APPROVAL OF A SHAREHOLDER PROPOSAL RELATING Shr Against For
TO GENETIC ENGINEERING OF FOOD AND SEED
- --------------------------------------------------------------------------------------------------------------------------
MEDTRONIC, INC. Agenda Number: 932209326
- --------------------------------------------------------------------------------------------------------------------------
Security: 585055106
Meeting Type: Annual
Meeting Date: 26-Aug-2004
Ticker: MDT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM R BRODY MD PHD Mgmt For For
ARTHUR D COLLINS JR Mgmt For For
ANTONIO M GOTTO JR MD Mgmt For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS MEDTRONIC S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
03 TO CONSIDER AND ACT UPON A SHAREHOLDER PROPOSAL Shr Against For
REGARDING ELIMINATION OF CHARITABLE CONTRIBUTIONS.
- --------------------------------------------------------------------------------------------------------------------------
MERRILL LYNCH & CO., INC. Agenda Number: 932273410
- --------------------------------------------------------------------------------------------------------------------------
Security: 590188108
Meeting Type: Annual
Meeting Date: 22-Apr-2005
Ticker: MER
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JILL K. CONWAY Mgmt For For
HEINZ-JOACHIM NEUBURGER Mgmt For For
E. STANLEY O'NEAL Mgmt For For
02 RATIFY APPOINTMENT OF DELOITTE & TOUCHE LLP Mgmt For For
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
03 APPROVE THE DIRECTOR STOCK UNIT PLAN. Mgmt For For
04 INSTITUTE CUMULATIVE VOTING. Shr For Against
05 LIMIT CHIEF EXECUTIVE OFFICER COMPENSATION. Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
MICROSOFT CORPORATION Agenda Number: 932226067
- --------------------------------------------------------------------------------------------------------------------------
Security: 594918104
Meeting Type: Annual
Meeting Date: 09-Nov-2004
Ticker: MSFT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM H. GATES III Mgmt For For
STEVEN A. BALLMER Mgmt For For
JAMES I. CASH JR. Mgmt For For
RAYMOND V. GILMARTIN Mgmt For For
A. MCLAUGHLIN KOROLOGOS Mgmt For For
DAVID F. MARQUARDT Mgmt For For
CHARLES H. NOSKI Mgmt For For
HELMUT PANKE Mgmt For For
JON A. SHIRLEY Mgmt For For
02 ADOPTION OF THE AMENDMENTS TO THE 2001 STOCK Mgmt For For
PLAN AND THE 1991 STOCK OPTION PLAN
03 ADOPTION OF THE AMENDMENTS TO THE 1999 STOCK Mgmt For For
PLAN FOR NON-EMPLOYEE DIRECTORS, THE STOCK
OPTION PLAN FOR NON-EMPLOYEE DIRECTORS AND
THE STOCK OPTION PLAN FOR CONSULTANTS AND ADVISORS
04 APPROVAL OF MATERIAL TERMS OF THE PERFORMANCE Mgmt For For
CRITERIA FOR AWARDS UNDER THE 2001 STOCK PLAN
05 RATIFICATION OF THE SELECTION OF DELOITTE & Mgmt For For
TOUCHE LLP AS THE COMPANY S INDEPENDENT AUDITOR
- --------------------------------------------------------------------------------------------------------------------------
MOLEX INCORPORATED Agenda Number: 932220623
- --------------------------------------------------------------------------------------------------------------------------
Security: 608554200
Meeting Type: Annual
Meeting Date: 22-Oct-2004
Ticker: MOLXA
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
FREDERICK A. KREHBIEL Mgmt No vote
MASAHISA NAITOH Mgmt No vote
MICHAEL J. BIRCK Mgmt No vote
MARTIN P. SLARK Mgmt No vote
02 PROPOSAL TO APPROVE THE 2004 MOLEX INCORPORATED Mgmt No vote
EMPLOYEE STOCK PURCHASE PLAN.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE Mgmt No vote
& TOUCHE LLP AS THE INDEPENDENT AUDITORS OF
THE COMPANY FOR THE FISCAL YEAR ENDING JUNE
30, 2005.
- --------------------------------------------------------------------------------------------------------------------------
MUTUAL FUND TRUST Agenda Number: 932242097
- --------------------------------------------------------------------------------------------------------------------------
Security: 62826N770
Meeting Type: Special
Meeting Date: 03-Feb-2005
Ticker: JINXX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM J. ARMSTRONG Mgmt Split 38% For0% Withheld Split
ROLAND E. EPPLEY, JR. Mgmt Split 38% For0% Withheld Split
JOHN F. FINN Mgmt Split 38% For0% Withheld Split
DR. MATTHEW GOLDSTEIN Mgmt Split 38% For0% Withheld Split
ROBERT J. HIGGINS Mgmt Split 38% For0% Withheld Split
PETER C. MARSHALL Mgmt Split 38% For0% Withheld Split
MARILYN MCCOY Mgmt Split 38% For0% Withheld Split
WILLIAM G. MORTON, JR. Mgmt Split 38% For0% Withheld Split
ROBERT A. ODEN, JR. Mgmt Split 38% For0% Withheld Split
FERGUS REID, III Mgmt Split 38% For0% Withheld Split
FREDERICK W. RUEBECK Mgmt Split 38% For0% Withheld Split
JAMES J. SCHONBACHLER Mgmt Split 38% For0% Withheld Split
LEONARD M. SPALDING, JR Mgmt Split 38% For0% Withheld Split
02 TO APPROVE AGREEMENTS AND PLANS OF REORGANIZATION Mgmt Split 38% For Split
PURSUANT TO WHICH EACH SERIES OF EACH JPMORGAN FUND
OTHER THAN THE JPMMFS FUNDS WOULD BE REORGANIZED AS
CORRESPONDING SERIES OF JPMMFS.
04 TO APPROVE THE AMENDMENT OF THE FUNDAMENTAL Mgmt Split 38% For Split
INVESTMENT RESTRICTION OF THE FUNDS REGARDING
BORROWING MONEY.
- --------------------------------------------------------------------------------------------------------------------------
NEWFIELD EXPLORATION COMPANY Agenda Number: 932277468
- --------------------------------------------------------------------------------------------------------------------------
Security: 651290108
Meeting Type: Annual
Meeting Date: 05-May-2005
Ticker: NFX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DAVID A. TRICE Mgmt For For
DAVID F. SCHAIBLE Mgmt For For
HOWARD H. NEWMAN Mgmt For For
THOMAS G. RICKS Mgmt For For
DENNIS R. HENDRIX Mgmt For For
C.E. (CHUCK) SHULTZ Mgmt For For
PHILIP J. BURGUIERES Mgmt For For
JOHN RANDOLPH KEMP III Mgmt For For
J. MICHAEL LACEY Mgmt For For
JOSEPH H. NETHERLAND Mgmt For For
J. TERRY STRANGE Mgmt For For
PAMELA J. GARDNER Mgmt For For
JUANITA F. ROMANS Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
NOBLE CORPORATION Agenda Number: 932281304
- --------------------------------------------------------------------------------------------------------------------------
Security: G65422100
Meeting Type: Annual
Meeting Date: 28-Apr-2005
Ticker: NE
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
LAWRENCE J. CHAZEN Mgmt For For
MARY P. RICCIARDELLO Mgmt For For
WILLIAM A. SEARS* Mgmt For For
02 APPROVAL OF ADOPTION OF SPECIAL RESOLUTION OF Mgmt For For
MEMBERS TO AMEND ARTICLES OF ASSOCIATION TO
INCREASE DIRECTOR RETIREMENT AGE.
03 APPROVAL OF THE PROPOSAL REGARDING THE AMENDED Mgmt For For
AND RESTATED NOBLE CORPORATION 1992 NONQUALIFIED
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS.
04 APPROVAL OF THE PROPOSAL TO AMEND THE NOBLE Mgmt For For
CORPORATION EQUITY COMPENSATION PLAN FOR NON-EMPLOYEE
DIRECTORS.
05 APPROVAL OF THE APPOINTMENT OF INDEPENDENT AUDITORS Mgmt For For
FOR 2005.
- --------------------------------------------------------------------------------------------------------------------------
PACCAR INC Agenda Number: 932273345
- --------------------------------------------------------------------------------------------------------------------------
Security: 693718108
Meeting Type: Annual
Meeting Date: 26-Apr-2005
Ticker: PCAR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN M. FLUKE, JR. Mgmt For For
STEPHEN F. PAGE Mgmt For For
MICHAEL A. TEMBREULL Mgmt For For
02 STOCKHOLDER PROPOSAL REGARDING ANNUAL ELECTION Shr For Against
OF THE ENTIRE BOARD OF DIRECTORS
03 STOCKHOLDER PROPOSAL REGARDING DIRECTOR VOTE Shr Against For
THRESHOLD
- --------------------------------------------------------------------------------------------------------------------------
PATTERSON-UTI ENERGY, INC. Agenda Number: 932330195
- --------------------------------------------------------------------------------------------------------------------------
Security: 703481101
Meeting Type: Annual
Meeting Date: 15-Jun-2005
Ticker: PTEN
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MARK S. SIEGEL Mgmt For For
CLOYCE A. TALBOTT Mgmt For For
A. GLENN PATTERSON Mgmt For For
KENNETH N. BERNS Mgmt For For
ROBERT C. GIST Mgmt For For
CURTIS W. HUFF Mgmt For For
TERRY H. HUNT Mgmt For For
KENNETH R. PEAK Mgmt For For
NADINE C. SMITH Mgmt For For
02 APPROVE THE ADOPTION OF THE PATTERSON-UTI ENERGY, Mgmt For For
INC 2005 LONG-TERM INCENTIVE PLAN (THE 2005
PLAN ).
03 RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS INDEPENDENT ACCOUNTANTS OF THE COMPANY
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
PEABODY ENERGY CORPORATION Agenda Number: 932305128
- --------------------------------------------------------------------------------------------------------------------------
Security: 704549104
Meeting Type: Annual
Meeting Date: 06-May-2005
Ticker: BTU
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
B.R. BROWN Mgmt For For
HENRY GIVENS, JR. Mgmt For For
JAMES R. SCHLESINGER Mgmt For For
SANDRA VAN TREASE Mgmt For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM.
03 APPROVAL OF INCREASE IN AUTHORIZED SHARES OF Mgmt For For
COMMON STOCK.
04 STOCKHOLDER PROPOSAL REGARDING DIRECTOR INDEPENDENCE Shr Against For
05 STOCKHOLDER PROPOSAL REGARDING CLASSIFIED BOARD. Shr For Against
06 STOCKHOLDER PROPOSAL REGARDING MAJORITY VOTING Shr Against For
REQUIREMENT.
- --------------------------------------------------------------------------------------------------------------------------
PEPSICO, INC. Agenda Number: 932284754
- --------------------------------------------------------------------------------------------------------------------------
Security: 713448108
Meeting Type: Annual
Meeting Date: 04-May-2005
Ticker: PEP
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
J.F. AKERS Mgmt For For
R.E. ALLEN Mgmt For For
R.L. HUNT Mgmt For For
A.C. MARTINEZ Mgmt For For
I.K. NOOYI Mgmt For For
S.S REINEMUND Mgmt For For
S.P. ROCKEFELLER Mgmt For For
J.J. SCHIRO Mgmt For For
F.A. THOMAS Mgmt For For
C.M. TRUDELL Mgmt For For
S.D. TRUJILLO Mgmt For For
D. VASELLA Mgmt For For
02 APPROVAL OF AUDITORS Mgmt For For
03 SHAREHOLDER PROPOSAL Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
PRAXAIR, INC. Agenda Number: 932270438
- --------------------------------------------------------------------------------------------------------------------------
Security: 74005P104
Meeting Type: Annual
Meeting Date: 26-Apr-2005
Ticker: PX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOSE ALVES Mgmt For For
IRA D. HALL Mgmt For For
RAYMOND W. LEBOEUF Mgmt For For
WAYNE T. SMITH Mgmt For For
ROBERT L. WOOD Mgmt For For
02 PROPOSAL TO APPROVE A NON-EMPLOYEE DIRECTORS Mgmt For For
EQUITY COMPENSATION PLAN.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF THE INDEPENDENT Mgmt For For
AUDITOR.
- --------------------------------------------------------------------------------------------------------------------------
QUALCOMM, INCORPORATED Agenda Number: 932255094
- --------------------------------------------------------------------------------------------------------------------------
Security: 747525103
Meeting Type: Annual
Meeting Date: 08-Mar-2005
Ticker: QCOM
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROBERT E. KAHN Mgmt For For
DUANE A. NELLES Mgmt Withheld Against
BRENT SCOWCROFT Mgmt For For
02 TO APPROVE AMENDMENTS TO THE COMPANY S RESTATED Mgmt For For
CERTIFICATE OF INCORPORATION TO ELIMINATE THE
CLASSIFIED BOARD AND CUMULATIVE VOTING.
03 TO APPROVE AMENDMENTS TO THE COMPANY S RESTATED Mgmt For For
CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
FROM 3 BILLION TO 6 BILLION.
04 TO APPROVE AMENDMENTS TO THE COMPANY S RESTATED Mgmt For For
CERTIFICATE OF INCORPORATION TO REMOVE UNNECESSARY
AND OUTDATED REFERENCES TO THE COMPANY S INITIAL
PUBLIC OFFERING.
05 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS
FOR THE COMPANY S FISCAL YEAR ENDING SEPTEMBER
25, 2005.
- --------------------------------------------------------------------------------------------------------------------------
RESMED INC Agenda Number: 932233543
- --------------------------------------------------------------------------------------------------------------------------
Security: 761152107
Meeting Type: Annual
Meeting Date: 18-Nov-2004
Ticker: RMD
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MICHAEL A. QUINN Mgmt For For
CHRISTOPHER BARTLETT Mgmt For For
02 TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT Mgmt For For
AUDITORS TO EXAMINE OUR CONSOLIDATED FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDING JUNE
30, 2005.
- --------------------------------------------------------------------------------------------------------------------------
ROBERT HALF INTERNATIONAL INC. Agenda Number: 932275185
- --------------------------------------------------------------------------------------------------------------------------
Security: 770323103
Meeting Type: Annual
Meeting Date: 03-May-2005
Ticker: RHI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ANDREW S. BERWICK, JR. Mgmt For For
FREDERICK P. FURTH Mgmt For For
EDWARD W. GIBBONS Mgmt For For
HAROLD M. MESSMER, JR. Mgmt For For
THOMAS J. RYAN Mgmt For For
J. STEPHEN SCHAUB Mgmt For For
M. KEITH WADDELL Mgmt For For
02 PROPOSAL REGARDING THE STOCK INCENTIVE PLAN. Mgmt For For
03 PROPOSAL REGARDING THE ANNUAL PERFORMANCE BONUS Mgmt For For
PLAN.
04 RATIFICATION OF APPOINTMENT OF AUDITOR. Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
ROYAL CARIBBEAN CRUISES LTD. Agenda Number: 932325928
- --------------------------------------------------------------------------------------------------------------------------
Security: V7780T103
Meeting Type: Annual
Meeting Date: 17-May-2005
Ticker: RCL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
LAURA LAVIADA Mgmt For For
EYAL OFER Mgmt For For
WILLIAM K. REILLY Mgmt For For
ARNE A. WILHELMSEN Mgmt For For
02 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED
ACCOUNTING FIRM FOR 2005.
- --------------------------------------------------------------------------------------------------------------------------
SCHLUMBERGER LIMITED (SCHLUMBERGER N Agenda Number: 932274703
- --------------------------------------------------------------------------------------------------------------------------
Security: 806857108
Meeting Type: Annual
Meeting Date: 13-Apr-2005
Ticker: SLB
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
J. DEUTCH Mgmt Split 47% For 53% Withheld Split
J.S. GORELICK Mgmt For For
A. GOULD Mgmt For For
T. ISAAC Mgmt For For
A. LAJOUS Mgmt For For
A. LEVY-LANG Mgmt For For
M.E. MARKS Mgmt For For
D. PRIMAT Mgmt For For
T.I. SANDVOLD Mgmt For For
N. SEYDOUX Mgmt For For
L.G. STUNTZ Mgmt For For
R. TALWAR Mgmt For For
02 ADOPTION AND APPROVAL OF FINANCIALS AND DIVIDENDS Mgmt For For
3A ADOPTION OF MANDATORY AMENDMENTS TO THE ARTICLES Mgmt For For
OF INCORPORATION
3B ADOPTION OF VOLUNTARY AMENDMENTS TO THE ARTICLES Mgmt For For
OF INCORPORATION
4 APPROVAL OF ADOPTION OF THE SCHLUMBERGER 2005 Mgmt For For
OPTION PLAN
5 APPROVAL OF ADOPTION OF AN AMENDMENT TO THE Mgmt For For
SCHLUMBERGER DISCOUNTED STOCK PURCHASE PLAN
6 APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING Mgmt For For
FIRM
- --------------------------------------------------------------------------------------------------------------------------
SOUTHWEST AIRLINES CO. Agenda Number: 932310941
- --------------------------------------------------------------------------------------------------------------------------
Security: 844741108
Meeting Type: Annual
Meeting Date: 18-May-2005
Ticker: LUV
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
COLLEEN C. BARRETT Mgmt For For
GARY C. KELLY Mgmt For For
JOHN T. MONTFORD Mgmt For For
02 RATIFICATION OF THE SELECTION OF ERNST & YOUNG Mgmt For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
STAPLES, INC. Agenda Number: 932337884
- --------------------------------------------------------------------------------------------------------------------------
Security: 855030102
Meeting Type: Annual
Meeting Date: 13-Jun-2005
Ticker: SPLS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
BRENDA C. BARNES Mgmt For For
MARY ELIZABETH BURTON Mgmt For For
RICHARD J. CURRIE Mgmt For For
ROWLAND T. MORIARTY Mgmt For For
02 TO APPROVE STAPLES AMENDED AND RESTATED 2004 Mgmt For For
STOCK INCENTIVE PLAN INCREASING THE TOTAL NUMBER
OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE
UNDER THE PLAN.
03 TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE Mgmt For For
OF ERNST & YOUNG LLP AS STAPLES INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT
FISCAL YEAR.
04 TO ACT ON A SHAREHOLDER PROPOSAL ON REDEEM OR Shr Split 44% For 56% Against Split
VOTE POISON PILL.
- --------------------------------------------------------------------------------------------------------------------------
STARBUCKS CORPORATION Agenda Number: 932248873
- --------------------------------------------------------------------------------------------------------------------------
Security: 855244109
Meeting Type: Annual
Meeting Date: 09-Feb-2005
Ticker: SBUX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
BARBARA BASS-CL 3 Mgmt For For
MELLODY HOBSON-CL 3 Mgmt For For
OLDEN LEE-CL 3 Mgmt For For
HOWARD SCHULTZ-CL 3 Mgmt For For
02 PROPOSAL TO APPROVE THE STARBUCKS CORPORATION Mgmt For For
2005 EQUITY INCENTIVE PLAN, INCLUDING THE RESERVATION
OF AN ADDITIONAL 24,000,000 SHARES OF COMMON
STOCK THAT MAY BE ISSUED UNDER THE PLAN.
03 PROPOSAL TO RATIFY THE SELECTION OF DELOITTE Mgmt For For
& TOUCHE LLP AS THE COMPANY S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING OCTOBER 2, 2005.
04 PROPOSAL TO REQUIRE THE BOARD OF DIRECTORS OF Shr Against For
THE COMPANY TO ESTABLISH A POLICY AND GOAL
OF PURCHASING ALL OR SUBSTANTIALLY ALL OF ITS
COFFEE AS FAIR TRADE CERTIFIED (TM) COFFEE
BY 2010, IF PROPERLY PRESENTED AT THE MEETING.
- --------------------------------------------------------------------------------------------------------------------------
STRYKER CORPORATION Agenda Number: 932279652
- --------------------------------------------------------------------------------------------------------------------------
Security: 863667101
Meeting Type: Annual
Meeting Date: 26-Apr-2005
Ticker: SYK
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN W. BROWN Mgmt For For
HOWARD E. COX, JR. Mgmt For For
D.M. ENGELMAN, PH.D. Mgmt For For
JEROME H. GROSSMAN, MD Mgmt For For
STEPHEN P. MACMILLAN Mgmt For For
WILLIAM U. PARFET Mgmt For For
RONDA E. STRYKER Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
SYMANTEC CORPORATION Agenda Number: 932210026
- --------------------------------------------------------------------------------------------------------------------------
Security: 871503108
Meeting Type: Annual
Meeting Date: 15-Sep-2004
Ticker: SYMC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
TANIA AMOCHAEV Mgmt For For
WILLIAM T. COLEMAN Mgmt For For
FRANCISCUS LION Mgmt For For
DAVID MAHONEY Mgmt For For
ROBERT S. MILLER Mgmt For For
GEORGE REYES Mgmt For For
DANIEL H. SCHULMAN Mgmt For For
JOHN W. THOMPSON Mgmt For For
02 TO APPROVE THE ADOPTION OF SYMANTEC S AMENDED Mgmt For For
AND RESTATED CERTIFICATE OF INCORPORATION WHICH
WOULD INCREASE THE NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK FROM 900,000,000 TO 1,600,000,000.
03 TO APPROVE THE ADOPTION OF THE SYMANTEC 2004 Mgmt For For
EQUITY INCENTIVE PLAN, AND THE RESERVATION
OF 9,000,000 SHARES OF COMMON STOCK FOR ISSUANCE
THEREUNDER.
04 TO APPROVE AMENDMENTS TO SYMANTEC S 2000 DIRECTOR Mgmt For For
EQUITY INCENTIVE PLAN, AS AMENDED (THE DIRECTOR
PLAN ), TO INCREASE THE NUMBER OF SHARES AUTHORIZED
FOR ISSUANCE THEREUNDER FROM 25,000 TO 50,000
AND TO PROVIDE FOR PROPORTIONATE ADJUSTMENT
TO SHARES SUBJECT TO THE DIRECTOR PLAN UPON
ANY STOCK DIVIDEND, STOCK SPLIT OR SIMILAR
CHANGE IN SYMANTEC S CAPITAL STRUCTURE.
05 TO RATIFY THE SELECTION OF KPMG LLP AS SYMANTEC Mgmt For For
S INDEPENDENT AUDITORS FOR THE 2005 FISCAL
YEAR.
- --------------------------------------------------------------------------------------------------------------------------
SYSCO CORPORATION Agenda Number: 932224431
- --------------------------------------------------------------------------------------------------------------------------
Security: 871829107
Meeting Type: Annual
Meeting Date: 12-Nov-2004
Ticker: SYY
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
COLIN G. CAMPBELL Mgmt For For
JOHN M. CASSADAY Mgmt Withheld Against
J.K. STUBBLEFIELD, JR. Mgmt For For
JACKIE M. WARD Mgmt For For
02 APPROVAL OF RATIFICATION OF APPOINTMENT OF ERNST Mgmt For For
& YOUNG LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS
FOR FISCAL 2005.
03 APPROVAL OF THE 2004 STOCK OPTION PLAN. Mgmt For For
04 APPROVAL OF THE PAYMENT OF COMPENSATION TO CERTAIN Mgmt For For
EXECUTIVE OFFICERS UNDER THE 2004 LONG-TERM
INCENTIVE CASH PLAN PURSUANT TO SECTION 162(M)
OF THE INTERNAL REVENUE CODE.
05 SHAREHOLDER PROPOSAL REQUESTING THAT THE BOARD Shr Against For
REVIEW THE COMPANY S POLICIES FOR FOOD PRODUCTS
CONTAINING GENETICALLY ENGINEERED INGREDIENTS
AND REPORT TO SHAREHOLDERS WITHIN SIX MONTHS.
- --------------------------------------------------------------------------------------------------------------------------
TEXAS INSTRUMENTS INCORPORATED Agenda Number: 932268863
- --------------------------------------------------------------------------------------------------------------------------
Security: 882508104
Meeting Type: Annual
Meeting Date: 21-Apr-2005
Ticker: TXN
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
J.R. ADAMS Mgmt For For
D.L. BOREN Mgmt For For
D.A. CARP Mgmt For For
C.S. COX Mgmt For For
T.J. ENGIBOUS Mgmt For For
G.W. FRONTERHOUSE Mgmt For For
D.R. GOODE Mgmt For For
P.H. PATSLEY Mgmt For For
W.R. SANDERS Mgmt For For
R.J. SIMMONS Mgmt For For
R.K. TEMPLETON Mgmt For For
C.T. WHITMAN Mgmt For For
02 BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2005.
03 BOARD PROPOSAL TO APPROVE THE TI EMPLOYEES 2005 Mgmt For For
STOCK PURCHASE PLAN.
04 BOARD PROPOSAL TO REAPPROVE THE MATERIAL TERMS Mgmt For For
OF THE PERFORMANCE GOALS UNDER THE TEXAS INSTRUMENTS
2000 LONG-TERM INCENTIVE PLAN.
- --------------------------------------------------------------------------------------------------------------------------
THE ESTEE LAUDER COMPANIES INC. Agenda Number: 932224227
- --------------------------------------------------------------------------------------------------------------------------
Security: 518439104
Meeting Type: Annual
Meeting Date: 05-Nov-2004
Ticker: EL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
AERIN LAUDER Mgmt For For
WILLIAM P. LAUDER Mgmt For For
RICHARD D. PARSONS Mgmt For For
LYNN F. DE ROTHSCHILD Mgmt For For
02 RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT Mgmt For For
AUDITORS FOR THE 2005 FISCAL YEAR.
- --------------------------------------------------------------------------------------------------------------------------
THE GOLDMAN SACHS GROUP, INC. Agenda Number: 932263609
- --------------------------------------------------------------------------------------------------------------------------
Security: 38141G104
Meeting Type: Annual
Meeting Date: 06-Apr-2005
Ticker: GS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN H. BRYAN Mgmt For For
STEPHEN FRIEDMAN Mgmt For For
WILLIAM W. GEORGE Mgmt For For
HENRY M. PAULSON, JR. Mgmt For For
02 APPROVAL OF AMENDMENTS TO OUR AMENDED AND RESTATED Mgmt For For
CERTIFICATE OF INCORPORATION TO PROVIDE FOR
THE ANNUAL ELECTION OF ALL OF OUR DIRECTORS.
03 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS OUR INDEPENDENT AUDITORS FOR OUR 2005
FISCAL YEAR.
- --------------------------------------------------------------------------------------------------------------------------
THE HOME DEPOT, INC. Agenda Number: 932306079
- --------------------------------------------------------------------------------------------------------------------------
Security: 437076102
Meeting Type: Annual
Meeting Date: 26-May-2005
Ticker: HD
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GREGORY D. BRENNEMAN Mgmt For For
RICHARD H. BROWN Mgmt For For
JOHN L. CLENDENIN Mgmt For For
BERRY R. COX Mgmt For For
CLAUDIO X. GONZALEZ Mgmt For For
MILLEDGE A. HART, III Mgmt For For
BONNIE G. HILL Mgmt For For
LABAN P. JACKSON, JR. Mgmt For For
LAWRENCE R. JOHNSTON Mgmt For For
KENNETH G. LANGONE Mgmt For For
ROBERT L. NARDELLI Mgmt For For
THOMAS J. RIDGE Mgmt For For
02 COMPANY PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL 2005.
03 COMPANY PROPOSAL TO AMEND THE SIXTH ARTICLE Mgmt For For
OF THE COMPANY S CERTIFICATE OF INCORPORATION.
04 COMPANY PROPOSAL TO APPROVE THE HOME DEPOT, Mgmt For For
INC. 2005 OMNIBUS STOCK INCENTIVE PLAN.
05 STOCKHOLDER PROPOSAL REGARDING EMPLOYMENT DIVERSITY Shr Against For
REPORT DISCLOSURE.
06 STOCKHOLDER PROPOSAL REGARDING METHOD OF VOTING. Shr Against For
07 STOCKHOLDER PROPOSAL REGARDING NONDEDUCTIBLE Shr Against For
COMPENSATION.
08 STOCKHOLDER PROPOSAL REGARDING FUTURE SEVERANCE Shr Against For
AGREEMENTS.
09 STOCKHOLDER PROPOSAL REGARDING PERFORMANCE AND Shr Against For
TIME-BASED RESTRICTED SHARES.
10 STOCKHOLDER PROPOSAL REGARDING PERFORMANCE-BASED Shr Against For
OPTIONS.
11 STOCKHOLDER PROPOSAL REGARDING POLITICAL NONPARTISANSHIP. Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
THE PROCTER & GAMBLE COMPANY Agenda Number: 932215785
- --------------------------------------------------------------------------------------------------------------------------
Security: 742718109
Meeting Type: Annual
Meeting Date: 12-Oct-2004
Ticker: PG
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
R. KERRY CLARK Mgmt For For
JOSEPH T. GORMAN Mgmt For For
LYNN M. MARTIN Mgmt For For
RALPH SNYDERMAN Mgmt For For
ROBERT D. STOREY Mgmt For For
02 RATIFY APPOINTMENT OF THE INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM
03 APPROVE AMENDMENT TO AMENDED ARTICLES OF INCORPORATION Mgmt For For
TO INCREASE THE AUTHORIZED NUMBER OF SHARES
OF COMMON STOCK
04 APPROVE AMENDMENT TO CODE OF REGULATIONS TO Mgmt Split 53% For 47% Against Split
PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS
05 SHAREHOLDER PROPOSAL NO. 1 IN-HOME FOOD STUDIES Shr Against For
FOR PET NUTRITION
- --------------------------------------------------------------------------------------------------------------------------
THE WALT DISNEY COMPANY Agenda Number: 932252567
- --------------------------------------------------------------------------------------------------------------------------
Security: 254687106
Meeting Type: Annual
Meeting Date: 11-Feb-2005
Ticker: DIS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN E. BRYSON Mgmt For For
JOHN S. CHEN Mgmt For For
MICHAEL D. EISNER Mgmt For For
JUDITH L. ESTRIN Mgmt For For
ROBERT A. IGER Mgmt For For
FRED H. LANGHAMMER Mgmt For For
AYLWIN B. LEWIS Mgmt For For
MONICA C. LOZANO Mgmt For For
ROBERT W. MATSCHULLAT Mgmt For For
GEORGE J. MITCHELL Mgmt For For
LEO J. O'DONOVAN, S.J. Mgmt For For
GARY L. WILSON Mgmt For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS THE COMPANY S REGISTERED PUBLIC ACCOUNTANTS
FOR 2005.
03 TO APPROVE THE 2005 STOCK INCENTIVE PLAN. Mgmt For For
04 TO APPROVE THE SHAREHOLDER PROPOSAL RELATING Shr For Against
TO GREENMAIL.
05 TO APPROVE THE SHAREHOLDER PROPOSAL RELATING Shr Against For
TO CHINA LABOR STANDARDS.
- --------------------------------------------------------------------------------------------------------------------------
UNITED PARCEL SERVICE, INC. Agenda Number: 932278662
- --------------------------------------------------------------------------------------------------------------------------
Security: 911312106
Meeting Type: Annual
Meeting Date: 05-May-2005
Ticker: UPS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN J. BEYSTEHNER Mgmt For For
MICHAEL L. ESKEW Mgmt For For
JAMES P. KELLY Mgmt For For
ANN M. LIVERMORE Mgmt For For
GARY E. MACDOUGAL Mgmt For For
VICTOR A. PELSON Mgmt For For
LEA N. SOUPATA Mgmt For For
JOHN W. THOMPSON Mgmt Split 21% For 79% Withheld Split
CAROL B. TOME Mgmt Split 79% For 21% Withheld Split
BEN VERWAAYEN Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS UPS S AUDITORS FOR THE YEAR
ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
UNITEDHEALTH GROUP INCORPORATED Agenda Number: 932303491
- --------------------------------------------------------------------------------------------------------------------------
Security: 91324P102
Meeting Type: Annual
Meeting Date: 03-May-2005
Ticker: UNH
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
THOMAS H. KEAN Mgmt For For
ROBERT L. RYAN Mgmt For For
WILLIAM G. SPEARS Mgmt For For
GAIL R. WILENSKY, PH.D. Mgmt For For
02 RATIFICATION OF DELOITTE & TOUCHE LLP AS INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2005.
03 SHAREHOLDER PROPOSAL CONCERNING PERFORMANCE-VESTING Shr Against For
SHARES.
04 SHAREHOLDER PROPOSAL CONCERNING PERFORMANCE-BASED Shr Against For
OPTIONS.
- --------------------------------------------------------------------------------------------------------------------------
VERISIGN, INC. Agenda Number: 932326045
- --------------------------------------------------------------------------------------------------------------------------
Security: 92343E102
Meeting Type: Annual
Meeting Date: 26-May-2005
Ticker: VRSN
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
SCOTT G. KRIENS Mgmt For For
LEN J. LAUER Mgmt For For
STRATTON D. SCLAVOS Mgmt For For
02 PROPOSAL TO AMEND THE 1998 DIRECTORS STOCK OPTION Mgmt Against Against
PLAN TO INCREASE THE SIZE OF INITIAL OPTION
GRANTS AND ANNUAL OPTION GRANTS TO NON-EMPLOYEE
DIRECTORS TO 50,000 SHARES AND 25,000 SHARES,
RESPECTIVELY.
03 PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP Mgmt For For
AS INDEPENDENT AUDITORS FOR THE YEAR ENDING
DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
WACHOVIA CORPORATION Agenda Number: 932226889
- --------------------------------------------------------------------------------------------------------------------------
Security: 929903102
Meeting Type: Special
Meeting Date: 28-Oct-2004
Ticker: WB
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 A PROPOSAL TO APPROVE THE PLAN OF MERGER CONTAINED Mgmt For For
IN THE AGREEMENT AND PLAN OF MERGER, DATED
AS OF JUNE 20, 2004, BETWEEN SOUTHTRUST CORPORATION
AND WACHOVIA, PURSUANT TO WHICH SOUTHTRUST
WILL MERGE WITH AND INTO WACHOVIA, AS MORE
FULLY DESCRIBED IN THE JOINT PROXY STATEMENT-PROSPECTUS
DATED SEPTEMBER 24, 2004.
- --------------------------------------------------------------------------------------------------------------------------
WAL-MART STORES, INC. Agenda Number: 932316070
- --------------------------------------------------------------------------------------------------------------------------
Security: 931142103
Meeting Type: Annual
Meeting Date: 03-Jun-2005
Ticker: WMT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES W. BREYER Mgmt For For
M. MICHELE BURNS Mgmt For For
DOUGLAS N. DAFT Mgmt For For
DAVID D. GLASS Mgmt For For
ROLAND A. HERNANDEZ Mgmt For For
JOHN D. OPIE Mgmt For For
J. PAUL REASON Mgmt For For
H. LEE SCOTT, JR. Mgmt For For
JACK C. SHEWMAKER Mgmt For For
JOSE H. VILLARREAL Mgmt For For
JOHN T. WALTON Mgmt For For
S. ROBSON WALTON Mgmt For For
CHRISTOPHER J. WILLIAMS Mgmt For For
LINDA S. WOLF Mgmt For For
02 APPROVAL OF THE WAL-MART STORES, INC. STOCK Mgmt For For
INCENTIVE PLAN OF 2005, AS AMENDED
03 RATIFICATION OF INDEPENDENT ACCOUNTANTS Mgmt For For
04 A SHAREHOLDER PROPOSAL REGARDING AN EXECUTIVE Shr Against For
COMPENSATION FRAMEWORK
05 A SHAREHOLDER PROPOSAL REGARDING A SUSTAINABILITY Shr Against For
REPORT
06 A SHAREHOLDER PROPOSAL REGARDING AN EQUITY COMPENSATION Shr Against For
REPORT
07 A SHAREHOLDER PROPOSAL REGARDING A POLITICAL Shr Against For
CONTRIBUTIONS REPORT
08 A SHAREHOLDER PROPOSAL REGARDING AN EQUAL EMPLOYMENT Shr Against For
OPPORTUNITY REPORT
09 A SHAREHOLDER PROPOSAL REGARDING A DIRECTOR Shr Against For
ELECTION MAJORITY VOTE STANDARD
10 A SHAREHOLDER PROPOSAL REGARDING BOARD INDEPENDENCE Shr Against For
11 A SHAREHOLDER PROPOSAL REGARDING PERFORMANCE-VESTING Shr Against For
SHARES
- --------------------------------------------------------------------------------------------------------------------------
WELLS FARGO & COMPANY Agenda Number: 932269055
- --------------------------------------------------------------------------------------------------------------------------
Security: 949746101
Meeting Type: Annual
Meeting Date: 26-Apr-2005
Ticker: WFC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
J.A. BLANCHARD III Mgmt For For
SUSAN E. ENGEL Mgmt For For
ENRIQUE HERNANDEZ, JR. Mgmt For For
ROBERT L. JOSS Mgmt For For
REATHA CLARK KING Mgmt For For
RICHARD M. KOVACEVICH Mgmt For For
RICHARD D. MCCORMICK Mgmt For For
CYNTHIA H. MILLIGAN Mgmt Split 52% For 48% Withheld Split
PHILIP J. QUIGLEY Mgmt For For
DONALD B. RICE Mgmt Split 52% For 48% Withheld Split
JUDITH M. RUNSTAD Mgmt Split 52% For 48% Withheld Split
STEPHEN W. SANGER Mgmt For For
SUSAN G. SWENSON Mgmt For For
MICHAEL W. WRIGHT Mgmt Split 52% For 48% Withheld Split
02 PROPOSAL TO APPROVE THE COMPANY S AMENDED AND Mgmt For For
RESTATED LONG-TERM INCENTIVE COMPENSATION PLAN.
03 PROPOSAL TO RATIFY APPOINTMENT OF KPMG LLP AS Mgmt For For
INDEPENDENT AUDITORS FOR 2005.
04 STOCKHOLDER PROPOSAL REGARDING PAYDAY LENDING. Shr Against For
05 STOCKHOLDER PROPOSAL REGARDING EXECUTIVE COMPENSATION Shr Against For
AND PREDATORY LENDING.
06 STOCKHOLDER PROPOSAL REGARDING PERFORMANCE SHARES. Shr Split 48% For 52% Against Split
07 STOCKHOLDER PROPOSAL REGARDING CHIEF EXECUTIVE Shr Against For
OFFICER COMPENSATION.
08 STOCKHOLDER PROPOSAL REGARDING SEPARATION OF Shr Split 48% For 52% Against Split
BOARD CHAIR AND CEO POSITIONS.
- --------------------------------------------------------------------------------------------------------------------------
WM. WRIGLEY JR. COMPANY Agenda Number: 932259648
- --------------------------------------------------------------------------------------------------------------------------
Security: 982526105
Meeting Type: Annual
Meeting Date: 08-Mar-2005
Ticker: WWY
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN RAU Mgmt For For
RICHARD K. SMUCKER Mgmt For For
WILLIAM WRIGLEY, JR. Mgmt For For
02 TO AMEND ARTICLE FOURTH OF THE COMPANY S SECOND Mgmt Against Against
RESTATED CERTIFICATE OF INCORPORATION TO INCREASE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
AND CLASS B COMMON STOCK.
03 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS Mgmt For For
ERNST & YOUNG LLP FOR THE YEAR ENDING 12/31/05.
04 TO VOTE ON A STOCKHOLDER PROPOSAL REGARDING Shr Against For
A CHANGE TO THE PROXY CARD.
- --------------------------------------------------------------------------------------------------------------------------
YAHOO! INC. Agenda Number: 932302069
- --------------------------------------------------------------------------------------------------------------------------
Security: 984332106
Meeting Type: Annual
Meeting Date: 19-May-2005
Ticker: YHOO
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
TERRY S. SEMEL Mgmt For For
JERRY YANG Mgmt For For
ROY J. BOSTOCK Mgmt For For
RONALD W. BURKLE Mgmt For For
ERIC HIPPEAU Mgmt For For
ARTHUR H. KERN Mgmt Withheld Against
ROBERT A. KOTICK Mgmt Withheld Against
EDWARD R. KOZEL Mgmt For For
GARY L. WILSON Mgmt Withheld Against
02 AMENDMENT OF THE 1995 STOCK PLAN. Mgmt For For
03 AMENDMENT OF THE 1996 DIRECTORS STOCK OPTION Mgmt For For
PLAN.
04 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTANTS.
- --------------------------------------------------------------------------------------------------------------------------
YUM! BRANDS, INC. Agenda Number: 932277076
- --------------------------------------------------------------------------------------------------------------------------
Security: 988498101
Meeting Type: Annual
Meeting Date: 19-May-2005
Ticker: YUM
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 AMENDMENT TO RESTATED ARTICLES OF INCORPORATION Mgmt For For
(ITEM 1, PAGE 14 OF PROXY)
02 DIRECTOR
DAVID W. DORMAN Mgmt For For
MASSIMO FERRAGAMO Mgmt For For
J. DAVID GRISSOM Mgmt For For
BONNIE HILL Mgmt For For
ROBERT HOLLAND, JR. Mgmt For For
KENNETH G. LANGONE Mgmt Withheld Against
JONATHAN S. LINEN Mgmt For For
DAVID C. NOVAK Mgmt For For
ANDRALL E. PEARSON Mgmt For For
THOMAS M. RYAN Mgmt For For
JACKIE TRUJILLO Mgmt For For
ROBERT J. ULRICH Mgmt For For
03 ALTERNATE VOTING (ITEM 3, PAGE 21 OF PROXY), Mgmt For For
IF ITEM 1 OF PROXY IS NOT APPROVED: ELECTION
OF FOUR CLASS II DIRECTORS: DAVID W. DORMAN,
MASSIMO FERRAGAMO, THOMAS M. RYAN; AND ROBERT
J. ULRICH AND ELECTION OF ONE CLASS I DIRECTOR
JONATHAN S. LINEN. (IF YOU WISH TO WITHHOLD
YOUR VOTE FROM A SPECIFIC TRUSTEE IN PROPOSAL
2, YOU MUST MAIL YOUR PROXY CARD. IF YOU WISH
TO VOTE THE SAME WAY FOR ALL TRUSTEES, TELEPHONE
AND INTERNET SERVICES ARE AVAILABLE)
04 RATIFICATION OF INDEPENDENT AUDITORS (PAGE 22 Mgmt For For
OF PROXY)
05 SHAREHOLDER PROPOSAL RELATING TO A SUSTAINABILITY Shr Against For
REPORT (PAGE 23 OF PROXY)
06 SHAREHOLDER PROPOSAL RELATING TO A DIVERSITY Shr Against For
REPORT (PAGE 26 OF PROXY)
07 SHAREHOLDER PROPOSAL RELATING TO THE MACBRIDE Shr Against For
PRINCIPLES (PAGE 29 OF PROXY)
08 SHAREHOLDER PROPOSAL RELATING TO A GENETICALLY Shr Against For
ENGINEERED FOOD REPORT (PAGE 31 OF PROXY)
09 SHAREHOLDER PROPOSAL RELATING TO AN ANIMAL WELFARE Shr Against For
STANDARDS REPORT (PAGE 34 OF PROXY)
- --------------------------------------------------------------------------------------------------------------------------
ZIMMER HOLDINGS, INC. Agenda Number: 932281924
- --------------------------------------------------------------------------------------------------------------------------
Security: 98956P102
Meeting Type: Annual
Meeting Date: 02-May-2005
Ticker: ZMH
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
J. RAYMOND ELLIOTT Mgmt For For
02 AMENDMENT TO ZIMMER HOLDINGS, INC. TEAMSHARE Mgmt For For
STOCK OPTION PLAN
03 AUDITOR RATIFICATION Mgmt For For
04 STOCKHOLDER PROPOSAL RELATING TO AUDITOR INDEPENDENCE Shr Against For
Managers Emerging Markets Fund
- --------------------------------------------------------------------------------------------------------------------------
ADVANCED INFO SERVICE PUBLIC CO LTD Agenda Number: 700645736
- --------------------------------------------------------------------------------------------------------------------------
Security: Y0014U183
Meeting Type: AGM
Meeting Date: 30-Mar-2005
Ticker:
ISIN: TH0268010Z11
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the matters to be inform Mgmt For *
2. Approve to certify the minutes of the AGM of Mgmt For *
2004 held on 23 APR 2004
3. Approve to certify the results of operation Mgmt For *
for the year 2004
4. Approve the balance sheet, statement of income Mgmt For *
and statement of cash flow for the year 2004
ended 31 DEC 2004
5. Appoint the Company s Auditors and approve to Mgmt For *
determine the Auditors remuneration for the
YE 2005
6. Approve the dividend payment to the shareholders Mgmt For *
for the FY 2004
7. Appoint the Directors and approve to determine Mgmt For *
the Directors remuneration for 2005
8. Approve the issuance and offering of warrants Mgmt For *
of 9,794,800 units 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 Mgmt For *
shares at par 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 Mgmt For *
and employees who are eligible for the warrants
exceeding 5% of the ESOP Grant IV
11. Approve the allotment of 620,000 additional Mgmt For *
ordinary shares, at par 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 Against *
- --------------------------------------------------------------------------------------------------------------------------
ADVANCED SEMICONDUCTOR ENGINEERING INC Agenda Number: 700696555
- --------------------------------------------------------------------------------------------------------------------------
Security: Y00153109
Meeting Type: AGM
Meeting Date: 30-Jun-2005
Ticker:
ISIN: TW0002311008
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
AS PER TRUST ASSOCIATION S PROXY VOTING GUIDELINES, Non-Voting No vote
EVERY SHAREHOLDER IS ELIGIBLE TO BE NOMINATED
AS A CANDIDATE AND BE ELECTED AS A DIRECTOR
OR A SUPERVISOR, REGARDLESS OF BEING RECOMMENDED
BY THE COMPANY AND/OR BY OTHER PARTIES. IF
YOU INTEND TO VOTE FOR A LISTED CANDIDATE,
YOU WILL NEED TO CONTACT THE CANDIDATE AND/OR
THE ISSUING COMPANY TO OBTAIN THE CANDIDATE
S NAME AND ID NUMBER. WITHOUT SUCH SPECIFIC
INFORMATION, AN ELECTION WOULD BE DEEMED AS
A NO VOTE
1.1 Approve the report of business operating results Mgmt For *
for 2004
1.2 Approve to rectify the financial statements Mgmt For *
of 2004 by the Company Supervisors
1.3 Approve the status report of endorsements, guarantees Mgmt For *
and lenging the Company excess capital to the
third party
1.4 Approve the report on the status of investments Mgmt For *
in Mainland China
1.5 Approve the report on the status of the Merger Mgmt For *
of ASE Inc. with ASE Chung-Li Inc. and ASE
Material Inc.
2.1 Approve the financial statements of FY 2004 Mgmt For *
2.2 Approve the distribution of profits of FY 2004; Mgmt For *
cash dividend: TWD 0.1 per share
3.1 Approve to issue new shares from the distribution Mgmt For *
of profits, employees bonus and capital reserves;
stock dividend FM R/E: 70/1000; stock dividend:
30/1000
3.2 Amend the Articles of Incorporation Mgmt Against *
3.3 Authorize the Board to increase the capital Mgmt Against *
for GDR, issuing rights shares of overseas
CB
3.4 Authorize the Board to increase capital for Mgmt Against *
GDR, issuing rights shares of overseas CB through
private placement
3.5 Approve the investment in Mainland China Mgmt For *
4. Re-elect one domestic Director of the Company Mgmt For *
5. Other proposals and extraordinary motions Other Abstain *
- --------------------------------------------------------------------------------------------------------------------------
ANGLO AMERICAN PLC Agenda Number: 700666766
- --------------------------------------------------------------------------------------------------------------------------
Security: G03764100
Meeting Type: AGM
Meeting Date: 20-Apr-2005
Ticker:
ISIN: GB0004901517
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and adopt the financial statements comprising Mgmt For *
the consolidated financial statements of the
Anglo American Group and the unconsolidated
financial statements of Anglo American plc
incorporated therein and the reports of the
Directors and the Auditors for the YE 31 DEC
2004
2. Declare a final dividend of 51 US cents per Mgmt For *
ordinary share, which, together with the iterim
dividend declared in August and paid in September
2004, will result in a total dividend in respect
of the YE 31 DEC 2004 of 70 US cents per ordinary
share
3. Elect Mr. R. Medori as a Director with effect Mgmt For *
from 01 JUN 2005, in accordance with the provisions
of the Articles of Association of the Company
4. Elect Mr. R.C. Alexander as a Director, in accordance Mgmt For *
with the provisions of the Articles of Association
of the Company
5. Elect Mr. D.A. Hathom as a Director, in accordance Mgmt For *
with the provisions of the Articles of Association
of the Company
6. Elect Mr. S.R. Thompson as a Director, in accordance Mgmt For *
with the provisions of the Articles of Association
of the Company
7. Re-elect Mr. R.M. Godsell as a Director, in Mgmt For *
accordance with the provisions of the Articles
of Association of the Company
8. Re-elect Mr. A.J. Trahar as a Director, in accordance Mgmt For *
with the provisions of the Articles of Association
of the Company
9. Re-elect Professor K.A.L.M. Van Miert as a Director, Mgmt For *
in accordance with the provisions of the Articles
of Association of the Company
10. Re-appoint Deloitte & Touche LLP Auditors for Mgmt For *
the ensuing year
11. Authorize the Directors to determine the remuneration Mgmt For *
of the Auditors
12. Approve the Directors remuneration report for Mgmt For *
the YE 31 DEC 2004 set out in the annual report
13. Approve that the authority to allot relevant Mgmt For *
securities conferred on the Directors by Article
9.2 of the Company s Articles of Association
be renewed until the date of the AGM in 2006
up to an aggregate nominal amount of USD 248,500,00
497 million ordinary shares
S.14 Approve that subject to the passing of ordinary Mgmt For *
Resolution 13, the power to allot equity securities
wholly for cash conferred on the Directors
by Article 9.3 of the Company s Articles of
Association be renewed for the period referred
to in such resolution up to an aggregate nominal
amount of USD 37,250,000 74.5 million ordinary
shares
S.15 Authorize the Company, for the purpose of Section Mgmt For *
166 of the Companies Act 1985, to make market
purchases Section 163(3) of the Companies
Act 1985 of 149 million ordinary shares of
USD 0.50 each in the capital of the Company,
at a minimum price of USD 0.50 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 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
- --------------------------------------------------------------------------------------------------------------------------
BARLOWORLD LTD Agenda Number: 700629910
- --------------------------------------------------------------------------------------------------------------------------
Security: S08470189
Meeting Type: AGM
Meeting Date: 20-Jan-2005
Ticker:
ISIN: ZAE000026639
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and adopt the Group financial statements, Mgmt For *
incorporating the Auditor s report, for the
YE 30 SEP 2004
2. Re-elect Mr. W.A.M. Clewlow, Mr. B.P. Diamond, Mgmt For *
Mr. Gomersall, Mr. D.B. Ntsebeza, Mr. E.P Theron,
Mr. G. Rodriguez de Castro Garcia de los Rios
and Mr. P.J. Blackbeard as the Directors
3. Approve the retention of Deloitte & Touche as Mgmt For *
the External Auditors of the Company and of
the Group for the YE 30 SEP 2005
4. Approve that, in terms of Article 61 of the Mgmt For *
Company s Articles of Association, the fees
payable to the Chairman and the Non-Executive
Directors for their services to the Board,
Audit Committee and Board Committees be revised
with effect from 01 JAN 2005 as specified
5. Authorize the Directors, in terms of Section Mgmt For *
221 (2) of the South African Companies Act,
1973, as amended, to allot and issue in accordance
with and for the purposes of the Barloworld
Share Option Scheme, unissued ordinary shares
in the authorized capital of the Company equal
to not more than 12.5% of the total issued
ordinary shares of the Company; in addition
and in accordance with the provisions of the
Barloworld Share Option Scheme and the Barloworld
Share Purchase Scheme, to allot such number
of ordinary shares as have, from time to time,
been taken up and paid for in full in terms
of those schemes by retired employees or former
employees after the expiry of one year from
the date on which such employees ceased to
be employed or became retired and the shares
in question had been paid for in full; further,
that the Directors referred to hereafter having
been granted options and in the case of Mr.
P.J. Blackbeard in the years prior to his appointment
as a Director of the Company in terms of the
Barloworld Share Option Scheme as approved
and adopted by the Company on 01 JUL 1985,
the Company hereby approves in terms of Section
222(1)(a) of the South African Companies Act,
1973, as amended, the allotment and issue to
any Director, of the number of shares specified
S.6 Amend Article 69.4.2.3 of the Company s Articles Mgmt For *
of Association
- --------------------------------------------------------------------------------------------------------------------------
CESKY TELECOM A.S., PRAHA Agenda Number: 700634543
- --------------------------------------------------------------------------------------------------------------------------
Security: X1168W109
Meeting Type: EGM
Meeting Date: 03-Feb-2005
Ticker:
ISIN: CZ0009093209
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Start Mgmt Abstain *
2. Adopt the agenda of EGM; elect the Board of Mgmt For *
EGM, minutes Clerk, minutes Verifiers, Scrutineers
3. Approve to change the rules of remuneration Mgmt Against *
of the Members of the Supervisory Board of
the Company
4. End Mgmt Abstain *
- --------------------------------------------------------------------------------------------------------------------------
CESKY TELECOM A.S., PRAHA Agenda Number: 700731462
- --------------------------------------------------------------------------------------------------------------------------
Security: X1168W109
Meeting Type: OGM
Meeting Date: 23-Jun-2005
Ticker:
ISIN: CZ0009093209
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Opening formalities Non-Voting No vote
2. Adopt the agenda of general meeting and elect Non-Voting No vote
the Board of general meeting
3. Approve the report of the Board of Directors Mgmt For *
on business activity of the Company, state
of its property and the annual report on 2004
4. Approve the results of control activity of the Mgmt For *
Supervisory Board including information about
revision of the report on relationships between
interconnected persons
5. Approve the final financial reports on 2004 Mgmt For *
6. Approve the profit allocation of 2004 including Mgmt For *
assesment of royalties for 2004
7. Approve to recall the Members of the Supervisory Mgmt For *
board excepting the Members elected by employees
under provision of the Paragraph 200 of the
Commercial Code
8. Elect the Members of the Supervisory Board Mgmt For *
9. Approve the remuneration for the Members of Mgmt For *
the Boards of the Company
10. Approve the agreements on discharge of office Mgmt For *
of the Members of the Supervisory Board
11. End Mgmt Abstain *
- --------------------------------------------------------------------------------------------------------------------------
CHINA MOBILE (HONG KONG) LTD Agenda Number: 700672101
- --------------------------------------------------------------------------------------------------------------------------
Security: Y14965100
Meeting Type: AGM
Meeting Date: 12-May-2005
Ticker:
ISIN: HK0941009539
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the financial statements for the YE Mgmt For *
31 DEC 2004 and the 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 Mgmt For *
to fix their remuneration
5. Authorize the Directors, during the relevant Mgmt For *
period to purchase 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, Mgmt For *
to allot, issue 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 Mgmt Against *
6 in respect of the share capital of the Company
as specified
- --------------------------------------------------------------------------------------------------------------------------
CHINA OILFIELD SERVICES LTD Agenda Number: 700585055
- --------------------------------------------------------------------------------------------------------------------------
Security: Y15002101
Meeting Type: EGM
Meeting Date: 05-Nov-2004
Ticker:
ISIN: CN0007789299
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the distribution of 2004 special Interim Mgmt For *
Dividend
2. Approve the capital amount of connected transactions Mgmt Against *
from 01 JAN 2005 to 31 DEC 2007
S.3. Amend Articles 75, 97, 102, 118 and 138 of the Mgmt For *
Articles of Association of COSL; and authorize
the Board to file the amendments with the relevant
departments of the People s Republic of China
upon approval
PLEASE NOTE THAT THE MEETING TO BE HELD ON 28 Non-Voting No vote
OCT 2004 HAS BEEN POSTPONED TO 05 NOV 2004.
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.
- --------------------------------------------------------------------------------------------------------------------------
CHINA OILFIELD SERVICES LTD Agenda Number: 700613549
- --------------------------------------------------------------------------------------------------------------------------
Security: Y15002101
Meeting Type: EGM
Meeting Date: 29-Nov-2004
Ticker:
ISIN: CN0007789299
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 208807 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.
1. Approve the provision of offshore oilfields Mgmt For *
services by the Group including COSL and its
subsidiaries to CNOOC Group
2. Approve the provision of offshore oilfields Mgmt For *
services by Magcobar, a joint venture 60% owned
by COSL, to CNOOC Group
3. Approve the provision by CNOOC Group of materials, Mgmt For *
utilities, labor and ancillary support services
to the Group
4. Approve the provision by CNOOC Group of materials, Mgmt For *
utilities, labor and ancillary support services
to Magcobar
5. Approve the provision by CNOOC Group of office Mgmt For *
and production premises and related property
management services to the Group including
Magcobar
6. Approve the provision of depositary and transaction Mgmt Against *
settlement services by CNOOC Finance Corporation
Limited to the Group
- --------------------------------------------------------------------------------------------------------------------------
CHINA PETROLEUM & CHEMICAL CORP SINOPEC Agenda Number: 700612129
- --------------------------------------------------------------------------------------------------------------------------
Security: Y15010104
Meeting Type: EGM
Meeting Date: 21-Dec-2004
Ticker:
ISIN: CN0005789556
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the proposal regarding the acquisition Mgmt For *
of certain petrochemical assets from China
Petrochemical Corporation
2. Approve the proposal regarding the acquisition Mgmt For *
of certain catalyst assets from China Petrochemical
Corporation
3. Approve the proposal regarding the acquisition Mgmt For *
of certain gas station assets from China Petrochemical
Corporation
4. Approve the proposal regarding the disposal Mgmt For *
of certain downhole operation assets from China
Petrochemical Corporation
5. Approve the proposal for the general meeting Mgmt For *
to authorize the Board to perform all relevant
matters in relation to the acquisition and
the deposition
6. Approve the adjustment to the Capital Expenditure Mgmt For *
Plan for the year 2004
- --------------------------------------------------------------------------------------------------------------------------
CHINA SHIPPING DEVELOPMENT CO LTD Agenda Number: 700696315
- --------------------------------------------------------------------------------------------------------------------------
Security: Y1503Y108
Meeting Type: AGM
Meeting Date: 30-May-2005
Ticker:
ISIN: CN0008932385
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the 2004 report of the Board of Directors Mgmt For *
of the Company
2. Approve the 2004 report of the Supervisory Committee Mgmt For *
of the Company
3. Approve the 2004 consolidated audited financial Mgmt For *
statements of the Company and the report of
the International Auditors for the YE 31 DEC
2004
4. Approve the profit distribution plan of the Mgmt For *
Company for 2004
5. Approve the remuneration of the Directors and Mgmt For *
the Supervisors of the Company for 2005
6. Re-appoint Shanghai Zhonghua Huying C.P.A. and Mgmt For *
Ernst & Young as the Domestic and the International
Auditors of the Company for 2005, respectively
and authorize the Board of Directors of the
Company to determine their remuneration
7. Approve to establish the Remuneration Committee Mgmt For *
of the Company comprising Mr. Wang Daxiong,
an Executive Director of the Company, and Mr.
Xie Rong and Mr. Hu Honggao, Independent Non-Executive
Directors of the Company; and adopt the implementation
rules for the Remuneration Committee of the
Company
S.8 Amend the Articles of Association of the Company Mgmt For *
in order to reflect the relevant provisions
of the new Appendix 14 to the rules governing
the Listing of Securities on The Stock Exchange
of Hong Kong Limited which came into effect
on 01 JAN 2005 subject to certain transitional
arrangements as follows: a) Article 7 by deleting
the last sentence of the 4th paragraph and
replace by new words as specified; b) by deleting
the 1st paragraph of Article 97 in its entirety
and replace by the new text as specified; c)
by adding the new Articles 98(12) and (3) to
Article 98 as specified; d) delete Article
100 in its entirety and replace with by new
text as specified, and by adding a new Article
100(5) to Article 100 as specified and the
original Article 100(5) be re-numbered as Article
100(6); e) by deleting Article 103(1) in its
entirety and replace with the new text as specified;
f) by deleting the word ten in Article 104(2)
and replace by the word fourteen ; g) by deleting
Article 104(3) in its entirety and replace
with the new words as specified; h) by deleting
the specified paragraph in 109 in its entirety
and replace by the new paragraph as specified;
i) by deleting the word and at the end of
Article 121(3); j) by deleting the . at the
end of Article 124(4) and replace by ; and
; k) by adding a new Article 121(5) to Article
121 as specified; l) by deleting 2nd paragraph
of Article 212 in its entirety and replace
by the new paragraph as specified
- --------------------------------------------------------------------------------------------------------------------------
CHINA TELECOM CORP LTD Agenda Number: 700586677
- --------------------------------------------------------------------------------------------------------------------------
Security: Y1505D102
Meeting Type: EGM
Meeting Date: 20-Oct-2004
Ticker:
ISIN: CN0007867483
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Appoint Mr. Yang Jie as the Executive Director Mgmt For *
of the Company up to 09 SEP 2005 and authorize
any Director of the Company to sign the Director
s service contract with him and authorize the
Board of Directors to determine his remuneration
1.2 Appoint Mr. Sun Kangmin as the Executive Director Mgmt For *
of the Company up to 09 SEP 2005 and authorize
any Director of the Company to sign the Director
s service contract with him and authorize the
Board of Directors to determine his remuneration
S.2 Amend Articles 6, 20, 21, 24, the first paragraph Mgmt For *
of Article 94 and the second paragraph of Article
133 of the Articles of Association of the Company
and authorize the Directors of the Company
to take all actions to complete the procedures
for the approval and/or registration or filing
of the aforementioned amendment of the Articles
of Association
- --------------------------------------------------------------------------------------------------------------------------
CHINA TELECOM CORP LTD Agenda Number: 700610365
- --------------------------------------------------------------------------------------------------------------------------
Security: Y1505D102
Meeting Type: EGM
Meeting Date: 20-Dec-2004
Ticker:
ISIN: CN0007867483
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the resignation of Mr. Zhou Deqiang Mgmt For *
as an Executive Director of the Company
2. Approve the resignation of Mr. Chang Xiaobing Mgmt For *
as an Executive Director of the Company
3. Appoint Mr. Wang Xiaochu as the Executive Director Mgmt For *
of the Company up to 09 SEP 2005 and authorize
any Director of the Company to sign on behalf
of the Company the Director s service contract
with him and authorize the Board of Directors
to determine his remuneration
4. Appoint Mr. Leng Rongquan as the Executive Director Mgmt For *
of the Company up to 09 SEP 2005 and authorize
any Director of the Company to sign on behalf
of the Company the Director s service contract
with him and authorize the Board of Directors
to determine his remuneration
5. Appoint Mr. Li Jinming as the Non-Executive Mgmt For *
Director of the Company up to 09 SEP 2005 and
authorize any Director of the Company to sign
on behalf of the Company the Director s service
contract with him
- --------------------------------------------------------------------------------------------------------------------------
CHINA TELECOM CORP LTD Agenda Number: 700689396
- --------------------------------------------------------------------------------------------------------------------------
Security: Y1505D102
Meeting Type: AGM
Meeting Date: 25-May-2005
Ticker:
ISIN: CN0007867483
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the consolidated financial statements Mgmt For *
of the Company, the report of the Board of
Directors and the report of the Supervisory
Committee and the report of the Internal Auditors
for the YE 31 DEC 2004
2. Approve the profit distribution and declare Mgmt For *
the payment of a final dividend for the YE
31 DEC 2004
3. Re-appoint KPMG as the Company s internal Auditors Mgmt For *
and KPMG Huazhen, as the Company s domestic
Auditors for the YE 31 DEC 2005; and authorize
the Board of Directors of the Company to fix
the remuneration thereof
Transact any other business Non-Voting No vote
S.4 Approve the Charter for the Supervisory Committee Mgmt For *
of China Telecom Corporation Limited
S.5 Authorize the Board of Directors of the Company Mgmt Against *
to allot, issue and deal with additional shares
of the Company Shares and to make or grant
offers, agreements and options during and after
the relevant period, not exceeding 20% of the
each of the Company s existing domestic shares
and H shares in issue otherwise than pursuant
to: i) a rights issue; or ii) any scrip dividend
or similar arrangement; Authority expires
the earlier of the conclusion of the next AGM
of the Company or 12 months
S.6 Authorize the Board of Directors of the Company Mgmt Against *
to increase the registered capital of the Company
to reflect the issue of shares in the Company
authorized under Resolution S.5, and to make
such appropriate and necessary amendments to
the Articles of Association of the Company
as deem fit to reflect such increase in the
registered capital of the Company and to take
any other action and complete any formality
required to effect such increase of the registered
capital of the Company
- --------------------------------------------------------------------------------------------------------------------------
COMPAL ELECTRONICS INC Agenda Number: 700667946
- --------------------------------------------------------------------------------------------------------------------------
Security: Y16907100
Meeting Type: AGM
Meeting Date: 10-Jun-2005
Ticker:
ISIN: TW0002324001
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Approve the report on business operation result Mgmt For *
of FY 2004
1.2 Approve the Supervisors review financial reports Mgmt For *
of the FY 2004
1.3 Approve the report of execution status of treasury Mgmt For *
stocks
2.1 Ratify the financial reports of the FY 2004 Mgmt For *
2.2 Ratify the net profit allocation of the FY 2004; Mgmt For *
cash dividend TWD 1.1 per share, stock dividend
20 shares per 1,000 shares from retain earnings
subject to 20% withholding tax and 20 shares
per 1,000 shares from capital surplus with
tax free
2.3 Ratify to relieve restrictions on Directors Mgmt For *
from participation in competitive business
3.1 Approve to issue additional shares Mgmt For *
3.2 Amend the Company Articles Mgmt For *
4. Others and extraordinary motions Other Abstain *
- --------------------------------------------------------------------------------------------------------------------------
COMPANHIA VALE DO RIO DOCE Agenda Number: 932313098
- --------------------------------------------------------------------------------------------------------------------------
Security: 204412209
Meeting Type: Annual
Meeting Date: 27-Apr-2005
Ticker: RIO
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
OA APPRECIATION OF THE MANAGEMENT S REPORT AND Mgmt For For
ANALYSIS, DISCUSSION AND VOTE ON THE FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER
31, 2004.
OB PROPOSAL FOR THE DESTINATION OF THE PROFITS Mgmt For For
OF THE SAID FISCAL YEAR AND APPROVAL OF THE
INVESTMENT BUDGET OF THE COMPANY.
OC ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS. Mgmt For For
OD ELECTION OF THE MEMBERS OF THE FISCAL COUNCIL. Mgmt For For
OE ESTABLISHMENT OF THE REMUNERATION OF THE SENIOR Mgmt For For
MANAGEMENT AND FISCAL COUNCIL MEMBERS.
EA PROPOSAL FOR THE INCREASE OF CAPITAL, VIA CAPITALIZATION Mgmt For For
OF RESERVES, WITHOUT ISSUE OF SHARES, AND WITH
THE CONSEQUENT ALTERATION OF THE MAIN SECTION
OF ARTICLE 5 OF THE COMPANY BYLAWS.
EB NEW VERSION OF CVRD S DIVIDEND POLICY. Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
COMPANIA ANONIMA NAC. TEL. DE VENEZU Agenda Number: 932243063
- --------------------------------------------------------------------------------------------------------------------------
Security: 204421101
Meeting Type: Special
Meeting Date: 07-Dec-2004
Ticker: VNT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 THE BOARD OF DIRECTORS RECOMMENDS THE APPROVAL Mgmt For For
OF THE PAYMENT OF A DIVIDEND FOR 2004 OF BS.
120 PER SHARE AND BS. 840 PER ADS REPRESENTING
US$0.4375 PER ADS (CONVENIENCE US$ CONVERSION
AT THE CURRENT OFFICAL EXCHANGE RATE OF BS.
1,920 PER US$) TO BE PAID ON DECEMBER 22, 2004,
TO SHAREHOLDERS OF RECORD AS OF DECEMBER 15,
2004, IN THE AGGREGATE AMOUNT OF BS. 94.5 BILLION.
- --------------------------------------------------------------------------------------------------------------------------
COMPANIA ANONIMA NAC. TEL. DE VENEZU Agenda Number: 932277569
- --------------------------------------------------------------------------------------------------------------------------
Security: 204421101
Meeting Type: Annual
Meeting Date: 31-Mar-2005
Ticker: VNT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 THE APPROVAL OF THE ANNUAL REPORT AND FINANCIAL Mgmt For
STATEMENTS OF THE COMPANY FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2004.
02 THE APPROVAL OF THE PAYMENT OF AN ORDINARY DIVIDEND Mgmt For
FOR 2005 OF BS. 505 PER SHARE REPRESENTING
US$ 1.64 PER ADS.
3A ELECTION OF: GUSTAVO ROOSEN (PRINCIPAL) AND Mgmt For
VICENTE LLATAS (ALTERNATE)
3B ELECTION OF: DANIEL C. PETRI (PRINCIPAL) AND Mgmt For
MIKE PAWLOWSKI (ALTERNATE)
3C ELECTION OF: JOHN LACK (PRINCIPAL) AND CHARLES Mgmt For
FALLINI (ALTERNATE)
3D ELECTION OF: EDWARD MCQUAID (PRINCIPAL) AND Mgmt For
LUIS ESTEBAN PALACIOS (ALTERNATE)
3E ELECTION OF: RUTH DE KRIVOY (PRINCIPAL) AND Mgmt For
VICTOR VERA (ALTERNATE)
3F ELECTION OF: RICARDO HAUSMANN (PRINCIPAL) AND Mgmt For
GERMAN GARCIA VELUTINI (ALTERNATE)
3G ELECTION OF: LORENZO MENDOZA GIMENEZ (PRINCIPAL) Mgmt For
AND PELAYO DE PEDRO (ALTERNATE)
04 APPROVAL OF ESPINEIRA, SHELDON Y ASOCIADOS- Mgmt For
MEMBER FIRM OF PRICEWATERHOUSECOOPERS, AS EXTERNAL
AUDITORS FOR 2005.
05 RATIFICATION OF THE NOMINATED STATUTORY AUDITORS, Mgmt For
PRINCIPAL AND ALTERNATE, AND THEIR RESPECTIVE
COMPENSATION FOR SERVICES TO BE RENDERED. EUDORO
BARRETO (PRINCIPAL) AND JESUS TESARA (ALTERNATE)
06 AUTHORIZATION OF ISSUANCE OF BONDS AND COMMERICAL Mgmt For
PAPERS FOR 2005.
- --------------------------------------------------------------------------------------------------------------------------
CONSORCIO ARA SA DE CV Agenda Number: 700685437
- --------------------------------------------------------------------------------------------------------------------------
Security: P3084R106
Meeting Type: OGM
Meeting Date: 21-Apr-2005
Ticker:
ISIN: MXP001161019
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the annual report of the Board of Directors Mgmt For *
pursuant to Article 172, Commercial Companies
Law, for the FYE 31 DEC 2004, including the
financial statements for the FY 2004, the report
of the Commissioner and the report of the main
subsidiaries of the Company
2. Approve how to apply the earnings Mgmt For *
3. Approve the annual report of the Auditors Committee Mgmt For *
about respective activities pursuant to Article
14.3. V.A of the Securities Market Law and
Clause 19 of the Company Bylaws
4. Appoint the Members to compose the Board of Mgmt For *
Directors, including Independent Directors,
Secretary, second Secretary, Commissioner,
as well as respective alternates
5. Approve the amount to purchase Company shares Mgmt For *
pursuant to Article 14. 3. I of the Securities
market Law
6. Appoint Special Delegates to execute and legalize Mgmt For *
the resolutions
- --------------------------------------------------------------------------------------------------------------------------
DAELIM INDUSTRIAL CO LTD Agenda Number: 700641005
- --------------------------------------------------------------------------------------------------------------------------
Security: Y1860N109
Meeting Type: AGM
Meeting Date: 18-Mar-2005
Ticker:
ISIN: KR7000210005
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the balance sheet, the income statement Mgmt For *
and the statement of appropriation of unappropriated
retained earnings
2. Amend the Articles of Incorporation Mgmt For *
3. Elect the Directors Mgmt For *
4. Elect the Member of Auditors Committee Mgmt For *
5. Approve the limit of remuneration for the Directors Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
EMPRESA NACIONAL DE ELECTRICIDAD S.A Agenda Number: 932278559
- --------------------------------------------------------------------------------------------------------------------------
Security: 29244T101
Meeting Type: Special
Meeting Date: 08-Apr-2005
Ticker: EOC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPROVAL OF THE ANNUAL REPORT, FINANCIAL STATEMENTS, Mgmt For For
AND REPORT OF THE INDEPENDENT AUDITORS AND
INSPECTORS OF ACCOUNTS.
02 APPROVAL OF THE DISTRIBUTION OF PROFITS AND Mgmt For For
DIVIDENDS.
04 APPROVAL OF THE INVESTING AND FINANCIAL POLICIES Mgmt For For
PROPOSED BY THE BOARD.
05 APPROVAL OF THE DIRECTORS REMUNERATION AS PROPOSED Mgmt For For
AT THE MEETING.
06 APPROVAL OF THE REMUNERATION OF THE COMMITTEE Mgmt For For
OF DIRECTORS AND DETERMINATION OF ITS COSTS.
08 APPROVAL OF THE APPOINTMENT OF EXTERNAL AUDITORS. Mgmt For For
9A APPROVAL OF THE ELECTION OF TWO ACCOUNT INSPECTORS Mgmt For For
AND TWO ALTERNATES AS PROPOSED AT THE MEETING.
9B APPROVAL OF REMUNERATION OF ACCOUNT INSPECTORS Mgmt For For
AS PROPOSED AT THE MEETING.
S1 APPROVAL TO MODIFY CLAUSE 1 OF THE BYLAWS THAT, Mgmt For For
FOR STRICTLY PUBLICITY REASONS, EITHER ENDESA
OR ENDESA CHILE MAY BE USED AS THE COMPANY
S SHORT NAME, AS SET FORTH IN THE ADDITIONAL
INFORMATION PROVIDED BY THE COMPANY.
- --------------------------------------------------------------------------------------------------------------------------
EVA AIRWAYS CORPORATION Agenda Number: 700666451
- --------------------------------------------------------------------------------------------------------------------------
Security: Y2361Y107
Meeting Type: AGM
Meeting Date: 16-Jun-2005
Ticker:
ISIN: TW0002618006
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Approve the report of business operating results Mgmt For *
of 2004
1.2 Approve to rectify the financial statements Mgmt For *
of 2004 by Company Supervisors
1.3 Approve the status report of Company bonds issuance Mgmt For *
1.4 Approve the report on setting up the rules of Mgmt For *
order of the Board of Directors
1.5 Other reports Other For *
2.1 Approve the business operating results and the Mgmt For *
financial statements of 2004
2.2 Approve the distribution of profits of 2004 Mgmt For *
2.3 Amend the Articles of Incorporation Mgmt Against *
2.4 Amend the procedures for acquisitions or disposals Mgmt Against *
of substantial assets
2.5 Amend the procedures for derivative investments Mgmt Against *
2.6 Other proposals Other Abstain *
3. Extraordinary motions Other Abstain *
- --------------------------------------------------------------------------------------------------------------------------
FORMOSA CHEMICALS AND FIBRE CORP Agenda Number: 700666855
- --------------------------------------------------------------------------------------------------------------------------
Security: Y25946107
Meeting Type: AGM
Meeting Date: 10-Jun-2005
Ticker:
ISIN: TW0001326007
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the report of the business operation Mgmt For *
result of FY 2004
2. Ratify the financial reports and net profit Mgmt For *
allocation of FY 2004; cash dividend: TWD 4.5
per share
3. Approve to issue additional shares; stock dividend: Mgmt For *
100/1000
4. Amend the Memorandum and Article of Association Mgmt For *
5. Others Other Abstain *
- --------------------------------------------------------------------------------------------------------------------------
FUBON FINANCIAL HOLDING CO LTD Agenda Number: 700662477
- --------------------------------------------------------------------------------------------------------------------------
Security: Y26528102
Meeting Type: AGM
Meeting Date: 03-Jun-2005
Ticker:
ISIN: TW0002881000
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
AS PER TRUST ASSOCIATION S PROXY VOTING GUIDELINES, Non-Voting No vote
EVERY SHAREHOLDER IS ELIGIBLE TO BE NOMINATED
AS A CANDIDATE AND BE ELECTED AS A DIRECTOR
OR A SUPERVISOR, REGARDLESS OF BEING RECOMMENDED
BY THE COMPANY AND/OR BY OTHER PARTIES. IF
YOU INTEND TO VOTE FOR A LISTED CANDIDATE,
YOU WILL NEED TO CONTACT THE CANDIDATE AND/OR
THE ISSUING COMPANY TO OBTAIN THE CANDIDATE
S NAME AND ID NUMBER. WITHOUT SUCH SPECIFIC
INFORMATION, AN ELECTION WOULD BE DEEMED AS
A NO VOTE . THANK YOU.
1. Approve the report of business operation result Mgmt For *
of FY 2004
2. Approve Supervisors review financial reports Mgmt For *
of FY 2004
3. Ratify financial reports of FY 2004 Mgmt For *
4. Ratify the net profit allocation of FY 2004; Mgmt For *
cash dividend: TWD 1.7 per share
5. Elect the Directors and the Supervisors Mgmt For *
6. Other issues Other Against *
- --------------------------------------------------------------------------------------------------------------------------
GENTING BHD Agenda Number: 700734165
- --------------------------------------------------------------------------------------------------------------------------
Security: Y26926116
Meeting Type: AGM
Meeting Date: 28-Jun-2005
Ticker:
ISIN: MYL3182OO002
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and adopt the financial statements for Mgmt For *
the FYE 31 DEC 2004 and the reports of the
Directors and the Auditors
2. Approve to sanction the declaration of a final Mgmt For *
dividend
3. Approve the Directors fees of MYR 594,000 for Mgmt For *
the FYE 31 DEC 2004
4. Re-elect Mr. Dato Paduka Nik Hashim Bin Nik Mgmt For *
Yusoff as a Director, pursuant to Article 99
of the Articles of Association
5. Re-elect Mr. Tan Sri Dr. Lin See Yan as a Director, Mgmt For *
pursuant to Article 99 of the Articles of Association
6. Re-appoint Mr. Tan Sri Mohd Amin Bin Osman as Mgmt For *
a Director, who retires in accordance with
Section 129 of the Companies Act 1965 until
the next AGM
7. Re-appoint Mr. Tan Sri Dr. Gunn Chit Tuan as Mgmt For *
a Director, who retires in accordance with
Section 129 of the Companies Act 1965 until
the next AGM
8. Re-appoint the Auditors and authorize the Directors Mgmt For *
to fix their remuneration
9. Authorize, subject to the Companies Act 1965, Mgmt For *
the Articles of Association of the Company
and the any Government and/or regulatory authorities,
pursuant to Section 132D of the Companies Act
1965, to issue and allot shares in the Company
at any time and upon such terms and conditions
and for such purposes as the Directors may,
in their absolute discretion deem fit, provided
that the aggregate number of shares issued
pursuant to this resolution does not exceed
10% of the issued and paid-up share capital
of the Company for the time being and to obtain
the approval for the listing of and quotation
for the additional shares so issued on Bursa
Malaysia Securities Berhad; Authority expires
until the conclusion of the next AGM of the
Company
10. Authorize the Company, subject to the Companies Mgmt For *
Act 1965, the Articles of Association of the
Company, regulations and guidelines issued
from time to time by Bursa Malaysia Securities
Berhad Bursa Malaysia or any other regulatory
authorities, to utilize an amount not exceeding
the total retained profits and share premiums
of the Company to purchase such amount of ordinary
shares of MYR 0.50 each in the capital of the
Company as may be determined by the Directors
of the Company from time to time on Bursa Malaysia
upon such terms and conditions as the Directors
may deem fit and expedient in the interest
of the Company, provided that the aggregate
number of shares to be purchased pursuant to
this resolution does not exceed 70,452,000
ordinary shares of MYR 0.50 each representing
10% of the issued and paid-up share capital
of the Company as at 29 APR 2004 based on the
audited financial statements for the FYE 31
DEC 2004, the Company retained profits and
share premium accounts were MYR 3,294.5 million
and MYR 9935 million respectively; Authority
expires until the conclusion of the next AGM
of the Company ; authorize the Directors of
the Company to decide in their discretion to
retain the ordinary shares in the Company so
purchased by the Company as treasury shares
and/or cancel them and/or resell the treasury
shares or to distribute them as share dividend
and/or subsequently cancel them and to take
all such steps necessary including the appointment
of up to 2 participating Organizations as defined
in the Bursa Malaysia Listing Requirements
and the opening and maintaining of Central
Depository Accounts designated as share-buy-back
accounts and to enter into any agreement and
arrangements with any party or parties to implement,
finalize and give full effect to the aforesaid
with full powers to assent to any conditions,
modifications, variations and/or amendment
as may be imposed by the relevant authorities
Transact any other business Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
GRUPO FINANCIERO BANORTE SA DE CV GFNORTE Agenda Number: 700590169
- --------------------------------------------------------------------------------------------------------------------------
Security: P49501201
Meeting Type: OGM
Meeting Date: 04-Oct-2004
Ticker:
ISIN: MXP370711014
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve to discuss the payment of a cash dividend Mgmt For *
2. Approve the designation of meeting delegates Mgmt For *
3. Approve the meeting agenda Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
GRUPO FINANCIERO BANORTE SA DE CV GFNORTE Agenda Number: 700694070
- --------------------------------------------------------------------------------------------------------------------------
Security: P49501201
Meeting Type: OGM
Meeting Date: 28-Apr-2005
Ticker:
ISIN: MXP370711014
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the report of Board of Directors as Mgmt For *
per Article 172 Commercial Companies Law for
the FYE 31 DEC 2004 and read the report of
the Commissioners and the Auditors Committee
2. Approve to apply the earnings Mgmt For *
3. Appoint the Members for the Board of Directors Mgmt For *
and Commissioners
4. Approve to set the allowances for the Directors Mgmt For *
and Commissioners
5. Approve the report of the Board of Directors Mgmt For *
concerning the transactions executed with Company
shares during 2004 and set the maximum amount
of resources to purchase Company shares during
FY 2005
6. Appoint Delegate or Delegates to legalize and Mgmt For *
execute the resolutions adopted by the meeting
7. Approve the minutes of the meeting Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
HACI OMER SABANCI HOLDING AS Agenda Number: 700699169
- --------------------------------------------------------------------------------------------------------------------------
Security: M8223R100
Meeting Type: OGM
Meeting Date: 11-May-2005
Ticker:
ISIN: TRASAHOL91Q5
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Opening and constitution of the Presiding Committee Mgmt For *
2. Authorize the Presiding Committee to sign the Mgmt For *
meeting minutes
3. Receive and discuss the Board of Directors Mgmt For *
and Auditor reports on the year 2004 activities
and accounts
4. Receive, discuss and ratify the year 2004 balance Mgmt For *
sheet and profit and loss statement and approve
the proposal on the profit distribution
5. Discharge the members of the Board of Directors Mgmt For *
and Auditors from liability for the year 2004
activities of the Company
6. Set the remuneration of the members of the Board Mgmt For *
of Directors
7. Appoint the Auditor and set their term in office Mgmt For *
and remuneration
8. Ratify the Independent External Audit Firm appointed Mgmt For *
by the Board of Directors
9. Decide on the amendment of the Article 10 of Mgmt Against *
the Articles of Association regarding the
capital and addition of a temporary article
to the Articles of Association in relation
to this article
10. Authorize the Chairman and members of the Board Mgmt For *
of Directors to exercise their rights subject
to Turkish Law No. 334 and No 335
- --------------------------------------------------------------------------------------------------------------------------
HANKOOK TIRE CO LTD Agenda Number: 700648427
- --------------------------------------------------------------------------------------------------------------------------
Security: Y30587102
Meeting Type: AGM
Meeting Date: 11-Mar-2005
Ticker:
ISIN: KR7000240002
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the financial statement Mgmt For *
2. Elect the Directors Mgmt For *
3. Elect the Outside Directors for the Auditors Mgmt For *
Committee
4. Elect the Auditor s Committee Member Mgmt Against *
5. Approve the remuneration limit for the Directors Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
HANKOOK TIRE CO LTD Agenda Number: 700678242
- --------------------------------------------------------------------------------------------------------------------------
Security: Y30587102
Meeting Type: EGM
Meeting Date: 12-May-2005
Ticker:
ISIN: KR7000240002
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Appoint Mr. Young-Sung Lee as an External Director, Mgmt For *
who is a Member of Auditors Committee
- --------------------------------------------------------------------------------------------------------------------------
HON HAI PRECISION INDUSTRY CO LTD Agenda Number: 700676591
- --------------------------------------------------------------------------------------------------------------------------
Security: Y36861105
Meeting Type: AGM
Meeting Date: 14-Jun-2005
Ticker:
ISIN: TW0002317005
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Approve the report on business operating results Mgmt For *
for 2004
1.2 Approve to rectify the financial statements Mgmt For *
of 2004 by the Company Supervisors
1.3 Approve the report on the status of investment Mgmt For *
in Mainland China
1.4 Approve the other reports Mgmt For *
2.1 Approve the financial statements of 2004 Mgmt For *
2.2 Approve the distribution of profits of 2004 Mgmt For *
2.3 Approve the discussion on issuing new shares Mgmt For *
from distribution of profits
2.4 Approve the discussion on issuing rights shares Mgmt Against *
for GDR
2.5 Amend the Articles of Incorporation Mgmt Against *
2.6 Other proposals and extraordinary motions Other Against *
- --------------------------------------------------------------------------------------------------------------------------
ICICI BK LTD Agenda Number: 700629554
- --------------------------------------------------------------------------------------------------------------------------
Security: Y38575109
Meeting Type: SGM
Meeting Date: 24-Jan-2005
Ticker:
ISIN: INE090A01013
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS A POSTAL MEETING ANNOUNCEMENT. Non-Voting No vote
A PHYSICAL MEETING IS NOT BEING HELD FOR THIS
COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS
ARE NOT VALID FOR THIS MEETING. IF YOU WISH
TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS
BY THE INDICATED CUTOFF DATE. THANK YOU.
S.1 Approve, in accordance with applicable law, Mgmt For *
rules and regulations hereinafter referred
to as the sponsored ADR Regulations and subject
to the approval, consent, permission and sanction
of the Foreign Investment Promotion Board and
Government of India and approvals of any other
authority, as applicable or necessary, and
subject to such conditions as may be prescribed
in any such approval, consent, permission or
sanction, the Board of Directors hereinafter
referred to as Board , which terms shall be
deemed to include any Committee constituted/to
be constituted by the Board and authorize the
Board, including the powers conferred by this
resolution on behalf of ICICI Bank Limited
hereinafter referred to as Bank , to sponsor
the issue of American Depository Shares hereinafter
referred to as ADS with the Depository for
the American Depository Shares hereinafter
referred to as Overseas Depositary , against
existing Equity Shares of the Bank deposited
by the holders of Equity Shares of the Bank
hereinafter referred to as Equity Shareholders
, pursuant to a right given to all the Equity
Shareholders in terms of the Sponsored ADR
Regulations hereinafter referred to as Sponsored
ADS offering , on such terms and conditions,
at such time or times and in one or more tranches,
as the Board may in its absolute discretion
deem fit, including without limitation, providing
the Equity Shareholders an option to renounce
their right and entitlement to participate
in the Sponsored ADS offering to another Equity
Shareholder, if the terms of the documents
inviting the participation of the Equity Shareholders
so provide and in such mode and manner as may
be determined by the Bank in conjunction with
the Underwriter(s) and/or Lead Manager(s),
and to cause allotment to the Investors in
foreign markets whether Institutions and/or
Incorporated Bodies and/or individuals or otherwise
and whether such Investors are members of the
Bank or otherwise of ADS by the Overseas Depository,
where each such ADS shall represent 2 existing
fully paid Equity Shares of par value of INR
10 per share, deposited pursuant to the Sponsored
ADS offering, and the aggregate size of the
Sponsored ADS offering, whether made in 1 or
more tranches including the over allotment
option, if any, as decided by the Bank/Underwriter(s)/Lead
Manager(s), shall not be greater than 6% of
the outstanding Equity Shares, on a date to
be determined by the Board and shall be subject
to the foreign shareholding after completion
of the Sponsored ADS offering not exceeding
74% of the outstanding Equity Shares or such
other limit as may be prescribed by applicable
law, rules and regulations from time to time;
the Bank shall sponsor through the Overseas
Depository, the issue of ADS representing the
underlying Equity Shares deposited pursuant
to the Sponsored ADS offering; the pricing
of the Sponsored ADS offering be determined
by the Underwriter(s) and/or Lead Managers(s),
in accordance with the provisions of applicable
law, rules and regulations; for the purpose
of giving effect to the Sponsored ADS offering
and the allotment of ADS as specified, authorize
the Board on behalf of the Bank to do all such
acts, deeds, matters and things as it may,
in its absolute discretion, deem necessary
or desirable for such purpose, including without
limitations, determine the number of Equity
Shares to be offered or sold, the over-allotment
option; determine whether or not the Equity
Shareholders, subject to applicable securities
laws, have a right to renounce their entitlement
to participate in the Sponsored ADS offering
to another Equity Shareholder; determine the
length of the invitation to offer period, issue
and circulate the invitation to offer, file
registration statement and/or other document(s)
with United States Securities and Exchange
Commission and/or any other regulator, list
the securities on New York Stock Exchange,
enter into managing, underwriting, indemnification,
marketing, listing, trading, depositary, custodian,
registrar, escrow, Trustee arrangements and
sign all deeds, documents and writings and
to pay any fees, Commissions, remuneration
and expenses relating thereto; authorize the
Board to determine all terms and conditions
of the Sponsored ADS offering, settle all questions,
difficulties or doubts that may arise in regard
to the Sponsored ADS offering, offer or allotment
of ADS and in complying with the sponsored
ADR Regulations, the number of Equity Shares
being offered or sold, the eligibility of the
Equity Shareholder to participate in the Sponsored
ADS offering or the rights to renounce their
entitlement to participate thereto, offer or
allotment of ADS, as it may, in its absolute
discretion, deem it, without being required
to seek any further clarification, consent
or approval of the member or otherwise to the
end and intend that the members shall be deemed
to have given the approval thereto expressly
by the authority of this resolution; authorize
the Board to delegate all or any of its powers
herein conferred to any Committee of Directors
or any one or more wholetime Directors of the
Bank to give effect to the aforesaid resolution
- --------------------------------------------------------------------------------------------------------------------------
IOI CORPORATION BHD Agenda Number: 700582895
- --------------------------------------------------------------------------------------------------------------------------
Security: Y41763106
Meeting Type: EGM
Meeting Date: 01-Sep-2004
Ticker:
ISIN: MYL1961OO001
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Authorize the Director, subject to the approvals Mgmt For *
being obtained from the relevant authorities,
to: a) approve the issue of up to USD 345 million
nominal value 5 years unsecured guaranteed
exchangeable bonds exchangeable bonds by
IOI Investment (L) Berhard with a coupon rate
and at an issue price to be determined later
which will be guaranteed by the Company and
that the exchangeable bonds be exchangeable
into ordinary shares of MYR 0.50 each in the
Company at an exchange price to be determined
by the Directors and otherwise on such further
terms and conditions as the Directors determine
and provide in the Trust Deed or such other
Documents to be entered into, in relation to
the exchangeable bonds; b) allot and issue
such number of new shares, credited as fully
paid-up, to the holders of Exchangeable bonds,
which are required to be issued upon exchange
of the exchangeable bonds and that such new
shares shall upon issue and allotment, rank
pari passu in all respects with the existing
shares save and except that they will not be
entitled to dividends, rights, allotments and/or
other distributions unless the allotment and
issue of such new shares where made on or prior
to the entitlement date, where the entitlement
date means the date as at the close of business,
on which the shareholders must be registered
in order to be entitled to any dividends, rights,
allotments and/or other distributions; c) allot
and issue such number of new shares, credited
as fully paid-up, to the holder of the exchangeable
bonds, which are required to be issued upon
any adjustments of the exchange price of the
exchangeable bonds in accordance with the terms
regarding adjustments of the exchange price
to be provided in the trust deed, to be notified
by the Directors and that such new shares shall
upon issue and allotment rank pari passu in
all respects with the existing shares, save
and except that they will not be entitled to
dividends, rights, allotments and/or other
distributions unless the allotment and issue
of such new shares were made on or prior to
the entitlement date, where the entitlement
date means the date as at the close of business
on which shareholders must be registered in
order to be entitled to any dividends, rights,
allotments, and/or other distribution; and
d) allot and issue such number of new shares,
credited as fully paid-up, to the holders of
exchangeable bonds without first having to
make an offer of such new shares to the members
of the Company, pursuant to Article 5(a) of
the Articles of Association of the Company;
and authorize the Director of the Company to
complete and give effect to the exchangeable
bonds issue and do all acts and things for
and on behalf of the Company as deemed necessary
to give effect to the issue, including but
not limited to the determining the terms and
conditions of the issue, ascending to any conditions
imposed by any relevant authorities and effecting
any modifications, variations and/or amendments
pursuant thereto and approve all previous actions
taken by the Board or any Director of the Board
in connection with the exchangeable bonds issue
- --------------------------------------------------------------------------------------------------------------------------
KOOKMIN BANK Agenda Number: 932270135
- --------------------------------------------------------------------------------------------------------------------------
Security: 50049M109
Meeting Type: Annual
Meeting Date: 18-Mar-2005
Ticker: KB
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A APPROVAL OF NON-CONSOLIDATED FINANCIAL STATEMENTS Mgmt Split 90% For
FOR THE FISCAL YEAR 2004: BALANCE SHEET; INCOME
STATEMENT; AND STATEMENT OF RETAINED EARNINGS
(DISPOSITION OF ACCUMULATED DEFICIT)
B APPOINTMENT OF DIRECTORS Mgmt Split 90% For
C APPOINTMENT OF AN AUDIT COMMITTEE MEMBER CANDIDATE, Mgmt Split 90% Against
WHO IS AN EXECUTIVE DIRECTOR (STANDING AUDIT
COMMITTEE MEMBER)
D APPOINTMENT OF AUDIT COMMITTEE MEMBER CANDIDATES, Mgmt Split 90% For
WHO ARE NON-EXECUTIVE DIRECTORS
E APPROVAL OF PREVIOUSLY GRANTED STOCK OPTIONS Mgmt Split 90% For
- --------------------------------------------------------------------------------------------------------------------------
MEDIATEK INCORPORATION Agenda Number: 700674256
- --------------------------------------------------------------------------------------------------------------------------
Security: Y5945U103
Meeting Type: AGM
Meeting Date: 13-Jun-2005
Ticker:
ISIN: TW0002454006
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Approve the report on business operating results Mgmt For *
for 2004
1.2 Approve to rectify the financial statements Mgmt For *
of 2004 by Company Supervisors
1.3 Approve the report on the status of the buyback Mgmt For *
of treasury stocks
2.1 Approve the reports and financial statements Mgmt For *
for 2004
2.2 Approve the distribution of profits of 2004; Mgmt For *
cash dividend: TWD 10 per share; stock dividend:
100 shares for 1,000 shares held from retained
earnings subject to 20% withholding tax
3.1 Approve to issue new shares from distribution Mgmt For *
of profits and employees bonus
3.2 Amend the Articles of Incorporation Mgmt For *
3.3 Re-elect domestic Directors of the Company Mgmt For *
3.4 Approve to allowing Directors to hold responsibilities Mgmt For *
with competitors
4. Extraordinary motions Other For *
AS PER TRUST ASSOCIATION S PROXY VOTING GUIDELINES, Non-Voting No vote
EVERY SHAREHOLDER IS ELIGIBLE TO BE NOMINATED
AS A CANDIDATE AND BE ELECTED AS A DIRECTOR
OR A SUPERVISOR, REGARDLESS OF BEING RECOMMENDED
BY THE COMPANY AND/OR BY OTHER PARTIES. IF
YOU INTEND TO VOTE FOR A LISTED CANDIDATE,
YOU WILL NEED TO CONTACT THE CANDIDATE AND/OR
THE ISSUING COMPANY TO OBTAIN THE CANDIDATE
S NAME AND ID NUMBER. WITHOUT SUCH SPECIFIC
INFORMATION, AN ELECTION WOULD BE DEEMED AS
A NO VOTE .
- --------------------------------------------------------------------------------------------------------------------------
MUTUAL FUND TRUST Agenda Number: 932242097
- --------------------------------------------------------------------------------------------------------------------------
Security: 62826N770
Meeting Type: Special
Meeting Date: 03-Feb-2005
Ticker: JINXX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM J. ARMSTRONG Mgmt For For
ROLAND E. EPPLEY, JR. Mgmt For For
JOHN F. FINN Mgmt For For
DR. MATTHEW GOLDSTEIN Mgmt For For
ROBERT J. HIGGINS Mgmt For For
PETER C. MARSHALL Mgmt For For
MARILYN MCCOY Mgmt For For
WILLIAM G. MORTON, JR. Mgmt For For
ROBERT A. ODEN, JR. Mgmt For For
FERGUS REID, III Mgmt For For
FREDERICK W. RUEBECK Mgmt For For
JAMES J. SCHONBACHLER Mgmt For For
LEONARD M. SPALDING, JR Mgmt For For
02 TO APPROVE AGREEMENTS AND PLANS OF REORGANIZATION Mgmt For For
PURSUANT TO WHICH EACH SERIES OF EACH JPMORGAN FUND
OTHER THAN THE JPMMFS FUNDS WOULD BE REORGANIZED AS
CORRESPONDING SERIES OF JPMMFS.
04 TO APPROVE THE AMENDMENT OF THE FUNDAMENTAL Mgmt For For
INVESTMENT RESTRICTION OF THE FUNDS REGARDING
BORROWING MONEY.
- --------------------------------------------------------------------------------------------------------------------------
OAO LUKOIL Agenda Number: 932251832
- --------------------------------------------------------------------------------------------------------------------------
Security: 677862104
Meeting Type: Special
Meeting Date: 24-Jan-2005
Ticker: LUKOY
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A EARLY TERMINATION OF POWERS OF ALL MEMBERS OF Mgmt Against
THE COMPANY S BOARD OF DIRECTORS
1B ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS Mgmt Abstain
OF OAO LUKOIL (11 MEMBERS) (TO VOTE SELECTIVELY,
YOU MUST APPLY CUMULATIVE VOTING. SEE THE ATTACHED
INSTRUCTIONS.)*
02 APPROVAL OF THE AMENDMENTS AND ADDENDA TO THE Mgmt For
CHARTER OF THE OPEN JOINT STOCK COMPANY OIL
COMPANY LUKOIL
- --------------------------------------------------------------------------------------------------------------------------
OAO LUKOIL Agenda Number: 932365186
- --------------------------------------------------------------------------------------------------------------------------
Security: 677862104
Meeting Type: Annual
Meeting Date: 28-Jun-2005
Ticker: LUKOY
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 ENDORSEMENT OF OAO LUKOIL, ANNUAL REPORT FOR Mgmt For
2004, ANNUAL ACCOUNTING STATEMENT INCLUDING
THE PROFIT-AND-LOSS STATEMENT (PROFIT-AND-LOSS
ACCOUNTS) OF THE COMPANY.
02 ELECTION OF DIRECTIONS. IF YOU WISH TO VOTE Mgmt Abstain
SELECTIVELY OR CUMULATE, PLEASE CONTACT YOUR
REPRESENTATIVE.
03A ELECTION OF MEMBER OF THE AUDIT COMMISSION: Mgmt For
KONDRATYEV, PAVEL GENNADYEVICH.
03B ELECTION OF MEMBER OF THE AUDIT COMMISSION: Mgmt For
NIKITENKO, VLADIMIR NIKOLAYEVICH.
03C ELECTION OF MEMBER OF THE AUDIT COMMISSION: Mgmt For
SKLYAROVA, TATYANA SERGUEYEVNA.
04 ON REMUNERATION AND COMPENSATION OF EXPENSES Mgmt For
TO THE MEMBERS OF THE BOARD OF DIRECTORS AND
THE AUDIT COMMISSION OF OAO LUKOIL.
05 ENDORSEMENT OF COMPANY AUDITORS. Mgmt For
06 APPROVAL OF AMENDMENTS AND ADDENDA TO THE CHARTERED Mgmt For
OF THE PUBLIC JOINT STOCK COMPANY OIL COMPANY
LUKOIL.
07 APPROVAL OF AMENDMENTS AND ADDENDA TO THE REGULATIONS Mgmt For
ON THE PROCEDURE FOR PREPARING AND HOLDING
THE GENERAL SHAREHOLDERS MEETING OF OAO LUKOIL.
08 APPROVAL OF AMENDMENTS AND ADDENDA TO THE REGULATIONS Mgmt For
ON THE BOARD OF DIRECTORS OF OAO LUKOIL.
09 ON THE APPROVAL OF TRANSACTIONS INVOLVING INTERESTED/RELATEDMgmt For
PARTIES.
- --------------------------------------------------------------------------------------------------------------------------
PETROLEO BRASILEIRO S.A. - PETROBRAS Agenda Number: 932277545
- --------------------------------------------------------------------------------------------------------------------------
Security: 71654V408
Meeting Type: Special
Meeting Date: 31-Mar-2005
Ticker: PBR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPROVAL OF THE MANAGEMENT REPORT, THE FINANCIAL Mgmt For For
STATEMENTS AND AUDIT COMMITTEE S OPINION FOR
THE FISCAL YEAR 2004.
02 APPROVAL OF THE CAPITAL EXPENDITURES BUDGET Mgmt For For
FOR THE FISCAL YEAR 2005.
03 APPROVAL OF THE DISTRIBUTION OF RESULTS FOR Mgmt For For
THE FISCAL YEAR 2004.
04 APPROVAL OF THE ELECTION OF MEMBERS TO THE BOARD Mgmt For For
OF DIRECTORS, AUDIT COMMITTEE AND THEIR RESPECTIVE
SUBSTITUTES, TO VOTE IN THE SAME MANNER AS
THE MAJORITY OF THE SHAREHOLDERS AT THE MEETING.*
05 APPROVAL OF THE ELECTION OF THE CHAIRMAN OF Mgmt For For
THE BOARD OF DIRECTORS.
06 APPROVAL OF THE ESTABLISHMENT OF THE COMPENSATION Mgmt For For
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.
- --------------------------------------------------------------------------------------------------------------------------
PT HANJAYA MANDALA SAMPOERNA TBK Agenda Number: 700595652
- --------------------------------------------------------------------------------------------------------------------------
Security: Y7121Z146
Meeting Type: EGM
Meeting Date: 27-Oct-2004
Ticker:
ISIN: ID1000074008
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the distribution of part of the Company Mgmt For *
s related earnings as cash dividend
- --------------------------------------------------------------------------------------------------------------------------
PT HANJAYA MANDALA SAMPOERNA TBK Agenda Number: 700705429
- --------------------------------------------------------------------------------------------------------------------------
Security: Y7121Z146
Meeting Type: EGM
Meeting Date: 18-May-2005
Ticker:
ISIN: ID1000074008
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve to change the composition of Members Mgmt For *
of the Board of Directors and the Board of
Commissioners of the Company
- --------------------------------------------------------------------------------------------------------------------------
PT TELEKOMUNIKASI INDONESIA (PERSERO) TBK Agenda Number: 700565762
- --------------------------------------------------------------------------------------------------------------------------
Security: Y71474129
Meeting Type: AGM
Meeting Date: 30-Jul-2004
Ticker:
ISIN: ID1000057904
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the dispensation for the delay of convening Mgmt For *
of the meeting
2. Approve the Company s annual report for the Mgmt For *
FY 2003
3. Ratify the audited consolidated financial statements Mgmt For *
of the Company for the FY and grant full discharge
to the Members of the Board of Directors and
Board of Commissioners
4. Approve the profit utilization including distribution Mgmt For *
of dividend for the FY 2003
5. Appoint the Public Accountant to audit the Company Mgmt For *
records for the FY 2004
6. Approve the split of nominal value of the series Mgmt For *
A and B shares of the Company
7. Amend the Article of Association of the Company Mgmt For *
in relation to the split of the nominal value
of the Company shares
8. Approve the remuneration for the Members of Mgmt For *
the Board of Directors and the Board of Commissioners
for the FY 2004
- --------------------------------------------------------------------------------------------------------------------------
PT TELEKOMUNIKASI INDONESIA (PERSERO) TBK Agenda Number: 700574076
- --------------------------------------------------------------------------------------------------------------------------
Security: Y71474129
Meeting Type: AGM
Meeting Date: 30-Jul-2004
Ticker:
ISIN: ID1000057904
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
# 144029 DUE TO A REVISED AGENDA. ALL VOTES
RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
1. Approve to convene the meeting for the FY 2003 Mgmt For *
on 30 JUL 2004 and approve the Company s annual
report for FY 2003
2. Ratify the Company s audited consolidated financial Mgmt For *
statements for the FY 2003 and grant full release
and discharge the members of the Board of Directors
and the Board of Commissioners
3. Determine the financial year 2003 s profit utilization Mgmt For *
including distribution of a dividend
4. Appoint the Public Accountant to audit the Company Mgmt For *
records for the 2004 financial year
5. Approve the split of the nominal value of the Mgmt For *
series A and B shares of the Company
6. Amend the Articles of Association of the Company, Mgmt For *
especially in relation to the split of the
nominal value of the Company s shares
7. Determine the remuneration for the members of Mgmt For *
the Board of Directors and the Board as Commissioners
in the 2004 financial year
- --------------------------------------------------------------------------------------------------------------------------
PT TELEKOMUNIKASI INDONESIA (PERSERO) TBK Agenda Number: 700736741
- --------------------------------------------------------------------------------------------------------------------------
Security: Y71474137
Meeting Type: AGM
Meeting Date: 24-Jun-2005
Ticker:
ISIN: ID1000099104
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the Company s annual report for the Mgmt For *
FY 2004
2. Ratify the Company s audited consolidated financial Mgmt For *
statements for the FY 2004 and acquittal and
grant discharge to the Board of Directors and
Board of Commissioners
3. Approve to determine the profit utilization Mgmt For *
of FY 2004, including distribution of dividend
4. Appoint a Public Accountant to audit the Company Mgmt For *
records for FY 2005
5. Approve to determine the compensation for the Mgmt For *
Board of Directors and Board of Commissioners
for the FY 2005
6. Appoint the Members of the Board of Directors Mgmt For *
for the period of 2005-2010
- --------------------------------------------------------------------------------------------------------------------------
RICHTER GEDEON LTD Agenda Number: 700672098
- --------------------------------------------------------------------------------------------------------------------------
Security: X3124X114
Meeting Type: AGM
Meeting Date: 27-Apr-2005
Ticker:
ISIN: HU0000067624
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the report of the Board of Directors Mgmt For *
on the 2004 business activities of the Company
and representation of the annual report prepared
in accordance with the accounting act
2. Approve the report of the Auditor Mgmt For *
3. Approve the report of the Supervisory Committee Mgmt For *
4. Approve to determine and allocate the 2004 after Mgmt For *
tax profit of the Company, declaration of dividends
for the 2004 business year on the preference
and common shares
5. Approve the 2004 annual report of the Company Mgmt For *
prepared in accordance with the accounting
act, including the 2004 balance sheet
6. Approve the report on the 2004 business activities Mgmt For *
of the Richter group and presentation of the
consolidated report prepared in accordance
with the accounting act
7. Approve the report of the Auditor on the consolidated Mgmt For *
report
8. Approve the report of the Supervisory Committee Mgmt For *
on the consolidated report
9. Approve the 2004 consolidated report Mgmt For *
10. Approve the report on the 2004 financial report Mgmt For *
of the Company prepared in accordance with
the IFRS and the 2004 consolidated report of
the Richter group prepared in accordance with
the IFRS
11. Authorize the Board of Directors to purchase Mgmt For *
own shares of the Company
12. Authorize the Board of Directors to potential Mgmt Against *
increases the share capital
13. Approve the applications submitted to the Company Mgmt For *
by the holders of preference shares for the
conversion of their respective preference shares
into common shares
14. Approve the introduction on the Budapest stock Mgmt For *
exchange and the Luxembourg stock exchange
of the common shares converted from preference
shares by request
15. Amend the Company s Statutes Mgmt For *
16. Approve the consolidated text of the Company Mgmt For *
s Statutes including amendments
17. Elect the Members of the Board of Directors Mgmt For *
18. Approve the remuneration of the Members of the Mgmt For *
Board of Directors
19. Approve the appreciation of the Board of Directors Mgmt For *
activities in 2004
20. Approve the remuneration of the Members of the Mgmt For *
Supervisory Committee
21. Elect the Company s Statutory Auditor Mgmt For *
22. Approve the remuneration of the company s Statutory Mgmt For *
Auditor
23. Miscellaneous Other Against *
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
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.
MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting No vote
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 IN THE EVENT THE MEETING DOES NOT Non-Voting No vote
REACH QUORUM, THERE WILL BE A SECOND CALL ON
THE SAME DATE, 27 APR 2005 AT 16:00. 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.
- --------------------------------------------------------------------------------------------------------------------------
SAMSUNG ELECTRONICS CO., LTD. Agenda Number: 932261504
- --------------------------------------------------------------------------------------------------------------------------
Security: 796050888
Meeting Type: Annual
Meeting Date: 28-Feb-2005
Ticker: SSNHY
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPROVAL OF THE BALANCE SHEET, INCOME STATEMENT Mgmt For For
AND STATEMENT OF APPROPRIATION OF RETAINED
EARNINGS (DRAFT) FOR THE 36TH FISCAL YEAR (FROM
JANUARY 1, 2004 TO DECEMBER 31, 2004), AS SET
FORTH IN THE COMPANY S NOTICE OF MEETING ENCLOSED
HEREWITH.
02 APPROVAL OF THE APPOINTMENT OF IN-JOO KIM AS Mgmt For For
AN EXECUTIVE DIRECTOR, AS SET FORTH IN THE
COMPANY S NOTICE OF MEETING ENCLOSED HEREWITH.
03 APPROVAL OF THE COMPENSATION CEILING FOR THE Mgmt For For
DIRECTORS, AS SET FORTH IN THE COMPANY S NOTICE
OF MEETING ENCLOSED HEREWITH.
- --------------------------------------------------------------------------------------------------------------------------
SAMSUNG FIRE & MARINE INSURANCE CO LTD Agenda Number: 700721144
- --------------------------------------------------------------------------------------------------------------------------
Security: Y7473H108
Meeting Type: AGM
Meeting Date: 31-May-2005
Ticker:
ISIN: KR7000810002
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the income statement, 55th balance sheet Mgmt For *
and appropriation of unappropriated retained
earnings
2. Appoint the Directors Mgmt For *
3. Appoint the Members of the Audit Committee as Mgmt For *
a External Director
4. Approve the remuneration limit for Directors Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
SANLAM LTD Agenda Number: 700691389
- --------------------------------------------------------------------------------------------------------------------------
Security: S7302C129
Meeting Type: AGM
Meeting Date: 01-Jun-2005
Ticker:
ISIN: ZAE000028262
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve and adopt the annual financial statements Mgmt For *
of the Group and the Company for the YE 31
DEC 2004
2. Re-appoint the External Auditors of the Company Mgmt For *
3.1 Re-elect Mr. R.C. Andesen as an Additional Director Mgmt For *
in terms of Article 13.2 of the Company s Articles
of Association
3.2 Re-elect Mr. M.V. Moosa as an Additional Director Mgmt For *
in terms of Article 13.2 of the Company s Articles
of Association
3.3 Re-elect Mr. M. Ramos as an Additional Director Mgmt For *
in terms of Article 13.2 of the Company s Articles
of Association
4.1 Re-elect Mr. A.S. du Plessis as a Director of Mgmt For *
the Company, who retires by roation in terms
of Article 14 of the Articles
4.2 Re-elect Mr. C.E. Maynard as a Director of the Mgmt For *
Company, who retires by roation in terms of
Article 14 of the Articles
4.3 Re-elect Mr. P. de V. Rademeyer as a Director Mgmt For *
of the Company, who retires by roation in terms
of Article 14 of the Articles
4.4 Re-elect Mr. G.E. Rudman as a Director of the Mgmt For *
Company, who retires by roation in terms of
Article 14 of the Articles
5. Authorize the Board to determine the remuneration Mgmt For *
of the External Auditors
6. Approve the total amount of Directors remuneration Mgmt For *
for the YE 31 DEC 2004
7. Approve the remuneration of the Non- Executive Mgmt For *
Directors for the period 01 JAN 2005 up to
30 JUN 2006: a) the Chairman: an all inclusive
remuneration package of ZAR 1.2 million per
annum (currently ZAR 750,000 per annum); b)
the Deputy Chairman: a fixed fee of ZAR 240,000
per annum plus an attendance fee of ZAR l4,000
per Board meeting (currently ZAR 240,000 and
ZAR 10,000 respectively); c) other Directors:
a fixed foe of ZAR 1,60,000 per annum plus
an attendance too of ZAR 14,000 per Board Meeting
(currently ZAR l,60, 000 and ZAR 10,000 respectively);
it should be noted that these fees were not
increased in 2004; the last adjustment took
effect on 01 JAN 2003; d) Board committees:
a fixed fee of ZAR 44,000, ZAR 33,000 or ZAR
22,000 per annum, depending on the responsibilities
and workload associated with the particular
committee (currently ZAR 40,000 or ZAR 20,000).;
the fee for the Chairman of a Committee is
double that of an ordinary Committee Member;
these fees were not increased in 2004; the
last adjustment took effect on 01 JAN 2003
8.O1 Approve to place the authorized but unissued Mgmt For *
ordinary shares in the share capital of the
Company, subject to a maximum of 275 million
shares, at the disposal and under the control
of the Board, and authorize the Directors are
to allot, issue or otherwise dispose thereof
to such person or persons and on such terms
and conditions as the Directors may from time
to time determine, but subject to the provisions
of the Companies Act, No.61 of 1973, as amended
the Companies Act , the requirements of the
JSE Securities Exchange South Africa (the JSE)
and any other Stock Exchange upon which the
shares of the Company may be quoted or listed
from time to time
9.o2 Authorize the Board to: a) implement a Broad Mgmt For *
Based Employee Share Plan as contemplated in
Section 8B of the Income Tax Act BBE Share
Plan , b) subject to the limitations set out
below in the reason for and the effect of this
9.O.2, allot and issue a maximum of 5 million
ordinary shares with a par value of ZAR 0,
01 each in the Company and on such terms, as
may be appropriate, pursuant to the introduction
of the BBE Share Plan, and subject to the limitations
set out below in the reason for and the effect
of this 9.O.2, to impose such other terms and
conditions to the BBE Share Plan as the Board
in their sole discretion deem appropriate
10.s1 Authorize the Boards of Directors of the Company Mgmt For *
and any subsidiary of the Company, up to and
including the date of the following AGM of
the Company, to approve: a) the purchase of
any of its securities by the Company or its
subsidiaries including ordinary shares of ZAR
0,01 each in the capital of the Company; and
b) the purchase of such securities by the Company
in any holding Company of the Company, if any,
and any subsidiary of any such holding Company,
subject to the provisions of the Companies
Act and the requirements of the JSE and any
other Stock Exchange upon which the shares
of the Company may be quoted or listed from
time to time, and subject to such other conditions
as may be imposed by any other relevant authority;
Authority expires the earlier of the conclusion
of the next AGM of the Company or 15 months
; and grant authority to repurchase be limited
to a maximum of 10% of the relevant Company
s Issued share capital of that class at the
time the authority is granted; and repurchases
must not be made at a price more than 5% above
the weighted average of the market value of
the securities for the five business days immediately
preceding the date of the repurchases
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.
- --------------------------------------------------------------------------------------------------------------------------
SANLAM LTD Agenda Number: 700731258
- --------------------------------------------------------------------------------------------------------------------------
Security: S7302C129
Meeting Type: OGM
Meeting Date: 09-Jun-2005
Ticker:
ISIN: ZAE000028262
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.O1 Approve the disposal by Sanlam of up to 100% Mgmt For *
of Absa ordinary shares beneficially held in
the shareholders fund of Sanlam pursuant to
the scheme or arrangement proposed by Barclays
between Absa and its ordinary shareholders
including Sanlam and the simultaneous partial
offer made by Barclays to the ordinary shareholders
of Absa to acquire some of their Absa ordinary
shares including the waiver of any obligation
on Barclays to make a mandatory offer for all
Absa shares or any other materially better
alternative offer from an offer other than
Barclays
2.O2 Authorize any Director of the Company, subject Mgmt For *
to the passing of Resolution 1.O1, to do all
such things and sign all such documentation
as may be necessary to carry into effect the
aforesaid resolution
- --------------------------------------------------------------------------------------------------------------------------
SAPPI LTD Agenda Number: 700628413
- --------------------------------------------------------------------------------------------------------------------------
Security: S73544108
Meeting Type: AGM
Meeting Date: 07-Mar-2005
Ticker:
ISIN: ZAE000006284
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and approve the financial statements Mgmt For *
for the YE SEP 2004
2. Approve to confirm the appointment of the Directors Mgmt For *
Mr. J.E. Healey and Mr. B. Radebe, appointed
subsequent to the last AGM
3.1 Re-elect Mr. D.C. Brink as a Director, who retires Mgmt For *
in terms of the Company s Articles of Association
3.2 Re-elect Mr. M. Feldberg as a Director, who Mgmt For *
retires in terms of the Company s Articles
of Association
3.3 Re-elect Mr. W. Pfarl as a Director, who retires Mgmt For *
in terms of the Company s Articles of Association
3.4 Re-elect Mr. F.A. Sonn as a Director, who retires Mgmt For *
in terms of the Company s Articles of Association
4.S.1 Authorize the Company and/or any of its subsidiaries, Mgmt For *
in terms of Company s Articles of Association,
to acquire shares issued by the Company, on
the open market of JSE, in terms of Sections
85 and 89 of the Companies Act 61 of 1973
the Act and of the Listing Requirements of
the JSE Securities Exchange South Africa JSE
, not exceeding in aggregate 20% of the Company
s shares in issue in any 1 FY, at a price of
no more than 10% of the weighted average market
value of such shares over the previous 5 business
days; Authority expires the earlier of the
next AGM or 15 months ; a press announcement
will be published when the Company has acquired,
on a cumulative basis, 3% of the number of
the shares in issue and for each subsequent
3% purchased thereafter
4.O.1 Adopt the Sappi Limited Performance Share Incentive Mgmt For *
Plan as specified
4.O.2 Authorize any subsidiary of the Sappi Limited Mgmt For *
Sappi Subsidiary , subject to the provisions
of the Companies Act 61 of 1973 and the Listing
Requirements of JSE, to sell at the price at
which the participant or Executive and Manager
is allowed to acquire Sappi shares and transfer
to: a) The Sappi Limited Share Incentive Scheme
and, subject to the passing of Resolution 4.O.1,
The Sappi Limited Performance Share Incentive
Plan collectively the Schemes those numbers
of Sappi shares repurchased by that Subsidiary
but not exceeding 22,500,000, being the maximum
number of Sappi shares available to the Schemes
as may be required by the Schemes when a participant
to whom the Sappi shares will be allocated
has been identified; b) Executives and Managers
of Sappi that number of the Sappi shares repurchased
by that Subsidiary as may be required to satisfy
the requirements of the employment contracts
in terms of which Sappi shares are awarded
to Executives and Managers
4.O.3 Approve to place 24,000,000 of the total of Mgmt For *
the authorized but unissued shares in the capital
of the Company namely 85,928,108 Sappi shares
and 7,000,000 Sappi shares repurchased by a
Subsidiary of Sappi under the control of the
Directors and authorize the Directors, subject
to Section 221 and 222 of the Companies Act
61, of 1973, and Listing Requirements of the
JSE Securities Exchange South Africa, to issue
and allot all or part of that total of Sappi
shares
4.O.4 Approve, with effect from 01 OCT 2004, the remuneration Mgmt For *
of the Non-Executive Directors as specified
4.O.5 Authorize any Director of the Company to sign Mgmt For *
all such documents and to do all such things
as may be necessary for or incidental to the
implementation of the resolutions passed at
the 2004 AGM
5. Transact any other business Other Abstain *
- --------------------------------------------------------------------------------------------------------------------------
SHINSEGAE CO LTD Agenda Number: 700644710
- --------------------------------------------------------------------------------------------------------------------------
Security: Y77538109
Meeting Type: AGM
Meeting Date: 04-Mar-2005
Ticker:
ISIN: KR7004170007
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the balance sheet, the income statement Mgmt Against *
and the statement of appropriation of unappropriated
retained earnings
2. Approve the partial amendment to the Articles Mgmt For *
of Incorporation - additional business objectives:
Nonstore Retailing, Tele Marketing and E-Commerce
3.1 Elect Mr. Kyung Sang Lee as the Director of Mgmt For *
Shinsegae
3.2 Elect Mr. Alasdair G. Nagle as the Director Mgmt For *
of Shinsegae
4.1 Elect Mr. Seok Hwan Park as the Outside Director Mgmt For *
of Shinsegae who will be a Member of the Auditors
Committee
4.2 Elect Mr. Young Soo Han, the Executive Director Mgmt For *
of Korean International Trade Association,
as the Outside Director who will be the Member
of the Auditors Committee
5. Elect Mr. Won Il Kang, the Outside Director Mgmt Against *
of Shinsegae, as a Member of the Auditors
Committee
6. Approve the remuneration limit for the Directors Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
SIAM CEMENT PUBLIC CO LTD (FORMERLY SIAM CEMENT CO LTD) Agenda Number: 700636713
- --------------------------------------------------------------------------------------------------------------------------
Security: Y7866P147
Meeting Type: AGM
Meeting Date: 23-Mar-2005
Ticker:
ISIN: TH0003010Z12
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the minutes of the eleventh OGM of shareholders Mgmt For *
2. Acknowledge the Company s operating results Mgmt For *
for the year 2004
3. Approve the balance sheet and the profit and Mgmt For *
loss statement for the FYE 31 DEC 2004
4. Approve the allocation of profits for 2004 and Mgmt For *
the dividend payment
5. Elect the Directors in replacement for the Directors Mgmt For *
who are due to retire by rotation
6. Appoint the Auditors and approve to determine Mgmt For *
the Auditor s remuneration for the year 2005
7. Approve the amendment to the Company s regulations Mgmt For *
regarding the acquisition and disposition of
assets of the listed Companies to comply with
the notification of the Stock Exchange of Thailand
governing the entering into the disclosure
of information and Act of listed Companies
concerning the acquisition and disposition
of assets, 2004, by adding the additional Clause
57
8. Acknowledge the remuneration of the Board of Mgmt For *
Directors
9. Other business Other Against *
- --------------------------------------------------------------------------------------------------------------------------
SIME DARBY BHD (MALAYSIA) Agenda Number: 700600667
- --------------------------------------------------------------------------------------------------------------------------
Security: Y79551126
Meeting Type: AGM
Meeting Date: 04-Nov-2004
Ticker:
ISIN: MYL4197OO009
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the Directors report and the financial Mgmt For *
statements for the YE 30 JUN 2004 and the Auditors
report thereon
2. Declare a final dividend for the YE 30 JUN 2004 Mgmt For *
3. Re-appoint Mr. Tunku Tan Sri Dato Seri Ahmad Mgmt For *
bin Tunku Yahaya as a Director of the Company
to hold office until the conclusion of the
next AGM, pursuant to Section 129(6) of the
Companies Act 1965
4. Re-appoint Mr. Michael Wong Pakshong as a Director Mgmt For *
of the Company to hold office until the conclusion
of the next AGM, pursuant to Section 129(6)
of the Companies Act 1965
5. Re-appoint Mr. Raja Tan Sri Muhammad Alias bin Mgmt For *
Raja Muhammad Ali as a Director of the Company
to hold office until the conclusion of the
next AGM, pursuant to Section 129(6) of the
Companies Act 1965
6. Elect Mr. Dato Ahmad Zubair @ Ahmad Zubir bin Mgmt For *
Haji Murshid as a Director
7. Re-elect Mr. Tan Sri Dato Seri (Dr.) Ahmad Mgmt For *
Sarji bin Abdul Hamid as a Director
8. Re-elect Mr. Martin Giles Manen as a Director Mgmt For *
9. Re-elect Mr. Tan Sri Datuk Dr. Ahmad Tajuddin Mgmt For *
bin Ali as a Director
10. Re-appoint PricewaterhouseCoopers as the Auditors Mgmt For *
of the Company and authorize the Directors
to fix their remuneration
11. Authorize the Directors, subject to the Companies Mgmt For *
Act 1965, the Articles of Association of the
Company and the approvals of the relevant governmental/regulatory
authorities and pursuant to Section 132D of
the Companies Act 1965, to allot and issue
shares in the Company at any time until the
conclusion of the next AGM and upon such terms
and conditions and for such purposes as the
Directors may in their absolute discretion
deem fit provided that the aggregate number
of shares to be issued does not exceed 10%
of the issued share capital of the Company
12. Approve the Company, subject always to the Companies Mgmt For *
Act 1965 and all other applicable laws guidelines,
rules and regulations, to utilize up to an
amount not exceeding MYR 1 billion from the
retained profits and share premium account
of the Company, to purchase such amount of
ordinary shares of MYR 0.50 each in the Company
as may be determined by the Directors of the
company from time to time through Bursa Malaysia
Securities Berhad upon such terms and conditions
as the Directors may deem fit and expedient
in the interests of the Company provided that
the aggregate number of shares to be purchased
and/or held pursuant to this resolution does
not exceed 10% of the issued and paid-up ordinary
share capital of the Company; and an amount
not exceeding a total of MYR 1 billion, out
of the Company s retained profits and share
premium account be allocated for the share
buy-back, using internally generated funds;
Authority expires earlier the conclusion of
the next AGM of the Company or the expiry of
the period within which the next AGM is required
by law to be held ; and authorize the Directors
of the Company to decided in their discretion
to retain the ordinary shares in the Company
so purchased by the Company as treasury shares
and/or to cancel them and/or resell them and/or
to distribute them as share dividends; and
authorize the Directors of the Company to take
all such steps as are necessary including
the appointment of stockbroking firms and the
opening and maintaining of Central Depository
Accounts designated as Share Buy-back Accounts
and to enter into any agreements, arrangements
and guarantees with any party or parties to
implement finalise and give full effect to
the aforesaid with full powers to assent to
any conditions, modifications, variations and/or
amendments if any as may be imposed by the
relevant authorities
13. Approve the Company and/or its subsidiary Companies, Mgmt For *
subject to the Companies Act 1965, the Memorandum
and the Articles of Association of the Company
and the Listing Requirements of Bursa Malaysia
Securities Berhad, to enter into all arrangements
and/or transactions involving the interests
of Directors, major shareholders or persons
connected with the Directors and/or major shareholders
of the Company and/or its subsidiary Companies
Related Parties as specified provided that
such arrangements and/or transactions are:
i) recurrent transactions of a revenue or trading
nature; ii) necessary for the day-to-day operations;
iii) carried out in the ordinary course of
business on normal commercial terms which are
not more favourable to the Related Parties
than those generally available to the public;
and iv) are not to the detriment of the minority
shareholders the Mandate ; Authority expires
earlier the conclusion of the next AGM of the
Company or the expiration of the period within
which the next AGM is required to be held pursuant
to Section 143(1) of the Companies Act 1965
; 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 may consider expedient
or necessary to give effect to the Mandate
14. Authorize the Board of Directors of the Company Mgmt For *
at any time and form time to time to offer
and to grant Mr. Dato Ahmad Zubair @ Ahmad
Zubir bin Haji Murshid, being a full time Executive
Director of the Company, options to subscribe
for such number of ordinary shares in the share
capital of the company as the Board of Directors
deems fit, provided that such number of ordinary
share shall not exceed his maximum allowable
of 350,000 new ordinary shares in the Company
pursuant to the Sime Darby Employees Share
Option Scheme, subject always to the terms
and conditions of the Bye-Laws of the Scheme
and/or adjustments thereto which may be made
in accordance with the Bye-Laws
- --------------------------------------------------------------------------------------------------------------------------
SM PRIME HOLDINGS INC Agenda Number: 700667453
- --------------------------------------------------------------------------------------------------------------------------
Security: Y8076N112
Meeting Type: AGM
Meeting Date: 25-Apr-2005
Ticker:
ISIN: PHY8076N1120
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Call to order Mgmt For *
2. Approve the certification of notice and quorum Mgmt For *
3. Approve the minutes of the annual meeting of Mgmt For *
the stockholders held on 22 APR 2004
4. Receive the President s report Mgmt For *
5. Ratify the acts of the Board of Directors and Mgmt For *
the Management from the date of the last annual
stockholders meeting up to the date of this
meeting
6. Elect the Directors for 2005 to 2006 Mgmt For *
7. Appoint the External Auditors Mgmt For *
8. Other matters Other Against *
9. Adjournment Mgmt Abstain *
- --------------------------------------------------------------------------------------------------------------------------
TAIWAN SEMICONDUCTOR MANUFACTURING CO LTD Agenda Number: 700610579
- --------------------------------------------------------------------------------------------------------------------------
Security: Y84629107
Meeting Type: EGM
Meeting Date: 21-Dec-2004
Ticker:
ISIN: TW0002330008
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Amend the Articles of Incorporation Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
TAIWAN SEMICONDUCTOR MANUFACTURING CO LTD Agenda Number: 700648744
- --------------------------------------------------------------------------------------------------------------------------
Security: Y84629107
Meeting Type: AGM
Meeting Date: 10-May-2005
Ticker:
ISIN: TW0002330008
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Receive the 2004 business operations Mgmt For *
1.2 Receive the audited reports Mgmt For *
1.3 Receive the status of asset acquisition or disposal Mgmt For *
1.4 Receive the status of endorsement and guarantee Mgmt For *
1.5 Receive the status of purchasing treasury stocks Mgmt For *
2.1 Acknowledge the 2004 business reports and the Mgmt For *
financial statements
2.2 Approve the 2004 profit distribution; proposed Mgmt For *
cash dividend: TWD 2 per share
2.3 Approve the issuance of new shares from retained Mgmt For *
earnings and staff bonus; proposed stock dividend:
50 for 1,000 shares held
2.4 Amend the Articles of Incorporation Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
TAIWAN SEMICONDUCTOR MFG. CO. LTD. Agenda Number: 932304316
- --------------------------------------------------------------------------------------------------------------------------
Security: 874039100
Meeting Type: Annual
Meeting Date: 10-May-2005
Ticker: TSM
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO ACCEPT 2004 BUSINESS REPORT AND FINANCIAL Mgmt For For
STATEMENTS.
02 TO APPROVE THE PROPOSAL FOR DISTRIBUTION OF Mgmt For For
2004 PROFITS.
03 TO APPROVE THE CAPITALIZATION OF 2004 STOCK Mgmt For For
DIVIDENDS AND EMPLOYEE PROFIT SHARING (IN STOCK).
04 TO APPROVE REVISIONS TO THE ARTICLES OF INCORPORATION. Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
TELECOM ARGENTINA, S.A. Agenda Number: 932231614
- --------------------------------------------------------------------------------------------------------------------------
Security: 879273209
Meeting Type: Special
Meeting Date: 02-Nov-2004
Ticker: TEO
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPOINTMENT OF TWO SHAREHOLDERS TO APPROVE AND Mgmt For For
SIGN THE MINUTES.
02 RATIFICATION OF ALL BOARD MEMBERS AND COMPANY Mgmt For For
OFFICERS ACTIONS IN CONNECTION WITH THE APE
SOLICITATION STATEMENT ( APE ), AS MORE FULLY
DESCRIBED ON THE COMPANY S WEBSITE LISTED BELOW.
03 APPROVAL OF THE ISSUANCE - SUBJECT TO COMPLIANCE Mgmt For For
WITH THE TERMS OF THE APE SOLICITATION STATEMENT
AND APPROVAL BY THE RELEVANT REGULATORY AUTHORITY
- OF THE NEW NOTES, NON-CONVERTIBLE INTO SHARES,
PURSUANT TO LAW NO 23,576, AS MORE FULLY DESCRIBED
ON THE COMPANY S WEBSITE LISTED BELOW.
04 DELEGATION TO THE BOARD OF AMPLE AUTHORITY TO Mgmt For For
ESTABLISH ALL TERMS AND CONDITIONS FOR THE
ISSUANCE, OFFER, AND PLACEMENT OF THE NEW NOTES,
AS MORE FULLY DESCRIBED ON THE COMPANY S WEBSITE
LISTED BELOW.
05 GRANTING TO THE BOARD OF AUTHORITY TO SUB-DELEGATE Mgmt For For
THE POWERS AND AUTHORITY GRANTED BY THE MEETING
TO ANY ONE OR MORE BOARD MEMBERS AND/OR SENIOR
OFFICERS OF THE COMPANY.
- --------------------------------------------------------------------------------------------------------------------------
TELECOM ARGENTINA, S.A. Agenda Number: 932237933
- --------------------------------------------------------------------------------------------------------------------------
Security: 879273209
Meeting Type: Annual
Meeting Date: 26-Nov-2004
Ticker: TEO
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPOINTMENT OF TWO SHAREHOLDERS TO APPROVE AND Mgmt For For
SIGN THE MINUTES OF THE MEETING.
02 RATIFICATION OF THE FILING WITH THE COURTS OF Mgmt For For
THE ACUERDO PREVENTIVO EXTRAJUDICIAL OF TELECOM.
RESOLUTION WHETHER OR NOT CONTINUE WITH THE
PROCESS THEREOF. APPROVAL OF THE EVENTUAL FILING
OF APE TO COURTS OF FOREIGN COMPETENT JURISDICTION.
- --------------------------------------------------------------------------------------------------------------------------
TELECOM ARGENTINA, S.A. Agenda Number: 932307172
- --------------------------------------------------------------------------------------------------------------------------
Security: 879273209
Meeting Type: Annual
Meeting Date: 27-Apr-2005
Ticker: TEO
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPOINTMENT OF TWO SHAREHOLDERS TO APPROVE AND Mgmt For For
SIGN THE MINUTES.
02 CONSIDERATION OF THE DOCUMENTS PROVIDED FOR Mgmt For For
IN SECTION 234, SUBSECTION 1 OF LAW 19,550,
THE REGULATION OF THE COMISION NACIONAL DE
VALORES
03 DISCUSSION OF COMPANY S STATUS UNDER SECTION Mgmt For For
206 OF THE CORPORATE LAW ( LSC ).
04 REVIEW OF THE PERFORMANCE OF THE BOARD OF DIRECTORS Mgmt For For
AND THE SURVEILLANCE COMMITTEE ACTING DURING
THE SIXTEENTH FISCAL YEAR.
05 REVIEW OF THE BOARD OF DIRECTORS COMPENSATION Mgmt For For
($1,670,000,- ALLOCATED AMOUNT) FOR THE FISCAL
YEAR ENDED ON DECEMBER 31, 2004
06 AUTHORIZATION OF THE BOARD OF DIRECTORS TO MAKE Mgmt For For
ADVANCE PAYMENTS OF FEES PAYABLE IN THE AMOUNT
SET FORTH AT THE MEETING.
07 FEES PAYABLE TO THE SURVEILLANCE COMMITTEE ACTING Mgmt For For
DURING THE SIXTEENTH FISCAL YEAR.
08 DETERMINATION OF THE NUMBER OF REGULAR AND ALTERNATE Mgmt For For
DIRECTORS WHO SHALL HOLD OFFICE DURING THE
SEVENTEENTH FISCAL YEAR.
09 ELECTION OF REGULAR AND ALTERNATE DIRECTORS Mgmt For For
TO SERVE DURING THE SEVENTEENTH FISCAL YEAR.
10 ELECTION OF REGULAR AND ALTERNATE MEMBERS OF Mgmt For For
THE SURVEILLANCE COMMITTEE FOR THE SEVENTEENTH
FISCAL YEAR.
11 APPOINTMENT OF THE INDEPENDENT AUDITORS WHO Mgmt For For
SHALL REVIEW THE FINANCIAL STATEMENTS FOR THE
SEVENTEETH FISCAL YEAR.
12 CONSIDERATION OF THE BUDGET TO BE ASSIGNED TO Mgmt For For
THE AUDIT COMMITTEE FOR THE FISCAL YEAR 2005.
- --------------------------------------------------------------------------------------------------------------------------
TURKCELL ILETISIM HIZMET Agenda Number: 700648693
- --------------------------------------------------------------------------------------------------------------------------
Security: M8903B102
Meeting Type: OGM
Meeting Date: 29-Apr-2005
Ticker:
ISIN: TRATCELL91M1
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Opening and elect the Presidency Board Mgmt For *
2. Authorize the Presidency Board to sign the minutes Mgmt For *
of the meeting
3. Elect the Board Members temporarily made by Mgmt For *
the Board of Directors during the previous
year in order to fill the vacancies and approval
thereof
4. Receive the annual reports of the Board of Directors, Mgmt For *
the Auditors and the summary of the Independent
Audit Firm s report relating to FY 2004
5. Approve the balance sheet and profit/loss statements Mgmt For *
relating to FY 2004
6. Grant release to the Board Members and the Auditors Mgmt For *
from activities and operations of the Company
in year 2004
7. Receive the proposal regarding Board Members Mgmt For *
candidates and elect the Board of Directors
Members for a 3 years period and determine
their remuneration
8. Elect the Auditor for a period of 1 year and Mgmt For *
determine their remuneration
9. Amend the Article 6 of the Company s Article Mgmt For *
of Association titled Capital of the Company
to new Turkish Liras in accordance with the
amendment in law concerning the monetary unit
of Turkish Republic numbered 5083 and Article
399 of the Turkish Commercial Code and the
increase of the registered Company s capital;
approve the amendment of Article 6 of the Company
s Articles of association
10. Approve the decision of the distribution of Mgmt For *
profit for year 2004
11. Amend the Article 13 Mgmt For *
12. Amend the Article 21 Mgmt For *
13. Acknowledge the donations made in year 2004 Mgmt For *
14. Approve the Independent Audit Firm which was Mgmt For *
determined by the Board of Directors
15. Authorize the Board of Directors to conduct Mgmt For *
the procedures stated by the provision no.334
and 335 of the Turkish Commercial code
16. Acknowledge the Information Policy of the Company Mgmt For *
prepared by the Board of Directors
17. Wishes and hopes Mgmt Abstain *
- --------------------------------------------------------------------------------------------------------------------------
TURKIYE IS BANKASI AS Agenda Number: 700651626
- --------------------------------------------------------------------------------------------------------------------------
Security: M8933F115
Meeting Type: OGM
Meeting Date: 31-Mar-2005
Ticker:
ISIN: TRAISCTR91N2
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Opening and elect the Members of the Chairmanship Mgmt For *
Committee of the meeting and authorize the
Chairmanship Committee to sign the meeting
minutes
2. Receive and approve the Board of Directors Mgmt For *
report, the Statutory Auditors report and
the Independent Audit Firm s report
3. Receive and approve the balance sheet and profit Mgmt For *
and loss accounts pertaining to 2004 accounting
period, and grant discharge to the Board of
Directors and the Statutory Auditors with regard
to the 2004 activities and accounts
4. Approve to determine the type and the date of Mgmt For *
the profit distribution
5. Elect the Members of the Board of Directors Mgmt For *
6. Approve to determine the allowance of the Members Mgmt For *
of the Board of Directors
7. Elect the Statutory Auditors for the year 2005 Mgmt For *
8. Determine the fees payable to the Statutory Mgmt For *
Auditors
- --------------------------------------------------------------------------------------------------------------------------
UNITED MICROELECTRONICS CORP Agenda Number: 700667718
- --------------------------------------------------------------------------------------------------------------------------
Security: Y92370108
Meeting Type: AGM
Meeting Date: 13-Jun-2005
Ticker:
ISIN: TW0002303005
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
AS PER TRUST ASSOCIATION S PROXY VOTING GUIDELINES, Non-Voting No vote
EVERY SHAREHOLDER IS ELIGIBLE TO BE NOMINATED
AS A CANDIDATE AND BE ELECTED AS A DIRECTOR
OR A SUPERVISOR, REGARDLESS OF BEING RECOMMENDED
BY THE COMPANY AND/OR BY OTHER PARTIES. IF
YOU INTEND TO VOTE FOR A LISTED CANDIDATE,
YOU WILL NEED TO CONTACT THE CANDIDATE AND/OR
THE ISSUING COMPANY TO OBTAIN THE CANDIDATE
S NAME AND ID NUMBER. WITHOUT SUCH SPECIFIC
INFORMATION, AN ELECTION WOULD BE DEEMED AS
A NO VOTE
1.1 Approve the business operation report of FY Mgmt For *
2004
1.2 Approve the Supervisors review financial reports Mgmt For *
of the FY 2004
1.3 Approve the report of the status of acquisition Mgmt For *
and the disposal of assets with related persons
1.4 Approve the execution status report of buyback Mgmt For *
of the treasury stock
1.5 Approve the report on merger with the SIS MicroelectronicsMgmt For *
1.6 Approve the institute code of ethics for the Mgmt For *
Directors, the Supervisors and the Managers
2.1 Ratify the business operation result and the Mgmt For *
financial reports of the FY 2004
2.2 Ratify the net profit allocation of the FY 2004 Mgmt For *
3.1 Amend the process procedures of lending to others Mgmt Against *
3.2 Approve to relieve restrictions on the Directors Mgmt For *
of other Companies
3.3 Approve the issuing of additional shares Mgmt For *
3.4 Amend the Company Articles Mgmt Against *
4. Elect the Company s Directors Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
YUANTA CORE PACIFIC SECURITIES CO LTD Agenda Number: 700687176
- --------------------------------------------------------------------------------------------------------------------------
Security: Y98639100
Meeting Type: AGM
Meeting Date: 23-Jun-2005
Ticker:
ISIN: TW0006004005
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Approve the business operating results for 2004 Mgmt For *
1.2 Ratify the financial statements of 2004 by Company Mgmt For *
Supervisors
1.3 Approve the status of the merger with Asia Securities Mgmt For *
Inc
2. Approve the financial statements of 2004 Mgmt For *
3.1 Approve the distribution of profits of 2004; Mgmt For *
cash dividend: TWD 0.5 share
3.2 Approve the issue of new shares from capital Mgmt For *
reserves; proposed bonus issue: 20 for every
1,000 shares held
3.3 Approve the revision to the Articles of Incorporation Mgmt Against *
3.4 Amend the procedures for acquisitions or disposals Mgmt Against *
of substantial assets
4. Other proposals and extraordinary motions Other Abstain *
Managers Global Bond Fund
- --------------------------------------------------------------------------------------------------------------------------
MUTUAL FUND TRUST Agenda Number: 932242097
- --------------------------------------------------------------------------------------------------------------------------
Security: 62826N770
Meeting Type: Special
Meeting Date: 03-Feb-2005
Ticker: JINXX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM J. ARMSTRONG Mgmt Withheld Against
ROLAND E. EPPLEY, JR. Mgmt Withheld Against
JOHN F. FINN Mgmt Withheld Against
DR. MATTHEW GOLDSTEIN Mgmt Withheld Against
ROBERT J. HIGGINS Mgmt Withheld Against
PETER C. MARSHALL Mgmt Withheld Against
MARILYN MCCOY Mgmt Withheld Against
WILLIAM G. MORTON, JR. Mgmt Withheld Against
ROBERT A. ODEN, JR. Mgmt Withheld Against
FERGUS REID, III Mgmt Withheld Against
FREDERICK W. RUEBECK Mgmt Withheld Against
JAMES J. SCHONBACHLER Mgmt Withheld Against
LEONARD M. SPALDING, JR Mgmt Withheld Against
02 TO APPROVE AGREEMENTS AND PLANS OF REORGANIZATION Mgmt For For
PURSUANT TO WHICH EACH SERIES OF EACH JPMORGAN FUND
OTHER THAN THE JPMMFS FUNDS WOULD BE REORGANIZED AS
CORRESPONDING SERIES OF JPMMFS.
04 TO APPROVE THE AMENDMENT OF THE FUNDAMENTAL Mgmt For For
INVESTMENT RESTRICTION OF THE FUNDS REGARDING
BORROWING MONEY.
Managers International Equity Fund
- --------------------------------------------------------------------------------------------------------------------------
ALCAN INC. Agenda Number: 932242958
- --------------------------------------------------------------------------------------------------------------------------
Security: 013716105
Meeting Type: Special
Meeting Date: 22-Dec-2004
Ticker: AL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 IN RESPECT OF THE ARRANGEMENT RESOLUTION Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
ALCAN INC. Agenda Number: 932288461
- --------------------------------------------------------------------------------------------------------------------------
Security: 013716105
Meeting Type: Annual
Meeting Date: 28-Apr-2005
Ticker: AL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
R. BERGER Mgmt For For
L.D. DESAUTELS Mgmt For For
T. ENGEN Mgmt For For
L.Y. FORTIER Mgmt For For
J.-P. JACAMON Mgmt For For
W.R. LOOMIS Mgmt For For
Y. MANSION Mgmt For For
C. MORIN-POSTEL Mgmt For For
H. ONNO RUDING Mgmt For For
G. SAINT-PIERRE Mgmt For For
G. SCHULMEYER Mgmt For For
P.M. TELLIER Mgmt For For
M.K. WONG Mgmt For For
02 APPOINTMENT OF AUDITORS: PRICEWATERHOUSECOOPERS Mgmt For For
LLP
03 RE-CONFIRMATION OF SHAREHOLDER RIGHTS PLAN Mgmt Split 61% For 39% Against Split
04 AMENDMENTS TO ALCAN EXECUTIVE SHARE OPTION PLAN Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
ALLIANZ AG, MUENCHEN Agenda Number: 700673723
- --------------------------------------------------------------------------------------------------------------------------
Security: D03080112
Meeting Type: OGM
Meeting Date: 04-May-2005
Ticker:
ISIN: DE0008404005
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting No vote
PLEASE BE ADVISED THAT "ALLIANZ AG" SHARES ARE Non-Voting No vote
ISSUED IN REGISTERED FORM AND AS SUCH DO NOT
REQUIRE SHARE BLOCKING IN ORDER TO ENTITLE
YOU TO VOTE. THANK YOU.
1. Receive the financial statements and the annual Mgmt Abstain *
report for the FY 2004 with the report of the
Supervisory Board, the Group financial statements
and the Group annual report
2. Approve the appropriation of the distributable Mgmt For *
profit of EUR 852,000,000 as follows: payment
of a dividend of EUR 1.75 per no-par shares;
EUR 177,635,811.25 shall be allocated to the
other revenue reserves; and ex-dividend and
payable date: 05 MAY 2005 payable date: 06
MAY 2005
3. Ratify the acts of the Board of Managing Directors Mgmt For *
4. Ratify the acts of the Supervisory Board Mgmt For *
5.1 Re-elect Mr. Igor Landau as an Officer to the Mgmt For *
Supervisory Board
5.2 Re-elect Professor. Dr. Dennis J. Snower as Mgmt For *
an Officer to the Supervisory Board
5.3 Re-elect Mr. Franz Fehrenbach as an Officer Mgmt For *
to the Supervisory Board
5.4 Re-elect Dr. Franz B. Humer as an Officer to Mgmt For *
the Supervisory Board
5.5 Re-elect Dr. Albrecht Schaefer as a Substitute Mgmt For *
Member to the Supervisory Board
5.6 Re-elect Dr. Juergen Than as an Officer to the Mgmt For *
Supervisory Board
6. Amend the Articles of Association in respect Mgmt For *
of the remuneration for the Supervisory Board
as follows: from the 2005 financial year on,
each Member of the Supervisory Board shall
receive a fixed annual remuneration of EUR
50,000, a short-term profit-related remuneration
of up to EUR 24,000, and a long-term profit-related
remuneration of up to EUR 24,000, the Chairman
shall receive twice, and the Deputy Chairman
one and a half times, these amounts; Committee
members except for Members of the mediation
committee and Audit Committee shall receive
an additional remuneration of 25% committee
Chairmen 50% of the above the above mentioned
remuneration, members of the Audit committee
a fixed annual remuneration of EUR 30,000
the Chairman of the Audit Committee EUR 45,000
, each member shall receive an attendance fee
of EUR 500 per Supervisory Board meeting and
committee meeting; should several meetings
be held on the same day or on consecutive days,
the attendance fee will be paid only once
7. Grant authority to acquire own shares for purposes Mgmt For *
of securities trading financial institutions
in which the Company holds a majority interest
shall be authorized to acquire and sell shares
of the Company, at prices not deviating more
than 10% from the market price of the shares,
on or before 03 NOV 2006; the trading portfolio
of shares to be acquired for such purpose shall
not exceed 5% of the Company's share capital
at the end of any day
8. Authorize the Company to acquire own shares Mgmt For *
of up to 10% of its share capital, through
the stock exchange at a price not differing
more than 15% from the market price of the
shares, or by way of a repurchase offer at
a price not differing more than 20 %; from
the market price of the shares, on or before
03 NOV 2006; authorize the Board of Managing
Directors to dispose of the shares in a manner
other than through the stock exchange or a
rights offering if the shares are sold at a
price not materially below their market price,
to use the shares for acquisition purposes,
to float the shares on foreign stock exchanges,
to use the shares for the fulfillment of convertible
or option rights, to offer the shares to employees
of the company or its affiliates, and to retire
the shares
9. Authorize the Board of Managing Directors to Mgmt For *
issue new profit-sharing certificates of up
to EUR 10,000,000, in order to secure the subscription
rights of holders of profit-sharing certificates,
on or before 03 MAY 2010; the capital represented
by the profit-sharing certificates shall be
increased in accordance with any increase of
the share capital, holders of profit-sharing
certificates being granted subscription rights
for new certificates
COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting 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.
- --------------------------------------------------------------------------------------------------------------------------
ASSURANCES GENERALES DE FRANCE AGF, PARIS Agenda Number: 700706560
- --------------------------------------------------------------------------------------------------------------------------
Security: F14868180
Meeting Type: MIX
Meeting Date: 23-May-2005
Ticker:
ISIN: FR0000125924
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Verification Period: Registered Shares: 1 to Non-Voting No vote
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, Mgmt For *
of the Chairman and the general report of the
Statutory Auditors, approve the financial statements
and the balance sheet for the FYE on 31 DEC
2004, in the form presented to the meeting
O.2 Receive the reports of the Board of Directors, Mgmt For *
of the Chairman and the Statutory Auditors,
approve the consolidated financial statements
for the said FY, in the form presented to the
meeting
O.3 Approve the recommendations of the Board of Mgmt For *
Directors and resolves to appropriate the earnings
for the FYE on 31 DEC 2004, as follows: profits
for the FY: EUR 184,751,286.36; prior retained
earnings: EUR 142,402,233.91; less EUR 4,987,50.00
amount of the exceptional tax ; distributable
profits of EUR 327,153,520.27; allocated to:
the global dividend for EUR 327,112,877.92;
the balance that is EUR 40,642.35 to the carry
forward account; the shareholders will receive
a net dividend of EUR 1.84 per share, and will
entitle natural persons to the 50% allowance;
this dividend will be paid on 24 MAY 2005
O.4 Approve the share premium account is of EUR Mgmt For *
1,687,227,351.74, the number of the Company
s self detained shares on 11 MAR 2005, being
of 11,854,009 and consequently the number of
shares to be remunerated being of EUR 177,778,738.00;
the general meeting decides to allocate an
amount of EUR 135,111,840.88 that is EUR 0.76
per share, by a drawing upon the share premium
account thus amounting to EUR 1,552,115,510.86;
this amount will be paid starting 24 MAY 2005;
a global amount of EUR 2.60 per share will
be allocated to the shareholders, the dividend
of EUR 1.84 set forth in the previous resolution
being taken into account
O.5 Approve that, pursuant to Article 39 of the Mgmt For *
amended Finance Law for 2004, to transfer the
amount of EUR 200,000,000.00 posted to the
special reserve of long-term capital gains
to an ordinary reserve account, to charge against
this reserve the amount of the exceptional
tax which brings back the ordinary reserve
to EUR 404,074,562.43; it credits the carry
forward account with the said exceptional tax,
this account will consequently be of EUR 5,028,142.35
O.6 Receive the special report of the Auditors on Mgmt Against *
agreements governed by Articles L.225-38 and
seq. of the French Commercial Code, approve
the said report and the agreements referred
to therein
O.7 Authorize the Board of Directors, in substitution Mgmt For *
for the authority set forth in resolution number
11 and given for 5 years by the CGM of 30 MAY
2000, to proceed in one or more transactions,
in France or abroad, by a maximum nominal amount
of EUR 1,500,000,000.00, with the issue of
bonds; authorize the Board of Directors to
take all necessary measures and accomplish
all necessary formalities; Authority expires
at the end of 5 years
O.8 Authorize the Board of Directors, in substitution Mgmt For *
to the authority set forth in Resolution O.15
and given by the CGM of 25 MAY 2004, to buy
back the Company s shares on the open market,
as per the following conditions: maximum purchase
price: EUR 90.00 without purchase fee , minimum
sale price: EUR 35.00 without transfer tax
, maximum number of shares that may be acquired:
10% of the share capital, maximum amount liable
to be used for such repurchases: EUR 1,707,175,530.00;
Authority expires at the end of 18 months
; Authorize the Board of Directors to take
all necessary measures and accomplish all necessary
formalities
O.9 Authorize the Board of Directors, in substitution Mgmt For *
for the authority set forth in resolution number
12 and given for 5 years by the CGM of 30 MAY
2000, to proceed in one or more transactions,
in France or abroad, by a maximum nominal amount
of EUR 1,500,000,000.00, with the issue of
subordinated securities; authorize the Board
of Directors to take all necessary measures
and accomplish all necessary formalities;
Authority expires at the end of 5 years
O.10 Authorize the Board of Directors, in substitution Mgmt For *
for the authority of the CGM on 26 MAY 2003,
to increase in one or more transactions, in
France or abroad, the share capital by a maximum
nominal amount of EUR 650,000,000.00, by way
of issuing Company s common shares or any securities
giving access to Company s common shares; the
nominal value of debt instruments issued shall
not exceed EUR 1,500,000,000.00; the shareholders
preferential subscription rights are maintained;
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; Authority expires at the end of 26
months
O.11 Authorize the Board of Directors, in substitution Mgmt Against *
for the authority of the CGM on 26 MAY 2003,
to increase in one or more transactions, in
France or abroad, the share capital by a maximum
nominal amount of EUR 650,000,000.00, by way
of issuing Company s common shares or any securities
giving access to Company s common shares; the
nominal value of debt instruments issued shall
not exceed EUR 1,500,000,000.00; the shareholders
pre-emptive subscription rights are cancelled;
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; Authority expires at the end of 26
months
E.12 Authorize the Board of Directors, in substitution Mgmt For *
for the authority of the CGM on 26 MAY 2003,
in order to increase the share capital, in
one or more transactions and at its sole discretion,
by a maximum nominal amount of EUR 650,000,000.00,
by way of capitalizing reserves, profits, additional
paid in capital, to be carried out through
the issue of bonus shares or the raise of par
value of the existing shares or by utilizing
these two methods simultaneously; authorize
to 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;
Authority expires at the end of 26 months
O.13 Authorize the Board of Directors, in substitution Mgmt Against *
for the authority of the CGM on 26 MAY 2003,
to issue Company s new shares, in consideration
for securities tendered in a public exchange
offer initiated by the Company concerning the
shares of another Company, the capital increases
maximum nominal amount will not exceed EUR
650,000,000.00; 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; Authority expires at the
end of 26 months
O.14 Approve that the overall nominal amounts pertaining Mgmt For *
to the capital increases to be carried out
by way of issuing shares, with the use of the
delegation given by regulations number 10,
11, 12 and 13 shall not exceed EUR 650,000,000.00;
the issue of the debt securities to be carried
out with the use of the delegation given by
the resolution number 10, 11, 12 and 13 shall
not exceed EUR 1,500,000,000.00; in substitution
for the authority of the CGM on 26 MAY 2003
O.15 Authorize the Board of Directors, in substitution Mgmt For *
for the authority of the CGM on 25 MAY 2004,
in order to increase the share capital, in
one or more transactions, by way of issuing
common shares in favour of the Company s employees
who are Members of a Company savings plan,
for an amount which shall not exceed 3% of
the capital; authorize the Board of Directors
to take all necessary measures and accomplish
all necessary formalities; Authority expires
at the end of 26 months
O.16 Authorize the Board of Directors, to increase Mgmt Against *
the share capital, within the limit of 10%
of the share capital, by way of issuing shares,
equity securities or instruments or various
securities giving or which could give access
to the share capital, in consideration for
the contribution in kind granted to the Company
and comprised of equity securities or securities
giving access to share capital; authorize the
Board of Directors to take all necessary measures
and accomplish all necessary formalities;
Authority expires at the end of 26 months
O.17 Authorize the Board of Directors, to proceed Mgmt Against *
with allocations free of charge of Company
s existing shares in favour of the Company
s Employees or Officers or of only certain
of terms and of those of the companies linked
to it, provided that they shall not represent
a total number of shares exceeding 2,000,000
shares; Authority expires at the end of 38
months
O.18 Authorize the Board of Directors, in substitution Mgmt For *
for the authority of the CGM on 25 MAY 2004,
to reduce the shares capital by canceling,
in accordance with various authorization given
by pervious CGM, the shares cancelled in the
24 months does not exceed 10% of the capital;
Authority expires at the end of 5 years
O.19 Grant all powers to the bearer of a copy or Mgmt For *
an extract of the minutes of this meeting in
order to accomplish all formalities, filings
and registrations prescribed by law
- --------------------------------------------------------------------------------------------------------------------------
ASTRAZENECA PLC Agenda Number: 700673951
- --------------------------------------------------------------------------------------------------------------------------
Security: G0593M107
Meeting Type: AGM
Meeting Date: 28-Apr-2005
Ticker:
ISIN: GB0009895292
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the Company s accounts and the reports Mgmt For *
of the Directors and the Auditor for the YE
31 DEC 2004
2. Approve to confirm the first interim dividend Mgmt For *
of USD 0.295 16.0 pence, SEK 2.200 per ordinary
share and to confirm as the final dividend
for 2004 the second interim dividend of USD
0.645 34.3 pence SEK 4.497 per ordinary share
3. Re-appoint KPMG Audit PLC as the Auditor Mgmt For *
4. Authorize the Directors to agree the remuneration Mgmt For *
of the Auditor
5.1 Re-elect Mr. Louis Schweitzer as a Director Mgmt For *
in accordance with the Article 65 of the Company
s Articles of Association
5.2 Re-elect Mr. Hakan Morgen as a Director in accordance Mgmt For *
with the Article 65 of the Company s Articles
of Association
5.3 Re-elect Sir Tom McKillop as a Director in accordance Mgmt For *
with the Article 65 of the Company s Articles
of Association
5.4 Re-elect Mr. Jonathan Symonds as a Director Mgmt For *
in accordance with the Article 65 of the Company
s Articles of Association
5.5 Re-elect Mr. John Petterson FRCP as a Director Mgmt For *
in accordance with the Article 65 of the Company
s Articles of Association
5.6 Re-elect Mr. David R. Brennan as a Director Mgmt For *
in accordance with the Article 65 of the Company
s Articles of Association
5.7 Re-elect Sir Peter Bonfield CBE as a Director Mgmt For *
in accordance with the Article 65 of the Company
s Articles of Association
5.8 Re-elect Mr. John Buchanan as a Director in Mgmt For *
accordance with the Article 65 of the Company
s Articles of Association
5.9 Re-elect Mr. Jane Henney as a Director in accordance Mgmt For *
with the Article 65 of the Company s Articles
of Association
5.10 Re-elect Mr. Michele Hooper as a Director in Mgmt For *
accordance with the Article 65 of the Company
s Articles of Association
5.11 Re-elect Mr. Joe Jimenez as a Director in accordance Mgmt For *
with the Article 65 of the Company s Articles
of Association
5.12 Re-elect Mr. Ema Moller as a Director in accordance Mgmt For *
with the Article 65 of the Company s Articles
of Association
5.13 Re-elect Mr. Dame Bridget Ogilvie as a Director Mgmt For *
in accordance with the Article 65 of the Company
s Articles of Association
5.14 Re-elect Mr. Marcus Wallenberg as a Director Mgmt For *
in accordance with the Article 65 of the Company
s Articles of Association
6. Approve the Directors remuneration report for Mgmt For *
the YE 31 DEC 2004 as specified
7. Approve: the rules of the AstraZeneca Performance Mgmt For *
Share Plan the Plan and authorize the Directors
to do all such acts and things as they may
consider necessary or expedient to carry the
Plan into effect; to establish such schedules
to the Paln as they may consider necessary
in relation to employees in jurisdictions outside
the UK, with such modifications as may be necessary
or desirable to take account of local securities
laws, exchange control and tax legislation,
provided that any shares made available under
such schedules be treated as counting against
the relevant limits on individual and overall
participation in the Plan
8. Authorize the Company and any Company which Mgmt For *
is or becomes a 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 the of the Company s AGM in 2006 provided
that any such donations and expenditure made
by the Company together with those made by
any subsidiary Company while it is a subsidiary
of the Company not exceeding in aggregate of
GBP 150,000 during that period
9. Approve that the authority and power to allot Mgmt For *
new shares conferred on the Directors by Article
7.1 of the Company s Articles of Association
be renewed for the period commencing on the
date of this AGM and ending on the date of
the AGM of the Company in 2006 or, if earlier,
on 30 JUN 2006, and for such period the Section
80 amount shall be USD 136,488,521
S.10 Approve that the power conferred on the Directors Mgmt For *
by Article 7.1 of the Company s Articles of
Association be renewed for the period commencing
on the date of this AGM and ending on the date
of the AGM of the Company in 2006 or, if earlier,
on 30 JUN 2006, and for such period the Section
89 amount shall be USD 20,473,278
S.11 Authorize the Company, for the purposes of Section Mgmt For *
166 of the Companies Act 1985, to make market
purchases Section 163 of that Act of a maximum
number of shares of up to 10% ordinary shares
of USD 0.25 each in the capital of the Company,
at a minimum price of USD 0.25 and up to 105%
of the average of middle market values of the
Company s ordinary shares as derived from the
London Stock Exchange Daily Official List,
over the previous 5 business days; Authority
expires the earlier of the conclusion of the
AGM of the Company in 2006 or 30 JUN 2006 ;
the Company, before the expiry, may make a
contract to purchase ordinary shares which
will or may be executed wholly or partly after
such expiry
- --------------------------------------------------------------------------------------------------------------------------
AVIVA PLC Agenda Number: 700678824
- --------------------------------------------------------------------------------------------------------------------------
Security: G0683Q109
Meeting Type: AGM
Meeting Date: 26-Apr-2005
Ticker:
ISIN: GB0002162385
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and approve the Company s report and Mgmt For *
the accounts for the YE 31 DEC 2004
2. Declare the final dividend of 16.00 pence per Mgmt For *
ordinary share of the Company for the YE 31
DEC 2004
3. Elect Mr. Richard Goeltz as a Director of the Mgmt For *
Company
4. Elect Mr. Andrew Moss as a Director of the Company Mgmt For *
5. Elect Lord Sharman of Redlynch as a Director Mgmt For *
of the Company
6. Elect Mr. Russell Walls as a Director of the Mgmt For *
Comapny
7. Re-elect Mr. Guillermo De La Dehesa as aDirector Mgmt For *
of the Company
8. Re-elect Mr. Wim Dik as a Director of the Company Mgmt For *
9. Re-elect Mr. Derek Stevens as a Director of Mgmt For *
the Company
10. Re-elect Mr. Andre Villeneuve as a Director Mgmt For *
of the Company
11. Re-elect Mr. George Paul as a Director of the Mgmt For *
Company
12. Re-elect Mr. Elizabeth Vllance as a Director Mgmt For *
of the Company
13. Re-appoint Ernst & young LLP as the Auditor Mgmt For *
of the Company until the next AGM
14. Authorize the Directors to determine the Auditors Mgmt For *
remuneration
15. Authorize the Directors, to allot the Company Mgmt For *
s unissued shares up to an minimum nominal
amount of GBP 179 million 31.4% of the total
ordinary share capital as at 08 MAR 2005 ;
the Company did not hold any treasury shares
as at 08 MAR 2005; Authority expires the earlier
of the next AGM of the Company or 26 SEP 2004
; and the Directors may make allotments during
the relevant period which may be exercised
after the relevant period; other than in relation
to Company s offer for RAC PLC, the Employee
Share Option Plans operated by the Group and
the operation of the Company s Scrip Dividend
Scheme, the Directors have no present intention
of exercising this authority
S.16 Approve that the authority conferred on the Mgmt For *
Directors by Article 5.04(B) of the Company
s Articles of Association be renewed; Authority
expires earlier the conclusion of the next
AGM of the Company or 15 months for that period
the Section 89 amount will be GBP 28 million;
the authority sought and the limits set by
this resolution will also disapply the application
of Section 89 of the Companies Act 1985 from
a sale of treasury shares to the extent; the
guidelines issued by the Investment Committee
of the Association of British issuers and the
National Association of Pension Funds Limited,
the Board confirms its intention that no more
than 7.5% of the issued share capital will
be issued for cash on a non-pre-emptive basis
during any rolling 3 year period; the Directors
have no present intentions of exercising this
authority
17. Approve the Directors remuneration report containing Mgmt For *
with in the report and the accounts for the
YE 31 DEC 2004 by shareholders in accordance
with Section 214A of the Companies Act 1985
18. Approve the rules of the Aviva Annual Bonus Mgmt For *
Plan 2005; authorize the Directors to do all
the acts and things necessary and expedient
to adopt and operate it, including making such
modifications as the Directors consider appropriate
to take account of the requirements of the
UK listing authority and best practice
19. Approve the rules of the Aviva Long Term Incentive Mgmt For *
Plan 2005; authorize the Directors to do all
the acts and things necessary and expedient
to adopt and operate it, including making such
modifications as the Directors consider appropriate
to take account of the requirements of the
UK listing authority and best practice
20. Approve the rules of the Aviva Executive Share Mgmt For *
Option Plan 2005; authorize the Directors to
do all the acts and things necessary and expedient
to adopt and operate it
21. Approve the limit on the aggregate amount of Mgmt For *
the remuneration which may be paid by the Company
to the Directors for their services as set
out in the Article 20.04 of the Company s Articles
of Association be increased from GBP 1,000,000
TO GBP 1,500,000 per annum
S.22 Approve to increase the authorized share capital Mgmt For *
of the Company form GBP 950 million to GBP
1.45 billion and EUR 700 million by creating
of : 500 million preference shares of GBP 1
each the EURO shares ; and 700 million preference
shares of EUR 1 each the Euro new preference
shares together with the sterling new preference
shares , the new preference shares the new
preference shares shall have attached to them
the rights and terms referred to or authorized
in the new Article 3.05 referred below; authorize
the Directors, in substitution of any existing
authority and pursuant to Section 95 of the
Companies Act 1985 the Act , to allot new
preference shares Section 94 for cash pursuant
to the authority conferred by this Resolution,
Section 89(1) , does not apply to such allotment;
Authority expires the earlier of the conclusion
of the AGM of the Company in 2010 or 5 years
; and the Directors may allot preference shares
after the expiry of this authority in pursuance
of such an offer or agreement made prior to
such expiry; amend the Company s Articles of
Association by adopting the inclusion of Article
3.05
S.23 Authorize the Company, to make market purchases Mgmt For *
Section 163(3) of the Companies Act 1985
of up to 228 million ordinary shares of 25
pence each in the capital of the Company, at
a minimum price of 25 pence and up to 105%
of the average middle market quotations for
such shares derived from the London Stock Exchange
Daily Official List, over the previous 5 business
days; Authority expires the earlier of the
conclusion of the next AGM of the Company or
15 months ; the Company, before the expiry,
may make a contract to purchase ordinary shares
which will or may be executed wholly or partly
after such expiry
S.24 Authorize the Company, to make market purchases Mgmt For *
Section 163(3) of the Companies Act 1985
of up to 100 million 8 3/4% cumulative irredeemable
preference shares of GBP 1 each in the capital
of the Company, at a minimum price of 25 pence
and up to 105% of the average middle market
quotations for such shares derived from the
London Stock Exchange Daily Official List,
over the previous 5 business days; Authority
expires the earlier of the conclusion of the
next AGM of the Company or 15 months ; the
Company, before the expiry, may make a contract
to purchase ordinary shares which will or may
be executed wholly or partly after such expiry
S.25 Authorize the Company, to make market purchases Mgmt For *
Section 163(3) of the Companies Act 1985
of up to 100 million 8 3/4% cumulative irredeemable
preference shares of GBP 1 each in the capital
of the Company, at a minimum price of 25 pence
and up to 105% of the average middle market
quotations for such shares derived from the
London Stock Exchange Daily Official List,
over the previous 5 business days; Authority
expires the earlier of the conclusion of the
next AGM of the Company or 15 months ; the
Company, before the expiry, may make a contract
to purchase ordinary shares which will or may
be executed wholly or partly after such expiry
- --------------------------------------------------------------------------------------------------------------------------
BANCA INTESA SPA, MILANO Agenda Number: 700661639
- --------------------------------------------------------------------------------------------------------------------------
Security: T17074104
Meeting Type: OGM
Meeting Date: 13-Apr-2005
Ticker:
ISIN: IT0000072618
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No Action *
REACH QUORUM THERE WILL BE A SECOND CALL ON
14 APR 2005. YOUR VOTING INSTRUCTIONS WILL
REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS
MET OR THE MEETING IS CANCELLED. THANK YOU.
1. Approve the balance sheet reports as of 31 DEC Mgmt No Action *
2004, the Board of Directors reports on Management
activity and Internal Auditors reports, balance
sheet reports as of 31 DEC 2004 of Intesa Sistemi
Eservizi SPA, merged in Banca Intesa starting
from 01 JAN 2005
2. Appoint the Directors Mgmt No Action *
3. Appoint the Internal Auditors and the Chairman Mgmt No Action *
for FYs 2005/2007 to state their emoluments
- --------------------------------------------------------------------------------------------------------------------------
BANCO BILBAO VIZCAYA ARGENTARIA SA BBVA, BILBAO Agenda Number: 700636686
- --------------------------------------------------------------------------------------------------------------------------
Security: E11805103
Meeting Type: OGM
Meeting Date: 26-Feb-2005
Ticker:
ISIN: ES0113211835
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No vote
REACH QUORUM, THERE 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 appropiation, of the annual accounts Mgmt For *
balance sheet, profit and loss account and
annual report and the Management report of
the Banco Bilbaovizcaya 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 appropiate, the Members Mgmt For *
of the Board of Directors
3. Authorize the Board of Directors for the issuance Mgmt For *
of corporate bonds 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
4. Authorize the Company, to acquire its treasury Mgmt For *
stock, directly or 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 Mgmt For *
right for its substitution, to formalise, correct,
interpret and implement resolutions
PLEASE NOTE THAT THIS IS A REVISION DUE TO A Non-Voting No vote
CHANGE IN THE 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.
- --------------------------------------------------------------------------------------------------------------------------
BANCO BILBAO VIZCAYA ARGENTARIA SA, BILBAO Agenda Number: 700727451
- --------------------------------------------------------------------------------------------------------------------------
Security: E11805103
Meeting Type: EGM
Meeting Date: 13-Jun-2005
Ticker:
ISIN: ES0113211835
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No vote
REACH QUORUM, THERE 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 Mgmt For *
Vizcaya Argentaria, 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
2. Authorize the Board of Directors to execute Mgmt For *
and deliver, rectify, construe and implement
the resolutions adopted by the meeting
- --------------------------------------------------------------------------------------------------------------------------
BANK OF EAST ASIA LTD Agenda Number: 700661552
- --------------------------------------------------------------------------------------------------------------------------
Security: Y06942109
Meeting Type: AGM
Meeting Date: 08-Apr-2005
Ticker:
ISIN: HK0023000190
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve and adopt the audited accounts and the Mgmt For *
reports of the Directors and of the Auditors
for the YE 31 DEC 2004
2. Declare a final dividend Mgmt For *
3. Elect the Directors Mgmt For *
4. Appoint the Auditors and authorize the Directors Mgmt For *
to fix their remuneration
S.5 Amend the Articles of Association of the Company: Mgmt For *
a) by adding the specified new definition immediately
after the deletion of the these Articles
in Article 2; b) by adding the specified new
definition immediately after the definition
of Board in Article 2; c) by deleting the
definition of Recognized Clearing House in
Article 2 in its entirety and substitute with
new definition as specified; d) by adding the
specified new Article 66A immediately after
Article 66; e) by deleting Article 77 in its
entirety except the margin note thereof and
substitute with new Article as specified; f)
by deleting the Sub-Clause (H) of Article 89
in its entirety and substitute therewith the
new sub paragraph as specified; g) by deleting
the words as defined in the Listing Rules
wherever they appear in Sub-Clauses (i) and
(j) of Article 89; h) by deleting the Sub-Clause
(K) of Article 89 in its entirety and substitute
therefore with new sub-paragraph as specified
6. Authorize the Directors to allot, issue and Mgmt Against *
dispose of additional shares of the bank and
make or grant offers, agreements and options
or warrants during and after the relevant period,
not exceeding 20% of the aggregate nominal
amount of the share capital of the bank in
issue as at the date of this resolution as
increased by the scrip dividend issue approved
pursuant to item 2 above otherwise than pursuant
to: i) a rights issue; or ii) the exercise
of any share option scheme or similar arrangement
adopted for the grant or issue to the employees
of the bank and its subsidiaries of shares
or rights to acquire shares of the bank; or
iii) any scrip dividend or similar arrangement
in accordance with the Articles of Association
of the bank; Authority expires the earlier
of the conclusion of the next AGM of the Bank
or the expiration of the period within which
the next AGM is to be held by law
7. Authorize the Directors to repurchase ordinary Mgmt For *
shares of HKD 2.50 each in the capital of the
Bank 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 under
the Hong Kong Code on share repurchases for
such purposes, subject to and in accordance
with all applicable laws and regulations, at
such price as the Directors may at their discretion
determine in accordance with all applicable
laws and regulations, 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 AGM of
the Bank 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 For *
6 and 7, to extend the general mandate granted
to the Directors to allot the shares pursuant
to Resolution 6, by the addition to the aggregate
nominal amount of the share capital repurchased
pursuant to Resolution 7
- --------------------------------------------------------------------------------------------------------------------------
BANK OF NOVA SCOTIA Agenda Number: 700637234
- --------------------------------------------------------------------------------------------------------------------------
Security: 064149107
Meeting Type: AGM
Meeting Date: 01-Mar-2005
Ticker:
ISIN: CA0641491075
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Receive the financial statements for the FYE Non-Voting No vote
31 OCT 2004 and the Auditors report on the
statements
1.1 Elect Mr. Ronald A. Brenneman as a Director Mgmt For *
1.2 Elect Mr. C.J. Chen as a Director Mgmt For *
1.3 Elect Ms. N. Ashleigh Everett as a Director Mgmt For *
1.4 Elect Mr. John C. Kerr as a Director Mgmt For *
1.5 Elect The Honourable Michael J.L. Kirby as a Mgmt For *
Director
1.6 Elect Mr. Laurent Lemaire as a Director Mgmt For *
1.7 Elect Mr. John T. Mayberry as a Director Mgmt For *
1.8 Elect The Honourable Barbara J. McDougall a Mgmt For *
Director
1.9 Elect Ms. Elizabeth Parr-Johnston as a Director Mgmt For *
1.10 Elect Mr. Arthur R.A. Scace as a Director Mgmt For *
1.11 Elect Mr. Gerald W. Schwartz as a Director Mgmt For *
1.12 Elect Mr. Allan C. Shaw as a Director Mgmt For *
1.13 Elect Mr. Paul D. Sobey as a Director Mgmt For *
1.14 Elect Ms. Barbara S. Thomas as a Director Mgmt For *
1.15 Elect Mr. Richard E. Waugh as a Director Mgmt For *
2. Re-appoint PricewaterhouseCoopers LLP and KPMG Mgmt For *
LLP as the Auditors of the Bank
3. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shr Against *
PROPOSAL: Approve the Bank to proceed with
the closure of its subsidiary or subsidiaries
in tax havens
4. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shr Against *
PROPOSAL: Authorize the Board of Directors
of Bank to establish a salary ceiling for the
senior officers of the Bank and of its subsidiaries,
including all forms of remuneration and benefits
5. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shr Against *
PROPOSAL: Authorize the Scotiabank to limit
the term of office of an Independent Director
sitting on the Board of Directors, to a maximum
of 10 years
6. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shr Against *
PROPOSAL: Authorize the Scotiabank to implement
cumulative voting for the election of Board
of Members, therefore giving minority shareholders
a much more active role in the appointment
of Directors
7. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shr Against *
PROPOSAL: Authorize the Scotiabank to replace
the Stock Option Plan for Executives with a
restricted share program, the shares of which
must be retained for atleast 2 years
8. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shr Against *
PROPOSAL: Authorize the Board to provide a
report to shareholders, by 01 OCT 2005, disclosing
current policies, practices and strategies
to reduce the risk impacts of climate change
on the Bank s key business areas
9. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shr Against *
PROPOSAL: Approve that the candidates for Directors
must receive atleast 75% support
10. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shr Against *
PROPOSAL: Approve that Directors who change
principal occupation shall resign
11. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shr Against *
PROPOSAL: Approve fairness in credit-card operations
Transact such other business Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
BANK OF YOKOHAMA LTD Agenda Number: 700743645
- --------------------------------------------------------------------------------------------------------------------------
Security: J04242103
Meeting Type: AGM
Meeting Date: 28-Jun-2005
Ticker:
ISIN: JP3955400001
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve Appropriation of Profits: Term-End Dividend Mgmt For *
- Ordinary Dividend JPY 7, Special Dividend
JPY 1.5
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 *
3.7 Elect a Director Mgmt For *
4.1 Appoint a Corporate Auditor Mgmt For *
4.2 Appoint a Corporate Auditor Mgmt For *
5. Approve Provision of Retirement Allowance for Mgmt For *
Directors
6. Approve Issuance of Shares Acquisition Rights Mgmt For *
as Stock Options
- --------------------------------------------------------------------------------------------------------------------------
BAYER AG, LEVERKUSEN Agenda Number: 700661134
- --------------------------------------------------------------------------------------------------------------------------
Security: D07112119
Meeting Type: OGM
Meeting Date: 29-Apr-2005
Ticker:
ISIN: DE0005752000
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the financial statements and the annual Mgmt No Action *
report for the 2004 FY with the report of the
Supervisory Board, the Group financial statements
and Group annual report; and approve the approve
the appropriation of the distributed profit
; distributed profit of EUR 401,688,056 shall
be appropriated as follows: payment of a dividend
of EUR 0.55 per no-par share ex-dividend; payable
date be 02 MAY 2005
2. Grant discharge to the Board of Management Mgmt No Action *
3. Grant discharge to the Supervisory Board Mgmt No Action *
4.1 Elect Dr. rer. pol., Dipl.-Kfm. Klaus Kleinfeld Mgmt No Action *
as an ordinary Member of the Supervisory Board
4.2 Elect Prof. Dr.-Ing. Dr. h.c. Ekkehard D. Schulz Mgmt No Action *
as an odinary Member to the Supervisory Board
4.3 Elect Jochen Appell as an alternative Member Mgmt No Action *
to the Supervisory Board
4.4 Elect Dr. Hans-Dirk Krekeler as an alternative Mgmt No Action *
Member to the Supervisory Board
5. Amend the Articles of Association in respect Mgmt No Action *
of each Member of Supervisory Board receiving
a fixed annual remuneration of EUR 60,000 and
a variable remuneration of EUR 2,000 for every
EUR 50,000,000 or part thereof by which the
gross cash flow as reported in the consolidated
Group financial statements of the recent FY
exceeds EUR 3,100,000,000
6. Amend Section 14, Section 15(1), Section 15(2), Mgmt No Action *
and Section 15(3) of the Articles of Association
in connection with the Law on Corporate Integrity
and the modernization of the right to set aside
7. Authorize the Management Directors to acquire Mgmt No Action *
shares of the Company up to 10% of its share
capital, at a price not differing more than
10% from the market price of the shares, on
or before 28 OCT 2006; 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 their
market price against payment in cash, to use
the shares in connection with mergers and acquisitions
or within the scope of the Company's Stock
Option Plans; and to retire the shares
8. Elect PWC Deutsche Revision AG, Wirtschaftspruefungsgesellschaft,Mgmt No Action *
as the Auditors for the year 2005
PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting No Action *
COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting No Action *
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.
- --------------------------------------------------------------------------------------------------------------------------
BAYERISCHE HYPO- UND VEREINSBANK AG, MUENCHEN Agenda Number: 700676349
- --------------------------------------------------------------------------------------------------------------------------
Security: D08064103
Meeting Type: OGM
Meeting Date: 12-May-2005
Ticker:
ISIN: DE0008022005
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the annual financial statements and Mgmt No Action *
consolidated financial statements, along with
the Management report of the Executive Board
and the report of the Supervisory Board
2. Grant discharge the Members of the Executive Mgmt No Action *
Board
3. Grant Discharge the Members of the Supervisory Mgmt No Action *
Board
4. Elect the Supervisory Board Mgmt No Action *
5. Approve the acquisition of treasury stocks pursuant Mgmt No Action *
to Section 71 (1) No. 7 of the German Stock
Corporation Act
6. Approve the acquisition of treasury stocks pursuant Mgmt No Action *
to Section 71 (1) No. 8 of the German Stock
Corporation Act
7. Amend the Articles of Association Mgmt No Action *
8. Approve the addition of a new Paragraph to the Mgmt No Action *
Articles of Association
9. Amendment Article 2 of the Articles of Association Mgmt No Action *
10. Approve the signing of Management control and Mgmt No Action *
profit-and-loss transfer agreements
11. Approve the signing of a Profit-and-Loss Transfer Mgmt No Action *
Agreement
12. Elect the Auditor for 2005 Mgmt No Action *
- --------------------------------------------------------------------------------------------------------------------------
BNP PARIBAS Agenda Number: 700647576
- --------------------------------------------------------------------------------------------------------------------------
Security: F1058Q238
Meeting Type: OGM
Meeting Date: 18-May-2005
Ticker:
ISIN: FR0000131104
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting No vote
YOU.
PLEASE NOTE THAT THE MEETING HELD ON 03 MAY Non-Voting No vote
2005 HAS BEEN POSTPONED DUE TO LACK OF QUORUM
AND THAT THE SECOND CONVOCATION WILL BE HELD
ON 18 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 reports of the Board of Directors Mgmt For *
and the Statutory Auditors and approve the
consolidated balance sheet and the consolidated
financial statements for the YE 31 DEC 2004
O.2 Receive the reports of the Board of Directors Mgmt For *
and the Statutory Auditors and approve the
financial statements and the balance sheet
for the YE 31 DEC 2004
O.3 Approve the appropriation of the profits as Mgmt For *
follows: profits for the FY: EUR 3,281,771,448.69;
prior retained earnings: EUR 7,114,262,360.48;
total: EUR 10,396,033,809.17; to the special
investment reserve: EUR 46,102,393.00; global
dividend: EUR 1,770,438,404.00; carry forward
account: EUR 8,579,493,012.17; the shareholders
will receive a net dividend of EUR 2.00 per
share this dividend will be paid on from 30
MAY 2005
O.4 Receive the special report of the Auditors on Mgmt For *
agreements governed by Article L.225-38 of
the French Commercial Code and approve the
said report and the agreements referred to
therein
O.5 Authorize the Board of Directors to trade in Mgmt For *
the Company s shares on the stock market, as
per the following conditions: maximum purchase
price: EUR 75.00, maximum number of shares
to be traded: 10% of the total number of shares
comprising the capital of the company; Authority
expires at the end of 18 months ; approve to
delegates all powers to the Board of Directors
to take all necessary measures and accomplish
all necessary formalities
O.6 Ratify the co-optation by the Board of Director Mgmt For *
of Mr. Jean-Francois Lepetit who replaces Mr.
Jean-Marie Messier as a Director for the remainder
of the latter s term of office, until the general
meeting, which will deliberate upon the annual
financial statements for FY 2007 and approve
to renew the term of office of Mr. Jean-Francois
Lepetit as a Director for a period of 3 years
O.7 Approve to renew the term of office of Mr. Gerhard Mgmt For *
Cromme as a Director for a period of 3 years
O.8 Approve to renew the term of office of Mr. Francois Mgmt For *
Grappotte as a Director for a period of 3 years
O.9 Approve to renew the term of office of Mrs. Mgmt For *
Helene Ploix as a Director for a period of
3 years
O.10 Approve to renew the term of office of Mr. Baudoin Mgmt For *
Prot as a Director for a period of 3 years
O.11 Appoint Mrs. Loyola de Palacio del Valle-Lersundi Mgmt For *
as a Director for a period of 3 years
O.12 Approve to award total annual fees of EUR 780,000.00 Mgmt For *
to the Board of Directors
O.13 Grant all powers to the bearer of a copy or Mgmt For *
an extract of the minutes of this meeting in
order to accomplish all formalities, filings
and registrations prescribed by law
E.14 Approve to delegate the Board of Directors all Mgmt For *
powers to grant, in one or more transactions,
to Officers and Employees of the Company and
its subsidiaries, options giving the right
either to subscribe for new shares in the Company,
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 1.5% of the Company
s registered capital; Authority expires at
the end of 38 months ; approve to delegate
all powers to the Board of Directors to take
all necessary measures and accomplish all necessary
formalities
E.15 Approve to delegate all powers to the Board Mgmt Against *
of Directors to allocate, in one or in more
transactions, either free existing shares purchased
by the Company, or free shares to be issued,
granted to employees and Officers of the Company
or its subsidiaries , provided that the number
of Shares shall not exceed 1.5% of the Company
s registered capital the Authority expires
at the end of 38 months ; approve to delegate
all powers to the Board of Directors to take
all necessary measures and accomplish all necessary
formalities
E.16 Grant all powers to the Board of Directors to Mgmt For *
reduce the share capital by canceling the shares
held by the Company in connection with a stock
repurchase plan, provided that the total number
of shares cancelled in the 24 months does not
exceed 10% of the capital; Authority expires
at the end of 18 months ; approve to delegates
all powers to the Board of Directors to take
all necessary measures and accomplish all necessary
formalities
E.17 Amend Article of Association Number 7 relating Mgmt For *
to the number of Directors elected by the employees
O.18 Grant all powers to the bearer of a copy or Mgmt For *
an extract of the minutes of this meeting in
order to accomplish all formalities, filings
and registrations prescribed by law
Verification period in France is that period Non-Voting No vote
during which the shares are blocked from being
traded. It is 6 to 8 days prior to the meeting
date and that once the shares are blocked the
custodians have to wait till the meeting date
is passed. Verification period is like soft
blocking requesting the sub-custodians to unblock
the shares. 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
- --------------------------------------------------------------------------------------------------------------------------
BOC GROUP PLC Agenda Number: 700624225
- --------------------------------------------------------------------------------------------------------------------------
Security: G12068113
Meeting Type: AGM
Meeting Date: 14-Jan-2005
Ticker:
ISIN: GB0001081206
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the report of the Directors and the Mgmt For *
audited accounts of the YE 30 SEP 2004
2. Approve the BOC s dividend policy Mgmt For *
3. Elect Mr. Guy Dawson as a Director, who retires Mgmt For *
in accordance with Article 86
4. Elect Ms. Anne Quinn as a Director, who retires Mgmt For *
in accordance with Article 86
5. Elect Mr. Iain Napier as a Director, who retires Mgmt For *
in accordance with Article 86
6. Re-elect Mr. Tony Isaac as a Director, who retires Mgmt For *
by rotation
7. Re-elect Mr. Rob Margetts as a Director, who Mgmt For *
retires by rotation
8. Re-elect Dr. Raj Rajagopal as a Director, who Mgmt For *
retires by rotation
9. Re-appoint PricewaterhouseCoopers LLP as the Mgmt For *
Auditors of BOC until the conclusion of the
next general meeting at which accounts are
laid
10. Authorize the Directors to determine the Auditors Mgmt For *
remuneration
11. Approve the Directors remuneration report Mgmt For *
12. Approve the BOC Group UK Savings-Related Share Mgmt For *
Option Scheme Sharesave Scheme 2005 and authorize
the Directors to do all acts and expedient
to adopt and operate the Sharesave Scheme,
obtain approval from the Board of Inland Revenue
and to introduce further plans for the benefit
of employees located in countries other than
the UK based on Sharesave Scheme within the
limits of new ordinary shares made available
under the Sharesave Scheme, subject to modifications
to take account of overseas laws, exchange
control and tax legislations
13. Approve the BOC Group Share Matching Plan the Mgmt For *
Plan and authorize the Directors to do all
acts and expedient to adopt and operate the
Plan, make such modifications appropriate to
take account of the requirements of the London
Stock Exchange and the UK Listing Authority
and to establish further plans for the benefit
of employees located in countries other than
the UK based on the Plan within the limits
of new ordinary shares made available under
the Plan, subject to modifications to take
account of overseas laws, exchange control
and tax legislations
14. Authorize the Directors to amend the rules of Mgmt For *
the BOC Group Long-Term Incentive Plan and
to do all acts necessary or desirable to effect
the amendment
15. Authorize the Directors, under Section 80 of Mgmt For *
the Companies Act 1985, to allot relevant securities
up to an aggregate nominal amount of GBP 18,580,720;
Authority expires the earlier of the conclusion
of next AGM or 15 months ; 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.16 Authorize the Directors, subject to the passing Mgmt For *
of Resolution 15 and under Section 95 of the
Companies Act 1985, to allot equity securities
for cash, disapplying the statutory pre-emption
rights Section 89(1) , provided that this
authority is limited to the allotment: i) in
connection with a rights issue to ordinary
shareholders; and ii) up to an aggregate nominal
amount of GBP 6,235,319.25; Authority expires
the earlier of the conclusion of the AGM or
15 months ; 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.17 Authorize the BOC to purchase up to 49,882,554 Mgmt For *
fully-paid ordinary shares by the way of market
purchases Section 163(3) of the Companies
Act 1985 , at a minimum price is 25p and maximum
price not more than 5% above the average of
the middle market quotations as published in
the London Stock Exchange Daily Official List,
for the previous 5 business days; Authority
expires the earlier of the conclusion of the
AGM or 15 months ; the BOC, before the expiry,
may make a purchase ordinary shares which will
or may be executed fully or partly after such
expiry
PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting No vote
AGENDA. IF YOU HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU
- --------------------------------------------------------------------------------------------------------------------------
BP PLC Agenda Number: 700658202
- --------------------------------------------------------------------------------------------------------------------------
Security: G12793181
Meeting Type: AGM
Meeting Date: 14-Apr-2005
Ticker:
ISIN: GB0007980591
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To re-elect Dr. D. C. Allen as a Director (See Mgmt For *
biography on page 4 in the notes section of
the proxy statement)
2. To re-elect The Lord Browne of Madingley as Mgmt For *
a Director (See biography on page 4 in the
notes section of the proxy statement)
3. To re-elect Mr J H Bryan as a Director (See Mgmt For *
biography on pages 4-5 in the notes section
of the proxy statement)
4. To re-elect Mr. A. Burgmans as a Director (See Mgmt For *
biography on page 5 in the notes section of
the proxy statement)
5. To re-elect Mr. I.C. Conn as a Director (See Mgmt For *
biography on page 5 in the notes section of
the proxy statement)
6. To re-elect Mr. E.B. Davis, Jr. as a Director Mgmt For *
(See biography on pages 5-6 in the notes section
of the proxy statement)
7. To re-elect Mr. D.J. Flint as a Director (See Mgmt For *
biography on page 6 in the notes section of
the proxy statement)
8. To re-elect Dr. B.E. Grote as a Director (See Mgmt For *
biography on page 6 in the notes section of
the proxy statement)
9. To re-elect Dr. A.B. Hayward as a Director (See Mgmt For *
biography on pages 6-7 in the notes section
of the proxy statement)
10. To re-elect Dr. D.S. Julius as a Director (See Mgmt For *
biography on page 7 in the notes section of
the proxy statement)
11. To elect Sir Tom McKillop as a Director (See Mgmt For *
biography on page 7 in the notes section of
the proxy statement)
12. To re-elect Mr. J.A. Manzoni as a Director (See Mgmt For *
biography on page 7 in the notes section of
the proxy statement)
13. To re-elect Dr. W.E. Massey as a Director (See Mgmt For *
biography on page 7 in the notes section of
the proxy statement)
14. To re-elect Mr. H.M.P. Miles as a Director (See Mgmt For *
biography on page 8 in the notes section of
the proxy statement)
15. To re-elect Sir Ian Prosser as a Director (See Mgmt For *
biography on page 8 in the notes section of
the proxy statement)
16. To re-elect Mr. M.H. Wilson as a Director (See Mgmt For *
biography on page 9 in the notes section of
the proxy statement)
17. To re-elect Mr. P.D. Sutherland as a Director Mgmt For *
(See biography on page 9 in the notes section
of the proxy statement)
18. To reappoint Ernst & Young LLP as auditors until Mgmt For *
the conclusion of the next general meeting
before which accounts are laid and to authorize
the Directors to set the Auditors remuneration
for 2005 (See note on page 10 in the notes
section of the proxy statement)
19. To renew, for the period ending on the date Mgmt For *
of the Annual Genera Meeting in 2006 or 13
July 2006, whichever is the earlier, the authority
and power conferred on the Directors by Article
13 of the Company s Articles of Association
to allot relevant securities up to an aggregate
nominal amount equal to the Section 80 Amount
of GBP 1,770 million (See note on page 10 in
the notes section of the proxy statement)
S.20 To renew, for the period ending on the date Mgmt For *
of the Annual General Meeting in 2006 or 13
July 2006, whichever is the earlier, the authority
and power conferred on the directors by Article
13 of the Company s Articles of Association
to allot equity securities wholly for cash
(a) in connection with a rights issue; and
(b) otherwise than in connection with a rights
issue up to an aggregate nominal amount equal
to the Section 89 Amount of GBP 265 million
(See note on page 10 in the notes section of
the proxy statement)
S.21 To authorize the company generally and unconditionally Mgmt For *
to make market purchases (as defined in Section
163(3) of the Companies Act 1985) of ordinary
shares with nominal value of GBP 0.25 each
in the Company, provided that: (a) the Company
does not purchase under this authority more
than 2.1 billion ordinary shares; (b) the Company
does not pay less than GBP 0.25 for each share;
and (c) the Company does not pay more for each
share than 5% over the average of the middle
market price of the ordinary shares for the
five business days immediately preceding the
date on which the Company agrees to buy the
shares concerned, based on share prices and
currency exchange rates published in the Daily
Official List of the London Stock Exchange.
In executing this authority the company may
purchase shares using any currency, including
pounds sterling, US dollars, and EURO. This
authority shall continue for the period ending
on the date of the Annual General Meeting in
2006 or 13 July 2006, whichever is the earlier,
provided that if the company has agreed before
this date to purchase ordinary shares where
these purchases will or may be executed after
the authority terminates (either wholly or
in part) the Company may complete such purchases
(See note on page 10 in the notes section of
the proxy statement)
22. To approve the Directors Remuneration Report Mgmt For *
for the year ended 31 December 2004 (See note
on page 10 in the notes section of the proxy
statement)
23. To approve the renewal of the BP Executive Directors Mgmt For *
Incentive Plan (the plan ), a copy of which
is produced to the meeting initialled by the
Chairman for the purpose of identification,
for a further five years and to authorize the
Directors to do all acts and things that they
may consider necessary or expedient to carry
the plan into effect (See note on pages 11-13
in the notes section of the proxy statement)
24. To receive the report of the directors and the Mgmt For *
accounts for the year ended 31 December 2004
(See note on page 10 in the notes section of
the proxy statement)
PLEASE NOTE THAT THIS IS A REVISION TO REFLECT Non-Voting No vote
A MORE DETAILED AGENDA. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
PLEASE NOTE THAT THERE IS NO SHARE BLOCKING Non-Voting No vote
AT THIS MEETING.
- --------------------------------------------------------------------------------------------------------------------------
BRITISH AMERICAN TOBACCO PLC Agenda Number: 700681251
- --------------------------------------------------------------------------------------------------------------------------
Security: G1510J102
Meeting Type: AGM
Meeting Date: 28-Apr-2005
Ticker:
ISIN: GB0002875804
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the accounts and the reports of the Mgmt For *
Directors and the Auditors for the YE 31 DEC
2004
2. Approve the remuneration report of the Directors Mgmt For *
for the YE 31 DEC 2004
3. Declare a final dividend of 29.2p per ordinary Mgmt For *
share in respect of the YE 31 DEC 2004 payable
on 04 MAY 2005 to shareholders on the register
at the close of business on 11 MAR 2005
4. Re-appoint PricewaterhouseCoopers LLP as the Mgmt For *
Company s Auditors
5. Authorize the Directors to agree the Auditors Mgmt For *
remuneration
6.a Re-appoint Mr. Kenneth Clarke as a Director Mgmt For *
6.b Re-appoint Mr. Paul Rayner as a Director Mgmt For *
6.c Re-appoint Mr. Thys Visser as a Director Mgmt For *
7.a Re-appoint Mr. Piet Beyers as a Director Mgmt For *
7.b Re-appoint Mr. Robert Lerwill as a Director Mgmt For *
7.c Re-appoint Sir Nicholas Scheele as a Director Mgmt For *
8. Authorize the Directors, in accordance with Mgmt For *
Section 80 of the Companies Act 1985, to allot
relevant Section 80(2) of the Companies Act
1985 up to an aggregate nominal amount of
GBP 178,421,446; Authority shall expire at
the conclusion of the next AGM of the Company
; and the Directors may make allotments during
the relevant period which may be exercised
after the relevant period
S.9 Authorize the Directors, pursuant to Section Mgmt For *
95(1) of the Companies Act 1985, to allot equity
securities Section 94 of the Act for cash
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, open
offer or other pre-emptive offering in favor
of ordinary shareholders of 25p each of the
Company; and b) up to an aggregate nominal
amount of GBP 26,763,216; Authority expire
upon the expiry of the general authority conferred
by Resolution 8 ; 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.10 Authorize the Company, to make market purchases Mgmt For *
Section 163(3) of the Companies Act 1985
of up to 214.1 million ordinary shares of 25p
each in the capital of the Company, at a minimum
price of 25p and not more than 105% of the
average of the middle market prices shown in
the quotations for an ordinary shares as derived
from the London Stock Exchange Daily Official
List, for the 5 business days immediately preceding
the date of purchase; Authority shall expire
at the conclusion of the AGM of the Company
; 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
11. Authorize the Company, in accordance with Section Mgmt For *
347C of the Companies Act 1985 the Act to
make donations to EU political organization
and to incur EU political expenditure in each
case as defined in Section 347A of the Act
provided that: i) the amount donated to EU
political organizations during the specified
period shall not exceed GBP 1,000,000 in total;
ii) the amount of EU political expenditure
incurred during specified period shall not
exceed GBP 1,000,000 in total; Authority expires
earlier the conclusion of the AGM of the Company
to be held in 2009 or 28 APR 2009
12. Amend the Rules of the British American Tobacco Mgmt For *
Long Term Incentive Plan the LTIP Rules ;
and authorize the Directors to take such actions
as may be necessary or desirable to make the
LTIP amendments
- --------------------------------------------------------------------------------------------------------------------------
BRITISH SKY BROADCASTING GROUP PLC Agenda Number: 932233113
- --------------------------------------------------------------------------------------------------------------------------
Security: 111013108
Meeting Type: Annual
Meeting Date: 12-Nov-2004
Ticker: BSY
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO RECEIVE AND ADOPT THE FINANCIAL STATEMENTS Mgmt For For
FOR THE YEAR ENDED 30 JUNE 2004, TOGETHER WITH
THE REPORT OF THE DIRECTORS AND AUDITORS THEREON
02 TO DECLARE A FINAL DIVIDEND Mgmt For For
03 DIRECTOR
JEREMY DARROCH Mgmt For For
NICHOLAS FERGUSON Mgmt For For
ANDREW HIGGINSON Mgmt For For
LORD ROTHSCHILD Mgmt For For
JACQUES NASSER Mgmt For For
GAIL REBUCK Mgmt For For
ARTHUR SISKIND Mgmt For For
10 TO REAPPOINT DELOITTE & TOUCHE LLP AS AUDITORS Mgmt For For
AND TO AUTHORISE THE DIRECTORS TO AGREE THEIR
REMUNERATION
11 TO RECEIVE THE REPORT ON DIRECTORS REMUNERATION Mgmt For For
FOR THE YEAR ENDED 30 JUNE 2004
12 TO AUTHORISE THE DIRECTORS TO MAKE EU POLITICAL Mgmt For For
DONATIONS UNDER THE PPER ACT 2000
13 TO AUTHORISE THE DIRECTORS TO ALLOT SHARES UNDER Mgmt For For
SECTION 80 COMPANIES ACT 1985
14 TO DISAPPLY STATUTORY PRE-EMPTION RIGHTS (SPECIAL Mgmt For For
RESOLUTION)
15 TO AUTHORISE THE DIRECTORS TO MAKE MARKET PURCHASES Mgmt For For
(SPECIAL RESOLUTION)
16 TO APPROVE THE WAIVING OF THE COMPULSORY BID Mgmt For For
OBLIGATION IN RESPECT OF MARKET PURCHASES UNDER
RULE 9 OF THE CITY CODE ON TAKEOVERS & MERGERS
17 TO RENEW THE BRITISH SKY BROADCASTING GROUP Mgmt For For
EXECUTIVE SHARE OPTION SCHEME
18 TO RENEW THE BRITISH SKY BROADCASTING GROUP Mgmt For For
SHARESAVE SCHEME
- --------------------------------------------------------------------------------------------------------------------------
CAMECO CORP Agenda Number: 700693573
- --------------------------------------------------------------------------------------------------------------------------
Security: 13321L108
Meeting Type: MIX
Meeting Date: 05-May-2005
Ticker:
ISIN: CA13321L1085
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AGM.THANK YOU Non-Voting No vote
Receive the financial statements for the YE Non-Voting No vote
31 DEC 2004 and the Auditor s report on the
statements
1.1 Elect Mr. John S. Auston as a Director Mgmt For *
1.2 Elect Mr. Joe F. Colvin as a Director Mgmt For *
1.3 Elect Mr. Harry D. Cook as a Director Mgmt For *
1.4 Elect Mr. James R. Curtiss as a Director Mgmt For *
1.5 Elect Mr. George S. Dembroski as a Director Mgmt For *
1.6 Elect Mr. Gerald W. Grandey as a Director Mgmt For *
1.7 Elect Ms. Nancy E. Hopkins as a Director Mgmt For *
1.8 Elect Mr. Oyvind Hushovd as a Director Mgmt For *
1.9 Elect Mr. J. W. George Ivany as a Director Mgmt For *
1.10 Elect Mr. A. Neil McMillan as a Director Mgmt For *
1.11 Elect Mr. Robert W. Peterson as a Director Mgmt For *
1.12 Elect Mr. Victor J. Zaleschuk as a Director Mgmt For *
2. Re-appoint KPMG LLP as the Auditors of the Corporation, Mgmt For *
to hold office the next annual meeting of the
shareholders
Transact such other business Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
CAMECO CORPORATION Agenda Number: 932308061
- --------------------------------------------------------------------------------------------------------------------------
Security: 13321L108
Meeting Type: Annual
Meeting Date: 05-May-2005
Ticker: CCJ
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN S. AUSTON Mgmt For For
JOE F. COLVIN Mgmt For For
HARRY D. COOK Mgmt For For
JAMES R. CURTISS Mgmt For For
GEORGE S. DEMBROSKI Mgmt For For
GERALD W. GRANDEY Mgmt For For
NANCY E. HOPKINS Mgmt For For
OYVIND HUSHOVD Mgmt For For
J.W. GEORGE IVANY Mgmt For For
A. NEIL MCMILLAN Mgmt For For
ROBERT W. PETERSON Mgmt For For
VICTOR J. ZALESCHUK Mgmt For For
02 APPOINTMENT OF KPMG LLP AS AUDITORS Mgmt For For
03 THE UNDERSIGNED HOLDER OF RECORD OF SHARES HEREBY Mgmt For
DECLARES THAT ALL SHARES REPRESENTED HEREBY
ARE HELD, BENEFICIALLY OWNED OR CONTROLLED
BY ONE OR MORE RESIDENTS (PLEASE MARK THE
FOR OR ONE OR MORE NON-RESIDENTS (PLEASE MARK
THE ABSTAIN BOX).
04 IF THE UNDERSIGNED IS A RESIDENT PLEASE MARK Mgmt For
THE FOR BOX, IF THE UNDERSIGNED IS A NON-RESIDENT
PLEASE MARK THE ABSTAIN BOX.
- --------------------------------------------------------------------------------------------------------------------------
CANADIAN NATIONAL RAILWAY COMPANY Agenda Number: 932282077
- --------------------------------------------------------------------------------------------------------------------------
Security: 136375102
Meeting Type: Annual
Meeting Date: 21-Apr-2005
Ticker: CNI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MICHAEL R. ARMELLINO Mgmt For For
A. CHARLES BAILLIE Mgmt For For
HUGH J. BOLTON Mgmt For For
PURDY CRAWFORD Mgmt For For
J.V. RAYMOND CYR Mgmt For For
AMB. GORDON D. GIFFIN Mgmt For For
JAMES K. GRAY Mgmt For For
E. HUNTER HARRISON Mgmt For For
EDITH E. HOLIDAY Mgmt For For
V. KEMPSTON DARKES Mgmt Withheld Against
GILBERT H. LAMPHERE Mgmt For For
DENIS LOSIER Mgmt For For
HON. EDWARD C. LUMLEY Mgmt For For
DAVID G.A. MCLEAN Mgmt For For
ROBERT PACE Mgmt For For
02 APPOINTMENT OF KPMG LLP AS AUDITORS Mgmt For For
03 ADOPTION OF THE RESOLUTION OF SHAREHOLDERS APPROVING Mgmt For For
AN AMENDMENT TO THE MANAGEMENT LONG-TERM INCENTIVE
PLAN, AS MORE FULLY DESCRIBED IN THE INFORMATION
CIRCULAR.
- --------------------------------------------------------------------------------------------------------------------------
CANADIAN PACIFIC RAILWAY LIMITED Agenda Number: 932284449
- --------------------------------------------------------------------------------------------------------------------------
Security: 13645T100
Meeting Type: Special
Meeting Date: 05-May-2005
Ticker: CP
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
STEPHEN E. BACHAND Mgmt For For
JOHN E. CLEGHORN Mgmt For For
TIM W. FAITHFULL Mgmt For For
JAMES E. NEWALL Mgmt For For
DR. JAMES R. NININGER Mgmt For For
MADELEINE PAQUIN Mgmt For For
MICHAEL E.J. PHELPS Mgmt For For
ROGER PHILLIPS Mgmt For For
ROBERT J. RITCHIE Mgmt For For
MICHAEL W. WRIGHT Mgmt For For
02 NOMINATION DE PRICEWATERHOUSECOOPERS S.R.L. Mgmt For For
EN TANT QUE V?RIFICATEURS
03 R?SOLUTION VISANT L APPROBATION DU R?GIME DE Mgmt Against Against
DROITS DES ACTIONNAIRES.
- --------------------------------------------------------------------------------------------------------------------------
CANON INC Agenda Number: 700655624
- --------------------------------------------------------------------------------------------------------------------------
Security: J05124144
Meeting Type: AGM
Meeting Date: 30-Mar-2005
Ticker:
ISIN: JP3242800005
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve the profit appropriation for No. 104 Mgmt For *
term: dividends for the current term has been
proposed as JYP40 per share JYP65 on a yearly
basis
2 Amend the Company s Articles of Incorporation Mgmt For *
3.1 Elect Mr. Fujio Mitarai as a Director Mgmt For *
3.2 Elect Mr. Yukio Yamashita as a Director Mgmt For *
3.3 Elect Mr. Toshizou Tanaka as a Director Mgmt For *
3.4 Elect Mr. Tsuneji Uchida as a Director Mgmt For *
3.5 Elect Mr. Yuusuke Emura as a Director Mgmt For *
3.6 Elect Mr. Nobuyoshi Tanaka as a Director Mgmt For *
3.7 Elect Mr. Junji Ichikawa as a Director Mgmt For *
3.8 Elect Mr. Hajime Tsuruoka as a Director Mgmt For *
3.9 Elect Mr. Akiyoshi Moroe as a Director Mgmt For *
3.10 Elect Mr. Kunio Watanabe as a Director Mgmt For *
3.11 Elect Mr. Hironori Yamamoto as a Director Mgmt For *
3.12 Elect Mr. Youroku Adachi as a Director Mgmt For *
3.13 Elect Mr. Yasuo Mitsuhashi as a Director Mgmt For *
3.14 Elect Mr. Katsuichi Shimizu as a Director Mgmt For *
3.15 Elect Mr. Ryouichi Bamba as a Director Mgmt For *
3.16 Elect Mr. Tomonori Iwashita as a Director Mgmt For *
3.17 Elect Mr. Toshio Homma as a Director Mgmt For *
3.18 Elect Mr. Shigeru Imaiida as a Director Mgmt For *
3.19 Elect Mr. Massahiro Oosawa as a Director Mgmt For *
3.20 Elect Mr. Keijirou Yamszaki as a Director Mgmt For *
3.21 Elect Mr. Shunichi Uzawa as a Director Mgmt For *
3.22 Elect Mr. Masaki Nakaoka as a Director Mgmt For *
3.23 Elect Mr. Toshiyuki Komatsu as a Director Mgmt For *
3.24 Elect Mr. Shigeyuki Matsumoto as a Director Mgmt For *
3.25 Elect Mr. Haruhisa Honda as a Director Mgmt For *
4 Grant retirement allowances to the retiring Mgmt For *
Directors: Mr. Kinya Uchida and Mr. Ikuo Souma
according to the Company Rule
PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting No vote
AGENDA. IF YOU HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
CAPITA GROUP PLC Agenda Number: 700680514
- --------------------------------------------------------------------------------------------------------------------------
Security: G1846J107
Meeting Type: AGM
Meeting Date: 28-Apr-2005
Ticker:
ISIN: GB0001734747
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the accounts and the reports of the Mgmt For *
Directors and the Auditors thereon for the
YE 31 DEC 2004
2. Receive and approve the Directors remuneration Mgmt For *
report for the YE 31 DEC 2004
3. Declare a final dividend of 3.6p per ordinary Mgmt For *
share of the Company
4. Re-elect Mr. Paul Pindar as a Director Mgmt For *
5. Re-elect Mr. Paddy Doyle as a Director Mgmt For *
6. Re-elect Ms. Martina King as a Director Mgmt For *
7. Re-appoint Ernst & Young LLP as the Auditors Mgmt For *
of the Company
8. Authorize the Directors to fix the remuneration Mgmt Against *
of Ernst & Young LLP
9. Approve the 2005 Deferred Annual Bonus Plan, Mgmt For *
comprising the rules and the ancillary documents
and authorize the Directors to do all other
acts and things which they may consider necessary
or expedient to carry the same in to effect
10. Authorize the Directors, for the purpose of Mgmt For *
Section 80 1 of the Companies Act 1985, to
allot relevant securities Section 80(2) up
to an aggregate nominal amount of GBP 4,379,478;
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.11 Authorize the Directors, pursuant to Section Mgmt For *
95 of the Companies Act 1985, to allot equity
securities Section 94 2 for cash pursuant
to the authority conferred by Resolution 10
above, 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, open offer or other offers in favor
of ordinary shareholders; and b) up to an aggregate
nominal amount of GBP 670,837; Authority expires
upon the expiry of the general authority conferred
by Resolution 10 ; 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.12 Authorize the Company, pursuant to the authorities Mgmt For *
contained in the Articles of Association of
the Company, to make market purchases Section
163(3) of the Companies Act 1985 of up to
66,355,727 ordinary shares in the capital of
the Company, at a minimum price of that is
the nominal price and am amount equal to 105%
above the average market value for such shares
derived from the London Stock Exchange Daily
Official List, over the previous 5 business
days; all shares purchased, pursuant to this
authority conferred by this Resolution 12 shall
either be : (i) cancelled immediately on the
completion of the purchase, or (ii) be held,
sold, transferred or otherwise dealt with as
treasury shares in accordance with the provisions
of the Companies Act; Authority expires the
earlier of the conclusion of the next AGM of
the Company or 18 months ; the Company, before
the expiry, may make a contract to purchase
ordinary shares which will or may be executed
wholly or partly after such expiry
- --------------------------------------------------------------------------------------------------------------------------
CEMEX, S.A. DE C.V. Agenda Number: 932302627
- --------------------------------------------------------------------------------------------------------------------------
Security: 151290889
Meeting Type: Annual
Meeting Date: 28-Apr-2005
Ticker: CX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A1 PRESENTATION, DISCUSSION AND, IF APPLICABLE, Mgmt For For
APPROVAL OF THE FINANCIAL STATEMENTS FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2004, AS REQUIRED
BY THE MEXICAN CORPORATION LAW AND THE SECURITIES
MARKET LAW, AFTER PRESENTATION OF THE REPORTS.
A2 PROPOSAL FOR THE ALLOCATION OF PROFITS AND THE Mgmt For For
MAXIMUM AMOUNT OF FUNDS TO BE USED FOR THE
PURCHASE OF COMPANY SHARES.
A3 PROPOSAL TO INCREASE THE CAPITAL STOCK OF THE Mgmt For For
COMPANY IN ITS VARIABLE PORTION THROUGH CAPITALIZATION
CHARGED AGAINST RETAINED EARNINGS, SUBMITTED
FOR CONSIDERATION OF THE SHAREHOLDERS AT THE
MEETING.
A4 APPOINTMENT OF DIRECTORS AND STATUTORY AUDITORS, Mgmt For For
ACCORDING TO THE PROPOSAL OF SHAREHOLDERS SUBMITTED
FOR CONSIDERATION.
A5 COMPENSATION OF DIRECTORS AND STATUTORY AUDITORS, Mgmt For For
ACCORDING TO THE PROPOSAL OF SHAREHOLDERS SUBMITTED
FOR CONSIDERATION.
A6 APPOINTMENT OF DELEGATES TO FORMALIZE THE RESOLUTIONS Mgmt For For
ADOPTED AT THE MEETING.
S1 PROPOSAL TO SPLIT EACH OF THE COMPANY S SERIES Mgmt For For
A AND SERIES B SHARES CURRENTLY OUTSTANDING
INTO TWO NEW SHARES OF THE SAME SERIES AND
TYPE OF CAPITAL, FIXED OR VARIABLE, AND TO
AMEND ARTICLE 6 OF THE COMPANY S BY-LAWS OR
ESTATUTOS SOCIALES.
S2 APPOINTMENT OF DELEGATES TO FORMALIZE THE RESOLUTIONS Mgmt For For
ADOPTED AT THE MEETING.
- --------------------------------------------------------------------------------------------------------------------------
CEMEX, S.A. DE C.V. Agenda Number: 932302627
- --------------------------------------------------------------------------------------------------------------------------
Security: 151290988
Meeting Type: Annual
Meeting Date: 28-Apr-2005
Ticker:
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A1 PRESENTATION, DISCUSSION AND, IF APPLICABLE, Mgmt For For
APPROVAL OF THE FINANCIAL STATEMENTS FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2004, AS REQUIRED
BY THE MEXICAN CORPORATION LAW AND THE SECURITIES
MARKET LAW, AFTER PRESENTATION OF THE REPORTS.
A2 PROPOSAL FOR THE ALLOCATION OF PROFITS AND THE Mgmt For For
MAXIMUM AMOUNT OF FUNDS TO BE USED FOR THE
PURCHASE OF COMPANY SHARES.
A3 PROPOSAL TO INCREASE THE CAPITAL STOCK OF THE Mgmt For For
COMPANY IN ITS VARIABLE PORTION THROUGH CAPITALIZATION
CHARGED AGAINST RETAINED EARNINGS, SUBMITTED
FOR CONSIDERATION OF THE SHAREHOLDERS AT THE
MEETING.
A4 APPOINTMENT OF DIRECTORS AND STATUTORY AUDITORS, Mgmt For For
ACCORDING TO THE PROPOSAL OF SHAREHOLDERS SUBMITTED
FOR CONSIDERATION.
A5 COMPENSATION OF DIRECTORS AND STATUTORY AUDITORS, Mgmt For For
ACCORDING TO THE PROPOSAL OF SHAREHOLDERS SUBMITTED
FOR CONSIDERATION.
A6 APPOINTMENT OF DELEGATES TO FORMALIZE THE RESOLUTIONS Mgmt For For
ADOPTED AT THE MEETING.
S1 PROPOSAL TO SPLIT EACH OF THE COMPANY S SERIES Mgmt For For
A AND SERIES B SHARES CURRENTLY OUTSTANDING
INTO TWO NEW SHARES OF THE SAME SERIES AND
TYPE OF CAPITAL, FIXED OR VARIABLE, AND TO
AMEND ARTICLE 6 OF THE COMPANY S BY-LAWS OR
ESTATUTOS SOCIALES.
S2 APPOINTMENT OF DELEGATES TO FORMALIZE THE RESOLUTIONS Mgmt For For
ADOPTED AT THE MEETING.
- --------------------------------------------------------------------------------------------------------------------------
CHINA OVERSEAS LAND & INVESTMENT LTD Agenda Number: 700695414
- --------------------------------------------------------------------------------------------------------------------------
Security: Y15004107
Meeting Type: AGM
Meeting Date: 25-May-2005
Ticker:
ISIN: HK0688002218
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and adopt the audited financial statements Mgmt For *
and the reports of the Directors and the Auditors
for the YE 31 DEC 2004
2. Re-elect the Directors, and authorize the Board Mgmt For *
of Directors to fix their remuneration
3. Declare a final dividend for the YE 31 DEC 2004 Mgmt For *
of HKD 4 cents per share
4. Re-appoint the Auditors and authorize the Directors Mgmt For *
to fix remuneration
5. Authorize the Directors of the Company to purchase Mgmt For *
shares in the capital of the Company during
the relevant period, not exceeding 10% of the
aggregate nominal amount of the shares of the
Company which may be purchased by the Company
on The Stock Exchange of Hong Kong Limited
the Stock Exchange or any other stock exchange
recognized for this purpose by the Securities
and Futures Commission of Hong Kong and the
Stock Exchange under the Hong Kong code on
share repurchases; Authority expires the earlier
of the conclusion of the next AGM or the expiration
of the period within which the next AGM is
to be held by Articles of Association and/or
Companies Ordinance
6. Authorize the Directors, pursuant to Section Mgmt Against *
57B of the Companies Ordinance Chapter 32
of the Laws of Hong Kong , to allot, issue
and deal with additional shares in the capital
of the Company and make or grant offers, agreements
and options during and after the relevant period,
not exceeding the aggregate of a) 20% of the
aggregate nominal amount of the share capital
of the Company; plus b) the nominal amount
of share capital repurchased up to 10% of
the aggregate nominal amount of the share capital
, otherwise than pursuant to a) a rights issue;
or b) the exercise of subscription or conversion
rights under the terms of any bonds or securities
which are convertible into shares of the Company
; or c) any option scheme or similar arrangement
for the time being adopted for the grant or
issue to Directors and/or employees of the
Company and/or any of its subsidiaries of shares
or rights to acquire shares of the Company;
or d) any scrip dividend or similar arrangement
providing for the allotment of shares in lieu
of the whole or part of a dividend on shares
of the Company in accordance with the Articles
of Association of the Company; Authority expires
the earlier of the conclusion of the next AGM
or the expiration of the period within which
the next AGM is to be held by Articles of Association
and/or Companies Ordinance Chapter 32 of the
Laws of Hong Kong to be held
7. Approve, conditional upon the passing of Resolutions Mgmt For *
5 and 6, to extend the general mandate granted
to the Directors pursuant to Resolution 6,
by an amount representing the aggregate nominal
amount of the share capital repurchased pursuant
to Resolution 5, provided that such amount
does not exceed 10% of the aggregate nominal
amount of the issued share capital of the Company
at the date of passing this resolution
- --------------------------------------------------------------------------------------------------------------------------
CHINA OVERSEAS LAND & INVESTMENT LTD Agenda Number: 700756060
- --------------------------------------------------------------------------------------------------------------------------
Security: Y15004107
Meeting Type: EGM
Meeting Date: 30-Jun-2005
Ticker:
ISIN: HK0688002218
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve and ratify the conditional agreement Mgmt For *
the Sale and Purchase Agreement dated 03
JUN 2005 entered into between China State Construction
International Holdings Limited CSCIHL , China
Overseas Holdings Limited COHL and the Company,
as specified, pursuant to which CSCIHL will
acquire from the Company the entire issued
share capital of Zetson Enterprises Limited,
a subsidiary of the Company, for a consideration
to be satisfied by CSCIHL agreeing to procure
COHL to transfer to the Company 357,409,867
shares in CSCIHL the Consideration Shares
; and authorize any one Director of the Company,
or any two Directors of the Company if the
affixation of the common seal is necessary,
to execute all such other documents, instruments
and agreements and do all such acts or things
deemed by him/her to be incidental to, ancillary
to or in connection with the matters contemplated
in the Sale and Purchase Agreement
2. Approve, conditional upon the approval of Resolution Mgmt For *
1 and subject to completion of the Sale and
Purchase Agreement, the payment of a special
dividend in the form of a distribution in specie
of the Consideration Shares to the shareholders
of the Company whose names appear on the register
of Members of the Company on 30 JUN 2005, on
the basis of one Consideration Share for every
18 shares of HKD 0.10 each in the capital of
the Company, rounded down to the nearest whole
number the Distribution ; and authorize the
Directors of the Company to implement the Distribution
and to take all steps and actions and do and/or
procure to be done all acts and things as they
may in their discretion consider to be necessary,
desirable and/or expedient to implement and
give effect to the Distribution
- --------------------------------------------------------------------------------------------------------------------------
CHINA PETROLEUM & CHEMICAL CORP SINOPEC Agenda Number: 700612129
- --------------------------------------------------------------------------------------------------------------------------
Security: Y15010104
Meeting Type: EGM
Meeting Date: 21-Dec-2004
Ticker:
ISIN: CN0005789556
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the proposal regarding the acquisition Mgmt For *
of certain petrochemical assets from China
Petrochemical Corporation
2. Approve the proposal regarding the acquisition Mgmt For *
of certain catalyst assets from China Petrochemical
Corporation
3. Approve the proposal regarding the acquisition Mgmt For *
of certain gas station assets from China Petrochemical
Corporation
4. Approve the proposal regarding the disposal Mgmt For *
of certain downhole operation assets from China
Petrochemical Corporation
5. Approve the proposal for the general meeting Mgmt For *
to authorize the Board to perform all relevant
matters in relation to the acquisition and
the deposition
6. Approve the adjustment to the Capital Expenditure Mgmt For *
Plan for the year 2004
- --------------------------------------------------------------------------------------------------------------------------
CHINA PETROLEUM & CHEMICAL CORP SINOPEC Agenda Number: 700678468
- --------------------------------------------------------------------------------------------------------------------------
Security: Y15010104
Meeting Type: AGM
Meeting Date: 18-May-2005
Ticker:
ISIN: CN0005789556
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the report of the Board of Directors Mgmt For *
of Sinopec Corporation for the YE 31 DEC 2004
2. Approve the report of the Supervisory Committee Mgmt For *
of the Sinopec Corporation for the YE 31 DEC
2004
3. Approve the audited accounts and the audited Mgmt For *
consolidated accounts of Sinopec Corporation
for the YE 31 DEC 2004
4. Approve plan for profit appropriation and the Mgmt For *
final dividend of the Sinopec Corporation for
the YE 31 DEC 2004
5. Appoint the PRC and the International Auditors Mgmt For *
of Sinopec Corporation for the year 2005 and
authorize the Board of Directors to fix their
remuneration
6. Approve the Sinopec Corporation Tianjin 1 million Mgmt Abstain *
tones per annum ethylene and auxillary facilities
project
- --------------------------------------------------------------------------------------------------------------------------
CLP HOLDINGS LTD Agenda Number: 700680209
- --------------------------------------------------------------------------------------------------------------------------
Security: Y1660Q104
Meeting Type: AGM
Meeting Date: 28-Apr-2005
Ticker:
ISIN: HK0002007356
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and approve the audited accounts and Mgmt For *
the reports of he Directors and the Auditors
for the YE 31 DEC 2004
2. Declare a final dividend and a special final Mgmt For *
dividend
3.1 Re-elect Mr. Andrew Clifford Winawer Brandler Mgmt For *
as a Director, who retires by rotation pursuant
to he Company s Articles of Association
3.2 Re-elect Dr. The Hon. Michael David Kadoorie Mgmt For *
as a Director, who retires by rotation pursuant
to he Company s Articles of Association
3.4 Re-elect The Hon. Sir Chung Sze Yuen as a Director, Mgmt For *
who retires by rotation pursuant to he Company
s Articles of Association
3.5 Re-elect Mr. John Andrew Harry Leigh as a Director, Mgmt For *
who retires by rotation pursuant to he Company
s Articles of Association
3.6 Re-elect Mr. Kan Man Lok as a Director, who Mgmt For *
retires by rotation pursuant to he Company
s Articles of Association
3.7 Re-elect Mr. Paul as a Director, who retires Mgmt For *
by rotation pursuant to he Company s Articles
of Association
4. Re-appoint the Auditors and authorize the Directors Mgmt For *
to fix their remuneration
5. Approve that the Non-executive Directors in Mgmt For *
office at the dated of this resolution shall
be appointed for a term determined by the Board
being a term of not more than 4 years, starting
from the date of their most recent election
or re-election as the case may be by shareholders;
provided that this term shall end in any event
on either: a) the date of the 3 AGM after the
date of such election or reelection; or b)
that date on which the Directors concerned
shall retire by rotation
S.6 Amend the Articles of Association of the Company Mgmt For *
by deleting a word in Article 103 and substituting
with a new one
7. Authorize the Directors of the Company to allot, Mgmt For *
issue and deal with additional shares in the
capital of the Company and make or grant offers,
agreements and options, including warrants
during and after the relevant period, not exceeding
5% of the aggregate nominal amount of the issued
share capital allotted or agreed conditionally
or unconditionally to be allotted by the Directors
of the Company, otherwise than pursuant to
i) a rights issue; or ii) any option scheme
or similar arrangement; or iii) any scrip dividend
scheme or similar arrangement; Authority expires
the earlier of the conclusion of the next AGM
or the expiration of the period within which
the next AGM is to be held by law
8. Authorize the Directors to purchase or acquire Mgmt For *
shares of HKD 5.00 each in the capital of the
Company during the relevant period, subject
to and in accordance with all applicable laws
and regulations, not exceeding 10% of the aggregate
nominal amount of the issued share capital;
Authority expires the earlier of the conclusion
of the next AGM or the expiration of the period
within which the next AGM is to be held by
law
9. Approve that conditional upon the passing of Mgmt For *
Resolution 7 and 8 set out in the notice convening
this meeting the aggregate nominal amount of
the shares which are purchased or otherwise
acquired by the Company pursuant to Resolution
8 shall be added to the aggregate nominal amount
of the shares which may be issued pursuant
to Resolution 7
- --------------------------------------------------------------------------------------------------------------------------
CLUB MEDITERRANEE SA, PARIS Agenda Number: 700644811
- --------------------------------------------------------------------------------------------------------------------------
Security: F18690101
Meeting Type: OGM
Meeting Date: 16-Mar-2005
Ticker:
ISIN: FR0000121568
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
O.1 Receive the reports of the Executive Committee, Mgmt No Action *
the Chairman of the Supervisory Board, the
remarks of the Supervisory Board and the report
of the Statutory Auditors, and approve the
financial statements and the balance sheet
for the YE 31 OCT 2004, in the form presented
to the meeting accordingly; and grant permanent
discharge to the Members of the Executive Committee
and the Supervisory Board for the performance
of their duties during the said FY
O.2 Receive the reports of the Executive Committee, Mgmt No Action *
the Chairman of the Supervisory Board, the
remarks of the Supervisory Board and the report
of the Statutory Auditors; and approve the
consolidated financial statements for the YE
31 OCT 2004, in the form presented to the meeting,
showing a net result group share of EUR -44,162,000.00
O.3 Approve the recommendations of the Board of Mgmt No Action *
Directors and resolve to appropriate the losses
as follows: to record the loss for the year
of EUR -77,741,277.00 as a deficit in retained
earnings; following this appropriation, the
carry forward account will show a new balance
of EUR -325,092,531.00
O.4 Approve the special report of the Auditors on Mgmt No Action *
agreements governed by Articles L.225-86 et
sequence of the French Commercial Code
O.5 Approve to award total annual fees of EUR 305,000.00, Mgmt No Action *
subject to the approval of the Resolutions
No. E.27 and E.30, the Members of the Supervisory
Board
O.6 Ratify the co-optation of Mr. Jean-Marc Espalioux Mgmt No Action *
as a Member of the Supervisory Board until
the general meeting, which will deliberate
upon the annual financial statements for FY
2005
O.7 Ratify the co-optation of Mrs. Veronique Morali Mgmt No Action *
as a Member of the Supervisory Board until
the general meeting, which will deliberate
upon the annual financial statements for FY
2005
O.8 Ratify the co-optation of Mr. Serge Ragozin Mgmt No Action *
as a Member of the Supervisory Board until
the general meeting, which will deliberate
upon the annual financial statements for FY
2005
O.9 Ratify the co-optation of Mr. Jacques Stern Mgmt No Action *
as a Member of the Supervisory Board until
the general meeting, which will deliberate
upon the annual financial statements for FY
2005
O.10 Ratify the co-optation of Mr. Pierre Todorov Mgmt No Action *
as a Member of the Supervisory Board until
the general meeting, which will deliberate
upon the annual financial statements for FY
2005
O.11 Appoint Mr. Saud Al Sulaiman as a Director, Mgmt No Action *
subject to the approval of the Resolutions
No. E.27 and E.30, for a period of 3 years
O.12 Appoint Mr. David Dautresme as a Director, subject Mgmt No Action *
to the approval of the Resolutions No. E.27
and E.30, for a period of 3 years
O.13 Appoint Mr. Thierry Delaunoy de la Tour D Artaise Mgmt No Action *
as a Director, subject to the approval of the
Resolutions No. E.27 and E.30, for a period
of 3 years
O.14 Appoint Mr. Jean-Marc Espalioux as a Director, Mgmt No Action *
subject to the approval of the Resolutions
No. E.27 and E.30, for a period of 3 years
O.15 Appoint Mr. Henri Giscard D Estaing as a Director, Mgmt No Action *
subject to the approval of the Resolutions
No. E.27 and E.30, for a period of 3 years
O.16 Appoint Mr. Paul Jeanbart as a Director, subject Mgmt No Action *
to the approval of the Resolutions No. E.27
and E.30, for a period of 3 years
O.17 Appoint Mr. Pascal Lebard as a Director, subject Mgmt No Action *
to the approval of the Resolutions No. E.27
and E.30, for a period of 3 years
O.18 Appoint Mrs. Veronique Morali as a Director, Mgmt No Action *
subject to the approval of the Resolutions
No. E.27 and E.30, for a period of 3 years
O.19 Appoint Mr. Serge Ragozin as a Director, subject Mgmt No Action *
to the approval of the Resolutions No. E.27
and E.30, for a period of 3 years
O.20 Appoint Mr. Jacques Stern as a Director, subject Mgmt No Action *
to the approval of the Resolutions No. E.27
and E.30, for a period of 3 years
O.21 Appoint Mr. Pierre Todorov as a Director, subject Mgmt No Action *
to the approval of the Resolutions No. E.27
and E.30, for a period of 3 years
O.22 Appoint Mr. Kiyoshi Ujihara as a Director, subject Mgmt No Action *
to the approval of the resolutions No. E.27
and E.30, for a period of 3 years
E.23 Acknowledge the new Corporate name of Deloitte Mgmt No Action *
Touche Tohamtsu - Audit, the Auditor of the
Company, as follows: Deloitte et Associes,
accordingly authorizes the legal representatives
of the Company to take all necessary measures
and accomplish all necessary formalities
O.24 Authorize the Executive Committee, in substitution Mgmt No Action *
for the authority of the general meeting on
11 MAR 2004 and subject to the Resolutions
No. E.27 and E.30, to trade the Company s shares
on the stock market as per the following conditions:
maximum purchase price: EUR 70.00; minimum
selling price: EUR 30.00; and maximum number
of shares to be traded: 10%; Authority expires
at the end of 18 months
O.25 Acknowledge that, subject to the Resolutions Mgmt No Action *
No. E.27 and E.30, the Board of Directors shall
deliberate upon the Company financial statements
and the consolidated financial statements for
the YE 31 OCT 2005; accordingly, the next AGM
shall deliberate upon the permanent discharge
to the Executive Committee, to the Supervisory
Board and to the Board of Directors for the
performance of their duties during the said
FY
O.26 Grant all powers to the bearer of a copy or Mgmt No Action *
an extract of the minutes of the meeting in
order to accomplish all formalities, filings
and registrations prescribed by Law
E.27 Approve that the Company shall be ruled by a Mgmt No Action *
Board of Directors
E.28 Approve to bring the Articles of Association Mgmt No Action *
into conformity with the order number 2004-604
of 24 JUN 2004 relating to the reform of the
securities plan issued by the business Companies;
consequently, amend the Articles of Association
Number 7: form and characteristic of shares
and 31 admission to the meetings powers as
well as Article 11 share capital increase
E.29 Amend Article of Association Number 7-4 on the Mgmt No Action *
exceeding of the threshold and 28-4 on the
formalities to carryout prior to the meetings
E.30 Approve, consequently to the approval of the Mgmt No Action *
Resolutions E.27 and E.28, to adopt the writing
of the new Articles of Association which shall
rule the Company from now on
E.31 Authorize the Board of Directors or the Executive Mgmt No Action *
Committee, in substitution for the authority
of the CGM on 17 MAR 2003, to increase in one
or more transactions, in France or abroad,
the share capital by a maximum nominal amount
of EUR 20,000,000,00, by way of issuing shares
or other securities while maintaining the shareholders
preferential subscription rights; this amount
shall count against the overall value of EUR
270,000,000.00 set , in Resolution No. E.40
the nominal value of debt securities issued
shall not exceed EUR 300,000,000.00; Authority
expires at the end of 26 months
E.32 Authorize the Board of Directors or the Executive Mgmt No Action *
Committee, in substitution for the authority
of the CGM on 17 MAR 2003, to increase in one
or more transactions, in France or abroad,
the share capital by a maximum nominal amount
of EUR 20,000,000,00, by way of issuing shares
or other securities with waiver of shareholders
pre-emptive rights this amount shall count
against the overall value or EUR 270,000,000.00
set forth in Resolution No. E.40 the nominal
value of debt securities issued shall not exceed
EUR 300,000,000.00; Authority expires at the
end of 26 months
E.33 Authorize the Board of Directors or the Executive Mgmt No Action *
Committee to issue, up to an amount of 10%
of the share capital per year, shares or other
securities giving access to shares in the Company
or giving right to the allocation of securities
and to fix the issuance price, should the issuance
go public; without pre-emptive subscription
rights
E.34 Authorize the Board of Directors or the Executive Mgmt No Action *
Committee, in substitution for the authority
of the CGM on 17 MAR 2003, to increase the
share capital, in one or more transactions
and at its sole discretion by a maximum nominal
amount of EUR 226,600,000.00, 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 or by utilizing both
methods; this amount shall count against the
overall value set forth in Resolution No. E.40;
Authority expires at the end of 26 months
E.35 Authorize the Board of Directors or the Executive Mgmt No Action *
Committee, in substitution for the authority
of the CGM on 17 MAR 2003, to increase at its
sole discretion, the share capital by a maximum
nominal amount of EUR 20,000,000.00, by way
of issuing shares or other securities in the
event of a public purchase offer, this amount
shall count against the overall value of EUR
270,000,000.00 set forth in Resolution No.
E.40; Authority expires at the end of 26 months
E.36 Authorize the Directors or the Executive Committee Mgmt No Action *
to issue, up to 10 % of share capital, shares
or other securities with a right to the Corporation
s equity, in order to remunerate contributions
in kind; Authority expires at the end of 26
months
E.37 Authorize the Directors and to the Executive Mgmt No Action *
Committee in one or more transactions, to the
employees and to the 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
the legal limits and the overall value set
in Resolution No. E.40; Authority expires
at the end of 26 months
E.38 Authorize the Directors and the Executive Committee Mgmt No Action *
to increase at its sole decisions, up to the
overall value set forth in Resolution No. E.40
the number of shares or other securities to
be issued with or without the shareholders
preferential subscription rights the event
of an increase of the share capital; Authority
expires at the end of 26 months
E.39 Authorize the Board of Directors or the Executive Mgmt No Action *
Committee, in substitution for the authority
of the CGM on 17 MAR 2003, 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 a Company savings
plan; Authority expires at the end of 26 months
for an amount, which shall not exceed EUR
3,500,000.00; this amount shall count against
the overall value of EUR 270,000,000.00 set
forth in Resolution No. E.40; and notably to
charge the share issuance costs against the
related premiums and deduct from the premiums
the amounts necessary to raise the legal reserve
to one-tenth of the new capital after each
increase
E.40 Acknowledge that the global amount pertaining Mgmt No Action *
to the capital increases to be carried out
with the use of the delegations given by Resolution
number E.31, E.32, E.33, E.34, E.35, E.37,
E.38 and E.39 shall not exceed EUR 270,000,000.00
E.41 Acknowledge that the various delegations given Mgmt No Action *
to it at the present meeting are suspended
during periods when cash or stock tender offers
are in effect for the Company s shares
E.42 Grant all powers to the bearer of a copy or Mgmt No Action *
an extract of the minutes in order to accomplish
all formalities, filings and registrations
prescribed by law
A Verification Period exists in France. Please Non-Voting No Action *
see http://ics.adp.com/marketguide for complete
information. Verification Period: Registered
Shares: 1 to 5 days prior to the meeting date,
depends on company s by-laws. Bearer Shares:
6 days prior to the meeting date. French
Resident Shareowners must complete, sign and
forward the Proxy Card directly to the sub
custodian. Please contact your Client Service
Representative to obtain the necessary card,
account details and directions. The following
applies to Non-Resident Shareowners: Proxy
Cards: ADP will forward voting instructions
to the Global Custodians that have become Registered
Intermediaries, on ADP Vote Deadline Date.
In capacity as Registered Intermediary, the
Global Custodian will sign the Proxy Card and
forward to the local custodian. If you are
unsure whether your Global Custodian acts as
Registered Intermediary, please contact ADP.
Trades/Vote Instructions: Since France
maintains a Verification Period, for vote instructions
submitted that have a trade transacted (sell)
for either the full security position or a
partial amount after the vote instruction has
been submitted to ADP and the Global Custodian
advises ADP of the position change via the
account position collection process, ADP has
a process in effect which will advise the Global
Custodian of the new account position available
for voting. This will ensure that the local
custodian is instructed to amend the vote instruction
and release the shares for settlement of the
sale transaction. This procedure pertains
to sale transactions with a settlement date
prior to Meeting Date + 1
PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting No Action *
YOU.
- --------------------------------------------------------------------------------------------------------------------------
CNOOC LTD Agenda Number: 700699119
- --------------------------------------------------------------------------------------------------------------------------
Security: Y1662W117
Meeting Type: AGM
Meeting Date: 25-May-2005
Ticker:
ISIN: HK0883013259
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A.1 Receive the audited statement of accounts together Mgmt For *
with the reports of the Directors and the Auditors
thereon for the YE 31 DEC 2004
A.2 Declare a final dividend for the YE 31 DEC 2004 Mgmt For *
A.3.1 Re-elect Mr. Luo Han as a Director Mgmt For *
A.3.2 Re-elect Mr. Chiu Sung Hong as a Director Mgmt For *
A.4 Re-appoint the Auditors and authorize the Directors Mgmt For *
to fix their remuneration
B.1 Authorize the Directors of the Company the Mgmt For *
Directors , during the relevant period as
specified of all the powers of the Company
to repurchase shares in the capital of the
Company on The Stock Exchange of Hong Kong
Limited, subject to and in accordance with
all applicable laws and the Articles of Association
the Articles of the Company; the aggregate
nominal amount of shares of the Company to
be purchased by the Directors pursuant to the
approval as specified shall not exceed 10%
of the aggregate nominal amount of the issued
share capital of the Company on the date of
the passing 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 the Articles of the
Company or any applicable laws to be held
B.2 Authorize the Directors, to allot, issue and Mgmt Against *
deal with additional shares in the capital
of the Company and to make or grant offers,
agreements and options which might require
the exercise of such powers either during or
after the relevant period as specified ; the
aggregate nominal amount of share capital allotted
or agreed conditionally or unconditionally
to be allotted whether pursuant to an option
or otherwise by the Directors of the Company
pursuant to the approval as specified, otherwise
than pursuant to: i) a rights issue; ii) the
exercise of rights of subscription or conversion
under the terms of any warrants issued by the
Company or any securities which, are convertible
into shares of the Company; iii) the exercise
of any option granted under the Company s share
option schemes; or iv) any scrip dividend or
similar arrangement providing for the allotment
of shares in lieu of the whole or part of a
dividend on shares of the Company in accordance
with the Articles of the Company, shall not
exceed 20% of the aggregate nominal amount
of the issued share capital of the Company
on the date of the passing of this resolution
and this approval shall be limited accordingly;
Authority expires the earlier 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 the Articles of
the Company or any applicable laws to be held
B.3 Approve, conditional upon the passing of the Mgmt For *
Resolutions B.1 and B.2, the general mandate
granted to the Directors to allot, issue and
deal with shares pursuant to the Resolution
B.2 be 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 the Resolution B.1, 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 passing
of this resolution
- --------------------------------------------------------------------------------------------------------------------------
COMPAL ELECTRONICS INC Agenda Number: 700731777
- --------------------------------------------------------------------------------------------------------------------------
Security: 20440Y200
Meeting Type: AGM
Meeting Date: 10-Jun-2005
Ticker:
ISIN: US20440Y2000
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.A Approve the business operations in 2004 Non-Voting No vote
1.B Approve the Supervisors review of 2004 financial Non-Voting No vote
statements
1.C Approve the share buy-back status Non-Voting No vote
2.A Approve the 2004 financial statements Mgmt For *
2.B Approve: a) the cash dividend: TWD 3,672,087,004 Mgmt For *
TWD 1.1 per share ; b) stock dividend: capitalization
of capital surplus: TWD 667,652,180 20 dividend
shares per 1000 shares and capitalization
of retained earnings: TWD 667,652,180 20 dividend
shares per 1,000 shares ; the ratio of dividend
per 1000 shares will be adjusted by the Board
of Directors to reflect the change of the Company
s outstanding shares on the record date due
to the Company s treasury shares, conversion
of its convertible bonds or exercise of Employee
Stock Options
2.C Approve the waiver to certain Directors non-competition Mgmt For *
obligation
3.A Approve the increase of capital by issuing 157,193,768 Mgmt For *
new shares form capitalization of capital surplus,
retained earnings and issuance of employees
stock bonus; 66,765,218 shares for capitalization
of capital surplus, 66,765,218 shares for capitalization
of retained earning and 23,663,332 shares for
Employee Stock Bonus
3.B Amend the Articles of Incorporation Mgmt Against *
4. Other Other Abstain *
- --------------------------------------------------------------------------------------------------------------------------
COMPANIA DE MINAS BUENAVENTURA S.A. Agenda Number: 932280768
- --------------------------------------------------------------------------------------------------------------------------
Security: 204448104
Meeting Type: Annual
Meeting Date: 31-Mar-2005
Ticker: BVN
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPROVAL OF THE ANNUAL REPORT, BALANCE SHEET, Mgmt For For
PROFIT AND LOSS STATEMENT AND OTHER FINANCIAL
STATEMENTS OF THE YEAR ENDED DECEMBER 31, 2004.
02 DELEGATION TO THE AUDIT COMMITTEE OF THE DESIGNATION Mgmt For For
OF THE EXTERNAL AUDITORS FOR THE YEAR 2005.
03 DISTRIBUTION OF DIVIDENDS. Mgmt For For
04 AMENDMENT TO THE ARTICLE 33 OF THE COMPANY S Mgmt For For
BY-LAWS IN ORDER TO HOLD VIRTUAL MEETINGS.
05 ELECTION OF THE BOARD OF DIRECTORS FOR THE PERIOD Mgmt For For
2005-2007.
- --------------------------------------------------------------------------------------------------------------------------
CONTINENTAL AG, HANNOVER Agenda Number: 700680805
- --------------------------------------------------------------------------------------------------------------------------
Security: D16212140
Meeting Type: OGM
Meeting Date: 12-May-2005
Ticker:
ISIN: DE0005439004
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the financial statements and annual Mgmt Abstain *
report for the FY 2004 with the report of the
Supervisory Board, the Group financial statements
and the Group annual report
2. Approve the appropriation of the distribution Mgmt For *
profit of EUR 116,721,938.35 as follows: payment
of a dividend of EUR 0.80 per no-par share
EUR 388,691.15 shall be carried forward ex-dividend
and payable on 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 Treuhand-Gesellschaft AG Mgmt For *
Wirtschafts-Pruefungsgesellschaft, Hannover,
as the Auditors for the year 2005
6. Authorize the Company to acquire own shares Mgmt For *
of up to EUR 37,226.80, at prices deviating
neither more than 10% from their market price
if the shares are acquired through the stock
exchange, nor more than 20% if the shares are
acquired by way of a repurchase offer, on or
before 11 NOV 2006; and authorize the Board
of Managing Directors to dispose the shares
in a manner other than the stock exchange or
a rights offering, especially to sell the shares
at a price not materially below their market
price, to use the shares for acquisition purposes,
within the scope of the 1999 Stock Option Plan
or for the fulfillment of convertible and/or
option rights, to float the shares on foreign
stock exchanges, and to retire the shares
PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting No vote
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.
- --------------------------------------------------------------------------------------------------------------------------
CREDIT AGRICOLE SA, PARIS Agenda Number: 700673230
- --------------------------------------------------------------------------------------------------------------------------
Security: F22797108
Meeting Type: MIX
Meeting Date: 18-May-2005
Ticker:
ISIN: FR0000045072
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
O.1 Approve the allocation of EUR 4,987,500.00 upon Mgmt For *
the prior retained earnings account corresponding
to the amount of the exceptional tax; an amount
of EUR 200,000,000.00 charged to the special
reserve on long-term capital gains account
will be transferred as follows: EUR 195,012,500.00
to the ordinary reserves account, EUR 4,987,500.00
to the balance carry forward account
O.2 Receive the report of the Board of Directors Mgmt For *
and the general report of the Statutory Auditors,
approve the financial statements and the balance
sheet for the year closed on 31 DEC 2004; approve
the non-deductible fees and expenses of EUR
43,057.51; accordingly, grant permanent discharge
to the Board of Directors Members for the
performance of their duties during the said
FY
O.3 Receive the reports of the Board of Directors Mgmt For *
and the Statutory Auditors, approve the consolidated
financial statements for the said FY
O.4 Acknowledge that the net income amounts to EUR Mgmt For *
1,248,608,708.30 and approve that: the FY 2004
profits from which will be deducted the prior
retained earning of EUR 162,173.67 i.e. a global
amount of EUR 1,248,446,534.63, will be allocated
as follows: to the legal reserve: EUR 62,430,435.42,
to the global dividend: EUR 972,524,808.42,
to the carry forward account: EUR 213,491,290.79;
the shareholders will receive a net dividend
of EUR 0.66 per share; an interim dividend
of EUR 0.30 was paid on 16 DEC 2004, the remaining
dividend of EUR 0.36, eligible for the 50%
allowance, will be paid on 27 MAY 2005
O.5 Receive the special report of the Auditors on Mgmt For *
agreements governed by Articles L.225-38 and
sequence of the French Commercial Code, approve
the said report and the agreements referred
to therein
O.6 Approve the resignation of Mr. Jean Le Brun Mgmt Against *
as a Director and appoint Mr. Alain David as
a Director for the remainder of the latter
s term of office, i.e. until the close of the
OGM which will deliberate upon the annual financial
statements for the FY 2006
O.7 Appoint Mr. Philippe Camus in replacement of Mgmt Against *
Mr. Gerard Mestrallet as a Director for a
period of 3 years
O.8 Approve to renew the term of office of Mr. Rene Mgmt For *
Carron as a Director for a period of 3 years
O.9 Approve to renew the term of office of Mr. Alain Mgmt Against *
Dieval as a Director for a period of 3 years
O.10 Approve to renew the term of office of Mr. Daniel Mgmt For *
Lebegue as a Director for a period of 3 years
O.11 Approve to renew the term of office of Mr. Michel Mgmt For *
Michaut as a Director for a period of 3 years
O.12 Approve to renew the term of office of Mr. Jean-Claude Mgmt For *
Pichon as a Director for a period of 3 years
O.13 Approve to renew the term of office of Mr. Xavier Mgmt For *
Fontanet as a Director for a period of 3 years
O.14 Approve to renew the term of office of Mr. Corrado Mgmt For *
Passera as a Director for a period of 3 years
O.15 Approve to award total annual fees of EUR 670,000.00 Mgmt For *
to the Directors
O.16 Authorize the Board of Directors to trade in Mgmt For *
the Company s shares on the stock market, as
per the following conditions: maximum purchase
price: EUR 35.00, minimum sale price: EUR 10.00,
maximum number of shares to be traded: 10%
of the share capital, maximum amount for this
purchase programme: it will not exceed EUR
2,000,000,000.00; Authority expires at the
end of 18 months , it cancels and replaces
the authorization given by the OGM of 19 MAY
2004; authorize the Board of Directors to take
all necessary measures and accomplish all necessary
formalities
O.17 Authorize the Board of Directors to increase, Mgmt For *
in one or more transactions, in France or abroad,
with or without premium, the share capital
by a maximum nominal amount of EUR 2,000,000,000.00,
by way of issuing, with the shareholders preferential
subscription rights maintained, the Company
s common shares or of any other securities
giving access by all means to the Company s
common shares; the nominal value of the equity
securities issued shall not exceed EUR 5,000,000,000.00;
Authority expires at the end of 26 months
, it cancels and replaces, for the period unused,
the delegation given by the EGM of 19 MAY 2004;
and authorize the Board of Directors to take
all necessary measures and accomplish all necessary
formalities
O.18 Authorize the Board of Directors to increase, Mgmt For *
in one or more transactions, in France or abroad,
with or without premium, the share capital
by a maximum amount of EUR 900,000,000.00,
by way of issuing, with waiver of shareholders
pre-emptive rights, the Company s common shares
or of any other securities giving access by
all means to the Company s common shares; the
nominal value of the equity securities issued
shall not exceed EUR 5,000,000,000.00; the
whole within the limit of the unused portion
of the ceilings respectively set in Resolution
Number O.17 it is specified that any issue
realized according the present resolution shall
count against the corresponding ceiling or
ceilings ; Authority expires at the end of
26 months , it cancels and replaces, or the
period unused, the delegation given by the
EGM of 19 MAY 2004
E.19 Authorize the Board of Directors in order to Mgmt For *
increase the share capital, in one or more
transactions and at its sole discretion, by
a maximum nominal amount of EUR 3,000,000,000.00,
by way of capitalizing premiums, retained earnings,
income or others, 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 two methods; Authority expires at the
end of 26 months , it cancels and replaces,
for the period unused, the delegation given
by the CGM of 19 MAY 2004; authorize the Board
of Directors to take all necessary measures
and accomplish all necessary formalities
O.20 Authorize the Board of Directors in order to Mgmt For *
increase the share capital, in one or more
transactions, at its sole discretion, not exceeding
an amount of EUR 150,000,000.00, by way of
issuing shares in favor of the Company s employees
who are Members of a Company Saving Plan;
Authority expires at the end of 26 months ,
it cancels and replaces, for the period unused,
the delegation given by the CGM of 19 MAY 2004;
and authorize the Board of Directors to take
all necessary measures and accomplish all necessary
formalities
O.21 Authorize the Board of Directors to increase Mgmt For *
the share capital, in one or more transactions,
at its sole discretion, for an amount not exceeding
EUR 40,000,000.00, by way issuing new shares
reserved to the Company Credit Agricole International
s employees; Authority expires at the close
of the general meeting to be called to approve
the financial statements ; and authorize the
Board of Directors to take all necessary measures
and accomplish all necessary formalities
O.22 Authorize the Board of Directors to increase Mgmt For *
the share capital, in one or more transactions,
at its sole discretion, for an amount not exceeding
EUR 40,000,000.00, by way of issuing shares
to be paid-up in cash, in favor of the employees
of certain legal entities of the Group Credit
Agricle S.A., established in the USA and whose
employment contract is ruled by the law of
the USA, when these employees are Members of
an Enterprise Savings Plan of one of the Group
Credit Agricole s legal entities the American
Employees ; 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.23 Authorize the Board of Directors to reduce the Mgmt For *
share capital by cancelling the shares held
by the Company in connection with a Stock Repurchase
Plan aim of the Resolution Number O.16 or
of previous authorizations ; the total number
of shares in the 24 months not exceeding 10%
of the capital; Authority expires at the end
of 24 months ; it cancels effective immediately,
the authorization given by the CGM of 19 MAY
2004; and authorize the Board of Directors
to take all necessary measures and accomplish
all necessary formalities
O.24 Amend the Articles of Association Number 9.A Mgmt For *
statutory alteration in order to raise the
percentage of the threshold exceeding, as a
result of the decision to raise it from 0.6%
to 1% of the capital or of the voting rights
O.25 Grant all powers to the bearer of a copy or Mgmt For *
an extract of the minutes of this meeting in
order to accomplish all formalities, filings
and registrations prescribed by law, general
meeting proxy services
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
- --------------------------------------------------------------------------------------------------------------------------
CREDIT SUISSE GROUP Agenda Number: 932306699
- --------------------------------------------------------------------------------------------------------------------------
Security: 225401108
Meeting Type: Annual
Meeting Date: 29-Apr-2005
Ticker: CSR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPROVAL OF ANNUAL REPORT, THE PARENT COMPANY Mgmt No Action
S 2004 FINANCIAL STATEMENTS AND THE 2004 CONSOLIDATED
FINANCIAL STATEMENTS
02 DISCHARGE OF THE ACTS OF THE MEMBERS OF THE Mgmt No Action
BOARD OF DIRECTORS AND THE EXECUTIVE BOARD
03 RESOLUTION ON THE APPROPRIATION OF RETAINED Mgmt No Action
EARNINGS
04 APPROVAL OF THE SHARE BUYBACK PROGRAMME Mgmt No Action
5A1 RE-ELECTION TO THE BOARD OF DIRECTORS: PETER Mgmt No Action
BRABECK-LETMATHE
5A2 RE-ELECTION TO THE BOARD OF DIRECTORS: THOMAS Mgmt No Action
W. BECHTLER
5A3 RE-ELECTION TO THE BOARD OF DIRECTORS: ROBERT Mgmt No Action
H. BENMOSCHE
5A4 RE-ELECTION TO THE BOARD OF DIRECTORS: ERNST Mgmt No Action
TANNER
5A5 NEW ELECTION TO THE BOARD OF DIRECTORS: JEAN Mgmt No Action
LANIER
5A6 NEW ELECTION TO THE BOARD OF DIRECTORS: ANTON Mgmt No Action
VAN ROSSUM
5B ELECTION OF THE PARENT COMPANY S INDEPENDENT Mgmt No Action
AUDITORS AND THE GROUP S INDEPENDENT AUDITORS
5C ELECTION OF SPECIAL AUDITORS Mgmt No Action
06 ADJUSTMENT TO THE AUTHORIZED CAPITAL Mgmt No Action
07 IF PROPOSALS REQUIRE A VOTE, I AUTHORIZE THE Mgmt No Action
INDEPENDENT PROXY TO VOTE IN FAVOR OF THE PROPOSALS
OF THE BOARD OF DIRECTORS
- --------------------------------------------------------------------------------------------------------------------------
DAI NIPPON PRINTING CO LTD Agenda Number: 700764841
- --------------------------------------------------------------------------------------------------------------------------
Security: J10584100
Meeting Type: AGM
Meeting Date: 29-Jun-2005
Ticker:
ISIN: JP3493800001
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the profit appropriation for No.111 Mgmt For *
Term: dividends for the current term as JPY
13.50 per share JPY 24 on a yearly basis
2. Amend the Articles of Incorporation by changing Mgmt For *
the number of issued and outstanding shares
to 1,500,000,000 from the present 1,200,000,000
and change the number of Director s position
to 28 or less from the present 38 or less and
also the number of Statutory Auditor s position
be changed to 5 or less from the present 4
or less
3.1 Elect Mr. Yoshitoshi Kitajima as a Director Mgmt For *
3.2 Elect Mr. Kouichi Takanami as a Director Mgmt For *
3.3 Elect Mr. Satoshi Saruwatari as a Director Mgmt For *
3.4 Elect Mr. Masayoshi Yamada as a Director Mgmt For *
3.5 Elect Mr. Mitsuhiko Hakii as a Director Mgmt For *
3.6 Elect Mr. Osamu Tsuchida as a Director Mgmt For *
3.7 Elect Mr. Noriaki Nakamura as a Director Mgmt For *
3.8 Elect Mr. Teruomi Yoshino as a Director Mgmt For *
3.9 Elect Mr. Hiromitsu Ikeda as a Director Mgmt For *
3.10 Elect Mr. Kousaku Mori as a Director Mgmt For *
3.11 Elect Mr. Kenzou Isumi as a Director Mgmt For *
3.12 Elect Mr. Yoshinari Kitajima as a Director Mgmt For *
3.13 Elect Mr. Toshio Kawada as a Director Mgmt For *
3.14 Elect Mr. Kazumasa Hiroki as a Director Mgmt For *
3.15 Elect Mr. Yuujirou Kuroda as a Director Mgmt For *
3.16 Elect Mr. Tatsuya Nishimura as a Director Mgmt For *
3.17 Elect Mr. Itsuo Totsuka as a Director Mgmt For *
3.18 Elect Mr. Masahiko Wada as a Director Mgmt For *
3.19 Elect Mr. Tetsuji Morino as a Director Mgmt For *
3.20 Elect Mr. Takashi Toida as a Director Mgmt For *
3.21 Elect Mr. Shigeru Kashiwabara as a Director Mgmt For *
3.22 Elect Mr. Kunikazu Akishige as a Director Mgmt For *
3.23 Elect Mr. Kenji Noguchi as a Director Mgmt For *
3.24 Elect Mr. Yoshiaki Nagano as a Director Mgmt For *
3.25 Elect Mr. Motoharu Kitajima as a Director Mgmt For *
3.26 Elect Mr. Tadao Tsukada as a Director Mgmt For *
4. Elect Mr. Shinsuke Nomura as a Statutory Auditor Mgmt For *
5. Approve to revise the remuneration for Statutory Mgmt For *
Auditors from JPY 9,000,000 or less at present
to JPY 12,000,000
6. Grant retirement allowances to Mr. Ryouzou Kitami, Mgmt For *
Mr. Kenichi Nakamura, Mr. Taira Takahashi,
Mr. Masakazu Satou, Mr. Kuniaki Kamei, Mr.
Hidenori Nokubo, Mr. Tadashi Ookubo, Mr. Yoshiyuki
Nakagawa, Mr. Yukio Togano, Mr. Junjirou Inoue
and Mr. Tatsuo Komaki, who retired during the
current term according to the Company rule
- --------------------------------------------------------------------------------------------------------------------------
DAIWA SECURITIES GROUP INC Agenda Number: 700732919
- --------------------------------------------------------------------------------------------------------------------------
Security: J11718111
Meeting Type: AGM
Meeting Date: 24-Jun-2005
Ticker:
ISIN: JP3502200003
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Elect a Director Mgmt For *
1.2 Elect a Director Mgmt For *
1.3 Elect a Director Mgmt For *
1.4 Elect a Director Mgmt For *
1.5 Elect a Director Mgmt For *
1.6 Elect a Director Mgmt For *
1.7 Elect a Director Mgmt For *
1.8 Elect a Director Mgmt For *
1.9 Elect a Director Mgmt For *
1.10 Elect a Director Mgmt For *
1.11 Elect a Director Mgmt For *
1.12 Elect a Director Mgmt For *
1.13 Elect a Director Mgmt For *
2. Approve Issuance of Share Purchase Warrants Mgmt For *
to a Third Party or Third Parties on Favorable
Conditions
- --------------------------------------------------------------------------------------------------------------------------
DASSAULT SYSTEMES SA Agenda Number: 700717171
- --------------------------------------------------------------------------------------------------------------------------
Security: F2457H100
Meeting Type: MIX
Meeting Date: 08-Jun-2005
Ticker:
ISIN: FR0000130650
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
O.1 Approve the special report of the Auditors on Mgmt No Action *
agreements governed by Articles L.225-38 and
Sequence of the French Commercial code, approve
the said report and the agreements referred
to therein
O.2 Approve the management report of the Board of Mgmt No Action *
Directors and the general report of the Statutory
Auditors, approves the Corporate financial
statements and the balance sheet for the FYE
361 Dec 2004 in the form presented to the meeting,
approves the non-deductible fees and expenses
of EUR 304,654.00 with a corresponding tax
of EUR 107,939.00
O.3 Approve the reports of the Board of Directors Mgmt No Action *
on the Group management included in the Management
report and the report of the Statutory Auditors,
approve the consolidated financial statements
for the 2004 FY in the form presented to the
meeting
O.4 Approve the appropriate profits of EUR 104,456,095.19 Mgmt No Action *
as follows: prior retained earning: EUR 660,392,098.22,
distributable profit 764,848,193.41 global
dividend: EUR 43,120,108.22 carry forward account:
EUR 61,335,986.97; approve that the amount
of the dividend corresponding to the self-held
shares at the payment date shall be allocated
to the retained earnings account, the shareholders
will receive a net dividend of EUR 0.38 per
share and will entailed natural persons to
the 50 % allowance, this dividend will be paid
on 28 JUN 2005; pursuant to Article 39 of the
Amended finance Law for 2004, to transfer the
amount of EUR 200,000,000.00 posted to the
special reserve of long-term capital gains
to an ordinary reserve account
O.5 Authorize the Board of Directors to trade in Mgmt No Action *
the Company s shares on the stock market as
per the conditions: Maximum purchases price
: EUR 50.00 maximum number of shares to be
traded 10% of the Company capital, maximum
amount liable to be used for such repurchases:
EUR 400,000,000.00; Authority is valid up
to the OGM called to deliberate on the financial
statements for FYE 31 DEC 2005 ; authorize
the Board of Directors to take all necessary
measures and accomplish all necessary formalities,
the present delegation cancels and replaces
the delegation set forth in Resolution O.5
and given by the OGM of 02 JUN 2004
O.6 Authorize the Board of Directors to award total Mgmt No Action *
annual fees of EUR 170,000.00 to the Directors
O.7 Appoint PricewaterhouseCoopers Audit Company Mgmt No Action *
as the Statutory Auditor for a period of 6
years
O.8 Appoint Mr. Pierre Coll as a Deputy Auditor Mgmt No Action *
for a period of 6 years
O.9 Approve to renew the term of office of Mr. Charles Mgmt No Action *
Edelstenne as a Director for a period of 6
years
O.10 Approve to renew the term of office of Mr. Bernard Mgmt No Action *
Charles as a Director for a period of 6 years
O.11 Approve to renew the term of office of Mr. Laurent Mgmt No Action *
Dassault as a Director for a period of 6 years
O.12 Approve to renew the term of office of Mr. Thibault Mgmt No Action *
De Tersant as a Director for a period of 6
years
O.13 Approve to renew the term of office of Mr. Paul Mgmt No Action *
R. Brown as a Director for a period of 6 years
O.14 Ratify the co-optation of Mr. Arnoud De Meyer Mgmt No Action *
as a Director for the remainder of the term
of office of his predecessor
O.15 Approve to renew the term of office of Mr. Arnoud Mgmt No Action *
De Meyer as a Director for a period of 6 years
O.16 Ratify the co-optation of Mr. Behrouz Jean-Pierre Mgmt No Action *
Chahid-Nourai as a Director for the remainder
of the term of office of his predecessor
O.17 Approve to renew the term of office of Mr. Behrouz Mgmt No Action *
Jean-Pierre Chahid-Nourai as a Director for
a period of 6 years
O.18 Approve to bring the Articles of Association Mgmt No Action *
into conformity with the order of 24 JUN 2004
reforming the system of the securities to be
issued by commercial companies and amend Articles
of Association 7 and 10
O.19 Authorize the board of Directors to reduce the Mgmt No Action *
share capital by canceling the shares held
by the Company in connection with a stock repurchase
plan, provided that total number of shares
cancelled in the 24 months does not exceed
10% of the capital Authority expires at the
end of OGM called to deliberate on the financial
statements for FYE 31 DEC 2005 ; Authorize
the Board of Directors to charge the difference
between the cancelled shares costs and their
nominal value against the related disposable
premiums and reserves; to take all necessary
measures and accomplish all necessary formalities
O.20 Authorize the Board of Directors to increase Mgmt No Action *
in one of more transactions, in France or abroad,
the share capital by a maximum nominal amount
of EUR 15,000,000.00 by way of issuing with
the shareholders preferred subscription rights
maintained ordinary shares and securities giving
access to the share capital of the Company
Authority expires at the end of 26 months
; the nominal value of debt securities issued
shall not exceed EUR 750,000,000.00 this authority
supersedes any and all earlier delegations
to the same effect and notable the one given
by the MIX of 02 JUN 2004 in its Resolution
O.12; authorize the Board of Directors to charge
the shareissuance costs against the related
premiums and to take all necessary measures
and accomplish all necessary formalities
O.21 Authorize the Board of Directors to increase Mgmt No Action *
in one or more transaction, in France or abroad,
the shares capital by a maximum nominal amount
of EUR 15,000,000.00 by way of issuing with
waiver of the shareholders preferred subscription
rights ordinary shares and securities giving
access to the share capital of the Company
Authority expires at the end of 26 months
; the nominal value of debt securities issued
shall not exceed EUR 750,000,000.00 this authority
supersedes any and all earlier delegation to
the same effect and notable the one given by
the MIX of 02 JUN 2004 in its Resolution Number
O.13, authorize the Board of Directors: to
charge the share issuance costs against the
related premiums; to take all necessary measures
and accomplish all necessary formalities
O.22 Authorize the Board of Directors to increase Mgmt No Action *
the number o securities to be issued for each
of the issues with or without preferential
subscription right of shareholders within 30
days of the closing of the subscription period
and with in the limit of 15% of the initial
issue and at the same price as the one of the
initial issue; Authority expires at the end
of 26 months ; the amount shall count against
the overall value of the share capital increase
set at EUR 15,000,000.00 in Resolution O.20
E.23 Authorize the board of Directors in order to Mgmt No Action *
increase the share capital in one or more transaction
and at its sole discretion, by a maximum nominal
amount of EUR 15,000,000.00 by way of capitalizing
reserves, profits premiums or other means,
provided that such capitalization is allowed
by law and under the by-laws to be carried
out thought the issue of bonus shares or the
raise of the par value of the existing shares
Authority expires at the end of 26 months
; the amount shall count against he overall
value of the share capital increase liable
to be realized with use of the provisions of
the Resolution 20; this authorization supersedes
any and all earlier delegation to the same
effects and in particular the one given by
the MIX of 02 JUN 2004 in its Resolution O.14
O.24 Authorize the Board of Directors to increase Mgmt No Action *
the share capital within the limit of 1% in
consideration for he contributions in kind
granted to the Company and comprised of equity
securities or securities giving access to shares
capital Authority expires at the end of 26
months ; authorize the Board of Directors to
charge the share issuance costs against the
related premiums and to take all necessary
measures and accomplish all necessary formalities
E.25 Authorize the Board of Directors to grant in Mgmt No Action *
one or more transactions to employees or Officers
of the Company or companies related options
giving the right either to subscribe for new
shares in the Company, or to purchase existing
shares option 05 it being provided that the
options shall not give rights to a total number
of shares, which shall exceed 20% of the share
capital Authority expires at the end of 38
months ; authorize the board of Directors to
charge the share issuance costs against the
related premiums and deduct from the premiums
the amounts necessary to raise the legal reserve
to one-tenth of the new capital after each
increase, to take all necessary measures and
accomplish all necessary formalities; this
authorization supersedes for the portion unused
any and all earlier delegation to the same
effect and in particular the one given by the
OGM of 28 MAY 2002
O.26 Authorize the Board of Directors to proceed Mgmt No Action *
with allocation free of charge of Company s
existing ordinary shares or to be issued in
favor of the employees r the officers provided
that they shall not represent more than 1%
of the share capital Authority expires at
the end of the 38 months ; authorize the Board
of Directors to take all necessary measures
and accomplish all necessary formalities
O.27 Authorize the Board of Directors to increase Mgmt No Action *
the share capital in one or more transactions
at its sole discretion in favor of the Members
of a Company savings Plan Authority expires
at the end of 26 months and for an amount which
shall not exceed EUR 10,000,000.00 ; authorize
the Board of Directors to charge the shares
issuance costs against the related premiums
and deduct from the premiums the amounts necessary
to raise the legal reserve to one-tenth of
the new capital after each increase and to
take all necessary measures and accomplish
all necessary formalities; this authorization
supersedes any and all earlier delegation to
the same effect and in particular the one given
by the MIX of 02 JUN 2004 in its Resolution
16
O.28 Grant all powers to the bearer of a copy or Mgmt No Action *
an extract of the minutes of this meeting of
this meeting in order to accomplish all formalities,
filings and registration prescribed by law
A Verification Period exists in France. Please Non-Voting No Action *
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
- --------------------------------------------------------------------------------------------------------------------------
DBS GROUP HOLDINGS LTD Agenda Number: 700689409
- --------------------------------------------------------------------------------------------------------------------------
Security: Y20246107
Meeting Type: AGM
Meeting Date: 29-Apr-2005
Ticker:
ISIN: SG1L01001701
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the Directors report and audited accounts Mgmt For *
for the YE 31 DEC 2004 and the Auditors report
thereon
2.A Declare a final dividend of 22 cents per ordinary Mgmt For *
share, less income tax, for the YE 31 DEC 2004
2.B Declare a final dividend of 12 cents per non-voting Mgmt For *
convertible preference share, less income tax,
for the YE 31 DEC 2004
2.C Declare a final dividend of 12 cents per non-voting Mgmt For *
redeemable convertible preference share, less
income tax, for the YE 31 DEC 2004
3. Approve to sanction the amount of SGD 976,689 Mgmt For *
as the Directors fees for 2004
4. Appoint Messrs. Ernst & Young as the Auditors Mgmt For *
of the Company and authorize the Directors
to fix their remuneration
5.A.1 Acknowledge the retirement of Mr. Jackson Tai, Mgmt For *
Mr. Bernard Chen, Mr. 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
5A2.1 Re-elect Mr. Jackson Tai as a Director, who Mgmt For *
retires under Article 96 of the Company s Articles
of Association
5A2.2 Re-elect Mr. CY Leung as a Director, who retires Mgmt For *
under Article 96 of the Company s Articles
of Association
5A2.3 Re-elect Mr. Peter Ong as a Director, who retires Mgmt For *
under Article 96 of the Company s Articles
of Association
5A2.4 Re-elect Mr. John Ross as a Director, who retires Mgmt For *
under Article 96 of the Company s Articles
of Association
5.B.1 Re-elect Mr. Ang Kong Hua as a Director, who Mgmt For *
retires under Article 101 of the Company s
Articles of Association
5.B.2 Re-elect Mr. Goh Geok Ling as a Director, who Mgmt For *
retires under Article 101 of the Company s
Articles of Association
5.B.3 Re-elect Mr. Wong Ngit Liong as a Director, Mgmt For *
who retires under Article 101 of the Company
s Articles of Association
5.C Acknowledge the retirement of Mr. Thean Lip Mgmt For *
Ping as a Director under Section 153(6) of
the Companies Act, Chapter 5
6.A Authorize the Board of Directors of the Company Mgmt Against *
to offer and grant 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 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 Mgmt Against *
to offer and grant 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) Mgmt For *
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) 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 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
- --------------------------------------------------------------------------------------------------------------------------
DBS GROUP HOLDINGS LTD Agenda Number: 700689411
- --------------------------------------------------------------------------------------------------------------------------
Security: Y20246107
Meeting Type: EGM
Meeting Date: 29-Apr-2005
Ticker:
ISIN: SG1L01001701
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Authorize the Directors of DBSH, for the purposes Mgmt For *
of Sections 76C and 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 purchase s 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 purchase
s if effected otherwise than on the SGX-ST
or, as the case may be, other exchange in
accordance with any equal access scheme s
as may be determined or formulated by the Directors
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 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
- --------------------------------------------------------------------------------------------------------------------------
DELHAIZE GROUP Agenda Number: 932304722
- --------------------------------------------------------------------------------------------------------------------------
Security: 29759W101
Meeting Type: Special
Meeting Date: 26-May-2005
Ticker: DEG
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 AMENDMENT TO ARTICLE 9A. LAST INDENT OF DELHAIZE Mgmt Abstain Against
GROUP S ARTICLES OF ASSOCIATION
02 AMENDMENT TO ARTICLE 10, 2ND INDENT AND 3RD Mgmt Against Against
INDENT OF DELHAIZE GROUP S ARTICLES OF ASSOCIATION
03 AMENDMENT TO ARTICLE 10, 4TH INDENT OF DELHAIZE Mgmt Against Against
GROUP S ARTICLES OF ASSOCIATION
04 POWER TO IMPLEMENT PROPOSALS Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
DELHAIZE GROUP Agenda Number: 932339333
- --------------------------------------------------------------------------------------------------------------------------
Security: 29759W101
Meeting Type: Annual
Meeting Date: 26-May-2005
Ticker: DEG
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
05 APPROVAL OF THE ANNUAL ACCOUNTS AS OF DECEMBER Mgmt Abstain
31, 2004.
06 DISCHARGE OF LIABILITY OF THE DIRECTORS. Mgmt Abstain
07 DISCHARGE OF LIABILITY OF THE STATUTORY AUDITOR. Mgmt Abstain
8D RENEW THE MANDATE OF COUNT ARNOUD DE PRET ROOSE Mgmt Abstain
DE CALESBERG AS DIRECTOR FOR A PERIOD OF THREE
YEARS.
8E APPOINT MR. LUC VANSTEENKISTE AS DIRECTOR FOR Mgmt For
A PERIOD OF THREE YEARS.
8F APPOINT MR. JACQUES DE VAUCLEROY AS DIRECTOR Mgmt For
FOR A PERIOD OF THREE YEARS.
8G APPOINT MR. HUGH G. FARRINGTON AS DIRECTOR FOR Mgmt For
A PERIOD OF THREE YEARS.
9A COUNT DE PRET ROOSE DE CALESBERG WILL BE REQUESTED Mgmt For
TO APPROVE ANNUAL ACCOUNTS, SATISFIES THE REQUIREMENTS
OF INDEPENDENCE.
9B MR. LUC VANSTEENKISTE WILL BE REQUESTED TO APPROVE Mgmt For
ANNUAL ACCOUNTS, SATISFIES THE REQUIREMENTS
OF INDEPENDENCE.
9C MR. JACQUES DE VAUCLEROY WILL BE REQUESTED TO Mgmt Against
APPROVE ANNUAL ACCOUNTS, SATISFIES THE REQUIREMENTS
OF INDEPENDENCE.
9D MR. HUGH G. FARRINGTON WILL BE REQUESTED TO Mgmt Against
APPROVE ANNUAL ACCOUNTS, SATISFIES THE REQUIREMENTS
OF INDEPENDENCE.
10 RENEWAL OF THE STATUTORY AUDITOR S MANDATE FOR Mgmt For
A PERIOD OF THREE YEARS.
11 STOCK OPTION PLAN UNDER WHICH EXECUTIVE MANAGERS Mgmt Against
ARE ENTITLED TO ACQUIRE DELHAIZE GROUP S ORDINARY
SHARES.
12 ACCELERATED VESTING OF STOCK OPTIONS AND PAYMENT Mgmt Against
UNDER A PERFORMANCE CASH PLAN UPON A CHANGE
OF CONTROL OVER THE COMPANY.
- --------------------------------------------------------------------------------------------------------------------------
DEPFA HOLDINGS PLC Agenda Number: 700677935
- --------------------------------------------------------------------------------------------------------------------------
Security: G27230104
Meeting Type: AGM
Meeting Date: 03-May-2005
Ticker:
ISIN: IE0072559994
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the financial statements and the annual Mgmt For *
report for the 2004 FY
2. Approve the payment of a final dividend on the Mgmt For *
ordinary shares
3. Elect the Board of Directors Mgmt For *
4. Authorize the Board of Directors to determine Mgmt For *
the remuneration for the Auditors
- --------------------------------------------------------------------------------------------------------------------------
DEUTSCHE BOERSE AG, FRANKFURT AM MAIN Agenda Number: 700689992
- --------------------------------------------------------------------------------------------------------------------------
Security: D1882G119
Meeting Type: AGM
Meeting Date: 25-May-2005
Ticker:
ISIN: DE0005810055
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE BE ADVISED THAT "DEUTSCHE BOERSE AG, Non-Voting No vote
FRANKFURT" SHARES ARE ISSUED IN REGISTERED
FORM AND AS SUCH DO NOT REQUIRE SHARE BLOCKING
IN ORDER TO ENTITLE YOU TO VOTE. THANK YOU.
1. Presentation of the approved annual and consolidated Mgmt Abstain *
annual financial statements, the management
report of Deutsche Boerse AG and the group
management report as of December 31, 2004,
as well as the report of the Supervisory Board
and the proposal for the appropriation of distributable
profits
2. The Executive Board and the Supervisory Board Mgmt For *
propose that the distributable profit disclosed
in the approved annual financial statements
as of December 31, 2004 totaling EUR 226,825,000.00
be used to pay a dividend of EUR 0.70 for each
share carrying dividend rights, i.e. EUR 78,262,016.00
in total, and that the remaining amount of
EUR 148,562,984.00 be allocated to other retained
earnings; The number of shares carrying dividend
rights may increase or decrease before the
Annual General Meeting as a result of the acquisition
of own shares (with or without a subsequent
cancellation of the acquired shares) or disposal
of own shares, which, in accordance with section
71b of the German Stock Corporation Act (Aktiengesetz
- AktG), do not carry dividend rights; In such
cases, the proposal made to the Annual General
Meeting with regard to the appropriation of
distributable profits, which shall be based
on an unchanged distribution of EUR 0.70 for
each share carrying dividend rights, shall
be adjusted as appropriate
3. The Supervisory Board and the Executive Board Mgmt For *
propose that the acts of the Executive Board
in fiscal year 2004 be approved
4. The Supervisory Board and the Executive Board Mgmt For *
propose that the acts of the Supervisory Board
in fiscal year 2004 be approved
5. Beschlussfassung ueber die Aufhebung des bestehenden Mgmt For *
genehmigten Kapitals I, df the Articles of
Association expires on December 31, 2005 and
shall therefore be renewed; The Supervisory
Board and the Executive Board therefore propose
to resolve the following: a) The cancellation
of section 4 sub-section 3 of the Articles
of Association cancels the existing authorization
of the Executive Board under section 4 sub-section
3 of the Articles of Association to increase,
with the consent of the Supervisory Board,
the share capital of the company by up to a
total of EUR 41,104,000.00 once or more than
once before December 31, 2005; b) The Executive
Board is authorized to increase the share capital
on or before May 24, 2010, with the consent
of the Supervisory Board, once or more than
once by up to a total of EUR 35,513,000.00
through the issue of new registered no-par
value shares against cash contribution and/or
contribution in kind (authorized Capital I);
The shareholders shall be granted subscription
rights unless the Executive Board makes use
of the authorization granted to it and excludes
shareholder subscription rights with the approval
of the Supervisory Board; The Executive Board
is authorized to exclude subscription rights
with the consent of the Supervisory Board if
the capital is increased against contribution
in kind for the purpose of acquiring companies,
parts of companies or stakes therein; The Executive
Board is also authorized to exclude fractional
amounts from shareholders subscription rights
with the consent of the Supervisory Board;
The content of the rights attached to the shares
and the terms and conditions relating to their
issue, including the issue price, will be determined
by the Executive Board with the consent of
the Supervisory Board; c) Upon registration
of the cancellation of the current section
4 sub-section 3 of the Articles of Association
pursuant to the resolution under a) of this
agenda item in the Commercial Register, section
4 sub-section 3 of the Articles of Association
will be restated as follows: (3) The Executive
Board is authorized to increase the share capital
on or before May 24, 2010, with the consent
of the Supervisory Board, once or more than
once by up to a total of EUR 35,513,000.00
through the issue of new registered no-par
value shares against cash contribution and/or
contribution in kind (authorized Capital I);
The shareholders shall be granted subscription
rights unless the Executive Board makes use
of the authorization granted to it and excludes
shareholder subscription rights with the approval
of the Supervisory Board; The Executive Board
is authorized to exclude subscription rights
with the consent of the Supervisory Board if
the capital is increased against contribution
in kind for the purpose of acquiring companies,
parts of companies or stakes therein; The Executive
Board is also authorized to exclude fractional
amounts from shareholders Page 5 subscription
rights with the consent of the Supervisory
Board; The content of the rights attached to
the shares and the terms and conditions relating
to their issue, including the issue price,
will be determined by the Executive Board with
the consent of the Supervisory Board d) The
Supervisory Board is authorized to amend section
4 sub-sections 1 and 3 of the Articles of Association
to reflect the respective exploitation of authorized
Capital I or after the authorization period
has expired; e) The Executive Board is instructed
to apply for registration of the resolution
under a) above, which relates to the cancellation
of the existing authorized Capital I as contained
in section 4 sub-section 3 of the Articles
of Association, in the Commercial Register
only when it can be certain that the resolution
on the creation of the new authorized Capital
I totaling EUR 35,513,000.00, together with
the corresponding amendment to the Articles
of Association in accordance with c) above,
will be entered into the Commercial Register
immediately after the entry of the cancellation
of the existing section 4 sub-section 3 of
the Articles of Association
6. Beschlussfassung ueber die Ermaechtigung zum Mgmt For *
Erwerb eigener Aktien gemaess Par: The Executive
Board is authorized to acquire own shares up
to a maximum of 10% of the share capital before
October 31, 2006; The combined total of the
shares acquired as a result of this authorization,
and own shares acquired for any other reasons
and either owned by the company or attributable
to the company in accordance with sections
71a et seq. AktG, must not exceed 10% of the
company s share capital at any given point
in time; The shares may be purchased via the
stock exchange or on the basis of a public
purchase offer to all shareholders; In the
event that the shares are purchased via the
stock exchange, the consideration paid for
the acquisition of the shares must not exceed
or fall short of the volume-weighted average
share price on the five exchange trading days
preceding the point in time when the obligation
to purchase the shares is assumed (closing
auction price of Deutsche Boerse s shares in
electronic trading on the Frankfurt Stock Exchange)
by more than 10%; In the event of a public
purchase offer, the consideration paid must
not fall short of, or exceed, the volume-weighted
average share price on the five exchange trading
days preceding the day of publication of the
offer (closing auction price of Deutsche Boerse
s shares in electronic trading on the Frankfurt
Stock Exchange) by 10% and 15% respectively;
If the volume of shares offered in a public
purchase offer exceeds the planned repurchase
volume, acceptance must be in proportion to
the number of shares offered in each case;
A preferred acceptance of small quantities
of up to 50 of the company s Page 6 shares
offered by individual shareholders may be foreseen;
Acquisition can also be executed by dependent
group companies of Deutsche Boerse AG within
the meaning of section 17 AktG, or by third
parties on behalf of either Deutsche Boerse
AG or its dependent group companies; The Executive
Board is authorized to dispose of the acquired
shares in a way other than on the stock exchange
or by offer to all shareholders, provided that
the own shares are used as (part)-consideration
for the purpose of company mergers or acquisitions,
or to acquire companies, stakes in companies
or parts of companies; In addition, the Executive
Board is authorized, in the event that it disposes
of the own shares it has acquired by means
of an offer to all shareholders, to grant the
holders of the warrants and convertible debt
securities issued by the company subscription
rights to the extent that they would be entitled
to such rights after exercise of the option
or conversion right; In these cases and to
this extent, shareholders subscription rights
are excluded; The Executive Board is also authorized
to use the own shares acquired for the issue
of employee shares to employees and pensioned
employees of Deutsche Boerse AG and its related
companies; Moreover the Executive Board is
authorized to use own shares to satisfy subscription
rights on shares in the company granted to
employees of Deutsche Boerse AG and its related
companies in accordance with the stock option
plan as resolved by the 2003 Annual General
Meeting; However, it may only be made use of
the latter authorization if the sum of the
pro rata amount of the share capital allotted
to shares used in such a manner and of the
amount of the conditional Capital I (section
4 sub-section 5 of the Articles of Association)
in the amount of EUR 3,000,000 does not exceed
in total 10% of the share capital; In the events
provided in this paragraph and to the extent
provided therein the Executive Board is authorized
to exclude the subscription rights of the shareholders;
In addition, the Executive Board is authorized
to sell shares, under exclusion of shareholders
subscription rights, to third parties against
payment in cash, provided that the purchase
price of the shares is not significantly lower
than the quoted price of the shares at the
time of disposal; Furthermore, the Executive
Board is authorized to cancel shares acquired
on the basis of this authorization, without
the need for a further resolution by a General
Shareholders Meeting with respect to the cancellation
process; The cancellation process can be limited
to some of the acquired shares; the authorization
to cancel shares can also be used more than
once; The cancellation process can also be
effected in a simplified procedure without
capital reduction by adjusting the pro rata
amount of the remaining shares in the nominal
capital in accordance with section 8 sub-section
3 AktG; In this case the Executive Board is
authorized to adjust the number of the shares
stated in the Articles of Association correspondingly;
As soon as the new authorization comes into
force, the existing authorization to acquire
own shares shall be cancelled, which was resolved
by the Annual General Meeting on May 19, 2004
and expires on October 31, 2005
7. Beschlussfassung ueber die Neuregelung der AufsichtsratsverguetungMgmt For *
und entspre regard to the admissibility of
the share price-related components contained
in the remuneration of the Supervisory Board;
In order to meet these concerns the remuneration
of the Supervisory Board shall consist of a
fixed and, in accordance with the German Corporate
Governance Code accepted by Deutsche Boerse
AG, variable remuneration whereby the latter
shall consist of two components one being linked
to the group s return on equity and the other
being linked to the group s earnings per share;
The Supervisory Board and the Executive Board
therefore propose to resolve the following:
a) Sub-sections 5 and 6 of section 13 of the
Articles of Association shall be cancelled
and replaced by the following: (5) The members
of the Supervisory Board each shall receive
fixed annual remuneration of EUR 48,000.00
for the previous fiscal year (remuneration
year); This fixed annual remuneration is multiplied
by two for the Chairman and by one-and-a-half
for his/her deputy; (6) In addition, the members
of the Supervisory Board shall receive a variable
component for the remuneration year which is
linked to the success of the company; This
variable annual remuneration consists of two
components which in the event the respective
targets are met each amount to EUR 16,000.00:
a) In the event the group s return on equity
after taxes of the Deutsche Boerse Group exceeds
the average of the monthly average of the current
yield to maturity of domestic bonds of issuers
pertaining to the public sector with a maturity
of over 9 and up to and including 10 years
established by the German Federal Reserve Bank
by at least (and including) 5 percentage points
a variable annual remuneration amounting to
EUR 16,000.00 shall be granted; b) In the event
the group s earnings per share in the remuneration
year and in the fiscal year immediately preceding
the remuneration year exceed the earnings per
share of the fiscal year immediately preceding
the aforementioned years by at least (and including)
8% a variable annual remuneration amounting
to EUR 16,000.00 shall be granted; The calculation
of both variable annual remuneration components
is based on the group s return on equity and
the group s earnings per share reported in
the consolidated annual financial statements/group
s management report which have been awarded
an unqualified audit opinion; In the event
that the group s return on equity or the group
s earnings per share as reported in the consolidated
annual financial statements/group s management
report are amended at a later date, calculation
of the annual remuneration in a) and b) is
based on the amended value; In the event that
the group s earnings per share for any of the
relevant fiscal years are negative, calculation
is based on the value of zero for these group
s earnings per share; If amendments to the
company s share capital or to the company s
number of shares or to the accounting standards
result in the group s return on equity or the
group s earnings per share that apply to the
calculation of the annual remuneration under
a) and that set out under b) no longer being
comparable, the corresponding values must be
adjusted in such a way as to allow comparison;
(7) Members of the Supervisory Board that are
members of a committee within the meaning of
section 12 sub-section 3 shall each receive
annual committee remuneration of EUR 20,000.00,
in addition to the remuneration set out in
sections 5 and 6 above; This amount shall be
multiplied by one-and-a-half for the Chairman
of a committee; this amount shall be multiplied
by two for the Chairman of the Audit and Finance
Committee; (8) Members of the Supervisory Board
who only sit on the board for part of any given
fiscal year shall receive one twelfth of the
fixed remuneration under section 5, any variable
remuneration under section 6, and any committee
remuneration under section 7, for each commenced
month of membership; (9) The remuneration set
out in sub-sections 5, 6 and 7 above shall
be due for payment after the Annual General
Meeting, which is presented with or approves
the consolidated annual financial statements
for the remuneration year; (10) The members
of the Supervisory Board shall also receive
a refund of their cash expenses and of the
statutory VAT applicable to the Supervisory
Board and committee remuneration; Page 9 b)
The amendment to the Articles of Association
as set out under a) of this agenda item shall
be first applied for the fiscal year starting
on January 1, 2005
8. Beschlussfassung ueber die Flexibilisierung Mgmt Against *
der Amtsperioden der Aufsichtsratsmitglieder
und entsprechende Satzungsaenderung
sentence 4 shall be
added: The Annual General Meeting may set
a shorter term of office for one or several
shareholder representatives
9. Wahl des Abschlusspruefers und des KonzernabschlusspruefersMgmt For *
fuer das Geschaefts and group auditors for
fiscal year 2005: KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft Wirtschaftsprfungsgesellschaft
based in Berlin and Frankfurt am Main
- --------------------------------------------------------------------------------------------------------------------------
DEUTSCHE POSTBANK AG Agenda Number: 700680754
- --------------------------------------------------------------------------------------------------------------------------
Security: D1922R109
Meeting Type: OGM
Meeting Date: 19-May-2005
Ticker:
ISIN: DE0008001009
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE BE ADVISED THAT "DEUTSCHE POSTBANK 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. Approve the financial statements and annual Mgmt Abstain *
reports for the FY 2004 with the reports of
the Supervisory Board the Group financial statements
and Group annual reports
2. Approve the appropriation of the distributable Mgmt For *
profit of EUR 454,716,367.99 as follows: payment
of a dividend of EUR 1.25 per no-par share
EUR 249,716,367.99 shall be allocated to the
other revenue reserves ex-dividend and payable
date 20 MAY 2005
3. Ratify the acts of the Board of Managing Directors Mgmt For *
follows: payment
of a dividend of EUR 1.25 per no-par share
EUR 249,716,367.99 shall be allocated to the
other revenue reserves ex-dividend and payable
date 20 MAY 2005
4. Ratify the Acts of the Supervisory Board Mgmt For *
5. Appoint PwC Deutsche Revision AG, Duesseldorf, Mgmt For *
as the Auditors for the FY 2005
6. Elect Mr. Joerg Asmussen to the Supervisory Mgmt For *
Board
7. Authorize the Company to acquire and sell own Mgmt For *
shares, at a price not deviating more than
10% from their market price, on or before 18
NOV 2006; the trading portfolio of shares to
be acquired for such purpose shall not exceed
5% of the share capital at the end of any
given day
8. Authorize the Company to acquire own shares Mgmt For *
of up to 10 % of its share capital, at a price
differing neither more than 10% from the market
price of the share if they are acquired through
the stock exchange, nor more than 20%; if they
are acquired by the way of a repurchase offer,
on or before 18 NOV 2006; authorize the Board
of Managing Directors to retire the shares,
to dispose of the shares in a manner other
than the stock exchange or an offer to all
shareholders if the shares are sold against
payment in cash at a price not materially below
the market price of identical share or if they
are used in connection with mergers and acquisitions
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.
- --------------------------------------------------------------------------------------------------------------------------
DIAGEO PLC Agenda Number: 700594270
- --------------------------------------------------------------------------------------------------------------------------
Security: G42089113
Meeting Type: AGM
Meeting Date: 20-Oct-2004
Ticker:
ISIN: GB0002374006
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the Directors and the Auditor s reports Mgmt For *
and the accounts for the YE 30 JUN 2004
2. Approve the Directors remuneration report for Mgmt For *
the YE 30 JUN 2004
3. Declare a final dividend on the ordinary shares Mgmt For *
4. Re-elect Lord Hollick of Notting Hill as a Director, Mgmt For *
who retires by rotation
5. Re-elect Mr. N.C. Rose as a Director, who retires Mgmt For *
by rotation
6. Re-elect Mr. P.A. Walker as a Director, who Mgmt For *
retires by rotation
7. Elect Mr. H.T. Stitzer as a Director Mgmt For *
8. Elect Mr. J.R. Symonds as a Director Mgmt For *
9. Re-appoint KPMG Audit PLC as the Auditor of Mgmt For *
the Company until the conclusion of the next
general meeting at which accounts are laid
before the Company and authorize the Directors
to determine their remuneration
S.10 Approve to renew the power conferred on the Mgmt For *
Directors by Paragraph 4.3 of Article 4 of
the Company s Articles of Association for a
period expiring at the conclusion of the next
AGM of the Company or on 19 JAN 2006, whichever
is earlier and for such period the maximum
amount of equity securities which the Directors
may so allot in accordance with Paragraph 4.4
(c) of Article 4 Section 95 prescribed amount
referred to in Article 4.4(c) shall be GBP
44,234,986
S.11 Amend Article 46.1 of the Articles of Association Mgmt For *
of the Company
S.12 Authorize the Company to make market purchases Mgmt For *
Section 163 of the Companies Act 1985 as
amended of up to 305,752,223 of its ordinary
shares of 28 101/108 pence each, at a minimum
price of 28 101/108 pence for an ordinary share
and up to 105% of the average middle market
quotations for such shares derived from the
London Stock Exchange Daily Official List,
over the previous 5 business days; Authority
expires at the conclusion of the next AGM ;
the Company, before the expiry, may make a
contract to purchase ordinary shares which
will or may be executed wholly or partly after
such expiry
13. Amend the Diageo Long Term Incentive Plan in Mgmt For *
accordance with the schedule of amendments
produced to the meeting, subject to the passing
of Resolution 11
14. Authorize the Board to amend the Diageo Executive Mgmt For *
Share Option Plan in accordance with the schedule
of amendments produced to the meeting, subject
to the passing of Resolution 11
15. Amend the Discretionary Incentive Plan in accordance Mgmt For *
with the schedule of amendments produced to
the meeting, subject to the passing of Resolution
11
16. Authorize the Board to amend the Diageo 2001 Mgmt For *
Share Incentive Plan in accordance with the
schedule of amendments produced to the meeting,
subject to the passing of Resolution 11
17. Authorize the Board to amend the UK Sharesave Mgmt For *
Scheme 2000 in accordance with the schedule
of amendments produced to the meeting, subject
to the passing of Resolution 11
18. Authorize the Board to amend the Diageo 1999 Mgmt For *
Irish Sharesave Scheme in accordance with the
schedule of amendments produced to the meeting,
subject to the passing of Resolution 11
19. Amend the Diageo Long Term Incentive Plan in Mgmt For *
accordance with the schedule of amendments
produced to the meeting so that the maximum
individual limit on annual awards under the
Long Term Incentive Plan is increased to 250%
of annual salary
- --------------------------------------------------------------------------------------------------------------------------
E.ON AG Agenda Number: 932283966
- --------------------------------------------------------------------------------------------------------------------------
Security: 268780103
Meeting Type: Annual
Meeting Date: 27-Apr-2005
Ticker: EON
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
02 APPROPRIATION OF THE BALANCE SHEET INCOME FROM Mgmt Abstain Against
THE 2004 FINANCIAL YEAR.
03 DISCHARGE OF THE BOARD OF MANAGEMENT FOR THE Mgmt Abstain Against
2004 FINANCIAL YEAR.
04 DISCHARGE OF THE SUPERVISORY BOARD FOR THE 2004 Mgmt Abstain Against
FINANCIAL YEAR.
05 CANCELLATION OF THE EXISTING AUTHORIZED CAPITALS Mgmt Abstain Against
AND CREATION OF A NEW AUTHORIZED CAPITAL AS
WELL AS A CORRESPONDING CHANGE OF THE ARTICLES
OF ASSOCIATION.
06 AUTHORIZATION TO ACQUIRE AND USE OWN SHARES. Mgmt Abstain Against
07 CONSENT TO THE AGREEMENT ON DOMINATION AND DISTRIBUTION Mgmt Abstain Against
OF PROFITS AND LOSSES BETWEEN THE COMPANY AND
E.ON FINANZANLAGEN GMBH.
08 CHANGE OF THE ARTICLES OF THE ASSOCIATION REGARDING Mgmt Abstain Against
THE REMUNERATION OF THE SUPERVISORY BOARD.
09 CHANGE OF THE ARTICLES OF ASSOCIATION REGARDING Mgmt Abstain Against
THE CONDITIONS FOR A PARTICIPATION IN THE SHAREHOLDERS
MEETING.
10 ELECTION OF THE AUDITORS FOR THE 2005 FINANCIAL Mgmt Abstain Against
YEAR.
- --------------------------------------------------------------------------------------------------------------------------
EISAI CO LTD Agenda Number: 700732907
- --------------------------------------------------------------------------------------------------------------------------
Security: J12852117
Meeting Type: AGM
Meeting Date: 24-Jun-2005
Ticker:
ISIN: JP3160400002
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Amend the Articles of Incorporation Mgmt For *
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 *
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 *
3. Approve the issuance of Reservation Rights for Mgmt For *
new shares as Stock Options on Favorable
Conditions
- --------------------------------------------------------------------------------------------------------------------------
ENCANA CORP Agenda Number: 700675513
- --------------------------------------------------------------------------------------------------------------------------
Security: 292505104
Meeting Type: MIX
Meeting Date: 27-Apr-2005
Ticker:
ISIN: CA2925051047
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Receive the consolidated financial statements Non-Voting No vote
and the Auditors report for the YE 31 DEC
2004
1.1 Elect Mr. Michael N. Chernoff as a Director Mgmt For *
1.2 Elect Mr. Ralph S. Cunningham as a Director Mgmt For *
1.3 Elect Mr. Patrick D. Daniel as a Director Mgmt For *
1.4 Elect Mr. Ian W. Delaney as a Director Mgmt For *
1.5 Elect Mr. William R. Fatt as a Director Mgmt For *
1.6 Elect Mr. Michael A. Grandin as a Director Mgmt For *
1.7 Elect Mr. Barry W. Harrison as a Director Mgmt For *
1.8 Elect Mr. Dale A. Lucas as a Director Mgmt For *
1.9 Elect Mr. Ken F. McCready as a Director Mgmt For *
1.10 Elect Mr. Gwyn Morgan as a Director Mgmt For *
1.11 Elect Mr. Valerie A.A. Nielsen as a Director Mgmt For *
1.12 Elect Mr. David P. O Brien as a Director Mgmt For *
1.13 Elect Mr. Jane L. Peverett as a Director Mgmt For *
1.14 Elect Mr. Dennis A. Sharp as a Director Mgmt For *
1.15 Elect Mr. James M. Stanford as a Director Mgmt For *
2. Appoint PricewaterhouseCoopers LLP, Chartered Mgmt For *
Accountants, Calgary, Alberta, as the Auditors
of the Corporation until the close of the next
annual meeting and authorize the Directors
of the Corporation to fix their remuneration
3. Approve and ratify the amendment of the Corporation Mgmt For *
s Key Employee Stock Option Plan to increase
the maximum fixed number of common shares issuable
pursuant to options granted there under by
10,000,000 common shares
S.4 Amend, pursuant to Section 173 of the Canada Mgmt For *
Business Corporations Act the Act , the Articles
of the Corporation to subdivide the issued
and outstanding common shares on a two-for-one
basis; and authorize any one of the Directors
or Officers of the Corporation hereby authorized
to sign all such documents, including, without
limitation, Articles of Amendment, and to do
all such acts and things, including, without
limitation, delivering such Articles of Amendment
to the Director under the Act, as such Director
or Officer determines, in his or her discretion,
to be necessary or advisable in order to properly
implement and give effect to the foregoing;
the Directors of the Corporation may, in their
discretion, without further approval of the
shareholders, revoke this special resolution
at any time before the issue of a Certificate
of Amendment in respect of the foregoing
Transact other business Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
ENDESA SA, MADRID Agenda Number: 700703552
- --------------------------------------------------------------------------------------------------------------------------
Security: E41222113
Meeting Type: OGM
Meeting Date: 26-May-2005
Ticker:
ISIN: ES0130670112
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No vote
REACH QUORUM, THERE WILL BE A SECOND CALL ON
27 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE
AGENDA IS AMENDED. THANK YOU.
1. Examination and approval, as the case may be, Mgmt For *
of the annual accounts (balance sheet, income
statement and annual report) and of the management
report of the Company and its consolidated
group, for the fiscal year ending December
31, 2004, as well as of the corporate management
during said fiscal year. To approve the annual
accounts (balance sheet, income statement and
annual report) of the Company and its consolidated
group for the fiscal year ending December 31,
2004, as well as the corporate management for
the said fiscal year.
2. Application of fiscal year earnings and dividend Mgmt For *
distribution. To approve the application of
the fiscal year earnings and dividend distribution
proposed by the Board of Directors, in such
a manner that the profit for fiscal year 2004,
amounting to 841,108,763.37 euros, together
with the retained earnings from fiscal year
2003, amounting to 153,426,415.62 euros, and
which add up to a total of 994,535,178.99 euros,
is distributed as follows: - To dividend (Maximum
amount to be distributed pertaining to 0.7382
euros/share for all 1,058,752,117 shares) 781,570,812.77
euros - To retained earnings 212,964,366.22
euros TOTAL 994,535,178.99 euros It is expressly
resolved to pay the shares entitled to dividends,
the gross sum of 0.738 euros per share. The
dividend payment shall be made as from July
1, 2005, through the banks and financial institutions
to be announced at the appropriate time, deducting
from the amount thereof the gross sum of 0.272
euros per share, paid as an interim dividend
on January 3, 2005 by virtue of a resolution
of the Board of Directors dated October 26,
2004.
3. Appointment of Auditors for the Company and Mgmt For *
its Consolidated Group. To appoint as auditors
for fiscal year 2005 the present external auditor
Deloitte S.L., for both ENDESA, S.A. as well
as for its Consolidated Group. To contract
with the said company the external audit of
the accounts of ENDESA, S.A. and of its Consolidated
Group, for fiscal year 2005, delegating to
the Board of Directors, in the broadest terms,
the determination of the further conditions
of this contracting.
4. Authorization for the Company and its subsidiaries Mgmt For *
to be able to acquire treasury stock in accordance
with the provisions of article 75 and additional
provision one of the Spanish Corporations Law
( Ley de Sociedades Anonimas ). To revoke and
make void, as to the unused portion, the authorization
for the derivative acquisition of treasury
stock, granted by the Annual General Shareholders
Meeting held on April 2, 2004. To once again
authorize the derivative acquisition of treasury
stock, as well as the pre-emptive rights of
first refusal in respect thereto, in accordance
with article 75 of the Spanish Corporations
Law ( Ley de Sociedades Anonimas ), under the
following conditions: a) Acquisitions may be
made through any means legally accepted, either
directly by ENDESA, S.A. itself, by the Companies
of its group, or by an intermediary person,
up to the maximum figure permitted by Law.
b) Acquisitions shall be made at a minimum
price per share of the par value and a maximum
equal to their trading value plus an additional
5%. c) The duration of this authorization shall
be 18 months.
5. Delegation to the Board of Directors of the Mgmt For *
authority to resolve a share capital increase,
up to the maximum provided by law, with the
possibility of excluding the pre-emptive right
of first refusal. To empower the Board of Directors,
as amply as is legally necessary in order that,
in accordance with the provisions of article
153.1.b) of the Spanish Corporations Law (
Ley de Sociedades Anonimas ), it may increase
the share capital, in one or more times, and
at any time prior to five years from the date
of this General Meeting lapsing, in the maximum
amount of 635,251,270.20 euros, equivalent
to 50% of the figure of share capital as at
the date hereof, through the issuance of new
shares - voting or non-voting, callable or
non-callable - the consideration for the new
shares to be issued consisting of monetary
contributions, with the power to set the terms
and conditions of the capital increase and
the characteristics of the shares - within
the limits applicable by law and by the bylaws
- as well as to freely offer the new unsubscribed
shares within a period or periods of preferred
subscription, and to establish that, in case
of incomplete subscription, the capital will
be increased only by the amount of subscriptions
made. Furthermore, the Board of Directors is
empowered to exclude the pre-emptive right
of first refusal in the terms of article 159
of the Spanish Corporations Law ( Ley de Sociedades
Anonimas ) and to apply for admission to trading
of the new shares to be issued on the Stock
Exchanges.
6. Delegation to the Board of Directors for a period Mgmt For *
of five years of the authority to issue simple,
non-convertible bonds, preference shares, promissory
notes and other fixed income securities of
an analogous nature and to guarantee those
issued by subsidiary companies, as well as
to resolve the application for admission to
trading of the securities issued on secondary
markets. To delegate to the Board of Directors,
in accordance with the provisions of article
319 of the Mercantile Registry Regulations
and the general scheme for bond issues, and
with express powers of substitution in the
Executive Committee, the authority to issue
securities in accordance with the following
conditions: 1. The securities issued may be
simple, non-convertible bonds, preference shares,
promissory notes and other fixed income securities.
2. The issuance thereof may be carried out
on one or more occasions within the maximum
period of five (5) years from the date of adoption
of this Resolution. 3. The delegation to issue
the aforementioned securities shall extend
to setting the various aspects and conditions
of each issue (face or par value, type of issue,
redemption price, interest rate, redemption,
issue guarantees, admission to trading, etc.).
The delegation to issue securities granted
by the Annual General Shareholders Meeting
of May 10, 2002 is heretofore made null and
void. To apply for admission to trading on
official or unofficial secondary markets, whether
or not organized, whether domestic or foreign,
of the bonds or other securities to be issued
by Endesa S.A. by virtue of this delegation,
empowering the Board, with express authorization
for substitution in favor of the Executive
Committee, to carry out the necessary formalities
and actions for the admission to trading before
the competent bodies of the various domestic
or foreign securities markets. To authorize
the Board of Directors, with express authorization
for substitution in favor of the Executive
Committee, to grant guarantees on the above
securities issues, carried out by companies
belonging to the Company s consolidation group.
For the purpose of the provisions of article
27 of the Securities Exchange Regulations,
it is hereby expressly stated for the record
that, in the event that the delisting of the
securities issued by virtue of this delegation
is subsequently applied for, the latter shall
be adopted with the same formalities as referred
to in the said article and, in such case, the
interest of the shareholders or bondholders
who object to or do not vote for the resolution
shall be guaranteed, complying with the requisites
established by the Spanish Corporations Law
( Ley de Sociedades Anonimas ) and ancillary
provisions, all of which in accordance with
the provisions of the said Securities Exchange
Regulations, the Securities Market Act and
provisions implementing same.
7. Re-election of Directors. NOTE: The proposal Mgmt For *
for re-election of Directors shall be adopted
by the Board of Directors, subject to a report
by the Appointments and Remuneration Committee,
prior to holding the General Meeting.
8. Appointment of Directors NOTE: The proposal Mgmt For *
for appointment of Directors shall be adopted
by the Board of Directors, subject to a report
by the Appointments and Remuneration Committee
prior to holding the General Meeting.
9. Authorization to the Board of Directors for Mgmt For *
the execution, implementation and correction,
as the case may be, of the resolutions adopted
by the General Meeting, as well as to substitute
the authorities it receives from the General
meeting, and granting of authorities for processing
the said resolutions as a public instrument.
1. To delegate to the Company s Board of Directors
the broadest authorities to adopt such resolutions
as may be necessary or appropriate for the
execution, implementation, effectiveness and
successful conclusion of the General Meeting
resolutions and, in particular, for the following
acts, without limitation: (i) clarify, specify
and complete the resolutions of this General
Meeting and resolve such doubts or aspects
as are presented, remedying and completing
such defects or omissions as may prevent or
impair the effectiveness or registration of
the pertinent resolutions; (ii) execute such
public and/or private documents and carry out
such acts, legal businesses, contracts, declarations
and transactions as may be necessary or appropriate
for the execution and implementation of the
resolutions adopted at this General Meeting;
and (iii) delegate, in turn, to the Executive
Committee or to one or more directors, who
may act severally and indistinctly, the powers
conferred in the preceding paragraphs. 2. To
empower the Chairman of the Board of Directors,
Mr. Manuel Pizarro Moreno, the Chief Executive
Officer (CEO) Mr. Rafael Miranda Robredo and
the Secretary of the Board of Directors and
Secretary General Mr. Salvador Montejo Velilla,
in order that, any of them, indistinctly, may:
(i) carry out such acts, legal businesses,
contracts and transactions as may be appropriate
in order to register the preceding resolutions
with the Mercantile Registry, including, in
particular, inter alia, the powers to appear
before a Notary Public in order to execute
the public deeds or notarial records which
are necessary or appropriate for such purpose,
to publish the pertinent legal notices and
formalize any other public or private documents
which may be necessary or appropriate for the
registration of such resolutions, with the
express power to remedy them, without altering
their nature, scope or meaning; and (ii) appear
before the competent administrative authorities,
in particular, the Ministries of Economy and
Finance and Industry, Tourism and Commerce,
as well as before other authorities, administrations
and institutions, especially the Spanish Securities
Market Commission ( Comision Nacional del Mercado
de Valores ), the Securities Exchange Governing
Companies and any other which may be competent
in relation to any of the resolutions adopted,
in order to carry out the necessary formalities
and actions for the most complete implementation
and effectiveness thereof.
PLEASE BE ADVISED THAT ADDITIONAL INFORMATION Non-Voting No vote
CONCERNING UNION FENOS, S.A. CAN ALSO BE VIEWED
ON THE COMPANY S WEBSITE: http://www.endesa.es.
PLEASE ALSO NOTE THAT THE VOTING PREMIUM IS
0,02 CENTS OF A EURO PER SHARE. THANK YOU
- --------------------------------------------------------------------------------------------------------------------------
ENEL S.P.A. Agenda Number: 932335359
- --------------------------------------------------------------------------------------------------------------------------
Security: 29265W108
Meeting Type: Annual
Meeting Date: 26-May-2005
Ticker: EN
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
O1 APPROVAL OF THE FINANCIAL STATEMENTS OF ENEL Mgmt Abstain Against
S.P.A. FOR THE YEAR ENDED DECEMBER 31, 2004.
REPORTS OF THE BOARD OF DIRECTORS, THE BOARD
OF STATUTORY AUDITORS AND THE EXTERNAL AUDITORS.
RELATED RESOLUTIONS. PRESENTATION OF THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER
31, 2004, AS SET FORTH IN THE COMPANY S NOTICE
OF MEETING ENCLOSED HEREWITH.
O2 APPROVAL OF THE ALLOCATION OF THE NET INCOME Mgmt Abstain Against
FOR THE YEAR, AS SET FORTH IN THE COMPANY S
NOTICE OF MEETING ENCLOSED HEREWITH.
O9 APPOINTMENT OF THE EXTERNAL AUDITORS FOR THE Mgmt Abstain Against
YEARS 2005, 2006 AND 2007.
E1 PROCEDURE FOR ELECTING THE BOARD OF DIRECTORS Mgmt Abstain Against
BY SLATE VOTE, AS SET FORTH IN THE COMPANY
S NOTICE OF MEETING ENCLOSED HEREWITH.
E2 DELEGATION TO THE BOARD OF DIRECTORS OF THE Mgmt Abstain Against
POWER TO INCREASE THE SHARE CAPITAL IN CONNECTION
WITH THE 2005 STOCK-OPTION PLAN BY A MAXIMUM
AMOUNT OF 28,757,000 EURO THROUGH THE ISSUE
OF ORDINARY SHARES RESERVED FOR EXECUTIVES
OF ENEL S.P.A. AND/OR SUBSIDIARIES THEREOF,
AS SET FORTH IN THE COMPANY S NOTICE OF MEETING
ENCLOSED HEREWITH.
- --------------------------------------------------------------------------------------------------------------------------
ENI SPA, ROMA Agenda Number: 700699640
- --------------------------------------------------------------------------------------------------------------------------
Security: T3643A145
Meeting Type: OGM
Meeting Date: 26-May-2005
Ticker:
ISIN: IT0003132476
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Split 0% Meeting Attendance *
REACH QUORUM THERE WILL BE A SECOND CALL ON
27 MAY 2005. YOUR VOTING INSTRUCTIONS WILL
REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS
MET OR THE MEETING IS CANCELLED. THANK YOU
1. Approve the financial statement at 31 DEC 2004; Mgmt Split 14% For 14% Meeting Attendance*
the report of the Directors, Auditors and the
Independent Auditors
2. Approve the allocation of profits Mgmt Split 14% For 14% Meeting Attendance*
3. Grant authority to buy back own shares Mgmt Split 14% For 14% Meeting Attendance*
4. Approve the assignment of own shares to Stock Mgmt Split 14% For 14% Meeting Attendance*
Option Plan
5. Appoint the number of Members of the Board of Mgmt Split 14% For 14% Meeting Attendance*
Auditors
6. Appoint the Directors and approve to establish Mgmt Split 14% For 14% Meeting Attendance*
the duration of their assignment
7. Appoint the Board of Directors and the Chairman Mgmt Split 14% Against 0% Meeting Attendance*
and approve their emoluments
8. Appoint the Board of Auditors and the Chairman Mgmt Split 14% For 14% Meeting Attendance*
and approve their emoluments
- --------------------------------------------------------------------------------------------------------------------------
ENI SPA, ROMA Agenda Number: 700704186
- --------------------------------------------------------------------------------------------------------------------------
Security: T3643A145
Meeting Type: AGM
Meeting Date: 26-May-2005
Ticker:
ISIN: IT0003132476
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No Action *
ID: 213014 DUE TO ADDITION OF RESOLUTIONS.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING
WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No Action *
REACH QUORUM THERE WILL BE A SECOND CALL ON
27 MAY 2005. YOUR VOTING INSTRUCTIONS WILL
REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. PLEASE BE ALSO ADVISED THAT YOUR
SHARES WILL BE BLOCKED UNTIL THE QUORUM IS
MET OR THE MEETING IS CANCELLED. THANK YOU
1. Approve the financial statement as of 31 DEC Mgmt No Action *
2004 of Eni Spa, the consolidated financial
statement as of 31 DEC 2004, the reports of
the Board of Directors, of the Board of Auditors
and of the External Auditors
2. Approve the allocation of earnings Mgmt No Action *
3. Grant authority to buy back own shares Mgmt No Action *
4. Approve the disposal of own shares in service Mgmt No Action *
of a Stock Option Plan to the Managers of the
Group
5. Approve the number of the Members of the Board Mgmt No Action *
of Directors
6. Approve to establish the duration of the Board Mgmt No Action *
of Directors
7. Appoint Mr. Alberto Clo, Mr. Renzo Costi and Mgmt No Action *
Mr. Marco Reboa presented by Fineco Asset Management
Spa Sgr, Arca Sgr Spa, Aureo Gestioni Sgr Spa,
BNL Gestioni Sgr Spa, DWS Investments Italy
Sgr Spa, Ersel Asset Management Sgr Spa, RAS
Asset Management Sgr Spa, Hermes Administration
Services Limited, Mediolanum International
Funds Limited, Mediolanum Gestione Fondi Sgr
Spa, Monte Paschi Asset Management Sgr Spa,
Nextra Investment Management Sgr Spa, Pioneer
Asset Management SA, Pioneer Investment Management
Sgr Spa, Aletti Gestielle Sgr Spa, San Paolo
Imi Asset Management Sgr Spa, holding more
than 1% of stock capital and appoint Mr.Roberto
Poli Chairman , Mr. Dario Fruscio, Mr. Marco
Pinto, Mario Resca, Mr. Paolo Scaroni, Mr.
Pierluigi Scibetta presented by Ministry of
Finance, holding 20,31% of stock capital as
a Directors
8. Appoint the Chairman of the Board of Directors Mgmt No Action *
9. Approve the rewards for the Chairman of Board Mgmt No Action *
of Directors
10. Appoint Mr. Giorgio Silva, Mr. Riccardo Perotta Mgmt No Action *
and Mr. Massimo Gentile Alternative Auditor
presented by Candidates presented by Fineco
Asset Management Spa Sgr, Arca Sgr Spa, Aureo
Gestioni Sgr Spa, BNL Gestioni Sgr Spa, DWS
Investments Italy Sgr Spa, Ersel Asset Management
Sgr Spa, RAS Asset Management Sgr Spa, Hermes
Administration Services Limited, Mediolanum
International Funds Limited, Mediolanum Gestione
Fondi Sgr Spa, Monte Paschi Asset Management
Sgr Spa, Nextra Investment Management Sgr Spa,
Pioneer Asset Management SA, Pioneer Investment
Management Sgr Spa, Aletti Gestielle Sgr Spa,
San Paolo Imi Asset Management Sgr Spa, holding
more than 1% of stock capital and appoint Mr.
Paolo Colombo Chairman , Mr. Filippo Duodo,
Mr. Edoardo Grisolia and Mr. Francesco Bilotti
Alternative Auditor presented by the Ministry
of Finance, holding 20,31% of stock capital
as the Internal Auditors
11. Appoint the Chairman of Board of Auditors Mgmt No Action *
12. Approve the rewards for the Chairman of Board Mgmt No Action *
of Auditors and the Statutory Auditors
- --------------------------------------------------------------------------------------------------------------------------
ERICSSON L M TEL CO Agenda Number: 700653795
- --------------------------------------------------------------------------------------------------------------------------
Security: W26049101
Meeting Type: AGM
Meeting Date: 06-Apr-2005
Ticker:
ISIN: SE0000108649
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
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
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
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
PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE Non-Voting No vote
OPTION IN SWEDEN. THANK YOU
1. Elect the Chairman of the meeting Non-Voting No vote
2. Approve to prepare the voting list Non-Voting No vote
3. Approve the agenda of the meeting Non-Voting No vote
4. Approve the determine whether the meeting has Non-Voting No vote
been properly announced
5. Elect the 2 persons approving the minutes Non-Voting No vote
6.a Receive the annual report, the Auditors report, Non-Voting No vote
the consolidated accounts and the Auditors
report on the consolidated accounts
6.b Receive the work of the Board of Directors and Non-Voting No vote
its Committees for the past year
6.c Approve the President s speech and the shareholders Non-Voting No vote
possible questions to the Board of Directors
and the Management
6.d Receive the audit work during 2004 Non-Voting No vote
7.a Approve the profit and loss statement and the Mgmt For *
balance sheet, the consolidated profit and
loss statement and the consolidated balance
sheet for the Group
7.b Grant discharge the liability for the Members Mgmt For *
of the Board of Directors and the President
7.c Approve the Board of Directors to pay dividend Mgmt For *
of SEK 0.25 be paid for year 2004 and record
date as 11 APR 2005 for dividend; VPC AB is
expected to disburse dividends on 14 APR 2005
8. Approve the number of Board Members be 9 without Mgmt For *
any Deputy Board Members
9. Approve to determine the fee payable to the Mgmt For *
Board of Directors be SEK 8,800,000 to de distrusted
among the Members not Employed by the Company:
the Chairman SEK 3,000,000, the Deputy Chairman
and the other Board Members SEK 600,000 each;
the Committee Members receive SEK 125,000 for
each Committee assignment, but the Chairman
of the Audit Committee SEK 350,000 and the
other 2 Members of the Audit Committee receive
SEK 250,000 each
10. Elect Mr. Michael Treschow and Mr. Ulf J. Johansson Mgmt For *
as the Chairman of the Board, Mr. Arne Martensson
and MR. Marcus Wallenberg as a Deputy Chairman
and re-elect Sir. Peter L. Bonfield, Mr. Sverkar
Martin-Lof, Ms. Nancy McKinstry Eckhard Pfeiffer,
Mr. Carl-Henric Svanberg and Ms. Lena Torell
as the Board Members
11. Approve the fee to the Auditors be paid on approved Mgmt For *
account
12. Re-elect Messers. Bjorn Svedberg, Bengt Belfrage, Mgmt For *
Nordea Fonder, Christer Elmehagen, AMF Pension
and Michael Treschow as the Chairman of the
Committee and elect Messers. Curt Kallstromer,
Handelsbankens Pensionsstiftelse, Pensionskassa
and Personalstiftelse as the Members of the
Nomination Committee until the end of the AGM
in 2006; the Nomination Committee proposes
no fee be paid to the Committee Members and
the assignment of the Committee shall cover
the specified proposals
13.a Approve the Board of Directors, to implement Mgmt For *
the Long Term Incentive Plan 2005 LTI 2005
, up to 39,300,000 shares of Series B and comprising
3 parts: i) the Stock Purchase Plan, ii) the
Key Contributor Program and iii) the Performance
Matching Program, according to the principle
guidelines as specified
13.b Approve to transfer, prior to the AGM of shareholders Mgmt For *
2006, up to 7,800,000 shares of series B, out
of the holding of 39,300,000 shares of series
B, to cover certain payments, mainly social
payments
14. Approve to resolve that Ericsson shall have Mgmt For *
the right to transfer, prior to the AGM of
2006, a maximum of 60,045,665 shares of Series
B, or the lower number of shares of Series
B, which as per 06 APR 2005, remain of the
original 61,900,000 for the purpose of covering
certain payments, primarily social security
charges that may occur in relation to the Company
s Global Stock Incentive Program 2001, the
Stock Purchase Plan 2003 and the Long term
Incentive Plan 2004
15. Closing Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
ESPRIT HOLDINGS LTD Agenda Number: 700603841
- --------------------------------------------------------------------------------------------------------------------------
Security: G3122U129
Meeting Type: AGM
Meeting Date: 03-Dec-2004
Ticker:
ISIN: BMG3122U1291
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and approve the audited consolidated Mgmt For *
financial statements and the reports of the
Directors and the Auditors of the Group for
the YE 30 JUN 2004
2. Approve a final dividend for the YE 30 JUN 2004 Mgmt For *
3. Approve a special dividend for the YE 30 JUN Mgmt For *
2004
4. Re-elect the retiring Directors of the Company Mgmt For *
5. Re-appoint the Auditors and authorize the Directors Mgmt For *
of the Company to fix their remuneration
6. Approve to grant general mandate to the Directors Mgmt For *
of the Company to purchase shares of the Company
7. Approve to grant a general mandate to the Directors Mgmt Against *
of the Company to issue and allot shares of
the Company
8. Approve to extend the general mandate to the Mgmt For *
Directors of the Company to issue shares of
the company by the number of shares repurchased
under the general mandate granted pursuant
to resolution no.6
S.9 Amend the Bye-Laws of the Company to bring them Mgmt For *
in line with certain recent changes to the
rules governing the Listing of Securities on
The Stock Exchange of Hong Kong Limited and
to make certain other changes
- --------------------------------------------------------------------------------------------------------------------------
EUROPEAN AERONAUTIC DEFENCE AND SPACE NV Agenda Number: 700688320
- --------------------------------------------------------------------------------------------------------------------------
Security: F17114103
Meeting Type: AGM
Meeting Date: 11-May-2005
Ticker:
ISIN: NL0000235190
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Approve the expiration of mandates and appoint Mgmt No Action *
Mr. Manfred Bischoff as a Member of the Board
of Directors
1.2 Approve the expiration of mandates and appoint Mgmt No Action *
Mr. Arnaud Lagardere as a Member of the Board
of Directors
1.3 Approve the expiration of mandates and appoint Mgmt No Action *
Mr.Thomas Enders as a Member of the Board of
Directors
1.4 Approve the expiration of mandates and appoint Mgmt No Action *
Mr. Noel Forgeard as a Member of the Board
of Directors
1.5 Approve the expiration of mandates and appoint Mgmt No Action *
Mr. Jean-Paul Gut as a Member of the Board
of Directors
1.6 Approve the expiration of mandates and appoint Mgmt No Action *
Mr. Hans Peter Ring as a Member of the Board
of Directors
1.7 Approve the expiration of mandates and appoint Mgmt No Action *
Mr. Juan Manuel Eguiagaray Ucelay as a Member
of the Board of Directors
1.8 Approve the expiration of mandates and appoint Mgmt No Action *
Mr. Louis Gallios as a Member of the Board
of Directors
1.9 Approve the expiration of mandates and appoint Mgmt No Action *
Mr. Rudiger Grube as a Member of the Board
of Directors
1.10 Approve the expiration of mandates and appoint Mgmt No Action *
Mr. Francois David as a Member of the Board
of Directors
1.11 Approve the expiration of mandates and appoint Mgmt No Action *
Mr. Michael Rogowski as a Member of the Board
of Directors
2. Approve the report of the Board of Directors, Mgmt No Action *
as submitted to the AGM, including the chapter
on Corporate Governance, the policy on dividends
and proposed remuneration policy including
arrangements for the grant of stock options
and rights to subscribe for shares for the
Board of Directors
3. Adopt the audited Dutch statutory accounts for Mgmt No Action *
the accounting period from 01 JAN 2004 to 31
DEC 2004, as submitted to the AGM by the Board
of Directors
4. Approve the net profit of EUR 487 million, as Mgmt No Action *
shown in the audited Dutch statutory profit
and loss statement for the FY 2004, shall be
added to retained earnings and that a payment
of a gross amount of EUR 0.50 per share shall
be made to the shareholders from distributable
reserves on 08 JUN 2005
5. Grant release to the Board of Directors from Mgmt No Action *
liability for the performance of their duties
during and with respect to the FY 2004, to
the extent that their activity has been reflected
in the audited annual accounts for the FY 2004
or in the report of the Board of Directors
6. Appoint Ernst & Young Accountants as the Company Mgmt No Action *
s Auditors for the accounting period being
the FY 2005
7. Amend Article 23, Paragraph 3 of the Company Mgmt No Action *
s Articles of Association to reflect changes
of Dutch Law
8. Authorize the Board of Directors, in accordance Mgmt No Action *
with the Articles of Association and subject
to invocation by the general meeting. to issue
shares of the Company which are part of the
Company s authorized share capital provided
that such powers shall be limited to 1% of
the Company s authorized capital from time
to time and to have powers to limit or to exclude
preferential subscription tights, in both cases
for a period expiring at the AGM to be held
in 2006; such powers include the approval of
stock option plans and employee share ownership
plans which may include the granting of tights
to subscribe for shares which can be exercised
at such time as may be specified in or pursuant
to such plans
9. Approve that the number of shares in the Company Mgmt No Action *
held by the Company, up to a maximum of 1,336,358
shares, be cancelled and authorize both the
Board of Directors and the Chief Executive
Officers, with powers of substitution, to implement
this resolution in accordance with Dutch Law
10. Authorize the Board of Directors to repurchase Mgmt No Action *
shares of the Company, by any means, including
derivative products, on any stock exchange
or otherwise, as long as, upon such repurchase,
the Company will not hold more than 5% of the
Company s issued share capital and at a price
not less than the nominal value and not more
than the higher of the price of the last independent
trade and the highest current independent bid
on the trading venues of the regulated market
of the country in which the purchase is carried
out; this authorization supersedes and replaces
the authorization given by the AGM of 06 MAY
2004 in Resolution 9; Authority expires at
the end of 18 months
- --------------------------------------------------------------------------------------------------------------------------
FANUC LTD Agenda Number: 700738668
- --------------------------------------------------------------------------------------------------------------------------
Security: J13440102
Meeting Type: AGM
Meeting Date: 29-Jun-2005
Ticker:
ISIN: JP3802400006
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve Appropriation of Profits: Term-End Dividend Mgmt For *
- Ordinary Dividend 31 yen
2. Amend the Articles of Incorporation Mgmt Against *
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 *
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 *
3.12 Elect a Director Mgmt For *
3.13 Elect a Director Mgmt For *
3.14 Elect a Director Mgmt For *
3.15 Elect a Director Mgmt For *
3.16 Elect a Director Mgmt For *
3.17 Elect a Director Mgmt For *
3.18 Elect a Director Mgmt For *
3.19 Elect a Director Mgmt For *
3.20 Elect a Director Mgmt For *
3.21 Elect a Director Mgmt For *
3.22 Elect a Director Mgmt For *
3.23 Elect a Director Mgmt For *
3.24 Elect a Director Mgmt For *
3.25 Elect a Director Mgmt For *
3.26 Elect a Director Mgmt For *
3.27 Elect a Director Mgmt For *
4. Amend the Compensation to be received by Directors Mgmt For *
5. Approve Provision of Retirement Allowance for Mgmt For *
Directors
- --------------------------------------------------------------------------------------------------------------------------
FAST RETAILING CO LTD Agenda Number: 700612876
- --------------------------------------------------------------------------------------------------------------------------
Security: J1346E100
Meeting Type: AGM
Meeting Date: 25-Nov-2004
Ticker:
ISIN: JP3802300008
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve Allocation of Income, Including the Mgmt For *
Following Dividends: Interim JY 50, Final
JY 65, 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 *
2.8 Elect Director Mgmt For *
3.1 Appoint Internal Statutory Auditor Mgmt For *
3.2 Appoint Internal Statutory Auditor Mgmt For *
3.3 Appoint Internal Statutory Auditor Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
FOMENTO ECONOMICO MEXICANO SA DE CV FEMSA, MEXICO Agenda Number: 700652628
- --------------------------------------------------------------------------------------------------------------------------
Security: 344419106
Meeting Type: OGM
Meeting Date: 10-Mar-2005
Ticker:
ISIN: US3444191064
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
I. Receive the report of the Board of Directors Mgmt For *
and the financial statement of FOMENTO ECONOMICO
MEXICANO SA DE C.V. for the FY and the report
of the Examiner pursuant to the Article 172
of the General Law of Commercial Companies
Ley General De Sociedades Mercantiles and
the applicable provisions of the Securities
Market Law
II. Approve the application of the results for the Mgmt For *
FY 2004, including the payment of cash dividend
III. Approve to determine the maximum amount to be Mgmt For *
used in the share repurchase program
IV. Elect the Members of the Board of Directors Mgmt For *
and Examiners and determine their remuneration
V. Appoint the Committees Mgmt For *
VI. Appoint the Delegates for the shareholders Mgmt For *
meeting
VII. Approve the minutes of the shareholders meeting Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
FOMENTO ECONOMICO MEXICANO, S.A. DE Agenda Number: 932268635
- --------------------------------------------------------------------------------------------------------------------------
Security: 344419106
Meeting Type: Annual
Meeting Date: 10-Mar-2005
Ticker: FMX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
I REPORT OF THE BOARD OF DIRECTORS; PRESENTATION Mgmt For
OF THE FINANCIAL STATEMENTS OF FOMENTO ECONOMICO
MEXICANO, S.A. DE C.V., FOR THE 2004 FISCAL
YEAR, AND THE REPORT OF THE EXAMINER PURSUANT
TO ARTICLE 172 OF THE GENERAL LAW OF COMMERCIAL
COMPANIES AND THE APPLICABLE PROVISIONS OF
THE SECURITIES MARKET LAW.
II APPLICATION OF THE RESULTS FOR THE 2004 FISCAL Mgmt For
YEAR, INCLUDING THE PAYMENT OF A CASH DIVIDEND,
IN MEXICAN PESOS.
III PROPOSAL TO DETERMINE THE MAXIMUM AMOUNT TO Mgmt For
BE USED IN THE SHARE REPURCHASE PROGRAM.
IV ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS Mgmt For
AND EXAMINERS, AND RESOLUTION WITH RESPECT
TO THEIR REMUNERATION.
V APPOINTMENT OF COMMITTEES. Mgmt For
VI APPOINTMENT OF DELEGATES FOR THE SHAREHOLDERS Mgmt For
MEETING.
VII MINUTES OF THE SHAREHOLDERS MEETING. Mgmt For
- --------------------------------------------------------------------------------------------------------------------------
FOSTER'S GROUP LIMITED Agenda Number: 932227867
- --------------------------------------------------------------------------------------------------------------------------
Security: 350258307
Meeting Type: Annual
Meeting Date: 25-Oct-2004
Ticker: FBRWY
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 RE-ELECTION OF MR DA CRAWFORD AS A DIRECTOR Mgmt For For
02 RE-ELECTION OF MR B HEALEY AS A DIRECTOR Mgmt For For
03 APPROVAL OF INCREASE IN TOTAL AMOUNT OF NON-EXECUTIVE Mgmt For For
DIRECTORS FEES
04 APPROVAL OF FOSTER S EMPLOYEE SHARE GRANT PLAN, Mgmt For For
FOSTER S EMPLOYEE SHARE GRANT REPLICA PLAN
AND ISSUES OF SHARES UNDER THE SHARE GRANT
PLAN AS AN EXCEPTION TO ASX LISTING RULE 7.1
05 APPROVAL OF THE PARTICIPATION OF MR TREVOR L Mgmt For For
O HOY, PRESIDENT AND CEO OF THE COMPANY, IN
THE FOSTER S LONG TERM INCENTIVE PLAN.
- --------------------------------------------------------------------------------------------------------------------------
FRANCE TELECOM SA Agenda Number: 700669609
- --------------------------------------------------------------------------------------------------------------------------
Security: F4113C103
Meeting Type: MIX
Meeting Date: 22-Apr-2005
Ticker:
ISIN: FR0000133308
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
O.1 Receive the report of the Board of Directors Mgmt No Action *
and the general report of the Statutory Auditors;
approve the financial statements and the balance
sheet for the YE 31 DEC 2004 and the earnings
for this FY EUR 6,619,330,115.41; and grant
discharge to the Members of the Board of Directors
for the performance of their duties during
the said FY
O.2 Receive the Management report of the Board of Mgmt No Action *
Directors and the report of the Statutory Auditors
and approve the consolidated financial statements
for the FY 2004
O.3 Approve to appropriate the profits as follows: Mgmt No Action *
profits for the FY: EUR 6,619,330,115.41; appropriation
of EUR 305,731,528.78 to the legal reserve,
thus amounting to EUR 767,264,305.98; distributable
profits: EUR 5,808,899,046.88; balance of the
distributable profits to the carry forward
account; the shareholders will receive a net
dividend of EUR 0.48 per share, eligible for
the 50% allowance and without tax credit as
this one has been cancelled since 01 JAN 2005
this dividend will be paid on 03 JUN 2005;
and authorize the Board of Directors to take
all necessary measures and accomplish all necessary
formalities as required by law
O.4 Receive the report of the Board of Directors Mgmt No Action *
and approve, as required by Article 39 IV of
Financial Law Number 2004-1485 of 30 DEC 2004,
for 2004: to cancel the appropriation to a
secondary account of the legal reserve, specific
to the special reserve of long-term capital
gains account, of the amount of 31 DEC 2004
which was of EUR 1,511,605.26 to charge, in
priority, to the special reserve of long-term
capital gains account or secondarily the carry
forward account, the taxes amount due to this
operation
O.5 Receive the special report of the Auditors on Mgmt No Action *
agreements governed by Article L.225-38 of
the French Commercial Code and approve the
said report and the agreements referred to
therein
O.6 Ratify the co-optation of Mr. Didier Lombard Mgmt No Action *
as Director for the remaining period of his
predecessor s term of office, Mr. Thierry Breton
O.7 Approve to renew the term of office of Mr. Didier Mgmt No Action *
Lombard as a Director for a period of 5 years
O.8 Approve to renew the term of office of Mr. Marcel Mgmt No Action *
Roulette as a Director for a period of 5 years
O.9 Approve to renew the term of office of Mr. Stephane Mgmt No Action *
Richard as a Director for a period of 5 years
O.10 Approve to renew the term of office of Mr. Arnaud Mgmt No Action *
Lagardere as a Director for a period of 5 years
O.11 Approve to renew the term of office of Mr. Henri Mgmt No Action *
Martre as a Director for a period of 5 years
O.12 Approve to renew the term of office of Mr. Bernard Mgmt No Action *
Dufau as a Director for a period of 5 years
O.13 Approve to renew the term of office of Mr. Jean Mgmt No Action *
Simonin as a Director for a period of 5 years
O.14 Appoint Mr. Jean-Yves Bassuel as a Director Mgmt No Action *
representing shareholders staff members, for
a period of 5 years
O.15 Appoint Mr. Bernard Gingreau as a Director representing Mgmt No Action *
shareholders staff members, for a period of
5 years
O.16 Appoint Mr. Stephane Tierce as a Director representing Mgmt No Action *
shareholders staff members, for a period of
5 years
O.17 Approve to award total annual fees of EUR 500,000.00 Mgmt No Action *
to the Board of Directors
O.18 Receive the report of the Board of Directors Mgmt No Action *
relating to the change of Deloitte Et Associes
Corporate name, previously called Deloitte
Touche Tohmatsu-Audit, as a consequence of
the amalgamation-merger of Deloitte Touche
Tohmatsu by the Deloitte Touche Tohmatsu-Audit
firm, notes that said amalgamation-merger as
well as Corporate s name change mentioned will
have not have any effect on Deloitte Et Associes
term of office
O.19 Authorize the Board of Directors, in substitution Mgmt No Action *
for the authority of the CGM on 01 SEP 2004,
to trade in the Company s shares on the stock
market, provided that it shall not exceed 10%
of the capital and as per the following conditions:
maximum purchase price: EUR 40.00, minimum
sale price: set up in accordance with legal
provisions in force; Authority expires at
the end of 18 months ; and to take all necessary
measures and accomplish all necessary formalities
O.20 Approve, in accordance with Article L.228-40 Mgmt No Action *
of the French Commercial Code, to cancel the
authorization given to the Board of Directors
by the Resolution 6 of the combined general
meeting of May 2002, to issue bonds, similar
securities or other debt securities
O.21 Amend the Article of Association number 9: form Mgmt No Action *
of shares, in order to adapt it to the new
provisions of Article L.228-2 of the French
commercial code
O.22 Approve the transfer of the Company to the private Mgmt No Action *
sector, and amend the following Articles of
Association: Article number 13 entitled Board
of Directors; Article number 14 entitled Chairman
of the Board of Directors appointment; Article
number 15 entitled deliberations of the Board;
Article number 17 entitled powers of the Board
of Directors Chairman; Article number 18 entitled
general Management; and Article number 19 entitled
Deputy General Management
O.23 Amend the following Articles of Association Mgmt No Action *
referring to the age limit: Article number
14 - Chairman of the Board of Directors 70
years ; Article number 16 General Management
70 years ; and Article number 19- Deputy General
70 years
O.24 Authorize the Board of Directors to increase Mgmt No Action *
the capital by a maximum nominal amount of
EUR 4,000,000,000.00 by way of issuing, with
preferential subscription right of shareholders
maintained, Company s existing ordinary shares
or to be issued securities giving access to
a Company s existing ordinary shares or to
be issued, of which half of the capital is
owned by the Company; the maximum nominal amount
of debt securities shall not exceed EUR 10,000,000,000.00;
Authority expires at the end of 26 months
; and to take all necessary measures and accomplish
all necessary formalities; it cancels, for
the fraction unused, the one given by Resolution
9 of the CGM of 25 FEB 2003
O.25 Authorize the Board of Directors to increase Mgmt No Action *
the capital by EUR 4,000,000,000.00 by way
of issuing the preferential subscription right
of shareholders, Company s existing ordinary
shares or to be issued securities giving access
to a Company s existing ordinary shares or
to be issued, of which half of the capital
is owned by the Company; the maximum nominal
amount of debt securities shall not exceed
EUR 10,000,000,000.00; Authority expires at
the end of 26 months ; and to take all necessary
measures and accomplish all necessary formalities;
it cancels, for the fraction unused, the one
given by the Resolution 10 of the CGM of 25
FEB 2003
O.26 Receive the general report of the Board of Directors Mgmt No Action *
and the special report of the Auditors; authorize
the Board of Directors, in the event of issues
of ordinary shares or securities giving access
to ordinary shares, without the shareholders
preferential subscription right, to fix the
issuing price, within the limit of 10 % of
the Company capital in 12 months; Authority
expires at the end of 26 months
O.27 Authorize the Board of Directors to increase Mgmt No Action *
the number of securities to be issued in the
event of a capital increase, with or without
preferential subscription right of shareholders,
within the limit of 15% of the initial issue;
Authority expires at the end of 26 months
O.28 Authorize the Board of Directors to issue the Mgmt No Action *
Company s ordinary shares or securities giving
access to ordinary shares, in consideration
for securities tendered in a public exchange
offer initiated by the Company, provided that
the total increase of the nominal amount of
the share capital does not exceed EUR 4,000,000,000.00;
Authority expires at the end of 26 months
; it cancels for the fraction unused, the one
given by the Resolution 11 of the CGM of 25
FEB 2003
O.29 Authorize the Board of Directors to increase Mgmt No Action *
the share capital by 10% of the share capital,
by way of issuing the Company s ordinary shares
and securities giving access to the Company
s existing ordinary shares or to be issued,
in consideration for the contributions in kind
granted to the Company and comprised of equity
securities or securities giving access to the
share capital; Authority expires at the end
of 26 months ; and to take all necessary measures
and accomplish all necessary formalities
O.30 Authorize the Board of Directors to issue the Mgmt No Action *
Company s ordinary shares consequently to securities
issued to one of the Company s subsidiaries;
the said securities giving access to ordinary
shares of the Company; the ceiling of the nominal
amount is of EUR 4,000,000,000.00 and shall
count against the overall value set forth in
the Resolution O.10; Authority expires at
the end of 26 months ; and to take all necessary
measures and accomplish all necessary formalities;
it cancels, for the fraction unused, the one
given by the Resolution 12 of the CGM of 25
FEB 2003
O.31 Authorize the Board of Directors to issue the Mgmt No Action *
Company s ordinary shares reserved to the people
having signed a liquidity agreement with the
Company as shareholders or holders of options
granting the right to subscribe for shares
of the Orange S.A. Company; the maximum nominal
amount of the share increase shall not exceed
EUR 400,000,000.00; Authority expires at the
end of 18 months ; and to take all necessary
measures and accomplish all necessary formalities;
it cancels for the fraction unused, granted
by the CGM of 01 SEP 2004 in the Resolution
4
O.32 Authorize the Board of Directors to issue the Mgmt No Action *
liquidity securities on options ILO free
of charge, reserved to the holders of the options
granting the right to subscribe for shares
of Orange S.A having signed a liquidity agreement;
the maximum nominal amount of the share increase
shall not exceed EUR 400,000,000.00; Authority
expires at the end of 18 months ; and to take
all necessary measures and accomplish all necessary
formalities
O.33 Approve that, as a consequence of adoption of Mgmt No Action *
previous 9 resolutions, the maximum nominal
value of the capital increases to be carried
out under these delegations of authority shall
not exceed EUR 8,000,000,000.00
O.34 Authorize the Board of Directors to issue, in Mgmt No Action *
France or abroad, in one or more transactions,
securities giving rights to the allocation
of debt securities; the nominal value of debt
securities issued shall not exceed EUR 10,000,000,000.00;
Authority expires at the end of 26 months
; to take all necessary measures and accomplish
all necessary formalities
E.35 Authorize the Board of Directors to increase Mgmt No Action *
the share capital, in one or more transactions,
and its sole discretion, by a maximum nominal
amount of EUR 2,000,000,000.00 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, or by utilizing both methods; Authority
expires at the end of 26 months ; and to take
all necessary measures and accomplish all necessary
formalities; the present delegation cancels
for the fraction unused, the delegation set
forth in the Resolution 14 and given by the
general meeting of 25 FEB 2003
O.36 Authorize the Board of Directors to increase Mgmt No Action *
the share capital, in one or more transactions,
in favor of the Company s employees who are
Members of a Company savings plan; for a maximum
nominal amount of the share increase of EUR
1,000,000,000.00; and to take all necessary
measures and accomplish all necessary formalities;
Authority expires at the end of 26 months
; the present delegation cancels for the fraction
unused, the delegation set forth in the Resolution
4 and given by the general meeting of 01 SEP
2004
O.37 Authorize the Board of Directors to reduce the Mgmt No Action *
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 ; and to take all necessary
measures and accomplish all necessary formalities;
the present delegation cancels for the fraction
unused, the delegation set forth in the Resolution
16 and given by the general meeting of 25 FEB
2003
O.38 Grant all powers to the bearer of a copy or Mgmt No Action *
an extract of the minutes of this meeting in
order to accomplish all formalities, filings
and registrations prescribes by Law
A Verification Period exists in France. Please Non-Voting No Action *
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
- --------------------------------------------------------------------------------------------------------------------------
FUJI PHOTO FILM CO LTD Agenda Number: 700736311
- --------------------------------------------------------------------------------------------------------------------------
Security: J15036122
Meeting Type: AGM
Meeting Date: 29-Jun-2005
Ticker:
ISIN: JP3814000000
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve Appropriation of Profits: Term-End Dividend Mgmt Against *
- Ordinary Dividend 12.5 yen
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 *
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 *
3. Approve Provision of Retirement Allowance for Mgmt Against *
Directors
4. Approve Provision of Retirement Allowance for Mgmt Against *
Corporate Auditors
- --------------------------------------------------------------------------------------------------------------------------
FUJITSU LTD Agenda Number: 700736222
- --------------------------------------------------------------------------------------------------------------------------
Security: J15708159
Meeting Type: AGM
Meeting Date: 23-Jun-2005
Ticker:
ISIN: JP3818000006
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve Appropriation of Profits: Term-End Dividend Mgmt For *
- Ordinary Dividend 3 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 *
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 *
4.1 Appoint a Corporate Auditor Mgmt For *
4.2 Appoint a Corporate Auditor Mgmt For *
5. Approve Provision of Retirement Allowance for Mgmt Against *
Directors and Corporate Auditors
- --------------------------------------------------------------------------------------------------------------------------
GAZPROM OAO, MOSCOW Agenda Number: 700611711
- --------------------------------------------------------------------------------------------------------------------------
Security: 368287207
Meeting Type: EGM
Meeting Date: 16-Nov-2004
Ticker:
ISIN: US3682872078
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve to exclude the Section 43.3 - 43.7 from Mgmt Against *
the Charter of OAO Gazprom and amend the Section
43.2 of the Charter of OAO Gazprom: 43.2 The
shareholders of the Company are exempted from
the obligation provided for under Section 2
of Article 80 of the Federal Law On Joint
Stock Companies
- --------------------------------------------------------------------------------------------------------------------------
GEORGE WIMPEY PLC Agenda Number: 700659329
- --------------------------------------------------------------------------------------------------------------------------
Security: G96872109
Meeting Type: AGM
Meeting Date: 14-Apr-2005
Ticker:
ISIN: GB0009713446
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and approve the report of the Directors Mgmt For *
and the accounts for the YE 31 DEC 2004
2. Approve to declare a final dividend of 10.8 Mgmt For *
pence per share in respect of the YE 31 DEC
2004, due and payable on 13 MAY 2005 to shareholders
on the register at close of business on 04
MAR 2005, such final dividend to be payable
only in respect of such of the shares in respect
of which the relevant holders of the shares
has not exercised any entitlement to receive
new shares instead of dividend in cash pursuant
to the scrip dividend scheme
3. Re-elect Mr. Peter Johnson as a Director, who Mgmt For *
retires by rotation
4. Re-elect Mr. Andrew Carr-Locke as a Director, Mgmt For *
who retires by rotation
5. Re-elect Mr. Christine Cross as a Director, Mgmt For *
who retires by rotation
6. Re-appoint Mr. Peter Redfern as a Director, Mgmt For *
who retires by rotation
7. Re-appoint PricewaterhouseCoopers LLP as the Mgmt For *
Auditors of the Company until the conclusion
of the next general meeting at which the accounts
are laid before the Company and authorize the
Directors to fix their remuneration
8. Authorize the Directors, in substitution for Mgmt For *
all previous authorities, to allot relevant
securities Section 80(2) of the Companies
Act 1985 up to an aggregate nominal value
of GBP 32,649,568; Authority expires 5 years
after the date of passing of this resolution
; and the Directors may allot relevant securities
after the expiry of this authority in pursuance
of such an offer or agreement made prior to
such expiry
S.9 Authorize the Directors, subject to the passing Mgmt For *
of the Resolution 8, and pursuant to Section
95 of the Companies Act 1985 act , to allot
equity securities Section 94(2) of the Act
for cash pursuant to the authority conferred
by Resolution 8 and/or where such allotment
constitutes an allotment of equity securities
by virtue of Section 94(3A) of the act, 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, open offer or any other
pre-emptive offer or scrip dividend alternative
in each case in favor of ordinary shareholders;
and b) up to an aggregate nominal value of
GBP 4,897,435; Authority expires 5 years after
the date of passing of this resolution ; and
the Directors may allot equity securities after
the expiry of this authority in pursuance of
such an offer or agreement made prior to such
expiry
S.10 Authorize the Company, to make market purchases Mgmt For *
Section 163(3) of the Companies Act 1985
of not more than 39,179,481 ordinary shares
of 25 pence each in its share capital, at a
minimum price of 25 pence per share and not
more than 5% above the average of the middle
market quotations for the ordinary shares in
the Company taken from the London Stock Exchange
Daily Official List, over the previous 5 business
days; Authority expires at the conclusion
of the next AGM of the Company ; 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
11. Approve that the remuneration report contained Mgmt For *
within the annual report and the accounts for
the YE 31 DEC 2004
- --------------------------------------------------------------------------------------------------------------------------
GLAXOSMITHKLINE PLC Agenda Number: 700678951
- --------------------------------------------------------------------------------------------------------------------------
Security: G3910J112
Meeting Type: AGM
Meeting Date: 25-May-2005
Ticker:
ISIN: GB0009252882
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and adopt the Directors report and Mgmt For *
the financial statements for the YE 31 DEC
2004
2. Approve the remuneration report for the YE 31 Mgmt For *
DEC 2004
3. Elect Sir Christopher Gent as a Director of Mgmt For *
the Company
4. Elect Sir Deryck Maughan as a Director of the Mgmt For *
Company
5. Elect Mr. Julian Heslop as a Director of the Mgmt For *
Company
6. Re-elect Dr. Jean-Pierre Garnier as a Director Mgmt For *
of the Company
7. Re-elect Sir Ian Prosser as a Director of the Mgmt For *
Company
8. Re-elect Dr. Ronaldo Schmitz as a Director of Mgmt For *
the Company
9. Re-elect Dr. Lucy Shapiro as a Director of the Mgmt For *
Company
10. Authorize the Audit Committee to re-appoint Mgmt For *
PricewaterhouseCoopers LLP as a Auditors to
the Company to hold office from the conclusion
of the meeting to the conclusion of the next
meeting at which accounts are laid before the
Company
11. Authorize the Audit Committee to determine the Mgmt For *
remuneration of the Auditors
12. Authorize the Company, in accordance with 347C Mgmt For *
of the Companies Act 1985, to make donations
to EU political organization and to incur EU
political expenditure up to a maximum aggregate
amount of GBP 50,000; Authority expires earlier
the conclusion of the next AGM in 2006 or 24
NOV 2006
S.13 Authorize the Directors, for the purposes of Mgmt For *
Article 12 of the Company s Articles of Association
and pursuant to Section 95 of the Companies
Act 1985, to allot equity securities Section
94 of the Act for cash pursuant to the authority
conferred by Resolution 20 passed at the AGM
held on 21 MAY 2001, disapplying the statutory
pre-emption rights Section 89(1) , provided
that this power is limited to the allotment
of equity securities: a) in connection with
a rights issue as defined in Article 12.5
of the Company s Articles of Association provided
that an offer of equity securities pursuant
to any such rights issue need not be open to
any shareholder holding ordinary shares as
treasury shares; and b) up to an aggregate
nominal amount of GBP 73,301,955; Authority
expires the earlier of the conclusion of the
next AGM of the Company in 2006 or on 24 NOV
2006 ; and the Directors to allot equity securities
after the expiry of this authority in pursuance
of such an offer or agreement made prior to
such expiry
S.14 Authorize the Company, for the purpose of Section Mgmt For *
166 of the Companies Act 1985, to make market
purchases Section 163 of the Act of up to
586,415,642 ordinary shares of 25p each, at
a minimum price of 25p and up to 105% of the
average middle market quotations for such shares
derived from the London Stock Exchange Daily
Official List, over the previous 5 business
days; Authority expires the earlier of the
conclusion of the next AGM of the Company held
in 2006 or on 24 NOV 2006 ; the Company, before
the expiry, may make a contract to purchase
ordinary shares which will or may be executed
wholly or partly after such expiry
S.15 Amend Article 48A of the Articles of Association 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 *
- --------------------------------------------------------------------------------------------------------------------------
GOLD FIELDS LTD Agenda Number: 700600770
- --------------------------------------------------------------------------------------------------------------------------
Security: S31755101
Meeting Type: AGM
Meeting Date: 16-Nov-2004
Ticker:
ISIN: ZAE000018123
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
O.1 Receive and adopt the consolidated audited annual Mgmt For *
financial statements of the Company and its
subsidiaries, incorporating the Auditors and
the Directors reports for the YE 30 JUN 2004
O.2 Re-elect Mr. K. Ansah as a Director of the Company, Mgmt For *
who retires in terms of the Articles of Association
O.3 Re-elect Mr. G.R. Parker as a Director of the Mgmt For *
Company, who retires in terms of the Articles
of Association
O.4 Re-elect Mr. T.M.G. Sexwale as a Director of Mgmt For *
the Company, who retires in terms of the Articles
of Association
O.5 Re-elect Mr. C.M.T. Thompson as a Director of Mgmt For *
the Company, who retires in terms of the Articles
of Association
O.6 Re-elect Mr. P.J. Ryan as a Director of the Mgmt For *
Company, who retires in terms of the Articles
of Association
O.7 Approve that the entire authorized but unissued Mgmt For *
share capital of the Company be placed under
the control of the Directors of the Company,
after setting aside so many shares as may be
required to be allotted and issued by the Company
in terms of the GF Management Incentive Scheme
and the GF Non-executive Director Share Plan,
until the next AGM with the authority of allot
and issue all or part thereof in their discretion,
subject to Section 221 and 222 of the Companies
Act, 61 or 1973, as amended and the listing
requirements of the JSE Securities Exchange
South Africa
O.8 Authorize the Directors of the Company, pursuant Mgmt For *
to the Articles of Association of the Company,
subject to the listing requirements of the
JSE Securities Exchange South Africa JSE
and subject to the Companies Act, 61 of 1973,
as amended, to allot and issue to public shareholders
and not to related parties ordinary shares
for cash, not exceeding in aggregate in any
one FY, 15% of the Company s issued ordinary
shares, the number of ordinary shares which
may be issued for cash shall based on the number
of ordinary shares in issue at the date of
the application, less any ordinary shares issued
by the Company during the current FY, provided
that any ordinary shares to be issued for cash
pursuant to a rights issue announced and irrevocable
and underwritten or acquisition concluded
up to the date of application may be included
as though they were shares in issue at the
date of application, at the maximum discount
of 10% of the weighted average traded price
on the JSE of such shares over the 30 previous
days of the date that the price of the issue
is determined or agreed by the Directors of
the Company; Authority expires the earlier
of the next AGM or 15 months from the date
of this AGM ; a press announcement giving full
details, including the impact on net asset
value and earnings per share, will be published
at the time of any issue representing, on a
cumulative basis within one FY, 5% or more
of the number of shares in issue prior to the
issue
O.9 Approve the remuneration payable to the Directors Mgmt For *
of the Company with effect from 01 JAN 2005
as follows: annual retainer for: the Chairman
of the Board ZAR 1,000000; and each Chairman
of the respective Board Committees ZAR 80,000;
annual retainer for each of the other members
excluding the Chairman of the Board of the
Board: ZAR 100,000; the Nominating and Governance
Committee, the Compensation Committee and the
Health, Safety and Environmental Committee:
ZAR 40,000; and the Audit Committee: ZAR 56,000;
meeting attendance fees payable to the Directors
excluding the Chairman of the Board for attending:
Board Meetings ZAR 8,125 per meeting; and Board
Committee Meetings ZAR 4,875 per meeting; and
travel allowance payable to the Directors USD
4,000 per international trip required
O.10 Approve to pay a composite retainer of ZAR 1,167,000 Mgmt For *
to Mr. CMT Thompson for the period from 01
MAR 2004 to 31 DEC 2004
S.1 Authorize the Directors to approve the repurchase Mgmt For *
by the Company of its own shares and any of
the Company s subsidiaries acquiring shares
in the Company or any holding Company of the
Company, and the purchase of shares by the
Company in any holding Company of the Company,
not exceeding in aggregate in any one FY, 20%
of the relevant Company s issued share capital
of that class in one FY, at the price not exceeding
10% of the weighted average market value for
the securities for the 5 previous days of the
date on which the transaction is effected;
Authority expires the earlier of the next
AGM or 15 months from the date of this AGM
S.2 Approve to delete Article 33 of the Articles Mgmt For *
of Association of the Company and replace it
with New Article
PLEASE NOTE THE REVISED NUMBERING OF THE RESOLUTIONS. Non-Voting No vote
THANK YOU
- --------------------------------------------------------------------------------------------------------------------------
GOLD FIELDS LTD Agenda Number: 700611557
- --------------------------------------------------------------------------------------------------------------------------
Security: S31755101
Meeting Type: EGM
Meeting Date: 07-Dec-2004
Ticker:
ISIN: ZAE000018123
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
O.1 Resolved that the transfer to the IAMGold Group Mgmt For *
of the Acquired Interests, representing all
of Gold Fields subsidiaries assets located
outside the Southern African Development Community,
in terms of the Transaction, details of which
are reflected in the Circular, be and is hereby
approved
O.2 Resolved that any member of the Board of Directors Mgmt For *
of Gold Fields be and is hereby authorised
to sign all such documents and do all such
things as may be necessary for or incidental
to the implementation of ordinary resolution
number 1
PLEASE NOTE THE REVISED WORDING OF THE RESOLUTIONS, Non-Voting No vote
MEETING TIME AND RECORD DATE. PLEASE ALSO NOTE
THAT THIS IS AN ORDINARY GENERAL MEETING. THANK
YOU.
- --------------------------------------------------------------------------------------------------------------------------
GOLDCORP INC NEW Agenda Number: 700633616
- --------------------------------------------------------------------------------------------------------------------------
Security: 380956409
Meeting Type: SGM
Meeting Date: 10-Feb-2005
Ticker:
ISIN: CA3809564097
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the issue Share Issue to the holders Mgmt For *
of common shares, or securities convertible
into common shares, of Wheaton River Minerals
Ltd Wheaton of an aggregate of up to 200,000,000
common shares of Goldcorp Inc. Goldcorp in
connection with the offer to acquire by Goldcorp
of all of the common shares of Wheaton pursuant
to Goldcorp s offer to purchase Offer to Purchase
dated 29 DEC 2004, as amended and a Subsequent
Acquisition Transaction as defined in the
Offer to Purchase ; and authorize any one Officer
or any one Director of Goldcorp to execute
or to cause to be executed, under the seal
of Goldcorp or otherwise, and to deliver or
to cause to be delivered, all such documents,
all in such form and containing such terms
and conditions, as any one of them shall consider
necessary or desirable in connection with the
share issue, and to do or to cause to be done
all such other acts and things as any one of
them shall consider necessary or desirable
in connection with the share issue or in order
to give effect to this resolution
Transact any other business Non-Voting No vote
PLEASE NOTE THAT THE MEETING HELD ON 31 JAN Non-Voting No vote
2005 HAS BEEN POSTPONED DUE TO LACK OF QUORUM
AND THAT THE SECOND CONVOCATION WILL BE HELD
ON 10 FEB 2005. PLEASE ALSO NOTE THE NEW CUTOFF
DATE IS 03 FEB 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
- --------------------------------------------------------------------------------------------------------------------------
GOLDCORP INC NEW Agenda Number: 700706798
- --------------------------------------------------------------------------------------------------------------------------
Security: 380956409
Meeting Type: MIX
Meeting Date: 16-May-2005
Ticker:
ISIN: CA3809564097
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Receive and consider the audited consolidated Non-Voting No vote
financial statements of the Corporation for
the FYE 31 DEC 2004 and the report of the Auditors
thereon
1. Elect Messrs. David R. Beatty, John P. Bell, Mgmt For *
Lawrence I. Bell, Douglas Holtby, Brian W.
Jones, Antonio Madero, Robert R. McEwen, Donald
R.M. Quick, Michael L. Stein and Ian W. Telfer
as the Directors of the Corporation for the
ensuing year
2. Appoint Deloitte & Touche LLP, Chartered Accountants Mgmt For *
as the Auditors of the Corporation for the
ensuing year and authorize the Directors to
fix their remuneration
3. Approve the new stock option plan of the Corporation: Mgmt For *
1. adopt the 2005 Stock Option Plan by the
Corporation in the form attached to the management
information circular of the Corporation dated
15 APR 2005 as Schedule D and the reservation
for issuance under such plan of 12,500,000
common shares is hereby authorized and approved;
2. authorize and direct the Corporation to
issue such Common Shares pursuant to the 2005
Stock Option Plan as fully paid and non-assessable
shares of the Corporation; and 3. authorize
and direct any Director or Officer of the Corporation
, acting for, in the name of and on behalf
of the Corporation, to execute or cause to
be executed, under the seal of the Corporation
or otherwise, and to deliver or cause to be
delivered, such other documents and instruments,
and to do or cause to be done all such other
acts and things, as may in the opinion of such
Director or Officer of the Corporation be necessary
or desirable to carry out the intent of the
foregoing resolutions
4. Approve the Restricted Share Plan of the Corporation Mgmt For *
1. adopt of the Restricted Share Plan by the
Corporation in the form attached to the management
information circular of the Corporation dated
15 APR 2005 as Schedule E and the reservation
for issuance under such plan of 500,000 common
shares is hereby authorized and approved; 2.
authorize and direct the Corporation to issue
such Common Shares pursuant to the Restricted
Share Plan as fully paid and non-assessable
shares of the Corporation; and 3. authorize
and direct any Director or Officer of the Corporation,
acting for, in the name of and on behalf of
the Corporation, to execute or cause to be
executed, under the seal of the Corporation
or otherwise, and to deliver or cause to be
delivered, such other documents and instruments,
and to do or cause to be done all such acts
and things, as may in the opinion of such director
or officer of the Corporation be necessary
or desirable to carry out the intent of the
foregoing resolutions
Transact such other business Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
GOODWILL GROUP INC, TOKYO Agenda Number: 700584940
- --------------------------------------------------------------------------------------------------------------------------
Security: J1756Q106
Meeting Type: AGM
Meeting Date: 10-Sep-2004
Ticker:
ISIN: JP3273700009
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve Allocation of Income, Including the Mgmt For *
Following Dividends: Interim JY 1500, Final
JY 500, Special JY 500
2 Amend Articles to: Authorize Share Repurchases Mgmt For *
at Board s Discretion
3.1 Appoint Internal Statutory Auditor Mgmt For *
3.2 Appoint Internal Statutory Auditor Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
GROUPE DANONE Agenda Number: 700658288
- --------------------------------------------------------------------------------------------------------------------------
Security: F12033134
Meeting Type: MIX
Meeting Date: 22-Apr-2005
Ticker:
ISIN: FR0000120644
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A Verification Period exists in France. Please Non-Voting No Action *
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 Action *
REACH QUORUM, THERE WILL BE A SECOND CALL ON
22 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 Action *
and the general report of the Statutory Auditors
and approve the financial statements and the
balance sheet for the year 2004
O.2 Approve the consolidated financial statements Mgmt No Action *
for the FY, ending on 31 DEC 2004
O.3 Approve that the profits for the FY amount to Mgmt No Action *
EUR 422,978,494.25 and the prior retained earnings
amount to EUR 1,268,339,828.36, and to appropriate
the disposable profits of EUR 1,696,305,822.61
as follows: global dividend: EUR 361,928,952.00;
carry forward account: EUR 1,334,376,870.61;
an amount of EUR 200,000,000.00 charged to
the special reserve on long-term capital gains
will be transferred to the ordinary reserves
account; an amount of EUR 4,987,500.00 charged
to the ordinary reserves account to be transferred
to the carry forward account following this
appropriation; the carry forward account will
amount to EUR 1,339,634,370.61; the shareholders
to receive a net dividend of EUR 1.35 per share
and this dividend will be paid on 17 MAY 2005
O.4 Receive the special report of the Auditors on Mgmt No Action *
agreements governed by Articles l.225-38 and
sequence of the French Commercial Code
O.5 Approve to renew the term of office of Mr. Bruno Mgmt No Action *
Bonnell as Director for a period of 3 years
O.6 Approve to renew the term of office of Mr. Michel Mgmt No Action *
David-Weill as a Director for a period of 3
years
O.7 Approve to renew the term of office of Mr. Jacques Mgmt No Action *
Nahmias as a Director for a period of 3 years
O.8 Approve to renew the term of office of Mr. Jacques Mgmt No Action *
Vincent as a Director for a period of 3 years
O.9 Ratify the co-optation of Mr. Hirokatsu Hirano Mgmt No Action *
as a Director for a period of 3 years
O.10 Ratify the co-optation of Mr. Jean Laurent, Mgmt No Action *
as a Director until the OGM called to deliberate
on the financial statements for the year 2005
O.11 Appoint Mr. Bernard Hours as a Director for Mgmt No Action *
a period of 3 years
O.12 Authorize the Board of Directors to trade in Mgmt No Action *
the Company s shares on the stock market, as:
maximum purchase price: EUR 100.00; minimum
sale price: EUR 60.00; maximum number of shares
to be traded: 18,000,000; Authority is given
for a period of 18 months ; approve to cancel
and replace the delegation set forth in Resolution
12 and given by the combined general meeting
of 15 APR 2004 and authorize the Board of Directors
to take all necessary measures and accomplish
all necessary formalities
O.13 Authorize the Board of Directors, replacing Mgmt No Action *
the delegation set forth in Resolution 12 and
given by the combined general meeting of 11
APR 2003, to issue, in France or abroad, ordinary
bonds or subordinated bonds for a maximum nominal
amount of EUR 2,000,000,000.00; Authority
is given for a period of 5 years
O.14 Authorize the Board of Directors, replacing Mgmt No Action *
the delegation set forth in Resolution 13 and
given by the general meeting of 15 APR 2004,
to increase in one or more transactions, in
France or abroad, the share capital by a maximum
nominal amount of EUR 45,000,000.00, by way
of issuing ordinary shares of the company and
securities giving access to the share capital,
preferential right of subscription maintained
and the nominal value of debt securities issued
not exceeding EUR 2,000,000,000.00; Authority
is given for a period of 26 months ; and authorize
the Board of Directors to take all necessary
measures and accomplish all necessary formalities
O.15 Authorize the Board of Directors, replacing Mgmt No Action *
the delegation set forth in Resolution 14 and
given by the general meeting of 15 APR 2004,
to increase in one or more transactions, in
France or abroad, the share capital by a maximum
nominal amount of EUR 33,000,000.00, by way
of issuing ordinary shares of the company and
securities giving access to the share capital,
without the shareholders preferential subscription
rights maintained provided that the nominal
value of debt securities issued shall not exceed
EUR 2,000,000,000.00; Authority is given for
a period of 26 months ; authorize the Board
of Directors to take all necessary measures
and accomplish all necessary formalities
O.16 Authorize the Board of Directors, for the issues Mgmt No Action *
referred to in Resolutions 14 and 15, to increase
the number of securities to be issued; Authority
is given for a period of 26 months
O.17 Authorize the Board of Directors, replacing Mgmt No Action *
the delegation set forth in Resolution 14 and
given by the general meeting of 15 APR 2004,
to issue shares and securities giving access
to the share capital as a remuneration of shares
tendered to any public exchange offer made
by the company; Authority is given for a period
of 26 months ; authorize the Board of Directors
to take all necessary measures and accomplish
all necessary formalities
O.18 Authorize the Board of Directors, to issue the Mgmt No Action *
Company s shares and securities giving access
to the share capital in order to remunerate
the contributions in kind, provided that it
does not exceed 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.19 Authorize the Board of Directors, to issue one Mgmt No Action *
or more transactions, in France or abroad,
securities giving rights to the allocation
of the debt securities such as bonds, similar
instruments and fixed term or unfixed term
subordinate bonds provided that the nominal
value of debt securities to be issued shall
not exceed EUR 2,0000,000,000.00; Authority
is given for a period of 26 months ; authorize
the Board of Directors to take all necessary
measures and accomplish all necessary formalities
E.20 Authorize the Board of Directors to increase Mgmt No Action *
the share capital in one or more transactions
by a maximum nominal amount of EUR 33,000,000.00
by way of capitalizing retained earnings, income
or additional paid-in capital or any other
capitalizable items, to be carried out through
the issue and allocation of free shares or
the raise of the par value of the existing
shares or by simultaneously; Authority is
given for a period of 26 months ; authorize
the Board of Directors to take all necessary
measures and accomplish all necessary formalities
O.21 Authorize the Board of Directors, replacing Mgmt No Action *
the delegation set forth in Resolution 15 and
given by the general meeting of 15 APR 2004
, to increase the share capital in one or more
transactions at its sole discretion in favour
of the Company s employees who are the Members
of the Company Savings Plan provided that the
amount shall not exceed 2,000,000.00; Authority
is given for a period of 26 months ; authorize
the Board of Directors to take all necessary
measures and accomplish all necessary formalities
E.22 Authorize the Company and its subsidiaries, Mgmt No Action *
employees and Officers, replacing the delegation
set forth in Resolution 15 and given by the
general meeting of 15 APR 2004, to purchase
Company s existing shares, provided that the
total number of shares not to exceed 3,000,000.00;
Authority is given for a period of 26 months
; authorize the Board of Directors to take
all necessary measures and accomplish all necessary
formalities
E.23 Authorize the Board of Directors in one or more Mgmt No Action *
transactions, the Company and its subsidiaries,
employees and Officers, to issue ordinary shares,
provided that the total number of shares not
to exceed 0.40% of the Company s share capital;
Authority is given for a period of 26 months
; authorize the Board of Directors to take
all necessary measures and accomplish all necessary
formalities
O.24 Authorize the Board of Directors in substitution Mgmt No Action *
to the earlier authorizations, to reduce the
share capital by canceling the shares held
by the Company in connection with a stock repurchase
plan, provided that the total number of shares
cancelled in the 24 months does not exceed
10% of the capital; Authority is given for
a period of 24 months
O.25 Grant all powers to the bearer of the a copy Mgmt No Action *
of an extract of the minutes of this meeting
in order to accomplish all formalities, filings
and registrations prescribed by law
PLEASE NOTE THAT THE MIXED MEETING TO BE HELD Non-Voting No Action *
ON 12 APR 2005 HAS BEEN POSTPONED AND WILL
BE HELD ON SECOND CALL ON 22 APR 2005. 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.
- --------------------------------------------------------------------------------------------------------------------------
H D F C BANK LTD Agenda Number: 700729532
- --------------------------------------------------------------------------------------------------------------------------
Security: Y3119P117
Meeting Type: AGM
Meeting Date: 17-Jun-2005
Ticker:
ISIN: INE040A01018
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve and adopt the audited balance sheet Mgmt For *
as at 31 MAR 2005 and profit and loss account
for the YE on that date end reports of the
Directors and the Auditors
2. Declare a dividend Mgmt For *
3. Re-appoint Mr. Vineet Jam as a Director who Mgmt For *
retires by rotation
4. Re-appoint Mr. Arvind Pande as a Director who Mgmt For *
retires by rotation
5. Approve the retirement by rotation of Mr. Anil Mgmt For *
Ahuja and not to fill the vacancy in view of
the desire expressed by him for not seeking
the re-appointment
6. Re-appoint, subject to the approval of the Reserve Mgmt For *
Bank of India, M/s. P.C. Hansotia & Co., Chartered
Accountants, as the Auditors of the Bank from
the conclusion of this meeting until the conclusion
of the next AGM, on a remuneration of such
sum as may be fixed by the Audit and Compliance
Committee of the Board in the best of interest
of the Bank, for the purpose of audit of the
Bank s accounts of its head office, regional
and branch offices
7. Appoint Mr. Ashim Samanta as a Director of the Mgmt For *
Bank liable to retire by rotation
S.8 Approve, pursuant to the applicable provisions Mgmt For *
of the Companies Act, 1958 and the Listing
Agreement s entered into with the Stock Exchanges,
the payment of sitting fees to the Directors
of the Bank for attending the meetings of the
Board of Directors and Committees as may be
constituted by the Board of Directors from
time to time, to the extent of INR 10,000 per
meeting; approve, notwithstanding the aforesaid,
the sitting fees payable for attending the
meetings of the Investors Grievance Share
Committee shall be INR 5,000 per meeting;
and authorize the Board of Directors of the
Bank to determine/vary the amount of sitting
fees payable to the Directors for attending
the meetings of the Board of Directors and
Committees thereof, within such maximum permissible
limit as may be prescribed under the Companies
Act, 1956 and rules made and notifications
issued thereunder
S.9 Approve that, pursuant to Section 81 and other Mgmt For *
applicable provisions, if any, of the Companies
Act, 1956 including any amendment s thereto
or modification s or re-enactment s thereof
and in accordance with the provisions of the
Memorandum and Articles of Association of the
Bank and the regulations/guidelines, if any,
prescribed by the Securities and Exchange Board
of India SEBI , the Reserve Bank of India
RBI , and all other concerned and relevant
authorities from time to time, to the extent
applicable and subject to such approvals, consents,
permissions and sanctions of the Government
of India, SEBI, RBI and all other appropriate
authorities, Institutions or bodies and subject
to such conditions an modifications as may
be prescribed by any of them while granting
such approvals, consents, permissions and sanctions
the Board of Directors of the Bank and authorize
the Board of Directors to issue, offer and
allot one crore equity stock options, convertible
into equity shares of the aggregate nominal
face value not exceeding INR 10,00,00,000 to
the present and future employees and Directors
of the Bank under an Employee Stock Option
Scheme hereinafter referred to ESOS on
the terms and conditions as specified and on
such other terms and conditions and in such
tranche/s as may be decided by the Board in
its absolute discretion; authorize the Board,
without prejudice to the generality of the
above, but subject to the terms, as approved
by the members, to implement the scheme with
or without modifications and variations in
one or more trenches in such manner as the
Board may deem fit; authorize the Board, for
the purpose at giving effect to the above resolution,
to do all such acts, deeds, matters and things
and execute all such deeds documents, instruments
and writings as it may in its absolute discretion
deem necessary or desirable and pay fees and
commission and incur expenses in relation thereof;
authorize the Board to settle all questions,
difficulties or doubts that may arise in relation
to the implementation of the scheme including
to amend or modify any of the terms thereof
and to the shares issued herein without being
required to seek any further concern or approval
of the members or otherwise to the end and
intent that the members shall be deemed to
have given their approval thereto expressly
by authority of this resolution; approve that
no single employee/Director shall be granted
options under the scheme or under existing
schemes entitling such employee/d equity shares
in the Bank which would represent more than
1% of the paid-up share capital of the Bank
as on the date of grant of options or 10% of
the total number of options granted under the
Scheme and that the minimum number of options
that can be granted under the forthcoming schemes
as well as existing schemes are zero; approve
that the equity shares to be issued as stated
aforesaid shall rank pert with all the existing
equity shares of the Bank for all purposes;
approve, subject to the applicable regulatory
requirements end subject to the approval of
the Reserve Bank of India, to grant the Directors
of the Bank the stock options pursuant to the
Scheme in one or more trenches, subject to
the maximum of 1% of the paid-up share capital
of the Bank as on the date of grant of options
or 10% of the total number of options granted
under the Scheme in any financial year as well
as in aggregate
- --------------------------------------------------------------------------------------------------------------------------
HANG SENG BANK LTD Agenda Number: 700653288
- --------------------------------------------------------------------------------------------------------------------------
Security: Y30327103
Meeting Type: AGM
Meeting Date: 21-Apr-2005
Ticker:
ISIN: HK0011000095
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the statement of accounts and the reports Mgmt For *
of the Directors and the Auditors for the YE
31 DEC 2004
2.a Elect Mr. John C.C. Chan as a Director Mgmt For *
2.b Elect Dr. Y.T. Cheng as a Director Mgmt For *
2.c Elect Dr. Vincent H.S. Lo as a Director Mgmt For *
2.d Elect Dr. Marvin K.T. Cheung as a Director Mgmt For *
2.e Elect Mr. Joseph C.Y. Poon as a Director Mgmt For *
3. Approve to fix the remuneration of the Directors Mgmt For *
and Members of Audit Committee
4. Re-appoint the Auditors and authorize the Directors Mgmt For *
to fix their remuneration
S.5 Amend the Articles of Association of the Bank Mgmt For *
to bring it in line with, among others, various
provisions in the Securities and Futures Ordinance,
the Companies Amendment Ordinance 2003, the
amendments to appendix 3 of the rules governing
the listing of securities on the Stock Exchange
of Hong Kong Limited Listing Rules and the
code on Corporate governance practices contained
in appendix 14 of the listing rules
6. Approve to grant a general mandate to the Directors Mgmt For *
to repurchase shares not exceeding 10% of the
issued share capital of the Bank as at the
date of passing such resolution
7. Approve to grant a general mandate to the Directors Mgmt Against *
to issue and deal with additional shares which
shall not in aggregate exceed, except in certain
specific circumstances such as pursuant to
a right issue or any script dividend scheme,
20% or 5% where the shares are to be allotted
wholly for cash of the issued share capital
of the Bank as at the date of passing such
resolution
- --------------------------------------------------------------------------------------------------------------------------
HARMONY GOLD MINING CO LTD Agenda Number: 700600542
- --------------------------------------------------------------------------------------------------------------------------
Security: S34320101
Meeting Type: AGM
Meeting Date: 12-Nov-2004
Ticker:
ISIN: ZAE000015228
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and adopt the annual financial statements Mgmt For *
for the YE 30 JUN 2004 including the reports
of the Directors and the Auditors
2. Approve to fix the remuneration of the Directors Mgmt Against *
3. Re-elect the number of Directors by way of a Mgmt For *
single resolution
4. Re-elect Mr. R. Menell, Mr. M. Motloba, Dr. Mgmt For *
M.Z. Nkosi and Mr. N.V. Qangule as the Directors
5. Re-elect Mr. F. Dippenaar, Mr. N. Fakude and Mgmt For *
Dr. S. Lushaba as the Directors, who retire
by rotation
6.S1 Approve to increase the share capital of the Mgmt For *
Company from MYR 175,000,000 divided into 350,000,000
ordinary shares of 50 cents each to MYR 225,000,000
divided into 450,000,000 ordinary shares of
50 cents each by the creation of 100000000
new ordinary shares of 50 cents each ranking
pari passu in all respects with the existing
ordinary shares in the authorized share capital
of the Company
6.S2 Authorize the Company or any of its subsidiaries, Mgmt For *
in terms of Section 85(2) of the Companies
Act, 1973, to acquire shares issued by the
Company, on the open market of JSE, as determined
by the Directors, but subject to the provisions
of the Act and the listing requirements of
the JSE, not exceeding in aggregate 20% of
the Company s issued ordinary share capital
in any 1 FY, at a price of no more than 10%
above the weighted average market price of
such shares over the previous 5 business days;
Authority expires the earlier of the next
AGM or 15 months ; a paid press announcement
will be published when the Company has acquired,
on a cumulative basis, 3% of the initial number
of the relevant class of securities and for
each 3% in aggregate of the initial number
of that class acquired thereafter
7.O1 Authorize the Directors of the Company to allot Mgmt For *
and issue, after providing for the requirements
of the Harmony (1994) Share Option Scheme,
the Harmony (2001) Share Option Scheme and
the Harmony (2003) Share Option Scheme, all
or any of the remaining unissued securities
in the capital of the Company at such time
or times to such person or persons or bodies
corporate upon such terms and conditions as
the Directors may from time to time at their
sole discretion determine, subject to the provisions
of the Companies Act, 1973 (Act 61 if 1973)
as amended, and the Listing Requirements of
the JSE Securities Exchange of South Africa
8.O2 Authorize the Directors, subject to the listing Mgmt For *
requirements of the JSE Securities Exchange
South Africa, to allot and issue equity securities
for cash, not exceeding in aggregate 15% of
the number of shares in the Company s issued
share capital, at the maximum permitted discount
of 10% of the weighted average traded price
of such shares over the 30 days prior to the
date that the price of the issue is determined
by the Directors, and issues at a discount
greater than 10% may be undertaken subject
to specific shareholder consent; Authority
expires the earlier of the next AGM of the
Company, or 15 months ; a paid press announcement
giving full details, including the impact on
the net asset value and earnings per share,
will be published at the time of any issue
of shares representing, on a cumulative basis
within one year, 5% or more of the number of
the Company s issued shares prior to any such
issue
PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting No vote
AGENDA. IF YOU HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
HARMONY GOLD MINING CO LTD Agenda Number: 700605201
- --------------------------------------------------------------------------------------------------------------------------
Security: S34320101
Meeting Type: EGM
Meeting Date: 12-Nov-2004
Ticker:
ISIN: ZAE000015228
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting No vote
1.O1 Approve, subject to 3.O2 and 2.S1, the acquisition Mgmt For *
by the Company of the shares in the ordinary
share capital of Gold Fields Ltd, by way of
the early settlement offer and the subsequent
offer
2.S1 Approve, subject to 1.O1 and 3.O2, to increase Mgmt For *
the authorized ordinary share capital of the
Company from ZAR 225,000,000 to ZAR 600,000,000
by the creation of 750,000,000 new ordinary
shares of ZAR 0.50 each ranking pari passu
with the existing ordinary shares
3.O2 Authorize the Directors of the Company, subject Mgmt For *
to 1.O1 and 2.S1, to allot and issue such
number of unissued shares in the capital of
the Company as may be necessary to implement
the offers
4.O3 Authorize the Directors of the Company to allot Mgmt For *
and issue, after providing for the Harmony
Share Option Schemes of 1994, 2001 and 2003,
the remaining unissued shares including the
new ordinary shares created ito 2.S1
5.O4 Authorize the Directors of the Company to allot Mgmt For *
and issue equity securities, including the
grant or issue of options or securities that
are convertible into an existing class of equity
securities, for cash
6.O5 Authorize the Directors, subject to 1.O1, 3.O2 Mgmt For *
and 2.S1, to allot and issue unissued shares
in the Company to Mvelaphanda Gold, Mezz SPV
or to the providers of Mezzanine Finance ito
the empowerment transaction
7.O6 Authorize any 1 of the Directors of the Company Mgmt For *
to do all such things and sign all such documents
as may be necessary for or incidental to the
implementation of the offers and the resolutions
proposed at the general meeting
- --------------------------------------------------------------------------------------------------------------------------
HBOS PLC Agenda Number: 700666728
- --------------------------------------------------------------------------------------------------------------------------
Security: G4364D106
Meeting Type: AGM
Meeting Date: 27-Apr-2005
Ticker:
ISIN: GB0030587504
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the report and the accounts Mgmt For *
2. Approve the report on remuneration policy and Mgmt For *
practice
3. Declare a final dividend Mgmt For *
4. Elect Mr. Mark Tucker Mgmt Abstain *
5. Re-elect Mr. Dennis Stevenson Mgmt For *
6. Re-elect Mr. Charles Dunstone Mgmt For *
7. Re-elect Mr. Colin Matthew Mgmt For *
8. Re-elect Mr. Anthony Hobson Mgmt For *
9. Re-appoint KPMG Audit PLC as the Auditors Mgmt For *
S.10 Grant authority to the allotment of shares for Mgmt For *
cash
S.11 Grant authority to the repurchase of ordinary Mgmt For *
shares
12. Approve political donations and expenditure Mgmt For *
13. Approve the increase in authorized share capital Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
HEIDELBERGCEMENT AG, HEIDELBERG Agenda Number: 700676337
- --------------------------------------------------------------------------------------------------------------------------
Security: D31709104
Meeting Type: OGM
Meeting Date: 04-May-2005
Ticker:
ISIN: DE0006047004
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the financial statements and the annual Mgmt Abstain *
report for the 2004 FY with the report of the
Supervisory Board, the Group financial statements
and the Group annual report
2. Approve the appropriation of the distributable Mgmt For *
profit of EUR 217,629,507.41 as follows: payment
of a dividend of EUR 0.55 per share EUR 589,837.87
shall be carried forward EUR 161,548,016.84
shall be allocated to the other revenue reserves;
ex-dividend date: 05 MAY 2005, payable date:
06 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 Ernst & Young AG, Wirtschaftspruefungsgesellschaft, Mgmt For *
Stuttgart, as the Auditors for the year 2005
6. Amend the Articles of Association as follows: Mgmt For *
Section 12(1), regarding each Member of the
Supervisory Board receiving from the 2005
FY on a fixed annul remuneration of EUR 14,000
and a variable annual remuneration of EUR 630
for every EUR 0.01 of the dividend increase
in excess of EUR 0.30 per share, the Chairman
receiving twice, the Deputy Chairman one and
a half times, these amounts Section 12(3),
regarding Committee Members except for Members
of the Mediation Committee receiving an additional
fixed remuneration of EUR 3,500 Members of
the Audit Committee EUR 7,000 , the Committee
Chairman receiving twice these amounts
PLEAE NOTE THAT THIS IS AN AGM. THANK YOU Non-Voting No vote
Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
HEIDELBERGCEMENT AG, HEIDELBERG Agenda Number: 700674143
- --------------------------------------------------------------------------------------------------------------------------
Security: D31738228
Meeting Type: OGM
Meeting Date: 04-May-2005
Ticker:
ISIN: DE000A0D66C1
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the financial statements and the annual Mgmt Abstain *
report for the FY 2004, along with the report
of the Supervisory Board, the Group financial
statements and the Group annual report
2. Approve the appropriation of the distributable Mgmt For *
profit of EUR 217,629,507.41 as follows: payment
of a dividend of EUR 0.55 per share EUR 589,837.87
shall be carried forward EUR 161,548,016.84
shall be allocated to the other revenue reserves
ex-dividend date: 05 May 2005; payable date:
06 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 Ernst & Young AG, Wirtschaftspruefungsgesellschaft, Mgmt For *
Stuttgart as the Auditors for the FY 2005
6. Amend the Articles of Association as follows: Mgmt For *
Section 12(1), regarding each Member of the
Supervisory Board receiving from FY 2005
a fixed annual remuneration of EUR 14,000 and
a variable remuneration of EUR 630 for every
EUR 0.01 of the dividend in excess of EUR 0.30
per share, the Chairman an receiving twice,
the Deputy Chairman 11/2 one and a half times,
these amounts; Section 12(3), regarding Committee
Members except for Members of the Mediation
Committee receiving an additional fixed remuneration
of EUR 3,500 members of the Audit Committee
EUR 7,000 , the Committee Chairmen receiving
twice these amounts
- --------------------------------------------------------------------------------------------------------------------------
HEIDELBERGER DRUCKMASCHINEN AG, HEIDELBERG Agenda Number: 700543627
- --------------------------------------------------------------------------------------------------------------------------
Security: D3166C103
Meeting Type: AGM
Meeting Date: 21-Jul-2004
Ticker:
ISIN: DE0007314007
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the presentation of the financial statements Mgmt For *
and annual report for the 2003/2004 financial
year with the report of the Supervisory Board,
the Group finaancial statements and Group annual
report
2. Ratify the acts of the Board of Managing Directors Mgmt For *
3. Ratify the acts of the Supervisory Board Mgmt For *
4. Appoint the Auditors for the 2004/2005 financial Mgmt For *
year: PwC Deutsche Revision AG, Frankfurt
5. Authorize the Board of Managing Directors to Mgmt For *
acquire shares of the Company of up to 10%
of the share capital, at prices not differing
more than 10% from the market price of the
shares, on or before 31 DEC 2005; the shares
may be disposed of in a manner other than the
stock exchange or a rights offering, sold at
a price not materially below their market price,
used for acquisition purposes or within the
scope of the Company s stock option plan, or
retired
6. Authorize the Board of Managing Directors, with Mgmt For *
the consent of the Supervisory Board, to issue
bearer bonds of up to EUR 500,000,000, having
a term of up to 20 years and conferring option
or conversion rights for shares of the Company,
on or before 20 JUL 2009; shareholders shall
be granted subscription rights, except for
residual amounts, insofar as such rights are
granted to other bondholders, and for the issue
of bonds at a price not materially below their
theoretical market value; the share capital
shall be increased accordingly by up to EUR
21,992,570.88 through the issue of up to 8,590,848
new bearer no-par shares, insofar as option
or conversion rights are exercised; and the
corresponding amendments to the Articles of
Association
7. Approve the control and profit transfer agreement Mgmt For *
with RCU-VV Vierzigste Vermoegensverwaltung
GmbH, as the controlled Company, with effect
from 1 JAN 2005, until at least 31 DEC 2010
PLEASE NOTE THAT THIS IS A REVISION DUE TO THE Non-Voting No vote
REVISED WORDING OF THE RESOLUTIONS. IF YOU
HAVE ALREADY SENT YOUR VOTES, PLEASE DO NOT
RETURN THIS PROXY FORM UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
HENDERSON LAND DEVELOPMENT CO LTD Agenda Number: 700606493
- --------------------------------------------------------------------------------------------------------------------------
Security: Y31476107
Meeting Type: AGM
Meeting Date: 06-Dec-2004
Ticker:
ISIN: HK0012000102
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and approve the audited statement of Mgmt For *
the accounts and the reports of the Directors
and the Auditors for the YE 30 JUN 2004
2. Declare a final dividend Mgmt For *
3. Re-elect the retiring Directors and authorize Mgmt For *
the Board of Directors to fix the Directors
remuneration
4. Re-appoint the Auditors and authorize the Directors Mgmt For *
to fix their remuneration
5.A Authorize the Directors to repurchase ordinary Mgmt For *
shares of HKD 2.00 each in the capital of the
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 Stock Exchange and the Securities
and Futures Commission under the Hong Kong
Code on share repurchases for such purposes,
subject to and in accordance with all applicable
laws and the requirements of the Rules governing
the Listing of Securities from time to time,
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 AGM of the Company or the expiration
of the period within which the next AGM of
the Company is to be held by law
5.B Authorize the Directors to allot, issue and Mgmt Against *
deal with additional shares of the Company
and make or grant offers, agreements and options
during and after the relevant period, not exceeding
the aggregate of 20% of the aggregate nominal
amount of the issued share capital of the Company,
otherwise than pursuant to i) a rights issue;
or ii) any option scheme or similar arrangement;
or iii) an issue of shares in the Company or
iv) the exercise of the conversion rights or
v) any scrip dividend pursuant to the Articles
of Association
5.C Approve to extend the general mandate granted Mgmt For *
to the Directors of the Company to allot, issue
and deal with any additional shares of the
Company pursuant to Resolution 5.B, by an amount
representing the aggregate nominal amount of
the share capital repurchased by the Company
pursuant to Resolution 5.A, provided that such
amount does not exceed 10% of the aggregate
nominal amount of the issued share capital
of the Company at the date of passing this
resolution
5.D Approve that the authorized share capital of Mgmt For *
the Company be increased from HKD 4,000,000,000
to HKD 5,200,000,000 by the creation of 600,000,000
additional new ordinary shares of HKD 2.00
each ranking in all respects pari passu with
the existing shares in the Company
S.6 Amend the Articles of Association of the Company: Mgmt For *
a) by deleting a definition in Article 2 and
substituting it with new one; b) by deleting
some words in Article 16 and substituting with
new one; c) by deleting some words in Article
43 and substituting with new one; d) by adding
some words in Article 80; e) by inserting new
Article 89A immediately after Article 89; f)
by deleting some words in Article 106(a) and
substituting with new one; g) by deleting the
existing Article 107(d) in its entirety and
substituting with a new one; h) by deleting
the existing Article 107(e) in tis entirety
and substituting with a new one; i) by deleting
the existing Article 107(g) in its entirety
and substituting with a new one; j) by deleting
the existing Article 107(h) in its entirety
and substituting with a new one; k) by deleting
the existing Article 107(i) in its entirety
and substituting with a new one; l) by deleting
the existing Article 107(j) in its entirety
and substituting with a new one; m) by deleting
the existing Article 107(k) in its entirety
and substituting with a new one; n) by deleting
the existing Article 120 in its entirety and
substituting with a new one; o) by deleting
some words in Article 122 and substituting
with new one; p) by deleting some words in
Article 182(a); q) by adding a new Article
182(c) immediately after 182(b)
- --------------------------------------------------------------------------------------------------------------------------
HONG KONG & CHINA GAS CO LTD Agenda Number: 700689562
- --------------------------------------------------------------------------------------------------------------------------
Security: Y33370100
Meeting Type: AGM
Meeting Date: 04-May-2005
Ticker:
ISIN: HK0003000038
- --------------------------------------------------------------------------------------------------------------------------
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 Mgmt For *
3. Re-elect the Directors Mgmt For *
4. Re-appoint PricewaterhouseCoopers as the Auditors Mgmt For *
of the Company to hold office from the conclusion
of this meeting until the conclusion of the
next AGM and authorize the Directors to fix
their remuneration
5. Approve the each Director s fee at the rate Mgmt For *
of HKD 130,000 per annum and in the case of
Chairman and additional fee as the rate of
HKD 130,000 per annum
6.I Authorize the Directors to purchase shares in Mgmt For *
the capital of the Company during the relevant
period, subject to and in accordance with all
applicable laws and regulations, not exceeding
10% of the aggregate nominal amount of the
issued share capital; Authority expires the
earlier of the conclusion of the next AGM or
the expiration of the period within which the
next AGM is to be held by law
6.II Authorize the Directors of the Company to allot, Mgmt Against *
issue and deal with additional shares in the
capital of the Company and make or grant offers,
agreements and options during and after the
relevant period, not exceeding 20% of the aggregate
nominal amount of the issued share capital
of the Company otherwise than pursuant to a
rights issue; 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
6.III Approve, conditional upon the passing of Resolutions Mgmt For *
6(I) and 6(II), to extend the general mandate
granted to the Directors to allot, issue and
deal with the shares pursuant to Resolution
6(II), by an amount representing the aggregate
nominal amount of the share capital repurchased
pursuant to Resolution 6(I), provided that
such amount does not exceed 10% of the aggregate
nominal amount of the issued share capital
of the Company at the date of passing this
resolution
6S.IV Amend the Articles of Association by changing Mgmt For *
words from Article 70 and replacing with new
words, replacing Article 95 and 96 entirely
with new one
- --------------------------------------------------------------------------------------------------------------------------
HONG KONG EXCHANGES AND CLEARING LTD Agenda Number: 700658959
- --------------------------------------------------------------------------------------------------------------------------
Security: Y3506N105
Meeting Type: AGM
Meeting Date: 12-Apr-2005
Ticker:
ISIN: HK0388009489
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and approve the audited accounts for Mgmt For *
the YE 31 DEC 2004 together with the reports
of the Directors and the Auditors thereon
2. Declare a final dividend Mgmt For *
3.I Elect Dr. Bill C.P. Kwok as the Director Mgmt For *
3.II Elect Mr. Vincent K.H. Lee as a Director Mgmt For *
4. Re-appoint the Auditors and authorize the Directors Mgmt For *
to fix their remuneration
5. Authorize the Directors of the Company, to repurchase Mgmt For *
shares of the 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
and the Stock Exchange for this purpose under
the Hong Kong Code on share repurchases for
such purposes, subject to and in accordance
with all applicable laws and/or requirements
of the Rules Governing the Listing of Securities
on the Stock Exchange or of any stock exchange
as amended from time to time, 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
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. Approve that a remuneration of HKD 240,000 be Mgmt For *
paid to each of the Non-Executive Directors
of HKEx at the conclusion of the next AGM of
HKEx for the period from the conclusion of
this meeting to the conclusion of the next
AGM of HKEx, provided that such remuneration
be paid in proportion to the period of service
in the case if a Director who has not served
the entire period
7. Approve, conditional upon the passing of Resolution Mgmt For *
8 and the approval of the Securities and Futures
Commission to the proposed amendments to the
Articles of Association referred to therein,
the terms of office of the following Directors
be fixed as follows: a) the terms of office
of Messrs Dannis J.H. Lee and Mr. David M.
Webb shall continue uninterrupted and expire
at the conclusion of the AGM of the Company
in 2006; b) the terms of office of Messrs John
E. Strickland and Oscar S.H. Wong shall continue
uninterrupted and expire at the conclusion
of the AGM of the Company to in 2007
S.8 Amend, subject to the written approval of the Mgmt For *
Securities and Futures Commission pursuant
to Section 67 of the Securities and Futures
Ordinance by: a) adding some words in Article
2 of the Articles of Association of HKEx; b)
deleting Article 63 of the Articles of Association
of HKEx and replace it with a new Article;
c) deleting the Article 90 of the Articles
of Association entirely and replacing with
a new one; d) deleting Article 92 of the Articles
of Association entirely and replacing it with
a new Article; e) deleting Article 93 of the
Articles of Association of HKEx entirely and
replacing it with a new Article; f) deleting
Article 99(1) of the Articles of Association
of HKEx entirely and replacing it with a new
Article
- --------------------------------------------------------------------------------------------------------------------------
HUTCHISON WHAMPOA LTD Agenda Number: 700704819
- --------------------------------------------------------------------------------------------------------------------------
Security: Y38024108
Meeting Type: AGM
Meeting Date: 19-May-2005
Ticker:
ISIN: HK0013000119
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and approve the statement of audited Mgmt For *
accounts and the reports of the Directors and
the Auditors for the YE 31 DEC 2004
2. Declare a final dividend Mgmt For *
3.1 Elect Mr. Li Tzar Kuoi, Victor as a Director Mgmt For *
3.2 Elect Mr. Kin-Ning, Canning as a Director Mgmt For *
3.3 Elect Mr. Kam Hing Lam as a Director Mgmt For *
3.4 Elect Mr. Holger Kluge as a Director Mgmt For *
3.5 Elect Mr. Wong Chung Hin as a Director Mgmt For *
4. Appoint the Auditors and authorize the Directors Mgmt For *
to fix their remuneration
5.1 Authorize the Director to issue and dispose Mgmt Against *
of an additional ordinary shares of the Company
not exceeding 20% of the existing issued ordinary
share capital of the Company
5.2 Authorize the Director of the Company, during Mgmt For *
the relevant period, to repurchase ordinary
shares of HKD 0.25 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, not exceeding 10% of the aggregate
nominal amount of the ordinary share capital
of the Company in issue at the date of this
resolution; Authority expires at 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 Approve the Directors, to issue and dispose Mgmt For *
of additional ordinary shares, pursuant to
Ordinary Resolution No.1, to add of an amount
representing the aggregate nominal amount of
the ordinary share capital of the Company repurchased
by the Company under the authority granted
pursuant to Ordinary Resolution No.2, provided
that such amount shall not exceed 10% of the
aggregate nominal amount of the issued ordinary
share capital of the Company at the date of
this resolution
- --------------------------------------------------------------------------------------------------------------------------
HUTCHISON WHAMPOA LTD Agenda Number: 700704833
- --------------------------------------------------------------------------------------------------------------------------
Security: Y38024108
Meeting Type: EGM
Meeting Date: 19-May-2005
Ticker:
ISIN: HK0013000119
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve, with effect from the conclusion of Mgmt Against *
the meeting at which this resolution is passed,
the rules of the Share Option Scheme of Hutchison
Telecommunications International Limited a
subsidiary of the Company whose securities
are listed on the Main Board of The Stock Exchange
of Hong Kong Limited and New York Stock Exchange,
Incorporation HTIL Share Option Scheme and
authorize the Directors of the Company, acting
together, individually or by Committee, to
approve any amendments to the rules of the
HTIL Share Option Scheme as may be acceptable
or not objected to by The Stock Exchange of
Hong Kong Limited, and to take all such steps
as may be necessary, desirable or expedient
to carry into effect the HTIL Share Option
Scheme subject to and in accordance with the
terms thereof with effect from the conclusion
of the meeting at which this resolution is
passed
- --------------------------------------------------------------------------------------------------------------------------
HYUNDAI MTR CO Agenda Number: 700640952
- --------------------------------------------------------------------------------------------------------------------------
Security: Y38472109
Meeting Type: AGM
Meeting Date: 04-Mar-2005
Ticker:
ISIN: KR7005380001
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the balance sheet, income statement Mgmt For *
and statement of appropriation of unappropriated
retained earnings
2. Elect the Directors Mgmt For *
3. Elect the Member of Auditors Committee Mgmt For *
4. Approve the limit of remuneration for Directors Mgmt Split 48% For 52% Against *
5. Approve the partial amendment to the Articles Mgmt Split 48% For 52% Against *
of Incorporation
- --------------------------------------------------------------------------------------------------------------------------
IMPERIAL TOBACCO GROUP PLC Agenda Number: 700627372
- --------------------------------------------------------------------------------------------------------------------------
Security: G4721W102
Meeting Type: AGM
Meeting Date: 01-Feb-2005
Ticker:
ISIN: GB0004544929
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the accounts for the FYE 30 SEP 2004, Mgmt For *
together with the Directors and the Auditors
reports thereon
2. Receive the Directors remuneration report for Mgmt For *
the FYE 30 SEP 2004, together with the Auditors
report thereon
3. Declare the final dividend for the FYE 30 SEP Mgmt For *
2004 of 35 pence per ordinary share of 10 pence
each payable on 18 FEB 2005 to those shareholders
on the register at the close of business on
21 JAN 2004
4. Re-elect Mr. A.G.L. Alexander as a Director Mgmt For *
of the Company
5. Re-elect Mr. D.C. Bonham as a Director of the Mgmt For *
Company
6. Re-elect Mr. G. Davis as a Director of the Company Mgmt For *
7. Re-elect Mr. R. Dyrbus as a Director of the Mgmt For *
Company
8. Re-elect Ms. S. Murray as a Director of the Mgmt For *
Company
9. Re-appoint PricewaterhouseCoopers LLP as the Mgmt For *
Auditors of the Company until the conclusion
of the next general meeting at which the accounts
are laid before the Company
10. Authorize the Directors to set the remuneration Mgmt For *
of the Auditors
11.a Authorize the Company, in accordance with Section Mgmt For *
347C of the Companies Act the Act , to make
donations to EU political organization and
to incur EU political expenditure not exceeding
GBP 25,000 in total as defined in Section 347A
of the Act; Authority expires the earlier
of the conclusion of the next AGM of the Company
in 2006 or 01 AUG 2006 ;
11.b Authorize the Imperial Tobacco Limited, in accordance Mgmt For *
with Section 347D of the Companies the Act,
to make donations to EU political organization
and to incur EU political expenditure not exceeding
GBP 25,000 in total as defined in Section 347A
of the Act; Authority expires the earlier
of the conclusion of the next AGM to be held
in 2006 or 01 AUG 2006
11.c Authorize the Imperial Tobacco International Mgmt For *
Limited, in accordance with Section 347D of
the Companies the Act, to make donations to
EU political organization and to incur EU political
expenditure not exceeding GBP 25,000 in total
as defined in Section 347A of the Act; Authority
expires the earlier of the conclusion of the
next AGM to be held in 2006 or 01 AUG 2006
11.d Authorize Van nelle Tabak Nederland B.V. incorporated Mgmt For *
in Netherlands , being a wholly owned subsidiary
of the Company, in accordance with Section
347D of the Companies the Act, to make donations
to EU political organization and to incur EU
political expenditure not exceeding GBP 25,000
in total as defined in Section 347A of the
Act; Authority expires the earlier of the
conclusion of the next AGM to be held in 2006
or 01 AUG 2006
11.e Authorize John Players & Sons Limited, being Mgmt For *
a wholly owned subsidiary of the Company, in
accordance with Section 347D of the Companies
the Act, to make donations to EU political
organization and to incur EU political expenditure
not exceeding GBP 25,000 in total as defined
in Section 347A of the Act; Authority expires
the earlier of the conclusion of the next AGM
to be held in 2006 or 01 AUG 2006
11.f Authorize Reemtsma Cigarettenfabriken GmbH Mgmt For *
incorporated in Germany , being a wholly owned
subsidiary of the Company, in accordance with
Section 347D of the Companies the Act, to make
donations to EU political organization and
to incur EU political expenditure GBP 25,000
in total as defined in Section 347A of the
Act; Authority expires the earlier of the
conclusion of the next AGM to be held in 2006
or 01 AUG 2006
11.g Authorize Ets L. Lacroix Fils NV/SA incorporated Mgmt For *
in Belgium , being a wholly owned subsidiary
of the Company, in accordance with Section
347D of the Companies the Act, to make donations
to EU political organization and to incur EU
political expenditure not exceeding GBP 25,000
in total as defined in Section 347A of the
Act; Authority expires the earlier of the
conclusion of the next AGM to be held in 2006
or 01 AUG 2006
12. Approve and adopt the rules of the Imperial Mgmt For *
Tobacco International Sharesave Plan the Sharesave
Plan as specified and authorize the Directors
to make any amendments to the Plan that they
consider necessary or appropriate to implement
the Sharesave Plan and comply with or take
account of taxation, exchange control or securities
laws or regulations in any jurisdiction in
which the Sharesave Plan is or is intended
to operate including amendments to obtain the
approval of any tax authority
13. Approve the rules of the Imperial Tobacco Group Mgmt For *
Share Matching Scheme
14. Approve the rules of the Imperial Tobacco Group Mgmt For *
Long Term Incentive Plan
15. Authorize the Directors, for the purpose of Mgmt For *
Section 80 of the Companies Act 1985, to allot
relevant securities Section 80(2) up to an
aggregate nominal amount of GBP 24,300,000;
Authority expires the earlier at the conclusion
of the next AGM of the Company or 01 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.16 Authorize the Directors, in relation to a sale Mgmt For *
of shares which is an allotment of equity securities
by virtue of Section 94(3A) of the Act as if
in the first Paragraph of this resolution the
words subject to the passing of Resolution
15 were omitted, to allot equity securities
Section 94 for cash pursuant to the authority
conferred by Resolution 15, or otherwise in
the case of treasury shares 162(3) of the
Act , 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, open offer and other pro rata issue
in favor of holders of equity securities where
the equity securities respectively attributable
to the interest of all such holders are proportionate
to the respective number of equity securities
held by them but subject to such exclusions
or other arrangements as the Directors may
deem necessary or expedient in relation to
the fractional entitlements, treasury shares
or any legal or practical problems arising
under the laws of territory or the requirements
of any regulatory body or any stock exchange
in any territory; b) up to an aggregate nominal
amount of GBP 3,645,500 5% of the issued share
capital ; Authority expires the earlier of
the conclusion of the next AGM of the Company
or 01 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
S.17 Authorize the Company, for the purpose of Section Mgmt For *
166 of the Companies Act 1985, to make market
purchases Section 163(3) of up to 72,900,000
ordinary shares of 10 pence each in the capital
of the Company, at a minimum price of 10 pence
exclusive of expenses and up to an amount
equal 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 01 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 Non-Voting No vote
AGENDA. IF YOU HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
INCO LIMITED Agenda Number: 932275490
- --------------------------------------------------------------------------------------------------------------------------
Security: 453258402
Meeting Type: Special
Meeting Date: 20-Apr-2005
Ticker: N
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GLEN A. BARTON Mgmt For For
ANGUS A. BRUNEAU Mgmt For For
RONALD C. CAMBRE Mgmt For For
SCOTT M. HAND Mgmt For For
JANICE K. HENRY Mgmt For For
CHAVIVA M. HOSEK Mgmt For For
PETER C. JONES Mgmt For For
JOHN T. MAYBERRY Mgmt For For
DAVID P. O'BRIEN Mgmt For For
ROGER PHILLIPS Mgmt For For
JAMES M. STANFORD Mgmt For For
02 APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Mgmt For For
THE AUDITORS.
03 RECONFIRMATION OF THE COMPANY S SHAREHOLDER Mgmt Against Against
RIGHTS PLAN.
04 APPROVAL OF THE COMPANY S 2005 KEY EMPLOYEES Mgmt Against Against
INCENTIVE PLAN.
05 ON SUCH OTHER BUSINESS AS MAY PROPERLY COME Mgmt Abstain Against
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF
- --------------------------------------------------------------------------------------------------------------------------
INCO LTD Agenda Number: 700668900
- --------------------------------------------------------------------------------------------------------------------------
Security: 453258402
Meeting Type: MIX
Meeting Date: 20-Apr-2005
Ticker:
ISIN: CA4532584022
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Receive the Company s financial statements for Non-Voting No vote
the YE 31 DEC 2004 and the Auditors report
thereon
1.1 Elect Mr. Glen A. Barton as a Director Mgmt For *
1.2 Elect Mr. Angus A. Bruneau, O.C. as a Director Mgmt For *
1.3 Elect Mr. Ronald C. Cambre as a Director Mgmt For *
1.4 Elect Mr. Scott M. Hand as a Director Mgmt For *
1.5 Elect Ms. Janice K. Henry as a Director Mgmt For *
1.6 Elect Dr. Chaviva M. Hosek as a Director Mgmt For *
1.7 Elect Mr. Peter C. Jones as a Director Mgmt For *
1.8 Elect Mr. John T. Mayberry as a Director Mgmt For *
1.9 Elect Mr. David P. O. Brien as a Director Mgmt For *
1.10 Elect Mr. Roger Phillips, O.C., S.O.M as a Director Mgmt For *
1.11 Elect Mr. James M. Stanford, O.C as a Director Mgmt For *
2. Appoint PricewaterhouseCoopers LLP as the Auditors Mgmt For *
of the Company for the term expiring at the
Company s annual meeting in 2006
3. Approve the continued existence of the rights Mgmt Against *
agreement, as amended and restated the Amended
and Restated Rights Agreement and the rights
therein and approve and ratify the Amended
and Restated Rights Agreement by the shareholders
of the Company
4. Approve the Company s 2005 Key Employees Incentive Mgmt Against *
Plan
Transact such other business Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
ING GROEP NV Agenda Number: 700661146
- --------------------------------------------------------------------------------------------------------------------------
Security: N4578E413
Meeting Type: AGM
Meeting Date: 26-Apr-2005
Ticker:
ISIN: NL0000303600
- --------------------------------------------------------------------------------------------------------------------------
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 19 APR 2005. SHARES CAN BE TRADED
THEREAFTER. THANK YOU
PLEASE NOTE THAT THIS IS AN OGM. THANK YOU Non-Voting No vote
1. Opening and announcements Mgmt Abstain *
2.A Receive the report of Board of Management and Mgmt Abstain *
the Supervisory Board for 2004
2.b Approve the profit retention and Distribution Mgmt Abstain *
Policy
3.a Approve the annual accounts for 2004 Mgmt For *
3.b Approve the dividend for 2004 Mgmt For *
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 Mgmt For *
and performance shares 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 *
9. Grant authority to acquire certificates of Mgmt For *
shares in its own capital
10. Any other business and closure Other Abstain *
- --------------------------------------------------------------------------------------------------------------------------
INTERCONTINENTAL HOTELS GROUP PLC Agenda Number: 700680487
- --------------------------------------------------------------------------------------------------------------------------
Security: G4803W111
Meeting Type: AGM
Meeting Date: 01-Jun-2005
Ticker:
ISIN: GB00B03NF665
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the Company s financial statements for Mgmt For *
the YE 31 DEC 2004, together with the reports
of the Directors and the Auditors
2. Approve the Directors remuneration report for Mgmt For *
the YE 31 DEC 2004
3. Declare a final dividend on the ordinary shares Mgmt For *
4.a Appoint Mr. Andrew Cosslett as a Director of Mgmt For *
the Company
4.b Appoint Mr. David Kappler as a Director of the Mgmt For *
Company
4.c Re-appoint Mr. Robert C. Larson as a Director Mgmt For *
of the Company
4.d Re-appoint Mr. Richard Hartamn as a Director Mgmt For *
of the Company
4.e Re-appoint Mr. Ralph Kugler as a Director of Mgmt For *
the Company
4.f Re-appoint Mr. Richard Solomons as a Director Mgmt For *
of the Company
5. Re-appoint Ernst & young LLP as the Auditors Mgmt For *
of the Company to hold the office until the
conclusion of the next general meeting at which
accounts are to be laid before the Company
6. Authorize the Audit Committee of the Board to Mgmt For *
agree the Auditors remuneration
7. Authorize the Company and any Company that is Mgmt For *
or becomes a subsidiary of the Company during
the period to which the resolution relates,
for the purposes of Part XA of the Companies
Act 1985, to: i make donations to EU Political
Organizations; or ii incur EU Political Expenditure;
in an aggregate amount not exceeding GBP 100,000
during the period ending on the date of the
AGM in 2006
8. Authorize the Directors, pursuant to, and in Mgmt For *
accordance with, Section 80 of the Companies
Act 1985 and within the terms of Article 13
of the Articles of Association of the Company
to exercise, up to an aggregate nominal amount
of GBP 225,019,783; Authority expires at the
earlier of conclusion of the next AGM of the
Company or 01 SEP 2006
S.9 Authorize the Directors, in substitution for Mgmt For *
all previous authorities, pursuant to any authority
for the time being in force under Section 80
of the Companies Act 1985, authority relates
to the allotment of equity securites rather
than the sale of the treasury shares with
in the terms of Article 13 of the Articles
of Associations of the Company; disapplying
the statutory pre-emption rights Section 89(1)
of the Companies Act : i) in connection with
a rights issue; ii) and in connection with
a rights issue, up to an aggregate nominal
amount of GBP 33,752,967; Authority expires
the earlier of the next AGM of the Company
or 01 SEP 2006 ; and the Directors may make
allotments of equity securitites shall include
a sale of treasury shares
S.10 Authorize the Company, subject to and in accordance Mgmt For *
with Article 10 of the Company s Articles of
Association, to make market purchases Section
163(3) of the Companies Act 1985 of up to
90,349,461 ordinary shares of 112 pence each
in the capital of the Company, at a minimum
price of 112 pence and not more than 105% above
average of the middle market quotations for
an ordinary share 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 01 SEP 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
- --------------------------------------------------------------------------------------------------------------------------
INTERCONTINENTAL HOTELS GROUP PLC Agenda Number: 932244433
- --------------------------------------------------------------------------------------------------------------------------
Security: 458573102
Meeting Type: Special
Meeting Date: 10-Dec-2004
Ticker: IHG
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 CONSOLIDATION OF SHARE CAPITAL Mgmt For For
02 AUTHORITY TO PURCHASE OWN SHARES Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
INTERCONTINENTAL HOTELS GROUP PLC, LONDON Agenda Number: 700616571
- --------------------------------------------------------------------------------------------------------------------------
Security: G4803W103
Meeting Type: EGM
Meeting Date: 10-Dec-2004
Ticker:
ISIN: GB0032612805
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve that, subject to and conditional upon Mgmt For *
admission of the new ordinary shares to the
official list of the United Kingdom Listing
Authority and to trading on the London Stock
Exchange, all the ordinary shares of GBP 1
each in the capital of the Company whether
issued or unissued shall be sub-divided into
new ordinary shares of 4 pence each in the
capital of the Company Intermediate Shares
; and all the Intermediate Shares that are
unissued shall be consolidated into new ordinary
shares of 112 pence each in the capital of
the Company Unissued New Ordinary Shares ,
where such consolidated would result in a fraction
of an unissued ordinary share, that number
of the intermediate shares which would constitute
such fraction shall be cancelled pursuant to
Section 121(2)(e) of the Companies Act 1985;
and all the intermediate shares that are in
issue shall be consolidated into new ordinary
shares of 112 pence each in the capital of
the Company New Ordinary Shares , where such
consolidation results in any member being entitled
to a fraction of a new ordinary share and such
fraction shall be aggregated with the fractions
of a new ordinary shares to which other members
of the Company; and authorize the Directors
of the Company to sell on behalf of the relevant
members, all the new ordinary shares representing
such fractions at the best price reasonably
obtain by any person and to distribute the
proceeds of sale net of expenses in due proportion
among the relevant members; and authorize any
Director of the Company to execute an instrument
of transfer in respect of such shares on behalf
of the relevant members and to do all acts
and things they consider necessary or expedient
to effect the transfer of such shares to, or
in accordance with the directions of any buyer
of any such shares
S.2 Authorize the Company, subject to the passing Mgmt For *
of Resolution 1, and for the purpose of Section
166 of the Companies Act 1985, to make market
purchases Section 163 of the Companies Act
1985 of new ordinary shares up to 93,189,655,
at a minimum price which may be paid is the
nominal value of such 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 the earlier of the
conclusion of the next AGM of the Company or
10 MAR 2006 , and 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 Non-Voting No vote
AGENDA. IF YOU HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
JAPAN RETAIL FUND INVESTMENT CORP, TOKYO Agenda Number: 700717981
- --------------------------------------------------------------------------------------------------------------------------
Security: J27544105
Meeting Type: AGM
Meeting Date: 24-May-2005
Ticker:
ISIN: JP3039710003
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Amend Articles to: Limit Legal Liability of Mgmt For *
Executive Directors and Supervisory
Directors - Amend Investment Objectives Clause
2.1 Elect Executive Director Mgmt For *
2.2 Elect Supervisory Director Mgmt For *
2.3 Elect Supervisory Director Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
JAPAN TOBACCO INC Agenda Number: 700740574
- --------------------------------------------------------------------------------------------------------------------------
Security: J27869106
Meeting Type: AGM
Meeting Date: 24-Jun-2005
Ticker:
ISIN: JP3726800000
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve Allocation of Income, Including the Mgmt For *
Following Dividends: Interim JY 5000, Final
JY 7000, Special JY 1000
2.1 Elect Director Mgmt For *
2.2 Elect Director Mgmt For *
3 Appoint Internal Statutory Auditor Mgmt For *
4 Approve Retirement Bonuses for Director and Mgmt For *
Statutory Auditor
- --------------------------------------------------------------------------------------------------------------------------
JFE HOLDINGS INC Agenda Number: 700747869
- --------------------------------------------------------------------------------------------------------------------------
Security: J2817M100
Meeting Type: AGM
Meeting Date: 28-Jun-2005
Ticker:
ISIN: JP3386030005
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve Appropriation of Profits: Term-End Dividend Mgmt For *
- Ordinary Dividend JPY 45
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 *
4.1 Appoint a Corporate Auditor Mgmt Against *
4.2 Appoint a Corporate Auditor Mgmt Against *
5. Approve Provision of Retirement Allowance for Mgmt Against *
Directors and Corporate Auditors
- --------------------------------------------------------------------------------------------------------------------------
JS GROUP CORP Agenda Number: 700749293
- --------------------------------------------------------------------------------------------------------------------------
Security: J9011R108
Meeting Type: AGM
Meeting Date: 23-Jun-2005
Ticker:
ISIN: JP3626800001
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve Allocation of Income, Including the Mgmt For *
Following Dividends: Interim JY 20, Final
JY 20, Special JY 0
2 Approve Payment of Annual Bonuses to Directors Mgmt For *
3 Amend Articles to: Authorize Public Announcements Mgmt For *
in Electronic Format
4.1 Elect Director Mgmt For *
4.2 Elect Director Mgmt For *
4.3 Elect Director Mgmt For *
4.4 Elect Director Mgmt For *
4.5 Elect Director Mgmt For *
4.6 Elect Director Mgmt For *
4.7 Elect Director Mgmt For *
4.8 Elect Director Mgmt For *
4.9 Elect Director Mgmt For *
5 Approve Retirement Bonus for Director Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
K K DAVINCI ADVISORS, TOKYO Agenda Number: 700663378
- --------------------------------------------------------------------------------------------------------------------------
Security: J3409L104
Meeting Type: AGM
Meeting Date: 30-Mar-2005
Ticker:
ISIN: JP3505850002
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve Allocation of Income, with No Dividends Mgmt For *
2 Amend Articles to: Expand Business Lines Mgmt For *
3.1 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
4 Appoint Internal Statutory Auditor Mgmt For *
5 Approve Adjustment to Aggregate Compensation Mgmt For *
Ceiling for Directors
- --------------------------------------------------------------------------------------------------------------------------
KENNEDY-WILSON JAPAN, TOKYO Agenda Number: 700657755
- --------------------------------------------------------------------------------------------------------------------------
Security: J3236Y105
Meeting Type: AGM
Meeting Date: 24-Mar-2005
Ticker:
ISIN: JP3281630008
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve Allocation of Income, Including the Mgmt For *
Following Dividends: Interim JY 0, Final
JY 1500, Special JY 0
2 Amend Articles to: Change Company Name to Kenedix Mgmt For *
Inc. - Expand Business Lines
3 Elect Director Mgmt For *
4 Appoint Internal Statutory Auditor Mgmt For *
5 Approve Executive Stock Option Plan Mgmt Against *
6 Approve Adjustment to Aggregate Compensation Mgmt For *
Ceiling for Directors and Statutory
Auditors
- --------------------------------------------------------------------------------------------------------------------------
KEYENCE CORP Agenda Number: 700740396
- --------------------------------------------------------------------------------------------------------------------------
Security: J32491102
Meeting Type: AGM
Meeting Date: 17-Jun-2005
Ticker:
ISIN: JP3236200006
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve Allocation of Income, Including the Mgmt Against *
Following Dividends: 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 *
4 Approve Retirement Bonus for Statutory Auditor Mgmt For *
5 Approve Adjustment to Aggregate Compensation Mgmt For *
Ceiling for Directors
- --------------------------------------------------------------------------------------------------------------------------
KIA MOTORS CORP Agenda Number: 700647122
- --------------------------------------------------------------------------------------------------------------------------
Security: Y47601102
Meeting Type: AGM
Meeting Date: 11-Mar-2005
Ticker:
ISIN: KR7000270009
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the 61st financial statement balance Mgmt Against *
sheet, income statement and retained earnings
statements
2. Appoint the Directors Mgmt Against *
3. Approve the remuneration limit for the Directors Mgmt Against *
- --------------------------------------------------------------------------------------------------------------------------
KONINKLIJKE AHOLD NV Agenda Number: 700694739
- --------------------------------------------------------------------------------------------------------------------------
Security: N0139V100
Meeting Type: AGM
Meeting Date: 18-May-2005
Ticker:
ISIN: NL0000331817
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Opening Non-Voting No Action *
2. Approve the report of the Executive Board Mgmt No Action *
3. Approve the report 2004 Mgmt No Action *
4. Approve the composition of the Supervisory Board Mgmt No Action *
5. Approve the remuneration of the Supervisory Mgmt No Action *
Board
6. Grant authority to issue shares and the exclusion Mgmt No Action *
preemptive rights
7. Grant authority to acquire shares Mgmt No Action *
8. Any other items Other No Action *
9. Closing Non-Voting No Action *
- --------------------------------------------------------------------------------------------------------------------------
KONINKLIJKE NUMICO NV Agenda Number: 700653579
- --------------------------------------------------------------------------------------------------------------------------
Security: N56369239
Meeting Type: EGM
Meeting Date: 18-Mar-2005
Ticker:
ISIN: NL0000375616
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Opening Non-Voting No Action *
2. Approve the take over, Mellin Mgmt No Action *
3.1 Authorize the Board of Directors to issue shares Mgmt No Action *
3.2 Authorize the Board of Directors to decide about Mgmt No Action *
exclusion of preferential rights
4. Questioning Mgmt No Action *
5. Closure Non-Voting No Action *
- --------------------------------------------------------------------------------------------------------------------------
KONINKLIJKE NUMICO NV Agenda Number: 700696137
- --------------------------------------------------------------------------------------------------------------------------
Security: N56369239
Meeting Type: AGM
Meeting Date: 11-May-2005
Ticker:
ISIN: NL0000375616
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT BLOCKING CONDITIONS ARE RELAXED. Non-Voting No Action *
BLOCKING IS LIMITED TO THE PERIOD BETWEEN THE
CUT-OFF DATE SET TO 28 APR 2005 AND ONE DAY
FOLLOWING THE REGISTRATION DATE SET TO 06 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 THEREAFTER. THANK YOU
1. Opening. Non-Voting No Action *
2. Report of the Supervisory Board and Executive Non-Voting No Action *
Board for the year 2004.
3.A Adoption of Annual Accounts 2004; With reference Mgmt No Action *
to the report of the Supervisory Board included
in the 2004 Annual Report, the Supervisory
Board proposes to adopt the Annual Accounts
2004 as presented in the Annual Report 2004.
3.B Discharge of the Executive Board; Proposal to Mgmt No Action *
discharge the members of the Executive Board
for its management of the company.
3.C Discharge of the Supervisory Board; Proposal Mgmt No Action *
to discharge the members of the Supervisory
Board for supervising the management of the
company by the Executive Board.
4. Profit allocation and dividend policy of the Non-Voting No Action *
company; Numico currently has a negative shareholders
equity position, preventing the company -
under Dutch Law - to pay any dividend. Once
the level of shareholders equity has sufficiently
been restored, Numico intends to resume dividend
payments based on a dividend payout ratio that
will be aligned with the growth profile of
the company and with relevant peers. Subject
to the closing of the Mellin acquisition approved
by the Extraordinary Meeting of Shareholders
on March 18, 2004 and barring unforeseen circumstances
the company expects to have a positive equity
position during the second half of 2005.
5. Appointment of the auditor; In compliance with Mgmt No Action *
Article 28, Clause 1 of the company s Articles
of Association, PricewaterhouseCoopers Accountants
N.V. has been instructed to audit the 2004
Annual Accounts, as prepared by the Executive
Board, in accordance with the provisions of
Article 393, Clause 3, Book 2 of the Civil
Code. In line with the recommendation of the
Audit Committee the Supervisory Board proposes
to appoint PricewaterhouseCoopers Accountants
N.V. as the auditor for the year 2005.
6. Corporate Governance; Explanation of the Corporate Non-Voting No Action *
Governance statement in the 2004 Annual Report.
In The Netherlands, the Corporate Governance
Code (the Code) became effective as of January
1, 2004. The Supervisory Board and the Executive
Board have adopted an open and transparent
approach to the application of the Code. Numico
s objective is to enhance shareholder s interests
in the company. In the Annual Report for 2003
Numico already explained its compliance with
the Code and this was also discussed in de
Annual General Meeting of Shareholders in
May 2004. Numico fully complies with the Code.
This item is put on the agenda just for discussion
purposes. Reference is also made to the Corporate
Governance Statement in the Annual Report 2004.
7. Remuneration Supervisory Board; The Supervisory Mgmt No Action *
Board refers to the remuneration report included
in the Annual Report 2004. It is proposed to
adjust the annual compensation of the Supervisory
Board members to the following level: for the
chairman EUR 70,000, for the members EUR 50,000
and for a chairman of a committee EUR 8,000
additionally. These adjustments reflect the
increased responsibility and exposure of the
Supervisory Board.
8.A Composition of the Executive Board; In accordance Mgmt No Action *
with the Dutch Corporate Governance Code (the
Code) the Executive Board and the Supervisory
Board have decided to comply with the best
practice provision that states that Executive
Board members are appointed for a term of four
years. As a result, the Executive Board members
have set up a rotation scheme in order to avoid
resignation of all members at the same time.
Accordingly, Mr. Jan Bennink, Mr. Jean-Marc
Huet and Mr. Ajai Puri were re-appointed in
2004. The three other members of the Board
will be nominated for re-appointment in this
meeting. The Supervisory Board nominates Mr.
Chris Britton to the Annual General Meeting
of Shareholders for re-appointment to the
Executive Board for a term of four years. Chris
Britton s biography is shown in the Annual
Report and is posted on the website. Mr. Britton
was appointed as president of the Baby Food
division in February 2003. The Selection and
Nomination Committee has recommended the Supervisory
Board to nominate Mr. Britton for re-appointment.
Since his appointment as president of the
Baby Food division in 2003, he has driven this
division to significantly improved results
and major steps have been taken to continue
this high performance. The Supervisory Board
proposes his reappointment. Mr. Britton holds
no shares in the company. For his participation
in stock option programmes, reference is made
to the Annual Report 2004.
8.B Composition of the Executive Board; In accordance Mgmt No Action *
with the Dutch Corporate Governance Code (the
Code) the Executive Board and the Supervisory
Board have decided to comply with the best
practice provision that states that Executive
Board members are appointed for a term of four
years. As a result, the Executive Board members
have set up a rotation scheme in order to avoid
resignation of all members at the same time.
Accordingly, Mr. Jan Bennink, Mr. Jean-Marc
Huet and Mr. Ajai Puri were re-appointed in
2004. The three other members of the Board
will be nominated for re-appointment in this
meeting. The Supervisory Board nominates Mr.
Rudy Mareel to the General Meeting of Shareholders
for re-appointment to the Executive Board for
a term of four years. Mr. Rudy Mareel s biography
is shown in the Annual Report and is posted
on the website. Mr. Mareel was appointed as
president of the Clinical Nutrition division
in May 2003. The Selection and Nomination Committee
has recommended the Supervisory Board to nominate
Mr. Mareel for re-appointment. Since his appointment,
Mr. Mareel has managed his division very successfully
by reshaping the division into an innovative
and focused organisation, which successfully
builds on the improved marketing and sales
strategy. The Supervisory Board proposes his
reappointment. Mr. Mareel holds 3,316 shares
in the company. For his participation in stock
option programmes, reference is made to the
Annual Report 2004.
8.C Composition of the Executive Board; In accordance Mgmt No Action *
with the Dutch Corporate Governance Code (the
Code) the Executive Board and the Supervisory
Board have decided to comply with the best
practice provision that states that Executive
Board members are appointed for a term of four
years. As a result, the Executive Board members
have set up a rotation scheme in order to avoid
resignation of all members at the same time.
Accordingly, Mr. Jan Bennink, Mr. Jean-Marc
Huet and Mr. Ajai Puri were re-appointed in
2004. The three other members of the Board
will be nominated for re-appointment in this
meeting. The Supervisory Board nominates Mr.
Niraj Mehra to the Annual General Meeting of
Shareholders for re-appointment to the Executive
Board for a term of four years. Mr. Niraj Mehra
s biography is shown in the Annual Report and
is posted on the website. Mr. Mehra was appointed
as president of Operations in October 2002.
The Selection and Nomination Committee has
recommended the Supervisory Board to nominate
Mr. Mehra for re-appointment. Mr. Mehra has
since his appointment, successfully managed
a complete restructuring of operations, including
very successful cost saving projects which
provide huge market investments opportunities.
The Supervisory Board proposes his reappointment.
Mr. Mehra holds no shares in the company. For
his participation in stock option programmes,
reference is made to the Annual Report 2004.
9.A Composition of the Supervisory Board; The Supervisory Mgmt No Action *
Board nominates Mr. Steven Schuit to the Annual
General Meeting of Shareholders for appointment
to the Supervisory Board for a term of four
years. As indicated last year, the Supervisory
Board intends to nominate new members given
the growing importance of the position of the
Supervisory Board and to comply with the obligations
of the Supervisory Board towards stakeholders
in the company. The Supervisory Board, recommended
by the Selection and Appointment Committee,
nominates Mr. Steven Schuit for appointment
as he fully meets the requirements for this
position and fits into the profile of the Supervisory
Board. Mr. Steven Schuit is 62 years and has
Dutch nationality. Until May 1, 2005, Mr. Schuit
was partner of Allen & Overy, specialised in
corporate finance. He is Professor International
Commercial and Financial Law at the University
of Utrecht and founder and member of the Board
of the Grotius Academy. Upon his appointment,
Mr. Schuit will not be independent according
to the Code. The law firm, of which he was
a partner, has performed advisory work for
the company in the year prior to Mr. Schuit
s appointment. The Supervisory Board proposes
to appoint Mr. Schuit as a member of the Supervisory
Board.
9.B Composition of the Supervisory Board; The Supervisory Mgmt No Action *
Board nominates Mr. Marco Fossati to the Annual
General Meeting of Shareholders for appointment
to the Supervisory Board for a term of four
years. Subject to the closing of the Mellin
acquisition approved by the Extraordinary Meeting
of Shareholders on March 18, 2004, the Supervisory
Board recommended by the Selection and Appointment
Committee nominates Mr. Fossati for appointment
as he fully meets the requirements for this
position. He also fits into the profile of
the Supervisory Board. Mr. Marco Fossati is
46 years and has Italian nationality. Mr. Fossati
s current position is President of the Findim
Group SA. Additional positions held are President
of Star Stabilimento Alimentare S.p.A. and
member of the Board of IFIL S.p.A. Mr. Fossati
currently holds no shares, but subject to the
closing of the Mellin acquisition, he will
(indirectly) hold 6,711,409 shares. The Supervisory
Board proposes to appoint Mr. Fossati as a
member of the Supervisory Board taken into
account that the appointment will become effective
at the closing of the acquisition of Mellin.
10.A Authority of the Executive Board to issue ordinary Mgmt No Action *
shares; Authorisation of the Executive Board
- subject to the approval of the Supervisory
Board - to issue ordinary shares. The Supervisory
Board proposes that the Executive Board be
authorised for a period of 18 months commencing
on May 12, 2005 and ending on November 11,
2006, to issue shares - subject to the approval
of the Supervisory Board - to a maximum of
10 % of the issued share capital for financing
and to cover personnel share options, and an
additional 10% for financing acquisitions or
mergers.
10.B Authority of the Executive Board to issue ordinary Mgmt No Action *
shares; Authorisation of the Executive Board
- subject to the approval of the Supervisory
Board - to exclude pre-emptive rights. The
Supervisory Board proposes that the Executive
Board be authorised for a period of 18 months
commencing on May 12, 2005 and ending on November
11, 2006, - subject to the approval of the
Supervisory Board - to limit or exclude pre-emptive
rights for shareholders in case of the issuance
of shares based on the sub 10 a) formulated
authorisation.
11. Authority of the Executive Board to buy back Mgmt No Action *
own shares; The Supervisory Board proposes
that the Executive Board be authorised, for
a period of 18 months, commencing on May 12,
2005 and ending on November 11, 2006 to provide
for the company to buy back its own shares
on the Stock Exchange or otherwise (as referred
to in Article 10 of the Articles of Association
of the Company). The maximum number of shares
to be acquired equals the number of shares
allowed by Law. The price limit should be between
the par value of the shares and the Official
Price of the shares at Euronext Amsterdam
N.V., plus 10%. The Stock Exchange price equals
the average of the highest price of the Numico
shares as listed in the Officiele Prijscourant
(Official Price List) of Euronext Amsterdam
N.V. for five successive trading days, immediately
preceding the day of purchase.
12. Any other business. Non-Voting No Action *
13. Closing. Non-Voting No Action *
- --------------------------------------------------------------------------------------------------------------------------
KOOKMIN BANK Agenda Number: 932233238
- --------------------------------------------------------------------------------------------------------------------------
Security: 50049M109
Meeting Type: Special
Meeting Date: 29-Oct-2004
Ticker: KB
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPOINTMENT OF EXECUTIVE DIRECTORS Mgmt For
02 APPROVAL OF THE GRANTED STOCK OPTION Mgmt For
- --------------------------------------------------------------------------------------------------------------------------
KOOKMIN BANK Agenda Number: 700590640
- --------------------------------------------------------------------------------------------------------------------------
Security: Y4822W100
Meeting Type: EGM
Meeting Date: 29-Oct-2004
Ticker:
ISIN: KR7060000007
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Elect a regular Director Mgmt For *
2. Elect the Auditor s Committee Member who is Mgmt Abstain *
not an External Director
3. Approve the allowance of stock options Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
KOOKMIN BANK Agenda Number: 932270135
- --------------------------------------------------------------------------------------------------------------------------
Security: 50049M109
Meeting Type: Annual
Meeting Date: 18-Mar-2005
Ticker: KB
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A APPROVAL OF NON-CONSOLIDATED FINANCIAL STATEMENTS Mgmt No Action
FOR THE FISCAL YEAR 2004: BALANCE SHEET; INCOME
STATEMENT; AND STATEMENT OF RETAINED EARNINGS
(DISPOSITION OF ACCUMULATED DEFICIT)
B APPOINTMENT OF DIRECTORS Mgmt For
C APPOINTMENT OF AN AUDIT COMMITTEE MEMBER CANDIDATE, Mgmt For
WHO IS AN EXECUTIVE DIRECTOR (STANDING AUDIT
COMMITTEE MEMBER)
D APPOINTMENT OF AUDIT COMMITTEE MEMBER CANDIDATES, Mgmt For
WHO ARE NON-EXECUTIVE DIRECTORS
E APPROVAL OF PREVIOUSLY GRANTED STOCK OPTIONS Mgmt For
- --------------------------------------------------------------------------------------------------------------------------
KOOKMIN BANK Agenda Number: 700640154
- --------------------------------------------------------------------------------------------------------------------------
Security: Y4822W100
Meeting Type: AGM
Meeting Date: 18-Mar-2005
Ticker:
ISIN: KR7060000007
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the balance sheet, income statement Mgmt For *
and the statement of appropriation of unappropriated
retained earnings
2. Elect the Directors Mgmt For *
3. Elect the nominees for Member of Auditor Committee Mgmt Against *
who are not outside Directors
4. Elect the nominees for Member of Auditor Committee Mgmt For *
who are outside Directors
5. Approve the Stock Option for staff Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
KUEHNE + NAGEL INTERNATIONAL AG, NAGEL INTERNATIONAL AG Agenda Number: 700695426
- --------------------------------------------------------------------------------------------------------------------------
Security: H4673L137
Meeting Type: AGM
Meeting Date: 02-May-2005
Ticker:
ISIN: CH0012541816
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting No Action *
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No Action *
MEETING NOTICE SENT UNDER MEETING 221733, 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.
1. Approve the annual report, the annual accounts Mgmt No Action *
and the consolidated accounts of the Group
2004
2. Approve the appropriation of the balance profit Mgmt No Action *
3. Grant discharge to the Members of the Board Mgmt No Action *
of Directors and the Management
4. Elect the Board of Directors Mgmt No Action *
5. Approve the creation of authorized capital and Mgmt No Action *
amend the Articles of Incorporation
6. Elect the Auditors and the Group Auditors Mgmt No Action *
- --------------------------------------------------------------------------------------------------------------------------
MAN AG, MUENCHEN Agenda Number: 700703122
- --------------------------------------------------------------------------------------------------------------------------
Security: D51716104
Meeting Type: AGM
Meeting Date: 03-Jun-2005
Ticker:
ISIN: DE0005937007
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the financial statements and annual Mgmt Abstain *
report for the FY 2004, along 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 154,392,000 as follows: payment
of a dividend of EUR 1.05 per ordinary share;
payment of a dividend of EUR 1.05 per preference
share ex-dividend and payable date: 06 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. Authorize the Board of Managing Directors, with Mgmt For *
the consent of the Supervisory Board, to increase
the share capital by up to EUR 188,211,200
through the issue of new bearer no par shares
against payment in cash and/or kind, on or
before 02 JUN 2010; shareholders shall be granted
subscription rights, except for the granting
of such rights to bondholders, for an amount
of up to 10% of the share capital if the new
shares are issued at a price not materially
below the market price of identical shares,
for residual amounts, and for a capital increase
against payment in kind
6. Authorize the Board of Managing Directors, with Mgmt For *
the consent of the Supervisory Board, to issue
bonds of up to EUR 1,500,000,000 having a term
of up to 20 years and conferring convertible
or option rights for new shares of the Company,
on or before 02 JUN 2010; shareholders shall
be granted subscription rights, except for
the issue of bonds at a price not materially
below their theoretical market value, for residual
amounts, and for the granting of such rights
to other bond holders; the share capital shall
be increased accordingly by up to EUR 76,800,000
through the issue of new bearer no par shares,
insofar as convertible or option rights are
exercised
7. Authorize the Board of Managing Directors to Mgmt For *
acquire ordinary and/or preference shares of
the Company of up to 10% of the share capital,
at prices not deviating more than 20% from
the market price of the shares, on or before
02 DEC 2006; the shares may be sold at a price
not materially below their market price, used
for acquisition purposes or to satisfy existing
convertible or option rights, and retired
8. Amend the Articles of Association regarding Mgmt For *
shareholders wishing to attend the shareholder
meeting being required to register within the
statutory registration period and to provide
evidence of their entitlement to vote
9. Appoint KPMG, Munich as the Auditors for the Mgmt For *
FY 2005
10.1 Elect Proffesor Dr. rer. pol. Renate Koecher Mgmt For *
as a Member of the Supervisory Board
10.2 Elect Mr. Michael Behrendt as a Member of the Mgmt For *
Supervisory Board
10.3 Elect Mr. Dr. Ing. Herbert H. Demel as a Member Mgmt For *
of the Supervisory Board
10.4 Elect Mr. Klaus Eberhardt as a Member of the Mgmt For *
Supervisory Board
10.5 Elect Mr. Dr. rer nat Hubertus von Gruenberg Mgmt For *
as a Member of the Supervisory Board
10.6 Elect Mr. Dr. jur Karl-Ludwig Kley as a Member Mgmt For *
of the Supervisory Board
10.7 Elect Mr. Prof. Dr.Ing, Dr. h.c. mult, Dr.-Ing. Mgmt For *
E.h. mult. Joachim Milberg as the Member's
of the Supervisory Board
10.8 Elect Mr. Dr.-Ing. E.h. Rudolf Rupprecht as Mgmt For *
a Member of the Supervisory Board
10.9 Elect Mr. Prof. Dr. Ing, Dr. h.c. Ekkehard D. Mgmt For *
Schulz as the Member's of the Supervisory Board
10.10 Elect Mr. Dr. rer. nat. Hanns-Helge Stechl as Mgmt For *
a Member of the Supervisory Board
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.
- --------------------------------------------------------------------------------------------------------------------------
MANULIFE FINANCIAL CORPORATION Agenda Number: 932271303
- --------------------------------------------------------------------------------------------------------------------------
Security: 56501R106
Meeting Type: Annual
Meeting Date: 05-May-2005
Ticker: MFC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
KEVIN E. BENSON Mgmt For For
JOHN M. CASSADAY Mgmt For For
LINO J. CELESTE Mgmt For For
GAIL C. A. COOK-BENNETT Mgmt For For
DOMINIC D'ALESSANDRO Mgmt For For
THOMAS P. D'AQUINO Mgmt For For
RICHARD B. DEWOLFE Mgmt For For
ROBERT E. DINEEN, JR. Mgmt For For
PIERRE Y. DUCROS Mgmt For For
ALLISTER P. GRAHAM Mgmt For For
THOMAS E. KIERANS Mgmt For For
LORNA R. MARSDEN Mgmt For For
ARTHUR R. SAWCHUK Mgmt For For
HUGH W. SLOAN, JR. Mgmt For For
GORDON G. THIESSEN Mgmt For For
MICHAEL H. WILSON Mgmt For For
02 APPOINTMENT OF ERNST & YOUNG LLP AS AUDITORS Mgmt For For
03 SHAREHOLDER PROPOSAL NO. 1 Shr Against For
04 SHAREHOLDER PROPOSAL NO. 2 Shr Against For
05 SHAREHOLDER PROPOSAL NO. 3 Shr Against For
06 SHAREHOLDER PROPOSAL NO. 4 Shr Against For
07 SHAREHOLDER PROPOSAL NO. 5 Shr Against For
08 SHAREHOLDER PROPOSAL NO. 6 Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
MANULIFE FINL CORP Agenda Number: 700674624
- --------------------------------------------------------------------------------------------------------------------------
Security: 56501R106
Meeting Type: AGM
Meeting Date: 05-May-2005
Ticker:
ISIN: CA56501R1064
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Receive the consolidated financial statements Non-Voting No vote
of the Company for the YE 31 DEC 2004 together
with reports of the Auditor and the actuary
on those statements
1. Elect Messrs. Kevin E. Benson, John M. Cassaday, Mgmt For *
Lino J. Celeste, Gail C.A. Cook-Bennett, Dominic
D Alessandro, Thomas P. d Aquino, Richard
B. DeWolfe, Robert E. Dineen, Pierre Y. Ducros,
Allister P. Graham, Thomas E. Kierans, Lorna
R. Marsden, Arthur R. Sawchuk, Hugh W. Sloan,
Gordon G. Thiessen and Michael H. Wilson as
the Directors of the Company
2. Appoint Ernst & Young LLP as the Auditors of Mgmt For *
the Company
3. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shr Against *
PROPOSAL: Approve the Manulife Financial Corporation
limit to 10 the number of years during which
an Independent Director may sit on the Board
of Directors
4. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shr Against *
PROPOSAL: Approve that Manulife Financial Corporation
introduce a cumulative voting mechanism for
electing the Members of the Board of Directors,
thereby giving minority shareholders a much
more active role in appointing Directors.
5. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shr Against *
PROPOSAL: Approve that the Manulife Financial
Corporation replace the share option plan for
officers with a plan for granting restricted
shares that must be held for at least 2 years
6. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shr Against *
PROPOSAL: Approve that the candidates for the
Director must receive at least 75% support;
shareholders encourage the Board and Management
to apply industry-leading standards to all
matters relating to Corporate Governance;
in this context, all candidates for election
to the Board of Directors must henceforth earn
an A grade in the voting by the shareholders;
specically, no candidate shall be elected to
the Board of Directors unless that individual
receives the support of at least 75% of the
voting shareholders; this policy shall be implemented
in full compliance with the Insurance Companies
Act
7. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shr Against *
PROPOSAL: Approve that the Directors who change
principal occupation shall resign; it shall
be the policy of Manulife Financial Corporation
to require any Director who experiences a significant
change in principal occupation to resign as
soon as practical; a promotion within the
same Company shall not constitute a change
for the purpose of this policy ; a Director
who resigns may return to the Board if he or
she achieves the necessary level of support
from the voting shareholders at the next general
meeting; in order to ensure continuity in a
key role the Board shall have the discretion
to decline the resignation in the case of an
individual who has specific skills that Manulife
is relying upon, or who has been given a major
leadership position, such as chairing the Board
itself or the Audit Committee, a public statement
shall be issued to explain why any resignation
has been declined by the Board
8. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shr Against *
PROPOSAL: Approve the meaningful quorums: regardless
of any lower standards that might be allowed
in legislation, it is in the best interests
of all stakeholdersin Manulife Financial Corporation
to have a high level of participation in the
annual meeting; henceforth, the quorum for
the annual meeting shall be the participation
in person or by proxy of the owners of not
less than 50% of the common voting shares of
Manulife Financial Corporation MFC ; with
respect to the annual meeting of the voting
policyholders and sole shareholder of the Manufacturers
Life Insurance Company of which MFC is the
sole shareholder , MFC shall take the necessary
actions to raise the quorum to 10% of the voting
policyholders
Transact any other business Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
MEDIASET SPA Agenda Number: 700677202
- --------------------------------------------------------------------------------------------------------------------------
Security: T6688Q107
Meeting Type: OGM
Meeting Date: 27-Apr-2005
Ticker:
ISIN: IT0001063210
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No Action *
REACH QUORUM, THERE WILL BE A SECOND CALL ON
29 APR 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE
AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT
YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM
IS MET OR THE MEETING IS CANCELLED. THANK
YOU.
1. Approve the balance sheet report and consolidated Mgmt No Action *
balance sheet report as of 31 DEC 2004, the
Board of Directors Management report, Internal
Auditors report; resolutions related thereto
2. Authorize the Board of Directors to buy and Mgmt No Action *
sell own shares; consequent resolutions
3. Appoint External Auditors in order to audit Mgmt No Action *
the balance sheet and the consolidated balance
sheets reports and in order to audit the half-yearly
report for the three years term 2005/2007
4. Appoint the Internal Auditors and their Chairman; Mgmt No Action *
and approve to state their emoluments
- --------------------------------------------------------------------------------------------------------------------------
MERIDIAN GOLD INC Agenda Number: 700685134
- --------------------------------------------------------------------------------------------------------------------------
Security: 589975101
Meeting Type: MIX
Meeting Date: 10-May-2005
Ticker:
ISIN: CA5899751013
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Receive the consolidated financial statements Non-Voting No vote
of the Corporation for the FYE 31 DEC 2004
and the Auditors report on the consolidated
financial statements
1.1 Elect Mr. John A. Eckersley as a Director Mgmt For *
1.2 Elect Mr. Robert A. Horn as a Director Mgmt For *
1.3 Elect Mr. Brian J. Kennedy as a Director Mgmt For *
1.4 Elect Mr. Christopher R. Lattanzi as a Director Mgmt For *
1.5 Elect Mr. Malcolm W. MacNaught as a Director Mgmt For *
1.6 Elect Mr. Gerard E. Munera as a Director Mgmt For *
1.7 Elect Mr. Carl L. Renzoni as a Director Mgmt For *
2. Re-appoint KPMG LLP as the Auditors of the Corporation Mgmt For *
to hold office until the next AGM and authorize
of the Board of Directors to fix their remuneration
3. Approve that the Amended Shareholder Rights Mgmt Against *
Plan of the Corporation as specified and authorize
any Director or Officer of the Corporation
to execute and deliver all such documents as
may be necessary or desirable and do all such
things in order to implement the Amended Shareholder
Rights Plan
Transact any other business Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
MINEBEA CO LTD Agenda Number: 700737527
- --------------------------------------------------------------------------------------------------------------------------
Security: J42884130
Meeting Type: AGM
Meeting Date: 29-Jun-2005
Ticker:
ISIN: JP3906000009
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve Allocation of Income, Including the Mgmt For *
Following Dividends: Interim JY 0, 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 *
2.8 Elect Director Mgmt For *
2.9 Elect Director Mgmt For *
2.10 Elect Director Mgmt For *
3 Approve Retirement Bonuses for Directors Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
MITSUBISHI ESTATE CO LTD Agenda Number: 700743417
- --------------------------------------------------------------------------------------------------------------------------
Security: J43916113
Meeting Type: AGM
Meeting Date: 29-Jun-2005
Ticker:
ISIN: JP3899600005
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve Appropriation of Profits: Term-End Dividend Mgmt For *
- Ordinary Dividend JPY 4
2. Amend the Articles of Incorporation Mgmt For *
3.1 Elect a Director Mgmt Against *
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 *
4.1 Appoint a Corporate Auditor Mgmt Against *
4.2 Appoint a Corporate Auditor Mgmt Against *
- --------------------------------------------------------------------------------------------------------------------------
MITSUBISHI TOKYO FINANCIAL GROUP INC, TOKYO Agenda Number: 700748277
- --------------------------------------------------------------------------------------------------------------------------
Security: J44497105
Meeting Type: AGM
Meeting Date: 29-Jun-2005
Ticker:
ISIN: JP3902900004
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approval of the Proposed Appropriations of Mgmt For *
Retained Earnings and Other Capital Surplus
for the 4th business term
2. Partial Amendments to the Articles of Incorporation Mgmt For *
3. Approval of the Proposed Merger Agreement between Mgmt For *
the Company and UFJ Holdings, Inc
4.1 Election of Mr. Haruya Uehara as a Director Mgmt For *
4.2 Election of Mr. Nobuo Kuroyanagi as a Director Mgmt For *
4.3 Election of Mr. Yoshihiro Watanabe as a Director Mgmt For *
4.4 Election of Mr. Nobuyuki Hirano as a Director Mgmt For *
5.1 Election of Mr. Takeo Imai as a Corporate Auditor Mgmt For *
5.2 Election of Mr. Tsutomu Takasuka as a Corporate Mgmt For *
Auditor
6. Granting of Retirement Gratuities to Retiring Mgmt Against *
Directors and Corporate Auditors
- --------------------------------------------------------------------------------------------------------------------------
MITSUI FUDOSAN CO LTD Agenda Number: 700741576
- --------------------------------------------------------------------------------------------------------------------------
Security: J4509L101
Meeting Type: AGM
Meeting Date: 29-Jun-2005
Ticker:
ISIN: JP3893200000
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve Appropriation of Profits: Term-End Dividend Mgmt For *
- Ordinary Dividend 3.5 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 *
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 *
4. Appoint a Corporate Auditor Mgmt Against *
5. Approve Provision of Retirement Allowance for Mgmt Against *
a Director and a Corporate Auditor
- --------------------------------------------------------------------------------------------------------------------------
MOL MAGYAR OLAY-ES GAZIPARI RT Agenda Number: 700672125
- --------------------------------------------------------------------------------------------------------------------------
Security: X5462R112
Meeting Type: AGM
Meeting Date: 27-Apr-2005
Ticker:
ISIN: HU0000068952
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No Action *
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 Action *
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. Approve: the report of the Board of Directors Mgmt No Action *
on the 2004 business operations as prescribed
by the Accounting Act and receive the Corporate
reports parent co. and consolidated and distribution
of profit after taxation; the Auditors report
on the 2004 report, closing statement; report
of the Supervisory Board on the 2004 reports
and the proposal for the distribution of profit
after taxation; decision on the 2004 reports
of the Company as prescribed by the Accounting
Act parent co and consolidated taxation, amount
of dividend; and amend Article 24 of the Articles
of Association on the payment of dividend and
dividend payable on treasury shares
2. Appoint the Auditor and determine his remuneration Mgmt No Action *
3. Amend the Branch Offices, business premises Mgmt No Action *
and scope of activity of the Company and amend
the Article 4 business premises and branch
offices and Article 5 scope of activity
of the Articles of Association
4. Authorize the Board of Directors to increase Mgmt No Action *
the registered capital and amend Article 17D
of the Articles of Association
5. Amend the nominal value of the A series of shares Mgmt No Action *
and amend the Articles 7.2, 10.1, 10.1.4 and
17.D
6. Authorize the Board of Directors to acquire Mgmt No Action *
treasury shares
7. Amend the long-term incentive program of the Mgmt No Action *
Company and the remuneration of the Members
of the Board of Directors
8. Appoint the Member of the Supervisory Board Mgmt No Action *
delegated by the holder of B series of voting
preference share, determination of the remuneration
of the Members of the Supervisory Board
9. Approve the Charter of the Supervisory Board Mgmt No Action *
ATTENTION: IN ADDITION, WE ALSO DRAW THE ATTENTION Non-Voting No Action *
OF THE SHAREHOLDERS TO THE PROVISIONS OF THE
ARTICLE OF ASSOCIATION PURSUANT TO WHICH A
SHAREHOLDER WILL NOT BE ENTITLED TO EXERCISE
ITS VOTING RIGHT AS LONG AS SUCH SHAREHOLDER
WHEN REQUESTING - IN THE FORM OF A PUBLIC DOCUMENT
OR A PRIVATE DOCUMENT WITH FULL POWER OF ATTORNEY
- THE REGISTRATION INTO THE SHARE REGISTER
DOES NOT DECLARES WHETHER HE OR HE AND ANY
OTHER SHAREHOLDER BELONGING TO THE SAME SHAREHOLDER
GROUP HOLDS 2% OR MORE OF THE COMPANY S SHARES,
TOGETHER WITH THE SHARES REGARDING WHICH HE
ASKS FOR REGISTRATION. IF ANY SHAREHOLDER HOLDS
AT LEAST 2% OF THE COMPANY S SHARES, HE SHALL
BE OBLIGED TO REPORT THE COMPOSITION OF THE
SHAREHOLDER GROUP SPECIFIED UNDER ARTICLES
10.1.1 AND 10.1.2 OF THE ARTICLES OF ASSOCIATION.
PURSUANT TO THE ARTICLES OF ASSOCIATION IF
A SHAREHOLDER ASKING FOR REGISTRATION FAILS
TO COMPLY HEREWITH, OR IN CASE THERE IS A REASONABLE
GROUND TO ASSUME THAT A SHAREHOLDER MADE FALSE
REPRESENTATION REGARDING THE COMPOSITION OF
THE SHAREHOLDER GROUP ITS VOTING RIGHT WILL
BE SUSPENDED ANY TIME FURTHER ON AS WELL AND
THE SHAREHOLDER SHALL BE PREVENTED FROM EXERCISING
IT UNTIL FULL COMPLIANCE WITH SAID REQUIREMENTS.
A SAMPLE REPRESENTATION FORM IS PROVIDED TO
YOU AS PART OF THIS MEETING ANNOUNCEMENT VIA
HYPERLINK SHAREHOLDER INFORMATION . PLEASE
COMPLETE THIS REPRESENTATION FORM AND MAIL
IT TO THE ATTENTION OF YOUR CLIENT SERVICE
REPRESENTATIVE AT ADP. THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
MUENCHENER RUECKVERSICHERUNGS-GESELLSCHAFT AKTIENGESELLSCHAFT IN MUENCHEN, MUENC Agenda Number: 700665005
- --------------------------------------------------------------------------------------------------------------------------
Security: D55535104
Meeting Type: OGM
Meeting Date: 28-Apr-2005
Ticker:
ISIN: DE0008430026
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE BE ADVISED THAT "MUENCHENER RUECKVERSICHERUNGS-GESELLSCHAFT"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 financial statements and annual Mgmt Abstain *
report for the 2004 FY with the report of the
Supervisory Board, the group financial statements
and group annual report
2. Approve the appropriation of the distributed Mgmt For *
profit of EUR 459,160,466 as follows: payment
of a dividend of EUR 2 per entitled share EUR
2,121,652 shall be carried forward ex-dividend
and payable date: May to 19 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 to Mgmt For *
acquire shares of the 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
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; and authorize
the Board of Managing Directors to float the
shares on foreign stock exchanges, to use the
shares in connection with mergers and acquisitions,
to sell the shares to third parties against
cash payment if the shares are sold at a price
not materially below their market price, to
use the shares for the fulfillment of convertible
or option rights or as employee shares, and
to retire the shares
6. Authorize the Board of Managing Directors, with Mgmt For *
the consent of the Supervisory Board, to issue
bonds of up to EUR 3,000,000,000, conferring
convertible and/or option rights for shares
of the company, on or before 27 APR 2010 Shareholders
and granted subscription rights except for
residual amounts, for the granting of such
rights to bond holders, for the issue of bonds
conferring convertible and/or option rights
for shares of the company of up to 10% of its
share capital if such bonds are issued against
cash payment at a price not materially below
their theoretical market value, and for the
issue of bonds against payment in kind and
The Company's share capital shall be increased
accordingly by up to EUR 100,000,000 through
the issue of new bearer no-par shares, insofar
as convertible or option rights are exercised
contingent capital 2005 ; and amend the corresponding
Articles of Association
7. Amend the Articles of association in respect Mgmt For *
of the remuneration for Supervisory Board members
from the FY 2005 on, each member of the Supervisory
Board shall receive a fixed annual remuneration
of EUR 45,000, and a profit-related remuneration
of up to EUR 36,000, the Chairman shall receive
twice, the deputy chairman one and a half times,
this amount and each member of a committee
shall receive an additional 25% a committee
Chairman 50% of the fixed annual remuneration,
and the audit committee members shall receive
an attendance fee of EUR 2,000 for every committee
meeting which is not held on the same day as
a Supervisory Board meeting
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.
- --------------------------------------------------------------------------------------------------------------------------
MUTUAL FUND TRUST Agenda Number: 932242097
- --------------------------------------------------------------------------------------------------------------------------
Security: 62826N770
Meeting Type: Special
Meeting Date: 03-Feb-2005
Ticker: JINXX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM J. ARMSTRONG Mgmt No vote
ROLAND E. EPPLEY, JR. Mgmt No vote
JOHN F. FINN Mgmt No vote
DR. MATTHEW GOLDSTEIN Mgmt No vote
ROBERT J. HIGGINS Mgmt No vote
PETER C. MARSHALL Mgmt No vote
MARILYN MCCOY Mgmt No vote
WILLIAM G. MORTON, JR. Mgmt No vote
ROBERT A. ODEN, JR. Mgmt No vote
FERGUS REID, III Mgmt No vote
FREDERICK W. RUEBECK Mgmt No vote
JAMES J. SCHONBACHLER Mgmt No vote
LEONARD M. SPALDING, JR Mgmt No vote
02 TO APPROVE AGREEMENTS AND PLANS OF REORGANIZATION Mgmt No vote
PURSUANT TO WHICH EACH SERIES OF EACH JPMORGAN FUND
OTHER THAN THE JPMMFS FUNDS WOULD BE REORGANIZED AS
CORRESPONDING SERIES OF JPMMFS.
04 TO APPROVE THE AMENDMENT OF THE FUNDAMENTAL Mgmt No vote
INVESTMENT RESTRICTION OF THE FUNDS REGARDING
BORROWING MONEY.
- --------------------------------------------------------------------------------------------------------------------------
NATIONAL GRID TRANSCO PLC Agenda Number: 700563706
- --------------------------------------------------------------------------------------------------------------------------
Security: G6375K102
Meeting Type: AGM
Meeting Date: 26-Jul-2004
Ticker:
ISIN: GB0031223877
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the report and the accounts for the Mgmt For *
YE 31 MAR 2004 and the Auditors report on
the accounts
2. Declare a final dividend of 11.87 pence per Mgmt For *
ordinary share USD 1.0500 per American Depositary
Share for the YE 31 MAR 2004
3. Re-appoint Mr. Mike Jesaria as a Director Mgmt For *
4. Re-appoint Mr. Maria Richter as a Director Mgmt For *
5. Re-appoint Mr. James Ross as a Director Mgmt For *
6. Re-appoint Mr. John Grant as a Director Mgmt For *
7. Re-appoint Mr. Edward Astle as a Director Mgmt For *
8. Re-appoint PricewaterhouseCoopers LLP as the Mgmt For *
Company Auditor and authorize the Directors
to set their remuneration
9. Approve the Directors remuneration report for Mgmt For *
the YE 31 MAR 2004
10. Authorize the Directors, in substitution for Mgmt For *
any existing authority and pursuant to the
Section 80 of the Companies Act 1985 Act ,
to allot relevant securities Section 80(2)
up to an aggregate nominal amount of GBP 102,929,251;
Authority expires on 25 JUL 2009 ; 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.11 Authorize the Directors in substitution for Mgmt For *
any existing authority, and pursuant to Section
95 of the Act to allot equity securities Section
94(2) for cash pursuant to the authority conferred
by Resolution 10 and/or to sell the equity
securities held as treasury shares for cash
pursuant to the Section 162D of the Act, in
each case as if 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 15,439,387;
Authority expires on 25 JUL 2009 ; 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.12 Authorize the Directors to make market purchases Mgmt For *
Section 163(3) of the Act of up to 308,787,755
ordinary shares of 10 pence each, at a minimum
price of 10 pence and not more than 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
close 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.13 Amend the Articles of Association of the Company Mgmt For *
14. Approve the redemption of the special rights Mgmt For *
non-voting redeemable preference share of GBP
1 in the authorized share capital of the Company
be cancelled and the amount of the Company
s authorized capital be diminished accordingly
- --------------------------------------------------------------------------------------------------------------------------
NIKKO CORDIAL CORP Agenda Number: 700729443
- --------------------------------------------------------------------------------------------------------------------------
Security: J51656122
Meeting Type: AGM
Meeting Date: 23-Jun-2005
Ticker:
ISIN: JP3670000003
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve Share Consolidation Mgmt For *
2. Amend the Articles of Incorporation Mgmt Against *
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 *
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 *
3.12 Elect a Director Mgmt For *
4. Approve the issuance of Stock Acquisition Rights Mgmt For *
as Stock Option Scheme for Stock-Linked Compensation
Plan
Please note that the Issuer released an updated Non-Voting No vote
version of the Proxy Statement and Supplemental
Information for your reference. Investors
can access this revised material thru the corresponding
URL links. Thank you.
- --------------------------------------------------------------------------------------------------------------------------
NIPPON ELECTRIC GLASS CO LTD Agenda Number: 700763445
- --------------------------------------------------------------------------------------------------------------------------
Security: J53247110
Meeting Type: AGM
Meeting Date: 29-Jun-2005
Ticker:
ISIN: JP3733400000
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve Allocation of Income, Including the Mgmt For *
Following Dividends: Interim JY 6, Final
JY 3.50, Special JY 0
2 Amend Articles to: Reduce Maximum Board Size Mgmt For *
- Streamline Board Structure
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 *
3.7 Elect Director Mgmt For *
3.8 Elect Director Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
NIPPON MEAT PACKERS INC, OSAKA Agenda Number: 700753963
- --------------------------------------------------------------------------------------------------------------------------
Security: J54752142
Meeting Type: AGM
Meeting Date: 28-Jun-2005
Ticker:
ISIN: JP3743000006
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve Allocation of Income, Including the Mgmt For *
Following Dividends: Interim JY 0, Final
JY 16, 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 *
2.8 Elect Director Mgmt For *
2.9 Elect Director Mgmt For *
2.10 Elect Director Mgmt For *
2.11 Elect Director Mgmt For *
3 Approve Deep Discount Stock Option Plan Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
NISSAN MOTOR CO LTD Agenda Number: 700732666
- --------------------------------------------------------------------------------------------------------------------------
Security: J57160129
Meeting Type: AGM
Meeting Date: 21-Jun-2005
Ticker:
ISIN: JP3672400003
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve Appropriation of Profits: Final Dividend Mgmt For *
JY 12
2. Amend the Articles of Incorporation Mgmt For *
3. Approve the issuance of stock acquisition right Mgmt For *
without 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 *
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 Mgmt For *
Directors and Corporate Auditors
7. Amend the Compensation to be received by Corporate Mgmt For *
Officers
- --------------------------------------------------------------------------------------------------------------------------
NOMURA HOLDINGS INC Agenda Number: 700732642
- --------------------------------------------------------------------------------------------------------------------------
Security: J59009159
Meeting Type: AGM
Meeting Date: 28-Jun-2005
Ticker:
ISIN: JP3762600009
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Amend the Articles of Incorporation Mgmt For *
2. Approve the issuance of Stock Acquisition Rights Mgmt For *
as Stock Options on Favorable Conditions
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 *
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 *
- --------------------------------------------------------------------------------------------------------------------------
NTT URBAN DEVELOPMENT CORP, TOKYO Agenda Number: 700737591
- --------------------------------------------------------------------------------------------------------------------------
Security: J5940Z104
Meeting Type: AGM
Meeting Date: 22-Jun-2005
Ticker:
ISIN: JP3165690003
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve Allocation of Income, Including the Mgmt For *
Following Dividends: Interim JY 0, Final
JY 5000, Special JY 0
2 Amend Articles to: Introduce JASDEC Provisions Mgmt For *
3.1 Elect Director Mgmt For *
3.2 Elect Director Mgmt For *
3.3 Elect Director Mgmt For *
3.4 Elect Director Mgmt For *
4 Appoint Internal Statutory Auditor Mgmt Against *
5 Approve Retirement Bonuses for Directors and Mgmt Against *
Statutory Auditor
- --------------------------------------------------------------------------------------------------------------------------
OAO GAZPROM Agenda Number: 932230256
- --------------------------------------------------------------------------------------------------------------------------
Security: 368287108
Meeting Type: Special
Meeting Date: 16-Nov-2004
Ticker: OGZRY
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO EXCLUDE SECTIONS 43.3.-43.7. FROM THE CHARTER Mgmt For
OF OAO GAZPROM. TO AMEND SECTION 43.2. OF THE
CHARTER OF OAO GAZPROM TO READ AS FOLLOWS:
43.2 THE SHAREHOLDERS OF THE COMPANY ARE EXEMPTED
FROM THE OBLIGATION PROVIDED FOR UNDER SECTION
2 OF ARTICLE 80 OF THE FEDERAL LAW ON JOINT
STOCK COMPANIES.
- --------------------------------------------------------------------------------------------------------------------------
OAO GAZPROM Agenda Number: 932230256
- --------------------------------------------------------------------------------------------------------------------------
Security: 368287207
Meeting Type: Special
Meeting Date: 16-Nov-2004
Ticker: OGZPF
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO EXCLUDE SECTIONS 43.3.-43.7. FROM THE CHARTER Mgmt Against
OF OAO GAZPROM. TO AMEND SECTION 43.2. OF THE
CHARTER OF OAO GAZPROM TO READ AS FOLLOWS:
43.2 THE SHAREHOLDERS OF THE COMPANY ARE EXEMPTED
FROM THE OBLIGATION PROVIDED FOR UNDER SECTION
2 OF ARTICLE 80 OF THE FEDERAL LAW ON JOINT
STOCK COMPANIES.
- --------------------------------------------------------------------------------------------------------------------------
ORIX CORP Agenda Number: 700733733
- --------------------------------------------------------------------------------------------------------------------------
Security: J61933123
Meeting Type: AGM
Meeting Date: 21-Jun-2005
Ticker:
ISIN: JP3200450009
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Amend the Articles of Incorporation Mgmt For *
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 *
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 *
3. Approve the issuance of stock acquisition rights Mgmt For *
as Stock Options on Favorable Conditions
- --------------------------------------------------------------------------------------------------------------------------
PEARSON PLC Agenda Number: 700686059
- --------------------------------------------------------------------------------------------------------------------------
Security: G69651100
Meeting Type: AGM
Meeting Date: 29-Apr-2005
Ticker:
ISIN: GB0006776081
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the accounts of the Company and reports Mgmt For *
of the Directors of the Company Directors
and Auditors of the Company Auditors for
YE 31 DEC 2004
2. Declare a final dividend on the ordinary shares Mgmt For *
as recommended by the Directors
3. Re-elect Mr. Marjorie Scardino as a Director Mgmt For *
4. Re-elect Mr. Rona Fairhead as a Director Mgmt For *
5. Re-elect Mr. Patrick Cescau as a Director Mgmt For *
6. Re-elect Mr. Reuben Mark as a Director Mgmt For *
7. Re-elect Mr. Vernon Sankey as a Director Mgmt For *
8. Re-appoint Mrs. Susan Fuhrman as a Director Mgmt For *
9. Receive and approve the report on the Directors Mgmt For *
remuneration
10. Re-appoint PricewaterhouseCoopers LLP as the Mgmt For *
Auditors for the ensuing year
11. Authorize the Directors to determine the remuneration Mgmt For *
of the Auditors
12. Authorize the Directors, pursuant to the authority Mgmt For *
conferred on the Directors pursuant to Resolution
10 passed at the AGM of the Company held on
30 APR 2004 and subject to the passing of Resolution
13 as specified, to allot relevant securities
Section 80 of the Companies Act 1985 the
Act up to an aggregate nominal amount of
GBP 66,955,000; Authority expires at the end
of the next AGM of the Company after the date
of the passing of this resolution ; and the
Directors may allot relevant securities after
the expiry of this authority in pursuance of
such an offer or agreement made prior to such
expiry
13. Approve to increase the authorized ordinary Mgmt For *
share capital of the Company of GBP 295,500,000
by GBP 1,000,000 to GBP 296,500,000 by the
creation of 4,000,000 ordinary shares of 25p
each
S.14 Authorize the Board of Directors of the Company Mgmt For *
Board , pursuant to Section 95 of the Act,
to allot equity securities Section 94 of the
Act for cash pursuant to the authority conferred
by Resolution 12 or, if Resolution 12 is not
passed or does not become unconditional, pursuant
to the authority conferred by Resolution 10
passed at the AGM held on 30 APR 2004 , disapplying
Section 89(1) of the Act, provided that this
power is limited to the allotment of equity
securities a) in connection with an offer or
rights issue in favor of ordinary shareholders;
and b) up to an aggregate nominal amount of
GBP 10,040,000; Authority expires at the end
of the next AGM of the Company ; and authorize
the Directors to allot equity securities after
the expiry of this authority in pursuance of
such an offer or agreement made prior to such
expiry
S.15 Authorize the Company, pursuant to Article 9 Mgmt For *
of the Company s Articles, to make market purchases
Section 163(3) of the Act of up to 80,000,000
ordinary shares of 25p each in the capital
of the Company, at a minimum price of 25p per
share and not more than 105% of the average
of the market value for such shares derived
from the London Stock Exchange Daily Official
List, over the previous 5 business days; Authority
expires the earlier of the end of the next
AGM of the Company or 18 months ; the Company,
before the expiry, may make a contract to purchase
ordinary shares which will or may be executed
wholly or partly after such expiry
- --------------------------------------------------------------------------------------------------------------------------
PERNOD-RICARD Agenda Number: 700727463
- --------------------------------------------------------------------------------------------------------------------------
Security: F72027109
Meeting Type: EGM
Meeting Date: 30-Jun-2005
Ticker:
ISIN: FR0000120693
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve: the contribution in kind for the shares Mgmt No Action *
exchanged for the Pernod Ricard shares within
the scope of the scheme of arrangement, a maximum
of 140,031,645,570 shares of Class B of the
Allied Domecq Company which will be contributed
within the scope of the scheme of arrangement;
the valuation of the contribution, a total
maximum amount of EUR 2,053,200,000.00, corresponding
to an amount of EUR 0,0146624 per shares B
contributed; the consideration for the contribution,
0.0001264 Pernod Ricard share for 1 share B
contributed, it being said that for the shares
contributed in the main sector by the shareholders
of Allied Domecq, the remuneration will be
for one Allied Domecq share of 545 pence in
cash and 0.0158 Pernod Ricard share; this resolution
will be effective on the date the scheme of
arrangement comes into force
2. Approve, only if the scheme of arrangement has Mgmt No Action *
become effective, and effective on the date
the scheme of arrangement comes into force,
that: the capital of Pernod Ricard is increased
by a maximum amount of EUR 54,870,000.00 by
way of issuing a maximum number of 17,700,000
Pernod Ricard shares, the new shares will have
a nominal value of EUR 3.10 each, with a unit
contribution premium of EUR 112.90 fully paid-in,
bearing the same accruing dividend as the olds
hares, a global contribution premium of a maximum
amount of EUR 1,998,330,000.00, these new shares
shall give right to all the distributions of
income, premiums or reserves decided as of
their date of issue, as of their date of issue,
they will be considered similar to the old
shares of the same class, comprising the current
share capital, and will benefit from the same
rights, and bear the same charges; the said
created shares will be contributed to the former
holders of shares B, having chosen, within
the scope of the scheme of arrangement, to
receive Pernod Ricard shares, with a ratio
of 0.0001264 new share for 1 share of Class
B, it being said that for the shares contributed
in the main sector by the shareholders of Allied
Domecq, the remuneration will be for one Allied
Domecq share, 545 pence in cash and 0.0158
Pernod Ricard share; the new shares issued
will be entitled to dividends which will be
paid as of their date of issue; the amount
corresponding to the difference between the
tot al amount of the contribution and the total
amount of the share capital increase of Pernod
Ricard will be posted to the contribution premium
account; the Board of Directors may charge
the contribution and increase of the capital
costs against the contribution premium; this
resolution will be effective when the scheme
of arrangement comes into force
3. Amend, pursuant to the adoption of the above Mgmt No Action *
resolutions, the Article 6 of Association
capital stock in order to set the share capital
at EUR 218,500,651.10, increased of the total
par value of the Pernod Ricard shares issued
with use of the Resolution 2, i.e., 70,484,081
shares of the total number of Pernod Ricard
shares issued in accordance with Resolution
2
4. Authorize the Chairman and Managing Director Mgmt No Action *
of Pernod Ricard to take all necessary measures
and accomplish all necessary formalities and
in particular, to register that the scheme
arrangement has become effective and that the
suspensive condition of the contribution is
realized
5. Grant all powers to the bearer of a copy or Mgmt No Action *
an extract of the minutes of this meeting in
order to accomplish all formalities, filings
and registrations prescribed by Law
Verification Period: Registered Shares: 1 to Non-Voting No Action *
5 days prior to the meeting date, depends on
company s by-laws. Bearer Shares: 6 days prior
to the meeting date. French Resident Shareowners
must complete, sign and forward the Proxy Card
directly to the sub custodian. Please contact
your Client Service Representative to obtain
the necessary card, account details and directions.
The following applies to Non-Resident
Shareowners: Proxy Cards: ADP will forward
voting instructions to the Global Custodians
that have become Registered Intermediaries,
on ADP Vote Deadline Date. In capacity as
Registered Intermediary, the Global Custodian
will sign the Proxy Card and forward to the
local custodian. If you are unsure whether
your Global Custodian acts as Registered Intermediary,
please contact ADP. Trades/Vote Instructions:
Since France maintains a Verification Period,
for vote instructions submitted that have a
trade transacted (sell) for either the full
security position or a partial amount after
the vote instruction has been submitted to
ADP and the Global Custodian advises ADP of
the position change via the account position
collection process, ADP has a process in effect
which will advise the Global Custodian of the
new account position available for voting.
This will ensure that the local custodian is
instructed to amend the vote instruction and
release the shares for settlement of the sale
transaction. This procedure pertains to sale
transactions with a settlement date prior to
Meeting Date + 1
PLEASE NOTE THAT THE MEETING HELD ON 20 JUN Non-Voting No Action *
2005 HAS BEEN POSTPONED DUE TO LACK OF QUORUM
AND THAT THE SECOND CONVOCATION WILL BE HELD
ON 30 JUN 2005. PLEASE ALSO NOTE THE NEW CUTOFF
DATE 23 JUN 2005. IF YOU HAVE ALREADY SENT
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU
- --------------------------------------------------------------------------------------------------------------------------
PETRO-CANADA Agenda Number: 932282522
- --------------------------------------------------------------------------------------------------------------------------
Security: 71644E102
Meeting Type: Special
Meeting Date: 26-Apr-2005
Ticker: PCZ
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RON A. BRENNEMAN Mgmt For For
ANGUS A. BRUNEAU Mgmt For For
GAIL COOK-BENNETT Mgmt For For
RICHARD J. CURRIE Mgmt For For
CLAUDE FONTAINE Mgmt For For
PAUL HASELDONCKX Mgmt For For
THOMAS E. KIERANS Mgmt For For
BRIAN F. MACNEILL Mgmt For For
MAUREEN MCCAW Mgmt For For
PAUL D. MELNUK Mgmt For For
GUYLAINE SAUCIER Mgmt For For
JAMES W. SIMPSON Mgmt For For
02 APPOINTMENT OF DELOITTE & TOUCHE LLP AS AUDITORS Mgmt For For
OF THE COMPANY
03 A RESOLUTION AMENDING THE EMPLOYEE STOCK OPTION Mgmt For For
PLAN, AS SET OUT IN SCHEDULE A TO THE ACCOMPANYING
MANAGEMENT PROXY CIRCULAR
04 A RESOLUTION TO REPEAL BY-LAW NO. 2, AS SET Mgmt For For
OUT IN SCHEDULE B TO THE ACCOMPANYING MANAGEMENT
PROXY CIRCULAR
- --------------------------------------------------------------------------------------------------------------------------
PETROLEO BRASILEIRO S.A. - PETROBRAS Agenda Number: 932277545
- --------------------------------------------------------------------------------------------------------------------------
Security: 71654V408
Meeting Type: Special
Meeting Date: 31-Mar-2005
Ticker: PBR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPROVAL OF THE MANAGEMENT REPORT, THE FINANCIAL Mgmt No vote
STATEMENTS AND AUDIT COMMITTEE S OPINION FOR
THE FISCAL YEAR 2004.
02 APPROVAL OF THE CAPITAL EXPENDITURES BUDGET Mgmt No vote
FOR THE FISCAL YEAR 2005.
03 APPROVAL OF THE DISTRIBUTION OF RESULTS FOR Mgmt No vote
THE FISCAL YEAR 2004.
04 APPROVAL OF THE ELECTION OF MEMBERS TO THE BOARD Mgmt No vote
OF DIRECTORS, AUDIT COMMITTEE AND THEIR RESPECTIVE
SUBSTITUTES, TO VOTE IN THE SAME MANNER AS
THE MAJORITY OF THE SHAREHOLDERS AT THE MEETING.*
05 APPROVAL OF THE ELECTION OF THE CHAIRMAN OF Mgmt No vote
THE BOARD OF DIRECTORS.
06 APPROVAL OF THE ESTABLISHMENT OF THE COMPENSATION Mgmt No vote
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.
- --------------------------------------------------------------------------------------------------------------------------
PLACER DOME INC Agenda Number: 700668708
- --------------------------------------------------------------------------------------------------------------------------
Security: 725906101
Meeting Type: AGM
Meeting Date: 27-Apr-2005
Ticker:
ISIN: CA7259061017
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Receive the Corporation s annual report and Non-Voting No vote
the audited consolidated financial statements
for the YE 31 DEC 2004
1.1 Elect Mr. D.J. Carty as a Directors of the Corporation Mgmt For *
for the ensuring year
1.2 Elect Mr. G.B. Coulombe as a Directors of the Mgmt For *
Corporation for the ensuring year
1.3 Elect Mr. J.W. Crow as as a Directors of the Mgmt For *
Corporation for the ensuring year
1.4 Elect Mr. G. Farquharson as a Directors of the Mgmt For *
Corporation for the ensuring year
1.5 Elect Mr. R.M. Franklin as a Directors of the Mgmt For *
Corporation for the ensuring year
1.6 Elect Mr. D.S. Karpin as a Directors of the Mgmt For *
Corporation for the ensuring year
1.7 Elect Mr. A.R. McFarland as a Directors of the Mgmt For *
Corporation for the ensuring year
1.8 Elect Mr. H.C. Mather as a Directors of the Mgmt For *
Corporation for the ensuring year
1.9 Elect Mr. E.A. Parkinson-Marcoux as a Directors Mgmt For *
of the Corporation for the ensuring year
1.10 Elect Mr. V.F. Taylor III as a Directors of Mgmt For *
the Corporation for the ensuring year
1.11 Elect Mr. P.W. Tomsett as a Directors of the Mgmt For *
Corporation for the ensuring year
1.12 Elect Mr. W.G. Wilson as the Directors of the Mgmt For *
Corporation for the ensuring year
2 Re-appoint Ernst & Young LLP as the Auditors Mgmt For *
of the Corporation, to hold office until the
next annual meeting of shareholders
Transact any other business Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
POSCO Agenda Number: 700639606
- --------------------------------------------------------------------------------------------------------------------------
Security: Y70334100
Meeting Type: AGM
Meeting Date: 25-Feb-2005
Ticker:
ISIN: KR7005490008
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
214895 DUE TO 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. Approve the balance sheet, income statement Mgmt For *
and the statement of appropriation of unappropriated
retained earnings
2.1 Elect the outside Directors Mgmt For *
2.2 Elect the outside Directors who is Member of Mgmt For *
the Auditors Committee
2.3 Elect the Executive Directors Mgmt For *
3. Approve the remuneration limit of for the Directors Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
PROMISE CO LTD Agenda Number: 700733098
- --------------------------------------------------------------------------------------------------------------------------
Security: J64083108
Meeting Type: AGM
Meeting Date: 21-Jun-2005
Ticker:
ISIN: JP3833750007
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve Appropriation of Profits: Final Dividend Mgmt For *
JY 50, Commemorative Dividend JY 5
2. Amend the Articles of Incorporation Mgmt For *
3.1 Elect a Director Mgmt For *
3.2 Elect a Director Mgmt For *
4.1 Appoint a Corporate Auditor Mgmt For *
4.2 Appoint a Corporate Auditor Mgmt For *
5. Approve Provision of Retirement Allowance for Mgmt For *
Corporate Auditors
- --------------------------------------------------------------------------------------------------------------------------
PUBLICIS GROUPE SA Agenda Number: 700716028
- --------------------------------------------------------------------------------------------------------------------------
Security: F7607Z165
Meeting Type: MIX
Meeting Date: 01-Jun-2005
Ticker:
ISIN: FR0000130577
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Verification Period: Registered Shares: 1 to Non-Voting No Action *
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, Mgmt No Action *
the Supervisory Board and of its Chairwoman
and the general report of the Statutory Auditors;
approve the Corporate financial statements
and the balance sheet for the FY 2004, in the
form presented to the meeting
O.2 Approve the consolidated financial statements Mgmt No Action *
for the said FY in the form presented to the
meeting, showing profits of EUR 236,000,000.00
and a consolidated net income of EUR 210,000,000.00
o.3 Approve the recommendations of the Executive Mgmt No Action *
Committee and appropriate the 2004 profits
of EUR 418,107,784.00 as follows: to the legal
reserve for: EUR 1,267,112.00; to the global
dividend for: EUR 58, 641,318.00; carry forward
account: EUR 358,199,354.00; the shareholders
will receive a net dividend of EUR 0.30 per
share, and will entitle natural persons to
the 50% allowance; this dividend will be paid
on 05 JUL 2005
o.4 Grant permanent discharge to the Executive Committee Mgmt No Action *
for the performance of its duties during the
said FY
o.5 Grant permanent discharge to the Members of Mgmt No Action *
the Supervisory Board for the performance of
their duties during the said FY
o.6 Approve to award total annual fees of: EUR 5,000.00 Mgmt No Action *
to each one of the Supervisory Board's Member,
for each one of the meetings to which he, she
will have attended, EUR 5,000.00 to each one
of the Members of the Auditing Committee and
of the appointment and Remuneration Committee,
for each one of the meetings to which he, she
will have attended
o.7 Receive the special report of the Auditors on Mgmt No Action *
agreements governed by Article L. 225-86 of
the French Commercial Code and approve the
said report and the agreements referred to
therein
o.8 Approve to renew the term of office of Mr. Simon Mgmt No Action *
Badinter as Member of the Supervisory Board
for a period of 6 years
o.9 Ratify the appointment of Mr. Tateo Mataki as Mgmt No Action *
new Member of the Supervisory Board
o.10 Renew the term of office of Mazars ET Guerard Mgmt No Action *
as Statutory Auditor for a period of 6 years
o.11 Authorize the Executive Committee to buy back Mgmt No Action *
the Company's shares on the open market, as
per the following conditions: maximum purchase
price: EUR 35.00, minimum sale price: EUR 8.00,
maximum number of shares that may be acquired:
10% of the share capital; maximum amount liable
to be used for such repurchases: EUR 219,000,000.00;
Authority is given for 18 months ; authorize
the Executive Committee to take all necessary
measures and accomplish all necessary formalities;
the present delegation cancels and replaces,
for the unused portion thereof and the period
unused, the delegation set forth in Resolution
9 and given by the general meeting of 08 JUN
2004
o.12 Approve that the present delegation cancels Mgmt No Action *
and replaces, effective immediately for the
unused portion thereof and the period unused,
the delegation set forth in Resolution O.6
and given by the general meeting of 09 JAN
2002, to issue ordinary bonds or any similar
instruments
o.13 Approve that the present delegation cancels Mgmt No Action *
and replaces, for unused portion thereof and
the period unused, the delegation set forth
in Resolution O.18 and given by the combined
general meeting of 08 JUN 2004; authorize the
Executive Committee to proceed in one or more
transactions, in France or abroad, by a maximum
nominal amount of EUR 40,000,000.00 with the
issue, with the shareholders' preferred subscription
rights maintained, of shares, equity securities
or securities giving access or which can give
access to the capital or giving right to the
allotment of debt securities; Authority is
given for 26 months ; the nominal value of
debt securities issued shall not exceed EUR
900,000,000.00; this amount is common to all
debt securities, of which issue is granted
to the Executive Committee; and authorize the
Executive Committee to take all necessary measures
and accomplish all necessary formalities
o.14 Approve that the present delegation cancels Mgmt No Action *
and replaces, for the unused portion thereof
and the period unused, the delegation set forth
in Resolution 19 and given by the Combined
General Meeting of 08 JUN 2004; and authorize
the Executive Committee to proceed in one or
more transactions, in France or abroad, by
a maximum nominal amount of EUR 40,000,000.00,
with the issue; Authority is given for a period
of 26 months giving access to the capital
or giving right to the allotment of debt instruments;
the nominal value of securities issued shall
not exceed EUR 900,000,000.00; and authorize
the Executive Committee to take all necessary
measures and accomplish all necessary formalities
o.15 Authorize the Executive Committee, within the Mgmt No Action *
limit of 10% of the share capital per year,
with waiver of shareholders' pre-emptive rights,
to proceed with the issue of all common shares,
equity securities or securities giving or which
can give access to the Company's capital by
setting the issue price, according to the market
opportunities; delegate all powers to the Executive
Committee to take all necessary measures and
accomplish all necessary formalities
E.16 Authorize the Executive Committee to increase Mgmt No Action *
the share capital, in one or more transactions
and at its sole discretion, by a maximum nominal
amount of EUR 40,000,000.00, by way of capitalizing
reserves, profits or premiums, to be carried
out through the issue and allotment of bonus
shares; Authority is given for 26 months ;
and authorize the Executive Committee to take
all necessary measures and accomplish all necessary
formalities
o.17 Approve that the present delegation cancels Mgmt No Action *
and replaces, for the unused portion thereof
and the period unused, the delegation set forth
in Resolution 20 and given by the Combined
General Meeting of 08 JUN 2004; authorize the
Executive Committee to issue shares, equity
securities, or various securities up to a mamimum
nominal value of EUR 40,000,000.00; Authority
is given for a period of 26 months
o.18 Authorize the Executive Committee to proceed, Mgmt No Action *
with the issue of shares, equity securities
or various securities giving or which can give
access to the Company's share capital, within
the limit of 10% of the share capital in consideration
for the contributions in kind comprised of
equity securities or securities giving access
to share capital; Authority is given for a
period of 26 months
o.19 Approve that the Executive Committee may decide Mgmt No Action *
to increase the number of securities to be
issued in the event of a capital increase,
within 30 days of the closing of the subscription
period and within the limit of 15% of the initial
issue and at the same price as the one for
the initial issue; Authority is given for
26 months
o.20 Authorize the Executive Committee, in replacement Mgmt No Action *
of the unused portion of the delegation set
forth in Resolution 10 and given by the Combined
General Meeting of 09 JAN 2002, to to increase
the share capital, not exceeding EUR 2,800,000.00
in favor of the Company's employees or Companies
linked to the Company, who are Members of Company
Savings Plan; Authority is given for 26 months
E.21 Approve that the present delegation cancels Mgmt No Action *
and replaces, for the unissued portion thereof
and the period unused, the delegation set forth
in Resolution O.22 and given by the Combined
General Meeting of 08 JUN 2004; authorize the
Executive Committee to grant in one or more
transactions, to employees as well as to Officers,
or to certain of them, of the Company or of
the Companies or economic interest grouping
linked to it, 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 10% of the share
capital; Authority is given for a period of
26 months
o.22 Approve to set the global ceiling of capital Mgmt No Action *
increase which can result from all the issues
of shares, equity securities or various securities,
realized according to the delegations set forth
in the Resolutions O.13,O.14,O.15,O.16,O.17,O.18,O.19,O.20
and O.23, at a global nominal amount of EUR
40,000,000.00
o.23 Authorize the Executive Committee to proceed Mgmt No Action *
with allocations free of charge of Company's
existing ordinary shares or to be issued, in
favor of the certain employees, of the Officers,
provided that they shall not represent more
than 10% of the share capital; Authority is
given for a period of 38 months
o.24 Approve that all delegations given to the Executive Mgmt No Action *
Committee to issue shares or various securities
are cancelled when cash or stock tender offers
are in effect for the Company's shares, except
if it does not represent a risk for the public
offer
o.25 Grant all powers to the Executive Committee Mgmt No Action *
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 share capital;
Authority is given for a period of 26 months
o.26 Grant all powers to the bearer of a copy or Mgmt No Action *
an extract of the minutes of this meeting in
order to accomplish all formalities, filings
and registrations prescribed by law
- --------------------------------------------------------------------------------------------------------------------------
RECKITT BENCKISER PLC Agenda Number: 700689435
- --------------------------------------------------------------------------------------------------------------------------
Security: G7420A107
Meeting Type: AGM
Meeting Date: 05-May-2005
Ticker:
ISIN: GB0007278715
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Adopt the annual financial statements for the Mgmt For *
FY 2004, which ended on 31 DEC 2004 and the
reports of the Directors and Auditors thereon
2. Approve the Director s remuneration report and Mgmt For *
that part of the report of the Auditors which
reports thereon
3. Approve a final dividend of 18p per ordinary Mgmt For *
share be paid on 26 MAY 2005 to all ordinary
shareholders on the register at the close of
business on 04 MAR 2005
4. Re-elect Mr. Adrian Bellamy as a Director, who Mgmt For *
retires by rotation
5. Re-elect Mr. George Greener as a Director, under Mgmt For *
Combined Code provision A.7.2
6. Elect Mr. Graham Mackay as a Director Mgmt For *
7. Re-appoint PricewaterhouseCoopers LLP as Auditors Mgmt For *
of the Company to hold office until the conclusion
of the next AGM and authorize the Directors
to fix their remuneration
8. Authorize the Directors of the Company, in substitution Mgmt For *
for all existing authorities, to allot relevant
securities within the meaning of Section 80
of the Companies Act 1985 up to an aggregate
nominal amount of GBP 25,438,000 Authority
expires 5 years from the date of the passing
of this resolution ; and the Directors may
make allotments during the relevant period
which may be exercised after the relevant period
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, subject to the passing Mgmt For *
of Resolution 8 and pursuant to Section 95
of the Companies Act 1985, to allot equity
securities within the meaning of Section 94
of that Act for cash pursuant to the authority
conferred by the previous resolution and/or
where such allotment constitutes an allotment
of equity securities by virtue of section 94(3A)
of the said Act, disapplying the statutory
pre-emption rights Section 89(1) , provided
that this power is limited: a) to the allotment
of equity securities in connection with a rights
issue, open offer or other offers in favor
of ordinary shareholders and b) up to an aggregate
nominal value of GBP 3,815,000 Authority expires
the earlier of the conclusion of the AGM of
the Company and authorize the Directors to
allot equity securities after the expiry of
this authority in pursuance of such an offer
or agreement made prior to such expiry
S.10 Authorize the Company, pursuant to Article 7 Mgmt For *
of the Company s Articles of Association of
the Company as per Section 166 of the Companies
Act 1985, to make market purchases Section
163(3) of the Companies Act 1985 of ordinary
shares of 10 10/19p each in the capital of
the Company (a) the maximum number of ordinary
shares which may purchased is 72,500,000 ordinary
shares representing less than 10% of the Company
s issued ordinary share capital as at 06 MAR
2005 ; (b)the maximum price at which ordinary
shares may be purchased is an amount equal
to 5% above the average of the middle market
quotations for the ordinary shares as taken
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 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;
(d) ordinary shares cancelled immediately upon
completion of the purchase or transferred or
otherwise dealt with as treasury shares in
accordance with the provisions of the Companies
Act 1985
11. Approve a) the Reckitt Benckiser 2005 Savings-Related Mgmt For *
Share Option Plan, as specified in the Notice
of the 2005 AGM dated 06 APR 2005 and in the
form of the draft rules produced to the meeting
be and is hereby adopted and that the Directors
or a Committee of the Board of Directors be
authorized to do all acts and things necessary
or desirable to amend, implement or give effect
to the same including any consequential amendments
to obtain the approval of the Inland Revenue
under the provisions of Part 6, Chapter 7 and
Schedule 3 to the Income Tax (Earnings and
Pensions) Act 2003 and b) the Directors be
authorized to vote and be counted in the quorum
on any matter connected with the plan referred
to in paragraph a) of this resolution except
that a Director may not be counted in a quorum
or vote in respect of his own participation
and any prohibition on voting contained in
the Articles of Association of the Company
be and is hereby relaxed accordingly
12. Approve a) the Reckitt Benckiser 2005 Global Mgmt For *
Stock Profit Plan in the notice of the 2005
AGM dated 06 APR 2005, and in the form of the
draft rules produced to the meeting be adopted
and that the Directors, or a Committee of the
Board of Directors, be authorized to do all
acts and things necessary or desirable to amend,
implement or give effect to the same and b)
the Directors be authorized to vote and be
counted in the quorum on any matter connected
with the plan referred to in paragraph a) of
this resolution except that a Director may
not be counted in a quorum or vote in respect
of his own participation and any prohibition
on voting contained in the Articles of Association
of the Company be relaxed accordingly
13. Approve a) the Reckitt Benckiser 2005 USA Savings-Related Mgmt For *
Share Option Plan, in the Notice of the 2005
AGM dated 06 APR 2005, and in the form of the
draft rules produced to the meeting be adopted
and that the Directors be authorized to do
all acts and things necessary or desirable
to amend, implement, or give effect to the
same and (b) the Directors be authorized to
vote and be counted in the quorum on any matter
connected with the plan referred to in paragraph
a) of this resolution except that a Director
may not be counted in a quorum or vote in respect
of his own participation and any prohibition
on voting contained in the Articles of Association
of the Company be accordingly
14. Amend the rules of the Reckitt Benckiser Senior Mgmt For *
Executive Share Ownership Policy Plan of the
Notice of the 2005 AGM dated 06 APR 2005, and
in the form of the draft rules produced to
the meeting, and that the Directors be authorized
to do all acts and things necessary or desirable
to carry it into effect
- --------------------------------------------------------------------------------------------------------------------------
RENAULT SA Agenda Number: 700661324
- --------------------------------------------------------------------------------------------------------------------------
Security: F77098105
Meeting Type: AGM
Meeting Date: 29-Apr-2005
Ticker:
ISIN: FR0000131906
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
O.1 Receive the Management report from the Board Mgmt For *
of Directors and the report of the Statutory
Auditors on the accounts of the FYE on 31 DEC
2004, approve the consolidated accounts as
they have been presented to it, drawn up pursuant
to Articles L. 233-16 et sequence of the Commercial
Code, showing net profits of EUR 3,551,000,000
O.2 Receive the Management report from the Board Mgmt For *
of Directors and the report of the Statutory
Auditors on the accounts of the FYE 31 DEC
2004, approve, as specified, the accounts for
this FY showing profits of EUR 251,877,027.36;
and also the operations evidenced by these
accounts or summarized as specified
O.3 Approve to appropriate the results of the FY Mgmt For *
as follows: profits from the FY 251,877,027.36;
allocation to the statutory reserves: nil;
remainder 251,877,027.36; previous carry forward
6,365,889,800.58; distributable profits for
the FY 6,617,766,827.94; dividends 512,886,812.40;
new carry forward: 6,104,880,015.54; and distribute
a net dividend of EUR 1.80 to each of the shares
in the Company entitled to dividends: either
providing entitlement to a 50% tax reduction
where the beneficiaries are natural persons
liable for income tax in France, in accordance
with Article 138-3-2 of the Code general des
impots General Tax Code in its new drafting;
or not providing entitlement to a tax reduction
in all other cases; the dividend shall be payable
on 13 MAY 2005
O.4 Receive the report of the Statutory Auditors Mgmt For *
on agreements referred to in Article L. 225-38
of the Commercial Code, and deciding on the
basis of this report, approve each of these
agreements referred to therein
ount of MXN 250,000,000.00
o.5 Approve to renew the term of office of Mrs. Mgmt For *
Dominique de La Garanderie as a Director, for
a term of 4 years, i.e. until the general meeting
deciding on the accounts of the FYE 31 DEC
2008
o.6 Approve to renew the term of office of Mr. Itaru Mgmt For *
Koeda as a Director, for a term of 4 years,
i.e. until the general meeting deciding on
the accounts of the FYE 31 DEC 2008
o.7 Approve to renew the term of office of Mr. Louis Mgmt For *
Schweitzer as a Director, for a term of 4 years,
i.e. until the general meeting deciding on
the accounts of the FYE 31 DEC 2008
o.8 Grant full and final release of Mr. Pierre Alanche, Mgmt For *
whose term of office ended in the FYE 31 DEC
2004, from any liability to which he may have
been subject in the performance of his management
duties
o.9 Receive the report of the Statutory Auditors Mgmt For *
on elements used for the determination of the
remuneration of equity loans
o.10 Receive the report from the Board of Directors, Mgmt For *
authorize the Board of Directors, pursuant
to the provisions of Article L. 225-209 of
the Commercial Code, to deal in the Company
s own shares under the conditions and within
the limits set forth in law and regulations,
at the maximum purchase price of EUR 85 per
share and minimum sale price of EUR 60 per
share and maximum number of shares that may
be acquired 10% of the registered capital,
not exceeding EUR 2,421,965435; Authority
expires at the end of 18 months
o.11 Authorize the Board of Directors, in accordance Mgmt For *
with Article L.228-40 of the Commercial Code,
to issue, on one or more occasions, both in
France and abroad, in euros, in foreign currency,
or in monetary units established by reference
to several currencies, bonds up to a face value
of EUR 4 billion, or its equivalent in foreign
currencies, in such form and at such times,
rates and conditions that it shall deem fit;
Authority expires at the General Meeting to
decide on the accounts for the FY 2005
e.12 Authorize the Board of Directors, pursuant to Mgmt For *
Article L.225-209 of the Commercial Code, with
the possibility to sub-delegate such authorization:
to cancel, on one or more occasions, any shares
acquired through the implementation of the
authorization granted in the 10 Resolution
submitted to this General Meeting, or any resolution
which may be substituted for the same, up to
a limit, within any period of 24 months, of
10% of the total number of shares making up
the registered capital at the time of such
operation, and, correlatively, to reduce the
registered capital by applying the amount of
the difference between the redemption value
of the shares and their par value against any
issue premium item or reserve item in the accounts;
and to amend the Articles of Association as
a consequence and fulfill all necessary formalities;
Authority expires at the end of 18 months
e.13 Receive the report from the Board of Directors Mgmt For *
and the special report from the Statutory Auditors,
and pursuant to the provisions of Articles
L. 225-129 et sequence of the Commercial Code;
authorize the Board of Directors to proceed,
on one or more occasions, in such proportions
and at such times as it may think fit, whether
in France or abroad, with the issue of shares
of the Company as well as any securities of
any nature whatsoever providing access, whether
immediately and/or at a future date, to shares
in the Company; that, in addition the par value
of the loan securities liable to be issued
pursuant to the delegation may not be greater
than 3 billion euros, or its equivalent in
foreign currency; that the shareholders may
exercise their preferential subscription rights
for irreducible amounts under such conditions
as provided by law; in addition, the Board
of Directors shall have the possibility of
granting shareholders the right to subscribe,
as reducible amounts, to a number of shares
which is greater than the number they may subscribe
to as irreducible amounts, proportionally to
their subscription rights and, in any event,
up to the limit of the number they request;
to exclude the shareholders preferential subscription
rights for shares issued by the conversion
of bonds or by the exercise of warrants; that
the sum collected by the Company or which is
to be collected by it for each of the shares
issued in the framework of the above delegation
of powers, shall be at least equal to the par
value of the shares; that the Board of Directors
shall have all powers, with the right to sub-delegate
under those conditions laid down by law, to
implement this delegation of powers, in order
in particular to determine the dates and terms
of issue as well as the forms and characteristics
of the securities to be created, fix the issue
price and conditions, the amounts to be issued,
determine the date of possession and entitlement
to dividends of the securities to be issued,
which may be retroactive, the method for paying
up the shares or other securities issued, and,
where applicable, lay down conditions for their
buy-back on the stock market, the possibility
of suspension of the exercise of rights to
the allotment of shares attached to securities
for a period which shall not exceed 3 months,
fix the mechanism for the preservation of rights
of holders of securities providing future access
to the share capital of the company, in accordance
with laws and regulations; in addition, the
Board may proceed, where necessary, with any
and all deductions from the issue premium including
in particular for expenses incurred for the
completion of the issue, and shall generally
take all necessary steps and conclude all agreements
in order to complete such issues properly and
observe the capital increases arising from
any issue undertaken through the use of this
delegation of powers and proceed with the correlative
amendment; Authority expires at the general
meeting called to decide on the accounts of
the FY 2006
e.14 Authorize the Board of Directors, pursuant to Mgmt For *
the provisions of Articles L. 225-129 et seq.
of the Commercial Code: to proceed by way of
public offering, on one or more occasions,
in such proportions and at such times as it
may think fit, whether in France or abroad,
with the issue of shares of the Company as
well as any securities of any nature whatsoever
providing access, whether immediately and/or
at a future date, to shares in the Company,
including where said securities are issued
pursuant to Article L. 228-93 of the Commercial
Code; and approve: that the amount of capital
increases liable to be undertaken immediately
and/or at a future date pursuant to the above
delegation of powers may not be greater than
300 million euros, to which sum shall be added,
where necessary, the par value of supplementary
shares to be issued in order to preserve, in
compliance with the law, the rights of holders
of securities providing entitlement to shares;
that the par value of the loan securities liable
to be issued pursuant to the above delegation
of powers may not be greater than three billion
euros, or its equivalent in foreign currency;
to exclude shareholders preferential subscription
rights for the securities to be issued; that
if subscriptions by shareholders or members
of the public do not absorb the entire issue
of shares or securities as defined, the Board
of Directors may use one or more of the following
possibilities, in such order as it may think
fit: limit the issue to the number of subscriptions
provided that this amounts to at least three
quarters of the planned amount of the issue;
freely allot all or part of the unsubscribed
securities; offer all or part of the unsubscribed
securities to the general public; that where
the Board of Directors observes surplus demand,
the number of securities to be issued may be
increased within 30 days of the close of the
subscription period, under those conditions
provided in Article L. 225-135-1 of the Commercial
Code, up to a limit of 15% of the initial issue
and at the same price as adopted for the initial
issue; exclude shareholders preferential subscription
rights for shares issued by the conversion
of bonds or by the exercise of warrants; that
the issue price of the shares shall be at least
equal to the weighted average stock market
price over the last 3 stock market sessions
preceding the fixing of the price, with the
possible application of a discount of up to
5%; that the Board of Directors shall have
all powers, with the right to sub-delegate
under such conditions as laid down by law,
to implement this delegation of powers, in
order in particular to determine the dates
and terms of issue as well as the forms and
characteristics of the securities to be created,
to fix the issue price and conditions, to fix
the amounts to be issued, determine the date
of possession and entitlement to dividends
of the securities to be issued, which may be
retroactive, the method for paying up the shares
or other securities issued, and, where applicable,
lay down conditions for their buy-back on the
stock market, the possibility of suspension
of the exercise of rights to the allotment
of shares attached to securities for a period
which shall not exceed 3 months, fix the mechanism
for the preservation of rights of holders of
securities providing future access to the share
capital of the Company, in accordance with
laws and regulations; in addition, the Board
may proceed, where necessary, with any and
all deductions from the issue premium s including
in particular for expenses incurred for the
completion of the issues, and shall generally
take all necessary steps and conclude all agreements
in order to complete such issues properly and
observe the capital increases arising from
any issue undertaken through the use of this
delegation of powers and proceed with the correlative
amendment of the Articles of Association; in
the event of an issue of loan securities, the
Board of Directors shall have all powers, with
the possibility of sub-delegating under those
conditions laid down by law, in order to decide,
in particular, on whether said securities shall
be subordinated or not, on their interest rate,
their term, the fixed or variable redemption
price with or without a premium, the details
of amortization depending on market conditions
and the conditions under which said securities
shall provide entitlement to shares in the
Company; Authority expires at the general
meeting called to decide on the accounts for
the FY 2006
e.15 Authorize the Board of Directors: to increase Mgmt For *
the capital of the company by a maximum par
value of 300 million euros, by the successive
or simultaneous issue, on one or more occasions,
of new shares in the Company in order to remunerate
securities contributed in accordance with the
provisions of Article L.225-148 of the Commercial
Code in a public exchange offering concerning
the shares of a company accepted for trading
on a regulated market or officially listed
in a State which is a signatory to the agreement
on the European Economic Area other than France
or a Member State of the Organization for Economic
Co-operation and Development; the par value
for loan securities issued, if any, pursuant
to this authorization may not exceed 300 billion
euros; the Board of Directors shall have all
powers, with the right to sub-delegate under
such conditions as laid down by law, deciding
on a report by the Statutory Auditor or Statutory
Auditors, to implement this delegation of powers,
in order in particular to: fix the parity of
exchange as well as the amount of the cash
balance to be paid, if any, observe the number
of shares to be issued, determine the dates
and issue conditions, including in particular
the price and date of entitlement to dividends,
of the new shares or of the securities providing
access immediately and/or at a future date
to an amount of the share capital of the company,
record, among the liabilities on the Company
s balance sheet in a contribution issue premium
account, to which all shareholders shall be
entitled, the difference between the issue
price of the new shares and their par value,
increase s arising there from and proceed
with the correlative amendment of the Articles
of Association; Authority expires at the general
meeting called to decide on the accounts for
the FY 2006
e.16 Approve, as a consequence of the adoption of Mgmt For *
the Resolutions 13, 14 and 15, to fix the maximum
par value of loan securities liable to be issued
pursuant to the authorization granted by the
aforementioned resolutions at the sum of 3
billion euros, or its equivalent in foreign
currency; and, fix the maximum par value of
capital increases, whether immediate and/or
at a future date, liable to be undertaken pursuant
to the authorizations granted by the aforementioned
resolutions, at the sum of 500 million euros,
the euros, it being specified that to this
par value shall be added, where necessary,
the par value of supplementary shares to be
issued in order to preserve, in accordance
with the law, the rights of holders of securities
providing entitlement to shares
e.17 Authorize the Board of Directors, under the Mgmt For *
quorum and majority conditions required for
OGM, in order to increase the share capital,
on one or more occasions, by an amount of up
to a maximum par value of one billion euros,
by successive or simultaneous incorporation
into the capital of all or part of the reserves,
profits or share issue premiums, contribution
issue premiums or merger issue premiums, to
be undertaken by the creation and gratuitous
allotment of shares or by the increase of the
par value of shares or by the joint use of
both of these processes; and Authorize the
Board of Directors, with the right to sub-delegate
under those conditions laid down by law, in
order in particular to determine the dates
and mechanism of issue, fix the issue price
and conditions, fix the amounts to be issued
and, more generally, take all steps in order
to ensure the proper completion of the same,
accomplish all acts and formalities in order
to make the corresponding capital increase
s definitive and make the correlative amendments
to the Articles of Association; Authority
expires at the general meeting called to decide
on the accounts for the FY 2006
e.18 Approve, in the framework of Articles L. 443-1 Mgmt For *
et seq. of the Employment Code and Article
L. 225-138-1 of the Commercial Code, to terminate,
as of this general meeting, the authorization
granted to the Board of Directors by the Mixed
General Meeting of 29 APR 2003, in the framework
of the Resolution 27; authorize the Board of
Directors in order to proceed with a capital
increase within a limit of 4% of the share
capital, on one or more occasions, by its simple
decision alone, through the issue of shares
or other securities providing entitlement to
the share capital of the Company and reserved
to members of (i) an enterprise-level Company
Savings Scheme, or (ii) a group-level Company
Savings Scheme, or (iii) a voluntary partnered
group- or enterprise-level Company Savings
Scheme; employees or Corporate Officers of
the Company or of a French or foreign Company
in the Group and which is tied to the Group
within the meaning of Article L. 225-180 of
the Commercial Code and Article L. 444-3 of
the Employment Code, and which is majority-held
either directly or indirectly by the Company;
approve to exclude the preferential subscription
rights of shareholders, in favor of said beneficiaries;
that the Board of Directors may provide for
the gratuitous attribution of shares or other
securities granting access to the share capital
of the Company, it being understood that the
total advantage arising from such attribution
and, where applicable, from the Company s complementary
contribution and discount on the subscription
price, may not exceed the statutory or regulatory
limits; that the subscription price for new
shares may neither be higher than the average
of the opening price quoted in the last 20
stock-market sessions preceding the date of
the meeting of the Board of Directors fixing
the dates of beginning of subscriptions, nor
less than 20% of said average or 30%, respectively,
for the case of a savings scheme or voluntary
partnered Employees Savings Scheme; the characteristics
of the issues of other securities providing
entitlement to the share capital of the Company
shall be determined by the Board of Directors
under such conditions as laid down by regulations;
authorize the Board of Directors in order to
implement this delegation of powers, including
in particular to: decide on and fix the terms
of the issue and attribution of gratuitous
shares or other securities providing entitlement
to the share capital, pursuant to the authorization
granted; decide on the amount to issue, the
issue price, the terms of each issue; determine
the dates for beginning and end of the subscription
period; fix, within statutory limits, the period
granted to subscribers in order to pay up shares
and, where applicable, other securities providing
entitlement to the share capital of the Company;
determine the date, which may be retroactive,
for possession and entitlement to dividends
for the new shares and, as applicable, the
other securities providing entitlement to the
share capital of the Company; determine the
terms and conditions of operations to be undertaken
pursuant to this authorization and request
the listing of the created securities on the
stock market wherever it may decide; the Board
of Directors shall also have all powers, with
the right to subdelegate such powers, in order
to observe formally the capital increases up
to the amount of the shares actually subscribed
to, proceed with the correlative amendment
of the Articles of Association, accomplish
all operations and formalities either directly
or though an agent as are connected to the
capital increases by its simple decision, and,
where it deems it fitting, deduct the costs
of the capital increases from the share issue
premiums pertaining thereto and deduct the
necessary sums from said amount in order to
increase the statutory reserve to 1/10th of
the new share capital after each capital increase
and proceed with all formalities and declarations
with all bodies and do all that is otherwise
necessary; Authority expires at the general
meeting which is called to decide on the accounts
for the FY 2006
e.19 Amend the Paragraph 4 of Article 9 of the Articles Mgmt For *
of Association pursuant to the provisions of
Ordinance No. 2004-604 of 24 JUN 2004, and
to increase the shareholding threshold fixed
in the Articles of Association by increasing
it to 2%, as specified
O.20 Grant all powers on the bearer of a copy or Mgmt For *
an extract of the minutes of this meeting in
order to proceed with all necessary filing
and publications formalities as provided for
by law
Verification Period: Registered Shares: 1 to Non-Voting No vote
5 days prior to the meeting date, depends on
company s by-laws. Bearer Shares: 6 days prior
to the meeting date. French Resident Shareowners
must complete, sign and forward the Proxy Card
directly to the sub custodian. Please contact
your Client Service Representative to obtain
the necessary card, account details and directions.
The following applies to Non-Resident
Shareowners: Proxy Cards: ADP will forward
voting instructions to the Global Custodians
that have become Registered Intermediaries,
on ADP Vote Deadline Date. In capacity as
Registered Intermediary, the Global Custodian
will sign the Proxy Card and forward to the
local custodian. If you are unsure whether
your Global Custodian acts as Registered Intermediary,
please contact ADP. Trades/Vote Instructions:
Since France maintains a Verification Period,
for vote instructions submitted that have a
trade transacted (sell) for either the full
security position or a partial amount after
the vote instruction has been submitted to
ADP and the Global Custodian advises ADP of
the position change via the account position
collection process, ADP has a process in effect
which will advise the Global Custodian of the
new account position available for voting.
This will ensure that the local custodian is
instructed to amend the vote instruction and
release the shares for settlement of the sale
transaction. This procedure pertains to sale
transactions with a settlement date prior to
Meeting Date + 1
PLEASE NOTE THAT THE MEETING HELD ON 18 APR Non-Voting No vote
2005 HAS BEEN POSTPONED AND THAT THE SECOND
CONVOCATION WILL BE HELD ON 29 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.
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting No vote
IN THE MEETING 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.
PLEASE NOTE THAT THIS IS A COMBINED GENERAL Non-Voting No vote
MEETING. THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
REPSOL YPF SA Agenda Number: 700711244
- --------------------------------------------------------------------------------------------------------------------------
Security: E8471S130
Meeting Type: OGM
Meeting Date: 30-May-2005
Ticker:
ISIN: ES0173516115
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve, if appropriate, the annual financial Mgmt For *
statements, balance sheet, profit and loss
account and the annual report, and the Management
report of Repsol YPF, S.A, of the consolidated
annual financial statements, consolidated balance
sheet, consolidated profit and loss account
and the consolidated annual report, and the
consolidated Management report, for the FYE
31 DEC 2004 of the proposal of application
of its earnings and of the Management by the
Board of Directors during said year
2. Receive the information to the general shareholders Mgmt For *
meeting on the amendments to the regulations
of the Board of Directors
3. Amend the Chapter II of the title IV, related Mgmt For *
to the Board of Directors, the Article 40 related
to the Audit, Article 47 related to resolution
of disputes and the consequent remuneration
of Article 38 and the consecutives of the Articles
of Association
4. Appoint or re-elect the Directors Mgmt For *
5. Appoint the Accounts Auditor of Repsol YPF, Mgmt For *
S.A and its consolidated Group
6. Authorize the Board of Directors for the derivative Mgmt For *
acquisition of shares of Repsol YPF, S.A directly
or through controlled Companies, within a period
of 18 months from the resolution of the shareholders
meeting, leaving without effect the authorization
granted by the ordinary general shareholders
meeting held on 31 MAR 2004
7. Authorize the Board of Directors to resolve Mgmt For *
the increase of the capital stock, up to the
maximum amount legally prescribed, with the
possibility of excluding the preemptive rights,
leaving without effect the 6th resolution of
the general shareholders meeting held on 21
APR 2002
8. Authorize the Board of Directors to issue debentures, Mgmt For *
bonds and any other fixed rate securities of
analogous nature, simples or exchangeables
by issued shares of other Companies, as well
as promissory notes and preference shares,
and to guarantee the issue of securities by
the Companies within the group, leaving without
effect, in the portion not used, the 12th resolution
of the general shareholders meeting held on
28 JUN 2000
9. Grant authority to supplement, develop, execute, Mgmt For *
rectify or formalize the resolutions adopted
by the general shareholders meeting
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No vote
REACH QUORUM, THERE WILL BE A SECOND CALL ON
31 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE
AGENDA IS AMENDED. THANK YOU
- --------------------------------------------------------------------------------------------------------------------------
RIO TINTO PLC Agenda Number: 700664318
- --------------------------------------------------------------------------------------------------------------------------
Security: G75754104
Meeting Type: AGM
Meeting Date: 14-Apr-2005
Ticker:
ISIN: GB0007188757
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve that the authority and power conferred Mgmt For *
on the Directors in relation to their general
authority to allot shares by paragraph (B)
of Article 9 of the Company s Articles of Association
be renewed for the period ending on the date
of the AGM in 2006 or on 13 APR 2006, whichever
is later, and for such period the Section 80
amount shall be GBP 34.35 million
S.2 Approve that the authority and power conferred Mgmt For *
on the Directors in relation to rights issues
and in relation to the Section 89 amount by
paragraph (B) of Article 9 of the Company s
Articles of Association be renewed for the
period ending on the date of the AGM in 2006
or on 13 APR 2006, whichever is later, and
for such period the Section 89 amount shall
be GBP 6.90 million
S.3 Authorize Rio Tinto PLC, Rio Tinto Limited and Mgmt For *
any subsidiaries of Rio Tinto Limited to market
purchase Section 163 of the Companies Act
1985 of ordinary shares of 10p each issued
by Rio Tinto PLC RTP Ordinary Shares of up
to 106.8 million RTP Ordinary Shares 10% of
the issued ordinary share capital of the Company
as at 14 FEB 2005 at a minimum price of 10p
and not more than 5% above the average of middle
market quotations for RTP ordinary Shares derived
from the London Stock Exchange Daily Official
List, for the 5 business days preceding the
date of purchase; Authority expires on 13
OCT 2006 ; and also authorize the Company to
purchase off-market from Rio Tinto Limited
and any of its subsidiaries any RTP ordinary
Shares acquired under the authority as specified
in the Agreement for the purpose of Section
165 of the Companies Act 1985 between Rio
Tinto PLC and Rio Tinto Limited; Authority
expires on 13 OCT 2006
S.4 Approve that, subject to the consent in writing Mgmt For *
of the holder of the special voting share,
to buy-back by the Rio Tinto Limited of fully
paid ordinary shares in Rio Tinto Limited
RTL Ordinary Shares in the 12 months period
following this approvals: a) under 1 or more
off-market buy-back tender schemes in accordance
with the terms as specified, but only to the
extent that the number of RTL ordinary shares
bought back under the buy-back tenders, together
with the number of RTL ordinary shares bought
back on-market by Rio Tinto Limited, does not
exceed in that 12 month the period 10% of the
minimum number of RTL ordinary shares on issue
excluding from the calculation of that minimum
number for all purposes those RTL ordinary
shares held by or on behalf of TInto Holdings
Australia Pty Limited THA or any other subsidiary
of Rio Tinto PLC during such period; and b)
following any Buy-Back Tender, from THA upon
the terms and subject to the conditions set
out in the draft Buy-Back Agreement between
Rio Tinto Limited and THA THA Matching Buy-Back
Agreement as specified
S.5 Amend the Articles of Association of the Company Mgmt For *
and the Constitution of the Rio Tinto Limited
S.6 Amend, subject to the consent in writting of Mgmt For *
the holder of the special voting share and
subject to the passing of Resolution 5, the
DLC Merger Sharing Agreement dated 21 DEC 1989
Share Agreement between the Company and the
Rio Tinto Limited by: a) adding some words
at the end of the Clause 5.1.2 (b) of the Share
Agreement; b) deleting some words in Paragraph
3 of the Schedule 1 of the Sharing Agreement
and replacing with new words
7. Approve, in order for options granted to employees Mgmt For *
resident in France, the Rio Tinto Share Savings
Plan, to continue the quality for French fax
approval, the grant options by the Directors
to employees resident in France pursuant to
Rio Tinto Share Savings Plan rules as specified
8. Elect Mr. Goodmanson as a Director Mgmt For *
9. Elect Mr. Ashton Calvert as a Director Mgmt For *
10. Elect Mr. Vivienne Cox as a Director Mgmt For *
11. Re-elect Mr. Paul Skinner as a Director Mgmt For *
12. Re-appoint PricewaterhouseCoopers LLP as the Mgmt For *
Auditors of the Company to hold office until
the conclusion of the AGM at which accounts
are laid before the Company and authorize the
Audit Committee to determine their remuneration
13. Approve the remuneration report as specified Mgmt For *
14. Receive the Company s financial statements and Mgmt For *
the report of the Directors and Auditors for
the YE 31 DEC 2004
- --------------------------------------------------------------------------------------------------------------------------
RMC GROUP PLC Agenda Number: 700607128
- --------------------------------------------------------------------------------------------------------------------------
Security: G76050106
Meeting Type: CRT
Meeting Date: 17-Nov-2004
Ticker:
ISIN: GB0007266413
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the Scheme of Arrangement to be made Mgmt For *
between the Company and the holders of the
Scheme Shares as defined in the said scheme
- --------------------------------------------------------------------------------------------------------------------------
RMC GROUP PLC Agenda Number: 700607142
- --------------------------------------------------------------------------------------------------------------------------
Security: G76050106
Meeting Type: EGM
Meeting Date: 17-Nov-2004
Ticker:
ISIN: GB0007266413
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
S.1 Approve, for the purpose of giving effect to Mgmt For *
the Scheme of Arrangement dated 25 OCT 2004
between the Company and the holders of its
Scheme Shares as defined in the said Scheme
, subject to such modification, addition or
condition approved or imposed by the court
the Scheme : a) the Scheme and authorize the
Directors of the Company to take all such action
as they may consider necessary or appropriate
for carrying the Scheme into effect; b) to
reduce the share capital of the Company by
canceling and extinguishing all the Cancellation
Shares as specified in Scheme ; c) and subject
to and forthwith upon the said reduction of
capital taking effect and notwithstanding anything
to the contrary in the Articles of Association
of the Company: i) to increase the share capital
of the Company to its former amount by creation
of such number of ordinary shares of 25 pence
each as shall be equal to the number of Cancellation
Shares cancelled pursuant to Point (a) above;
ii) to capitalize the reserve arising in the
books of account of the Company as a result
of the said reduction of the capital and apply
in full at par the new ordinary shares so created
and allot and issued credited such ordinary
shares as fully paid to CEMEK UK Limited and/or
its nominee s ; iii) and authorize the Directors
of the Company, pursuant to Section 80 of the
Companies Act 1985, to allot the new ordinary
shares referred in Point (c) (ii) above up
to an aggregate nominal amount of GBP 100,000,000;
Authority expires on 27 SEP 2005 ; and d)
to amend the Articles of Association of the
Company by adopting and including the new Article
126
- --------------------------------------------------------------------------------------------------------------------------
RONA INC Agenda Number: 700675765
- --------------------------------------------------------------------------------------------------------------------------
Security: 776249104
Meeting Type: AGM
Meeting Date: 10-May-2005
Ticker:
ISIN: CA7762491040
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Receive the financial statements of the Company Non-Voting No vote
for the FYE 26 DEC 2004, together with the
Auditors report thereon
1.1 Elect Mr. Pierre Brodeur as a Director Mgmt For *
1.2 Elect Mr. Louise Caya as a Director Mgmt For *
1.3 Elect Mr. Simon Cloutier as a Director Mgmt For *
1.4 Elect Mr. Pierre Ducros as a Director Mgmt For *
1.5 Elect Mr. Robert Dutton as a Director Mgmt For *
1.6 Elect Mr. Andre H. Gagnon as a Director Mgmt For *
1.7 Elect Mr. Jean Gaulin as a Director Mgmt For *
1.8 Elect Mr. Jean-Guy Hebert as a Director Mgmt For *
1.9 Elect Mr. Alain Michel as a Director Mgmt For *
1.10 Elect Mr. Jim Pantelidis as a Director Mgmt For *
1.11 Elect Mr. Louis A. Tanguay as a Director Mgmt For *
1.12 Elect Mr. Jocelyn Tremblay as a Director Mgmt For *
2. Re-appoint Raymond Chabot Grant Thornton, Chartered Mgmt For *
Accountants, as the Auditors of the Company,
to hold office until the close of the next
annual meeting of shareholders at such compensation
as may be fixed by the Directors
3. Approve, adopt and ratify the Shareholder Rights Mgmt Against *
Plan evidenced by the Shareholder Rights Plan
Agreement entered into between the Company
and National Bank Trust inc., as rights agent,
dated 10 MAR 2005 and substantially as specified;
authorize any Officer or Director of the Company,
for and on behalf of the Company, to sign and
execute all documents, to enter into all agreements
and to do and perform all acts and things deemed
necessary or advisable in order to give effect
to this resolution, including compliance with
all securities laws and regulations; and authorize
the Board of Directors of the Company to cause
all measures to be taken, such further agreements
to be entered into and such further documents
to be executed as may be deemed necessary or
advisable to give effect to and fully carry
out the intent of this resolution
Transact such other business Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
ROYAL & SUN ALLIANCE INSURANCE GROUP PLC Agenda Number: 700584469
- --------------------------------------------------------------------------------------------------------------------------
Security: G8566X133
Meeting Type: EGM
Meeting Date: 09-Sep-2004
Ticker:
ISIN: GB0006616899
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the disposal of the UK Life Operations Mgmt For *
of Royal & Sun Alliance to Resolution Life
Limited the Disposal , subject to the conditions
of the sale agreement dated 30 JUL 2004 and
authorize the Directors of the Company or
any duly Constituted Committee thereof to
make any non-material amendment, variation,
waiver or extension to the terms or conditions
of the Disposal which the Directors consider
reasonable and in the best interests of shareholders
as a whole and to do all such other things
as they may consider necessary, expedient or
desirable in connection with the Disposal
- --------------------------------------------------------------------------------------------------------------------------
ROYAL BANK OF SCOTLAND GROUP PLC Agenda Number: 700665714
- --------------------------------------------------------------------------------------------------------------------------
Security: G76891111
Meeting Type: AGM
Meeting Date: 20-Apr-2005
Ticker:
ISIN: GB0007547838
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and approve the report and the accounts Mgmt For *
2. Approve the remuneration report Mgmt Split 85% For 15% Against *
3. Declare a final dividend on the ordinary shares Mgmt For *
4. Re-elect Dr. J.M. Curie as a Director Mgmt Split 85% For 15% Abstain *
5. Re-elect Sir Fred Goodwin as a Director Mgmt Split 85% For 15% Abstain *
6. Re-elect Sir Steve Robson as a Director Mgmt Split 85% For 15% Abstain *
7. Elect Mr. A.S. Hunter as a Director Mgmt Split 85% For 15% Abstain *
8. Elect Mr. C.J. Koch as a Director Mgmt Split 85% For 15% Abstain *
9. Elect Mr. J.P. MacHale as a Director Mgmt Split 85% For 15% Abstain *
10. Re-appoint Deloitte & Touche LLP as the Auditors Mgmt Split 85% For 15% Against *
11. Authorize the Directors to fix the remuneration Mgmt Split 85% For 15% Against *
of the Auditors
12. Approve to create additional ordinary shares Mgmt Split 85% For 15% Against *
and renew the authority to allot ordinary shares
S.13 Approve to renew the pre-emption authority Mgmt Split 85% For 15% Against *
S.14 Approve to allow the purchase of own shares Mgmt For *
15. Approve to create additional dollar preference Mgmt For *
shares and renew the authority to allot preference
shares
16. Approve the Long Term Incentive Plan Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
ROYAL DUTCH PETROLEUM CO, DEN HAAG Agenda Number: 700737717
- --------------------------------------------------------------------------------------------------------------------------
Security: N76277172
Meeting Type: AGM
Meeting Date: 28-Jun-2005
Ticker:
ISIN: NL0000009470
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting No Action *
AT THIS GENERAL 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 No Action *
2. Approve the annual accounts 2004; finalization Mgmt No Action *
of the balance sheet 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 No Action *
3.B Declare the total dividend for the year 2004 Mgmt No Action *
4.A Grant discharge to the Members of the Management Mgmt No Action *
Board for the year 2004
4.B Grant discharge the Members of the Supervisory Mgmt No Action *
Board for the year 2004
5. Re-appoint Mr. L.R. Ricciardi or Ms. Scheltema Mgmt No Action *
as a Member of the Supervisory Board
6. Grant authority to acquire ordinary shares of Mgmt No Action *
the Company
7. Approve to cancel the ordinary shares held by Mgmt No Action *
the Company
8. Approve the Corporate Governance Mgmt No Action *
9.A Approve the public exchange offer issued by Mgmt No Action *
Royal Dutch Shell PLC for all ordinary shares
in equity capital of the Company
9.B Approve the Implementation Agreement Mgmt No Action *
10. Amend the Articles of Association Mgmt No Action *
11.A Appoint Mr. Jacobs (1st choice) or Mr. P.L. Mgmt No Action *
Folmer (2nd choice) as a Non-Executive Member
of the Board of Management
11.B Appoint Ms. Morin-Postel (1st choice) or Ms. Mgmt No Action *
K.M.A. De Segundo (2nd choice) as a Non-Executive
Member of the Board of Management
11.C Appoint Mr. Loudon (1st choice) or Mr. R. Vander Mgmt No Action *
Vlist (2nd choice) as a Non-Executive Member
of the Board of Management
11.D Appoint Mr. Ricciardi (1st choice) or Ms. M.A. Mgmt No Action *
Scheltema (2nd choice) as a Non-Executive Member
of the Board of Management
12. Adopt the remuneration policy for the Board Mgmt No Action *
of Directors
13. Approve the altered Long-Term Incentive Plan Mgmt No Action *
14. Approve the altered Restricted Share Plan Mgmt No Action *
15. Approve the altered Deferred Bonus Plan Mgmt No Action *
- --------------------------------------------------------------------------------------------------------------------------
SAMSUNG ELECTRS LTD Agenda Number: 700639327
- --------------------------------------------------------------------------------------------------------------------------
Security: Y74718100
Meeting Type: AGM
Meeting Date: 28-Feb-2005
Ticker:
ISIN: KR7005930003
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the balance sheet, income statement Mgmt For *
and the statement of the appropriation of retained
earning draft for the 36th FY from 01 JAN
2004 to 31 DEC 2004; the cash dividend excluding
interim dividends , dividend per share: KRW
5,000 common and KRW 5,050 preferred
2. Approve to appoint the Mr. In-Joo Kim as an Mgmt For *
Executive Director as specified
3. Approve to limit the remuneration for the Directors Mgmt For *
PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting No vote
AGENDA. IF YOU HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
SANOFI-AVENTIS Agenda Number: 700619351
- --------------------------------------------------------------------------------------------------------------------------
Security: F5548N101
Meeting Type: EGM
Meeting Date: 23-Dec-2004
Ticker:
ISIN: FR0000120578
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No vote
REACH QUORUM, THERE WILL BE A SECOND CALL ON
23 DEC 2004. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE
AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT
YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM
IS MET OR THE MEETING IS CANCELLED. THANK
YOU
1. Acknowledge the Amalgamation-Merger Project Mgmt For *
of Aventis by Sanofi-Aventis dated 14 OCT 2004,
under which it is stated that the Aventis shall
contribute the total of its assets (EUR 41,208,544,876.00),
with the corresponding taking-over of all its
liabilities (EUR 14,099,319,197.00) and approve
the terms and conditions of this agreement;
net worth: EUR 27,109,225,679.00; and also
approve the payment for the contributions according
to a ratio of exchange of 27 Sanofi-Aventis
shares against 23 Aventis shares and the operation
shall be final on 31 DEC 2004; consequently,
the general meeting decides to increase the
share capital by EUR 38,245,770.00 to increase
it from EUR 2,784,562,864.00 to EUR 2,822,808,634.00,
by the creation of 19,122,885 new fully paid-up
shares of a par value of EUR 2.00 each, to
be distributed among the shareholders of the
acquired Company, with a ratio of exchange
of 27 Sanofi-Aventis shares against 23 Aventis
shares, bearing an accruing dividend as decided
after their issue; the merger surplus of EUR
508,561,335.00 shall be registered in a merger
surplus account; the amount of the dividends
received by Aventis for the Sanofi-Aventis
shares it holds, which represents EUR 27,894,216.00
shall be charged to the merger surplus account,
thus amounting to EUR 536,455,551.00; capital
loss on transferred shares: EUR 25,277,722,121.00
2. Authorize the Board of Directors, subject to Mgmt For *
the realization of the conditions aimed at
Article No. 14 of the Amalgamation-Merger Treaty,
to withdraw from the merger premium all necessary
amounts in order to: fund the legal reserve:
10% of the capital existing after the amalgamation-merger,
fund the special reserve on long-term capital
gains: EUR 319,518,918.00; fun other reserves
and provisions to charge all fees, expenses
and right resulting from the amalgamation-merger;
the general meeting also decides to charge
the capital loss on transferred shares to the
share premium, thus amounting to EUR 9,863,155,240.00
3. Approve the substitution of Sanofi-Aventis in Mgmt For *
the Aventis commitments relating to the equity
warrants issued by Aventis; once the merger
is effective, the Aventis equity warrants shall
give right to Sanofi-Aventis shares and their
number shall correspond to the number of Aventis
shares these equity warrants shall give right
after the implementation of the ratio of exchange
of 27 against 23; the general meeting decides
to relinquish, to the benefit of the equity
warrant holders, to the pre-emptive right of
subscription to shares to be issued by Sanofi-Aventis
in order to increase the share capital for
a maximum number of 301,986; and approve to
delegate all powers to the Board of Directors
to take all necessary measures and accomplish
all necessary formalities
4. Approve the substitution of Sanofi-Aventis in Mgmt For *
all the obligations resulting from the Aventis
commitments regarding the holders of the 48,080,289
options granting the right to the subscribe
Aventis shares; after the Amalgamation-Merger
is final, Sanofi-Aventis shares shall be allotted
to the beneficiaries of options granting the
right to subscribe Aventis shares; the general
meeting decides to relinquish, to the benefit
of the option holders, to the pre-emptive right
of subscription to shares to be issued by Sanofi-Aventis
in order to increase the share capital; and
authorize the Board of Directors to take all
necessary measures and accomplish all necessary
formalities
5. Acknowledge that the Amalgamation shall be definitely Mgmt For *
realized on 31 DEC 2004, and that consequently,
Aventis shall be dissolved without liquidation
on 31 DEC 2004
6. Amend the Articles of Association as follows: Mgmt For *
Article 6 (share capital): the share capital
is set at EUR 2,822,808,634.00 and is divided
into 1,411,404,317 fully paid-up shares of
a par value of EUR 2.00 each
7. Authorize the Board of Directors to increase Mgmt For *
the share capital, by way of issuing, without
the pre-emptive right of subscription, shares
giving access to Sanofi-Aventis capital to
the benefit of the Company s employees, in
accordance with the legal provisions of Article:
L.225-138 C and L 443-5 C; Authority is given
for a period expiring on 23 AUG 2006 ; authorize
the Board of Directors to make use of Resolutions
8 and 10 of the combined general meeting of
23 JUN 2004 in order to allot to Sanofi-Aventis
employees free shares or other securities
giving access to the capital, in addition to
shares to be subscribed by cash; and authorize
the Board of Directors to take all necessary
measures and accomplish all necessary formalities;
the present delegation cancels all previous
delegations in order to increase Sanofi-Aventis
capital by way of issuing shares granted to
employees, without the pre-emptive right of
subscriptions and it cancels and replaces,
for its part unused, the delegation given in
Resolution 11 at the general meeting of 23
JUN 2004
8. Grant all powers to the bearer of a copy or Mgmt For *
an extract of the minutes of the present in
order to accomplish all deposits and publications
which are prescribed by law
A Verification Period exists in France. Please Non-Voting 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 NOTE THAT THE MEETING HELD ON 13 DEC Non-Voting No vote
2004 HAS BEEN POSTPONED DUE TO LACK OF QUORUM
AND THAT THE SECOND CONVOCATION WILL BE HELD
ON 23 DEC 2004. PLEASE ALSO NOTE THAT THE NEW
CUTOFF DATE IS 09 DEC 2004. IF YOU HAVE ALREADY
SENT YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
SANOFI-AVENTIS Agenda Number: 700697987
- --------------------------------------------------------------------------------------------------------------------------
Security: F5548N101
Meeting Type: OGM
Meeting Date: 31-May-2005
Ticker:
ISIN: FR0000120578
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THE MEETING HELD ON 18 MAY Non-Voting No vote
2005 HAS BEEN POSTPONED DUE TO LACK OF QUORUM
AND THAT THE SECOND CONVOCATION WILL BE HELD
ON 31 MAY 2005. PLEASE ALSO NOTE THE NEW CUTOFF
DATE. IF YOU HAVE ALREADY SENT YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
O.1 Acknowledge the report of the Board of Directors Mgmt For *
and the general report of the Auditors and
approve the financial statements and the balance
sheet for the year 2004, in the form presented
to the meeting
O.2 Acknowledge the reports of the Board of Directors Mgmt For *
and the Statutory Auditors and approve the
consolidated financial statements for the said
FY, in the form presented to the meeting
O.3 Approve the transfer of the amount of EUR 200,000,000.00, Mgmt For *
pursuant to the Article 39 of the Amended Finance
Law, posted to the special reserve of long-term
capital gains to an ordinary reserve account
and acknowledge that : profits for the FY :
EUR 2,854,176,549.99; retained earnings : EUR
158,403,755.79 an extraordinary tax on the
special reserve on long-term capital gains
being taken in to account (EUR 4,987,500.00)
; distributable profits : EUR 3,012,580,305.78;
and to appropriate distributable profits as
follows : global dividend : EUR 1,693,685,180.40,
carried forward account : EUR 1,318,895,125.38;
the shareholders will receive a net dividend
of EUR 1.20 per share payable on 07 JUN 2005
O.4 Acknowledge the special report of the Auditors Mgmt For *
on agreements governed by the Article L. 225-38
and seq. of the French Commercial Code and
approve the said report and the agreements
referred to therein
O.5 Approve to renew the term of office of PricewaterhouseCoopersMgmt For *
Audit as the Statutory Auditors for a period
of 6 years
O.6 Approve to renew the term of office of Mr. Pierre Mgmt For *
Coll as PricewaterhouseCoopers Audit s Deputy
Auditor for a period of 6 years
O.7 Authorize the Board of Directors, in substitution Mgmt For *
for any earlier authority, to trade the Company
s shares on the stock exchange as per the following
conditions: maximum purchase price: EUR 90.00;
global amount to this repurchase program will
not exceed EUR 12,702,638,858.00 and, maximum
number of shares to be traded: 10%; Authority
expires at the end of 18 months ; and authorize
the Board of Directors to take all necessary
measures and accomplish all necessary formalities
O.8 Approve to end to the delegation granted to Mgmt For *
the Board of Directors set forth in resolution
6 and given by the general meeting of 13 JUN
2004, in order to issue bonds
O.9 Authorize the Board of Directors, in substitution Mgmt For *
of any earlier authority, to increase the share
capital, in one or more transactions, in France
or abroad, by means of a public offering, by
a maximum nominal amount of EUR 1,400,000,000.00,
by way of issuing, with the shareholders preferred
subscription rights maintained the preferential
share excluded , shares or any securities giving
right to the capital or giving the right to
a debt security; the nominal maximum amount
of the capital increases realized in accordance
with the present resolution and those granted
by the resolutions 10, 11, 12, 13 14 and 15
of the present meeting is set at EUR 1,600,000,000.00;
Authority is given for a period of 26 months
; and authorize the Board of Directors to take
all necessary measures and accomplish all necessary
formalities
O.10 Authorize the Board of Directors, in substitution Mgmt Against *
of any earlier authority, to increase the share
capital, in one or more transactions, in France
or abroad, by a maximum nominal amount of EUR
840,000,000.00, by way of issuing, without
the shareholders preferred subscription rights
the preferential share excluded , shares or
any securities giving right to the capital
or giving the right to the allocation of debt
securities; the amount shall count against
the value of the overall ceiling set forth
in resolution of the present meeting and those
granted by the resolutions ; Authority is
given for a period of 26 months ; and authorize
the Board of Directors to take all necessary
measures and accomplish all necessary formalities
E.11 Authorize the Board of Directors, in substitution Mgmt For *
of all and any earlier authority, to increase
the share capital, in one or more transactions,
in France or abroad, by a maximum nominal amount
of EUR 500,000,000.00, by way of capitalizing
premiums, reserves, profits, premiums or any
other means provided that such capitalization
is allowed by law and under the by-laws, to
be carried out through the issue of bonus shares
or the raise of par value of existing shares,
or by utilizing both method simultaneously;
the amount shall count against the overall
value set forth in resolution number 9 of the
present meeting; Authority is given for a
period of 26 months ; and authorize the Board
of Directors to take all necessary measures
and accomplish all necessary formalities
E.12 Approve that the Board of Directors may decide Mgmt Against *
to increase the number of securities to be
issued in the event of a capital increase,
with or without subscription pre-emptive rights,
to the same price than the one of the initial
issue within the limit of 15% of the initial
issue ; the nominal amount of the capital increased
against the overall value set forth in the
resolution number 9 of the present meeting;
Authority is given for a period of 26 months
O.13 Authorize the Board of Directors, in substitution Mgmt For *
of all and any authority, to increase the share
capital, in one or more transactions, in favor
of the Members of one or more of the Company
Savings Plans of the Group Sanofi-Aventis and
an amount which shall not exceed 2% of the
share capital; the nominal maximum amount which
could be realized according to the present
delegation, shall count against the overall
value set forth in the resolution number 9
of the present meeting; Authority is given
for a period of 26 months ; and authorize the
Board of Directors to take all necessary measures
and accomplish all necessary formalities
E.14 Authorize the Board of Directors, in substitution Mgmt Against *
of al and any earlier authorities, to grant,
in one or more transactions, to employees and
eventually the officers of the Company or its
subsidiaries, options giving a right either
to subscribe for new shares in the Company
to be issued through a share capital increase,
or to purchase existing shares repurchased
by the Company, provided that the options shall
not give rights to a total number of shares
which shall not exceed 2.5 of the share capital;
the nominal maximum amount of the capital increase
resulting from the exercise of the options
giving a right to subscribe for shares, in
accordance with the present delegation, shall
count against the ceiling set forth in the
resolution number 9 of the present meeting;
Authority is given for a period of 26 months
; and authorize the Board of Directors to take
all necessary measures and accomplish all necessary
formalities
O.15 Authorize the Board of Directors, to proceed Mgmt For *
with the allocations free of charge of the
Company s existing shares or to be issued
the preferential shares being excluded , in
favor of beneficiaries to be chosen from the
employees and the officers of the Company and
its subsidiaries, provided that they shall
not represent more than 1% of the share capital;
the nominal amount of the capital increases
which would be realized in accordance with
the present delegation, shall count against
the ceiling set forth in the resolution number
9 of the present meeting; Authority is given
for a period of 38 months ; and authorize the
Board of Directors to take all necessary measures
and accomplish all necessary formalities
O.16 Authorize the Board of Directors, in substitution Mgmt For *
of all and any earlier authorities, to reduce
the share capital by canceling the Company
s self detained shares, in connection with
a Stock Repurchase Plan, provided that the
total number of shares cancelled in the 24
months does not exceed 10% of the share capital;
Authority is given for a period of 26 months
; and authorize the Board of Directors to take
all necessary measures and accomplish all necessary
formalities
O.17 Grant all powers to the bearer of a copy or Mgmt For *
an extract of the minutes of this meeting in
order to accomplish all formalities, filings
and registration prescribed by law
A Verification Period exists in France. Please Non-Voting 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
- --------------------------------------------------------------------------------------------------------------------------
SCHERING AG Agenda Number: 700655662
- --------------------------------------------------------------------------------------------------------------------------
Security: D67334108
Meeting Type: OGM
Meeting Date: 14-Apr-2005
Ticker:
ISIN: DE0007172009
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the financial statements and annual Mgmt No Action *
report for the 2004 FY with the report of the
Supervisory Board, the Group financial statements
and Group annual report
2. Approve the appropriation of the distributable Mgmt No Action *
profit of EUR 194,000,000 as follows: payment
of a dividend of EUR 1 per no-par share; ex-dividend
and payable date: 15 APR 2005
3. Ratify the acts of the Board of Managing Directors Mgmt No Action *
4. Ratify the acts of the Supervisory Board Mgmt No Action *
5. Appoint BDO Deutsche Warentreuhand AG, Hamburg, Mgmt No Action *
as the Auditors for the 2005 FY
6. Approve the adjustment of the remuneration for Mgmt No Action *
the Supervisory Board and the corresponding
amendments to the Articles of Association from
the 2005 FY on each Member of the Supervisory
Board shall receive a fixed annual remuneration
of EUR 35,000, a profit-related remuneration
of EUR 250 for every EUR 0.01 of the earnings
per share in excess of EUR 1.20, and a performance-related
remuneration of at least EUR 35,000 and the
Chairman to receive 2.25 times and the Deputy
Chairman 1.1 times, these amounts; and approve
to increase the total remuneration for Committee
Members to EUR 585,000
7. Amend the Articles of Association in connection Mgmt No Action *
with the Law on Corporate Integrity and the
Modernization of the Right of Avoidance UMAG
which is to become effective as per 01 NOV
2005 as specified
8. Authorize the Board of Managing Directors to Mgmt No Action *
acquire shares of the Company of up to EUR
15,000,000, through the stock exchange at a
price neither more than 10% above, not more
than 20% below the market price of the shares,
or by way of a repurchase offer at a price
not differing more than 20% from the market
price of the shares, on or before 30 SEP 2006;
and authorize the Board of Managing Directors
to retire the shares, to use the shares for
acquisition purposes, to offer the shares to
employees of the Company and its affiliates,
and to use the shares for the conversion of
bonds or for the exercise of option rights
9. Approve the control and profit transfer agreement Mgmt No Action *
with the Company's wholly-owned subsidiary
Scheradmin 01 GmbH, effective retroactively
from 01 JAN 2005 until at least 31 DEC 2009
10. Approve the adjustment of the profit transfer Mgmt No Action *
agreements with the Company's wholly-owned
subsidiaries BerliServe Professional Services
GmbH, Intendis GmbH, Pharma-Verlagsbuchhandlung
GmbH, Schering Finland Holding GmbH, and Schering
Versicherungs-Vermittlung GmbH
PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting No Action *
AGENDA. IF YOU HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting No Action *
- --------------------------------------------------------------------------------------------------------------------------
SEKISUI HOUSE LTD Agenda Number: 700686655
- --------------------------------------------------------------------------------------------------------------------------
Security: J70746136
Meeting Type: AGM
Meeting Date: 27-Apr-2005
Ticker:
ISIN: JP3420600003
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve Allocation of Income, Including the Mgmt For *
Following Dividends: Interim JY 9, Final
JY 9, Special JY 0
2 Amend Articles to: Authorize Public Announcements Mgmt For *
in Electronic Format
3 Appoint Internal Statutory Auditor Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
SES GLOBAL SA Agenda Number: 700706154
- --------------------------------------------------------------------------------------------------------------------------
Security: L8300G135
Meeting Type: EGM
Meeting Date: 06-May-2005
Ticker:
ISIN: LU0088087324
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT IN ORDER FOR THE VOTING INSTRUCTIONS Non-Voting No Action *
TO BE VALID, YOU WILL NEED TO SEND IN THE COMPLETED
VOTING CERTIFICATE DULY SIGNED BY THE FDR HOLDER
OR, AS THE CASE MAY BE, THE BENEFICIAL OWNER.
YOU CAN ACCESS THIS DOCUMENT AT THE HYPERLINK
MANAGEMENT INFORMATION . SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE AT ADP. THANK YOU.
1. Approve the attendance list, quorum and adopt Mgmt No Action *
the agenda
2. Approve the nomination of a Secretary and of Mgmt No Action *
2 scrutineers
3. Amend Article 20 of the Articles of Association Mgmt No Action *
4. Miscellaneous Other No Action *
- --------------------------------------------------------------------------------------------------------------------------
SES GLOBAL SA Agenda Number: 700705277
- --------------------------------------------------------------------------------------------------------------------------
Security: L8300G135
Meeting Type: AGM
Meeting Date: 06-May-2005
Ticker:
ISIN: LU0088087324
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No Action *
# 231908 DUE TO CHANGE IN THE VOTING STATUS
OF THE RESOLUTIONS 1-6 AND 15. 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 IN ORDER FOR THE VOTING INSTRUCTIONS Non-Voting No Action *
TO BE VALID, YOU WILL NEED TO SEND IN THE COMPLETED
VOTING CERTIFICATE DULY SIGNED BY THE FDR HOLDER
OR, AS THE CASE MAY BE, THE BENEFICIAL OWNER.
YOU CAN ACCESS THIS DOCUMENT AT THE HYPERLINK
MANAGEMENT INFORMATION . SHOULD YOU HAVE ANY
QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE AT ADP. THANK YOU.
1. Receive the attendance list, the quorum and Non-Voting No Action *
the adoption of the agenda
2. Acknowledge the nomination of a Secretary and Non-Voting No Action *
of 2 Scrutineers
3. Receive the presentation of the Chairman of Non-Voting No Action *
the Board of Directors of the 2004 activities
report of the Board
4. Receive the presentation of the President and Non-Voting No Action *
Chief Executive Officer on the main developments
during 2004 and perspectives
5. Receive the presentation of the Chief Financial Non-Voting No Action *
Officer, Member of the Executive Committee,
of the 2004 financial reports
6. Receive the audit report Non-Voting No Action *
7. Approve the balance sheet as of 31 DEC 2004 Mgmt No Action *
and of the 2004 profit and loss accounts
8. Approve the allocation of 2004 profits Mgmt No Action *
9. Approve the transfers between reserve accounts Mgmt No Action *
10. Grant discharge the Members of the Board of Mgmt No Action *
Directors
11. Grant discharge the Auditor Mgmt No Action *
12. Appoint the Auditor for the year 2005 and determine Mgmt No Action *
its remuneration
13. Approve the Company acquiring own FDRs and/or Mgmt No Action *
A-, B- or C- shares
14.a Approve to determine the number of Board Members Mgmt No Action *
14.b Approve to determine the duration of the mandate Mgmt No Action *
of Board Members
14.c Appoint the Board Members Mgmt No Action *
14.d Approve to determine the remuneration of the Mgmt No Action *
Board Members
15. Miscellaneous Non-Voting No Action *
- --------------------------------------------------------------------------------------------------------------------------
SEVEN-ELEVEN JAPAN CO LTD Agenda Number: 700721423
- --------------------------------------------------------------------------------------------------------------------------
Security: J71305106
Meeting Type: AGM
Meeting Date: 27-May-2005
Ticker:
ISIN: JP3423000003
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve Allocation of Income, Including the Mgmt For *
Following Dividends: Interim JY 21.5, Final
JY 21.5, Special JY 0
2 Approve Formation of Joint Holding Company with Mgmt For *
Ito-Yokado Co. and Denny s Japan Co.
3 Amend Articles to Change Record Date for Payment Mgmt For *
of Interim Dividends
4.1 Elect Director Mgmt For *
4.2 Elect Director Mgmt For *
4.3 Elect Director Mgmt For *
4.4 Elect Director Mgmt For *
4.5 Elect Director Mgmt For *
4.6 Elect Director Mgmt For *
4.7 Elect Director Mgmt For *
4.8 Elect Director Mgmt For *
4.9 Elect Director Mgmt For *
4.10 Elect Director Mgmt For *
4.11 Elect Director Mgmt For *
4.12 Elect Director Mgmt For *
4.13 Elect Director Mgmt For *
4.14 Elect Director Mgmt For *
4.15 Elect Director Mgmt For *
4.16 Elect Director Mgmt For *
5.1 Appoint Internal Statutory Auditor Mgmt Against *
5.2 Appoint Internal Statutory Auditor Mgmt Against *
6 Approve Retirement Bonuses for Directors and Mgmt Against *
Statutory Auditor
- --------------------------------------------------------------------------------------------------------------------------
SHANGHAI FORTE LAND CO LTD Agenda Number: 700713363
- --------------------------------------------------------------------------------------------------------------------------
Security: Y7683C105
Meeting Type: AGM
Meeting Date: 15-Jun-2005
Ticker:
ISIN: CN0001642502
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the report of the Board of Directors Mgmt For *
the Board of the Company for the YE 31 DEC
2004
2. Approve the report of the Supervisory Committee Mgmt For *
of the Company for the YE 31 DEC 2004
3. Approve the audited financial statements and Mgmt For *
the report of the Auditors for the YE 31 DEC
2004
4. Declare a final dividend for the YE 31 DEC 2004 Mgmt For *
of CNY 0.06 per share
5. Re-appoint Ernst & Houng Hong Kong Certified Mgmt For *
Public Accountants and Ernst & Young Hua Ming
China Certified Public Accountants as the
international Auditors and the PRC Auditors
of the Company respectively and authorize the
Board to fix their remuneration
6. Authorize the Board to decide matters relating Mgmt For *
to the payment of interim dividend for the
6 months ending 30 JUN 2005
7.a Re-appoint Mr. Guo Guangchang as the Company Mgmt For *
s Executive Director and authorize the Board
to fix their remuneration
7.b Re-appoint Mr. Fan Wei as the Company s Executive Mgmt For *
Director and authorize the Board to fix their
remuneration
7.c Re-appoint Mr. Ding Guoqi as the Company s Executive Mgmt For *
Director and authorize the Board to fix their
remuneration
7.d Re-appoint Mr. Feng Xiekun as the Company s Mgmt For *
Non-Executive Director and authorize the Board
to fix their remuneration
7.e Re-appoint Mr. Charles Nicholas Brooke as the Mgmt For *
Company s independent Non-executive Director
and authorize the Board to fix their remuneration
7.f Re-appoint Mr. Zhang Hongming as the Company Mgmt For *
s independent Non-executive Director and authorize
the Board to fix their remuneration
7.g Re-appoint Mr. Chen Yingjie as the Company s Mgmt For *
independent Non-executive Director and authorize
the Board to fix their remuneration
7.h Re-appoint Mr. Wang Meijuan as the Company s Mgmt For *
independent Non-executive Director and authorize
the Board to fix their remuneration
8.a Re-appoint Mr. Zhang Guazheng as the Company Mgmt For *
s Supervisor
8.b Re-appoint Mr. Sun Wenqiu as the Company s Supervisor Mgmt For *
8.c Re-appoint Mr. Liu Zhangxi as the Company s Mgmt For *
Supervisor
S.9. Approve to grant a general mandate to the Board, Mgmt Against *
in accordance with the Company Law of the People
s Republic of China PRC and The Rules Governing
the Listing of Securities on The Stock Exchange
of Hong Limited Stock Exchange and from the
China Securities Regulatory Commission, to
allot, issue and deal with additional shares
in the capital of the Company, whether domestic
shares or H shares, and to make or grant offers,
agreements, and options during the relevant
period, up to the aggregate nominal amount
of shares or H shares issued and dealt with
by the Board pursuant to such mandate, does
not exceed 20% of the aggregate nominal amount
of the domestic shares in issue; and 20% of
the aggregate nominal amount of H shares in
issue; in each case as the date of this resolution;
and the Board be authorized resolving the issue
shares a) approve execute and do or procure
to be executed and done, all such documents,
deeds and things as it may consider necessary
in connection with the issue of new shares,
including without limitation , the class and
number of shares to be issue, the issue price,
the period of issue and the number of new shares
to be issued to existing shareholder if any
; b) to determine the use of proceeds and to
make all necessary filings and registrations
with the relevant PRC, Hong Kong and other
authorities; and c) to increase the registered
capital of the Company in accordance with the
actual increase of capital by issuing shares
pursuant to this resolution and to make such
amendments to the Articles of Association of
the Company Articles of Association as to
reflect the increase in the registered capital
of the Company for the purposes of this resolution;
domestic shares means ordinary shares in the
capital of the Company, with a nominal value
of RMB 0.20 each, which are subscribed for
and credited as fully paid up in Renminbl by
PRC nationals and/or PRC Incorporated entities;
H shares means the overseas-listed foreign
shares in the ordinary share capital of the
Company, with a nominal value of RMB 0.20 each,
which are subscribed for an traded in HKD;
Authority expires the earlier of the conclusion
of the next AGM of the Company or the expiration
of the 12-month period following the passing
of this resolution
S.10 Amend the Article 21 of the Articles of Association Mgmt For *
conditional upon the approval granted by the
Ministryof Commerce for the acquisition of
a total of 614,378,450 domestic shares
S.11 Authorize the Board to amend the Articles of Mgmt For *
Association as appropriate and to do all such
things as necessary in respect of such amendments
pursuant to the requirements if any of the
relevant PRC authorities or under the rules
of any stock exchange on which any securities
of the Company are listed
- --------------------------------------------------------------------------------------------------------------------------
SHINHAN FINANCIAL GROUP CO LTD Agenda Number: 700648061
- --------------------------------------------------------------------------------------------------------------------------
Security: Y7749X101
Meeting Type: AGM
Meeting Date: 30-Mar-2005
Ticker:
ISIN: KR7055550008
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the financial statements: expected cash Mgmt For *
dividend: KRW 750
2.1 Elect Mr. Byung Joo Kim as a Specialized Outside Mgmt For *
Director
2.2 Elect Mr. Il Sub Kim as a Specialized Outside Mgmt For *
Director
2.3 Elect Mr. Sang Yoon Lee as a Specialized Outside Mgmt For *
Director
2.4 Elect Mr. Yoon Soo Yoon as a Specialized Outside Mgmt For *
Director
2.5 Elect Mr. Si Yul Yoo as a Specialized Outside Mgmt For *
Director
2.6 Elect Mr. Byung Hun Park as a Outside Director Mgmt For *
2.7 Elect Mr. Dong Hyun Kwon as a Outside Director Mgmt For *
2.8 Elect Mr. Young Hoon Choi as a Outside Director Mgmt For *
2.9 Elect Mr. Si Jong Kim as a Outside Director Mgmt For *
2.10 Elect Mr. Raynics as a Outside Director Mgmt For *
3.1 Elect Mr. Il Sub Kim as a Member of the Auditors Mgmt For *
Committee
3.2 Elect Mr. Sang Yoon Lee as a Member of the Auditors Mgmt For *
Committee
3.3 Elect Mr. Dong Hyun Kwon as a Member of the Mgmt For *
Auditors Committee
3.4 Elect Mr. Si Jong Kim as a Member of the Auditors Mgmt For *
Committee
3.5 Elect Mr. Young Suk Choi as a Member of the Mgmt For *
Auditors Committee
4. Approve the remuneration limit for the Directors Mgmt For *
5. Approve the stock option for staff of Shinhan Mgmt For *
Financial Group and subsidiary Companies
- --------------------------------------------------------------------------------------------------------------------------
SHINSEI BANK LTD Agenda Number: 700740043
- --------------------------------------------------------------------------------------------------------------------------
Security: J7385L103
Meeting Type: AGM
Meeting Date: 24-Jun-2005
Ticker:
ISIN: JP3729000004
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Elect Mr. Masamoto Yashiro as a Director Mgmt For *
1.2 Elect Mr. Thierry Porte as a Director Mgmt For *
1.3 Elect Mr. Junji Sugiyama as a Director Mgmt For *
1.4 Elect Mr. Teruaki Yamamoto as a Director Mgmt For *
1.5 Elect Mr. Akira Aoki as a Director Mgmt For *
1.6 Elect Mr. Michael J. Boskin as a Director Mgmt For *
1.7 Elect Mr. Emilio Botin as a Director Mgmt For *
1.8 Elect Mr. Timothy C. Collins as a Director Mgmt For *
1.9 Elect Mr. J. Christopher Flowers as a Director Mgmt For *
1.10 Elect Mr. Takashi Imai as a Director Mgmt For *
1.11 Elect Mr. Shigeru Kani as a Director Mgmt For *
1.12 Elect Mr. Fred H. Langhammer as a Director Mgmt For *
1.13 Elect Mr. Minoru Makihara as a Director Mgmt For *
1.14 Elect Mr. Yasuharu Nagashima as a Director Mgmt For *
1.15 Elect Mr. Lucio A. Noto as a Director Mgmt For *
1.16 Elect Mr. Nobuaki Ogawa as a Director Mgmt For *
1.17 Elect Mr. John S. Wadsworth, Jr. as a Director Mgmt For *
2. Amend the Articles of Incorporation Mgmt For *
3. Approve Issuance of Shares Acquisition Rights Mgmt For *
as Stock Option
4. Approve Purchase of Own Shares Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
SINGAPORE TELECOMMUNICATIONS LTD Agenda Number: 700566029
- --------------------------------------------------------------------------------------------------------------------------
Security: Y79985126
Meeting Type: AGM
Meeting Date: 29-Jul-2004
Ticker:
ISIN: SG1A62000819
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and adopt the audited accounts for the Mgmt For *
FYE 31 MAR 2004 and the Directors Report and
the Auditors Report thereon
2. Declare a first and final dividend of 42% or Mgmt For *
6.4 cents per share less income tax in respect
of the FYE 31 MAR 2004
3. Re-elect Mr. Paul Chan Kwai Wah as the Director Mgmt For *
who retire by rotation in accordance with Article
97 of the Company s Articles of Association
4. Re-elect Mr. John Powell Morschel as the Director Mgmt For *
who retire by rotation in accordance with Article
97 of the Company s Articles of Association
5. Re-elect Mr. Chumpol NaLamlieng as the Director Mgmt For *
who retire by rotation in accordance with Article
97 of the Company s Articles of Association
6. Re-elect Mr. Jackson Peter Tai as the Director Mgmt For *
who retire by rotation in accordance with Article
97 of the Company s Articles of Association
7. Re-elect Mr. Graham John Bradley as the Directors Mgmt For *
who cease to hold office in accordance with
Article 103 of the Company s Articles of Association
8. Re-elect Mr. Deepak S. Parekh as the Directors Mgmt For *
who cease to hold office in accordance with
Article 103 of the Company s Articles of Association
9. Approve Directors fees payable by the Company Mgmt For *
of SGD1,059,501 for the FYE 31 MAR 2004
10. Appoint the Auditors and authorize the Directors Mgmt For *
to fix their remuneration
Transact any other business of an AGM Non-Voting No vote
11. a) Authorize the Directors to: (i) (a) issue Mgmt For *
shares in the capital of the Company shares
whether by way of rights, bonus or otherwise;
and/or (b) 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 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 (ii)
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 sub-paragraph (2) below , 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
15% of the issued share capital of the Company
as calculated in accordance with sub-paragraph
(2) below ; (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 sub-paragraph
(1) above, 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 and the
rules of any other stock exchange on which
the shares of the Company may for the time
being be listed or quoted Other Exchange
for the time being in force unless such
compliance has been waived by the SGX-ST or,
as the case may be, the Other Exchange and
the Articles of Association for the time being
of the Company; and (4)authority expires earlier
the conclusion of the next Annual General Meeting
of the Company or the date by which the next
Annual General Meeting of the Company is required
by Law to be held
12. Authorize the Directors to allot and issue from Mgmt Against *
time to time such number of shares in the capital
of the Company as required to be issued pursuant
to the exercise of options under the Singapore
Telecom Share Option Scheme 1999 the 1999
Scheme , provided that the aggregate number
of shares to be issued pursuant to the 1999
Scheme and the SingTel Performance Share Plan
shall not exceed 10% of the issued share capital
of the Company
13. Authorize the Directors to grant awards in accordance Mgmt Against *
with the provisions of the SingTel Performance
Share Plan the Plan and to allot and issue
from time to time such number of fully paid-up
shares in the capital of the Company as may
be required to be issued pursuant to the vesting
of awards under the Plan, provided always that
the aggregate number of shares to be issued
pursuant to the 1999 Scheme and the Plan shall
not exceed 10% of the issued share capital
of the Company from time to time
- --------------------------------------------------------------------------------------------------------------------------
SK TELECOM CO LTD Agenda Number: 700648465
- --------------------------------------------------------------------------------------------------------------------------
Security: Y4935N104
Meeting Type: AGM
Meeting Date: 11-Mar-2005
Ticker:
ISIN: KR7017670001
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the financial statements Mgmt For *
2. Amend the Articles of Incorporation Mgmt For *
3. Approve the remuneration limit for the Directors Mgmt For *
4.1.1 Elect Mr. Shin Bae Kim as a Director Mgmt For *
4.1.2 Elect Mr. Bang Hyung Lee as a Director Mgmt For *
4.2.1 Elect Mr. Dae Gyu Byun as a Outside Director Mgmt For *
4.2.2 Elect Mr. Seung Taek Yang as a Outside Director Mgmt For *
4.2.3 Elect Mr. Jae Seung Yoon as a Outside Director Mgmt For *
4.2.4 Elect Mr. Sang Jin Lee as a Outside Director Mgmt For *
4.3 Elect Mr. Dae Sik Kim as a Outside Directors Mgmt For *
who will be Member of the Auditors Committee
- --------------------------------------------------------------------------------------------------------------------------
SKF AB Agenda Number: 700657856
- --------------------------------------------------------------------------------------------------------------------------
Security: W84237143
Meeting Type: AGM
Meeting Date: 19-Apr-2005
Ticker:
ISIN: SE0000108227
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No Action *
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 Action *
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.
PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE Non-Voting No Action *
OPTION IN SWEDEN. THANK YOU.
1. Opening of the AGM Non-Voting No Action *
2. Elect Mr. Anders Scharp as the Chairman for Mgmt No Action *
the meeting
3. Approve the voting list Non-Voting No Action *
4. Approve the agenda Non-Voting No Action *
5. Elect a person to verify the minutes Non-Voting No Action *
6. Approve that the meeting has been duly convened Non-Voting No Action *
7. Receive the annual report and the audit report Non-Voting No Action *
as well as consolidated accounts and the audit
report for the Group including a report on
the activities of the Board of Directors and
Board committees and principles for remuneration
of the Executive Management
8. Approve the address by the President Non-Voting No Action *
9. Adopt the income statement and the balance sheet Mgmt No Action *
and the consolidated income statement and the
consolidated balance sheet
10. Approve the dividend for the FY 2004 of SEK Mgmt No Action *
12.00 per share
11. Grant discharge of the Board Members and the Mgmt No Action *
President from liability
12. Approve that Board of Directors shall consist Mgmt No Action *
of 8 Members and no Deputy Members
13. Approve that the Board of Directors for the Mgmt No Action *
period up to the end of next AGM, receive a
fee according to the following: a firm allotment
of SEK 2,350,000, to be distributed with SEK
700,000 to the Chairman of the Board and with
SEK 275,000 to each of the other Board members
elected by the AGM and not employed by the
Company; b a variable allotment corresponding
to the value, calculated as below, of 800 Company
shares of series B to be received by the Chairman,
and 300 shares of series B to be received by
each of the other Board Members, both numbers
stated before execution of the split; and c
an allotment for Committee work of SEK 300,000
to be divided among the Board members who are
part of a Committee established by the Board
of Directors; a prerequisite for obtaining
an allotment is that the Board Member is elected
by he AGM and not employed by the Company;
when deciding upon the variable allotment,
the value of a share of series B shall be determined
at the average latest payment rate according
to the quotations on the Stockholm Stock Exchange
during the five trading days after publication
of the Company s press release for the FY 2005
14. Re-elect Mr. Anders Scharp, Mr. Soren Gyll, Mgmt No Action *
Mr. Vito H Baumgartner, Mr. Ulla Litzen, Mr.
Clas Ake HedstrOm, Mr. Tom Johnstone and Mr.
Winie Kin Wah Fok. Leif Ostling as the Board
Members to be newly elected
15. Approve that an Auditor with no Deputy Auditor Mgmt No Action *
is elected for the period up to the end of
the general meeting according to Chapter 9,
Section 7 first Paragraph of the Companies
Act which is held during the FY 2009
16. Approve that the Auditor is paid for work performed Mgmt No Action *
as invoiced
17. Elect the accounting firm KPMG as the Auditor Mgmt No Action *
for the period up to the end of the general
meeting according to Chapter 9, Section 7 first
Paragraph of the Companies Act which is held
during the FY 2009
18.a Amend the Articles of Association Mgmt No Action *
18.b Approve that the Company s share capital shall Mgmt No Action *
be reduced by SEK 284,594,417.50 the reduction
amount through redemption of 113,837,767 shares;
the purpose of reduction is repayment to the
shareholders for each redeemed share SEK 25
will be paid, of which SEK 2.50 constitutes
the nominal value of the share; payment will
be made of in total SEK 2,845,944,175
18.C Approve to increase the Company s share capital Mgmt No Action *
by SEK 284,594,417.50 through an issue of 113,837,767
new shares of Series C
18.d Approve the reduction of the share capital by Mgmt No Action *
SEK 284,594,417.50 by redemption of shares
of Series C and transfer of funds to the legal
reserve
19. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shr No Action *
PROPOSAL: Approve: (1) that the Company shall
have a Nomination Committee formed by one representative
of each one of the four major shareholders
with regard to the number of votes held as
well as the Chairman of the Board of Directors;
2) in the event that the shareholder the member
represents would largely reduce its shareholding
in the Company, such a Member may resign and
a representative of the shareholder next in
turn size-wise with regard to the number of
votes held be offered the opportunity of being
elected in his/her place; and in the event
that a shareholder representative no longer
represents the shareholder, the shareholder
is asked to elect a new representative to become
a Member of the Nomination Committee; 3 that
the Nomination Committee is to furnish proposals
in the following matters to be presented to,
and resolved by, the AGM in 2006: a proposal
for Chairman of the AGM; b proposal for Board
of Directors; c proposal for Chairman of the
Board of Directors; d proposal for fee to
the Board of Directors; e proposal for fee
to the Auditors; f proposal for a Nomination
Committee facing the AGM of 2007; and 4) that
the Nomination Committee, when performing its
duties, will fulfill the tasks that rest upon
the Nomination Committee under the Swedish
Code on Corporate Governance, among other things
to supply the Company with certain information
in order to enable the Company to fulfill its
information obligation under the code
- --------------------------------------------------------------------------------------------------------------------------
SNC-LAVALIN GROUP INC. Agenda Number: 932290377
- --------------------------------------------------------------------------------------------------------------------------
Security: 78460T105
Meeting Type: Annual
Meeting Date: 05-May-2005
Ticker: SNCAF
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
A.A. BRUNEAU Mgmt For For
J.E. CLEGHORN Mgmt For For
J.A. DROUIN Mgmt For For
D. GOLDMAN Mgmt For For
J. LAMARRE Mgmt For For
A.F. LEACH Mgmt For For
P.H. LESSARD Mgmt For For
C. MONGEAU Mgmt For For
G. MORGAN Mgmt For For
E.A. PARKINSON-MARCOUX Mgmt For For
H.D. SEGAL Mgmt For For
L.N. STEVENSON Mgmt For For
02 APPOINTMENT OF AUDITORS. Mgmt For For
03 THE RESOLUTION SET OUT IN SCHEDULE A OF THE Mgmt Against Against
ACCOMPANYING MANAGEMENT PROXY CIRCULAR, CONFIRMING
THE AMENDMENTS TO THE BY-LAWS OF THE CORPORATION.
04 THE RESOLUTION SET OUT IN SCHEDULE B OF THE Mgmt Against Against
ACCOMPANYING MANAGEMENT PROXY CIRCULAR, RECONFIRMING
AND APPROVING THE AMENDED AND RESTATED SHAREHOLDER
RIGHTS PLAN AGREEMENT AS DESCRIBED IN THE ACCOMPANYING
MANAGEMENT PROXY CIRCULAR.
- --------------------------------------------------------------------------------------------------------------------------
SOCIETE GENERALE Agenda Number: 700702978
- --------------------------------------------------------------------------------------------------------------------------
Security: F43638141
Meeting Type: MIX
Meeting Date: 09-May-2005
Ticker:
ISIN: FR0000130809
- --------------------------------------------------------------------------------------------------------------------------
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:
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
220981 DUE TO CHANGE IN THE MEETING DATE AND
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 Acknowledge the report of the Board of Directors Mgmt For *
and the general report of the Statutory Auditors;
and approve the financial statements and the
balance sheet for the YE 31 DEC 2004; and the
net profit of EUR 2,303,226,958.31, after taxes
deduction for FY 2004
O.2 Approves the recommendations of the Board of Mgmt For *
Directors and notes a profit of EUR 2,303,226,958.31
allocation to the legal reserve: EUR 839,801.24
disposable balance for distribution: EUR 2,302,387,157.07
plus the prior retained earnings: EUR 3,803,901,724.00
distributable profit: EUR 6,106,288,881.07
appropriation as follows: carry forward account:
EUR 833,381,732.37 global dividend: EUR 1,469,005,424.70
the shareholders will receive a net dividend
of EUR 1.25 per share; this dividend will be
paid on 30 MAY 2005; thanks to shares premiums,
the reserves amount to EUR 10,111,265,559.65
whereas they were of EUR 9,761,180,538.34 in
2003; the carry forward account of EUR 3,803,901,724.00
is increased to EUR 4,637,283,456.37 as required
by Law
O.3 Acknowledge the reports of the Board of Directors Mgmt For *
and the statutory Auditors; approve the consolidated
financial statements for the FY 31 DEC 2004
O.4 Approve, after hearing the special report of Mgmt For *
the Auditors on agreements governed by Article
L. 225-38 of the French Commercial Code, the
report and the Agreements
O.5 Approve to renew the term of office of Mr. Jean Mgmt For *
Azema as a Director for a period of 4 years
O.6 Approve to renew the term of office of Mrs. Mgmt For *
Elisabeth Lulin as a Director for a period
of 4 years
O.7 Approve to renew the term of office of Mr. Patrick Mgmt For *
Richard as a Director for a period of 4 years
O.8 Authorize the Board of Directors to trade in Mgmt For *
the Company s shares on the stock market, as
per the following conditions: maximum purchase
price: EUR 113.00 minimum sale price: EUR 46.00
maximum number of shares to be traded: 10%
of the shares comprising the share capital;
Authority expires at the end of 18 months
; the present delegation cancels and replaces,
for the period unused, the delegation set forth
in Resolution number 10 and given by the general
meeting of 29 APR 2004
E.9 Approve to decide to change the Directors number Mgmt For *
and amend Article of Association number 7,
entitled Directors
E.10 Approve to decide to change the Directors number Mgmt For *
and amend Article of Association number 7,
entitled Directors
E.11 Authorize the Board of Directors to proceed Mgmt Against *
with allocations free of 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 1% of the share capital; Authority expires
at the end of 14 months
E.12 Authorize the Board of Directors to increase Mgmt Against *
the share capital, in consideration for the
contribution in kind of shares or securities
giving access to the capital, except in the
context of a public exchange offer and provided
that it shall not exceed a maximum nominal
amount of EUR 10% of the share capital, subject
to the nominal limit of EUR 300 million for
capital increases without preemptive subscription
rights authorized by the general meeting of
29 APR 2004 in its 12 Resolution; Authority
expires at the end of 14 months
O.13 Grants all powers to the bearer of a copy or Mgmt For *
an extract of the minutes of this meeting in
order to accomplish all formalities, filings
and registrations prescribed by law
A. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr For *
Amend the Article 14 of the By-laws any provision
restricting the voting rights that a shareholder
may exercise at a general meeting
- --------------------------------------------------------------------------------------------------------------------------
STANDARD CHARTERED PLC Agenda Number: 700662819
- --------------------------------------------------------------------------------------------------------------------------
Security: G84228157
Meeting Type: AGM
Meeting Date: 05-May-2005
Ticker:
ISIN: GB0004082847
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the annual report and the accounts for Mgmt Split 27% For 27% Meeting Attendance*
the YE 31 DEC 2004
2. Declare a final dividend of 40.44 US cents per Mgmt Split 27% For 27% Meeting Attendance*
ordinary share for the YE 31 DEC 2004
3. Approve the Directors remuneration report for Mgmt Split 27% For 27% Meeting Attendance*
the YE 31 DEC 2004
4. Elect Miss V.F. Gooding as a Non-Executive Director Mgmt Split 27% For 27% Meeting Attendance*
by the Board during the year
5. Elect Mr. O.H.J. Stocken as a Non-Executive Mgmt Split 27% For 27% Meeting Attendance*
Director by the Board during the year
6. Re-elect Sir C. K. Chow as a Non-Executive Director, Mgmt Split 27% For 27% Meeting Attendance*
who retires by rotation
7. Re-elect Mr. Ho KwonPing as a Non-Executive Mgmt Split 27% Against 0% Meeting Attendance*
Director, who retires by rotation
8. Re-elect Mr. R.H. Meddings as an Executive Director, Mgmt Split 27% For 27% Meeting Attendance*
who retires by rotation
9. Re-elect Mr. K.S. Nargolwala as an Executive Mgmt Split 27% For 27% Meeting Attendance*
Director, who retires by rotation
10. Re-elect Mr. H.E Norton as a Non-Executive Director, Mgmt Split 27% For 27% Meeting Attendance*
who retires by rotation
11. Re-appoint KPMG Audit PLC as the Auditor to Mgmt Split 27% For 27% Meeting Attendance*
the Company until the end of next year s AGM
12. Authorize the Board to set the Auditor s fees Mgmt Split 27% For 27% Meeting Attendance*
13. Authorize the Board, as defined in the Companies Mgmt Split 27% For 27% Meeting Attendance*
Act 1985, limited 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 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 Mgmt Split 27% For 27% Meeting Attendance*
up to a total 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 Mgmt Split 27% For 27% Meeting Attendance*
an ordinary resolution, 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 en
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 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 Mgmt Split 27% For 27% Meeting Attendance*
conditions, to make 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 Mgmt Split 27% For 27% Meeting Attendance*
conditions, to make 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 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 Mgmt Split 27% For 27% Meeting Attendance*
of the Company
- --------------------------------------------------------------------------------------------------------------------------
SUMITOMO REALTY & DEVELOPMENT CO LTD Agenda Number: 700738606
- --------------------------------------------------------------------------------------------------------------------------
Security: J77841112
Meeting Type: AGM
Meeting Date: 29-Jun-2005
Ticker:
ISIN: JP3409000001
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve Appropriation of Profits: Term-End Dividend Mgmt For *
- Ordinary Dividend 9 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 *
3.7 Elect a Director Mgmt For *
3.8 Elect a Director Mgmt For *
4.1 Appoint a Corporate Auditor Mgmt Against *
4.2 Appoint a Corporate Auditor Mgmt Against *
4.3 Appoint a Corporate Auditor Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
SUN HUNG KAI PROPERTIES LTD Agenda Number: 700601974
- --------------------------------------------------------------------------------------------------------------------------
Security: Y82594121
Meeting Type: AGM
Meeting Date: 09-Dec-2004
Ticker:
ISIN: HK0016000132
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and approve the report of the Directors Mgmt For *
and the audited accounts for the YE 30 JUN
2003
2. Declare a final dividend Mgmt For *
3. Re-elect the Directors and authorize the Board Mgmt For *
of Directors of the Company to fix their remuneration
4. Re-appoint the Auditors and authorize the Board Mgmt For *
of Directors of the Company to fix their remuneration
5. Authorize the Directors of the Company to repurchase Mgmt For *
shares of the 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, Mgmt Against *
issue and deal with 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) a rights issue; or ii) any option scheme
or similar arrangement; or iii) any scrip dividend
or 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 Mgmt For *
of the Company 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 Mgmt For *
to the exclusion of and in substitution for
all the existing Articles of Association of
the Company
9. Transact any other business Other Abstain *
- --------------------------------------------------------------------------------------------------------------------------
SUZUKI MOTOR CORP Agenda Number: 700732755
- --------------------------------------------------------------------------------------------------------------------------
Security: J78529138
Meeting Type: AGM
Meeting Date: 29-Jun-2005
Ticker:
ISIN: JP3397200001
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve Appropriation of Profits: Ordinary Dividend Mgmt For *
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 *
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 *
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 *
2.28 Elect a Director Mgmt For *
2.29 Elect a Director Mgmt For *
2.30 Elect a Director Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
SVENSKA CELLULOSA AKTIEBOLAGET SCA Agenda Number: 700651551
- --------------------------------------------------------------------------------------------------------------------------
Security: W90152120
Meeting Type: AGM
Meeting Date: 05-Apr-2005
Ticker:
ISIN: SE0000112724
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
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.
MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting No vote
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 ABSTAIN IS NOT A VALID VOTE Non-Voting No vote
OPTION IN SWEDEN. THANK YOU.
1. Elect the Chairman of the AGM Mgmt For *
2. Approve the voting list Mgmt For *
3. Elect two persons to verify the minutes Mgmt For *
4. Acknowledge whether the AGM has been duly convened Mgmt For *
5. Approve the agenda Mgmt For *
6. Receive the annual report and the Auditors report, Mgmt Abstain *
and the consolidated financial statement and
the Auditors report on the consolidated financial
statement
7.a Approve to adopt the income statement and the Mgmt For *
balance sheet, and the consolidated income
statement and the consolidated balance sheet
7.b Approve the allocation of the Company s earnings Mgmt For *
as shown in the adopted balance sheet and record
date for dividends
7.c Grant discharge from personal liability to the Mgmt For *
Directors and the President
8. Approve to determine the number of Directors Mgmt For *
at seven and no Alternate Directors
9. Approve to determine the remuneration of Directors Mgmt For *
and the Auditors; the total remuneration of
the Board of Directors shall be SEK 3,250,000
of which SEK 350,000 shall be allocated to
each and every Director elected at the AGM
10. Re-elect Mr. Rolf Borjesson, Mr. Soren Gyll, Mgmt For *
Mr. Tom Hedelius, Mr. Sverker Martin-Lof, Mr.
Anders Nyren, Mr. Indra Aaandor, Mr. Jan Astrom
as Directors and Mr. Martin-Lof as a Chairman
11. Approve the Election Committee for the 2006 Mgmt For *
AGM
12. Conclusion of the AGM Mgmt Abstain *
- --------------------------------------------------------------------------------------------------------------------------
SYNGENTA AG, BASEL Agenda Number: 700680689
- --------------------------------------------------------------------------------------------------------------------------
Security: H84140112
Meeting Type: OGM
Meeting Date: 26-Apr-2005
Ticker:
ISIN: CH0011037469
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting No Action *
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS. THANK YOU.
1. Approve the annual report, the annual financial Mgmt No Action *
statements and the Group consolidated financial
statements for the year 2004
2. Grant discharge to the Members of the Board Mgmt No Action *
of Directors and the Executive Committee
3. Approve the appropriation of balance sheet profit Mgmt No Action *
2004
4. Approve: (A) the cancellation of 6,196,337 shares, Mgmt No Action *
acquired on the second trading line, and the
corresponding reduction of the share capital
of the Company from CHF 934,286,047.20 by CHF
51,429,597.10 to CHF 882,856,450.10; (B) to
declare, as a result of a special audit report
prepared in accordance with Article 732 paragraph
2 of the Swiss Code of Obligations, that the
claims by the creditors are fully covered
notwithstanding the above reduction of the
share capital; and (C) to amend Article 4,
paragraph 1 of the Articles of Incorporation
of Syngenta AG on completion of the capital
reduction
5. Approve: (A) to reduce the Company s share capital Mgmt No Action *
from CHF 882,856,450.10 by CHF 287,194,266.90
to CHF 595,662,183.20 by reduction of the nominal
value of each of the remaining 106,368,247
shares from CHF 8.30 by CHF 2.70 to CHF 5.60
and to repay to the shareholders CHF 2.70 per
share; (B) to declare, as a result of a special
audit report prepared in accordance with Article
732 paragraph 2 of the Swiss Code of ligations,
that the claims by the creditors are fully
covered notwithstanding the above reduction
of the share capital; (C) to amend Article
4, paragraph 1, of the Articles of Incorporation
of Syngenta AG on completion of the capital
reduction
6.1 Re-elect Mr. Martin Taylor as a Director for Mgmt No Action *
a 3-year term
6.2 Re-elect Mr. Peter Thompson as a Director for Mgmt No Action *
a 3-year term
6.3 Re-elect Mr. Rolf Watter as a Director for a Mgmt No Action *
3-year term
6.4 Re-elect Mr. Rolf Watter as a Director for a Mgmt No Action *
3-year term
6.5 Elect Mr. Jacques Vincent as a Director for Mgmt No Action *
a 2-year term
7. Re-elect Ernst & Young AG as Auditors of Syngenta Mgmt No Action *
AG and Group Auditors for the business year
2005
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No Action *
ID 222870 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.
- --------------------------------------------------------------------------------------------------------------------------
TAISHO PHARMACEUTICAL CO LTD Agenda Number: 700757911
- --------------------------------------------------------------------------------------------------------------------------
Security: J79819108
Meeting Type: AGM
Meeting Date: 29-Jun-2005
Ticker:
ISIN: JP3442800003
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve Allocation of Income, Including the Mgmt For *
Following Dividends: Interim JY 0, Final
JY 25, Special JY 0
2 Amend Articles to: Decrease Authorized Capital Mgmt For *
to Reflect Share Repurchase
- --------------------------------------------------------------------------------------------------------------------------
TAIWAN SEMICONDUCTOR MFG. CO. LTD. Agenda Number: 932245245
- --------------------------------------------------------------------------------------------------------------------------
Security: 874039100
Meeting Type: Special
Meeting Date: 21-Dec-2004
Ticker: TSM
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO APPROVE THE REVISIONS OF THE COMPANY S ARTICLES Mgmt Split 63% For Split
OF INCORPORATION, AS SET FORTH IN THE COMPANY
S NOTICE OF MEETING ENCLOSED HEREWITH.
- --------------------------------------------------------------------------------------------------------------------------
TAIWAN SEMICONDUCTOR MFG. CO. LTD. Agenda Number: 932304316
- --------------------------------------------------------------------------------------------------------------------------
Security: 874039100
Meeting Type: Annual
Meeting Date: 10-May-2005
Ticker: TSM
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO ACCEPT 2004 BUSINESS REPORT AND FINANCIAL Mgmt Split 88% For 12% Against Split
STATEMENTS.
02 TO APPROVE THE PROPOSAL FOR DISTRIBUTION OF Mgmt For For
2004 PROFITS.
03 TO APPROVE THE CAPITALIZATION OF 2004 STOCK Mgmt For For
DIVIDENDS AND EMPLOYEE PROFIT SHARING (IN STOCK).
04 TO APPROVE REVISIONS TO THE ARTICLES OF INCORPORATION. Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
TAIWAN SEMICONDUCTOR MFG. CO. LTD. Agenda Number: 932304316
- --------------------------------------------------------------------------------------------------------------------------
Security: 874039209
Meeting Type: Annual
Meeting Date: 10-May-2005
Ticker:
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO ACCEPT 2004 BUSINESS REPORT AND FINANCIAL Mgmt Against Against
STATEMENTS.
02 TO APPROVE THE PROPOSAL FOR DISTRIBUTION OF Mgmt For For
2004 PROFITS.
03 TO APPROVE THE CAPITALIZATION OF 2004 STOCK Mgmt For For
DIVIDENDS AND EMPLOYEE PROFIT SHARING (IN STOCK).
04 TO APPROVE REVISIONS TO THE ARTICLES OF INCORPORATION. Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
TAKEFUJI CORP Agenda Number: 700761441
- --------------------------------------------------------------------------------------------------------------------------
Security: J81335101
Meeting Type: AGM
Meeting Date: 29-Jun-2005
Ticker:
ISIN: JP3463200000
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve Allocation of Income, Including the Mgmt For *
Following Dividends: Interim JY 50, Final
JY 50, Special JY 0
2 Amend Articles to: Expand Business Lines - Reduce Mgmt For *
Maximum Board Size - 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 *
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 *
- --------------------------------------------------------------------------------------------------------------------------
TALISMAN ENERGY INC Agenda Number: 700673444
- --------------------------------------------------------------------------------------------------------------------------
Security: 87425E103
Meeting Type: MIX
Meeting Date: 03-May-2005
Ticker:
ISIN: CA87425E1034
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Receive the annual report and the consolidated Non-Voting No vote
financial statements of the Company for the
YE 31 DEC 2004 together with the report of
the Auditor thereon
1.1 Elect Mr. Douglas D. Baldwin as a Director for Mgmt For *
the ensuing year
1.2 Elect Mr. James W. Buckee as a Director for Mgmt For *
the ensuing year
1.3 Elect Mr. Kevin S. Dunne as a Director for the Mgmt For *
ensuing year
1.4 Elect Mr. Al L. Flood as a Director for the Mgmt For *
ensuing year
1.5 Elect Mr. Dale G. Parker as a Director for the Mgmt For *
ensuing year
1.6 Elect Mr. Lawrence G. Tapp as a Director for Mgmt For *
the ensuing year
1.7 Elect Mr. Stella M. Thompson as a Director for Mgmt For *
the ensuing year
1.8 Elect Mr. Robert G. Welty as a Director for Mgmt For *
the ensuing year
1.9 Elect Mr. Charles W. Wilson as a Director for Mgmt For *
the ensuing year
2. Re-appoint Ernst & Young LLP, Chartered Accountants, Mgmt For *
as the Auditor of the Company, to hold office
until the next AGM
3. Amend the Shareholder Rights Plan Agreement Mgmt Against *
dated as of 03 MAR 1999 and restate as of 01
MAY 2002 between the Company and the Computershare
Trust Company of Canada the Rights Agreement
be extended to the termination of the AGM
of the Company in the year 2008 as specified;
and amend the Rights Agreement as the Company
may consider necessary or advisable to satisfy
the requirements of any Stock Exchange or professional
commentators on shareholder rights plans in
order to conform the rights agreement to versions
of shareholder rights plans currently prevalent
for reporting issuers in Canada
Transact other business Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
TANDBERG ASA Agenda Number: 700670905
- --------------------------------------------------------------------------------------------------------------------------
Security: R88391108
Meeting Type: AGM
Meeting Date: 14-Apr-2005
Ticker:
ISIN: NO0005620856
- --------------------------------------------------------------------------------------------------------------------------
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
MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting No vote
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. Opening of the meeting by the Chairman of the Mgmt For *
Board and summary of shareholders present
2. Elect the Chairman for the meeting and two individuals Mgmt For *
to countersign the minutes
3. Approve the notice and agenda Mgmt For *
4. Approve the Management s status report Mgmt For *
5. Approve the annual accounts 2004, including Mgmt For *
proposal of dividend payment
6. Approve the changes to the Articles of Association Mgmt For *
7. Approve to determine the fees payable to the Mgmt For *
Board of Directors, Nominating Committee and
the Auditors
8. Elect the Board and Nominating Committee Mgmt For *
9. Authorize the Board to increase the share capital Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
TELEFON AB L.M.ERICSSON Agenda Number: 700574886
- --------------------------------------------------------------------------------------------------------------------------
Security: W26049101
Meeting Type: EGM
Meeting Date: 31-Aug-2004
Ticker:
ISIN: SE0000108649
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
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.
1. Elect the Chairman of the meeting Mgmt For *
2. Approve the preparation and the voting list Mgmt For *
3. Approve the agenda of the meeting Mgmt For *
4. Approve to determine as to whether the meeting Mgmt For *
has been announced
5. Elect two persons to approve the minutes Mgmt For *
6. Amend Section 6 in the Articles of Association Mgmt For *
in accordance with the voting right for each
share of series B is changed from one thousandth
part of one vote to one tenth part of one vote
and one share of series B may be converted
to one share of series A during the period
as specified, by the holders of a special conversion
right and the Company shall apply for the registration
of the conversion once a month during the period;
and the issue of the conversion rights to each
holder of a share of series A and each share
of series A will entitle to one conversion
right and each conversion right entitles the
holder to convert one share of series B to
one share of series on the terms stated in
the amendments of 6; and each registered holder
for each share of series A, receive a conversion
right
7. Approve the abandonment of shares of the series Mgmt Split 30% For 70% Against *
A and the compensation for the difference in
the share price between the shares of series
A and B should be paid with an amount equaling
such difference, compensation should be paid
in the shares of series B
8. Closing of the meeting Mgmt Split 70% For 30% Abstain *
- --------------------------------------------------------------------------------------------------------------------------
TERUMO CORP Agenda Number: 700739189
- --------------------------------------------------------------------------------------------------------------------------
Security: J83173104
Meeting Type: AGM
Meeting Date: 29-Jun-2005
Ticker:
ISIN: JP3546800008
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve Allocation of Income, Including the Mgmt For *
Following Dividends: Interim JY 8, Final
JY 12, Special JY 0
2 Amend Articles to: Expand Business Lines - Increase Mgmt For *
Authorized Capital from 500 Million to 840
Million Shares - Decrease Maximum Board Size
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 *
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 *
4 Approve Retirement Bonuses for Directors Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
TESCO PLC Agenda Number: 700723097
- --------------------------------------------------------------------------------------------------------------------------
Security: G87621101
Meeting Type: AGM
Meeting Date: 24-Jun-2005
Ticker:
ISIN: GB0008847096
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the accounts and reports of the Directors Mgmt For *
and the Auditors for the FYE 26 FEB 2005
2. Approve the Directors remuneration report for Mgmt For *
the FYE 26 FEB 2005
3. Approve the final dividend of 5.27 pence per Mgmt For *
share by the Directors to be declared payable
on 01 JUL 2005 to holders of ordinary shares
registered at the close of business on 22 APR
2005
4. Re-elect Mr. Rodney Chase as a Director in accordance Mgmt For *
with the Company s Articles of Association,
who retires by rotation
5. Re-elect Sir Terry Leahy as a Director in accordance Mgmt For *
with the Company s Articles of Association,
who retires by rotation
6. Re-elect Mr. Tim Mason as a Director in accordance Mgmt For *
with the Company s Articles of Association,
who retires by rotation
7. Re-elect Mr. David Potts as a Director in accordance Mgmt For *
with the Company s Articles of Association,
who retires by rotation
8. Elect Mr. Karen Cook as a Director Mgmt For *
9. Elect Mr. Carolyn McCall as a Director Mgmt For *
10. Re-appoint PricewaterhouseCoopers LLP as Auditors Mgmt For *
of the Company, to hold office until the conclusion
of the next AGM at which accounts are laid
before the Company
11. Authorize the Directors to determine the Auditors Mgmt For *
remuneration
12. Approve to increase the authorized share capital Mgmt For *
of the Company from GBP 530,000,000 to GBP
535,000,000 by the creation of 100,000,000
ordinary shares of 5p each
13. Authorize the Directors to exercise the power Mgmt For *
contained in the Articles to offer the holders
of ordinary shares of 5p each in the capital
of the Company the shares the right to receive
new shares, credited as fully as paid instead
of the cash amount which would otherwise be
due to them in respect of any dividends including
the final dividend for the FYE 26 FEB 2005,
for any financial period ending on or before
04 APR 2010
14. Authorize the Directors, in accordance with Mgmt For *
Section 80 of the Companies Act 1985 (the Act),
to allot relevant securities as defined in
Section 80(2) of the Act of the Company up
to an aggregate nominal amount of GBP 129.2
million which is equal to approximately 33%
of the current issued share capital of the
Company Authority expires the earlier of
the next AGM of the Company or 24 JUN 2004
; and the Directors may make allotments during
the relevant period which may be exercised
after the relevant period
S.15 Authorize the Directors, pursuant to Section Mgmt For *
95 of the Act, to allot equity securities for
cash pursuant to the authority given to the
Directors for the purposes of Section 80 of
the Act, disapplying the statutory pre-emption
rights Section 89(1) , provided that this
power is limited to the allotment of equity
securities: i) in connection with a rights
issue in favor of ordinary shareholders; ii)
up to an aggregate nominal amount of GBP 19.47
million 5% of the issued share capital ;
Authority expires the earlier of the conclusion
of the next AGM of the Company or 15 months
from the date of the passing of this resolution
; 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.16 Authorize the Company, to make market purchases Mgmt For *
within the meaning of Section 163(3) of the
Act of up to 778.70 million shares of 5p each
in the capital of the Company, at a minimum
price of 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 or 18 months from the
date of the passing 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
17. Authorize the Company, to make donations to Mgmt For *
EU political organization not exceeding GBP
100,000 and to incur EU political expenditure
up to a maximum aggregate amount of GBP 100,000;
Authority expires at the conclusion of the
next AGM or 15 months from the date of the
passing of this resolution
18. Authorize the Tesco Stores Limited, to make Mgmt For *
donations to EU political organization not
exceeding GBP 100,000 and to incur EU political
expenditure up to a maximum aggregate amount
of GBP 100,000; Authority expires at the conclusion
of the next AGM or 15 months from the date
of the passing of this resolution
19. Authorize the Tesco Ireland Limited, to make Mgmt For *
donations to EU political organization not
exceeding GBP 25,000 and to incur EU political
expenditure up to a maximum aggregate amount
of GBP 25,000; Authority expires at the conclusion
of the next AGM or 15 months from the date
of the passing of this resolution
20. Authorize the Tesco Vin Plus S.A., to make donations Mgmt For *
to EU political organization not exceeding
GBP 25,000 and to incur EU political expenditure
up to a maximum aggregate amount of GBP 25,000;
Authority expires at the conclusion of the
next AGM or 15 months from the date of the
passing of this resolution
21. Authorize the Tesco Stores CR a.s., to make Mgmt For *
donations to EU political organization not
exceeding GBP 25,000 and to incur EU political
expenditure up to a maximum aggregate amount
of GBP 25,000; Authority expires at the conclusion
of the next AGM or 15 months from the date
of the passing of this resolution
22. Authorize the Tesco Stores SR a.s., to make Mgmt For *
donations to EU political organization not
exceeding GBP 25,000 and to incur EU political
expenditure up to a maximum aggregate amount
of GBP 25,000; Authority expires at the conclusion
of the next AGM or 15 months from the date
of the passing of this resolution
23. Authorize the Tesco Global Rt, to make donations Mgmt For *
to EU political organization not exceeding
GBP 25,000 and to incur EU political expenditure
up to a maximum aggregate amount of GBP 25,000;
Authority expires at the conclusion of the
next AGM or 15 months from the date of the
passing of this resolution
24. Authorize the Tesco Polska Sp z.o.o., to make Mgmt For *
donations to EU political organization not
exceeding GBP 25,000 and to incur EU political
expenditure up to a maximum aggregate amount
of GBP 25,000; Authority expires at the conclusion
of the next AGM or 15 months from the date
of the passing of this resolution
- --------------------------------------------------------------------------------------------------------------------------
TOTAL SA Agenda Number: 700659418
- --------------------------------------------------------------------------------------------------------------------------
Security: F92124100
Meeting Type: MIX
Meeting Date: 28-Apr-2005
Ticker:
ISIN: FR0000120271
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A Verification Period exists in France. Please Non-Voting No Action *
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 Action *
REACH QUORUM, THERE WILL BE A SECOND CALL ON
17 MAY 2005. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE
AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT
YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM
IS MET OR THE MEETING IS CANCELLED. THANK
YOU.
O.1 Receive the report of the Board of Directors Mgmt No Action *
and the general report of the Statutory Auditors;
approve the financial statements and the balance
sheet for the year 2004
O.2 Approve the consolidated financial statements Mgmt No Action *
for the said FY
O.3 Approve the profits for the FY : EUR 3,443,251,656.00 Mgmt No Action *
prior retained earnings: EUR 1,355,570,990.00
distributable profits : EUR 4,798,822,646.00
appropriation to: global dividend: EUR 3,429,081,583.00
carry forward account: EUR 1,369,741,063.00
a dividend of EUR 5.40 will be paid; and to
pay the interim dividend of EUR 2.40 on 24
NOV 2004 giving the right to a tax credit;
the remaining dividend of EUR 3.00 will be
paid on 24 MAY 2005
O.4 Receive the special report of the Auditors on Mgmt No Action *
the agreements governed by the Article L.225-38
of the French Commercial Code; approve the
said report and the agreements referred to
therein
O.5 Authorize the Board of Directors to trade in Mgmt No Action *
the Company s shares on the stock market as
per the following conditions: maximum purchase
price: EUR 250.00, maximum number of shares
to be traded: 10% of the total number of shares
comprising the share capital; Authority expires
at the end of 18 months ; it cancels and replaces
for the period unused thereof, the delegation
set forth in Resolution No. 5 at the CGM of
14 MAY 2004; authorize the Board of Directors
to take all necessary measures and accomplish
all necessary formalities
O.6 Approve to renew the term of office of Mr. Paul Mgmt No Action *
Desmarais Jr as a Director for a period of
3 years
O.7 Approve to renew the term of office of Mr. Bertrand Mgmt No Action *
Jacquillat as a Director for a period of 3
years
O.8 Approve to renew the term of office of Mr. Maurice Mgmt No Action *
Lippens as a Director for a period of 3 years
O.9 Appoint Mr. Lord Levene of Portsoken KBE as Mgmt No Action *
a Director for a period of 3 years
E.10 Authorize the Board of Directors to increase Mgmt No Action *
in one or more transactions, in France or abroad,
the share capital by a maximum nominal amount
of EUR 4,000,000,000.00, by way of issuing
with the shareholders preferential right of
subscription, Company s ordinary shares and
securities giving access to shares in the Company;
approve that the nominal value of debt securities
issued shall not exceed EUR 10,000,000,00.00;
Authority expires at the end of 26 months
; it cancels and replaces for the period unused
thereof all earlier authorizations; authorize
the Board of Directors to take all necessary
measures and accomplish all necessary formalities
E.11 Authorize the Board of Directors to increase Mgmt No Action *
in one or more transactions, in France or abroad
the share capital by a maximum nominal amount
of EUR 1,800,000,000.00 by way of issuing with
waiver of the shareholders preferential rights,
Company s ordinary shares or securities giving
access to shares in the Company; approve that
the nominal value of debt securities issued
shall not exceed EUR 10,000,000,00.00; Authority
expires at the end of 26 months ; it cancels
and replaces for the period unused thereof
all earlier authorizations; authorize the Board
of Directors to take all necessary measures
and accomplish all necessary formalities
E.12 Authorize the Board of Directors to increase Mgmt No Action *
the share capital, in one or more transactions,
in favour of the Company s employees who are
members of a Company Saving Plan; Authority
expires at the end of 26 months and for an
amount which shall not exceed 1.50% of the
share capital ; it cancels and replaces for
the fraction unused, the delegation given for
a period of 5 years by the EGM of 14 MAY 2004;
authorize the Board of Directors to take all
necessary measures and accomplish all necessary
formalities
E.13 Authorize the Board of Directors to freely allocate Mgmt No Action *
in one or more transactions, Company s existing
shares or to be issued, to the profit of the
Company and its subsidiaries employees and
officers, it being provided that the total
number of shares shall not exceed 1% of the
registered capital; Authority expires at the
end of 38 months ; authorize the Board of Directors
to take all necessary measures and accomplish
all formalities
- --------------------------------------------------------------------------------------------------------------------------
TOTAL SA Agenda Number: 700693319
- --------------------------------------------------------------------------------------------------------------------------
Security: F92124100
Meeting Type: MIX
Meeting Date: 17-May-2005
Ticker:
ISIN: FR0000120271
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THE MEETING HELD ON 28 APR Non-Voting No Action *
2005 HAS BEEN POSTPONED DUE TO LACK OF QUORUM
AND THAT THE SECOND CONVOCATION WILL BE HELD
ON 17 MAY 2005. PLEASE ALSO NOTE THE NEW CUTOFF
DATE. IF YOU HAVE ALREADY SENT YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No Action *
ID 221443, DUE TO CHANGE ADDITIONAL RESOLUTION.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING
WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
o.1 Receive the report of the Board of Directors Mgmt No Action *
and the general report of the Statutory Auditors;
approve the financial statements and the balance
sheet for the year 2004
o.2 Approve the consolidated financial statements Mgmt No Action *
for the said FY
o.3 Approve the profits for the FY : EUR 3,443,251,656.00 Mgmt No Action *
prior retained earnings: EUR 1,355,570,990.00
distributable profits : EUR 4,798,822,646.00
appropriation to: global dividend: EUR 3,429,081,583.00
carry forward account: EUR 1,369,741,063.00
a dividend of EUR 5.40 will be paid; and to
pay the interim dividend of EUR 2.40 on 24
NOV 2004 giving the right to a tax credit;
the remaining dividend of EUR 3.00 will be
paid on 24 MAY 2005
o.4 Receive the special report of the Auditors on Mgmt No Action *
the agreements governed by the Article L.225-38
of the French Commercial Code; approve the
said report and the agreements referred to
therein
o.5 Authorize the Board of Directors to trade in Mgmt No Action *
the Company s shares on the stock market as
per the following conditions: maximum purchase
price: EUR 250.00, maximum number of shares
to be traded: 10% of the total number of shares
comprising the share capital; Authority expires
at the end of 18 months ; it cancels and replaces
for the period unused thereof, the delegation
set forth in Resolution No. 5 at the CGM of
14 MAY 2004; authorize the Board of Directors
to take all necessary measures and accomplish
all necessary formalities
O.6 Approve to renew the term of office of Mr. Paul Mgmt No Action *
Desmarais Jr. as a Director for a period of
3 years
O.7 Approve to renew the term of office of Mr. Bertrand Mgmt No Action *
Jacquillat as a Director for a period of 3
years
O.8 Approve to renew the term of office of Mr. Maurice Mgmt No Action *
Lippens as a Director for a period of 3 years
O.9 Appoint Lord Levene of Portsoken KBE as a Director Mgmt No Action *
for a period of 3 years
E.10 Authorize the Board of Directors to increase Mgmt No Action *
in one or more transactions, in France or abroad,
the share capital by a maximum nominal amount
of EUR 4,000,000,000.00, by way of issuing
with the shareholders preferential right of
subscription, Company s ordinary shares and
securities giving access to shares in the Company;
approve that the nominal value of debt securities
issued shall not exceed EUR 10,000,000,00.00;
Authority expires at the end of 26 months
; it cancels and replaces for the period unused
thereof all earlier authorizations; authorize
the Board of Directors to take all necessary
measures and accomplish all necessary formalities
E.11 Authorize the Board of Directors to increase Mgmt No Action *
in one or more transactions, in France or abroad,
the share capital by a maximum nominal amount
of EUR 1,800,000,000.00 by way of issuing with
waiver of the shareholders preferential rights,
Company s ordinary shares or securities giving
access to shares in the Company; approve that
the nominal value of debt securities issued
shall not exceed EUR 10,000,000,00.00; Authority
expires at the end of 26 months ; it cancels
and replaces for the period unused thereof
all earlier authorizations; authorize the Board
of Directors to take all necessary measures
and accomplish all necessary formalities
E.12 Authorize the Board of Directors to increase Mgmt No Action *
the share capital, in one or more transactions,
in favour of the Company s employees who are
members of a Company Savings Plan; Authority
expires at the end of 26 months and for an
amount which shall not exceed 1.50% of the
share capital ; it cancels and replaces for
the fraction unused, the delegation given for
a period of 5 years by the EGM of 14 MAY 2004;
authorize the Board of Directors to take all
necessary measures and accomplish all necessary
formalities
E.13 Authorize the Board of Directors to freely allocate Mgmt No Action *
in one or more transactions, Company s existing
shares or to be issued, to the profit of the
Company and its subsidiaries employees in
accordance with L.225-197-2 of the French Commercial
Code and officers, it being provided that the
total number of shares shall not exceed 1%
of the registered capital; Authority expires
at the end of 38 months ; authorize the Board
of Directors to take all necessary measures
and accomplish all formalities
PLEASE NOTE THAT THE BELOW RESOLUTION A IS NOT Non-Voting No Action *
AGREED BY THE BOARD OF DIRECTORS. THANK YOU.
E.13A PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr No Action *
Authorize the Board of Directors to freely
allocate in one or more transactions, Company
s existing shares or to be issued, to the profit
of the Company and its subsidiaries employees
in accordance with Article L.225-197-2 of the
French Commercial Code or to some categories
of them and officers, it being provided that
the total number of shares shall not exceed
1% of the registered
A Verification Period exists in France. Please Non-Voting No Action *
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
- --------------------------------------------------------------------------------------------------------------------------
TOYOTA MOTOR CORP Agenda Number: 700745687
- --------------------------------------------------------------------------------------------------------------------------
Security: J92676113
Meeting Type: AGM
Meeting Date: 23-Jun-2005
Ticker:
ISIN: JP3633400001
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the retained earnings Mgmt For *
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 *
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 *
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 *
3. Elect 1 Corporate Auditor Mgmt Against *
4. Approve the free distribution of Shinkabu Yoyaku-Ken Mgmt For *
right to acquire new issue to the Directors,
Executive Directors and the Employees of the
Company and affiliated Companies
5. Approve the repurchase of own stocks Mgmt For *
6. Grant retirement allowances to the retiring Mgmt For *
Directors
7. PLEASE NOTE THAT THIS RESOLUTION IS SHAREHOLDERS Shr For *
PROPORAL-Amend the Articles of Incorporation
8. PLEASE NOTE THAT THIS RESOLUTION IS SHAREHOLDERS Shr Against *
PROPORAL-Amend the Articles of Incorporation
- --------------------------------------------------------------------------------------------------------------------------
TREND MICRO INC Agenda Number: 700650256
- --------------------------------------------------------------------------------------------------------------------------
Security: J9298Q104
Meeting Type: AGM
Meeting Date: 25-Mar-2005
Ticker:
ISIN: JP3637300009
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the 16th profit appropriation plan Mgmt For *
2. Approve partial amendments to the Articles of Mgmt For *
Incorporation; Please refer to the page 54
of the proxy statement for the details of the
proposed changes
3.1 Elect Mr. Ming-Jang Chang as a Director Mgmt For *
3.2 Elect Ms. Eva Chen as a Director Mgmt For *
3.3 Elect Mr. Mahendra Negi as a Director Mgmt For *
3.4 Elect Mr. Hirotaka Takeuchi as a Director Mgmt For *
4.1 Appoint Mr. Fumio Hasegawa as a Corporate Auditor Mgmt For *
4.2 Appoint Mr. Sadatoshi Nakayama as a Corporate Mgmt For *
Auditor
4.3 Appoint Mr. Yasuo Kameoka as a Corporate Auditor Mgmt For *
4.4 Appoint Mr. Koji Fujita as a Corporate Auditor Mgmt For *
5. Approve the issuance of the stock acquisition Mgmt For *
rights as a stock options to Directors, employees
of, staff seconded to, advisors of and persons
scheduled to be employed by the Company and
its subsidiaries; Please refer to page 57 thru
60 of the Proxy Statement for the explanation
- --------------------------------------------------------------------------------------------------------------------------
UBS AG Agenda Number: 700667085
- --------------------------------------------------------------------------------------------------------------------------
Security: H8920M855
Meeting Type: AGM
Meeting Date: 21-Apr-2005
Ticker:
ISIN: CH0012032030
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No Action *
MEETING NOTICE SENT UNDER MEETING 213164, INCLUDING
THE AGENDA. TO VOTE IN THE UPCOMING MEETING,
YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE ADP CUTOFF DATE
WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU.
THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting No Action *
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1. Approve the annual report, the Group and the Mgmt No Action *
parent Company accounts for 2004, the reports
of the Group and the Statutory Auditors
2. Approve the appropriation of the retained earnings, Mgmt No Action *
dividend for FY 2004
3. Grant discharge to the Members of the Board Mgmt No Action *
of Directors and the Group Executive Board
4.1.1 Re-elect Mr. Marcel Ospel as a Board Member Mgmt No Action *
4.1.2 Re-elect Mr. Lawrence A. Weinbach as a Board Mgmt No Action *
Member
4.2.1 Elect Mr. Marco Suter as a Board Member Mgmt No Action *
4.2.2 Elect Mr. Peter R. Voser as a Board Member Mgmt No Action *
4.3 Re-elect Ernst and Young Ltd, Basel as the Group Mgmt No Action *
and the Statutory Auditors
5.1 Approve the cancellation of shares repurchased Mgmt No Action *
under the 2004/2005 Share Buyback Program and
the respective amendment of Article 4 of the
Articles of Association
5.2 Approve the new 2005/2006 Share Buy Back Program Mgmt No Action *
- --------------------------------------------------------------------------------------------------------------------------
UNIBAIL HOLDING Agenda Number: 700610961
- --------------------------------------------------------------------------------------------------------------------------
Security: F95094110
Meeting Type: OGM
Meeting Date: 07-Dec-2004
Ticker:
ISIN: FR0000124711
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No vote
REACH QUORUM, THERE WILL BE A SECOND CALL ON
15 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. Approve the special distribution of EUR 23.00 Mgmt For *
per share, representing a maximum amount of
EUR 1,049,866,763.00, withdrawn from the reserves
account, as: (-) EUR 406,208,717.00 from the
free reserve account; (-) EUR 363,228,195.00
from the share premium account; (-) EUR 130,251,006.00
from the issue premium account; (-) for the
balance, a maximum of EUR 150,178,845.00 from
the issue premium account
2. Approve, the special distribution will be carried Mgmt For *
out by cash and paid on 07 JAN 2005 to the
profit of any holder of 1 or several share(s)
making up the Company s capital on the day
of the present meeting
3. Approve to grant all powers to the bearer of Mgmt For *
a copy or an extract of the minutes of the
present in order to accomplish all deposits
and the publications which are prescribed by
Law
Verification Period: Registered Shares: 1 to Non-Voting No vote
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
- --------------------------------------------------------------------------------------------------------------------------
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 Action *
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 Action *
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 Action *
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 Action *
and approve the consolidated financial statements
for 2004 FY
O.3 Approve the recommendations of the Board of Mgmt No Action *
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 Action *
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 Action *
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 Action *
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 Action *
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 Action *
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 Action *
a period of 3 years
O.10 Approve to renew the term of office of Ernst Mgmt No Action *
and Young as the Statutory Auditor for a period
of 6 years
O.11 Appoint BDO Marque and Gendrot as the Statutory Mgmt No Action *
Auditor for a period of 6 years
O.12 Appoint Barbier, Frinault ET Autres as the Deputy Mgmt No Action *
Auditor for a period of 6 years
O.13 Approve to renew the term of office of Mazars Mgmt No Action *
ET Guerard as the Statutory Auditor for a period
of 6 years
O.14 Authorize the Board of Directors to buy back Mgmt No Action *
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 Action *
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 Action *
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 Action *
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 Action *
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 Action *
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 Action *
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 Action *
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 Action *
an extract of the minutes of this meeting in
order to accomplish all formalities, filings
and registrations prescribed by law
- --------------------------------------------------------------------------------------------------------------------------
VINCI SA Agenda Number: 700666184
- --------------------------------------------------------------------------------------------------------------------------
Security: F5879X108
Meeting Type: OGM
Meeting Date: 28-Apr-2005
Ticker:
ISIN: FR0000125486
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting No Action *
YOU.
A Verification Period exists in France. Please Non-Voting No Action *
see http://ics.adp.com/marketguide for complete
information. Verification Period: Registered
Shares: 1 to 5 days prior to the meeting date,
depends on company s by-laws. Bearer Shares:
6 days prior to the meeting date. French
Resident Shareowners must complete, sign and
forward the Proxy Card directly to the sub
custodian. Please contact your Client Service
Representative to obtain the necessary card,
account details and directions. The following
applies to Non-Resident Shareowners: Proxy
Cards: ADP will forward voting instructions
to the Global Custodians that have become Registered
Intermediaries, on ADP Vote Deadline Date.
In capacity as Registered Intermediary, the
Global Custodian will sign the Proxy Card and
forward to the local custodian. If you are
unsure whether your Global Custodian acts as
Registered Intermediary, please contact ADP.
Trades/Vote Instructions: Since France
maintains a Verification Period, for vote instructions
submitted that have a trade transacted (sell)
for either the full security position or a
partial amount after the vote instruction has
been submitted to ADP and the Global Custodian
advises ADP of the position change via the
account position collection process, ADP has
a process in effect which will advise the Global
Custodian of the new account position available
for voting. This will ensure that the local
custodian is instructed to amend the vote instruction
and release the shares for settlement of the
sale transaction. This procedure pertains
to sale transactions with a settlement date
prior to Meeting Date + 1
O.1 Receive the reports of the Board of Directors Mgmt No Action *
and the Statutory 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
E.2 Receive the report of the Board of Directors Mgmt No Action *
and the general report 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 Mgmt No Action *
to: EUR 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 Mgmt No Action *
agreements governed by 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 Mgmt No Action *
Faure as a 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 Mgmt No Action *
Huvelin as a 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
O.7 Approve, as a result of the Amalgamation-Merger Mgmt No Action *
of Deloitte Touche 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 Mgmt No Action *
and replacing the 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 Mgmt No Action *
and replacing the 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 Mgmt No Action *
and replacing the 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 Mgmt No Action *
bonds and, or 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 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 Mgmt No Action *
securities giving 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 Mgmt No Action *
the number of securities to be issued in the
event of a capital increase with in 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 Mgmt No Action *
the share capital by a 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 Mgmt No Action *
and replacing the 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
E.16 Authorize the Board of Directors, canceling Mgmt No Action *
and replacing the 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 Mgmt No Action *
and replacing the 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 Mgmt No Action *
free existing shares or shares to be issued
in favor 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 Mgmt No Action *
s shares by stock 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
E.20 Authorize the Board of Directors to issue securities Mgmt No Action *
representing 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 Mgmt No Action *
to the duration of the term of office of the
Directors
E.22 Grant all powers to the bearer of a copy or Mgmt No Action *
an extract of the minutes of the present to
accomplish all deposits and publications prescribed
by law
PLEASE NOTE THAT THE MEETING HELD ON 19 APR Non-Voting No Action *
2005 HAS BEEN POSTPONED DUE TO LACK OF QUORUM
AND THAT THE SECOND CONVOCATION WILL BE HELD
ON 28 APR 2005. PLEASE ALSO NOTE THE NEW CUTOFF
DATE. IF YOU HAVE ALREADY SENT YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
VIVENDI UNIVERSAL Agenda Number: 700663758
- --------------------------------------------------------------------------------------------------------------------------
Security: F7063C114
Meeting Type: OGM
Meeting Date: 18-Apr-2005
Ticker:
ISIN: FR0000127771
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
O.1 Receive the report of the Board of Directors Mgmt No Action *
and the general report of the Statutory Auditors,
approves the financial statements and the
balance sheet for the year 2004, in the form
presented to the meeting
O.2 Receive the reports of the Board of Directors Mgmt No Action *
and the Statutory Auditors, and approve the
consolidated financial statements for the said
FY, in the form presented to the meeting
O.3 Receive the special report of the Auditors on Mgmt No Action *
Agreements governed by Articles L. 225-40 of
the French Commercial Code and approve the
said report and the agreements referred to
therein
O.4 Approve the recommendations of the Board of Mgmt No Action *
Directors and resolve to appropriate the profits
of EUR 1,227,292,200.00 as follows: legal
reserve: EUR 61,364,610.00, global dividend:
EUR 643,574,618.00, carry forward account:
EUR 522,352,972.00; the shareholders will receive
a net dividend of EUR 0.60 per share, this
dividend will be paid on 04 MAY 2005, the sum
of EUR 3,251,101.00 corresponding to the amount
of the special reserve on long-term capital
gains, registered in the individual accounts
on 21 DEC 2004, will be transferred to the
other reserves account, as required by Law
E.5 Approve that the Company shall be ruled by an Mgmt No Action *
Executive Committee and a Supervisory Board
O.6 Receive the Board of Directors report and adopt Mgmt No Action *
the text of the new Articles of Association
which will govern hence forth the Company
O.7 Authorize the Board of Directors, or if the Mgmt No Action *
Resolutions Numbers E.5 and O.6 are adopted,
to the Executive Committee, to increase in
one or more transactions, in France or abroad,
with shareholders preferential subscription
rights maintained, the share capital by a
maximum nominal amount of EUR 1,000,000,000.00,
by way of issuing ordinary shares of the Company
as well as any kind of securities giving access
by any means to ordinary shares of the Company
Authority expires at the end of 26 months
, it cancels and replaces the delegation set
forth in Resolution Number 17 and given by
the general meeting of 29 APR 2003
O.8 Authorize the Board of Directors, or if the Mgmt No Action *
Resolution Numbers E.5 and O.6 are adopted,
to the Executive Committee to increase in
one or more transactions, in France or abroad,
with waiver of shareholders pre-emptive subscription
rights, the share capital by a maximum nominal
amount of EUR 500,000,000.00, by way of issuing
ordinary shares of the Company as well as securities
giving access by any means to ordinary shares
of the Company, this amount shall count against
the overall value set forth in Resolution Number
O.7; Authority expires at the end of 26 months
it cancels and replaces the delegation set
forth in resolution number 18 and given by
the general meeting of 29 APR 2003; in all
cases, the amount of the capital increases
realized according to the present resolution,
counts against the overall value set forth
in Resolution Number O.7
O.9 Authorize the Board of Directors, or if the Mgmt No Action *
Resolutions Numbers E.5 and O.6 are adopted,
the Executive Committee to increase within
the limit of the global ceiling set in the
Resolution Number O.7, the number of shares,
equity securities or securities to be issued
in case of a share capital increase, with or
without pre-emptive subscription rights; Authority
expires after 26 months
E.10 Authorize the Board of Directors, or if the Mgmt No Action *
Resolutions Numbers E.5 and O.6 are adopted,
the Executive Committee all powers in order
to increase the share capital, in one or more
transactions, by a maximum nominal amount of
EUR 500,000,000.00, by way of capitalizing
premiums, retained earnings, income or others,
to be carried out through the allotment of
bonus shares or the raise of the par value
of the existing shares; this amount shall count
against the overall value set forth in Resolution
Number O.7; Authority expires at the end of
26 months ; the present delegation cancels
and replaces the delegation set forth in Resolution
Number 19 and given by the general meeting
of 29 APR 2003
O.11 Authorize the Board of Directors, or if the Mgmt No Action *
Resolutions Numbers O.5 and O.6 are adopted,
the Executive Committee to increase the share
capital, in one or more transactions, in favour
of the Company s employees who are members
of a company savings plan, with the issue of
shares to be paid up in cash; Authority expires
at the end of 26 months and for an amount,
which shall not exceed 1.5% of the share capital;
the present delegation cancels and replaces,
for the period unused, the delegation set forth
in Resolution number 21 and given by the general
meeting of 23 APR 2003; in all the cases, the
amount of the capital increases realized according
to the present resolution, counts against
the overall value set forth in Resolution Number
7; grant all powers to the Board of Directors,
or if the Resolutions Numbers O.5 and O.6 are
adopted, to the Executive Committee, to take
all necessary measures and accomplish all necessary
formalities
E.12 Authorize the Board of Directors, or if the Mgmt No Action *
Resolutions Numbers O.5 and O.6 are adopted,
the Executive Committee, all powers to grant,
in one or more transactions, to Officers, Senior
Managers, Senior Executives or exceptionally
Non-Executive employees of the Group Vivendi
Universal, options giving the right to subscribe
for new shares in the Company to be issued
through a share capital increase, it being
provided that the options shall not give rights
to a total number of shares, which shall not
exceed 2.5% of the share capital; Authority
expires at the end of 36 months ; the present
delegation cancels and replaces, for the period
unused the delegation set forth in Resolution
20 and given by the general meeting of 29 APR
2003; in all the cases, the amount of the capital
increase realized according to the present
resolution, counts against the overall value
set forth in Resolution Number 7, authorise
the Board of Directors, or if the Resolutions
Numbers 5 and 5 are adopted to the Executive
Committee, to take all necessary measures
and accomplish all necessary formalities
O.13 Authorize the Board of Directors, or if the Mgmt No Action *
Resolutions Numbers E.5 and O.6 are adopted,
the Executive committee to proceed, in one
or more transactions to the allotment of ordinary
bonus shares in issue or to be issued; the
maximum number of shares granted will not exceed
5% of the share capital; Authority expires
at the end of 36 months ; authorize the Board
of Directors, or if the Resolutions Number
E.5 and O.6 are adopted, to the Executive Committee,
to take all necessary measures and accomplish
all necessary formalities
O.14 Authorize if the Resolution Number O.30 is approved, Mgmt No Action *
the Board of Directors, or if the Resolution
Numbers E.5 and O.6 are adopted, the Executive
Committee, to reduce the share capital by canceling
the shares held by the Company in connection
with a Stock Repurchase Plan, provided that
the total number of shares cancelled in the
24 months does not exceed 10% of the capital;
and authorize the Board of directors, or if
the resolution numbers E.5 and O.6 are adopted,
to the Executive committee to take all necessary
measures and accomplish all necessary formalities
O.15 Appoint Mr. Jean Rene Fourtou as a Member of Mgmt No Action *
the Supervisory Board for a period of 3 years
O.16 Appoint Mr. Claude Bebear as a Member of the Mgmt No Action *
Supervisory Board for a period of 3 years
O.17 Appoint Mr. Gerard Bremond as a Member of the Mgmt No Action *
Supervisory Board for a period 3 years
O.18 Appoint Mr. Fernando Falco as a Member of the Mgmt No Action *
Supervisory Board for a period of 3 years
O.19 Appoint Mr. Paul Fribourg as a Member of the Mgmt No Action *
Supervisory Board for a period of 3 years
O.20 Appoint Mr. Gabriel Hawawini as a Member of Mgmt No Action *
the Supervisory Board for a period of 1 year
O.21 Appoint Mr. Henri Lachmann as a Member of the Mgmt No Action *
Supervisory Board for a period of 3 years
O.22 Appoint Mr. Rodocanachi as a Member of the Supervisory Mgmt No Action *
Board for a period of 3 years
O.23 Appoint Mr. Karel Van Miert as a Member of the Mgmt No Action *
Supervisory Board for a period of 3 years
O.24 Appoint Mrs. Sarah Frank as a Member of the Mgmt No Action *
Supervisory Board for a period of 4 years
O.25 Appoint Mr. Patrick Kron as a Member of the Mgmt No Action *
Supervisory Board for a period of 4 years
O.26 Appoint Mr. Andrzej Olechowski as a Member of Mgmt No Action *
the Supervisory Board for a period of 4 years
O.27 Approve to award total annual fees of EUR 1,200,000.00 Mgmt No Action *
to the Supervisory Board
O.28 Approve to renew the term of office of the Cabinet Mgmt No Action *
Alustro-Reydel as the Statutory Auditor for
a period of 6 years
O.29 Appoint Mr. San Claude Reydel in replacement Mgmt No Action *
of Mr. Hubert Luneau as a Deputy Auditor for
a period of 6 years
O.30 Authorize the Board of Directors or if the Resolutions Mgmt No Action *
Numbers E.5 and O.6 are adopted, the Executive
Committee to trade in the Company s shares
on the stock market, as per the following
conditions: maximum purchase price: EUR 40.00
the purchase amount accumulated upon the basis
of an average price of EUR 24.00 per share,
will not exceed EUR 2,570,000,000.00; Authority
expires at the end of 18 months ; the present
delegation cancels and replaces for the remaining
period, the delegation given by the CGM of
06 MAY 2004; and authorize the Board of Directors,
or if the Resolutions Number E.5 and O.6 are
adopted, to the Executive Committee, to take
all necessary measures and accomplish all necessary
formalities
O.31 Grant all powers to the bearer of a copy or Mgmt No Action *
an extract of the minutes of this meeting in
order to accomplish all formalities, filings
and registrations prescribed by law
A Verification Period exists in France. Please Non-Voting No Action *
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 Action *
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.
- --------------------------------------------------------------------------------------------------------------------------
VODAFONE GROUP PLC Agenda Number: 700562817
- --------------------------------------------------------------------------------------------------------------------------
Security: G93882101
Meeting Type: AGM
Meeting Date: 27-Jul-2004
Ticker:
ISIN: GB0007192106
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Financial statements - Receive the financial Mgmt For *
statements for the financial year which ended
on 31 MAR 2004 together with the reports of
the Directors and the Auditors
2. Remuneration Report - In accordance with the Mgmt For *
Directors Remuneration Report Regulations
2002, the Board submits the Remuneration Report
to a vote of shareholders. In accordance with
the Regulations, the approval of the Remuneration
Report is proposed as an Ordinary Resolution.
In 2003, the resolution to approve the Remuneration
Report was passed by a significant majority.
The current Remuneration Policy was produced
following extensive consultation with shareholders
and institutional bodies in 2001 and 2002.
In the two years since the Policy was introduced,
the Chairman and the Chairman of the Remuneration
Committee have maintained proactive annual
dialogue on remuneration matters with the Company
s major shareholders and relevant institutions.
The objective of this dialogue is to provide
information about the Company and our views
on remuneration issues and to listen to shareholders
views on any proposed adjustments to policy
implementation; The Remuneration Committee
strives to ensure that the Policy provides
a strong and demonstrable link between incentives
and the Company s strategy and sets a framework
for remuneration that is consistent with the
Company s scale and scope. As a result of this
year s review, the Remuneration Committee has
concluded that the existing policy continues
to serve the Company and shareholders well
and will remain in place for the year ending
31 MAR 2005. The Committee has also reviewed
the effectiveness of the current policy and
is satisfied that the incentive plans have
delivered, or are forecast to deliver, rewards
that are consistent with the Company s performance
achievement
3. Re-election of Director - In accordance with Mgmt For *
the Company s Articles of Association, Peter
Bamford, an Executive Director, is required
to retire, which he does, and, pursuant to
Resolution 3, offers himself for re-election
4. Re-election of Director - In accordance with Mgmt For *
the Company s Articles of Association, Julian
Horn-Smith, an Executive Director, is required
to retire, which he does, and, pursuant to
Resolution 4, offers himself for re-election
5. Re-election of Director - In accordance with Mgmt For *
the Company s Articles of Association, Sir
David Scholey, a Non-executive Director, is
required to retire, which he does, and, pursuant
to Resolution 5, offers himself for re-election
6. Election of Director - In accordance with the Mgmt For *
Company s Articles of Association one of the
Company s Non-executive Directors, Luc Vandevelde,
having been appointed as a Director during
the year, is required to retire, which he does,
and, pursuant to Resolution 6, offers himself
for election
7. 7. Final dividend - This Resolution seeks shareholder Mgmt For *
approval to the final ordinary dividend recommended
by the Directors. The Directors are proposing
a final dividend of 1.0780 pence per ordinary
share. An interim dividend of 0.9535 pence
per ordinary share was paid on 6 FEB 2004,
making a total dividend for the year of 2.0315
pence per ordinary share. If approved, the
dividend will be paid on 6 AUG 2004 to shareholders
on the ordinary register as of 4 JUN 2004
8. Auditors - The Company is required to appoint Mgmt For *
Auditors at each general meeting at which accounts
are presented, to hold office until the end
of the next such meeting. Resolution 8, which
is recommended by the Audit Committee, proposes
the re-appointment of the Company s existing
Auditors, Deloitte & Touche LLP
9. Auditors - The Company is required to appoint Mgmt For *
Auditors at each general meeting at which accounts
are presented, to hold office until the end
of the next such meeting. Resolution 9 follows
best practice in corporate governance by separately
seeking authority for the Audit Committee to
determine their remuneration
10. Political Donations - This Resolution seeks Mgmt For *
authority from shareholders to enable the Company
to make donations or incur expenditure which
it would otherwise be prohibited from making
or incurring following the coming into effect
of the Political Parties, Elections and Referendums
Act 2000 (the Act ). Amongst other things,
the Act prohibits the Company from making donations
to EU Political Organizations in the period
of 12 months following the Company s Annual
General Meeting (and each succeeding 12 month
period) in excess of an aggregate of GBP 5,000
unless the Company has been authorized to make
such donations by its shareholders. The Company
has no intention of changing its current practice
of not making political donations and will
not do so without the specific endorsement
of shareholders. However, the Act defines EU
Political Organizations widely to include,
amongst other things, organizations which carry
on activities which are capable of being reasonably
regarded as intended to affect public support
for a political party in any EU member state
or to influence voters in relation to any referendum
in any EU member state. As a result, it is
possible that EU Political Organizations may
include, for example, bodies concerned with
policy review and law reform, with the representation
of the business community or sections of it
or with the representation of other communities
or special interest groups which it may be
in the Group s interest to support. The Act
requires that this authorizing Resolution should
not purport to authorize particular donations
or expenditure. However, the Act also requires
disclosure in the Annual Report of the Company
of particulars in respect of any donation made
to an EU Political Organization or any EU Political
Expenditure incurred which is in excess of
GBP 200 and if any such donation is made or
expenditure incurred this will be disclosed
in the Company s Annual Report for next year
and, as appropriate, succeeding years. The
Company considers that the authority sought
under Resolution 10 to allow it or its subsidiaries
to incur this type of expenditure up to an
aggregate limit of GBP 100,000 is necessary,
principally to ensure that, because of the
uncertainty over which bodies are covered by
the definition of EU Political Organization,
the Company does not unintentionally breach
the Act. No donations or expenditure of the
type requiring disclosure under the Act were
made in the year ended 31 MAR 2004 nor are
any contemplated but, on a precautionary basis,
the directors believe it is appropriate to
request the authority sought
11. Authority to allot shares - Under Section 80 Mgmt For *
of the Companies Act 1985, Directors are, with
certain exceptions, unable to allot relevant
securities without the authority of the shareholders
in a general meeting. Relevant securities as
defined in the Companies Act 1985 include the
Company s ordinary shares or securities convertible
into the Company s ordinary shares. This Resolution
authorizes the Directors to allot up to 9,000,000,000
ordinary shares for the period ending on the
earlier of 27 OCT 2005 or the Company s Annual
General Meeting in 2005. The authority represents
approximately 13.2% of the share capital in
issue at 24 MAY 2004. This percentage excludes
800,000,000 ordinary shares held in treasury
at that date, which represented 1.2% of the
share capital in issue at 24 MAY 2004. This
authority complies with guidelines issued by
investor bodies. The Directors have no immediate
plans to make use of this authority, other
than to fulfill the Company s obligations under
its executive and employee share plans
S.12 Disapplication of pre-emption rights - Section Mgmt For *
89 of the Companies Act 1985 imposes restrictions
on the issue of equity securities (as defined
in the Companies Act 1985, which include the
Company s ordinary shares) which are, or are
to be, paid up wholly in cash and not first
offered to existing shareholders. The Company
s Articles of Association allow shareholders
to authorize Directors for a period up to five
years to allot (a) relevant securities generally
up to an amount fixed by the shareholders and
(b) equity securities for cash other than in
connection with a rights issue up to an amount
specified by the shareholders and free of the
restriction in Section 89. In accordance with
institutional investor guidelines the amount
of equity securities to be issued for cash
other than in connection with a rights issue
is restricted to 5% of the existing issued
ordinary share capital. Resolution 12 is conditional
on Resolution 11 having been passed and will
be proposed as a special resolution. It authorizes
the Directors to allot up to 3,300,000,000
ordinary shares for cash without first being
required to offer them to existing shareholders
for the period ending on the earlier of 27
OCT 2005 or the Company s Annual General Meeting
in 2005. The authority represents approximately
4.83% of the share capital in issue at 24 MAY
2004 and complies with guidelines issued by
investor bodies. The Directors have no immediate
plans to make use of this authority, other
than to fulfill the Company s obligations under
its executive and employee share plans
S.13 Approval of market purchases of ordinary shares Mgmt For *
- In certain circumstances it may be advantageous
for the Company to purchase its own shares.
Resolution 13, which will be proposed as a
special resolution, approves the purchase by
the Company of up to 6,600,000,000 ordinary
shares at a price not exceeding 105% of the
average middle market closing price of such
shares on the five dealing days prior to the
date of purchase. Similar resolutions have
been approved by shareholders at previous Annual
General Meetings of the Company. The Directors
will use this authority only after careful
consideration, taking into account market conditions
prevailing at the time, other investment opportunities,
appropriate gearing levels and the overall
position of the Company. The Directors will
only purchase such shares after taking into
account the effects on earnings per share and
the benefit for shareholders. Resolution 13
specifies the maximum number of shares which
may be acquired and the maximum and minimum
prices at which they may be bought. The Directors
intend to seek the renewal of these powers
at subsequent Annual General Meetings. The
total number of options to subscribe for shares
outstanding at 24 MAY 2004 was 1,349,727,388.
This represents 1.98% of the issued capital
at that date. If the Company was to buy back
the maximum number of shares permitted pursuant
to this Resolution, then the total number of
options to subscribe for shares outstanding
at 24 MAY 2004 would represent 2.2% of the
reduced issued share capital. The Companies
(Acquisition of Own Shares) (Treasury Shares)
Regulations 2003 (the Regulations ) came into
force on 1 DEC 2003. The Regulations allow
companies to hold such shares acquired by way
of market purchase in treasury rather than
having to cancel them. No dividends are paid
on shares while held in treasury and no voting
rights attach to treasury shares. Whilst in
treasury, the shares are treated as if cancelled.
On 18 NOV 2003, the Company announced its intention
to implement a share purchase programme and
the Directors allocated GBP 2.5 billion to
the programme. On various dates beginning on
1 DEC 2003, the Company has made market purchases
of its ordinary shares in accordance with the
approval given by shareholders at the Annual
General Meeting on 30 JUL 2003. As at 31 MAR
2004, GBP 1.1 billion of ordinary shares had
been purchased in this way and held in treasury.
S.14 Approval of contingent purchase contracts and Mgmt For *
off-market purchases by the Company of ordinary
shares - Under the rules of the UK Listing
Authority (the Listing Rules) the Company may
not purchase its shares at a time when any
Director is in receipt of unpublished price
sensitive information about the Company. Accordingly,
no purchases of shares were made in the period
from 1 APR 2004 up to the announcement of the
full year results on 25 MAY 2004 or at certain
other times when the Directors might have been
in receipt of unpublished price sensitive information.
This inevitably reduced the number of shares
the Company was able to purchase under the
share purchase programme. In order to ensure
maximum flexibility to utilize the increased
share purchase programme the Company has considered
a number of methods to allow it to buy shares
from 1 OCT 2004 to the announcement of its
interim results and from 1 APR 2005 to the
announcement of its full year results (the
Close Periods). One method is for the Company
to sell put options (a contract which gives
one party the option to require the other to
purchase shares at a predetermined price on
a set date in the future) prior to Close Periods,
with the exercise dates for such put options
falling in the next Close Period (the Put Options).
This would effectively allow the Company to
purchase shares, provided the Put Options were
exercised, without breaching the Listing Rules.
Another method to purchase shares, which does
not require shareholder approval, would be
to place irrevocable market orders with counterparties
prior to the Close Period. Under the provisions
of sections 164 and 165 of the Companies Act
1985, the Put Options are contingent purchase
contracts and off-market purchases by the Company
and accordingly Resolution 14, which will be
proposed as a special resolution, seeks shareholder
approval to the terms of the contracts (the
Contingent Purchase Contracts) to be entered
into between the Company and each of Barclays
Bank PLC, CALYON, Citigroup Global Markets
U.K. Equity Limited, Commerzbank AG, Deutsche
Bank AG London Branch, J.P. Morgan Securities
Ltd., Lehman Brothers International (Europe),
The Toronto-Dominion Bank London Branch and
UBS AG (each a Bank), drafts of which will
be produced to the AGM.* Each Contingent Purchase
Contract will consist of three documents: a
standard ISDA Master Agreement and Schedule
plus a form of confirmation.* Each Contingent
Purchase Contract will give the Bank the right,
but not the obligation, to require the Company
to purchase up to a maximum of 25 million of
the Company s ordinary shares.* Each Contingent
Purchase Contract will be entered into outside
a Close Period but be exercisable during the
next Close Period by the Bank. Accordingly,
the minimum and maximum amount of time between
a Contingent Purchase Contract being entered
into and the Put Option potentially being exercised
is 1 day and 5 months respectively.* Should
shareholder approval be granted, any number
of Contingent Purchase Contracts may be entered
into with each Bank at any time, provided that:
- the total maximum number of shares which
the Company can be obliged to purchase pursuant
to all the Contingent Purchase Agreements is
660 million; - the total cost of the shares
that the Company purchases does not exceed
GBP 750 million (including costs but after
deducting premia received); - the maximum price
(excluding expenses) that can be paid for any
share is an amount equal to 105% of the average
middle market closing price of the Company
s shares as derived from the Official List
of the London Stock Exchange for the five days
immediately preceding the day on which the
Contingent Purchase Contract was entered into
and will be less than the middle market share
price at the time the Contingent Purchase Contract
was entered into; - the minimum price that
can be paid for any share is USD 0.10; and
- only one Contingent Purchase Contract will
settle on any particular day.* Under each Contingent
Purchase Contract a premium is payable in advance
by the Bank to the Company. The premium will
be fixed in accordance with a formula, the
inputs for which will be based on market prices
for the Company s share price and the risk
free rate for Sterling. The Company will choose
the purchase price and the time to maturity
of the option, both subject to the restrictions
above. The formula is based on the Black-Scholes
formula, which is commonly used to price options.
All the inputs to this formula, with the exception
of volatility, are taken from public information
sources, such as Bloomberg or Reuters. The
Bank will provide the volatility on the day
on which the Contingent Purchase Contract is
entered into with such Bank. The Company will
not enter into a Contingent Purchase Contract
if the annualized volatility of its ordinary
shares is less than 20 per cent, which is less
than its recent levels.* Shares purchased via
a Contingent Purchase Contract will reduce
the number of shares that the Company will
purchase under Resolution 13 above. No shares
will be purchased under Resolution 13 on the
same day that a Contingent Purchase Contract
is entered into.* The authority granted to
the Company under this Resolution will expire
at the conclusion of the AGM of the Company
held in 2005 or on 27 OCT 2005, whichever is
earlier, unless such authority was renewed
prior to that time (except in relation to the
purchase of ordinary shares the Contingent
Purchase Contract for which was concluded before
the expiry of such authority and which might
be executed wholly or partly after such expiry).*
The Contingent Purchase Contracts will always,
where the Put Option is exercised, be physically
settled by delivery of shares to the Company
(except in the case of certain events of default).*
The Companies (Acquisition of Own Shares) (Treasury
Shares) Regulations 2003 allow companies to
hold such shares acquired by way of market
purchase in treasury. The Company will hold
any of its own shares that it purchases pursuant
to the authority conferred by this Resolution
as treasury stock. This would give the Company
the ability to re-issue treasury shares quickly
and cost-effectively and would provide the
Company with additional flexibility in the
management of its capital base. No dividends
will be paid on shares whilst held in treasury
and no voting rights will attach to the treasury
shares. Whilst in treasury, the shares are
treated as if cancelled. The total number
of options to subscribe for shares outstanding
at 24 MAY 2004 was 1,349,727,388. This represents
1.98% of the issued capital at that date. If
the Company was to buy back the maximum number
of shares permitted pursuant to this Resolution,
then the total number of options to subscribe
for shares outstanding at 24 MAY 2004 would
represent 2.2% of the reduced share capital.
The Directors will use this authority only
after careful consideration, taking into account
market conditions prevailing at the time, other
investment opportunities, appropriate gearing
levels and the overall financial position of
the Company. The Directors will only purchase
such shares after taking into account the effects
on earnings per share and the benefit for shareholders
- --------------------------------------------------------------------------------------------------------------------------
WHITBREAD PLC Agenda Number: 700689219
- --------------------------------------------------------------------------------------------------------------------------
Security: G9606P114
Meeting Type: AGM
Meeting Date: 22-Apr-2005
Ticker:
ISIN: GB0030345457
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN EGM. THANK YOU. Non-Voting No vote
1. Approve that the transaction and the associated Mgmt For *
and ancillary arrangements contemplated by
the transaction documents as specified and
including, without limitation, the provisions
of and any future actions taken by the Company
or any of its subsidiaries or subsidiary undertakings
from time to time, pursuant to the exit provisions
as specified in the Joint Venture Agreement
dated 13 MAR 2005 between Whitbread Group PLC,
Whitbread Guarantee Company Two Limited, Marriott
UK Acquisition Company limited, Condor Overseas
Holdings limited and International Hotel licensing.
S.A.R.L as specified and authorize the Directors
of the Company or any duly authorized Committee
thereof be authorized to do or procure to
be done all such acts or things on behalf of
the Company and any of its subsidiaries as
they consider necessary or expedient for the
purpose of giving effect to the transaction
with such modifications, variations, revisions,
waivers or amendments not being modifications,
variations, revisions or amendments which are
of a material nature as the Directors of the
Company, or a duly authorized Committee thereof
may deem necessary, expedient or appropriate
2. Approve that, subject to and conditional upon Mgmt For *
Resolution 1 being passed and completion of
the transaction, and subject to and with effect
from admission of the new ordinary shares
as specified to the Official list of the United
Kingdom listing Authority and to trading on
the London Stock Exchange becoming effective:
a) all the ordinary shares of 50 pence each
in the capital of the Company and authorize
the Company, whether issued or unissued, shall
be sub-divided into new ordinary shares of
8 1/3 pence each in the capital of the Company
the Intermediate Shares ; b) i) all intermediate
shares that are unissued shall be consolidated
into new ordinary shares of 58 1/3 pence each
in the capital of the Company the Unissued
New Ordinary Shares , provided that, where
such consolidation would otherwise result in
a fraction of an Unissued New Ordinary Share,
that number of Intermediate Shares which would
otherwise constitute such fraction shall be
cancelled pursuant to section 121(2)(e) of
the Companies Act 1985; and ii) all intermediate
shares that are in the issue shall be consolidated
into new ordinary shares of 58 1/3 pence each
in the capital of the Company the New Ordinary
Shares , provided that, where such consolidation
results in any member being entitled to a fraction
of a New Ordinary Share, such fraction shall,
so far as possible, be aggregated with the
fractions of a New Ordinary Share to which
other Members of the Company may be entitled
and the authorize the Directors of the Company
to sell or appoint any other person to sell
to any person , on behalf of the relevant members,
all the New Ordinary Shares representing such
fractions at the best price reasonably obtainable
to any person, and to distribute the proceeds
of sale (net of expenses) in due proportion
among the relevant members entitled thereto
save that any fraction of a penny which would
otherwise be payable shall be rounded up or
down in accordance with the usual practice
of the registrar of the Company and that any
Director of the Company or any person appointed
by the Directors of the Company shall be and
is hereby authorized to execute an instrument
of transfer in respect of such shares on behalf
of the relevant members and to do all acts
and things the Directors consider necessary
or desirable to effect the transfer of such
shares to, or in accordance with the directions
of, any buyer of any such shares
- --------------------------------------------------------------------------------------------------------------------------
WHITBREAD PLC Agenda Number: 700725279
- --------------------------------------------------------------------------------------------------------------------------
Security: G9606P122
Meeting Type: AGM
Meeting Date: 14-Jun-2005
Ticker:
ISIN: GB00B07FNF32
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the annual report and the accounts for Mgmt For *
the YE 2005
2. Approve the remuneration report as detailed Mgmt For *
in pages 38 to 48 of the annual report and
the accounts
3. Declare a final dividend of 18.35 pence per Mgmt For *
ordinary share
4. Elect Mr. Anthony Habgood as a Director Mgmt For *
5. Elect Mr. Christopher Rogers as a Director Mgmt For *
6. Re-elect Mr. Rod Kent as a Director Mgmt For *
7. Re-elect Mr. David Turner as a Director Mgmt For *
8. Re-elect Mr. Charles Gurassa as a Director Mgmt For *
9. Re-appoint Ernst & Young LLP as the Auditors Mgmt For *
to hold the office until the next AGM of the
Company and authorize the Directors to set
the Auditors remuneration
10. Authorize the Directors, in substitution for Mgmt For *
Resolution 10 passed at the AGM of the Company
held on 18 JUN 2002, pursuant to Section 80
of the Companies Act 1985, to allot relevant
securities Section 80 of the Companies Act
1985 up to an aggregate nominal amount of
GBP 49,890,283; Authority expires at the conclusion
of the AGM of the Company in 2006 or 14 JUN
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.11 Authorize the Directors, in substitution for Mgmt For *
Resolution 12 passed at the AGM of the Company
held on 15 JUN 2004 and pursuant to Section
95 of the Companies Act 1985, to allot equity
securities Section 94 of the Companies Act
1985 for cash pursuant to the authority conferred
by Resolution 10 or where such allotment constitutes
an allotment of equity securities by virtue
of Section 94(3A) of the Companies Act 1985,
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; and b) up to an aggregate
nominal amount of GBP 7,483,542; Authority
expires the earlier of the conclusion of the
AGM of the Company in 2006 or 14 JUN 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.12 Authorize the Directors, pursuant to Section Mgmt For *
166 of the Companies Act 1985, to make market
purchases Section 163(3) of the Companies
Act 1985 of up to GBP 14,967,084 ordinary
shares each in the capital of the Company,
at a minimum price paid for each ordinary share
is the nominal amount of that share and not
more than 105% above the average market value
for such shares derived from the London Stock
Exchange Daily Official List, over the previous
5 business days; Authority expires the earlier
of the conclusion of the next AGM of the Company
; 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.13 Amend the Articles of Association of the Company Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
WOLTERS KLUWER NV Agenda Number: 700673999
- --------------------------------------------------------------------------------------------------------------------------
Security: N9643A114
Meeting Type: AGM
Meeting Date: 14-Apr-2005
Ticker:
ISIN: NL0000395887
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting No Action *
AT THIS GENERAL 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 No Action *
2.a Approve the report of the Management for the Mgmt No Action *
year 2004
2.b Approve the notice by Supervisory Board for Mgmt No Action *
the year 2004
2.c Approve the reservation and the dividend policy Mgmt No Action *
2.d Adopt the annual accounts for 2004 Mgmt No Action *
2.e Approve the payment in cash EUR 0.55 or optional Mgmt No Action *
in shares
3.a Grant discharge from liability to the Management Mgmt No Action *
Board
3.b Grant discharge from liability to the Supervisory Mgmt No Action *
Board
4. Approve the Corporate Governance Mgmt No Action *
5. Amend the Articles of Association Mgmt No Action *
6.a Re-appoint Mrs. A.J. Frost as a Member of the Mgmt No Action *
Supervisory Board
6.b Re-appoint Mr. P.N. Wakkie as a Member of the Mgmt No Action *
Supervisory Board
7. Approve the remuneration of the Supervisory Mgmt No Action *
Board
8.a Authorize the Management Board to issue shares/grant Mgmt No Action *
rights to take shares
8.b Authorize the Management Board to restrict or Mgmt No Action *
exclude the pre-emptive rights
9. Grant powers to purchase Company s own shares Mgmt No Action *
10. Grant assignment to KPMG Mgmt No Action *
11. Questions Mgmt No Action *
12. Closure Non-Voting No Action *
- --------------------------------------------------------------------------------------------------------------------------
XSTRATA PLC, LONDON Agenda Number: 700627269
- --------------------------------------------------------------------------------------------------------------------------
Security: G9826T102
Meeting Type: EGM
Meeting Date: 13-Jan-2005
Ticker:
ISIN: GB0031411001
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the acquisition of the entire issued Mgmt For *
share capital of WMC Resources Limited on the
terms and subject to the conditions as set
out in the Bidder S Statement Australian after
document lodged with the Australian Securities
and Investment Commission on 16 DEC 2004 or
on and subject to the terms and conditions
of any amended, extended, revised, renewed,
additional or other after or otters by the
Board of Directors of the Company Board
or any duly constituted Committee of them
the Committee the Ofter and authorize the
Board or a Committee to waive, amend, vary,
revise or extend to such extent as shall not
constitute a material amendment in the context
of the offer as a whole any of the terms and
conditions of the Ofter as it may consider
appropriate or to take all such steps as it
may considers necessary, expedient or desirable
in connection with the Ofter
- --------------------------------------------------------------------------------------------------------------------------
XSTRATA PLC, LONDON Agenda Number: 700692002
- --------------------------------------------------------------------------------------------------------------------------
Security: G9826T102
Meeting Type: AGM
Meeting Date: 09-May-2005
Ticker:
ISIN: GB0031411001
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT A SATELLITE MEETING WILL BE Non-Voting No vote
HELD CONCURRENTLY IN LONDON AT 10 AM. THANK
YOU
1. Adopt the annual report and the financial statements Mgmt For *
for the YE 31 DEC 2004 for the Company
2. Approve the declaration by the Directors of Mgmt For *
a dividend of 16 US cents per share in respect
of the YE 31 DEC 2004
3. Approve the Directors remuneration report for Mgmt For *
the YE 31 DEC 2004
4. Re-elect Mr. Willy Strothotte as a Non-Executive Mgmt For *
Director, who retires in accordance with the
Article 127 of the Articles of Association
5. Re-elect Mr. Trevor Reid as an Executive Director, Mgmt For *
who retire in accordance with the Article 127
of the Company s Articles of Association
6. Re-elect Mr. Paul Hazen as a Non-executive Director, Mgmt For *
who retires in accordance with the Article
127 of the Company s Articles of association
7. Re-elect Mr. Ian Strachan as a Non-Executive Mgmt For *
Director, who retires in accordance with the
Article 127 of the Company s Articles of Association
8. Re-appoint Ernst & Young LLP as the Auditors Mgmt For *
of the Company to hold office until the conclusion
of the next AGM at the accounts are laid before
the Company and authorize the Directors to
determine the remuneration of the Auditors
9. Approve the Xstrata plc Added Value Incentive Mgmt For *
Plan and authorize the Directors to do all
acts and things necessary to adopt and operate
Xstata plc Added Value Incentive Plan, including
making such modifications that they may consider
appropriate to take account of the requirements
of the London Stock Exchange and the UK Listing
Authority and best practice
10. Authorize the Directors, pursuant to the authority Mgmt For *
conferred on the Directors by the Article 14
of the Company s Articles of Association and
for the purpose of Section 80 of the Companies
Act 1985, to allot relevant securities Section
80(2) up to an aggregate nominal amount of
USD 105,250,402 equivalent to 210,500,814
ordinary shares of USD 0.50 each ; Authority
expires at the conclusion of the next AGM
S.11 Authorize the Directors, pursuant to the authority Mgmt For *
conferred on the Directors by the Article 14
of the Company s Articles of Association and
for the purpose of Section 89 of the Companies
Act 1985, to allot relevant securities, disapplying
the statutory pre-emption rights Section 89(1)
up to an aggregate nominal amount of USD 15,787,560
equivalent to 31,575,120 ordinary shares of
USD 0.50 each ; Authority expires at the
conclusion of the next AGM of the Company
S.12 Amend the Articles 116 and 121 of the Articles Mgmt For *
of Association of the Company
S.13 Amend the Article 223 of the Articles of association Mgmt For *
of the Company
- --------------------------------------------------------------------------------------------------------------------------
YAMATO TRANSPORT CO LTD, TOKYO Agenda Number: 700761299
- --------------------------------------------------------------------------------------------------------------------------
Security: J96612114
Meeting Type: AGM
Meeting Date: 29-Jun-2005
Ticker:
ISIN: JP3940000007
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve Allocation of Income, Including the Mgmt For *
Following Dividends: Interim JY 9, Final
JY 9, Special JY 0
2 Approve Reduction in Legal Reserves Mgmt For *
3 Approve Adoption of Holding Company Structure Mgmt For *
and Transfer of Delivery Business Operations
to Wholly-Owned Subsidiary
4 Amend Articles to: Expand Business Lines - Increase Mgmt For *
Authorized Capital - Clarify Director
Authorities - Limit Directors Legal Liability
- Change Company Name
5.1 Elect Director Mgmt For *
5.2 Elect Director Mgmt For *
5.3 Elect Director Mgmt For *
5.4 Elect Director Mgmt For *
5.5 Elect Director Mgmt For *
5.6 Elect Director Mgmt For *
5.7 Elect Director Mgmt For *
5.8 Elect Director Mgmt For *
5.9 Elect Director Mgmt For *
5.10 Elect Director Mgmt For *
6 Appoint Internal Statutory Auditor Mgmt For *
- --------------------------------------------------------------------------------------------------------------------------
YAMAZAKI BAKING CO LTD Agenda Number: 700662150
- --------------------------------------------------------------------------------------------------------------------------
Security: J96656103
Meeting Type: AGM
Meeting Date: 30-Mar-2005
Ticker:
ISIN: JP3935600001
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve Allocation of Income, Including the Mgmt For *
Following Dividends: Interim JY 0, Final
JY 12, Special JY 0
- --------------------------------------------------------------------------------------------------------------------------
YUKOS CORP Agenda Number: 932245651
- --------------------------------------------------------------------------------------------------------------------------
Security: 98849W108
Meeting Type: Special
Meeting Date: 20-Dec-2004
Ticker: YUKOY
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO LIQUIDATE VOLUNTARILY THE JOINT-STOCK COMPANY Mgmt Against
YUKOS OIL COMPANY , APPROVE A PROCEDURE AND
TIMELINE FOR THE LIQUIDATION AND TO APPOINT,
DELEGATE AND INSTRUCT A LIQUIDATOR AND LIQUIDATION
COMMISSION
02 TO FILE FOR YUKOS OIL COMPANY INSOLVENCY WITH Mgmt Against
THE COURT OF ARBITRATION AND TO INSTRUCT THE
MANAGING ENTITY YUKOS-MOSCOW TO FILE FOR INSOLVENCY
WITH THE COURT OF ARBITRATION NO LATER THAN
1 (ONE) MONTH AFTER TAKING THIS DECISION
- --------------------------------------------------------------------------------------------------------------------------
YUKOS OIL COMPANY JSC - YUKOS CORP, MOSCOW Agenda Number: 700620556
- --------------------------------------------------------------------------------------------------------------------------
Security: 98849W108
Meeting Type: EGM
Meeting Date: 20-Dec-2004
Ticker:
ISIN: US98849W1080
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the Anti-Crisis Plan Mgmt Abstain *
2. Approve the Plan of Liquidation Mgmt Against *
3. Approve the Bankruptcy Mgmt Against *
- --------------------------------------------------------------------------------------------------------------------------
YUSEN AIR & SEA SERVICE CO LTD Agenda Number: 700761326
- --------------------------------------------------------------------------------------------------------------------------
Security: J98504103
Meeting Type: AGM
Meeting Date: 29-Jun-2005
Ticker:
ISIN: JP3946600008
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve Allocation of Income, Including the Mgmt Against *
Following Dividends: Interim JY 7.50, Final
JY 12.50, Special JY 10
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 *
3 Appoint Internal Statutory Auditor Mgmt For *
4 Approve Retirement Bonuses for Directors Mgmt Against *
- --------------------------------------------------------------------------------------------------------------------------
ZURICH FINANCIAL SERVICES, ZUERICH Agenda Number: 700667047
- --------------------------------------------------------------------------------------------------------------------------
Security: H9870Y105
Meeting Type: OGM
Meeting Date: 19-Apr-2005
Ticker:
ISIN: CH0011075394
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No Action *
MEETING NOTICE SENT 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 Non-Voting No Action *
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.THANK YOU
1. Approve the annual report, the annual financial Mgmt No Action *
statements and the consolidated financial statements
for 2004
2. Approve the appropriation of available earnings Mgmt No Action *
of Zurich Financial Services for 2004
3. Approve to reduce the share capital, repayment Mgmt No Action *
of reduction in nominal value, and changes
to the Articles of Incorporation
4. Amend the Articles of Incorporation Mgmt No Action *
5. Grant release to the Members of the Board of Mgmt No Action *
Directors and the Group Executive Committee
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 Mgmt No Action *
Director
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 Mgmt No Action *
Director
6.2.1 Re-elect PricewaterhouseCoopers Limited, Zurich, Mgmt No Action *
as the Statutory Auditors and the Group Auditors
6.2.2 Re-elect OBT AG, Zurich, as the Special Auditor Mgmt No Action *
according to the Article 25 Paragraph 3 of
the Articles of Incorporation
Managers Money Market Fund
- --------------------------------------------------------------------------------------------------------------------------
JPMORGAN FUNDS Agenda Number: 932242085
- --------------------------------------------------------------------------------------------------------------------------
Security: 481996437
Meeting Type: Special
Meeting Date: 03-Feb-2005
Ticker:
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A1 TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION Mgmt For For
PROVIDING FOR THE ACQUISITION OF ALL OF THE ASSETS
OF YOUR FUND IN EXCHANGE FOR SHARES OF THE
CORRESPONDING FUND IDENTIFIED IN THE ACCOMPANYING
PROXY STATEMENT/PROSPECTUS AND THE SUBSEQUENT
LIQUIDATION OF YOUR FUND.
B1 DIRECTOR
WILLIAM J. ARMSTRONG Mgmt For For
ROLAND E. EPPLEY, JR. Mgmt For For
JOHN F. FINN Mgmt For For
DR. MATTHEW GOLDSTEIN Mgmt For For
ROBERT J. HIGGINS Mgmt For For
PETER C. MARSHALL Mgmt For For
MARILYN MCCOY Mgmt For For
WILLIAM G. MORTON, JR. Mgmt For For
ROBERT A. ODEN, JR. Mgmt For For
FERGUS REID, III Mgmt For For
FREDERICK W. RUEBECK Mgmt For For
JAMES J. SCHONBACHLER Mgmt For For
LEONARD M. SPALDING, JR Mgmt For For
B2 TO APPROVE AGREEMENTS AND PLANS OF REORGANIZATION Mgmt For For
PURSUANT TO WHICH EACH SERIES OF EACH JPMORGAN FUND
OTHER THAN THE JPMMFS FUNDS WOULD BE REORGANIZED AS
CORRESPONDING SERIES OF JPMMFS.
B4 TO APPROVE THE AMENDMENT OF THE FUNDAMENTAL Mgmt For For
INVESTMENT RESTRICTION OF THE FUNDS REGARDING
BORROWING MONEY.
- --------------------------------------------------------------------------------------------------------------------------
THE SPORTS AUTHORITY, INC. Agenda Number: 932340956
- --------------------------------------------------------------------------------------------------------------------------
Security: 84917U109
Meeting Type: Annual
Meeting Date: 07-Jun-2005
Ticker: TSA
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GORDON D. BARKER Mgmt For For
MARY ELIZABETH BURTON Mgmt For For
CYNTHIA R. COHEN Mgmt For For
PETER R. FORMANEK Mgmt For For
MARTIN E. HANAKA Mgmt For For
RICHARD L. MARKEE Mgmt For For
KEVIN M. MCGOVERN Mgmt For For
JOHN DOUGLAS MORTON Mgmt For For
JONATHAN D. SOKOLOFF Mgmt For For
02 RATIFICATION OF THE SELECTION OF DELOITTE & Mgmt For For
TOUCHE LLP AS INDEPENDENT AUDITORS OF THE SPORTS
AUTHORITY, INC. FOR THE FISCAL YEAR ENDING
JANUARY 28, 2006.
Managers Small Company Fund
- --------------------------------------------------------------------------------------------------------------------------
ACTUANT CORPORATION Agenda Number: 932246324
- --------------------------------------------------------------------------------------------------------------------------
Security: 00508X203
Meeting Type: Annual
Meeting Date: 10-Jan-2005
Ticker: ATU
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROBERT C. ARZBAECHER Mgmt For For
GUSTAV H.P. BOEL Mgmt For For
THOMAS J. FISCHER Mgmt For For
WILLIAM K. HALL Mgmt For For
KATHLEEN J. HEMPEL Mgmt For For
ROBERT A. PETERSON Mgmt For For
WILLIAM P. SOVEY Mgmt For For
LARRY YOST Mgmt For For
02 TO APPROVE THE ACTUANT CORPORATION EXECUTIVE Mgmt For For
OFFICER BONUS PLAN.
- --------------------------------------------------------------------------------------------------------------------------
AEROFLEX INCORPORATED Agenda Number: 932230270
- --------------------------------------------------------------------------------------------------------------------------
Security: 007768104
Meeting Type: Annual
Meeting Date: 10-Nov-2004
Ticker: ARXX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
PAUL ABECASSIS Mgmt For For
LEONARD BOROW Mgmt For For
MILTON BRENNER Mgmt For For
ERIC EDELSTEIN Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
ALLIANCE DATA SYSTEMS CORPORATION Agenda Number: 932331666
- --------------------------------------------------------------------------------------------------------------------------
Security: 018581108
Meeting Type: Annual
Meeting Date: 07-Jun-2005
Ticker: ADS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
BRUCE K. ANDERSON Mgmt For For
ROGER H. BALLOU Mgmt For For
E. LINN DRAPER, JR. Mgmt For For
02 APPROVAL OF 2005 LONG TERM INCENTIVE PLAN. Mgmt For For
03 APPROVAL OF EXECUTIVE ANNUAL INCENTIVE PLAN. Mgmt For For
04 APPROVAL OF AMENDED AND RESTATED EMPLOYEE STOCK Mgmt For For
PURCHASE PLAN
- --------------------------------------------------------------------------------------------------------------------------
ASTA FUNDING, INC. Agenda Number: 932218969
- --------------------------------------------------------------------------------------------------------------------------
Security: 046220109
Meeting Type: Annual
Meeting Date: 29-Sep-2004
Ticker: ASFI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GARY STERN Mgmt For For
ARTHUR STERN Mgmt For For
HERMAN BADILLO Mgmt For For
DAVID SLACKMAN Mgmt For For
EDWARD CELANO Mgmt For For
HARVEY LEIBOWITZ Mgmt For For
ALAN RIVERA Mgmt For For
LOUIS A. PICCOLO Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
ATMI, INC. Agenda Number: 932329433
- --------------------------------------------------------------------------------------------------------------------------
Security: 00207R101
Meeting Type: Annual
Meeting Date: 24-May-2005
Ticker: ATMI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MARK A. ADLEY Mgmt For For
EUGENE G. BANUCCI Mgmt For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
AVOCENT CORPORATION Agenda Number: 932358179
- --------------------------------------------------------------------------------------------------------------------------
Security: 053893103
Meeting Type: Annual
Meeting Date: 23-Jun-2005
Ticker: AVCT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN R. COOPER Mgmt For For
H.D. "HARRY" COPPERMAN Mgmt For For
EDWIN L. HARPER Mgmt For For
02 PROPOSAL TO APPROVE THE ADOPTION OF THE 2005 Mgmt For For
EQUITY INCENTIVE PLAN
- --------------------------------------------------------------------------------------------------------------------------
BARR PHARMACEUTICALS, INC. Agenda Number: 932225306
- --------------------------------------------------------------------------------------------------------------------------
Security: 068306109
Meeting Type: Annual
Meeting Date: 28-Oct-2004
Ticker: BRL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
BRUCE L. DOWNEY Mgmt For For
PAUL M. BISARO Mgmt For For
CAROLE S. BEN-MAIMON Mgmt For For
GEORGE P. STEPHAN Mgmt For For
JACK M. KAY Mgmt For For
HAROLD N. CHEFITZ Mgmt For For
RICHARD R. FRANKOVIC Mgmt For For
PETER R. SEAVER Mgmt For For
JAMES S. GILMORE, III Mgmt For For
02 RATIFICATION OF THE SELECTION OF DELOITTE & Mgmt For For
TOUCHE LLP AS THE INDEPENDENT AUDITOR OF THE
COMPANY FOR THE FISCAL YEAR ENDING JUNE 30,
2005.
- --------------------------------------------------------------------------------------------------------------------------
BENCHMARK ELECTRONICS, INC. Agenda Number: 932301738
- --------------------------------------------------------------------------------------------------------------------------
Security: 08160H101
Meeting Type: Annual
Meeting Date: 11-May-2005
Ticker: BHE
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DONALD E. NIGBOR Mgmt For For
CARY T. FU Mgmt For For
STEVEN A. BARTON Mgmt For For
JOHN W. COX Mgmt For For
JOHN C. CUSTER Mgmt For For
PETER G. DORFLINGER Mgmt For For
LAURA W. LANG Mgmt For For
BERNEE D.L. STROM Mgmt For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
OF THE COMPANY FOR THE YEAR ENDING DECEMBER
31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
CARLISLE COMPANIES INCORPORATED Agenda Number: 932280097
- --------------------------------------------------------------------------------------------------------------------------
Security: 142339100
Meeting Type: Annual
Meeting Date: 20-Apr-2005
Ticker: CSL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMIESON Mgmt For For
KROGH Mgmt For For
MCKINNISH Mgmt For For
RUGGIERO Mgmt For For
02 APPROVE THE COMPANY S AMENDED AND RESTATED NONEMPLOYEE Mgmt For For
DIRECTOR EQUITY PLAN.
- --------------------------------------------------------------------------------------------------------------------------
CERIDIAN CORPORATION Agenda Number: 932332961
- --------------------------------------------------------------------------------------------------------------------------
Security: 156779100
Meeting Type: Annual
Meeting Date: 26-May-2005
Ticker: CEN
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
NICHOLAS D. CHABRAJA Mgmt Withheld Against
RONALD T. LEMAY Mgmt Withheld Against
GEORGE R. LEWIS Mgmt For For
RONALD L. TURNER Mgmt For For
ALAN F. WHITE Mgmt Withheld Against
- --------------------------------------------------------------------------------------------------------------------------
CHICAGO BRIDGE & IRON COMPANY N.V. Agenda Number: 932326300
- --------------------------------------------------------------------------------------------------------------------------
Security: 167250109
Meeting Type: Annual
Meeting Date: 13-May-2005
Ticker: CBI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A FIRST POSITION: JENNETT Mgmt For
1B FIRST POSITION: BORDAGES Mgmt Against
1C SECOND POSITION: NEALE Mgmt For
1D SECOND POSITION: LEVENTRY Mgmt Against
1E THIRD POSITION: WILLIAMS Mgmt For
1F THIRD POSITION: BYERS Mgmt Against
02 TO AUTHORIZE THE PREPARATION OF THE ANNUAL ACCOUNTS Mgmt For For
AND THE ANNUAL REPORT IN THE ENGLISH LANGUAGE.
03 TO DISCHARGE THE MEMBERS OF THE MANAGEMENT BOARD Mgmt For For
FROM LIABILITY.
04 TO DISCHARGE THE MEMBERS OF THE SUPERVISORY Mgmt For For
BOARD FROM LIABILITY.
05 TO RESOLVE ON THE FINAL DIVIDEND FOR THE YEAR Mgmt For For
ENDED DECEMBER 31, 2005.
06 TO APPROVE THE MANAGEMENT BOARD COMPENSATION Mgmt For For
POLICY.
07 TO DETERMINE THE COMPENSATION OF THE SUPERVISORY Mgmt For For
DIRECTORS WHO ARE NOT EMPLOYEES.
08 TO APPROVE THE EXTENSION OF THE AUTHORITY OF Mgmt For For
THE MANAGEMENT BOARD TO REPURCHASE UP TO 10%
OF THE ISSUED SHARE CAPITAL.
09 TO APPROVE THE EXTENSION OF THE AUTHORITY OF Mgmt For For
THE SUPERVISORY BOARD TO ISSUE AND/OR GRANT
RIGHTS TO AQUIRE SHARES.
10 TO AMEND OUR ARTICLES OF ASSOCIATION TO INCREASE Mgmt For For
THE AMOUNT OF THE AUTHORIZED SHARE CAPITAL.
11 TO APPROVE AN AMENDMENT TO THE CHICAGO BRIDGE Mgmt For For
& IRON 1999 LONG- TERM INCENTIVE PLAN.
12 TO APPROVE AN AMENDMENT TO THE CHICAGO BRIDGE Mgmt For For
& IRON INCENTIVE COMPENSATION PLAN.
13 TO APPOINT OUR INDEPENDENT PUBLIC ACCOUNTANTS Mgmt For For
FOR THE YEAR ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
CHOICEPOINT INC. Agenda Number: 932291610
- --------------------------------------------------------------------------------------------------------------------------
Security: 170388102
Meeting Type: Annual
Meeting Date: 28-Apr-2005
Ticker: CPS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RAY M. ROBINSON Mgmt For For
JOHN J. HAMRE Mgmt For For
JOHN B. MCCOY Mgmt For For
TERRENCE MURRAY Mgmt For For
02 PROPOSAL TO APPROVE AN AMENDMENT TO THE CHOICEPOINT Mgmt Against Against
INC. 2003 OMNIBUS INCENTIVE PLAN TO INCREASE
THE NUMBER OF SHARES OF COMMON STOCK THAT MAY
BE ISSUED UNDER THE PLAN FROM 3,500,000 TO
7,500,000.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR CHOICEPOINT FOR THE YEAR ENDING
DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
CHRISTOPHER & BANKS CORPORATION Agenda Number: 932198775
- --------------------------------------------------------------------------------------------------------------------------
Security: 171046105
Meeting Type: Annual
Meeting Date: 28-Jul-2004
Ticker: CBK
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ANNE L. JONES Mgmt For For
ROBERT EZRILOV Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERSMgmt For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
THE COMPANY S CURRENT FISCAL YEAR.
- --------------------------------------------------------------------------------------------------------------------------
COLDWATER CREEK INC. Agenda Number: 932236018
- --------------------------------------------------------------------------------------------------------------------------
Security: 193068103
Meeting Type: Special
Meeting Date: 08-Dec-2004
Ticker: CWTR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY Mgmt For For
S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
INCREASING THE NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK FROM 60,000,000 TO 150,000,000.
- --------------------------------------------------------------------------------------------------------------------------
COLDWATER CREEK INC. Agenda Number: 932333482
- --------------------------------------------------------------------------------------------------------------------------
Security: 193068103
Meeting Type: Annual
Meeting Date: 11-Jun-2005
Ticker: CWTR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF CURT HECKER AS CLASS I DIRECTOR. Mgmt For For
1B ELECTION OF GEORGIA SHONK-SIMMONS AS CLASS I Mgmt For For
DIRECTOR.
02 TO APPROVE AN AMENDMENT AND RESTATEMENT OF THE Mgmt For For
COMPANY S 1996 STOCK OPTION/STOCK ISSUANCE
PLAN.
03 TO APPROVE THE MATERIAL TERMS OF THE PERFORMANCE Mgmt For For
CRITERIA FOR EXECUTIVE INCENTIVE COMPENSATION.
04 TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTANTS OF THE COMPANY
FOR THE FISCAL YEAR ENDING JANUARY 28, 2006.
- --------------------------------------------------------------------------------------------------------------------------
CORE LABORATORIES N.V. Agenda Number: 932275298
- --------------------------------------------------------------------------------------------------------------------------
Security: N22717107
Meeting Type: Annual
Meeting Date: 15-Apr-2005
Ticker: CLB
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DAVID M. DEMSHUR Mgmt For For
RENE R. JOYCE Mgmt For For
MICHAEL C. KEARNEY Mgmt For For
02 CONFIRMATION AND ADOPTION OF ANNUAL ACCOUNTS Mgmt For For
AND DISCHARGE OF DIRECTORS.
03 APPROVAL OF CANCELLATION OF OUR REPURCHASED Mgmt For For
SHARES.
04 APPROVAL OF EXTENSION OF AUTHORITY OF MANAGEMENT Mgmt For For
BOARD TO REPURCHASE UP TO 10% OF THE ISSUED
SHARE CAPITAL OF THE COMPANY UNTIL OCTOBER
15, 2006.
05 APPROVAL OF EXTENSION OF AUTHORITY OF SUPERVISORY Mgmt For For
BOARD TO ISSUE SHARES AND/OR TO GRANT RIGHTS
(INCLUDING OPTIONS TO PURCHASE) WITH RESPECT
TO OUR COMMON AND/OR PREFERENCE SHARES UNTIL
APRIL 15, 2010.
06 APPROVAL OF EXTENSION OF AUTHORITY OF SUPERVISORY Mgmt For For
BOARD TO LIMIT OR ELIMINATE PREEMPTIVE RIGHTS
OF HOLDERS OF COMMON SHARES UNTIL APRIL 15,
2010.
07 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS
FOR THE YEAR ENDED DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
COST PLUS, INC. Agenda Number: 932357406
- --------------------------------------------------------------------------------------------------------------------------
Security: 221485105
Meeting Type: Annual
Meeting Date: 29-Jun-2005
Ticker: CPWM
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOSEPH H. COULOMBE Mgmt For For
BARRY J. FELD Mgmt Withheld Against
DANNY W. GURR Mgmt Withheld Against
KIM D. ROBBINS Mgmt Withheld Against
FREDRIC M. ROBERTS Mgmt Withheld Against
THOMAS D. WILLARDSON Mgmt For For
02 TO APPROVE AN AMENDMENT TO THE COMPANY S 1996 Mgmt For For
DIRECTOR OPTION PLAN TO EXTEND THE TERM OF
THE 1996 DIRECTOR OPTION PLAN BY 10 YEARS TO
MARCH 31, 2016.
03 TO RATIFY AND APPROVE THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL
YEAR ENDING JANUARY 28, 2006.
- --------------------------------------------------------------------------------------------------------------------------
COVANCE INC. Agenda Number: 932272420
- --------------------------------------------------------------------------------------------------------------------------
Security: 222816100
Meeting Type: Annual
Meeting Date: 28-Apr-2005
Ticker: CVD
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
J. RANDALL MACDONALD Mgmt For For
KATHLEEN G. MURRAY Mgmt For For
WILLIAM C. UGHETTA Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
DELTA PETROLEUM CORPORATION Agenda Number: 932244267
- --------------------------------------------------------------------------------------------------------------------------
Security: 247907207
Meeting Type: Annual
Meeting Date: 21-Dec-2004
Ticker: DPTR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A TO APPROVE TO THE BOARD OF DIRECTORS: ALERON Mgmt For For
H. LARSON, JR.
1B TO APPROVE TO THE BOARD OF DIRECTORS: ROGER Mgmt For For
A. PARKER
1C TO APPROVE TO THE BOARD OF DIRECTORS: JERRIE Mgmt For For
F. ECKELBERGER
1D TO APPROVE TO THE BOARD OF DIRECTORS: JAMES Mgmt For For
B. WALLACE
1E TO APPROVE TO THE BOARD OF DIRECTORS: JOSEPH Mgmt For For
L. CASTLE II
1F TO APPROVE TO THE BOARD OF DIRECTORS: RUSSELL Mgmt For For
S. LEWIS
1G TO APPROVE TO THE BOARD OF DIRECTORS: JOHN P. Mgmt For For
KELLER
1H TO APPROVE TO THE BOARD OF DIRECTORS: JORDAN Mgmt For For
R. SMITH
1I TO APPROVE TO THE BOARD OF DIRECTORS: NEAL A. Mgmt For For
STANELY
02 TO APPROVE DELTA S 2004 INCENTIVE PLAN Mgmt Against Against
03 TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT Mgmt For For
AUDITORS
- --------------------------------------------------------------------------------------------------------------------------
DIGITAS INC. Agenda Number: 932223718
- --------------------------------------------------------------------------------------------------------------------------
Security: 25388K104
Meeting Type: Special
Meeting Date: 14-Oct-2004
Ticker: DTAS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO APPROVE THE ISSUANCE OF SHARES OF COMMON Mgmt For For
STOCK OF DIGITAS INC. PURSUANT TO THE AGREEMENT
AND PLAN OF MERGER, DATED AS OF JULY 15, 2004,
BY AND AMONG DIGITAS INC., DIGITAS ACQUISITION
CORP., A DELAWARE CORPORATION AND A WHOLLY-OWNED
SUBSIDIARY OF DIGITAS INC. AND MODEM MEDIA,
INC., A DELAWARE CORPORATION.
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, Mgmt Against Against
IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES
IN THE EVENT THAT THERE ARE NOT SUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING TO
APPROVE THE ISSUANCE OF SHARES OF DIGITAS COMMON
STOCK PURSUANT TO THE AGREEMENT AND PLAN OF
MERGER REFERENCED ABOVE.
- --------------------------------------------------------------------------------------------------------------------------
DIGITAS INC. Agenda Number: 932297434
- --------------------------------------------------------------------------------------------------------------------------
Security: 25388K104
Meeting Type: Annual
Meeting Date: 12-May-2005
Ticker: DTAS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ARTHUR KERN Mgmt Withheld Against
GAIL J. MCGOVERN Mgmt Withheld Against
02 ADOPTION OF THE 2005 EMPLOYEE STOCK PURCHASE Mgmt For For
PLAN.
03 SELECTION OF ERNST & YOUNG LLP AS THE COMPANY Mgmt For For
S INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING
DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
DONALDSON COMPANY, INC. Agenda Number: 932231044
- --------------------------------------------------------------------------------------------------------------------------
Security: 257651109
Meeting Type: Annual
Meeting Date: 19-Nov-2004
Ticker: DCI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM COOK Mgmt For For
KENDRICK MELROSE Mgmt For For
JOHN WIEHOFF Mgmt For For
02 RATIFY APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS INDEPENDENT AUDITORS.
- --------------------------------------------------------------------------------------------------------------------------
DUVERNAY OIL CORP. Agenda Number: 932352533
- --------------------------------------------------------------------------------------------------------------------------
Security: 267393106
Meeting Type: Special
Meeting Date: 08-Jun-2005
Ticker: DVNLF
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 FIXING THE NUMBER OF DIRECTORS TO BE ELECTED Mgmt For For
AT THE MEETING AT EIGHT (8).
02 THE ELECTION OF DIRECTORS FOR THE ENSUING YEAR Mgmt For For
OF THOSE NOMINEES PROPOSED BY MANAGEMENT AS
SPECIFIED IN THE INFORMATION CIRCULAR OF THE
CORPORATION DATED MAY 6, 2005 (THE INFORMATION
CIRCULAR ).
03 THE APPOINTMENT OF KPMG, LLP, CHARTERED ACCOUNTANTS, Mgmt For For
AS AUDITORS OF THE CORPORATION FOR THE ENSUING
YEAR AND AUTHORIZATION OF THE DIRECTORS TO
FIX THEIR REMUNERATION.
04 THE AMENDMENT OF THE CORPORATION S SHARE OPTION Mgmt Against Against
PLAN AS SPECIFIED IN THE INFORMATION CIRCULAR.
05 THE RATIFICATION OF THE GRANT OF OPTIONS AS Mgmt For For
MORE PARTICULARLY DESCRIBED IN THE INFORMATION
CIRCULAR.
- --------------------------------------------------------------------------------------------------------------------------
ELKCORP Agenda Number: 932224796
- --------------------------------------------------------------------------------------------------------------------------
Security: 287456107
Meeting Type: Annual
Meeting Date: 26-Oct-2004
Ticker: ELK
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES E. HALL Mgmt For For
SHAUNA R. KING Mgmt For For
02 APPROVAL OF 2004 AMENDED AND RESTATED ELKCORP Mgmt For For
EQUITY INCENTIVE COMPENSATION PLAN
03 RATIFICATION OF GRANT THORNTON LLP AS AUDITORS Mgmt For For
FOR FISCAL 2005
- --------------------------------------------------------------------------------------------------------------------------
EMULEX CORPORATION Agenda Number: 932232135
- --------------------------------------------------------------------------------------------------------------------------
Security: 292475209
Meeting Type: Annual
Meeting Date: 18-Nov-2004
Ticker: ELX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
FRED B. COX Mgmt For For
MICHAEL P. DOWNEY Mgmt For For
BRUCE C. EDWARDS Mgmt Withheld Against
PAUL F. FOLINO Mgmt For For
ROBERT H. GOON Mgmt For For
DON M. LYLE Mgmt Withheld Against
02 RATIFICATION AND APPROVAL OF THE OPTION EXCHANGE Mgmt Against Against
PROPOSAL. PROPOSAL TO RATIFY AND APPROVE THE
AUTHORIZATION OF AN EXCHANGE OF CERTAIN OUTSTANDING
EMPLOYEE STOCK OPTIONS FOR A SMALLER NUMBER
OF STOCK OPTIONS WITH A NEW EXERCISE PRICE.
03 RATIFICATION AND APPROVAL OF THE 2004 EMPLOYEE Mgmt For For
STOCK INCENTIVE PLAN. PROPOSAL TO RATIFY AND
APPROVE THE ADOPTION OF THE 2004 EMPLOYEE STOCK
INCENTIVE PLAN.
04 RATIFICATION AND APPROVAL OF THE 1997 STOCK Mgmt For For
OPTION PLAN FOR NON-EMPLOYEE DIRECTORS, AS
AMENDED. PROPOSAL TO RATIFY AND APPROVE THE
COMPANY S 1997 STOCK OPTION PLAN FOR NON-EMPLOYEE
DIRECTORS, AS AMENDED, AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
05 RATIFICATION AND APPROVAL OF THE AMENDMENT OF Mgmt For For
THE EMPLOYEE STOCK PURCHASE PLAN. PROPOSAL
TO RATIFY AND APPROVE THE AMENDMENT OF THE
COMPANY S EMPLOYEE STOCK PURCHASE PLAN TO INCREASE
THE NUMBER OF SHARES OF COMMON STOCK RESERVED
FOR ISSUANCE THEREUNDER BY 1,000,000 SHARES.
06 RATIFICATION OF SELECTION OF KPMG LLP AS INDEPENDENT Mgmt For For
AUDITORS.
- --------------------------------------------------------------------------------------------------------------------------
EVERGREEN RESOURCES, INC. Agenda Number: 932220128
- --------------------------------------------------------------------------------------------------------------------------
Security: 299900308
Meeting Type: Special
Meeting Date: 28-Sep-2004
Ticker: EVG
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO APPROVE THE AGREEMENT AND PLAN OF MERGER, Mgmt For For
DATED AS OF MAY 3, 2004, AMONG PIONEER NATURAL
RESOURCES COMPANY, BC MERGER SUB, INC. AND
EVERGREEN RESOURCES, INC.
02 TO APPROVE AN ADJOURNMENT OF THE MEETING, IF Mgmt Against Against
NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN
FAVOR OF ITEM 1 ABOVE.
- --------------------------------------------------------------------------------------------------------------------------
EXCEL TECHNOLOGY, INC. Agenda Number: 932293688
- --------------------------------------------------------------------------------------------------------------------------
Security: 30067T103
Meeting Type: Annual
Meeting Date: 19-Apr-2005
Ticker: XLTC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
J. DONALD HILL Mgmt Withheld Against
STEVEN GEORGIEV Mgmt For For
HOWARD S. BRESLOW Mgmt Withheld Against
DONALD E. WEEDEN Mgmt For For
IRA J. LAMEL Mgmt For For
02 PROPOSAL TO RATIFY THE SELECTION OF KPMG, LLP Mgmt For For
AS INDEPENDENT AUDITORS FOR THE YEAR ENDING
DECEMBER 31, 2005
- --------------------------------------------------------------------------------------------------------------------------
FAIR ISAAC CORPORATION Agenda Number: 932251515
- --------------------------------------------------------------------------------------------------------------------------
Security: 303250104
Meeting Type: Annual
Meeting Date: 01-Feb-2005
Ticker: FIC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
A. GEORGE BATTLE Mgmt For For
ANDREW CECERE Mgmt For For
TONY J. CHRISTIANSON Mgmt For For
THOMAS G. GRUDNOWSKI Mgmt For For
ALEX W. HART Mgmt For For
PHILIP G. HEASLEY Mgmt For For
GUY R. HENSHAW Mgmt For For
DAVID S.P. HOPKINS Mgmt For For
MARGARET L. TAYLOR Mgmt For For
02 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
THE CURRENT FISCAL YEAR.
- --------------------------------------------------------------------------------------------------------------------------
FEI COMPANY Agenda Number: 932307487
- --------------------------------------------------------------------------------------------------------------------------
Security: 30241L109
Meeting Type: Annual
Meeting Date: 19-May-2005
Ticker: FEIC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DR. MICHAEL J. ATTARDO Mgmt For For
THOMAS F. KELLY Mgmt For For
DR. GERHARD PARKER Mgmt For For
LAWRENCE A. BOCK Mgmt For For
DR. WILLIAM W. LATTIN Mgmt For For
JAMES T. RICHARDSON Mgmt For For
WILFRED J. CORRIGAN Mgmt For For
JAN C. LOBBEZOO Mgmt For For
VAHE A. SARKISSIAN Mgmt For For
DONALD R. VANLUVANEE Mgmt For For
02 TO CONSIDER AND VOTE ON A PROPOSAL TO AMEND Mgmt For For
THE 1995 STOCK INCENTIVE PLAN TO INCREASE THE
NUMBER OF SHARES OF OUR COMMON STOCK RESERVED
FOR ISSUANCE UNDER THE PLAN FROM 7,000,000
TO 8,000,000.
03 TO CONSIDER AND VOTE ON A PROPOSAL TO AMEND Mgmt For For
THE FEI EMPLOYEE SHARE PURCHASE PLAN TO INCREASE
THE NUMBER OF SHARES OF OUR COMMON STOCK RESERVED
FOR ISSUANCE UNDER THE PLAN FROM 1,450,000
TO 1,950,000.
- --------------------------------------------------------------------------------------------------------------------------
GETTY IMAGES, INC. Agenda Number: 932285162
- --------------------------------------------------------------------------------------------------------------------------
Security: 374276103
Meeting Type: Annual
Meeting Date: 03-May-2005
Ticker: GYI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CHRISTOPHER H. SPORBORG Mgmt For For
MARK H. GETTY Mgmt For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2005.
03 TO APPROVE THE PROPOSAL TO AMEND THE AMENDED Mgmt For For
& RESTATED GETTY IMAGES, INC. 1998 STOCK INCENTIVE
PLAN, TO RENAME IT THE GETTY IMAGES, INC. 2005
INCENTIVE PLAN, TO INCREASE THE NUMBER OF SHARES
AVAILABLE FOR AWARD UNDER THE PLAN FROM 13,000,000
TO 16,000,000, AND TO MAKE CERTAIN OTHER CHANGES
TO THE PLAN.
- --------------------------------------------------------------------------------------------------------------------------
HARMAN INTERNATIONAL INDUSTRIES, INC Agenda Number: 932221877
- --------------------------------------------------------------------------------------------------------------------------
Security: 413086109
Meeting Type: Annual
Meeting Date: 10-Nov-2004
Ticker: HAR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
BERNARD A. GIROD Mgmt For For
ANN KOROLOGOS Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
HEWITT ASSOCIATES, INC. Agenda Number: 932219000
- --------------------------------------------------------------------------------------------------------------------------
Security: 42822Q100
Meeting Type: Special
Meeting Date: 30-Sep-2004
Ticker: HEW
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPROVE (I) THE AGREEMENT AND PLAN OF MERGER, Mgmt For For
DATED AS OF JUNE 15, 2004, BY AND AMONG EXULT,
INC., HEWITT ASSOCIATES, INC. AND EAGLE MERGER
CORP., AND (II) THE ISSUANCE OF HEWITT CLASS
A COMMON STOCK PURSUANT TO THE MERGER AGREEMENT.
02 APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, Mgmt Against Against
IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES,
IN THE EVENT THAT THERE ARE NOT SUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING TO
APPROVE THE PROPOSALS.
- --------------------------------------------------------------------------------------------------------------------------
HEWITT ASSOCIATES, INC. Agenda Number: 932249281
- --------------------------------------------------------------------------------------------------------------------------
Security: 42822Q100
Meeting Type: Annual
Meeting Date: 02-Feb-2005
Ticker: HEW
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CHERYL A. FRANCIS Mgmt For For
DALE L. GIFFORD Mgmt For For
THOMAS J. NEFF Mgmt For For
02 RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT Mgmt For For
AUDITORS.
- --------------------------------------------------------------------------------------------------------------------------
INSIGHT ENTERPRISES, INC. Agenda Number: 932291153
- --------------------------------------------------------------------------------------------------------------------------
Security: 45765U103
Meeting Type: Annual
Meeting Date: 28-Apr-2005
Ticker: NSIT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
LARRY A. GUNNING Mgmt For For
ROBERTSON C. JONES Mgmt For For
02 TO APPROVE AN AMENDMENT TO OUR AMENDED AND RESTATED Mgmt For For
CERTIFICATE OF INCORPORATION TO INCREASE THE
MAXIMUM SIZE OF OUR BOARD OF DIRECTORS FROM
9 MEMBERS TO 12 MEMBERS.
03 TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR Mgmt For For
REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL RECTIFIER CORPORATION Agenda Number: 932228504
- --------------------------------------------------------------------------------------------------------------------------
Security: 460254105
Meeting Type: Annual
Meeting Date: 22-Nov-2004
Ticker: IRF
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ERIC LIDOW Mgmt For For
JACK O. VANCE Mgmt For For
02 APPROVAL OF OPTION EXCHANGE PROGRAM. TO APPROVE Mgmt For For
A ONE-TIME PROGRAM IN WHICH THE COMPANY WILL
OFFER EACH ELIGIBLE EMPLOYEE AN OPPORTUNITY
TO EXCHANGE OUTSTANDING STOCK OPTIONS FOR NEW
OPTIONS TO PURCHASE FEWER SHARES AT THE FAIR
MARKET VALUE OF THE COMMON STOCK IN SIX MONTHS
AND ONE DAY FOLLOWING THE EXCHANGE.
03 AMENDMENT OF 2000 INCENTIVE PLAN. TO AMEND THE Mgmt For For
2000 INCENTIVE PLAN TO SHORTEN THE LIFE OF
NEW OPTIONS GRANTED FROM 10 YEARS TO 5 YEARS,
INCREASE THE NUMBER OF SHARES THAT MAY BE ISSUED
UNDER THE PLAN BY 4,500,000, TO EXTEND THE
TERM OF THE PLAN TO AUGUST 24, 2014 AND OTHERWISE
AMEND THE PLAN.
04 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS Mgmt For For
INDEPENDENT AUDITORS OF THE COMPANY TO SERVE
FOR FISCAL YEAR 2005.
- --------------------------------------------------------------------------------------------------------------------------
JPMORGAN FUNDS Agenda Number: 932242085
- --------------------------------------------------------------------------------------------------------------------------
Security: 481996437
Meeting Type: Special
Meeting Date: 03-Feb-2005
Ticker:
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A1 TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION Mgmt For For
PROVIDING FOR THE ACQUISITION OF ALL OF THE ASSETS
OF YOUR FUND IN EXCHANGE FOR SHARES OF THE
CORRESPONDING FUND IDENTIFIED IN THE ACCOMPANYING
PROXY STATEMENT/PROSPECTUS AND THE SUBSEQUENT
LIQUIDATION OF YOUR FUND.
B1 DIRECTOR
WILLIAM J. ARMSTRONG Mgmt For For
ROLAND E. EPPLEY, JR. Mgmt For For
JOHN F. FINN Mgmt For For
DR. MATTHEW GOLDSTEIN Mgmt For For
ROBERT J. HIGGINS Mgmt For For
PETER C. MARSHALL Mgmt For For
MARILYN MCCOY Mgmt For For
WILLIAM G. MORTON, JR. Mgmt For For
ROBERT A. ODEN, JR. Mgmt For For
FERGUS REID, III Mgmt For For
FREDERICK W. RUEBECK Mgmt For For
JAMES J. SCHONBACHLER Mgmt For For
LEONARD M. SPALDING, JR Mgmt For For
B2 TO APPROVE AGREEMENTS AND PLANS OF REORGANIZATION Mgmt For For
PURSUANT TO WHICH EACH SERIES OF EACH JPMORGAN FUND
OTHER THAN THE JPMMFS FUNDS WOULD BE REORGANIZED AS
CORRESPONDING SERIES OF JPMMFS.
B4 TO APPROVE THE AMENDMENT OF THE FUNDAMENTAL Mgmt For For
INVESTMENT RESTRICTION OF THE FUNDS REGARDING
BORROWING MONEY.
- --------------------------------------------------------------------------------------------------------------------------
LAUREATE EDUCATION, INC. Agenda Number: 932341035
- --------------------------------------------------------------------------------------------------------------------------
Security: 518613104
Meeting Type: Annual
Meeting Date: 21-Jun-2005
Ticker: LAUR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
R.C. HOEHN-SARIC Mgmt For For
JOHN A. MILLER Mgmt For For
DAVID A. WILSON Mgmt For For
ISABEL AGUILERA Mgmt For For
02 PROPOSAL TO APPROVE AND RATIFY THE ADOPTION Mgmt For For
OF THE 2005 STOCK INCENTIVE PLAN.
03 PROPOSAL TO RATIFY THE SELECTION OF ERNST & Mgmt For For
YOUNG LLP AS THE INDEPENDENT AUDITORS OF THE
COMPANY FOR THE FISCAL YEAR ENDING DECEMBER
31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
LIONBRIDGE TECHNOLOGIES, INC. Agenda Number: 932290036
- --------------------------------------------------------------------------------------------------------------------------
Security: 536252109
Meeting Type: Annual
Meeting Date: 20-May-2005
Ticker: LIOX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RORY J. COWAN Mgmt For For
PAUL KAVANAGH Mgmt For For
02 TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY Mgmt Against Against
COME BEFORE THE ANNUAL MEETING OR ANY POSTPONEMENTS
OR ADJOURNMENTS THEREOF.
- --------------------------------------------------------------------------------------------------------------------------
LUMINEX CORPORATION Agenda Number: 932326350
- --------------------------------------------------------------------------------------------------------------------------
Security: 55027E102
Meeting Type: Annual
Meeting Date: 26-May-2005
Ticker: LMNX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
FRED C. GOAD, JR. Mgmt For For
JIM D. KEVER Mgmt For For
JAY B. JOHNSTON Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST Mgmt For For
& YOUNG LLP AS THE COMPANY S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL 2005.
- --------------------------------------------------------------------------------------------------------------------------
MACDERMID, INCORPORATED Agenda Number: 932298931
- --------------------------------------------------------------------------------------------------------------------------
Security: 554273102
Meeting Type: Annual
Meeting Date: 12-May-2005
Ticker: MRD
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DANIEL H. LEEVER Mgmt For For
DONALD G. OGILVIE Mgmt For For
JAMES C. SMITH Mgmt For For
JOSEPH M. SILVESTRI Mgmt For For
T. QUINN SPITZER Mgmt For For
ROBERT L. ECKLIN Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF KPMG L.L.P. Mgmt For For
AS INDEPENDENT ACCOUNTANTS FOR FISCAL YEAR
ENDED DECEMBER 31, 2005.
03 APPROVAL OF THE PROPOSED AMENDMENT FOR THE SPECIAL Mgmt For For
STOCK PURCHASE PLAN.
04 IN THEIR DISCRETION, UPON ANY OTHER MATTERS Mgmt Against Against
AS MAY PROPERLY COME BEFORE THE MEETING.
- --------------------------------------------------------------------------------------------------------------------------
MAXIMUS, INC. Agenda Number: 932259307
- --------------------------------------------------------------------------------------------------------------------------
Security: 577933104
Meeting Type: Annual
Meeting Date: 22-Mar-2005
Ticker: MMS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RUSSELL A. BELIVEAU Mgmt For For
JOHN J. HALEY Mgmt For For
MARILYN R. SEYMANN Mgmt For For
RAYMOND B. RUDDY Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS
FOR THE 2005 FISCAL YEAR.
- --------------------------------------------------------------------------------------------------------------------------
MICHAELS STORES, INC. Agenda Number: 932347099
- --------------------------------------------------------------------------------------------------------------------------
Security: 594087108
Meeting Type: Annual
Meeting Date: 16-Jun-2005
Ticker: MIK
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CHARLES J. WYLY, JR. Mgmt For For
SAM WYLY Mgmt For For
RICHARD E. HANLON Mgmt For For
RICHARD C. MARCUS Mgmt For For
LIZ MINYARD Mgmt For For
CECE SMITH Mgmt For For
02 RATIFICATION OF THE AUDIT COMMITTEE S SELECTION Mgmt For For
OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL 2005.
03 APPROVAL OF THE MICHAELS STORES, INC. 2005 INCENTIVE Mgmt For For
COMPENSATION PLAN.
- --------------------------------------------------------------------------------------------------------------------------
MOBILE MINI, INC. Agenda Number: 932352583
- --------------------------------------------------------------------------------------------------------------------------
Security: 60740F105
Meeting Type: Annual
Meeting Date: 29-Jun-2005
Ticker: MINI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
STEVEN G. BUNGER Mgmt For For
THOMAS R. GRAUNKE Mgmt For For
MICHAEL L. WATTS Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM.
- --------------------------------------------------------------------------------------------------------------------------
MPS GROUP, INC. Agenda Number: 932327972
- --------------------------------------------------------------------------------------------------------------------------
Security: 553409103
Meeting Type: Annual
Meeting Date: 19-May-2005
Ticker: MPS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DEREK E. DEWAN Mgmt For For
TIMOTHY D. PAYNE Mgmt For For
PETER J. TANOUS Mgmt For For
T. WAYNE DAVIS Mgmt For For
JOHN R. KENNEDY Mgmt For For
MICHAEL D. ABNEY Mgmt For For
WILLIAM M. ISAAC Mgmt For For
DARLA D. MOORE Mgmt For For
ARTHUR B. LAFFER Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
MSC INDUSTRIAL DIRECT CO., INC. Agenda Number: 932246564
- --------------------------------------------------------------------------------------------------------------------------
Security: 553530106
Meeting Type: Annual
Meeting Date: 04-Jan-2005
Ticker: MSM
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MITCHELL JACOBSON Mgmt For For
DAVID SANDLER Mgmt For For
CHARLES BOEHLKE Mgmt For For
ROGER FRADIN Mgmt For For
DENIS KELLY Mgmt For For
RAYMOND LANGTON Mgmt For For
PHILIP PELLER Mgmt For For
02 TO CONSIDER AND ACT UPON A PROPOSAL TO APPROVE Mgmt For For
AN AMENDMENT TO THE COMPANY S 1995 RESTRICTED
STOCK PLAN.
03 TO CONSIDER AND ACT UPON A PROPOSAL TO APPROVE Mgmt For For
AN AMENDMENT TO THE COMPANY S ASSOCIATE STOCK
PURCHASE PLAN.
04 TO CONSIDER AND ACT UPON A PROPOSAL TO RATIFY Mgmt For For
THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS OF THE COMPANY
FOR THE FISCAL YEAR 2005.
05 TO CONSIDER AND ACT UPON SUCH OTHER MATTERS Mgmt Against Against
AS MAY PROPERLY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF.
- --------------------------------------------------------------------------------------------------------------------------
MUTUAL FUND TRUST Agenda Number: 932242097
- --------------------------------------------------------------------------------------------------------------------------
Security: 62826N770
Meeting Type: Special
Meeting Date: 03-Feb-2005
Ticker: JINXX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM J. ARMSTRONG Mgmt For For
ROLAND E. EPPLEY, JR. Mgmt For For
JOHN F. FINN Mgmt For For
DR. MATTHEW GOLDSTEIN Mgmt For For
ROBERT J. HIGGINS Mgmt For For
PETER C. MARSHALL Mgmt For For
MARILYN MCCOY Mgmt For For
WILLIAM G. MORTON, JR. Mgmt For For
ROBERT A. ODEN, JR. Mgmt For For
FERGUS REID, III Mgmt For For
FREDERICK W. RUEBECK Mgmt For For
JAMES J. SCHONBACHLER Mgmt For For
LEONARD M. SPALDING, JR Mgmt For For
02 TO APPROVE AGREEMENTS AND PLANS OF REORGANIZATION Mgmt For For
PURSUANT TO WHICH EACH SERIES OF EACH JPMORGAN FUND
OTHER THAN THE JPMMFS FUNDS WOULD BE REORGANIZED AS
CORRESPONDING SERIES OF JPMMFS.
04 TO APPROVE THE AMENDMENT OF THE FUNDAMENTAL Mgmt For For
INVESTMENT RESTRICTION OF THE FUNDS REGARDING
BORROWING MONEY.
- --------------------------------------------------------------------------------------------------------------------------
NAVIGANT CONSULTING, INC. Agenda Number: 932286378
- --------------------------------------------------------------------------------------------------------------------------
Security: 63935N107
Meeting Type: Annual
Meeting Date: 04-May-2005
Ticker: NCI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM M. GOODYEAR Mgmt For For
VALERIE B. JARRETT Mgmt For For
02 PROPOSAL TO CONSIDER AND VOTE UPON A PROPOSED Mgmt For For
AMENDMENT TO THE COMPANY S AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO INCREASE THE
COMPANY S TOTAL AUTHORIZED COMMON STOCK TO
150 MILLION SHARES.
03 PROPOSAL TO CONSIDER AND VOTE UPON A PROPOSED Mgmt For For
NEW LONG-TERM INCENTIVE PLAN TO REPLACE THE
COMPANY S CURRENT LONG-TERM INCENTIVE PLAN,
WHICH IS DUE TO EXPIRE IN 2006.
04 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP Mgmt For For
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE COMPANY IN 2005.
- --------------------------------------------------------------------------------------------------------------------------
NCI BUILDING SYSTEMS, INC. Agenda Number: 932260716
- --------------------------------------------------------------------------------------------------------------------------
Security: 628852105
Meeting Type: Annual
Meeting Date: 11-Mar-2005
Ticker: NCS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A DIRECTOR
NORMAN C. CHAMBERS Mgmt For For
WILLIAM D. BREEDLOVE Mgmt For For
PHILIP J. HAWK Mgmt For For
JOHN K. STERLING Mgmt For For
B APPROVAL OF ADOPTION OF THE 2003 LONG-TERM STOCK Mgmt Against Against
INCENTIVE PLAN, AS AMENDED AND RESTATED.
- --------------------------------------------------------------------------------------------------------------------------
NIKO RESOURCES LTD. Agenda Number: 932214632
- --------------------------------------------------------------------------------------------------------------------------
Security: 653905109
Meeting Type: Special
Meeting Date: 09-Sep-2004
Ticker: NKRSF
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 THE RESOLUTION TO FIX THE NUMBER OF DIRECTORS Mgmt For For
TO BE ELECTED AT THE MEETING AT FIVE
02 THE ELECTION OF THOSE PERSONS PROPOSED AS NOMINEES Mgmt For For
FOR ELECTION AS DIRECTORS
03 THE APPOINTMENT OF KPMG LLP, CHARTERED ACCOUNTANTS, Mgmt For For
AS AUDITORS OF THE CORPORATION FOR THE ENSUING
YEAR
04 THE RESOLUTION AMENDING THE CURRENT STOCK OPTION Mgmt Against Against
PLAN TO INCREASE THE MAXIMUM NUMBER OF COMMON
SHARES AVAILABLE FOR ISSUANCE THEREUNDER
- --------------------------------------------------------------------------------------------------------------------------
O'REILLY AUTOMOTIVE, INC. Agenda Number: 932276745
- --------------------------------------------------------------------------------------------------------------------------
Security: 686091109
Meeting Type: Annual
Meeting Date: 03-May-2005
Ticker: ORLY
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DAVID E. O'REILLY Mgmt For For
JAY D. BURCHFIELD Mgmt For For
PAUL R. LEDERER Mgmt For For
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG, Mgmt For For
LLP AS INDEPENDENT AUDITORS.
03 APPROVAL TO AMEND AND RESTATE THE 2003 EMPLOYEE Mgmt For For
STOCK OPTION PLAN TO THE 2003 INCENTIVE PLAN.
04 APPROVAL TO AMEND AND RESTATE THE 2003 DIRECTOR Mgmt For For
STOCK OPTION PLAN.
05 APPROVAL TO AMEND THE COMPANY S AMENDED AND Mgmt For For
RESTATED ARTICLES OF INCORPORATION.
- --------------------------------------------------------------------------------------------------------------------------
OPNET TECHNOLOGIES, INC. Agenda Number: 932214579
- --------------------------------------------------------------------------------------------------------------------------
Security: 683757108
Meeting Type: Annual
Meeting Date: 14-Sep-2004
Ticker: OPNT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RONALD W. KAISER Mgmt For For
02 TO RATIFY THE AUDIT COMMITTEE S APPOINTMENT Mgmt For For
OF DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING MARCH 31,
2005
- --------------------------------------------------------------------------------------------------------------------------
PENN NATIONAL GAMING, INC. Agenda Number: 932333204
- --------------------------------------------------------------------------------------------------------------------------
Security: 707569109
Meeting Type: Annual
Meeting Date: 01-Jun-2005
Ticker: PENN
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
PETER M. CARLINO Mgmt For For
HAROLD CRAMER Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
PERFORMANCE FOOD GROUP COMPANY Agenda Number: 932315383
- --------------------------------------------------------------------------------------------------------------------------
Security: 713755106
Meeting Type: Annual
Meeting Date: 18-May-2005
Ticker: PFGC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN E. STOKELY Mgmt For For
FRED C. GOAD, JR. Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
PETSMART, INC. Agenda Number: 932345398
- --------------------------------------------------------------------------------------------------------------------------
Security: 716768106
Meeting Type: Annual
Meeting Date: 23-Jun-2005
Ticker: PETM
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
L.A. DEL SANTO Mgmt For For
P.L. FRANCIS Mgmt For For
G.P. JOSEFOWICZ Mgmt For For
R.K. LOCHRIDGE Mgmt For For
A.I. KHALIFA Mgmt For For
03 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM, FOR OUR FISCAL YEAR 2005, ENDING JANUARY
29, 2006.
04 TO APPROVE AN AMENDMENT TO OUR RESTATED CERTIFICATE Mgmt For For
OF INCORPORATION TO INCREASE THE AUTHORIZED
NUMBER OF SHARES OF COMMON STOCK FROM 250,000,000
TO 625,000,000 SHARES.
- --------------------------------------------------------------------------------------------------------------------------
POLYCOM, INC. Agenda Number: 932271478
- --------------------------------------------------------------------------------------------------------------------------
Security: 73172K104
Meeting Type: Annual
Meeting Date: 25-May-2005
Ticker: PLCM
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROBERT C. HAGERTY Mgmt For For
MICHAEL R. KOUREY Mgmt For For
BETSY S. ATKINS Mgmt For For
JOHN SEELY BROWN Mgmt For For
DURK I. JAGER Mgmt For For
JOHN A. KELLEY Mgmt For For
STANLEY J. MERESMAN Mgmt For For
KEVIN T. PARKER Mgmt For For
THOMAS G. STEMBERG Mgmt For For
02 TO APPROVE THE ADOPTION OF THE COMPANY S 2005 Mgmt For For
EMPLOYEE STOCK PURCHASE PLAN.
03 TO APPROVE THE ADOPTION OF THE COMPANY S PERFORMANCE Mgmt For For
BONUS PLAN.
04 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
PROGRESS SOFTWARE CORPORATION Agenda Number: 932279727
- --------------------------------------------------------------------------------------------------------------------------
Security: 743312100
Meeting Type: Annual
Meeting Date: 21-Apr-2005
Ticker: PRGS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO FIX THE NUMBER OF DIRECTORS CONSTITUTING Mgmt For For
THE FULL BOARD OF DIRECTORS OF THE COMPANY
AT SIX.
02 DIRECTOR
JOSEPH W. ALSOP Mgmt For For
LARRY R. HARRIS Mgmt For For
ROGER J. HEINEN, JR. Mgmt For For
MICHAEL L. MARK Mgmt For For
SCOTT A. MCGREGOR Mgmt For For
AMRAM RASIEL Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
PROVIDENCE SERVICE CORP Agenda Number: 932320409
- --------------------------------------------------------------------------------------------------------------------------
Security: 743815102
Meeting Type: Annual
Meeting Date: 19-May-2005
Ticker: PRSC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RICHARD SINGLETON Mgmt For For
WARREN RUSTAND Mgmt For For
02 TO AMEND THE 2003 STOCK OPTION PLAN TO INCREASE Mgmt For For
THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE
FOR ISSUANCE UNDER THE 2003 STOCK OPTION PLAN,
AS MORE FULLY DESCRIBED IN THE ACCOMPANYING
PROXY STATEMENT.
03 TO RATIFY THE APPOINTMENT OF MCGLADREY & PULLEN, Mgmt For For
LLP AS THE COMPANY S INDEPENDENT AUDITOR FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2005, AS
MORE FULLY DESCRIBED IN THE ACCOMPANYING PROXY
STATEMENT.
- --------------------------------------------------------------------------------------------------------------------------
PSS WORLD MEDICAL, INC. Agenda Number: 932204097
- --------------------------------------------------------------------------------------------------------------------------
Security: 69366A100
Meeting Type: Annual
Meeting Date: 19-Aug-2004
Ticker: PSSI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MELVIN L. HECKTMAN Mgmt For For
DELORES P. KESLER Mgmt For For
DAVID A. SMITH Mgmt For For
02 APPROVAL OF THE 2004 NON-EMPLOYEE DIRECTORS Mgmt For For
COMPENSATION PLAN
- --------------------------------------------------------------------------------------------------------------------------
RADISYS CORPORATION Agenda Number: 932299894
- --------------------------------------------------------------------------------------------------------------------------
Security: 750459109
Meeting Type: Annual
Meeting Date: 17-May-2005
Ticker: RSYS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
C. SCOTT GIBSON Mgmt For For
SCOTT C. GROUT Mgmt For For
KEN J. BRADLEY Mgmt For For
RICHARD J. FAUBERT Mgmt For For
DR. WILLIAM W. LATTIN Mgmt For For
KEVIN C. MELIA Mgmt For For
CARL W. NEUN Mgmt For For
LORENE K. STEFFES Mgmt For For
02 PROPOSAL TO RATIFY THE AUDIT COMMITTEE S APPOINTMENT Mgmt For For
OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY
S INDEPENDENT AUDITORS
03 PROPOSAL TO AMEND THE COMPANY S 1996 EMPLOYEE Mgmt For For
STOCK PURCHASE PLAN TO ADD AN ADDITIONAL 700,000
SHARES THAT MAY BE ISSUED UNDER THIS PLAN
- --------------------------------------------------------------------------------------------------------------------------
RESMED INC Agenda Number: 932233543
- --------------------------------------------------------------------------------------------------------------------------
Security: 761152107
Meeting Type: Annual
Meeting Date: 18-Nov-2004
Ticker: RMD
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MICHAEL A. QUINN Mgmt For For
CHRISTOPHER BARTLETT Mgmt For For
02 TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT Mgmt For For
AUDITORS TO EXAMINE OUR CONSOLIDATED FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDING JUNE
30, 2005.
- --------------------------------------------------------------------------------------------------------------------------
RESPIRONICS, INC. Agenda Number: 932228732
- --------------------------------------------------------------------------------------------------------------------------
Security: 761230101
Meeting Type: Annual
Meeting Date: 16-Nov-2004
Ticker: RESP
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DOUGLAS A. COTTER PH.D. Mgmt For For
GERALD E. MCGINNIS Mgmt For For
CRAIG B. REYNOLDS Mgmt For For
CANDACE L. LITTELL Mgmt For For
02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Mgmt For For
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2005.
- --------------------------------------------------------------------------------------------------------------------------
RICHARDSON ELECTRONICS, LTD. Agenda Number: 932222730
- --------------------------------------------------------------------------------------------------------------------------
Security: 763165107
Meeting Type: Annual
Meeting Date: 12-Oct-2004
Ticker: RELL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
EDWARD J. RICHARDSON Mgmt Withheld Against
BRUCE W. JOHNSON Mgmt Withheld Against
DARIO SACOMANI Mgmt Withheld Against
ARNOLD R. ALLEN Mgmt Withheld Against
JACQUES BOUYER Mgmt For For
SCOTT HODES Mgmt Withheld Against
AD KETELAARS Mgmt Withheld Against
JOHN PETERSON Mgmt For For
HAROLD L. PURKEY Mgmt For For
SAMUEL RUBINOVITZ Mgmt For For
02 PROPOSAL TO APPROVE THE AMENDMENT TO THE RICHARDSON Mgmt For For
ELECTRONICS, LTD. EMPLOYEES 1999 STOCK PURCHASE
PLAN TO INCREASE THE NUMBER OF SHARES SUBJECT
TO THE PLAN BY 200,000.
03 PROPOSAL TO APPROVE RATIFICATION OF THE ENGAGEMENT Mgmt For For
OF KPMG LLP AS THE INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS OF RICHARDSON ELECTRONICS, LTD.
FOR THE FISCAL YEAR ENDING MAY 28, 2005.
- --------------------------------------------------------------------------------------------------------------------------
ROGERS CORPORATION Agenda Number: 932291331
- --------------------------------------------------------------------------------------------------------------------------
Security: 775133101
Meeting Type: Annual
Meeting Date: 28-Apr-2005
Ticker: ROG
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
LEONARD M. BAKER Mgmt For For
WALTER E. BOOMER Mgmt For For
EDWARD L. DIEFENTHAL Mgmt For For
GREGORY B. HOWEY Mgmt For For
LEONARD R. JASKOL Mgmt For For
EILEEN S. KRAUS Mgmt For For
WILLIAM E. MITCHELL Mgmt For For
ROBERT G. PAUL Mgmt For For
ROBERT D. WACHOB Mgmt For For
02 TO APPROVE THE ROGERS CORPORATION 2005 EQUITY Mgmt For For
COMPENSATION PLAN.
03 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS ROGERS CORPORATION S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING JANUARY 1, 2006.
- --------------------------------------------------------------------------------------------------------------------------
RUBY TUESDAY, INC. Agenda Number: 932213185
- --------------------------------------------------------------------------------------------------------------------------
Security: 781182100
Meeting Type: Annual
Meeting Date: 05-Oct-2004
Ticker: RI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN B. MCKINNON Mgmt For For
SAMUEL E. BEALL, III Mgmt For For
02 TO REAPPROVE THE CEO BONUS PLAN. Mgmt For For
03 TO RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY Mgmt For For
S REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING MAY 31, 2005.
04 TO CONSIDER A SHAREHOLDER PROPOSAL REQUESTING Shr Against For
THAT THE BOARD OF DIRECTORS REVIEW THE COMPANY
S POLICIES FOR FOOD PRODUCTS CONTAINING GENETICALLY
ENGINEERED INGREDIENTS AND ISSUE A REPORT TO
SHAREHOLDERS WITHIN SIX MONTHS, AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
- --------------------------------------------------------------------------------------------------------------------------
SALIX PHARMACEUTICALS, LTD. Agenda Number: 932341326
- --------------------------------------------------------------------------------------------------------------------------
Security: 795435106
Meeting Type: Annual
Meeting Date: 09-Jun-2005
Ticker: SLXP
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN F. CHAPPELL Mgmt For For
THOMAS W. D'ALONZO Mgmt For For
RICHARD A. FRANCO Mgmt For For
WILLIAM P. KEANE Mgmt For For
CAROLYN J. LOGAN Mgmt For For
02 TO APPROVE THE 2005 STOCK PLAN. Mgmt For For
03 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST Mgmt For For
& YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
SELECT MEDICAL CORPORATION Agenda Number: 932259080
- --------------------------------------------------------------------------------------------------------------------------
Security: 816196109
Meeting Type: Special
Meeting Date: 24-Feb-2005
Ticker: SEM
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO APPROVE AND ADOPT THE AGREEMENT AND PLAN Mgmt For For
OF MERGER DATED AS OF OCTOBER 17, 2004, AMONG
SELECT MEDICAL CORPORATION, EGL HOLDING COMPANY
AND EGL ACQUISITION CORP., AND THE MERGER CONTEMPLATED
BY THE MERGER AGREEMENT, UNDER WHICH EACH SHARE
OF SELECT MEDICAL COMMON STOCK WILL BE CONVERTED
AUTOMATICALLY INTO THE RIGHT TO RECEIVE $18.00
IN CASH.
02 TO APPROVE THE POSTPONEMENT OR ADJOURNMENT OF Mgmt For For
THE SPECIAL MEETING TO A LATER DATE TO SOLICIT
ADDITIONAL PROXIES IN FAVOR OF THE APPROVAL
AND ADOPTION OF THE MERGER AGREEMENT AND THE
MERGER IF THERE ARE NOT SUFFICIENT VOTES FOR
APPROVAL AND ADOPTION OF THE MERGER AGREEMENT
AND THE MERGER AT THE SPECIAL MEETING.
- --------------------------------------------------------------------------------------------------------------------------
SI INTERNATIONAL, INC. Agenda Number: 932336527
- --------------------------------------------------------------------------------------------------------------------------
Security: 78427V102
Meeting Type: Annual
Meeting Date: 16-Jun-2005
Ticker: SINT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES E. CRAWFORD, III Mgmt For For
WALTER C. FLORENCE Mgmt For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS SI INTERNATIONAL S INDEPENDENT ACCOUNTANTS
FOR THE CURRENT FISCAL YEAR.
03 TO APPROVE THE 2002 AMENDED AND RESTATED OMNIBUS Mgmt For For
STOCK INCENTIVE PLAN.
- --------------------------------------------------------------------------------------------------------------------------
SILICON IMAGE, INC. Agenda Number: 932349005
- --------------------------------------------------------------------------------------------------------------------------
Security: 82705T102
Meeting Type: Annual
Meeting Date: 15-Jun-2005
Ticker: SIMGE
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
STEVE TIRADO Mgmt For For
02 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS SILICON IMAGE S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
- --------------------------------------------------------------------------------------------------------------------------
SONOSITE, INC. Agenda Number: 932277230
- --------------------------------------------------------------------------------------------------------------------------
Security: 83568G104
Meeting Type: Annual
Meeting Date: 26-Apr-2005
Ticker: SONO
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
KIRBY L. CRAMER Mgmt For For
KEVIN M. GOODWIN Mgmt For For
EDWARD V. FRITZKY Mgmt For For
S.R. GOLDSTEIN, M.D. Mgmt For For
ROBERT G. HAUSER, M.D. Mgmt For For
W.G. PARZYBOK, JR. Mgmt For For
JEFFREY PFEFFER, PH.D. Mgmt For For
R.S. SCHNEIDER, PH.D. Mgmt For For
JACQUES SOUQUET, PH.D. Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM
03 APPROVAL OF THE 2005 STOCK INCENTIVE PLAN Mgmt For For
04 APPROVAL OF THE 2005 EMPLOYEE STOCK PURCHASE Mgmt For For
PLAN
- --------------------------------------------------------------------------------------------------------------------------
SYMANTEC CORPORATION Agenda Number: 932210026
- --------------------------------------------------------------------------------------------------------------------------
Security: 871503108
Meeting Type: Annual
Meeting Date: 15-Sep-2004
Ticker: SYMC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
TANIA AMOCHAEV Mgmt For For
WILLIAM T. COLEMAN Mgmt For For
FRANCISCUS LION Mgmt For For
DAVID MAHONEY Mgmt For For
ROBERT S. MILLER Mgmt For For
GEORGE REYES Mgmt For For
DANIEL H. SCHULMAN Mgmt For For
JOHN W. THOMPSON Mgmt For For
02 TO APPROVE THE ADOPTION OF SYMANTEC S AMENDED Mgmt For For
AND RESTATED CERTIFICATE OF INCORPORATION WHICH
WOULD INCREASE THE NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK FROM 900,000,000 TO 1,600,000,000.
03 TO APPROVE THE ADOPTION OF THE SYMANTEC 2004 Mgmt For For
EQUITY INCENTIVE PLAN, AND THE RESERVATION
OF 9,000,000 SHARES OF COMMON STOCK FOR ISSUANCE
THEREUNDER.
04 TO APPROVE AMENDMENTS TO SYMANTEC S 2000 DIRECTOR Mgmt For For
EQUITY INCENTIVE PLAN, AS AMENDED (THE DIRECTOR
PLAN ), TO INCREASE THE NUMBER OF SHARES AUTHORIZED
FOR ISSUANCE THEREUNDER FROM 25,000 TO 50,000
AND TO PROVIDE FOR PROPORTIONATE ADJUSTMENT
TO SHARES SUBJECT TO THE DIRECTOR PLAN UPON
ANY STOCK DIVIDEND, STOCK SPLIT OR SIMILAR
CHANGE IN SYMANTEC S CAPITAL STRUCTURE.
05 TO RATIFY THE SELECTION OF KPMG LLP AS SYMANTEC Mgmt For For
S INDEPENDENT AUDITORS FOR THE 2005 FISCAL
YEAR.
- --------------------------------------------------------------------------------------------------------------------------
TAIWAN SEMICONDUCTOR MFG. CO. LTD. Agenda Number: 932304316
- --------------------------------------------------------------------------------------------------------------------------
Security: 874039100
Meeting Type: Annual
Meeting Date: 10-May-2005
Ticker: TSM
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO ACCEPT 2004 BUSINESS REPORT AND FINANCIAL Mgmt For For
STATEMENTS.
02 TO APPROVE THE PROPOSAL FOR DISTRIBUTION OF Mgmt For For
2004 PROFITS.
03 TO APPROVE THE CAPITALIZATION OF 2004 STOCK Mgmt For For
DIVIDENDS AND EMPLOYEE PROFIT SHARING (IN STOCK).
04 TO APPROVE REVISIONS TO THE ARTICLES OF INCORPORATION. Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
TBC CORPORATION Agenda Number: 932349358
- --------------------------------------------------------------------------------------------------------------------------
Security: 872183108
Meeting Type: Annual
Meeting Date: 07-Jun-2005
Ticker: TBCC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RICHARD A. MCSTAY Mgmt For For
DR. DONALD RATAJCZAK Mgmt For For
ROBERT R. SCHOEBERL Mgmt For For
02 IN THEIR DISCRETION, THE ATTORNEYS AND PROXIES Mgmt Against Against
ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS
AS MAY PROPERLY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF.
- --------------------------------------------------------------------------------------------------------------------------
TECHNITROL, INC. Agenda Number: 932286455
- --------------------------------------------------------------------------------------------------------------------------
Security: 878555101
Meeting Type: Annual
Meeting Date: 18-May-2005
Ticker: TNL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DENNIS J. HOROWITZ Mgmt For For
C. MARK MELLIAR-SMITH Mgmt For For
02 PROPOSAL TO INCREASE THE NUMBER OF SHARES AUTHORIZED Mgmt For For
FOR ISSUANCE UNDER THE BOARD OF DIRECTORS STOCK
PLAN
- --------------------------------------------------------------------------------------------------------------------------
TEKELEC Agenda Number: 932315496
- --------------------------------------------------------------------------------------------------------------------------
Security: 879101103
Meeting Type: Annual
Meeting Date: 13-May-2005
Ticker: TKLC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROBERT V. ADAMS Mgmt For For
JEAN-CLAUDE ASSCHER Mgmt For For
DANIEL L. BRENNER Mgmt For For
MARK A. FLOYD Mgmt For For
MARTIN A. KAPLAN Mgmt Withheld Against
FREDERICK M. LAX Mgmt For For
JON F. RAGER Mgmt For For
02 APPROVAL OF 2005 EMPLOYEE STOCK PURCHASE PLAN: Mgmt For For
TO APPROVE THE COMPANY S 2005 EMPLOYEE STOCK
PURCHASE PLAN, AS DESCRIBED IN THE PROXY STATEMENT.
03 APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM: TO RATIFY THE APPOINTMENT
OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY
S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE YEAR ENDING DECEMBER 31, 2005,
AS DESCRIBED IN THE PROXY STATEMENT.
- --------------------------------------------------------------------------------------------------------------------------
THE COOPER COMPANIES, INC. Agenda Number: 932261908
- --------------------------------------------------------------------------------------------------------------------------
Security: 216648402
Meeting Type: Annual
Meeting Date: 22-Mar-2005
Ticker: COO
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
A. THOMAS BENDER Mgmt For For
EDGAR J. CUMMINS Mgmt For For
JOHN D. FRUTH Mgmt For For
MICHAEL H. KALKSTEIN Mgmt For For
MOSES MARX Mgmt For For
DONALD PRESS Mgmt For For
STEVEN ROSENBERG Mgmt For For
ALLAN E RUBENSTEIN M.D. Mgmt For For
ROBERT S. WEISS Mgmt For For
STANLEY ZINBERG, M.D. Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF KPMG LLP Mgmt For For
AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
OF THE COOPER COMPANIES, INC. FOR THE FISCAL
YEAR ENDING OCTOBER 31, 2005.
03 THE AMENDMENT OF THE COMPANY S AMENDED AND RESTATED Mgmt For For
CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF THE COMPANY
S COMMON STOCK FROM 70,000,000 TO 120,000,000
SHARES.
- --------------------------------------------------------------------------------------------------------------------------
TOLLGRADE COMMUNICATIONS, INC. Agenda Number: 932291595
- --------------------------------------------------------------------------------------------------------------------------
Security: 889542106
Meeting Type: Annual
Meeting Date: 05-May-2005
Ticker: TLGD
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DANIEL P. BARRY Mgmt For For
DAVID S. EGAN Mgmt For For
MARK B. PETERSON Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS,Mgmt For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
TRACTOR SUPPLY COMPANY Agenda Number: 932289588
- --------------------------------------------------------------------------------------------------------------------------
Security: 892356106
Meeting Type: Annual
Meeting Date: 21-Apr-2005
Ticker: TSCO
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPROVAL OF AN AMENDMENT TO THE COMPANY S CERTIFICATE Mgmt For For
OF INCORPORATION TO ELIMINATE THE CLASSIFICATION
OF THE COMPANY S BOARD OF DIRECTORS.
02 IN THE EVENT THAT THE STOCKHOLDERS APPROVE THE Mgmt For For
AMENDMENT TO THE COMPANY S CERTIFICATE OF INCORPORATION,
THE REMOVAL OF EACH OF THE COMPANY S DIRECTORS,
WITHOUT CAUSE.
03 DIRECTOR
JAMES F. WRIGHT Mgmt For For
GERARD E. JONES Mgmt For For
EDNA K. MORRIS Mgmt For For
JOSEPH D. MAXWELL Mgmt For For
JOSEPH M. RODGERS Mgmt For For
SAM K. REED Mgmt For For
JOSEPH H. SCARLETT, JR Mgmt For For
S.P. BRAUD Mgmt For For
CYNTHIA T. JAMISON Mgmt For For
JOSEPH D. MAXWELL Mgmt For For
JOSEPH M. RODGERS Mgmt For For
SAM K. REED Mgmt For For
04 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
ULTRA PETROLEUM CORP. Agenda Number: 932310410
- --------------------------------------------------------------------------------------------------------------------------
Security: 903914109
Meeting Type: Special
Meeting Date: 29-Apr-2005
Ticker: UPL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO ELECT AS DIRECTOR, MICHAEL D. WATFORD Mgmt For For
02 TO ELECT AS DIRECTOR, DR. WILLIAM C. HELTON Mgmt For For
03 TO ELECT AS DIRECTOR, JAMES E. NIELSON Mgmt For For
04 TO ELECT AS DIRECTOR, ROBERT E. RIGNEY Mgmt For For
05 TO ELECT AS DIRECTOR, JAMES C. ROE Mgmt For For
06 TO APPOINT KPMG LLP AS AUDITORS OF THE COMPANY Mgmt For For
07 TO APPROVE A TWO FOR ONE FORWARD STOCK SPLIT Mgmt For For
08 TO APPROVE AND RATIFY THE 2005 STOCK INCENTIVE Mgmt Against Against
PLAN
09 TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY Mgmt Against Against
COME BEFORE THE MEETING
- --------------------------------------------------------------------------------------------------------------------------
UNITED SURGICAL PARTNERS INTL., INC. Agenda Number: 932295579
- --------------------------------------------------------------------------------------------------------------------------
Security: 913016309
Meeting Type: Annual
Meeting Date: 03-May-2005
Ticker: USPI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN C. GARRETT, M.D. Mgmt For For
JAMES KEN NEWMAN Mgmt For For
WILLIAM H. WILCOX Mgmt For For
02 TO APPROVE THE AMENDMENT TO THE EQUITY-BASED Mgmt For For
COMPENSATION PLAN.
03 TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT Mgmt For For
ACCOUNTANTS FOR THE COMPANY FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
UTI WORLDWIDE INC. Agenda Number: 932355248
- --------------------------------------------------------------------------------------------------------------------------
Security: G87210103
Meeting Type: Annual
Meeting Date: 13-Jun-2005
Ticker: UTIW
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
LEON J. LEVEL Mgmt For For
J. SIMON STUBBINGS Mgmt For For
02 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
OF THE COMPANY.
- --------------------------------------------------------------------------------------------------------------------------
WHITING PETROLEUM CORPORATION Agenda Number: 932286760
- --------------------------------------------------------------------------------------------------------------------------
Security: 966387102
Meeting Type: Annual
Meeting Date: 10-May-2005
Ticker: WLL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
KENNETH R. WHITING Mgmt For For
PALMER L. MOE Mgmt For For
02 RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------------------------------------------------
XTO ENERGY INC. Agenda Number: 932229873
- --------------------------------------------------------------------------------------------------------------------------
Security: 98385X106
Meeting Type: Special
Meeting Date: 16-Nov-2004
Ticker: XTO
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPROVAL OF THE XTO ENERGY INC. 2004 STOCK INCENTIVE Mgmt For For
PLAN.
Managers Special Equity Fund
- --------------------------------------------------------------------------------------------------------------------------
AAR CORP. Agenda Number: 932219670
- --------------------------------------------------------------------------------------------------------------------------
Security: 000361105
Meeting Type: Annual
Meeting Date: 13-Oct-2004
Ticker: AIR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES E. GOODWIN Mgmt For For
MARC J. WALFISH Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
ACTEL CORPORATION Agenda Number: 932341441
- --------------------------------------------------------------------------------------------------------------------------
Security: 004934105
Meeting Type: Annual
Meeting Date: 03-Jun-2005
Ticker: ACTL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN C. EAST Mgmt For For
JAMES R. FIEBIGER Mgmt For For
JACOB S. JACOBSSON Mgmt For For
J. DANIEL MCCRANIE Mgmt For For
HENRY L. PERRET Mgmt For For
ROBERT G. SPENCER Mgmt For For
02 TO APPROVE AMENDMENTS MADE IN AMENDED AND RESTATED Mgmt For For
1986 EQUITY INCENTIVE PLAN.
03 TO APPROVE AMENDMENT MADE IN AMENDED AND RESTATED Mgmt For For
1993 EMPLOYEE STOCK PURCHASE PLAN.
04 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS ACTEL CORPORATION S REGISTERED PUBLIC ACCOUNTING
FIRM.
- --------------------------------------------------------------------------------------------------------------------------
ACUITY BRANDS, INC. Agenda Number: 932240752
- --------------------------------------------------------------------------------------------------------------------------
Security: 00508Y102
Meeting Type: Annual
Meeting Date: 06-Jan-2005
Ticker: AYI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN L. CLENDENIN Mgmt For For
ROBERT F. MCCULLOUGH Mgmt Withheld Against
NEIL WILLIAMS Mgmt For For
02 TO RATIFY THE APPOINTMENT OF THE INDEPENDENT Mgmt For For
AUDITOR
- --------------------------------------------------------------------------------------------------------------------------
AEROFLEX INCORPORATED Agenda Number: 932230270
- --------------------------------------------------------------------------------------------------------------------------
Security: 007768104
Meeting Type: Annual
Meeting Date: 10-Nov-2004
Ticker: ARXX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
PAUL ABECASSIS Mgmt For For
LEONARD BOROW Mgmt For For
MILTON BRENNER Mgmt For For
ERIC EDELSTEIN Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
AFTERMARKET TECHNOLOGY CORP. Agenda Number: 932335183
- --------------------------------------------------------------------------------------------------------------------------
Security: 008318107
Meeting Type: Annual
Meeting Date: 02-Jun-2005
Ticker: ATAC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROBERT L. EVANS Mgmt For For
CURTLAND E. FIELDS Mgmt For For
DR. MICHAEL J. HARTNETT Mgmt For For
DONALD T. JOHNSON, JR. Mgmt For For
MICHAEL D. JORDAN Mgmt For For
S. LAWRENCE PRENDERGAST Mgmt For For
EDWARD STEWART Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
AIR FRANCE Agenda Number: 932217436
- --------------------------------------------------------------------------------------------------------------------------
Security: 009119108
Meeting Type: Special
Meeting Date: 15-Sep-2004
Ticker: AKH
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPROVAL OF THE ANNUAL INDIVIDUAL FINANCIAL Mgmt For For
STATEMENTS FOR THE FISCAL YEAR ENDED 31 MARCH
2004.
02 APPROVAL OF THE ANNUAL CONSOLIDATED FINANCIAL Mgmt For For
STATEMENTS FOR THE FISCAL YEAR ENDED 31 MARCH
2004.
03 APPROVAL OF THE APPROPRIATION OF RESULTS. Mgmt For For
04 APPROVAL OF RELATED PARTY AGREEMENTS. Mgmt For For
05 APPROVAL OF THE AUTHORIZATION GRANTED TO THE Mgmt For For
COMPANY TO BUY AND SELL ITS OWN SHARES.
06 APPROVAL OF THE RENEWAL OF THE APPOINTMENT OF Mgmt For For
CABINET DELOITTE TOUCHE AS THE STATUTORY AUDITOR.
07 APPROVAL OF THE RENEWAL OF THE APPOINTMENT OF Mgmt For For
SOCIETE B.E.A.S. AS AN ALTERNATE AUDITOR.
08 APPROVAL OF THE RATIFICATION OF THE CO-OPTING Mgmt For For
OF MR. GIANCARLO CIMOLI AS A DIRECTOR FOR THE
PERIOD OF SIX YEARS.
09 APPROVAL OF DESIGNATION OF THE DIRECTOR REPRESENTING Mgmt For For
EMPLOYEE SHAREHOLDERS BELONGING TO THE CATEGORY
OF FLIGHT DECK CREW.
10 APPROVAL OF DESIGNATION OF THE DIRECTOR REPRESENTING Mgmt For For
EMPLOYEE SHAREHOLDERS BELONGING TO THE CATEGORY
OF OTHER PERSONNEL.
11 REPORT OF THE DIRECTORS, THE AUDITOR FOR THE Mgmt For For
DIVISION AND APPROVAL OF THE PROPOSED CONTRIBUTION
OF ASSETS WITH AIR FRANCE.
12 SPECIAL APPROVAL OF THE PROVISIONS RELATING Mgmt For For
TO THE CONTRIBUTION PREMIUM AND THE ALLOCATION
THEREOF.
13 EFFECTING THE PARTIAL CONTRIBUTION OF SHARES, Mgmt For For
SUBJECT TO CONDITION PRECEDENT.
14 APPROVAL OF THE CHANGES TO THE ARTICLES OF ASSOCIATION. Mgmt For For
15 APPROVAL TO GRANT DIRECTORS AND OTHER PARTIES Mgmt For For
POWERS TO PERFORM FORMALITIES REQUIRED. **VOTING
CUT-OFF: SEPT. 8, 2004-10 AM EDT
- --------------------------------------------------------------------------------------------------------------------------
AIRGAS, INC. Agenda Number: 932202067
- --------------------------------------------------------------------------------------------------------------------------
Security: 009363102
Meeting Type: Annual
Meeting Date: 04-Aug-2004
Ticker: ARG
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
W. THACHER BROWN Mgmt For For
PETER MCCAUSLAND Mgmt For For
RICHARD C. ILL Mgmt For For
02 APPROVE THE AMENDMENT TO THE 1997 DIRECTORS Mgmt For For
STOCK OPTION PLAN.
03 RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY Mgmt For For
S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
- --------------------------------------------------------------------------------------------------------------------------
AIRTRAN HOLDINGS, INC. Agenda Number: 932315268
- --------------------------------------------------------------------------------------------------------------------------
Security: 00949P108
Meeting Type: Annual
Meeting Date: 17-May-2005
Ticker: AAI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
PETER D'ALOIA Mgmt For For
JERE A. DRUMMOND Mgmt For For
JOHN F. FIEDLER Mgmt For For
WILLIAM J. USURY Mgmt For For
02 TO AMEND THE COMPANY S 2002 LONG-TERM INCENTIVE Mgmt For For
COMPENSATION PLAN.
- --------------------------------------------------------------------------------------------------------------------------
AK STEEL HOLDING CORPORATION Agenda Number: 932327441
- --------------------------------------------------------------------------------------------------------------------------
Security: 001547108
Meeting Type: Annual
Meeting Date: 17-May-2005
Ticker: AKS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RICHARD A. ABDOO Mgmt For For
DONALD V. FITES Mgmt For For
DR. BONNIE G. HILL Mgmt For For
ROBERT H. JENKINS Mgmt For For
LAWRENCE A. LESER Mgmt For For
DANIEL J. MEYER Mgmt For For
SHIRLEY D. PETERSON Mgmt For For
DR. JAMES A. THOMSON Mgmt For For
JAMES L. WAINSCOTT Mgmt For For
02 APPROVAL OF AMENDMENTS TO AND RESTATEMENT OF Mgmt Split 20% For 80% Against Split
THE STOCK INCENTIVE PLAN.
03 APPROVAL OF AMENDMENTS TO AND RESTATEMENT OF Mgmt For For
THE LONG TERM PERFORMANCE PLAN.
- --------------------------------------------------------------------------------------------------------------------------
ALABAMA NATIONAL BANCORPORATION Agenda Number: 932303946
- --------------------------------------------------------------------------------------------------------------------------
Security: 010317105
Meeting Type: Annual
Meeting Date: 04-May-2005
Ticker: ALAB
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
W. RAY BARNES Mgmt For For
BOBBY A. BRADLEY Mgmt For For
DAN M. DAVID Mgmt For For
JOHN V. DENSON Mgmt For For
GRIFFIN A. GREENE Mgmt For For
JOHN H. HOLCOMB III Mgmt For For
JOHN D. JOHNS Mgmt For For
JOHN J. MCMAHON, JR. Mgmt For For
C. PHILLIP MCWANE Mgmt For For
WILLIAM D. MONTGOMERY Mgmt For For
RICHARD MURRAY IV Mgmt For For
C. LLOYD NIX Mgmt For For
G. RUFFNER PAGE, JR. Mgmt For For
JOHN M. PLUNK Mgmt For For
W. STANCIL STARNES Mgmt For For
W. EDGAR WELDEN Mgmt For For
02 TO AMEND THE COMPANY S RESTATED CERTIFICATE Mgmt For For
OF INCORPORATION AS DESCRIBED IN THE ACCOMPANYING
PROXY STATEMENT.
03 TO APPROVE THE THIRD AMENDMENT AND RESTATEMENT Mgmt For For
OF THE ALABAMA NATIONAL BANCORPORATION PERFORMANCE
SHARE PLAN AS DESCRIBED IN THE ACCOMPANYING
PROXY STATEMENT.
04 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS INDEPENDENT ACCOUNTANTS AS DESCRIBED
IN THE ACCOMPANYING PROXY STATEMENT.
- --------------------------------------------------------------------------------------------------------------------------
ALASKA AIR GROUP, INC. Agenda Number: 932305229
- --------------------------------------------------------------------------------------------------------------------------
Security: 011659109
Meeting Type: Annual
Meeting Date: 17-May-2005
Ticker: ALK
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
PHYLLIS J. CAMPBELL Mgmt For For
MARK R. HAMILTON Mgmt For For
BYRON I. MALLOTT Mgmt For For
RICHARD A. WIEN Mgmt For For
02 STOCKHOLDER PROPOSAL ON POISON PILL Shr Abstain Against
03 STOCKHOLDER PROPOSAL ON CONFIDENTIAL SHAREHOLDER Shr Against For
VOTING
04 STOCKHOLDER PROPOSAL ON CUMULATIVE VOTING Shr For Against
05 STOCKHOLDER PROPOSAL ON ANNUAL ELECTION OF DIRECTORS Shr For Against
06 STOCKHOLDER PROPOSAL TO ADOPT SIMPLE MAJORITY Shr Abstain Against
VOTE WHEN AMENDING BYLAWS
07 STOCKHOLDER PROPOSAL TO ADOPT COMPREHENSIVE Shr Abstain Against
COMMITMENT TO ADOPT SIMPLE MAJORITY VOTE.
08 I WISH TO WITHHOLD AUTHORITY FROM THE COMPANY Mgmt Against
S PROXY COMMITTEE TO VOTE MY SHARES IN CONNECTION
WITH ANY OTHER BUSINESS THAT MAY PROPERLY COME
BEFORE THE MEETING. *PLEASE MARK THE ABSTAIN
BOX IF YOU WISH TO WITHHOLD AUTHORITY
- --------------------------------------------------------------------------------------------------------------------------
ALBANY INTERNATIONAL CORP. Agenda Number: 932286405
- --------------------------------------------------------------------------------------------------------------------------
Security: 012348108
Meeting Type: Annual
Meeting Date: 12-May-2005
Ticker: AIN
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A DIRECTOR
FRANK R. SCHMELER Mgmt Withheld Against
THOMAS R. BEECHER, JR. Mgmt Withheld Against
FRANCIS L. MCKONE Mgmt Withheld Against
JOSEPH G. MORONE Mgmt For For
CHRISTINE L. STANDISH Mgmt Withheld Against
ERLAND E. KAILBOURNE Mgmt For For
JOHN C. STANDISH Mgmt Withheld Against
JUHANI PAKKALA Mgmt For For
PAULA H.J CHOLMONDELEY Mgmt For For
B APPROVAL OF THE ALBANY INTERNATIONAL CORP. 2005 Mgmt Against Against
INCENTIVE PLAN
- --------------------------------------------------------------------------------------------------------------------------
ALLEGHENY TECHNOLOGIES INCORPORATED Agenda Number: 932274791
- --------------------------------------------------------------------------------------------------------------------------
Security: 01741R102
Meeting Type: Annual
Meeting Date: 22-Apr-2005
Ticker: ATI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A DIRECTOR
ROBERT P. BOZZONE Mgmt For For
JAMES C. DIGGS Mgmt For For
MICHAEL J. JOYCE Mgmt For For
W. CRAIG MCCLELLAND Mgmt For For
LOUIS J. THOMAS Mgmt For For
B RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS Mgmt For For
C REAPPROVAL OF PERFORMANCE-BASED GOALS UNDER Mgmt For For
2000 INCENTIVE PLAN
- --------------------------------------------------------------------------------------------------------------------------
ALPHA NATURAL RESOURCES, INC. Agenda Number: 932298070
- --------------------------------------------------------------------------------------------------------------------------
Security: 02076X102
Meeting Type: Annual
Meeting Date: 27-Apr-2005
Ticker: ANR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
E. LINN DRAPER JR. Mgmt For For
GLENN A. EISENBERG Mgmt For For
JOHN W. FOX JR. Mgmt For For
ALEX T. KRUEGER Mgmt Withheld Against
FRITZ R. KUNDRUN Mgmt Withheld Against
WILLIAM E. MACAULAY Mgmt Withheld Against
HANS J. MENDE Mgmt Withheld Against
MICHAEL J. QUILLEN Mgmt Withheld Against
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT Mgmt For For
AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER
31, 2005
- --------------------------------------------------------------------------------------------------------------------------
AMERICAN EAGLE OUTFITTERS, INC. Agenda Number: 932335208
- --------------------------------------------------------------------------------------------------------------------------
Security: 02553E106
Meeting Type: Annual
Meeting Date: 15-Jun-2005
Ticker: AEOS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MICHAEL G. JESSELSON Mgmt For For
ROGER S. MARKFIELD Mgmt For For
JAY L. SCHOTTENSTEIN Mgmt For For
02 APPROVE THE COMPANY S 2005 STOCK AWARD AND INCENTIVE Mgmt For For
PLAN.
- --------------------------------------------------------------------------------------------------------------------------
AMERICAN FINANCIAL GROUP, INC. Agenda Number: 932319381
- --------------------------------------------------------------------------------------------------------------------------
Security: 025932104
Meeting Type: Annual
Meeting Date: 19-May-2005
Ticker: AFG
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CARL H. LINDNER Mgmt For For
CARL H. LINDNER III Mgmt For For
S. CRAIG LINDNER Mgmt For For
THEODORE H. EMMERICH Mgmt For For
JAMES E. EVANS Mgmt For For
TERRY S. JACOBS Mgmt For For
WILLIAM R. MARTIN Mgmt For For
WILLIAM W. VERITY Mgmt For For
KENNETH C. AMBRECHT Mgmt For For
02 PROPOSAL TO APPROVE THE COMPANY S 2005 STOCK Mgmt For For
INCENTIVE PLAN
03 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST Mgmt For For
& YOUNG LLP AS THE COMPANY S INDEPENDENT PUBLIC
ACCOUNTANTS FOR 2005
- --------------------------------------------------------------------------------------------------------------------------
AMERICAN MEDICAL SYSTEMS HOLDINGS, I Agenda Number: 932259434
- --------------------------------------------------------------------------------------------------------------------------
Security: 02744M108
Meeting Type: Special
Meeting Date: 04-Mar-2005
Ticker: AMMD
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 PROPOSAL TO AMEND THE COMPANY S AMENDED AND Mgmt For For
RESTATED CERTIFICATE OF INCORPORATION TO INCREASE
THE NUMBER OF AUTHORIZED VOTING COMMON STOCK
TO 200,000,000 SHARES.
02 IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED Mgmt Against Against
TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
- --------------------------------------------------------------------------------------------------------------------------
AMERICAN NATIONAL INSURANCE COMPANY Agenda Number: 932293448
- --------------------------------------------------------------------------------------------------------------------------
Security: 028591105
Meeting Type: Annual
Meeting Date: 29-Apr-2005
Ticker: ANAT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROBERT L. MOODY Mgmt For For
G RICHARD FERDINANDTSEN Mgmt For For
F. ANNE MOODY-DAHLBERG Mgmt For For
RUSSELL S. MOODY Mgmt For For
WILLIAM L. MOODY, IV Mgmt For For
JAMES D. YARBROUGH Mgmt For For
ARTHUR O. DUMMER Mgmt For For
DR. SHELBY M. ELLIOTT Mgmt For For
FRANK P. WILLIAMSON Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
AMERUS GROUP CO. Agenda Number: 932283132
- --------------------------------------------------------------------------------------------------------------------------
Security: 03072M108
Meeting Type: Annual
Meeting Date: 28-Apr-2005
Ticker: AMH
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
THOMAS F. GAFFNEY Mgmt For For
LOUIS A. HOLLAND Mgmt For For
WARD M. KLEIN Mgmt For For
ANDREW J. PAINE, JR. Mgmt For For
JACK C. PESTER Mgmt For For
HEIDI L. STEIGER Mgmt For For
02 PROPOSAL TO AMEND THE COMPANY S 2003 STOCK INCENTIVE Mgmt For For
PLAN.
03 PROPOSAL TO APPROVE PERFORMANCE-BASED PROCEDURES Mgmt For For
TO BE FOLLOWED IN GRANTING INCENTIVE COMPENSATION
AWARDS.
04 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST Mgmt For For
& YOUNG LLP AS INDEPENDENT AUDITORS OF THE
COMPANY FOR THE 2005 FISCAL YEAR.
- --------------------------------------------------------------------------------------------------------------------------
AMETEK, INC. Agenda Number: 932281190
- --------------------------------------------------------------------------------------------------------------------------
Security: 031100100
Meeting Type: Annual
Meeting Date: 26-Apr-2005
Ticker: AME
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
SHELDON S. GORDON Mgmt For For
FRANK S. HERMANCE Mgmt For For
DAVID P. STEINMANN Mgmt For For
02 PROPOSAL TO APPROVE AN AMENDMENT TO THE 2002 Mgmt For For
STOCK INCENTIVE PLAN OF AMETEK, INC.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST Mgmt For For
& YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR 2005.
- --------------------------------------------------------------------------------------------------------------------------
ANAREN, INC. Agenda Number: 932224936
- --------------------------------------------------------------------------------------------------------------------------
Security: 032744104
Meeting Type: Annual
Meeting Date: 04-Nov-2004
Ticker: ANEN
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
HERBERT I. CORKIN Mgmt For For
MATTHEW S. ROBISON Mgmt For For
02 APPROVE THE ANAREN, INC. COMPREHENSIVE LONG-TERM Mgmt For For
INCENTIVE PLAN.
03 RATIFICATION OF APPOINTMENT OF KPMG LLP AS THE Mgmt For For
COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
- --------------------------------------------------------------------------------------------------------------------------
ANNTAYLOR STORES CORPORATION Agenda Number: 932276113
- --------------------------------------------------------------------------------------------------------------------------
Security: 036115103
Meeting Type: Annual
Meeting Date: 28-Apr-2005
Ticker: ANN
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES J. BURKE, JR. Mgmt For For
DALE W. HILPERT Mgmt For For
RONALD W. HOVSEPIAN Mgmt For For
LINDA A. HUETT Mgmt For For
02 RATIFY THE ENGAGEMENT OF DELOITTE & TOUCHE LLP Mgmt For For
AS INDEPENDENT AUDITORS FOR FISCAL YEAR 2005.
- --------------------------------------------------------------------------------------------------------------------------
ANTEON INTERNATIONAL CORPORATION Agenda Number: 932311981
- --------------------------------------------------------------------------------------------------------------------------
Security: 03674E108
Meeting Type: Annual
Meeting Date: 25-May-2005
Ticker: ANT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
FREDERICK J. ISEMAN Mgmt For For
GILBERT F. DECKER Mgmt For For
ADM PD MILLER USN (RET) Mgmt For For
MICHAEL T. SMITH Mgmt For For
02 TO RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY Mgmt For For
S INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
APPLEBEE'S INTERNATIONAL, INC. Agenda Number: 932311513
- --------------------------------------------------------------------------------------------------------------------------
Security: 037899101
Meeting Type: Annual
Meeting Date: 12-May-2005
Ticker: APPB
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
I DIRECTOR
ERLINE BELTON Mgmt For For
ERIC L. HANSEN Mgmt For For
II APPROVE THE AMENDMENT TO THE APPLEBEE S INTERNATIONAL, Mgmt For For
INC. AMENDED AND RESTATED 1995 EQUITY INCENTIVE
PLAN.
III APPROVE THE AMENDMENT TO THE APPLEBEE S INTERNATIONAL, Mgmt For For
INC. EMPLOYEE STOCK PURCHASE PLAN.
IV RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP Mgmt For For
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE 2005 FISCAL YEAR.
V ACT ON A SHAREHOLDER PROPOSAL TO REQUIRE US Shr Against For
TO ISSUE A REPORT ON THE FEASIBILITY OF REQUIRING
OUR CHICKEN SUPPLIERS TO UTILIZE AN ALTERNATIVE
METHOD OF SLAUGHTER.
- --------------------------------------------------------------------------------------------------------------------------
APRIA HEALTHCARE GROUP INC. Agenda Number: 932286722
- --------------------------------------------------------------------------------------------------------------------------
Security: 037933108
Meeting Type: Annual
Meeting Date: 20-Apr-2005
Ticker: AHG
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
VICENTE ANIDO, JR. Mgmt For For
I.T. CORLEY Mgmt For For
DAVID L. GOLDSMITH Mgmt For For
LAWRENCE M. HIGBY Mgmt For For
RICHARD H. KOPPES Mgmt For For
PHILIP R. LOCHNER, JR. Mgmt For For
JERI L. LOSE Mgmt For For
02 RATIFICATION OF APPOINTMENT OF THE COMPANY S Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
WITH RESPECT TO THE PROPOSAL TO RATIFY THE
APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE
COMPANY S INDEPENDENT ACCOUNTANT FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
ARCH COAL, INC. Agenda Number: 932285578
- --------------------------------------------------------------------------------------------------------------------------
Security: 039380100
Meeting Type: Annual
Meeting Date: 28-Apr-2005
Ticker: ACI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES R. BOYD Mgmt For For
DOUGLAS H. HUNT Mgmt For For
A. MICHAEL PERRY Mgmt For For
PATRICIA F. GODLEY Mgmt For For
02 INTERNAL REVENUE CODE SECTION 162(M) APPROVAL Mgmt For For
OF ARCH COAL INC. S INCENTIVE COMPENSATION
PLAN FOR EXECUTIVE OFFICERS.
- --------------------------------------------------------------------------------------------------------------------------
ASPEN INSURANCE HOLDINGS Agenda Number: 932336224
- --------------------------------------------------------------------------------------------------------------------------
Security: G05384105
Meeting Type: Consent
Meeting Date: 26-May-2005
Ticker: AHL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CHRISTOPHER O'KANE-1 Mgmt For For
HEIDI HUTTER-1 Mgmt For For
PAUL MYNERS-5 Mgmt For For
CHRISTOPHER O'KANE-5 Mgmt For For
JULIAN CUSACK-5 Mgmt For For
DAVID MAY-5 Mgmt For For
IAN CORMACK-5 Mgmt For For
MAREK GUMIENNY-5 Mgmt For For
RICHARD KEELING-5 Mgmt For For
IAN CAMPBELL-5 Mgmt For For
SARAH DAVIES-5 Mgmt For For
HEIDI HUTTER-5 Mgmt For For
CHRISTOPHER O'KANE-9 Mgmt For For
JULIAN CUSACK-9 Mgmt For For
DAVID MAY-9 Mgmt For For
IAN CAMPBELL-9 Mgmt For For
SARAH DAVIES-9 Mgmt For For
CHRISTOPHER O'KANE-13 Mgmt For For
JULIAN CUSACK-13 Mgmt For For
IAN CAMPBELL-13 Mgmt For For
SARAH DAVIES-13 Mgmt For For
CHRISTOPHER O'KANE-17 Mgmt For For
JULIAN CUSACK-17 Mgmt For For
JAMES FEW-17 Mgmt For For
DAVID SKINNER-17 Mgmt For For
KATE VACHER-17 Mgmt For For
SARAH DAVIES-17 Mgmt For For
02 TO APPOINT KPMG AUDIT PLC, LONDON ENGLAND, TO Mgmt For For
ACT AS THE COMPANY S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM AND TO SET THE REMUNERATION.
3A TO AMEND BYE-LAW 1 Mgmt For For
3B TO AMEND BYE-LAW 3 Mgmt For For
3C TO AMEND BYE-LAW 12 Mgmt For For
3D TO AMEND BYE-LAW 33 Mgmt For For
3E TO AMEND BYE-LAW 85 Mgmt For For
3F TO AMEND BYE-LAW 91 Mgmt For For
3G TO AMEND BYE-LAW 100 Mgmt For For
3H TO AMEND BYE-LAW 105 Mgmt For For
3I TO AMEND BYE-LAW 109 Mgmt For For
3J TO AMEND BYE-LAW 110 Mgmt For For
3K TO AMEND BYE-LAW 115 Mgmt For For
3L TO AMEND BYE-LAW 116 Mgmt For For
3M TO AMEND BYE-LAW 119 Mgmt For For
3N TO AMEND BYE-LAW 120 Mgmt For For
3O TO AMEND BYE-LAW 142 Mgmt For For
3P TO AMEND BYE-LAW 147 Mgmt For For
3Q TO AMEND BYE-LAW 148 Mgmt For For
4 TO APPROVE AN AMENDMENT TO THE 2003 SHARE INCENTIVE Mgmt For For
PLAN.
- --------------------------------------------------------------------------------------------------------------------------
ASPEN INSURANCE HOLDINGS Agenda Number: 932337202
- --------------------------------------------------------------------------------------------------------------------------
Security: G05384105
Meeting Type: Consent
Meeting Date: 26-May-2005
Ticker: AHL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
6 TO AUTHORIZE THE DIRECTORS TO ALLOT SHARES Mgmt For For
7 TO AUTHORIZE THE RE-APPOINTMENT OF KPMG AUDIT Mgmt For For
PLC AS THE AUDITOR OF ASPEN INSURANCE UK LIMITED
AND TO DETERMINE THEIR REMUNERATION
8 TO AUTHORIZE THE AMENDMENT TO ASPEN INSURANCE Mgmt For For
UK LIMITED S ARTICLES RELATING TO INDEMNIFICATION
OF DIRECTORS.
10 TO AUTHORIZE THE DIRECTORS OF ASPEN INSURANCE Mgmt For For
UK SERVICES LIMITED TO ALLOT SHARES
11 TO AUTHORIZE RE-APPOINTMENT OF KPMG AUDIT PLC Mgmt For For
AS THE AUDITOR OF ASPEN INSURANCE UK SERVICES
LIMITED FOR THE FISCAL YEAR ENDING DECEMBER
31, 2005 AND TO DETERMINE THEIR REMUNERATION.
12 TO AUTHORIZE THE AMENDMENT TO ASPEN INSURANCE Mgmt For For
UK SERVICES LIMITED S ARTICLES OF ASSOCIATION
REGARDING INDEMNIFICATION.
14 TO AUTHORIZE THE DIRECTORS OF ASPEN (UK) HOLDINGS Mgmt For For
LIMITED TO ALLOT SHARES.
15 TO AUTHORIZE RE-APPOINTMENT OF KPMG AUDIT PLC Mgmt For For
AS THE AUDITOR OF ASPEN (UK) HOLDINGS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2005 AND TO
DETERMINE THEIR REMUNERATION.
16 TO AUTHORIZE THE AMENDMENT TO ASPEN (UK) HOLDINGS Mgmt For For
LIMITED S ARTICLES OF ASSOCIATION RELATING
TO INDEMNIFICATION.
18 TO AUTHORIZE THE APPOINTMENT OF KPMG AS THE Mgmt For For
AUDITOR OF ASPEN INSURANCE LIMITED FOR FISCAL
YEAR ENDED DECEMBER 31, 2005 AND DETERMINE
THEIR REMUNERATION.
- --------------------------------------------------------------------------------------------------------------------------
ASSET ACCEPTANCE CAPITAL CORP. Agenda Number: 932325687
- --------------------------------------------------------------------------------------------------------------------------
Security: 04543P100
Meeting Type: Annual
Meeting Date: 17-May-2005
Ticker: AACC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
TERRENCE D. DANIELS Mgmt For For
WILLIAM F. PICKARD Mgmt For For
RUFUS H. REITZEL, JR. Mgmt For For
02 RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY Mgmt For For
S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31,
2005.
- --------------------------------------------------------------------------------------------------------------------------
ATMI, INC. Agenda Number: 932329433
- --------------------------------------------------------------------------------------------------------------------------
Security: 00207R101
Meeting Type: Annual
Meeting Date: 24-May-2005
Ticker: ATMI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MARK A. ADLEY Mgmt For For
EUGENE G. BANUCCI Mgmt For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
AUDIOCODES LTD. Agenda Number: 932221942
- --------------------------------------------------------------------------------------------------------------------------
Security: M15342104
Meeting Type: Annual
Meeting Date: 23-Sep-2004
Ticker: AUDC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DANA GROSS Mgmt For For
02 TO RATIFY THE APPOINTMENT OF THE COMPANY S INDEPENDENT Mgmt For For
AUDITORS FOR 2004 AND TO AUTHORIZE THE COMPENSATION
OF THE AUDITORS
03 TO RATIFY AN OPTION GRANT TO THE COMPANY S CHAIRMAN Mgmt For For
OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE
OFFICER
- --------------------------------------------------------------------------------------------------------------------------
AUDIOVOX CORPORATION Agenda Number: 932230410
- --------------------------------------------------------------------------------------------------------------------------
Security: 050757103
Meeting Type: Annual
Meeting Date: 01-Nov-2004
Ticker: VOXX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
PAUL C. KREUCH, JR. Mgmt For For
DENNIS F. MCMANUS Mgmt For For
IRVING HALEVY Mgmt For For
PETER A. LESSER Mgmt For For
JOHN J. SHALAM Mgmt Withheld Against
PHILIP CHRISTOPHER Mgmt Withheld Against
CHARLES M. STOEHR Mgmt Withheld Against
PATRICK M. LAVELLE Mgmt Withheld Against
ANN M. BOUTCHER Mgmt Withheld Against
RICHARD A. MADDIA Mgmt Withheld Against
02 TO APPROVE THE SALE OF SUBSTANTIALLY ALL OF Mgmt For For
THE ASSETS (EXCLUDING RECEIVABLES) RELATING
TO OUR WIRELESS BUSINESS TO UTSTARCOM, INC.
UNDER THE TERMS OF THE ASSET PURCHASE AGREEMENT
ATTACHED AS ANNEX A TO THE PROXY STATEMENT.
03 TO RATIFY THE APPOINTMENT OF GRANT THORNTON Mgmt For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING NOVEMBER 30,
2004.
04 TO APPROVE AN AMENDMENT TO THE AUDIOVOX CORPORATION Mgmt For For
1997 STOCK OPTION PLAN.
05 TO APPROVE AN AMENDMENT TO THE AUDIOVOX CORPORATION Mgmt For For
1999 STOCK COMPENSATION PLAN.
- --------------------------------------------------------------------------------------------------------------------------
AUDIOVOX CORPORATION Agenda Number: 932313632
- --------------------------------------------------------------------------------------------------------------------------
Security: 050757103
Meeting Type: Annual
Meeting Date: 19-May-2005
Ticker: VOXX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
PAUL C. KREUCH, JR. Mgmt For For
DENNIS F. MCMANUS Mgmt For For
IRVING HALEVY Mgmt For For
PETER A. LESSER Mgmt For For
JOHN J. SHALAM Mgmt For For
PHILIP CHRISTOPHER Mgmt For For
CHARLES M. STOEHR Mgmt For For
PATRICK M. LAVELLE Mgmt For For
02 TO RATIFY THE APPOINTMENT OF GRANT THORNTON Mgmt For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING NOVEMBER 30,
2005
- --------------------------------------------------------------------------------------------------------------------------
AVISTA CORP. Agenda Number: 932268217
- --------------------------------------------------------------------------------------------------------------------------
Security: 05379B107
Meeting Type: Annual
Meeting Date: 12-May-2005
Ticker: AVA
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROY LEWIS EIGUREN Mgmt For For
GARY G. ELY Mgmt For For
JESSIE J. KNIGHT, JR. Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF THE FIRM Mgmt For For
OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY
FOR 2005.
03 APPROVAL OF THE AVISTA CORPORATION LONG-TERM Mgmt For For
INCENTIVE COMPENSATION PLAN, AS AMENDED.
- --------------------------------------------------------------------------------------------------------------------------
AXSYS TECHNOLOGIES, INC. Agenda Number: 932283649
- --------------------------------------------------------------------------------------------------------------------------
Security: 054615109
Meeting Type: Annual
Meeting Date: 05-May-2005
Ticker: AXYS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
STEPHEN W. BERSHAD Mgmt For For
ANTHONY J. FIORELLI JR. Mgmt For For
ELIOT M. FRIED Mgmt For For
RICHARD F. HAMM, JR. Mgmt For For
ROBERT G. STEVENS Mgmt For For
02 APPROVAL OF AN AMENDMENT TO THE COMPANY S AMENDED Mgmt For For
AND RESTATED LONG TERM STOCK INCENTIVE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS
FOR FISCAL YEAR 2005.
- --------------------------------------------------------------------------------------------------------------------------
BANKNORTH GROUP, INC. Agenda Number: 932255626
- --------------------------------------------------------------------------------------------------------------------------
Security: 06646R107
Meeting Type: Special
Meeting Date: 18-Feb-2005
Ticker: BNK
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO APPROVE AN AMENDED AND RESTATED AGREEMENT Mgmt For For
AND PLAN OF MERGER.
02 TO APPROVE THE REINCORPORATION OF BANKNORTH Mgmt For For
GROUP, INC. FROM MAINE TO DELAWARE.
03A TO APPROVE PROVISIONS AUTHORIZING THE CLASS Mgmt For For
B COMMON STOCK AS MAJORITY SHAREHOLDER OF BANKNORTH
DELAWARE INC.
03B TO APPROVE RELATING TO THE COMPOSITION AND POWERS Mgmt For For
OF THE BOARD AND IT S COMMITTEES.
03C TO APPROVE A PROVISION WHICH PERMITS ACTIONS Mgmt For For
BY LESS THAN UNANIMOUS WRITTEN CONSENT OF SHAREHOLDERS
IN SOME CIRCUMSTANCES.
03D TO APPROVE A PROVISION WHICH INCREASE THE OWNERSHIP Mgmt For For
THRESHOLD REQUIRED FOR SHAREHOLDERS TO CALL
A SPECIAL MEETING.
03E TO APPROVE THE ELIMINATION OF BANKNORTH GROUP, Mgmt For For
INC S CLASSIFIED BOARD AND ELECT ALL DIRECTORS
ANNUALLY.
03F TO APPROVE THE ELIMINATION OF THE FAIR PRICE Mgmt For For
PROVISION IN BANKNORTH GROUP, INC. S ARTICLES.
03G TO APPROVE THE ELIMINATION OF THE SUPER-MAJORITY Mgmt For For
VOTING REQUIREMENTS IN BANKNORTH GROUP, INC.
S ARTICLES.
03H TO APPROVE THE ELIMINATION OF THE PROVISION Mgmt For For
IN BANKNORTH GROUP, INC. S ARTICLES REQUIRING
THE BOARD TO CONSIDER THE INTERESTS.
03I TO INCLUDE A PROVISION IN THE POST-TRANSACTION Mgmt For For
CERTIFICATE OF INCORPORATION WHICH LIMITS THE
ABILITY TO ADOPT ANTITAKEOVER.
03J TO INCLUDE A PROVISION IN THE POST-TRANSACTION Mgmt For For
CERTIFICATE OF INCORPORATION BY WHICH BANKNORTH
DELAWARE INC.
03K TO APPROVE THE GRANT TO TD, OF THE RIGHT TO Mgmt For For
SUBSCRIBE FOR ADDITIONAL SECURITIES OF BANKNORTH
DELAWARE INC.
03L TO APPROVE A PROVISION WHICH ALLOCATES CORPORATE Mgmt For For
OPPORTUNITIES BETWEEN BANKNORTH DELAWARE INC.
AND TD.
04 TO ADJOURN THE SPECIAL MEETING. Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
BANNER CORPORATION Agenda Number: 932283245
- --------------------------------------------------------------------------------------------------------------------------
Security: 06652V109
Meeting Type: Annual
Meeting Date: 26-Apr-2005
Ticker: BANR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JESSE G. FOSTER Mgmt For For
D. MICHAEL JONES Mgmt For For
DEAN W. MITCHELL Mgmt For For
BRENT A. ORRICO Mgmt For For
CONSTANCE H. KRAVAS Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
BEARINGPOINT, INC. Agenda Number: 932206750
- --------------------------------------------------------------------------------------------------------------------------
Security: 074002106
Meeting Type: Annual
Meeting Date: 03-Aug-2004
Ticker: BE
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DOUGLAS C. ALLRED Mgmt For For
BETSY J. BERNARD Mgmt For For
02 TO RATIFY PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT Mgmt For For
AUDITORS
- --------------------------------------------------------------------------------------------------------------------------
BEASLEY BROADCAST GROUP, INC. Agenda Number: 932322504
- --------------------------------------------------------------------------------------------------------------------------
Security: 074014101
Meeting Type: Annual
Meeting Date: 12-May-2005
Ticker: BBGI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GEORGE G. BEASLEY Mgmt For For
BRUCE G. BEASLEY Mgmt For For
CAROLINE BEASLEY Mgmt For For
BRIAN E. BEASLEY Mgmt For For
JOE B. COX Mgmt For For
ALLEN B. SHAW Mgmt For For
MARK S. FOWLER Mgmt For For
HERBERT W. MCCORD Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
BELDEN CDT INC. Agenda Number: 932307552
- --------------------------------------------------------------------------------------------------------------------------
Security: 077454106
Meeting Type: Annual
Meeting Date: 17-May-2005
Ticker: BDC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
LORNE D. BAIN Mgmt For For
LANCE C. BALK Mgmt Withheld Against
CHRISTOPHER I. BYRNES Mgmt For For
BRYAN C. CRESSEY Mgmt For For
C. BAKER CUNNINGHAM Mgmt For For
MICHAEL F.O. HARRIS Mgmt For For
GLENN KALNASY Mgmt For For
FERDINAND C. KUZNIK Mgmt For For
JOHN M. MONTER Mgmt For For
BERNARD G. RETHORE Mgmt For For
02 APPROVE AN ADDITIONAL 2,500,000 SHARES FOR THE Mgmt For For
CABLE DESIGN TECHNOLOGIES CORPORATION 2001
LONG-TERM PERFORMANCE INCENTIVE PLAN
- --------------------------------------------------------------------------------------------------------------------------
BENCHMARK ELECTRONICS, INC. Agenda Number: 932301738
- --------------------------------------------------------------------------------------------------------------------------
Security: 08160H101
Meeting Type: Annual
Meeting Date: 11-May-2005
Ticker: BHE
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DONALD E. NIGBOR Mgmt For For
CARY T. FU Mgmt For For
STEVEN A. BARTON Mgmt For For
JOHN W. COX Mgmt For For
JOHN C. CUSTER Mgmt For For
PETER G. DORFLINGER Mgmt For For
LAURA W. LANG Mgmt For For
BERNEE D.L. STROM Mgmt For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
OF THE COMPANY FOR THE YEAR ENDING DECEMBER
31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
BHA GROUP HOLDINGS, INC. Agenda Number: 932212676
- --------------------------------------------------------------------------------------------------------------------------
Security: 055446108
Meeting Type: Special
Meeting Date: 27-Aug-2004
Ticker: BHAG
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 PROPOSAL FOR THE ADOPTION OF THE AGREEMENT AND Mgmt Against Against
PLAN OF MERGER, DATED AS OF MAY 31, 2004, BY
AND AMONG GENERAL ELECTRIC COMPANY, CASEY ACQUISITION
COMPANY AND BHA GROUP HOLDINGS, INC. UNDER
WHICH CASEY ACQUISITION COMPANY WILL MERGE
WITH AND INTO BHA GROUP HOLDINGS, INC. AND
BHA GROUP HOLDINGS, INC. WILL BECOME A WHOLLY-OWNED
SUBSIDIARY OF GENERAL ELECTRIC COMPANY.
02 PROPOSAL TO GRANT THE PERSONS NAMED AS PROXIES Mgmt For For
DISCRETIONARY AUTHORITY TO VOTE TO ADJOURN
THE SPECIAL MEETING ONE OR MORE TIMES, TO PERMIT
FURTHER SOLICITATION OF PROXIES TO VOTE IN
FAVOR OF ADOPTION OF THE MERGER AGREEMENT.
- --------------------------------------------------------------------------------------------------------------------------
BIG LOTS, INC. Agenda Number: 932320637
- --------------------------------------------------------------------------------------------------------------------------
Security: 089302103
Meeting Type: Annual
Meeting Date: 17-May-2005
Ticker: BLI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
SHELDON M. BERMAN Mgmt For For
DAVID T. KOLLAT Mgmt For For
BRENDA J. LAUDERBACK Mgmt For For
PHILIP E. MALLOTT Mgmt For For
NED MANSOUR Mgmt For For
MICHAEL J. POTTER Mgmt For For
RUSSELL SOLT Mgmt For For
JAMES R. TENER Mgmt For For
DENNIS B. TISHKOFF Mgmt For For
02 THE APPROVAL OF THE BIG LOTS 2005 LONG-TERM Mgmt For For
INCENTIVE PLAN.
- --------------------------------------------------------------------------------------------------------------------------
BLUE COAT SYSTEMS, INC. Agenda Number: 932219694
- --------------------------------------------------------------------------------------------------------------------------
Security: 09534T508
Meeting Type: Annual
Meeting Date: 05-Oct-2004
Ticker: BCSI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
BRIAN M. NESMITH Mgmt Withheld Against
MARC ANDREESSEN Mgmt Withheld Against
DAVID W. HANNA Mgmt Withheld Against
ANDREW S. RACHLEFF Mgmt For For
JAY SHIVELEY Mgmt For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS THE COMPANY S INDEPENDENT ACCOUNTANTS FOR
THE FISCAL YEAR ENDING APRIL 30, 2005.
- --------------------------------------------------------------------------------------------------------------------------
BORDERS GROUP, INC. Agenda Number: 932320485
- --------------------------------------------------------------------------------------------------------------------------
Security: 099709107
Meeting Type: Annual
Meeting Date: 19-May-2005
Ticker: BGP
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOEL J. COHEN Mgmt For For
GREGORY P. JOSEFOWICZ Mgmt For For
AMY B. LANE Mgmt For For
VICTOR L. LUND Mgmt For For
DR. EDNA GREENE MEDFORD Mgmt For For
LAWRENCE I. POLLOCK Mgmt For For
BETH M. PRITCHARD Mgmt For For
02 PROPOSAL TO RE-AFFIRM THE PERFORMANCE GOALS Mgmt For For
AND MAXIMUM AMOUNTS PAYABLE UNDER THE COMPANY
S ANNUAL INCENTIVE BONUS PLAN.
03 RATIFICATION OF THE SELECTION OF ERNST & YOUNG Mgmt For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL 2005.
- --------------------------------------------------------------------------------------------------------------------------
BROCADE COMMUNICATIONS SYSTEMS, INC. Agenda Number: 932270678
- --------------------------------------------------------------------------------------------------------------------------
Security: 111621108
Meeting Type: Annual
Meeting Date: 22-Apr-2005
Ticker: BRCD
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MICHAEL KLAYKO Mgmt For For
NICHOLAS G. MOORE Mgmt For For
02 RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT Mgmt For For
AUDITORS OF BROCADE COMMUNICATIONS SYSTEMS,
INC. FOR THE FISCAL YEAR ENDING OCTOBER 29,
2005
- --------------------------------------------------------------------------------------------------------------------------
BROWN & BROWN, INC. Agenda Number: 932289297
- --------------------------------------------------------------------------------------------------------------------------
Security: 115236101
Meeting Type: Annual
Meeting Date: 21-Apr-2005
Ticker: BRO
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
J. HYATT BROWN Mgmt For For
SAMUEL P. BELL, III Mgmt For For
HUGH M. BROWN Mgmt For For
BRADLEY CURREY, JR. Mgmt For For
JIM W. HENDERSON Mgmt For For
THEODORE J. HOEPNER Mgmt For For
DAVID H. HUGHES Mgmt For For
JOHN R. RIEDMAN Mgmt For For
JAN E. SMITH Mgmt For For
CHILTON D. VARNER Mgmt For For
02 AMENDMENT TO STOCK PERFORMANCE PLAN Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
BUCYRUS INTERNATIONAL, INC. Agenda Number: 932286835
- --------------------------------------------------------------------------------------------------------------------------
Security: 118759109
Meeting Type: Annual
Meeting Date: 14-Apr-2005
Ticker: BUCY
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
R.A. CRUTCHER, PHD Mgmt For For
R.W. KORTHALS Mgmt For For
G.E. LITTLE Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTANTS. TO RATIFY THE APPOINTMENT
OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
CARLISLE COMPANIES INCORPORATED Agenda Number: 932280097
- --------------------------------------------------------------------------------------------------------------------------
Security: 142339100
Meeting Type: Annual
Meeting Date: 20-Apr-2005
Ticker: CSL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMIESON Mgmt For For
KROGH Mgmt For For
MCKINNISH Mgmt For For
RUGGIERO Mgmt For For
02 APPROVE THE COMPANY S AMENDED AND RESTATED NONEMPLOYEE Mgmt For For
DIRECTOR EQUITY PLAN.
- --------------------------------------------------------------------------------------------------------------------------
CBRL GROUP, INC. Agenda Number: 932232539
- --------------------------------------------------------------------------------------------------------------------------
Security: 12489V106
Meeting Type: Annual
Meeting Date: 23-Nov-2004
Ticker: CBRL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES D. CARREKER Mgmt For For
ROBERT V. DALE Mgmt For For
ROBERT C. HILTON Mgmt For For
CHARLES E. JONES, JR. Mgmt For For
B.F. (JACK) LOWERY Mgmt For For
MARTHA M. MITCHELL Mgmt Withheld Against
ANDREA M. WEISS Mgmt For For
JIMMIE D. WHITE Mgmt Withheld Against
MICHAEL A. WOODHOUSE Mgmt For For
02 TO APPROVE THE AMENDMENT TO THE CBRL 2002 INCENTIVE Mgmt For For
COMPENSATION PLAN.
03 TO APPROVE THE SELECTION OF DELOITTE & TOUCHE Mgmt For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2005.
- --------------------------------------------------------------------------------------------------------------------------
CENTENE CORPORATION Agenda Number: 932277177
- --------------------------------------------------------------------------------------------------------------------------
Security: 15135B101
Meeting Type: Annual
Meeting Date: 26-Apr-2005
Ticker: CNC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MICHAEL F. NEIDORFF Mgmt For For
JOHN R. ROBERTS Mgmt For For
02 APPROVAL OF AMENDMENT TO THE 2003 STOCK INCENTIVE Mgmt For For
PLAN
- --------------------------------------------------------------------------------------------------------------------------
CERIDIAN CORPORATION Agenda Number: 932332961
- --------------------------------------------------------------------------------------------------------------------------
Security: 156779100
Meeting Type: Annual
Meeting Date: 26-May-2005
Ticker: CEN
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
NICHOLAS D. CHABRAJA Mgmt Withheld Against
RONALD T. LEMAY Mgmt Withheld Against
GEORGE R. LEWIS Mgmt For For
RONALD L. TURNER Mgmt For For
ALAN F. WHITE Mgmt Withheld Against
- --------------------------------------------------------------------------------------------------------------------------
CHARLES RIVER LABORATORIES INTL., IN Agenda Number: 932225762
- --------------------------------------------------------------------------------------------------------------------------
Security: 159864107
Meeting Type: Special
Meeting Date: 20-Oct-2004
Ticker: CRL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO APPROVE THE ISSUANCE OF SHARES OF CHARLES Mgmt For For
RIVER S COMMON STOCK IN CONNECTION WITTH THE
TRANSACTION CONTEMPLATED BY THE AGREEMENT AND
PLAN OF MERGER, DATED AS OF JUNE 30, 2004,
AS AMENDED, AMONG CHARLES RIVER, INVERESK RESEARCH
GROUP, INC., INDIGO MERGER I CORP., AND INDIGO
MERGER II LLC (THE SUCCESSOR TO INDIGO MERGER
II CORP.).
02 TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, Mgmt Against Against
IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES
IN FAVOR OF PROPOSAL 1.
- --------------------------------------------------------------------------------------------------------------------------
CHARLES RIVER LABORATORIES INTL., IN Agenda Number: 932297989
- --------------------------------------------------------------------------------------------------------------------------
Security: 159864107
Meeting Type: Annual
Meeting Date: 09-May-2005
Ticker: CRL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES C. FOSTER Mgmt For For
STEPHEN D. CHUBB Mgmt For For
GEORGE E. MASSARO Mgmt For For
LINDA MCGOLDRICK Mgmt For For
GEORGE M. MILNE, JR. Mgmt For For
DOUGLAS E. ROGERS Mgmt For For
SAMUEL O. THIER Mgmt For For
WILLIAM H. WALTRIP Mgmt For For
02 PROPOSAL TO APPROVE AMENDMENTS TO THE COMPANY Mgmt For For
S 2000 INCENTIVE PLAN TO INCREASE THE NUMBER
OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE
THEREUNDER FROM 6,289,000 TO 9,889,000 AND
TO PROVIDE THAT SHARES RELATED TO CANCELLED
AWARDS BE RETURNED TO THE PLAN FOLLOWING SUCH
CANCELLATION AND BE AVAILABLE FOR FUTURE GRANTS.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERSMgmt For For
LLP AS THE COMPANY S INDEPENDENT PUBLIC AUDITORS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
CHARTER ONE FINANCIAL, INC. Agenda Number: 932207257
- --------------------------------------------------------------------------------------------------------------------------
Security: 160903100
Meeting Type: Special
Meeting Date: 23-Aug-2004
Ticker: CF
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 MERGER AGREEMENT: TO APPROVE AND ADOPT THE AGREEMENT Mgmt For For
AND PLAN OF MERGER, DATED AS OF MAY 4, 2004,
BY AND AMONG CHARTER ONE FINANCIAL, INC., CITIZENS
FINANCIAL GROUP, INC., CARDINAL ACQUISITION
CORP. AND , SOLELY WITH RESPECT TO ARTICLE
11 OF THE AGREEMENT, THE ROYAL BANK OF SCOTLAND
GROUP PLC, AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
02 ADJOURNMENT: TO APPROVE THE ADJOURNMENT OF THE Mgmt For For
SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IN THE EVENT THAT THERE ARE NOT SUFFICIENT
VOTES AT THE TIME OF THE SPECIAL MEETING TO
APPROVE AND ADOPT THE AGREEMENT AND PLAN OF
MERGER REFERENCED ABOVE.
- --------------------------------------------------------------------------------------------------------------------------
CHECKPOINT SYSTEMS, INC. Agenda Number: 932326843
- --------------------------------------------------------------------------------------------------------------------------
Security: 162825103
Meeting Type: Annual
Meeting Date: 08-Jun-2005
Ticker: CKP
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DAVID W. CLARK, JR. Mgmt For For
HARALD EINSMANN Mgmt For For
JACK W. PARTRIDGE Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
CHICAGO MERCANTILE EXCHANGE HOLDINGS Agenda Number: 932278220
- --------------------------------------------------------------------------------------------------------------------------
Security: 167760107
Meeting Type: Annual
Meeting Date: 27-Apr-2005
Ticker: CME
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CRAIG S. DONOHUE Mgmt For For
TERRENCE A. DUFFY Mgmt For For
DANIEL R. GLICKMAN Mgmt For For
WILLIAM P. MILLER II Mgmt For For
JAMES E. OLIFF Mgmt For For
JOHN F. SANDNER Mgmt For For
TERRY L. SAVAGE Mgmt For For
02 APPROVAL OF THE CHICAGO MERCANTILE EXCHANGE Mgmt For For
HOLDINGS INC. 2005 DIRECTOR STOCK PLAN.
03 APPROVAL OF THE CHICAGO MERCANTILE EXCHANGE Mgmt For For
HOLDINGS INC. EMPLOYEE STOCK PURCHASE PLAN.
04 RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM.
- --------------------------------------------------------------------------------------------------------------------------
CHITTENDEN CORPORATION Agenda Number: 932280047
- --------------------------------------------------------------------------------------------------------------------------
Security: 170228100
Meeting Type: Annual
Meeting Date: 20-Apr-2005
Ticker: CHZ
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
SALLY W. CRAWFORD Mgmt For For
PHILIP M. DRUMHELLER Mgmt For For
JAMES C. PIZZAGALLI Mgmt For For
ERNEST A. POMERLEAU Mgmt For For
02 TO APPROVE AN AMENDMENT TO CHITTENDEN CORPORATION Mgmt For For
S AMENDED AND RESTATED ARTICLES OF INCORPORATION
TO INCREASE THE AUTHORIZED SHARES OF COMMON
STOCK TO 120,000,000 SHARES FROM 60,000,000
SHARES.
03 TO APPROVE THE 2005 EXECUTIVE MANAGEMENT INCENTIVE Mgmt Against Against
COMPENSATION PLAN.
04 TO APPROVE THE AMENDED AND RESTATED CHITTENDEN Mgmt For For
CORPORATION STOCK INCENTIVE PLAN.
- --------------------------------------------------------------------------------------------------------------------------
CITADEL SECURITY SOFTWARE INC. Agenda Number: 932216321
- --------------------------------------------------------------------------------------------------------------------------
Security: 17288Q109
Meeting Type: Annual
Meeting Date: 21-Sep-2004
Ticker: CDSS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CHRIS A. ECONOMOU Mgmt For For
JOE M. ALLBAUGH Mgmt For For
STEVEN B. SOLOMON Mgmt Withheld Against
MAJ GEN JACK LEIDE Mgmt For For
02 AMENDMENTS TO THE 2002 STOCK INCENTIVE PLAN: Mgmt Against Against
PROPOSAL TO APPROVE AMENDMENTS TO CITADEL S
2002 STOCK INCENTIVE PLAN, INCLUDING AN INCREASE
IN THE NUMBER OF SHARES OF COMMON STOCK RESERVED
FOR ISSUANCE THEREUNDER BY 1,500,000 SHARES
OF COMMON STOCK TO AN AGGREGATE OF 3,000,000
SHARES.
03 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS: Mgmt For For
PROPOSAL TO RATIFY THE APPOINTMENT OF KBA GROUP
LLP, AS CITADEL S INDEPENDENT AUDITORS FOR
THE CURRENT FISCAL YEAR.
- --------------------------------------------------------------------------------------------------------------------------
CLARK, INC. Agenda Number: 932281594
- --------------------------------------------------------------------------------------------------------------------------
Security: 181457102
Meeting Type: Annual
Meeting Date: 26-Apr-2005
Ticker: CLK
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GEORGE D. DALTON Mgmt Withheld Against
KENNETH A. GUENTHER Mgmt For For
RICHARD C. LAPPIN Mgmt For For
02 TO CONSIDER A PROPOSAL TO APPROVE THE CLARK, Mgmt Against Against
INC. INCENTIVE COMPENSATION PLAN
- --------------------------------------------------------------------------------------------------------------------------
CLEVELAND-CLIFFS INC Agenda Number: 932283106
- --------------------------------------------------------------------------------------------------------------------------
Security: 185896107
Meeting Type: Annual
Meeting Date: 10-May-2005
Ticker: CLF
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
J.S. BRINZO Mgmt For For
R.C. CAMBRE Mgmt For For
R. CUCUZ Mgmt For For
D.H. GUNNING Mgmt For For
J.D. IRELAND III Mgmt For For
F.R. MCALLISTER Mgmt For For
R. PHILLIPS Mgmt For For
R.K. RIEDERER Mgmt For For
A. SCHWARTZ Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS INDEPENDENT AUDITORS.
- --------------------------------------------------------------------------------------------------------------------------
CNF INC. Agenda Number: 932284780
- --------------------------------------------------------------------------------------------------------------------------
Security: 12612W104
Meeting Type: Annual
Meeting Date: 19-Apr-2005
Ticker: CNF
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MICHAEL J. MURRAY Mgmt For For
ROBERT D. ROGERS Mgmt For For
WILLIAM J. SCHROEDER Mgmt For For
CHELSEA C. WHITE III Mgmt For For
02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
COGNIZANT TECHNOLOGY SOLUTIONS CORP. Agenda Number: 932344447
- --------------------------------------------------------------------------------------------------------------------------
Security: 192446102
Meeting Type: Annual
Meeting Date: 14-Jun-2005
Ticker: CTSH
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROBERT W. HOWE Mgmt For For
ROBERT E. WEISSMAN Mgmt For For
02 TO AMEND OUR 1999 INCENTIVE COMPENSATION PLAN, Mgmt For For
AS AMENDED (THE INCENTIVE PLAN ), ALL AS MORE
FULLY DESCRIBED IN THE PROXY STATEMENT.
03 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE YEAR ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
COHERENT, INC. Agenda Number: 932269409
- --------------------------------------------------------------------------------------------------------------------------
Security: 192479103
Meeting Type: Annual
Meeting Date: 07-Apr-2005
Ticker: COHR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
BERNARD J. COUILLAUD Mgmt For For
HENRY E. GAUTHIER Mgmt Withheld Against
JOHN R. AMBROSEO Mgmt For For
CHARLES W. CANTONI Mgmt For For
JOHN H. HART Mgmt For For
LAWRENCE TOMLINSON Mgmt For For
ROBERT J. QUILLINAN Mgmt For For
GARRY ROGERSON Mgmt For For
SANDEEP VIJ Mgmt For For
02 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING OCTOBER 1,
2005
- --------------------------------------------------------------------------------------------------------------------------
COLDWATER CREEK INC. Agenda Number: 932236018
- --------------------------------------------------------------------------------------------------------------------------
Security: 193068103
Meeting Type: Special
Meeting Date: 08-Dec-2004
Ticker: CWTR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY Mgmt For For
S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
INCREASING THE NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK FROM 60,000,000 TO 150,000,000.
- --------------------------------------------------------------------------------------------------------------------------
COLDWATER CREEK INC. Agenda Number: 932333482
- --------------------------------------------------------------------------------------------------------------------------
Security: 193068103
Meeting Type: Annual
Meeting Date: 11-Jun-2005
Ticker: CWTR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF CURT HECKER AS CLASS I DIRECTOR. Mgmt For For
1B ELECTION OF GEORGIA SHONK-SIMMONS AS CLASS I Mgmt For For
DIRECTOR.
02 TO APPROVE AN AMENDMENT AND RESTATEMENT OF THE Mgmt For For
COMPANY S 1996 STOCK OPTION/STOCK ISSUANCE
PLAN.
03 TO APPROVE THE MATERIAL TERMS OF THE PERFORMANCE Mgmt For For
CRITERIA FOR EXECUTIVE INCENTIVE COMPENSATION.
04 TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTANTS OF THE COMPANY
FOR THE FISCAL YEAR ENDING JANUARY 28, 2006.
- --------------------------------------------------------------------------------------------------------------------------
COLUMBIA SPORTSWEAR COMPANY Agenda Number: 932320372
- --------------------------------------------------------------------------------------------------------------------------
Security: 198516106
Meeting Type: Annual
Meeting Date: 24-May-2005
Ticker: COLM
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GERTRUDE BOYLE Mgmt For For
TIMOTHY P. BOYLE Mgmt For For
SARAH A. BANY Mgmt Withheld Against
MURREY R. ALBERS Mgmt For For
STEPHEN E. BABSON Mgmt For For
ANDY D. BRYANT Mgmt For For
EDWARD S. GEORGE Mgmt For For
WALTER T. KLENZ Mgmt For For
JOHN W. STANTON Mgmt Withheld Against
02 PROPOSAL TO RATIFY THE SELECTION OF DELOITTE Mgmt For For
& TOUCHE LLP AS THE COMPANY S INDEPENDENT AUDITORS
FOR 2005.
- --------------------------------------------------------------------------------------------------------------------------
COMMERCE BANCSHARES, INC. Agenda Number: 932273371
- --------------------------------------------------------------------------------------------------------------------------
Security: 200525103
Meeting Type: Annual
Meeting Date: 20-Apr-2005
Ticker: CBSH
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN R. CAPPS Mgmt For For
W. THOMAS GRANT, II Mgmt For For
JAMES B. HEBENSTREIT Mgmt For For
DAVID W. KEMPER Mgmt For For
02 APPROVE THE ADOPTION OF THE 2005 EQUITY INCENTIVE Mgmt For For
PLAN
03 RATIFY KPMG LLP AS AUDIT AND ACCOUNTING FIRM Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
COMMERCIAL CAPITAL BANCORP, INC. Agenda Number: 932299351
- --------------------------------------------------------------------------------------------------------------------------
Security: 20162L105
Meeting Type: Annual
Meeting Date: 26-Apr-2005
Ticker: CCBI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
R. RAND SPERRY Mgmt For For
MARK E. SCHAFFER Mgmt For For
CHRISTOPHER G. HAGERTY Mgmt For For
DAVID S. DEPILLO Mgmt For For
JAMES G. BRAKKE Mgmt For For
GARY W. BRUMMETT Mgmt For For
STEPHEN H. GORDON Mgmt For For
ROBERT J. SHACKLETON Mgmt For For
BARNEY R. NORTHCOTE Mgmt For For
02 PROPOSAL TO RATIFY KPMG LLP AS THE COMPANY S Mgmt For For
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
COMSTOCK RESOURCES, INC. Agenda Number: 932332151
- --------------------------------------------------------------------------------------------------------------------------
Security: 205768203
Meeting Type: Annual
Meeting Date: 16-May-2005
Ticker: CRK
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
M. JAY ALLISON Mgmt For For
DAVID W. SLEDGE Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST Mgmt For For
& YOUNG LLP INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2005.
- --------------------------------------------------------------------------------------------------------------------------
CONSECO, INC. Agenda Number: 932209201
- --------------------------------------------------------------------------------------------------------------------------
Security: 208464883
Meeting Type: Annual
Meeting Date: 24-Aug-2004
Ticker: CNO
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DEBRA J. PERRY Mgmt For For
PHILIP R. ROBERTS Mgmt For For
WILLIAM J. SHEA Mgmt For For
MICHAEL T. TOKARZ Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS INDEPENDENT AUDITORS OF CONSECO FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2004.
- --------------------------------------------------------------------------------------------------------------------------
CORE LABORATORIES N.V. Agenda Number: 932275298
- --------------------------------------------------------------------------------------------------------------------------
Security: N22717107
Meeting Type: Annual
Meeting Date: 15-Apr-2005
Ticker: CLB
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DAVID M. DEMSHUR Mgmt For For
RENE R. JOYCE Mgmt For For
MICHAEL C. KEARNEY Mgmt For For
02 CONFIRMATION AND ADOPTION OF ANNUAL ACCOUNTS Mgmt For For
AND DISCHARGE OF DIRECTORS.
03 APPROVAL OF CANCELLATION OF OUR REPURCHASED Mgmt For For
SHARES.
04 APPROVAL OF EXTENSION OF AUTHORITY OF MANAGEMENT Mgmt For For
BOARD TO REPURCHASE UP TO 10% OF THE ISSUED
SHARE CAPITAL OF THE COMPANY UNTIL OCTOBER
15, 2006.
05 APPROVAL OF EXTENSION OF AUTHORITY OF SUPERVISORY Mgmt For For
BOARD TO ISSUE SHARES AND/OR TO GRANT RIGHTS
(INCLUDING OPTIONS TO PURCHASE) WITH RESPECT
TO OUR COMMON AND/OR PREFERENCE SHARES UNTIL
APRIL 15, 2010.
06 APPROVAL OF EXTENSION OF AUTHORITY OF SUPERVISORY Mgmt For For
BOARD TO LIMIT OR ELIMINATE PREEMPTIVE RIGHTS
OF HOLDERS OF COMMON SHARES UNTIL APRIL 15,
2010.
07 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS
FOR THE YEAR ENDED DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
CORINTHIAN COLLEGES, INC. Agenda Number: 932231462
- --------------------------------------------------------------------------------------------------------------------------
Security: 218868107
Meeting Type: Annual
Meeting Date: 18-Nov-2004
Ticker: COCO
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DAVID G. MOORE Mgmt For For
JACK D. MASSIMINO Mgmt For For
HANK ADLER Mgmt For For
02 RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY Mgmt For For
S INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING JUNE 30, 2005.
- --------------------------------------------------------------------------------------------------------------------------
COSTAR GROUP, INC. Agenda Number: 932338228
- --------------------------------------------------------------------------------------------------------------------------
Security: 22160N109
Meeting Type: Annual
Meeting Date: 17-Jun-2005
Ticker: CSGP
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MICHAEL R. KLEIN Mgmt For For
ANDREW C. FLORANCE Mgmt For For
DAVID BONDERMAN Mgmt Withheld Against
WARREN H. HABER Mgmt For For
JOSIAH O. LOW, III Mgmt For For
CHRISTOPHER J. NASSETTA Mgmt For For
CATHERINE B. REYNOLDS Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST Mgmt For For
& YOUNG LLP AS THE COMPANY S INDEPENDENT AUDITORS
FOR 2005.
- --------------------------------------------------------------------------------------------------------------------------
COTHERIX, INC. Agenda Number: 932315561
- --------------------------------------------------------------------------------------------------------------------------
Security: 22163T103
Meeting Type: Annual
Meeting Date: 20-May-2005
Ticker: CTRX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
BRADFORD S. GOODWIN Mgmt For For
ROBERT B. CHESS Mgmt For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
COX RADIO, INC. Agenda Number: 932287988
- --------------------------------------------------------------------------------------------------------------------------
Security: 224051102
Meeting Type: Annual
Meeting Date: 03-May-2005
Ticker: CXR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JUANITA P. BARANCO Mgmt For For
G. DENNIS BERRY Mgmt For For
RICHARD A. FERGUSON Mgmt For For
PAUL M. HUGHES Mgmt For For
JAMES C. KENNEDY Mgmt For For
MARC W. MORGAN Mgmt For For
ROBERT F. NEIL Mgmt For For
NICHOLAS D. TRIGONY Mgmt For For
02 APPROVAL OF THE THIRD AMENDED AND RESTATED LONG-TERM Mgmt For For
INCENTIVE PLAN.
- --------------------------------------------------------------------------------------------------------------------------
CRANE CO. Agenda Number: 932270440
- --------------------------------------------------------------------------------------------------------------------------
Security: 224399105
Meeting Type: Annual
Meeting Date: 25-Apr-2005
Ticker: CR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
E.T. BIGELOW, JR. Mgmt For For
J. GAULIN Mgmt For For
C.J. QUEENAN, JR. Mgmt For For
02 APPROVAL OF DELOITTE & TOUCHE LLP AS INDEPENDENT Mgmt For For
AUDITORS FOR THE COMPANY FOR 2005.
- --------------------------------------------------------------------------------------------------------------------------
CROMPTON CORPORATION Agenda Number: 932286239
- --------------------------------------------------------------------------------------------------------------------------
Security: 227116100
Meeting Type: Annual
Meeting Date: 26-Apr-2005
Ticker: CK
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROBERT A. FOX Mgmt For For
ROBERT L. WOOD Mgmt For For
02 APPROVAL OF THE 2005 CROMPTON CORPORATION SHORT-TERM Mgmt For For
INCENTIVE PLAN TO ENABLE COMPENSATION PAID
UNDER THE PLAN TO QUALIFY AS DEDUCTIBLE PERFORMANCE-BASED
COMPENSATION UNDER SECTION 162(M) OF THE INTERNAL
REVENUE CODE.
03 APPROVAL OF THE SELECTION BY THE BOARD OF KPMG Mgmt For For
LLP AS INDEPENDENT AUDITORS FOR 2005.
- --------------------------------------------------------------------------------------------------------------------------
CTS CORPORATION Agenda Number: 932291583
- --------------------------------------------------------------------------------------------------------------------------
Security: 126501105
Meeting Type: Annual
Meeting Date: 04-May-2005
Ticker: CTS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
W.S. CATLOW Mgmt For For
L.J. CIANCIA Mgmt For For
T.G. CODY Mgmt For For
G.H. FRIELING, JR. Mgmt For For
R.R. HEMMINGHAUS Mgmt For For
M.A. HENNING Mgmt For For
R.A. PROFUSEK Mgmt Withheld Against
D.K. SCHWANZ Mgmt For For
P.K. VINCENT Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
CUNO INCORPORATED Agenda Number: 932260362
- --------------------------------------------------------------------------------------------------------------------------
Security: 126583103
Meeting Type: Annual
Meeting Date: 03-Mar-2005
Ticker: CUNO
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
C. EDWARD MIDGLEY Mgmt For For
FREDERICK C. FLYNN, JR. Mgmt For For
02 REAPPROVE THE PERFORMANCE GOALS IN THE EXECUTIVE Mgmt For For
MANAGEMENT INCENTIVE PLAN.
03 RATIFY SELECTION OF PRICEWATERHOUSECOOPERS, Mgmt For For
LLP AS INDEPENDENT AUDITORS.
- --------------------------------------------------------------------------------------------------------------------------
CURTISS-WRIGHT CORPORATION Agenda Number: 932320904
- --------------------------------------------------------------------------------------------------------------------------
Security: 231561101
Meeting Type: Annual
Meeting Date: 19-May-2005
Ticker: CW
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
02 DIRECTOR
S. MARCE FULLER Mgmt For For
03 PROPOSAL TO COMBINE THE COMPANY S TWO CLASSES Mgmt For For
OF COMMON STOCK INTO A SINGLE CLASS OF COMMON
STOCK BY CONVERTING THE COMMON STOCK AND CLASS
B COMMON STOCK INTO A NEW CLASS OF COMMON STOCK
ON A ONE-FOR-ONE BASIS.
04 PROPOSAL TO AMEND THE COMPANY S RESTATED CERTIFICATE Mgmt For For
OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK FROM 45,000,000
SHARES TO 100,000,000 SHARES.
05 PROPOSAL TO APPROVE THE COMPANY S 2005 OMNIBUS Mgmt For For
LONG-TERM INCENTIVE PLAN.
06 PROPOSAL TO APPROVE THE COMPANY S 2005 STOCK Mgmt For For
PLAN FOR NON-EMPLOYEE DIRECTORS.
07 PROPOSAL TO APPROVE THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE, LLP AS THE COMPANY S INDEPENDENT
ACCOUNTANTS FOR 2005.
- --------------------------------------------------------------------------------------------------------------------------
CYTEC INDUSTRIES INC. Agenda Number: 932274498
- --------------------------------------------------------------------------------------------------------------------------
Security: 232820100
Meeting Type: Annual
Meeting Date: 21-Apr-2005
Ticker: CYT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ANTHONY G. FERNANDES Mgmt For For
DAVID LILLEY Mgmt For For
JERRY R. SATRUM Mgmt For For
RAYMOND P. SHARPE Mgmt For For
02 RATIFICATION OF KPMG LLP AS THE COMPANY S AUDITORS Mgmt For For
FOR 2005
- --------------------------------------------------------------------------------------------------------------------------
DAVITA INC. Agenda Number: 932312301
- --------------------------------------------------------------------------------------------------------------------------
Security: 23918K108
Meeting Type: Annual
Meeting Date: 13-May-2005
Ticker: DVA
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
NANCY-ANN DEPARLE Mgmt For For
RICHARD B. FONTAINE Mgmt For For
PETER T. GRAUER Mgmt For For
MICHELE J. HOOPER Mgmt For For
C. RAYMOND LARKIN, JR. Mgmt For For
JOHN M. NEHRA Mgmt For For
WILLIAM L. ROPER, M.D. Mgmt For For
KENT J. THIRY Mgmt For For
02 AMENDMENT AND RESTATEMENT OF THE DAVITA INC. Mgmt For For
EXECUTIVE INCENTIVE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF KPMG LLP Mgmt For For
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR 2005.
- --------------------------------------------------------------------------------------------------------------------------
DELPHI FINANCIAL GROUP, INC. Agenda Number: 932331262
- --------------------------------------------------------------------------------------------------------------------------
Security: 247131105
Meeting Type: Annual
Meeting Date: 24-May-2005
Ticker: DFG
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DONALD A. SHERMAN Mgmt For For
ROBERT ROSENKRANZ Mgmt For For
ROBERT M. SMITH, JR. Mgmt For For
KEVIN R. BRINE Mgmt For For
LAWRENCE E. DAURELLE Mgmt For For
EDWARD A. FOX Mgmt For For
HAROLD F. ILG Mgmt For For
JAMES N. MEEHAN Mgmt For For
PHILIP R. O'CONNOR Mgmt For For
02 APPROVAL OF THE AMENDMENT TO THE RESTATED CERTIFICATE Mgmt Against Against
OF INCORPORATION OF THE COMPANY TO INCREASE
THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY
S CLASS A COMMON STOCK FROM 40,000,000 SHARES
TO 150,000,000 SHARES.
03 APPROVAL OF THE AMENDMENT TO THE RESTATED CERTIFICATE Mgmt Against Against
OF INCORPORATION OF THE COMPANY TO INCREASE
THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY
S PREFERRED STOCK FROM 10,000,000 SHARES TO
50,000,000 SHARES.
04 TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY Mgmt Against Against
COMES BEFORE THE MEETING OR ANY ADJOURNMENT
THEREOF.
- --------------------------------------------------------------------------------------------------------------------------
DEVRY INC. Agenda Number: 932232490
- --------------------------------------------------------------------------------------------------------------------------
Security: 251893103
Meeting Type: Annual
Meeting Date: 16-Nov-2004
Ticker: DV
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
HAROLD T. SHAPIRO Mgmt For For
02 RATIFICATION OF SELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS INDEPENDENT AUDITORS.
- --------------------------------------------------------------------------------------------------------------------------
DIGITAL RIVER, INC. Agenda Number: 932304114
- --------------------------------------------------------------------------------------------------------------------------
Security: 25388B104
Meeting Type: Annual
Meeting Date: 25-May-2005
Ticker: DRIV
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
THOMAS F. MADISON Mgmt For For
02 TO APPROVE AN AMENDMENT AND RESTATEMENT OF THE Mgmt For For
COMPANY S 1998 STOCK OPTION PLAN THAT WOULD
COMBINE THE 1998 PLAN WITH THE 1999 STOCK OPTION
PLAN AND WOULD GIVE THE COMPANY THE FLEXIBILITY
TO GRANT RESTRICTED STOCK AWARDS, RESTRICTED
STOCK UNIT AWARDS AND PERFORMANCE SHARES, IN
ADDITION TO INCENTIVE AND NONSTATUTORY STOCK
OPTIONS, TO THE DIRECTORS, EMPLOYEES AND CONSULTANTS.
03 TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE Mgmt For For
OF THE BOARD OF DIRECTORS OF ERNST & YOUNG
LLP AS INDEPENDENT AUDITORS OF THE COMPANY
FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
DILLARD'S, INC. Agenda Number: 932328152
- --------------------------------------------------------------------------------------------------------------------------
Security: 254067101
Meeting Type: Annual
Meeting Date: 21-May-2005
Ticker: DDS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROBERT C. CONNOR Mgmt Withheld Against
WILL D. DAVIS Mgmt Withheld Against
JOHN PAUL HAMMERSCHMIDT Mgmt Withheld Against
PETER R. JOHNSON Mgmt Withheld Against
02 RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE Mgmt For For
OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT
PUBLIC ACCOUNTANTS OF THE COMPANY FOR 2005.
03 PROPOSAL TO APPROVE THE DILLARD S, INC. STOCK Mgmt Abstain Against
BONUS PLAN.
04 PROPOSAL TO APPROVE THE DILLARD S, INC. STOCK Mgmt For For
PURCHASE PLAN.
05 PROPOSAL TO APPROVE THE DILLARD S, INC. 2005 Mgmt Against Against
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN.
06 STOCKHOLDER PROPOSAL CONCERNING GLOBAL HUMAN Shr Against For
RIGHTS STANDARDS.
- --------------------------------------------------------------------------------------------------------------------------
DOWNEY FINANCIAL CORP. Agenda Number: 932276048
- --------------------------------------------------------------------------------------------------------------------------
Security: 261018105
Meeting Type: Annual
Meeting Date: 27-Apr-2005
Ticker: DSL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GERALD E. FINNELL Mgmt For For
MAURICE L. MCALISTER Mgmt Withheld Against
DANIEL D. ROSENTHAL Mgmt Withheld Against
02 RATIFY THE APPOINTMENT OF KPMG LLP AS AUDITORS Mgmt For For
FOR THE YEAR 2005.
- --------------------------------------------------------------------------------------------------------------------------
DREW INDUSTRIES INCORPORATED Agenda Number: 932312363
- --------------------------------------------------------------------------------------------------------------------------
Security: 26168L205
Meeting Type: Annual
Meeting Date: 18-May-2005
Ticker: DW
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
EDWARD W. ROSE, III Mgmt For For
LEIGH J. ABRAMS Mgmt For For
DAVID L. WEBSTER Mgmt For For
L. DOUGLAS LIPPERT Mgmt For For
JAMES F. GERO Mgmt For For
FREDERICK B. HEGI, JR. Mgmt For For
DAVID A. REED Mgmt For For
JOHN B. LOWE, JR. Mgmt For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT Mgmt For For
AUDITORS.
- --------------------------------------------------------------------------------------------------------------------------
DUANE READE INC. Agenda Number: 932205025
- --------------------------------------------------------------------------------------------------------------------------
Security: 263578106
Meeting Type: Special
Meeting Date: 26-Jul-2004
Ticker: DRD
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED Mgmt For For
AS OF DECEMBER 22, 2003, AS AMENDED, BY AND
AMONG DUANE READE INC., DUANE READE SHAREHOLDERS,
LLC (FORMERLY KNOWN AS REX CORNER HOLDINGS,
LLC), AND DUANE READE ACQUISITION CORP. (FORMERLY
KNOWN AS REX CORNER ACQUISITION CORP.) AND
THE TRANSACTIONS CONTEMPLATED THEREBY, AS FULLY
DESCRIBED IN THE PROXY STATEMENT.
02 TO ADJOURN OR POSTPONE THE SPECIAL MEETING OF Mgmt For For
STOCKHOLDERS, IF NECESSARY, FOR THE PURPOSE
OF SOLICITING ADDITIONAL VOTES FOR PROPOSAL
1.
- --------------------------------------------------------------------------------------------------------------------------
DUCKWALL-ALCO STORES, INC. Agenda Number: 932336072
- --------------------------------------------------------------------------------------------------------------------------
Security: 264142100
Meeting Type: Annual
Meeting Date: 26-May-2005
Ticker: DUCK
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WARREN H. GFELLER Mgmt For For
DENNIS A. MULLIN Mgmt For For
LOLAN C. MACKEY Mgmt For For
JEFFREY MACKE Mgmt For For
ROBERT L. RING Mgmt For For
DENNIS E. LOGUE Mgmt For For
02 RATIFICATION OF THE SELECTION OF KPMG LLP AS Mgmt For For
AUDITORS FOR THE COMPANY.
- --------------------------------------------------------------------------------------------------------------------------
DUPONT PHOTOMASKS, INC. Agenda Number: 932225281
- --------------------------------------------------------------------------------------------------------------------------
Security: 26613X101
Meeting Type: Annual
Meeting Date: 26-Oct-2004
Ticker: DPMI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
PRESTON M. ADCOX Mgmt For For
ISABELLA C M CUNNINGHAM Mgmt For For
SUSAN VLADUCHICK SAM Mgmt For For
02 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS Mgmt For For
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE YEAR
ENDING JUNE 30, 2005.
03 APPROVAL OF AN AMENDMENT TO OUR SECOND AMENDED Mgmt For For
AND RESTATED NON-EMPLOYEE DIRECTORS STOCK OPTION
PLAN TO INCREASE THE NUMBER OF SHARES OF OUR
COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER
THAT PLAN BY 100,000 TO 350,000.
- --------------------------------------------------------------------------------------------------------------------------
DUPONT PHOTOMASKS, INC. Agenda Number: 932267479
- --------------------------------------------------------------------------------------------------------------------------
Security: 26613X101
Meeting Type: Special
Meeting Date: 28-Mar-2005
Ticker: DPMI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO CONSIDER AND VOTE UPON A PROPOSAL TO ADOPT Mgmt For For
THE AGREEMENT AND PLAN OF MERGER, DATED AS
OF OCTOBER 5, 2004, BY AND AMONG TOPPAN PRINTING
CO., LTD., A JAPANESE CORPORATION, TOPPAN CORPORATION,
A DELAWARE CORPORATION AND A DIRECT, WHOLLY
OWNED SUBSIDIARY OF TOPPAN PRINTING CO., LTD.,
AND DUPONT PHOTOMASKS, INC., A DELAWARE CORPORATION,
AS SUCH MAY BE AMENDED FROM TIME TO TIME.
02 TO GRANT THE PERSONS NAMED AS PROXIES DISCRETIONARY Mgmt For For
AUTHORITY TO VOTE TO ADJOURN THE SPECIAL MEETING,
IF NECESSARY, TO SATISFY THE CONDITIONS TO
COMPLETING THE MERGER AS SET FORTH IN THE MERGER
AGREEMENT, INCLUDING FOR THE PURPOSE OF SOLICITING
PROXIES TO VOTE IN FAVOR OF THE ADOPTION OF
THE MERGER AGREEMENT.
- --------------------------------------------------------------------------------------------------------------------------
ECLIPSYS CORPORATION Agenda Number: 932357672
- --------------------------------------------------------------------------------------------------------------------------
Security: 278856109
Meeting Type: Annual
Meeting Date: 29-Jun-2005
Ticker: ECLP
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
EUGENE V. FIFE Mgmt For For
BRADEN R. KELLY Mgmt For For
02 TO APPROVE THE 2005 STOCK INCENTIVE PLAN AND Mgmt Against Against
TO AUTHORIZE FOR ISSUANCE THEREUNDER A TOTAL
OF 2,000,000 SHARES OF THE COMPANY S VOTING
COMMON STOCK, ALL AS MORE FULLY DESCRIBED IN
THE PROXY STATEMENT.
03 TO APPROVE THE 2005 EMPLOYEE STOCK PURCHASE Mgmt For For
PLAN AND TO AUTHORIZE FOR ISSUANCE THEREUNDER
A TOTAL OF 1,000,000 SHARES OF THE COMPANY
S VOTING COMMON STOCK.
04 TO RATIFY THE SELECTION BY THE BOARD OF DIRECTORS Mgmt For For
OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY
S REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
CURRENT FISCAL YEAR.
- --------------------------------------------------------------------------------------------------------------------------
EFUNDS CORPORATION Agenda Number: 932331351
- --------------------------------------------------------------------------------------------------------------------------
Security: 28224R101
Meeting Type: Annual
Meeting Date: 19-May-2005
Ticker: EFD
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JANET M. CLARKE Mgmt For For
ROBERT C. NAKASONE Mgmt For For
HATIM A. TYABJI Mgmt For For
02 TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT Mgmt For For
AUDITORS OF THE COMPANY.
- --------------------------------------------------------------------------------------------------------------------------
EGL, INC. Agenda Number: 932343560
- --------------------------------------------------------------------------------------------------------------------------
Security: 268484102
Meeting Type: Annual
Meeting Date: 31-May-2005
Ticker: EAGL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES R. CRANE Mgmt Withheld Against
FRANK J. HEVRDEJS Mgmt For For
PAUL WILLIAM HOBBY Mgmt For For
MICHAEL K. JHIN Mgmt For For
MILTON CARROLL Mgmt For For
NEIL E. KELLEY Mgmt For For
REBECCA A. MCDONALD Mgmt For For
JAMES C. FLAGG Mgmt For For
ELIJIO V. SERRANO Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
ELECTRONICS FOR IMAGING, INC. Agenda Number: 932328063
- --------------------------------------------------------------------------------------------------------------------------
Security: 286082102
Meeting Type: Annual
Meeting Date: 02-Jun-2005
Ticker: EFII
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GILL COGAN Mgmt For For
JEAN-LOUIS GASSEE Mgmt For For
GUY GECHT Mgmt For For
JAMES S. GREENE Mgmt For For
DAN MAYDAN Mgmt For For
DAVID PETERSCHMIDT Mgmt For For
FRED ROSENZWEIG Mgmt For For
THOMAS I. UNTERBERG Mgmt For For
CHRISTOPHER B. PAISLEY Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
EMMIS COMMUNICATIONS CORPORATION Agenda Number: 932365617
- --------------------------------------------------------------------------------------------------------------------------
Security: 291525103
Meeting Type: Special
Meeting Date: 13-Jun-2005
Ticker: EMMS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 PROPOSAL TO APPROVE THE AMENDMENTS TO THE ARTICLES Mgmt For For
OF INCORPORATION.
- --------------------------------------------------------------------------------------------------------------------------
EMMIS COMMUNICATIONS CORPORATION Agenda Number: 932369134
- --------------------------------------------------------------------------------------------------------------------------
Security: 291525103
Meeting Type: Special
Meeting Date: 13-Jun-2005
Ticker: EMMS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 PROPOSAL TO APPROVE THE AMENDMENTS TO THE ARTICLES Mgmt No vote
OF INCORPORATION.
- --------------------------------------------------------------------------------------------------------------------------
EQUINIX, INC. Agenda Number: 932336553
- --------------------------------------------------------------------------------------------------------------------------
Security: 29444U502
Meeting Type: Annual
Meeting Date: 02-Jun-2005
Ticker: EQIX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
THENG KIAT LEE Mgmt For For
STEVEN CLONTZ Mgmt For For
STEVEN ENG Mgmt For For
GARY HROMADKO Mgmt For For
SCOTT KRIENS Mgmt For For
ANDREW RACHLEFF Mgmt For For
DENNIS RANEY Mgmt For For
PETER VAN CAMP Mgmt For For
MICHELANGELO VOLPI Mgmt Withheld Against
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
EXFO ELECTRO-OPTICAL ENGINEERING INC Agenda Number: 932245120
- --------------------------------------------------------------------------------------------------------------------------
Security: 302043104
Meeting Type: Special
Meeting Date: 12-Jan-2005
Ticker: EXFO
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO ELECT GERMAIN LAMONDE, PIERRE MARCOUILLER, Mgmt For For
GUY MARIER, DAVID A. THOMPSON, ANDRE TREMBLAY
AND MICHAEL UNGER, WHOSE CITIES OF RESIDENCE
ARE INDICATED IN THE MANAGEMENT PROXY CIRCULAR,
AS DIRECTORS OF THE CORPORATION.
02 TO APPOINT PRICEWATERHOUSECOOPERS LLP AS AUDITORS Mgmt For For
AND TO AUTHORIZE THE AUDIT COMMITTEE TO FIX
THEIR REMUNERATION.
03 TO APPROVE THE AMENDMENTS TO THE CORPORATION Mgmt Against Against
S STOCK OPTION PLAN AS SET FORTH IN SCHEDULES
A AND A-1 TO THE MANAGEMENT PROXY CIRCULAR.
04 TO APPROVE THE CORPORATION S DEFERRED SHARE Mgmt For For
UNIT PLAN FOR THE MEMBERS OF THE BOARD OF DIRECTORS
AS SET FORTH IN SCHEDULES B AND B-1 TO THE
MANAGEMENT PROXY CIRCULAR.
- --------------------------------------------------------------------------------------------------------------------------
EYETECH PHARMACEUTICALS, INC. Agenda Number: 932312135
- --------------------------------------------------------------------------------------------------------------------------
Security: 302297106
Meeting Type: Annual
Meeting Date: 11-May-2005
Ticker: EYET
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
PHILLIP M. SATOW Mgmt For For
SAMIR PATEL Mgmt For For
MICHAEL J. REGAN Mgmt For For
DAMION E. WICKER Mgmt For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS INDEPENDENT PUBLIC ACCOUNTANT FOR EYETECH
PHARMACEUTICALS, INC. FOR THE YEAR ENDING DECEMBER
31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
FAIRCHILD SEMICONDUCTOR INTL., INC. Agenda Number: 932288384
- --------------------------------------------------------------------------------------------------------------------------
Security: 303726103
Meeting Type: Annual
Meeting Date: 04-May-2005
Ticker: FCS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
KIRK P. POND Mgmt For For
JOSEPH R. MARTIN Mgmt For For
CHARLES P. CARINALLI Mgmt For For
CHARLES M. CLOUGH Mgmt For For
ROBERT F. FRIEL Mgmt For For
THOMAS L. MAGNANTI Mgmt For For
BRYAN R. ROUB Mgmt For For
RONALD W. SHELLY Mgmt For For
WILLIAM N. STOUT Mgmt For For
02 PROPOSAL TO AMEND AND APPROVE THE FAIRCHILD Mgmt For For
SEMICONDUCTOR STOCK PLAN.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP Mgmt For For
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2005.
- --------------------------------------------------------------------------------------------------------------------------
FARO TECHNOLOGIES, INC. Agenda Number: 932326920
- --------------------------------------------------------------------------------------------------------------------------
Security: 311642102
Meeting Type: Annual
Meeting Date: 17-May-2005
Ticker: FARO
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GREGORY A. FRASER Mgmt Withheld Against
STEPHEN R. COLE Mgmt Withheld Against
- --------------------------------------------------------------------------------------------------------------------------
FELCOR LODGING TRUST INCORPORATED Agenda Number: 932281227
- --------------------------------------------------------------------------------------------------------------------------
Security: 31430F101
Meeting Type: Annual
Meeting Date: 17-May-2005
Ticker: FCH
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
THOMAS J. CORCORAN, JR. Mgmt For For
DONALD J. MCNAMARA Mgmt For For
MICHAEL D. ROSE Mgmt For For
DAVID C. KLOEPPEL Mgmt For For
02 APPROVAL OF FELCOR S 2005 RESTRICTED STOCK AND Mgmt For For
STOCK OPTION PLAN.
03 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS FELCOR S INDEPENDENT AUDITORS.
- --------------------------------------------------------------------------------------------------------------------------
FIFTH THIRD BANCORP Agenda Number: 932262380
- --------------------------------------------------------------------------------------------------------------------------
Security: 316773100
Meeting Type: Annual
Meeting Date: 22-Mar-2005
Ticker: FITB
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES P. HACKETT Mgmt For For
JOAN R. HERSCHEDE Mgmt For For
ROBERT L. KOCH II Mgmt For For
KENNETH W. LOWE Mgmt For For
THOMAS W. TRAYLOR Mgmt For For
02 PROPOSAL TO AMEND THE CODE OR REGULATIONS TO Mgmt For For
REDUCE THE DEFAULT NUMBER OF DIRECTORS AND
TO REDUCE THE MINIMUM NUMBER OF DIRECTORS THE
BOARD MAY SET WITHOUT SHAREHOLDER APPROVAL.
03 PROPOSAL TO APPROVE THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR
THE YEAR 2005.
- --------------------------------------------------------------------------------------------------------------------------
FIRST NATIONAL BANKSHARES OF FLORIDA Agenda Number: 932233860
- --------------------------------------------------------------------------------------------------------------------------
Security: 321100109
Meeting Type: Special
Meeting Date: 22-Nov-2004
Ticker: FLB
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 PROPOSAL TO APPROVE AN AMENDED AND RESTATED Mgmt No vote
AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER
22, 2004 AMONG FIFTH THIRD BANCORP, FIFTH THIRD
FINANCIAL CORPORATION AND FIRST NATIONAL BANKSHARES
OF FLORIDA, INC. PROVIDING FOR THE MERGER OF
FIRST NATIONAL BANKSHARES OF FLORIDA, INC.
WITH AND INTO FIFTH THIRD FINANCIAL CORPORATION.
- --------------------------------------------------------------------------------------------------------------------------
FIRST NATL BANKSHARES OF FLORIDA INC Agenda Number: 932207601
- --------------------------------------------------------------------------------------------------------------------------
Security: 321100109
Meeting Type: Special
Meeting Date: 01-Sep-2004
Ticker: FLB
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO APPROVE THE AGREEMENT AND PLAN OF MERGER, Mgmt For For
DATED AS OF MARCH 19, 2004, BY AND BETWEEN
FIRST NATIONAL BANKSHARES OF FLORIDA, INC.
AND SOUTHERN COMMUNITY BANCORP AND APPROVE
THE MERGER AND OTHER TRANSACTIONS CONTEMPLATED
IN THE AGREEMENT AND PLAN OF MERGER.
- --------------------------------------------------------------------------------------------------------------------------
FISHER SCIENTIFIC INTERNATIONAL INC. Agenda Number: 932302021
- --------------------------------------------------------------------------------------------------------------------------
Security: 338032204
Meeting Type: Annual
Meeting Date: 06-May-2005
Ticker: FSH
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROSANNE F. COPPOLA Mgmt For For
BRUCE L. KOEPFGEN Mgmt For For
PAUL M. MEISTER Mgmt For For
W. CLAYTON STEPHENS Mgmt For For
RICHARD W. VIESER Mgmt For For
02 APPROVAL AND ADOPTION OF THE FISHER SCIENTIFIC Mgmt For For
2005 EQUITY AND INCENTIVE PLAN.
03 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP, THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF THE COMPANY FOR THE CURRENT FISCAL
YEAR.
- --------------------------------------------------------------------------------------------------------------------------
FORMFACTOR, INC. Agenda Number: 932331325
- --------------------------------------------------------------------------------------------------------------------------
Security: 346375108
Meeting Type: Annual
Meeting Date: 19-May-2005
Ticker: FORM
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
G. CARL EVERETT, JR. Mgmt For For
DR. HOMA BAHRAMI Mgmt For For
02 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS INDEPENDENT AUDITOR OF FORMFACTOR, INC.
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
FOUNDATION COAL HOLDINGS, INC. Agenda Number: 932315282
- --------------------------------------------------------------------------------------------------------------------------
Security: 35039W100
Meeting Type: Annual
Meeting Date: 19-May-2005
Ticker: FCL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM E. MACAULAY Mgmt For For
PRAKASH A. MELWANI Mgmt For For
HANS J. MENDE Mgmt For For
DAVID I. FOLEY Mgmt For For
ALEX T. KRUEGER Mgmt For For
JOSHUA H. ASTROF Mgmt For For
WILLIAM J. CROWLEY, JR. Mgmt For For
JOEL RICHARDS, III Mgmt For For
JAMES F. ROBERTS Mgmt For For
02 APPROVE ERNST & YOUNG LLP AS FOUNDATION S INDEPENDENT Mgmt For For
PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2005.
03 ANY OTHER MATTERS THAT PROPERLY COME BEFORE Mgmt Against Against
THE MEETING.
- --------------------------------------------------------------------------------------------------------------------------
GAYLORD ENTERTAINMENT COMPANY Agenda Number: 932299010
- --------------------------------------------------------------------------------------------------------------------------
Security: 367905106
Meeting Type: Annual
Meeting Date: 05-May-2005
Ticker: GET
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
E.K. GAYLORD II Mgmt For For
E. GORDON GEE Mgmt For For
ELLEN LEVINE Mgmt For For
ROBERT P. BOWEN Mgmt For For
RALPH HORN Mgmt For For
MICHAEL J. BENDER Mgmt For For
LAURENCE S. GELLER Mgmt For For
MICHAEL D. ROSE Mgmt For For
COLIN V. REED Mgmt For For
MICHAEL I. ROTH Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
GEN-PROBE INCORPORATED Agenda Number: 932315624
- --------------------------------------------------------------------------------------------------------------------------
Security: 36866T103
Meeting Type: Annual
Meeting Date: 19-May-2005
Ticker: GPRO
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RAYMOND V. DITTAMORE Mgmt For For
ABRAHAM D. SOFAER Mgmt For For
PHILLIP M. SCHNEIDER Mgmt For For
02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Mgmt For For
AS THE COMPANY S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
GENERAL COMMUNICATION, INC. Agenda Number: 932354739
- --------------------------------------------------------------------------------------------------------------------------
Security: 369385109
Meeting Type: Annual
Meeting Date: 27-Jun-2005
Ticker: GNCMA
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JERRY A. EDGERTON Mgmt For For
02 TO APPROVE AN AMENDMENT TO, AND RATIFY A RESTATEMENT Mgmt For For
OF, OUR AMENDED AND RESTATED 1986 STOCK OPTION
PLAN, INCLUDING ESTABLISHING CERTAIN INCENTIVE
STOCK OPTIONS, NONSTATUTORY STOCK OPTIONS,
RESTRICTED STOCK AWARDS AND OTHERWISE REVISING
THE PLAN.
- --------------------------------------------------------------------------------------------------------------------------
GENESCO INC. Agenda Number: 932358080
- --------------------------------------------------------------------------------------------------------------------------
Security: 371532102
Meeting Type: Annual
Meeting Date: 22-Jun-2005
Ticker: GCO
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
L.L. BERRY Mgmt For For
W.F. BLAUFUSS, JR. Mgmt For For
R.V. DALE Mgmt For For
M.C. DIAMOND Mgmt For For
M.G. DICKENS Mgmt For For
B.T. HARRIS Mgmt For For
K. MASON Mgmt For For
H.N. PENNINGTON Mgmt For For
W.A. WILLIAMSON, JR. Mgmt For For
02 APPROVAL OF GENESCO 2005 EQUITY INCENTIVE PLAN. Mgmt For For
03 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM.
- --------------------------------------------------------------------------------------------------------------------------
GENESIS HEALTHCARE CORPORATION Agenda Number: 932257745
- --------------------------------------------------------------------------------------------------------------------------
Security: 37184D101
Meeting Type: Annual
Meeting Date: 23-Feb-2005
Ticker: GHCI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GEORGE V. HAGER, JR. Mgmt For For
KEVIN M. KELLEY Mgmt For For
02 TO AMEND THE 2003 STOCK INCENTIVE PLAN TO INCREASE Mgmt For For
THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE
FOR ISSUANCE UNDER THE 2003 STOCK INCENTIVE
PLAN, AS MORE FULLY DESCRIBED IN THE ACCOMPANYING
PROXY STATEMENT.
- --------------------------------------------------------------------------------------------------------------------------
GIBRALTAR INDUSTRIES, INC. Agenda Number: 932328138
- --------------------------------------------------------------------------------------------------------------------------
Security: 374689107
Meeting Type: Annual
Meeting Date: 19-May-2005
Ticker: ROCK
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
BRIAN J. LIPKE Mgmt For For
ARTHUR A. RUSS, JR. Mgmt Withheld Against
WILLIAM P. MONTAGUE Mgmt For For
02 PROPOSAL TO APPROVE THE GIBRALTAR INDUSTRIES, Mgmt For For
INC. 2005 EQUITY INCENTIVE PLAN.
- --------------------------------------------------------------------------------------------------------------------------
GILDAN ACTIVEWEAR INC. Agenda Number: 932250929
- --------------------------------------------------------------------------------------------------------------------------
Security: 375916103
Meeting Type: Special
Meeting Date: 02-Feb-2005
Ticker: GIL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROBERT M. BAYLIS Mgmt For For
GLENN J. CHAMANDY Mgmt For For
WILLIAM H. HOUSTON III Mgmt For For
PIERRE ROBITAILLE Mgmt For For
GERALD H.B. ROSS Mgmt For For
RICHARD P. STRUBEL Mgmt For For
GONZALO F. VALDES-FAULI Mgmt For For
02 AMENDING THE ARTICLES OF THE CORPORATION IN Mgmt For For
ORDER TO (I) CREATE A NEW CLASS OF SHARES;
(II) CHANGE EACH OF THE ISSUED AND OUTSTANDING
CLASS A SUBORDINATE VOTING SHARES INTO ONE
OF THE COMMON SHARES CREATED; (III) AFTER GIVING
EFFECT TO THE CHANGE, REMOVE THE CLASS B MULTIPLE
AND THE CLASS A SUBORDINATE VOTING SHARES;
AND (IV) CHANGE THE FRENCH FORM OF ITS NAME
03 AMENDING THE ARTICLES OF THE CORPORATION IN Mgmt For For
ORDER TO CHANGE THE MAXIMUM NUMBER OF DIRECTORS
FROM 15 TO 10
04 CONFIRMING THE ADOPTION AND RATIFYING THE SHAREHOLDER Mgmt For For
RIGHTS PLAN ADOPTED BY THE BOARD OF DIRECTORS
OF THE CORPORATION ON DECEMBER 1, 2004
05 APPOINTMENT OF KPMG LLP AS AUDITORS Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
GLOBAL INDUSTRIES, LTD. Agenda Number: 932315953
- --------------------------------------------------------------------------------------------------------------------------
Security: 379336100
Meeting Type: Annual
Meeting Date: 17-May-2005
Ticker: GLBL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM J. DORE Mgmt For For
JAMES C. DAY Mgmt For For
EDWARD P. DJEREJIAN Mgmt For For
EDGAR G. HOTARD Mgmt For For
RICHARD A. PATTAROZZI Mgmt For For
JAMES L. PAYNE Mgmt For For
MICHAEL J. POLLOCK Mgmt For For
LUIS K. TELLEZ Mgmt For For
02 APPROVAL OF THE GLOBAL INDUSTRIES, LTD. 2005 Mgmt For For
STOCK INCENTIVE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS INDEPENDENT AUDITORS OF THE
COMPANY TO SERVE FOR THE 2005 FISCAL YEAR.
- --------------------------------------------------------------------------------------------------------------------------
GLOBAL POWER EQUIPMENT GROUP INC. Agenda Number: 932334496
- --------------------------------------------------------------------------------------------------------------------------
Security: 37941P108
Meeting Type: Annual
Meeting Date: 09-Jun-2005
Ticker: GEG
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ADRIAN W. DOHERTY JR. Mgmt For For
MICHAEL L. GREENWOOD Mgmt For For
JERRY E. RYAN Mgmt For For
02 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
OF THE COMPANY FOR FISCAL 2005.
- --------------------------------------------------------------------------------------------------------------------------
GOODY'S FAMILY CLOTHING, INC. Agenda Number: 932357379
- --------------------------------------------------------------------------------------------------------------------------
Security: 382588101
Meeting Type: Annual
Meeting Date: 15-Jun-2005
Ticker: GDYS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
IRWIN L. LOWENSTEIN Mgmt For For
CHERYL L. TURNBULL Mgmt For For
02 APPROVAL OF THE GOODY S FAMILY CLOTHING, INC. Mgmt For For
2005 STOCK INCENTIVE PLAN.
- --------------------------------------------------------------------------------------------------------------------------
GUITAR CENTER, INC. Agenda Number: 932303744
- --------------------------------------------------------------------------------------------------------------------------
Security: 402040109
Meeting Type: Annual
Meeting Date: 05-May-2005
Ticker: GTRC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MARTY ALBERTSON Mgmt For For
GEORGE JONES Mgmt For For
LARRY LIVINGSTON Mgmt For For
GEORGE MRKONIC Mgmt For For
KENNETH REISS Mgmt For For
WALTER ROSSI Mgmt For For
PETER STARRETT Mgmt For For
02 TO APPROVE AN AMENDMENT TO THE 2004 GUITAR CENTER, Mgmt For For
INC. INCENTIVE STOCK AWARD PLAN TO INCREASE
THE NUMBER OF SHARES THAT MAY BE ISSUED UNDER
THE PLAN FROM 1,400,000 TO 2,100,000.
03 TO APPROVE AN AMENDMENT TO THE 2004 GUITAR CENTER, Mgmt For For
INC. INCENTIVE STOCK AWARD PLAN TO INCREASE
THE AUTHORIZED CASH AWARD LIMIT FROM $2,000,000
TO $6,000,000.
04 TO RATIFY THE SELECTION OF KPMG LLP AS GUITAR Mgmt For For
CENTER S INDEPENDENT AUDITORS FOR THE YEAR
ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
HARBOR FLORIDA BANCSHARES, INC. Agenda Number: 932247136
- --------------------------------------------------------------------------------------------------------------------------
Security: 411901101
Meeting Type: Annual
Meeting Date: 28-Jan-2005
Ticker: HARB
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
I DIRECTOR
BRUCE R. ABERNETHY, SR. Mgmt For For
STANDISH C. CRIPPEN Mgmt For For
RICHARD L. LYNCH Mgmt For For
EDWIN R. MASSEY Mgmt For For
II RATIFICATION OF THE APPOINTMENT OF KPMG LLP, Mgmt For For
CERTIFIED PUBLIC ACCOUNTANTS, AS HARBOR FLORIDA
BANCSHARES INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30,
2005.
- --------------------------------------------------------------------------------------------------------------------------
HARVARD BIOSCIENCE, INC. Agenda Number: 932325699
- --------------------------------------------------------------------------------------------------------------------------
Security: 416906105
Meeting Type: Annual
Meeting Date: 19-May-2005
Ticker: HBIO
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DAVID GREEN Mgmt For For
JOHN F. KENNEDY Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
HI/FN, INC. Agenda Number: 932256717
- --------------------------------------------------------------------------------------------------------------------------
Security: 428358105
Meeting Type: Annual
Meeting Date: 17-Feb-2005
Ticker: HIFN
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DOUGLAS WHITING Mgmt For For
ALBERT SISTO Mgmt For For
02 PROPOSAL TO RATIFY AND APPROVE AN AMENDMENT Mgmt Against Against
TO THE HIFN 2001 NONSTATUTORY STOCK OPTION
PLAN TO PROVIDE FOR AN INCREASE IN THE NUMBER
OF SHARES AVAILABLE FOR ISSUANCE THEREUNDER
BY 500,000 SHARES TO 2,500,000 SHARES
03 PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERSMgmt For For
LLP AS INDEPENDENT AUDITORS OF HIFN FOR THE
FISCAL YEAR ENDING SEPTEMBER 30, 2005
- --------------------------------------------------------------------------------------------------------------------------
HIBERNIA CORPORATION Agenda Number: 932270464
- --------------------------------------------------------------------------------------------------------------------------
Security: 428656102
Meeting Type: Annual
Meeting Date: 20-Apr-2005
Ticker: HIB
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
PAUL CANDIES Mgmt For For
SIDNEY W. LASSEN Mgmt For For
JANEE MERCADEL-TUCKER Mgmt For For
RAY B. NESBITT Mgmt For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS INDEPENDENT AUDITORS FOR THE COMPANY FOR
2005
- --------------------------------------------------------------------------------------------------------------------------
HILB, ROGAL AND HOBBS COMPANY Agenda Number: 932299375
- --------------------------------------------------------------------------------------------------------------------------
Security: 431294107
Meeting Type: Annual
Meeting Date: 03-May-2005
Ticker: HRH
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
THEODORE L. CHANDLER JR Mgmt For For
NORWOOD H. DAVIS, JR. Mgmt For For
TIMOTHY J. KORMAN Mgmt For For
THOMAS H. O'BRIEN Mgmt For For
WARREN M. THOMPSON Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS INDEPENDENT AUDITORS OF THE COMPANY
S 2005 FINANCIAL STATEMENTS.
- --------------------------------------------------------------------------------------------------------------------------
HOT TOPIC, INC. Agenda Number: 932338759
- --------------------------------------------------------------------------------------------------------------------------
Security: 441339108
Meeting Type: Annual
Meeting Date: 15-Jun-2005
Ticker: HOTT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CYNTHIA COHEN Mgmt For For
CORRADO FEDERICO Mgmt For For
W. SCOTT HEDRICK Mgmt For For
KATHLEEN MASON Mgmt For For
ELIZABETH MCLAUGHLIN Mgmt For For
BRUCE QUINNELL Mgmt For For
ANDREW SCHUON Mgmt For For
02 TO APPROVE THE AMENDMENT OF THE COMPANY S 1996 Mgmt For For
EQUITY INCENTIVE PLAN TO REMOVE THE LIMIT ON
THE MAXIMUM NUMBER OF RESTRICTED STOCK GRANTS
AND EXTEND THE EXERCISE PERIOD FOR CERTAIN
STOCK AWARDS AFTER TERMINATION OF A PARTICIPANT
S CONTINUOUS SERVICE TO US.
03 TO APPROVE THE AMENDMENT OF THE COMPANY S 1996 Mgmt For For
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN TO
EXTEND THE EXERCISE PERIOD FOR STOCK OPTIONS
AFTER TERMINATION OF A PARTICIPANT S CONTINUOUS
SERVICE TO US.
04 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Mgmt For For
AS INDEPENDENT AUDITORS OF THE COMPANY FOR
THE FISCAL YEAR ENDING JANUARY 28, 2006.
- --------------------------------------------------------------------------------------------------------------------------
HOUSTON EXPLORATION COMPANY Agenda Number: 932281479
- --------------------------------------------------------------------------------------------------------------------------
Security: 442120101
Meeting Type: Annual
Meeting Date: 26-Apr-2005
Ticker: THX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROBERT B. CATELL Mgmt For For
JOHN U. CLARKE Mgmt For For
DAVID G. ELKINS Mgmt For For
WILLIAM G. HARGETT Mgmt For For
HAROLD R. LOGAN, JR. Mgmt For For
THOMAS A. MCKEEVER Mgmt For For
STEPHEN W. MCKESSY Mgmt For For
DONALD C. VAUGHN Mgmt For For
02 TO AMEND THE COMPANY S RESTATED CERTIFICATE Mgmt For For
OF INCORPORATION INCREASING THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK, PAR VALUE $0.01 PER
SHARE, FROM 50,000,000, TO 100,000,000 SHARES.
03 RATIFICATION AND APPROVAL OF DELOITTE & TOUCHE Mgmt For For
LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
HUB GROUP, INC. Agenda Number: 932299666
- --------------------------------------------------------------------------------------------------------------------------
Security: 443320106
Meeting Type: Annual
Meeting Date: 04-May-2005
Ticker: HUBG
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
PHILLIP C. YEAGER Mgmt Withheld Against
DAVID P. YEAGER Mgmt Withheld Against
MARK A. YEAGER Mgmt Withheld Against
GARY D. EPPEN Mgmt For For
CHARLES R. REAVES Mgmt For For
MARTIN P. SLARK Mgmt For For
02 APPROVAL OF THE AMENDMENT TO THE CERTIFICATE Mgmt Against Against
OF INCORPORATION TO INCREASE AUTHORIZED SHARES
OF CLASS A COMMON STOCK.
- --------------------------------------------------------------------------------------------------------------------------
HUDSON HIGHLAND GROUP, INC. Agenda Number: 932293777
- --------------------------------------------------------------------------------------------------------------------------
Security: 443792106
Meeting Type: Annual
Meeting Date: 06-May-2005
Ticker: HHGP
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RICHARD W. PEHLKE Mgmt Withheld Against
RENE SCHUSTER Mgmt Withheld Against
02 PROPOSAL TO APPROVE AN AMENDMENT TO THE HUDSON Mgmt Against Against
HIGHLAND GROUP, INC. LONG TERM INCENTIVE PLAN
03 RATIFICATION OF THE APPOINTMENT OF BDO SEIDMAN, Mgmt For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------------------------------------------------
HUDSON UNITED BANCORP Agenda Number: 932288663
- --------------------------------------------------------------------------------------------------------------------------
Security: 444165104
Meeting Type: Annual
Meeting Date: 27-Apr-2005
Ticker: HU
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN H. TATIGIAN, JR. Mgmt For For
BRIAN FLYNN Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
HYPERION SOLUTIONS CORPORATION Agenda Number: 932228059
- --------------------------------------------------------------------------------------------------------------------------
Security: 44914M104
Meeting Type: Annual
Meeting Date: 10-Nov-2004
Ticker: HYSL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
HENRY AUTRY Mgmt For For
TERRY CARLITZ Mgmt For For
YORGEN EDHOLM Mgmt For For
02 TO APPROVE A NEW 2004 EQUITY INCENTIVE PLAN. Mgmt For For
03 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS
FOR THE FISCAL YEAR ENDING JUNE 30, 2005.
- --------------------------------------------------------------------------------------------------------------------------
IDENTIX INCORPORATED Agenda Number: 932222778
- --------------------------------------------------------------------------------------------------------------------------
Security: 451906101
Meeting Type: Annual
Meeting Date: 28-Oct-2004
Ticker: IDNX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MILTON E. COOPER Mgmt For For
DR. JOSEPH J. ATICK Mgmt For For
MALCOLM J. GUDIS Mgmt For For
DR. JOHN E. HAUGO Mgmt For For
GEORGE LATIMER Mgmt For For
JOHN E. LAWLER Mgmt For For
PATRICK H. MORTON Mgmt For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
OF THE COMPANY FOR THE FISCAL YEAR ENDING JUNE
30, 2005.
- --------------------------------------------------------------------------------------------------------------------------
IMPCO TECHNOLOGIES, INC. Agenda Number: 932262607
- --------------------------------------------------------------------------------------------------------------------------
Security: 45255W106
Meeting Type: Special
Meeting Date: 10-Mar-2005
Ticker: IMCO
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 PROPOSAL TO APPROVE THE PURCHASE OF THE FOUNDERS Mgmt For For
INTEREST, INCLUDING THE ISSUANCE OF 5,098,284
SHARES OF IMPCO COMMON STOCK, AND TO TAKE THE
ACTIONS AND ENTER INTO THE TRANSACTIONS COMTEMPLATED
BY THAT CERTAIN EQUITY INTEREST PURCHASE AGREEMENT
DATED OCTOBER 22, 2004, AS AMENDED, TO THE
SELLERS OF BRC AND TO ACQUIRE THE REMAINING
50% EQUITY INTEREST IN BRC.
- --------------------------------------------------------------------------------------------------------------------------
IMPCO TECHNOLOGIES, INC. Agenda Number: 932351202
- --------------------------------------------------------------------------------------------------------------------------
Security: 45255W106
Meeting Type: Annual
Meeting Date: 09-Jun-2005
Ticker: IMCO
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
I DIRECTOR
NORMAN L. BRYAN Mgmt For For
DON J. SIMPLOT Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
IMS HEALTH INCORPORATED Agenda Number: 932289425
- --------------------------------------------------------------------------------------------------------------------------
Security: 449934108
Meeting Type: Annual
Meeting Date: 29-Apr-2005
Ticker: RX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DAVID R. CARLUCCI Mgmt For For
CONSTANTINE L. CLEMENTE Mgmt Withheld Against
KATHRYN E. GIUSTI Mgmt Withheld Against
M. BERNARD PUCKETT Mgmt Withheld Against
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2005.
03 APPROVAL OF THE SHAREHOLDER PROPOSAL RELATING Shr For Against
TO THE SHAREHOLDER RIGHTS PLAN.
- --------------------------------------------------------------------------------------------------------------------------
INFOCROSSING, INC. Agenda Number: 932357999
- --------------------------------------------------------------------------------------------------------------------------
Security: 45664X109
Meeting Type: Annual
Meeting Date: 13-Jun-2005
Ticker: IFOX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
I DIRECTOR
ZACH LONSTEIN Mgmt For For
ROBERT B. WALLACH Mgmt For For
JEREMIAH M. HEALY Mgmt For For
II PROPOSAL TO ADOPT THE 2005 STOCK PLAN Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
INFOUSA INC. Agenda Number: 932293842
- --------------------------------------------------------------------------------------------------------------------------
Security: 456818301
Meeting Type: Annual
Meeting Date: 29-Apr-2005
Ticker: IUSA
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MARTIN F. KAHN Mgmt For For
DR. CHARLES W. STRYKER Mgmt For For
DENNIS P. WALKER Mgmt For For
02 PROPOSAL TO APPROVE AN AMENDMENT TO THE INFOUSA Mgmt Against Against
1997 STOCK OPTION PLAN INCREASING THE NUMBER
OF SHARES AVAILABLE FOR ISSUANCE UNDER THE
PLAN BY 3,000,000.
- --------------------------------------------------------------------------------------------------------------------------
INSIGHT COMMUNICATIONS COMPANY, INC. Agenda Number: 932301752
- --------------------------------------------------------------------------------------------------------------------------
Security: 45768V108
Meeting Type: Annual
Meeting Date: 26-Apr-2005
Ticker: ICCI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
SIDNEY R. KNAFEL Mgmt For For
MICHAEL S. WILLNER Mgmt For For
DINNI JAIN Mgmt For For
THOMAS L. KEMPNER Mgmt Withheld Against
GERALDINE B. LAYBOURNE Mgmt For For
DAVID C. LEE Mgmt For For
JAMES S. MARCUS Mgmt For For
02 PROPOSAL TO APPROVE AMENDMENT TO THE 1999 EQUITY Mgmt Against Against
INCENTIVE PLAN.
03 SELECTION OF INDEPENDENT AUDITORS. Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
INSITUFORM TECHNOLOGIES, INC. Agenda Number: 932293323
- --------------------------------------------------------------------------------------------------------------------------
Security: 457667103
Meeting Type: Annual
Meeting Date: 27-Apr-2005
Ticker: INSU
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
PAUL A. BIDDELMAN Mgmt For For
STEPHEN P. CORTINOVIS Mgmt For For
JOHN P. DUBINSKY Mgmt For For
JUANITA H. HINSHAW Mgmt For For
ALFRED T. MCNEILL Mgmt For For
THOMAS S. ROONEY, JR. Mgmt For For
SHELDON WEINIG Mgmt For For
ALFRED L. WOODS Mgmt For For
02 PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF Mgmt For For
INCORPORATION.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERSMgmt For For
LLP AS INDEPENDENT PUBLIC AUDITORS.
- --------------------------------------------------------------------------------------------------------------------------
INTERPOOL, INC. Agenda Number: 932245360
- --------------------------------------------------------------------------------------------------------------------------
Security: 46062R108
Meeting Type: Annual
Meeting Date: 15-Dec-2004
Ticker: IPLI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WARREN L. SERENBETZ JR Mgmt For For
JOSEPH J. WHALEN Mgmt For For
CLIFTON H.W. MALONEY Mgmt For For
MICHAEL S. MATHEWS Mgmt For For
WILLIAM J. SHEA, JR. Mgmt For For
02 APPROVAL OF THE 2004 STOCK OPTION PLAN FOR KEY Mgmt Against Against
EMPLOYEES AND DIRECTORS OF INTERPOOL, INC.
03 APPROVAL OF INTERPOOL, INC. 2004 NONQUALIFIED Mgmt For For
STOCK OPTION PLAN FOR NON-EMPLOYEE, NON-OFFICER
DIRECTORS.
04 RATIFICATION OF APPOINTMENT OF KPMG LLP AS THE Mgmt For For
COMPANY S INDEPENDENT ACCOUNTANTS FOR THE 2004
FISCAL YEAR.
- --------------------------------------------------------------------------------------------------------------------------
INTERPOOL, INC. Agenda Number: 932365427
- --------------------------------------------------------------------------------------------------------------------------
Security: 46062R108
Meeting Type: Special
Meeting Date: 30-Jun-2005
Ticker: IPX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPROVAL OF THE ISSUANCE OF UP TO 2,857,565 Mgmt For For
SHARES OF INTERPOOL, INC. COMMON STOCK UPON
THE EXERCISE OF CERTAIN SERIES B WARRANTS ISSUED
BY THE COMPANY IN CONNECTION WITH A PRIVATE
TRANSACTION CONSUMMATED BY THE COMPANY.
- --------------------------------------------------------------------------------------------------------------------------
INTEVAC, INC. Agenda Number: 932315371
- --------------------------------------------------------------------------------------------------------------------------
Security: 461148108
Meeting Type: Annual
Meeting Date: 19-May-2005
Ticker: IVAC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
NORMAN H. POND Mgmt For For
KEVIN FAIRBAIRN Mgmt For For
DAVID S. DURY Mgmt For For
STANLEY J. HILL Mgmt For For
DAVID N. LAMBETH Mgmt For For
ROBERT LEMOS Mgmt For For
ARTHUR L. MONEY Mgmt Withheld Against
02 PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY Mgmt For For
S BYLAWS TO INCREASE THE RANGE OF AUTHORIZED
DIRECTORS TO A RANGE OF FIVE TO NINE.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF GRANT Mgmt For For
THORNTON LLP AS INDEPENDENT PUBLIC ACCOUNTANTS
OF INTEVAC FOR THE FISCAL YEAR ENDING DECEMBER
31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
INTUITIVE SURGICAL, INC. Agenda Number: 932320889
- --------------------------------------------------------------------------------------------------------------------------
Security: 46120E602
Meeting Type: Annual
Meeting Date: 20-May-2005
Ticker: ISRG
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROBERT W. DUGGAN Mgmt For For
WILLIAM J. MERCER Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
INVERESK RESEARCH GROUP, INC. Agenda Number: 932225774
- --------------------------------------------------------------------------------------------------------------------------
Security: 461238107
Meeting Type: Special
Meeting Date: 20-Oct-2004
Ticker: IRGI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF Mgmt For For
MERGER, DATED AS OF JUNE 30, 2004, AS AMENDED,
BY AND AMONG CHARLES RIVER LABORATORIES INTERNATIONAL,
INC., INDIGO MERGER I CORP., INDIGO MERGER
II LLC AND THE COMPANY, ATTACHED TO THE PROXY
STATEMENT AS APPENDIX A, AND APPROVE THE TRANSACTION
CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER.
02 PROPOSAL TO APPROVE AN ADJOURNMENT OR POSTPONEMENT Mgmt Against Against
OF THE SPECIAL MEETING, IF NECESSARY TO SOLICIT
ADDITIONAL PROXIES IN FAVOR OF THE ADOPTION
OF THE MERGER AGREEMENT REFERRED TO IN ITEM
1.
- --------------------------------------------------------------------------------------------------------------------------
INVESTMENT TECHNOLOGY GROUP, INC. Agenda Number: 932285085
- --------------------------------------------------------------------------------------------------------------------------
Security: 46145F105
Meeting Type: Annual
Meeting Date: 10-May-2005
Ticker: ITG
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
J. WILLIAM BURDETT Mgmt For For
WILLIAM I JACOBS Mgmt For For
TIMOTHY L. JONES Mgmt For For
RAYMOND L. KILLIAN, JR. Mgmt For For
ROBERT L. KING Mgmt For For
MAUREEN O'HARA Mgmt For For
BRIAN J. STECK Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF KPMG LLP Mgmt For For
AS THE INDEPENDENT AUDITORS FOR THE 2005 FISCAL
YEAR.
- --------------------------------------------------------------------------------------------------------------------------
ISTAR FINANCIAL INC. Agenda Number: 932329293
- --------------------------------------------------------------------------------------------------------------------------
Security: 45031U101
Meeting Type: Annual
Meeting Date: 25-May-2005
Ticker: SFI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAY SUGARMAN Mgmt For For
WILLIS ANDERSEN, JR. Mgmt For For
ROBERT W. HOLMAN, JR. Mgmt For For
ROBIN JOSEPHS Mgmt For For
JOHN G. MCDONALD Mgmt For For
GEORGE R. PUSKAR Mgmt For For
JEFFREY A. WEBER Mgmt For For
02 APPROVAL OF EXPANDING THE ISTAR FINANCIAL INC. Mgmt Against Against
EXECUTIVE AND DIRECTOR HIGH PERFORMANCE UNIT
PROGRAM TO ADD A 2007 PLAN, 2008 PLAN AND 2009
PLAN.
03 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
ITT EDUCATIONAL SERVICES, INC. Agenda Number: 932289045
- --------------------------------------------------------------------------------------------------------------------------
Security: 45068B109
Meeting Type: Annual
Meeting Date: 03-May-2005
Ticker: ESI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN E. DEAN Mgmt For For
JAMES D. FOWLER, JR. Mgmt For For
VIN WEBER Mgmt For For
02 APPROVAL OF THE AMENDMENT OF ITT/ESI S RESTATED Mgmt Against Against
CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF ITT/ESI COMMON
STOCK, $0.01 PAR VALUE PER SHARE, FROM 150,000,000
TO 300,000,000.
- --------------------------------------------------------------------------------------------------------------------------
IXIA Agenda Number: 932324483
- --------------------------------------------------------------------------------------------------------------------------
Security: 45071R109
Meeting Type: Annual
Meeting Date: 19-May-2005
Ticker: XXIA
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JEAN-CLAUDE ASSCHER Mgmt Withheld Against
MASSOUD ENTEKHABI Mgmt For For
ERROL GINSBERG Mgmt For For
JON F. RAGER Mgmt For For
02 APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM: TO RATIFY THE APPOINTMENT
OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY
S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE YEAR ENDING DECEMBER 31, 2005
AS DESCRIBED IN THE PROXY STATEMENT.
- --------------------------------------------------------------------------------------------------------------------------
J.B. HUNT TRANSPORT SERVICES, INC. Agenda Number: 932268267
- --------------------------------------------------------------------------------------------------------------------------
Security: 445658107
Meeting Type: Annual
Meeting Date: 21-Apr-2005
Ticker: JBHT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHNELLE D. HUNT Mgmt For For
KIRK THOMPSON Mgmt For For
LELAND E. TOLLETT Mgmt For For
JOHN A. WHITE Mgmt For For
COLEMAN H. PETERSON Mgmt For For
02 TO APPROVE AN AMENDMENT TO THE COMPANY S ARTICLES Mgmt Against Against
OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK
03 TO AMEND THE COMPANY S MANAGEMENT INCENTIVE Mgmt Against Against
PLAN
- --------------------------------------------------------------------------------------------------------------------------
JACUZZI BRANDS, INC. Agenda Number: 932251743
- --------------------------------------------------------------------------------------------------------------------------
Security: 469865109
Meeting Type: Annual
Meeting Date: 10-Feb-2005
Ticker: JJZ
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A DIRECTOR
BRIAN C. BEAZER Mgmt For For
VERONICA M. HAGEN Mgmt For For
JOHN J. MCATEE, JR. Mgmt For For
B RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL
2005
C PROPOSAL I - APPROVAL OF THE 2005 ANNUAL PERFORMANCE Mgmt For For
INCENTIVE PLAN
- --------------------------------------------------------------------------------------------------------------------------
JEFFERIES GROUP, INC. Agenda Number: 932324798
- --------------------------------------------------------------------------------------------------------------------------
Security: 472319102
Meeting Type: Annual
Meeting Date: 23-May-2005
Ticker: JEF
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
W. PATRICK CAMPBELL Mgmt For For
RICHARD G. DOOLEY Mgmt For For
RICHARD B. HANDLER Mgmt For For
FRANK J. MACCHIAROLA Mgmt For For
JOHN C. SHAW, JR. Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
JLG INDUSTRIES, INC. Agenda Number: 932232692
- --------------------------------------------------------------------------------------------------------------------------
Security: 466210101
Meeting Type: Annual
Meeting Date: 18-Nov-2004
Ticker: JLG
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
R.V. ARMES Mgmt For For
W.M. LASKY Mgmt For For
J.A. MEZERA Mgmt For For
D.L. PUGH Mgmt For For
S. RABINOWITZ Mgmt For For
R.C. STARK Mgmt For For
T.C. WAJNERT Mgmt For For
C.O. WOOD, III Mgmt For For
02 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS INDEPENDENT AUDITORS FOR THE ENSUING YEAR.
- --------------------------------------------------------------------------------------------------------------------------
JOURNAL COMMUNICATIONS, INC. Agenda Number: 932278460
- --------------------------------------------------------------------------------------------------------------------------
Security: 481130102
Meeting Type: Annual
Meeting Date: 28-Apr-2005
Ticker: JRN
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
STEVEN J. SMITH Mgmt For For
MARY ELLEN STANEK Mgmt Withheld Against
JEANETTE TULLY Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
JPMORGAN FUNDS Agenda Number: 932242085
- --------------------------------------------------------------------------------------------------------------------------
Security: 481996437
Meeting Type: Special
Meeting Date: 03-Feb-2005
Ticker:
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A1 TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION Mgmt For For
PROVIDING FOR THE ACQUISITION OF ALL OF THE ASSETS
OF YOUR FUND IN EXCHANGE FOR SHARES OF THE
CORRESPONDING FUND IDENTIFIED IN THE ACCOMPANYING
PROXY STATEMENT/PROSPECTUS AND THE SUBSEQUEN
LIQUIDATION OF YOUR FUND.
B1 DIRECTOR
WILLIAM J. ARMSTRONG Mgmt For For
ROLAND E. EPPLEY, JR. Mgmt For For
JOHN F. FINN Mgmt For For
DR. MATTHEW GOLDSTEIN Mgmt For For
ROBERT J. HIGGINS Mgmt For For
PETER C. MARSHALL Mgmt For For
MARILYN MCCOY Mgmt For For
WILLIAM G. MORTON, JR. Mgmt For For
ROBERT A. ODEN, JR. Mgmt For For
FERGUS REID, III Mgmt For For
FREDERICK W. RUEBECK Mgmt For For
JAMES J. SCHONBACHLER Mgmt For For
LEONARD M. SPALDING, JR Mgmt For For
B2 TO APPROVE AGREEMENTS AND PLANS OF REORGANIZATION Mgmt For For
PURSUANT TO WHICH EACH SERIES OF EACH JPMORGAN FUND
OTHER THAN THE JPMMFS FUNDS WOULD BE REORGANIZED AS
CORRESPONDING SERIES OF JPMMFS.
B4 TO APPROVE THE AMENDMENT OF THE FUNDAMENTAL Mgmt For For
INVESTMENT RESTRICTION OF THE FUNDS REGARDING
BORROWING MONEY.
- --------------------------------------------------------------------------------------------------------------------------
KANBAY INTERNATIONAL, INC. Agenda Number: 932340552
- --------------------------------------------------------------------------------------------------------------------------
Security: 48369P207
Meeting Type: Annual
Meeting Date: 14-Jun-2005
Ticker: KBAY
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CYPRIAN D'SOUZA Mgmt Withheld Against
B. DOUGLAS MORRISS Mgmt For For
HARRY C. GAMBILL Mgmt For For
02 RATIFICATION OF THE SELECTION OF ERNST & YOUNG Mgmt For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2005.
- --------------------------------------------------------------------------------------------------------------------------
KEITHLEY INSTRUMENTS, INC. Agenda Number: 932248330
- --------------------------------------------------------------------------------------------------------------------------
Security: 487584104
Meeting Type: Annual
Meeting Date: 12-Feb-2005
Ticker: KEI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOSEPH P. KEITHLEY Mgmt For For
BRIAN R. BACHMAN Mgmt For For
JAMES T. BARTLETT Mgmt For For
JAMES B. GRISWOLD Mgmt For For
LEON J. HENDRIX, JR. Mgmt For For
DR. N. MOHAN REDDY Mgmt For For
BARBARA V. SCHERER Mgmt For For
R. ELTON WHITE Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
KEMET CORPORATION Agenda Number: 932196567
- --------------------------------------------------------------------------------------------------------------------------
Security: 488360108
Meeting Type: Annual
Meeting Date: 21-Jul-2004
Ticker: KEM
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DAVID E. MAGUIRE Mgmt Withheld Against
JOSEPH D. SWANN Mgmt For For
02 THE RATIFICATION OF THE APPOINTMENT OF KPMG Mgmt Against Against
LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE
FISCAL YEAR ENDING MARCH 31, 2005.
03 THE APPROVAL OF KEMET CORPORATION S 2004 LONG-TERM Mgmt For For
EQUITY INCENTIVE PLAN.
- --------------------------------------------------------------------------------------------------------------------------
KENNAMETAL INC. Agenda Number: 932225231
- --------------------------------------------------------------------------------------------------------------------------
Security: 489170100
Meeting Type: Annual
Meeting Date: 26-Oct-2004
Ticker: KMT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
I DIRECTOR
A. PETER HELD Mgmt For For
LARRY D. YOST Mgmt For For
II THE APPROVAL OF AN AMENDMENT TO THE KENNAMETAL Mgmt For For
INC. STOCK AND INCENTIVE PLAN OF 2002.
III RATIFICATION OF THE SELECTION OF THE INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING JUNE 30, 2005.
- --------------------------------------------------------------------------------------------------------------------------
KERZNER INTERNATIONAL LIMITED Agenda Number: 932200897
- --------------------------------------------------------------------------------------------------------------------------
Security: P6065Y107
Meeting Type: Annual
Meeting Date: 27-Jul-2004
Ticker: KZL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
SOLOMON KERZNER Mgmt For For
PETER N. BUCKLEY Mgmt For For
HOWARD S. MARKS Mgmt For For
ERIC B. SIEGEL Mgmt For For
HEINRICH VON RANTZAU Mgmt For For
02 PROPOSAL TO RATIFY DELOITTE & TOUCHE LLP AS Mgmt For For
THE COMPANY S INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS FOR 2004.
- --------------------------------------------------------------------------------------------------------------------------
KNOLL, INC. Agenda Number: 932303972
- --------------------------------------------------------------------------------------------------------------------------
Security: 498904200
Meeting Type: Annual
Meeting Date: 03-May-2005
Ticker: KNL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ANDREW B. COGAN Mgmt Withheld Against
KEVIN KRUSE Mgmt Withheld Against
KEWSONG LEE Mgmt Withheld Against
02 TO RATIFY SELECTION BY THE AUDIT COMMITTEE OF Mgmt For For
THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP
AS INDEPENDENT AUDITORS OF THE COMPANY FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
LA QUINTA CORPORATION Agenda Number: 932305926
- --------------------------------------------------------------------------------------------------------------------------
Security: 50419U202
Meeting Type: Annual
Meeting Date: 19-May-2005
Ticker: LQI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES P. CONN Mgmt For For
TERRELL B. JONES Mgmt For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS OUR INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2005.
03 TO CONSIDER AND VOTE UPON A PROPOSAL TO APPROVE Mgmt For For
THE LA QUINTA CORPORATION 2005 INCENTIVE COMPENSATION
PLAN.
- --------------------------------------------------------------------------------------------------------------------------
LA-Z-BOY INCORPORATED Agenda Number: 932204554
- --------------------------------------------------------------------------------------------------------------------------
Security: 505336107
Meeting Type: Annual
Meeting Date: 10-Aug-2004
Ticker: LZB
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DAVID K. HEHL Mgmt For For
ROCQUE E. LIPFORD Mgmt Withheld Against
MEL R. MARTINEZ Mgmt For For
JACK L. THOMPSON Mgmt For For
02 RATIFICATION OF SELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
03 APPROVAL OF LONG-TERM EQUITY AWARD PLAN. Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
LAIDLAW INTERNATIONAL, INC. Agenda Number: 932250157
- --------------------------------------------------------------------------------------------------------------------------
Security: 50730R102
Meeting Type: Annual
Meeting Date: 08-Feb-2005
Ticker: LI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
I DIRECTOR
RICHARD R. RANDAZZO Mgmt For For
CARROLL R. WETZEL, JR. Mgmt For For
II APPROVAL OF THE LAIDLAW INTERNATIONAL, INC. Mgmt For For
AMENDED AND RESTATED 2003 EQUITY AND PERFORMANCE
INCENTIVE PLAN
III APPROVAL OF THE LAIDLAW INTERNATIONAL, INC. Mgmt For For
SHORT-TERM INCENTIVE PLAN
- --------------------------------------------------------------------------------------------------------------------------
LANDEC CORPORATION Agenda Number: 932213173
- --------------------------------------------------------------------------------------------------------------------------
Security: 514766104
Meeting Type: Annual
Meeting Date: 30-Sep-2004
Ticker: LNDC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
FREDERICK FRANK Mgmt For For
STEPHEN E. HALPRIN Mgmt For For
RICHARD S SCHNEIDER PHD Mgmt For For
KENNETH E. JONES Mgmt For For
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP: TO RATIFY THE APPOINTMENT OF ERNST & YOUNG
LLP AS INDEPENDENT AUDITORS OF THE COMPANY
FOR THE FISCAL YEAR ENDING MAY 29, 2005
- --------------------------------------------------------------------------------------------------------------------------
LIFEPOINT HOSPITALS, INC. Agenda Number: 932362332
- --------------------------------------------------------------------------------------------------------------------------
Security: 53219L109
Meeting Type: Annual
Meeting Date: 30-Jun-2005
Ticker: LPNT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
KENNETH C. DONAHEY Mgmt For For
RICHARD H. EVANS Mgmt For For
MICHAEL P. HALEY Mgmt For For
02 APPROVAL OF THE AMENDMENT AND RESTATEMENT OF Mgmt For For
THE COMPANY S 1998 LONG-TERM INCENTIVE PLAN.
03 RATIFICATION OF THE SELECTION OF ERNST & YOUNG Mgmt For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF THE COMPANY FOR 2005.
- --------------------------------------------------------------------------------------------------------------------------
LINCARE HOLDINGS INC. Agenda Number: 932289538
- --------------------------------------------------------------------------------------------------------------------------
Security: 532791100
Meeting Type: Annual
Meeting Date: 09-May-2005
Ticker: LNCR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
J.P. BYRNES Mgmt For For
S.H. ALTMAN, PH.D. Mgmt For For
C.B. BLACK Mgmt For For
F.D. BYRNE, M.D. Mgmt For For
F.T. CARY Mgmt For For
W.F. MILLER, III Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
LINENS 'N THINGS, INC. Agenda Number: 932311157
- --------------------------------------------------------------------------------------------------------------------------
Security: 535679104
Meeting Type: Annual
Meeting Date: 05-May-2005
Ticker: LIN
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
NORMAN AXELROD Mgmt For For
MORTON E. HANDEL Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
LIONBRIDGE TECHNOLOGIES, INC. Agenda Number: 932290036
- --------------------------------------------------------------------------------------------------------------------------
Security: 536252109
Meeting Type: Annual
Meeting Date: 20-May-2005
Ticker: LIOX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RORY J. COWAN Mgmt For For
PAUL KAVANAGH Mgmt For For
02 TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY Mgmt Against Against
COME BEFORE THE ANNUAL MEETING OR ANY POSTPONEMENTS
OR ADJOURNMENTS THEREOF.
- --------------------------------------------------------------------------------------------------------------------------
LONGVIEW FIBRE COMPANY Agenda Number: 932261782
- --------------------------------------------------------------------------------------------------------------------------
Security: 543213102
Meeting Type: Annual
Meeting Date: 15-Mar-2005
Ticker: LFB
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
LISA J. MCLAUGHLIN Mgmt For For
M. ALEXIS DOW, CPA Mgmt For For
MICHAEL C. HENDERSON Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
LYDALL, INC. Agenda Number: 932284615
- --------------------------------------------------------------------------------------------------------------------------
Security: 550819106
Meeting Type: Annual
Meeting Date: 21-Apr-2005
Ticker: LDL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
LEE A. ASSEO Mgmt Withheld Against
KATHLEEN BURDETT Mgmt Withheld Against
W. LESLIE DUFFY, ESQ. Mgmt Withheld Against
MATTHEW T. FARRELL Mgmt Withheld Against
DAVID FREEMAN Mgmt Withheld Against
SUZANNE HAMMETT Mgmt Withheld Against
C.R. SKOMOROWSKI Mgmt Withheld Against
S. CARL SODERSTROM, JR. Mgmt Withheld Against
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS,Mgmt For For
LLP
- --------------------------------------------------------------------------------------------------------------------------
M.D.C. HOLDINGS, INC. Agenda Number: 932266706
- --------------------------------------------------------------------------------------------------------------------------
Security: 552676108
Meeting Type: Annual
Meeting Date: 21-Apr-2005
Ticker: MDC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GILBERT GOLDSTEIN Mgmt For For
WILLIAM B. KEMPER Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
MARTEK BIOSCIENCES CORPORATION Agenda Number: 932261097
- --------------------------------------------------------------------------------------------------------------------------
Security: 572901106
Meeting Type: Annual
Meeting Date: 17-Mar-2005
Ticker: MATK
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
HENRY LINSERT, JR. Mgmt For For
SANDRA PANEM Mgmt For For
02 TO APPROVE THE PROPOSED AMENDMENT AND RESTATEMENT Mgmt For For
OF THE 2004 STOCK INCENTIVE PLAN
- --------------------------------------------------------------------------------------------------------------------------
MCDATA CORPORATION Agenda Number: 932223530
- --------------------------------------------------------------------------------------------------------------------------
Security: 580031201
Meeting Type: Annual
Meeting Date: 27-Oct-2004
Ticker: MCDTA
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN A. KELLEY Mgmt For For
JOHN W. GERDELMAN Mgmt For For
BETSY S. ATKINS Mgmt For For
02 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING JANUARY 31, 2005.
03 TO APPROVE CERTAIN AMENDMENTS TO THE 2001 MCDATA Mgmt For For
EQUITY INCENTIVE PLAN.
- --------------------------------------------------------------------------------------------------------------------------
MCG CAPITAL CORPORATION Agenda Number: 932333711
- --------------------------------------------------------------------------------------------------------------------------
Security: 58047P107
Meeting Type: Annual
Meeting Date: 25-May-2005
Ticker: MCGC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROBERT J. MERRICK Mgmt For For
WALLACE B. MILLNER, III Mgmt For For
BRYAN J. MITCHELL Mgmt For For
02 THE RATIFICATION OF THE SELECTION OF THE INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM OF ERNST
& YOUNG LLP AS INDEPENDENT AUDITORS FOR MCG
CAPITAL CORPORATION FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2005.
03 TO CONSIDER AND VOTE UPON AN AMENDMENT TO ARTICLE Mgmt Against Against
FOUR OF THE COMPANY S RESTATED CERTIFICATE
OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF THE COMPANY S COMMON STOCK,
PAR VALUE $0.01 PER SHARE, FROM ONE-HUNDRED
MILLION (100,000,000) SHARES TO TWO-HUNDRED
MILLION (200,000,000) SHARES.
- --------------------------------------------------------------------------------------------------------------------------
MEASUREMENT SPECIALTIES, INC. Agenda Number: 932213072
- --------------------------------------------------------------------------------------------------------------------------
Security: 583421102
Meeting Type: Annual
Meeting Date: 08-Sep-2004
Ticker: MSS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
FRANK D. GUIDONE Mgmt For For
JOHN D. ARNOLD Mgmt For For
R. BARRY UBER Mgmt For For
02 TO RATIFY THE SELECTION BY THE COMPANY OF GRANT Mgmt For For
THORNTON LLP, INDEPENDENT PUBLIC ACCOUNTANTS,
TO AUDIT THE FINANCIAL STATEMENTS OF THE COMPANY
FOR THE FISCAL YEAR ENDING MARCH 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
MEMC ELECTRONIC MATERIALS, INC. Agenda Number: 932281405
- --------------------------------------------------------------------------------------------------------------------------
Security: 552715104
Meeting Type: Annual
Meeting Date: 27-Apr-2005
Ticker: WFR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
NABEEL GAREEB Mgmt For For
02 TO RATIFY THE SELECTION OF KPMG LLP AS MEMC Mgmt For For
S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE YEAR ENDING DECEMBER 31, 2005
- --------------------------------------------------------------------------------------------------------------------------
MERCURY COMPUTER SYSTEMS, INC. Agenda Number: 932228439
- --------------------------------------------------------------------------------------------------------------------------
Security: 589378108
Meeting Type: Special
Meeting Date: 15-Nov-2004
Ticker: MRCY
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DR. ALBERT P BELLE ISLE Mgmt For For
LEE C. STEELE Mgmt For For
DR. RICHARD P. WISHNER Mgmt For For
02 TO APPROVE AN AMENDMENT TO THE MERCURY COMPUTER Mgmt For For
SYSTEMS, INC. 1997 STOCK OPTION PLAN TO INCREASE
THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED
FOR ISSUANCE THEREUNDER BY 1,000,000 SHARES,
FROM 7,650,000 SHARES TO 8,650,000 SHARES.
03 TO APPROVE AN AMENDMENT TO THE MERCURY COMPUTER Mgmt For For
SYSTEMS, INC. ARTICLES OF ORGANIZATION TO INCREASE
THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED
FOR ISSUANCE THEREUNDER BY 20,000,000 SHARES,
FROM 65,000,000 SHARES TO 85,000,000 SHARES.
- --------------------------------------------------------------------------------------------------------------------------
MERISTAR HOSPITALITY CORPORATION Agenda Number: 932218779
- --------------------------------------------------------------------------------------------------------------------------
Security: 58984Y103
Meeting Type: Special
Meeting Date: 08-Dec-2004
Ticker: MHX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 THE AMENDMENT AND RESTATEMENT OF THE CHARTER Mgmt Against Against
OF THE COMPANY, AS DESCRIBED IN THE ACCOMPANYING
PROXY STATEMENT.
- --------------------------------------------------------------------------------------------------------------------------
MERISTAR HOSPITALITY CORPORATION Agenda Number: 932319444
- --------------------------------------------------------------------------------------------------------------------------
Security: 58984Y103
Meeting Type: Annual
Meeting Date: 26-May-2005
Ticker: MHX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
BRUCE G. WILES Mgmt Withheld Against
JAMES F. DANNHAUSER Mgmt Withheld Against
PAUL J. KLAASSEN Mgmt Withheld Against
02 AMENDMENT OF THE COMPANY S NON-EMPLOYEE DIRECTORS Mgmt Abstain Against
INCENTIVE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF KPMG LLP Mgmt For For
AS INDEPENDENT AUDITORS FOR THE COMPANY FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
MERITAGE HOMES CORPORATION Agenda Number: 932313935
- --------------------------------------------------------------------------------------------------------------------------
Security: 59001A102
Meeting Type: Annual
Meeting Date: 11-May-2005
Ticker: MTH
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN R. LANDON Mgmt For For
ROBERT G. SARVER Mgmt For For
PETER L. AX Mgmt For For
C. TIMOTHY WHITE Mgmt For For
GERALD W. HADDOCK Mgmt For For
RICHARD T. BURKE, SR. Mgmt For For
02 TO RATIFY THE COMPANY S INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM.
- --------------------------------------------------------------------------------------------------------------------------
MI DEVELOPMENTS INC. Agenda Number: 932329027
- --------------------------------------------------------------------------------------------------------------------------
Security: 55304X104
Meeting Type: Special
Meeting Date: 04-May-2005
Ticker: MIM
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
BARRY BYRD Mgmt Withheld *
NEIL DAVIS Mgmt Withheld *
PHILIP FRICKE Mgmt Withheld *
MANFRED JAKSZUS Mgmt Withheld *
DENNIS MILLS Mgmt Withheld *
JOHN SIMONETTI Mgmt Withheld *
FRANK STRONACH Mgmt Withheld *
JUDSON WHITESIDE Mgmt Withheld *
DOUGLAS YOUNG Mgmt Withheld *
02 RE-APPOINTMENT OF AUDITORS: RE-APPOINTMENT OF Mgmt For *
ERNST & YOUNG LLP AS AUDITOR OF THE CORPORATION
BASED ON THE RECOMMENDATION OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS AND AUTHORIZING THE
AUDIT COMMITTEE TO FIX THE AUDITOR S REMUNERATION
03 MEC SEPARATION RESOLUTION: RESOLUTION DIRECTING Shr For *
THE BOARD OF DIRECTORS OF THE CORPORATION TO
CONSIDER AND IMPLEMENT A SPIN-OFF OR SALE OF
THE CORPORATION S INTEREST IN MAGNA ENTERTAINMENT
CORP.
04 REIT CONVERSION RESOLUTION: RESOLUTION DIRECTING Shr For *
THE BOARD OF DIRECTORS OF THE CORPORATION TO
CONSIDER AND, IF DEEMED FEASIBLE, SELECT THE
MOST APPROPRIATE METHOD TO CONVERT THE CORPORATION
INTO AN INCOME-ORIENTED REAL ESTATE INVESTMENT
VEHICLE, SUCH AS A REAL ESTATE INVESTMENT TRUST.
- --------------------------------------------------------------------------------------------------------------------------
MINDSPEED TECHNOLOGIES, INC. Agenda Number: 932252997
- --------------------------------------------------------------------------------------------------------------------------
Security: 602682106
Meeting Type: Annual
Meeting Date: 24-Feb-2005
Ticker: MSPD
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
M. LOUIE Mgmt For For
T. MADDEN Mgmt For For
02 RATIFICATION OF APPOINTMENT OF REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM.
03 APPROVAL OF 2003 LONG TERM INCENTIVES PLAN. Mgmt For For
04 APPROVAL OF INCREASE IN AUTHORIZED SHARES UNDER Mgmt For For
2003 LONG TERM INCENTIVES PLAN.
- --------------------------------------------------------------------------------------------------------------------------
MINERALS TECHNOLOGIES INC. Agenda Number: 932303629
- --------------------------------------------------------------------------------------------------------------------------
Security: 603158106
Meeting Type: Annual
Meeting Date: 25-May-2005
Ticker: MTX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
PAULA H.J. CHOLMONDELEY Mgmt For For
DUANE R. DUNHAM Mgmt For For
STEVEN J. GOLUB Mgmt Withheld Against
JEAN-PAUL VALLES Mgmt Withheld Against
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM.
- --------------------------------------------------------------------------------------------------------------------------
MSC INDUSTRIAL DIRECT CO., INC. Agenda Number: 932246564
- --------------------------------------------------------------------------------------------------------------------------
Security: 553530106
Meeting Type: Annual
Meeting Date: 04-Jan-2005
Ticker: MSM
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MITCHELL JACOBSON Mgmt For For
DAVID SANDLER Mgmt For For
CHARLES BOEHLKE Mgmt For For
ROGER FRADIN Mgmt For For
DENIS KELLY Mgmt For For
RAYMOND LANGTON Mgmt For For
PHILIP PELLER Mgmt For For
02 TO CONSIDER AND ACT UPON A PROPOSAL TO APPROVE Mgmt For For
AN AMENDMENT TO THE COMPANY S 1995 RESTRICTED
STOCK PLAN.
03 TO CONSIDER AND ACT UPON A PROPOSAL TO APPROVE Mgmt For For
AN AMENDMENT TO THE COMPANY S ASSOCIATE STOCK
PURCHASE PLAN.
04 TO CONSIDER AND ACT UPON A PROPOSAL TO RATIFY Mgmt For For
THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS OF THE COMPANY
FOR THE FISCAL YEAR 2005.
05 TO CONSIDER AND ACT UPON SUCH OTHER MATTERS Mgmt Against Against
AS MAY PROPERLY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF.
- --------------------------------------------------------------------------------------------------------------------------
MUTUAL FUND TRUST Agenda Number: 932242097
- --------------------------------------------------------------------------------------------------------------------------
Security: 62826N770
Meeting Type: Special
Meeting Date: 03-Feb-2005
Ticker: JINXX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM J. ARMSTRONG Mgmt Split 90% For0% Withheld Split
ROLAND E. EPPLEY, JR. Mgmt Split 90% For0% Withheld Split
JOHN F. FINN Mgmt Split 90% For0% Withheld Split
DR. MATTHEW GOLDSTEIN Mgmt Split 90% For0% Withheld Split
ROBERT J. HIGGINS Mgmt Split 90% For0% Withheld Split
PETER C. MARSHALL Mgmt Split 90% For0% Withheld Split
MARILYN MCCOY Mgmt Split 90% For0% Withheld Split
WILLIAM G. MORTON, JR. Mgmt Split 90% For0% Withheld Split
ROBERT A. ODEN, JR. Mgmt Split 90% For0% Withheld Split
FERGUS REID, III Mgmt Split 90% For0% Withheld Split
FREDERICK W. RUEBECK Mgmt Split 90% For0% Withheld Split
JAMES J. SCHONBACHLER Mgmt Split 90% For0% Withheld Split
LEONARD M. SPALDING, JR Mgmt Split 90% For0% Withheld Split
02 TO APPROVE AGREEMENTS AND PLANS OF REORGANIZATION Mgmt Split 90% For Split
PURSUANT TO WHICH EACH SERIES OF EACH JPMORGAN FUND
OTHER THAN THE JPMMFS FUNDS WOULD BE REORGANIZED AS
CORRESPONDING SERIES OF JPMMFS.
04 TO APPROVE THE AMENDMENT OF THE FUNDAMENTAL Mgmt Split 90% For Split
INVESTMENT RESTRICTION OF THE FUNDS REGARDING
BORROWING MONEY.
- --------------------------------------------------------------------------------------------------------------------------
NATIONAL WESTERN LIFE INSURANCE COMP Agenda Number: 932357367
- --------------------------------------------------------------------------------------------------------------------------
Security: 638522102
Meeting Type: Annual
Meeting Date: 24-Jun-2005
Ticker: NWLIA
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROBERT L. MOODY Mgmt For For
HARRY L. EDWARDS Mgmt For For
STEPHEN E. GLASGOW Mgmt For For
E.J. PEDERSON Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
NETSCOUT SYSTEMS, INC. Agenda Number: 932214543
- --------------------------------------------------------------------------------------------------------------------------
Security: 64115T104
Meeting Type: Annual
Meeting Date: 15-Sep-2004
Ticker: NTCT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ANIL K. SINGHAL Mgmt For For
JOHN R. EGAN Mgmt For For
02 TO RATIFY THE SELECTION OF THE FIRM OF PRICEWATERHOUSECOOPERSMgmt For For
LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM, AS AUDITORS FOR THE FISCAL YEAR ENDING
MARCH 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
NEWFIELD EXPLORATION COMPANY Agenda Number: 932277468
- --------------------------------------------------------------------------------------------------------------------------
Security: 651290108
Meeting Type: Annual
Meeting Date: 05-May-2005
Ticker: NFX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DAVID A. TRICE Mgmt For For
DAVID F. SCHAIBLE Mgmt For For
HOWARD H. NEWMAN Mgmt For For
THOMAS G. RICKS Mgmt For For
DENNIS R. HENDRIX Mgmt For For
C.E. (CHUCK) SHULTZ Mgmt For For
PHILIP J. BURGUIERES Mgmt For For
JOHN RANDOLPH KEMP III Mgmt For For
J. MICHAEL LACEY Mgmt For For
JOSEPH H. NETHERLAND Mgmt For For
J. TERRY STRANGE Mgmt For For
PAMELA J. GARDNER Mgmt For For
JUANITA F. ROMANS Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
OLD DOMINION FREIGHT LINE, INC. Agenda Number: 932204352
- --------------------------------------------------------------------------------------------------------------------------
Security: 679580100
Meeting Type: Special
Meeting Date: 30-Jul-2004
Ticker: ODFL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO AMEND THE ARTICLES OF INCORPORATION TO INCREASE Mgmt For For
THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.
- --------------------------------------------------------------------------------------------------------------------------
OLIN CORPORATION Agenda Number: 932276911
- --------------------------------------------------------------------------------------------------------------------------
Security: 680665205
Meeting Type: Annual
Meeting Date: 28-Apr-2005
Ticker: OLN
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
VIRGINIA A. KAMSKY Mgmt For For
RICHARD M. ROMPALA Mgmt For For
JOSEPH D. RUPP Mgmt For For
02 PROPOSAL TO APPROVE AMENDED AND RESTATED 1997 Mgmt For For
STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
03 PROPOSAL TO APPROVE THE OLIN SENIOR MANAGEMENT Mgmt For For
INCENTIVE COMPENSATION PLAN, AS AMENDED
04 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
OVERNITE CORPORATION Agenda Number: 932288081
- --------------------------------------------------------------------------------------------------------------------------
Security: 690322102
Meeting Type: Annual
Meeting Date: 28-Apr-2005
Ticker: OVNT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
THOMAS N. ALLEN Mgmt For For
THOMAS J. DONOHUE, JR. Mgmt For For
CHARLES H. FOSTER, JR. Mgmt For For
PATRICK D. HANLEY Mgmt For For
MICHAEL D. JORDAN Mgmt For For
HAROLD D. MARSHALL Mgmt For For
GEORGE J. MATKOV, JR. Mgmt For For
LEO H. SUGGS Mgmt For For
02 THE PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS
FOR THE COMPANY FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
OVERSEAS SHIPHOLDING GROUP, INC. Agenda Number: 932336325
- --------------------------------------------------------------------------------------------------------------------------
Security: 690368105
Meeting Type: Annual
Meeting Date: 07-Jun-2005
Ticker: OSG
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MORTEN ARNTZEN Mgmt For For
OUDI RECANATI Mgmt For For
G. ALLEN ANDREAS III Mgmt For For
ALAN R. BATKIN Mgmt For For
THOMAS B. COLEMAN Mgmt For For
CHARLES A. FRIBOURG Mgmt For For
STANLEY KOMAROFF Mgmt For For
SOLOMON N. MERKIN Mgmt For For
JOEL I. PICKET Mgmt For For
ARIEL RECANATI Mgmt For For
THOMAS F. ROBARDS Mgmt For For
MICHAEL J. ZIMMERMAN Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS THE CORPORATION S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE YEAR 2005.
- --------------------------------------------------------------------------------------------------------------------------
OWENS & MINOR, INC. Agenda Number: 932272711
- --------------------------------------------------------------------------------------------------------------------------
Security: 690732102
Meeting Type: Annual
Meeting Date: 28-Apr-2005
Ticker: OMI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
G. GILMER MINOR, III Mgmt For For
J. ALFRED BROADDUS, JR. Mgmt For For
EDDIE N. MOORE, JR. Mgmt For For
PETER S. REDDING Mgmt For For
CRAIG R. SMITH Mgmt For For
02 APPROVAL OF THE 2005 STOCK INCENTIVE PLAN Mgmt For For
03 RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------------------------------------------------
PACER INTERNATIONAL, INC. Agenda Number: 932289754
- --------------------------------------------------------------------------------------------------------------------------
Security: 69373H106
Meeting Type: Annual
Meeting Date: 10-May-2005
Ticker: PACR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MARC E. BECKER Mgmt For For
ANDREW C. CLARKE Mgmt For For
JOSHUA J. HARRIS Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
PACIFIC SUNWEAR OF CALIFORNIA, INC. Agenda Number: 932306651
- --------------------------------------------------------------------------------------------------------------------------
Security: 694873100
Meeting Type: Annual
Meeting Date: 18-May-2005
Ticker: PSUN
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GREG H. WEAVER Mgmt For For
JULIUS JENSEN III Mgmt For For
PEARSON C. CUMMIN III Mgmt For For
MICHAEL GOLDSTEIN Mgmt For For
SETH R. JOHNSON Mgmt For For
02 APPROVAL OF THE PACIFIC SUNWEAR OF CALIFORNIA, Mgmt For For
INC. 2005 PERFORMANCE INCENTIVE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS THE COMPANY S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING JANUARY 28, 2006.
- --------------------------------------------------------------------------------------------------------------------------
PANERA BREAD COMPANY Agenda Number: 932331870
- --------------------------------------------------------------------------------------------------------------------------
Security: 69840W108
Meeting Type: Annual
Meeting Date: 02-Jun-2005
Ticker: PNRA
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RONALD M. SHAICH Mgmt For For
FRED K. FOULKES Mgmt For For
02 ADOPTION OF AN AMENDMENT TO THE COMPANY S 2001 Mgmt Against Against
EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION
PLAN TO INCREASE THE NUMBER OF SHARES WITH
RESPECT TO WHICH OPTIONS MAY BE GRANTED UNDER
THE PLAN BY 1,000,000 SHARES OF CLASS A COMMON
STOCK, PAR VALUE $.0001 PER SHARE.
03 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING
DECEMBER 27, 2005.
- --------------------------------------------------------------------------------------------------------------------------
PARAMETRIC TECHNOLOGY CORPORATION Agenda Number: 932258901
- --------------------------------------------------------------------------------------------------------------------------
Security: 699173100
Meeting Type: Annual
Meeting Date: 10-Mar-2005
Ticker: PMTC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROBERT N. GOLDMAN Mgmt For For
C. RICHARD HARRISON Mgmt For For
JOSEPH M. O'DONNELL Mgmt For For
02 APPROVE AMENDMENTS TO OUR 2000 EQUITY INCENTIVE Mgmt For For
PLAN, INCLUDING THE AUTHORITY FOR AN EXCHANGE
AND CANCELLATION OF OUTSTANDING STOCK OPTIONS.
03 APPROVE AN AMENDMENT TO OUR ARTICLES OF ORGANIZATION Mgmt For For
AUTHORIZING A REVERSE STOCK SPLIT AT A TWO-FOR-FIVE
RATIO.
04 CONFIRM THE SELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS PTC S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR.
- --------------------------------------------------------------------------------------------------------------------------
PARK ELECTROCHEMICAL CORP. Agenda Number: 932197456
- --------------------------------------------------------------------------------------------------------------------------
Security: 700416209
Meeting Type: Annual
Meeting Date: 14-Jul-2004
Ticker: PKE
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MARK S. AIN Mgmt For For
DALE BLANCHFIELD Mgmt For For
ANTHONY CHIESA Mgmt Withheld Against
LLOYD FRANK Mgmt For For
BRIAN E. SHORE Mgmt For For
STEVEN T. WARSHAW Mgmt For For
02 APPROVAL OF MATCHING CONTRIBUTION FEATURE OF Mgmt For For
EMPLOYEE STOCK PURCHASE PLAN
- --------------------------------------------------------------------------------------------------------------------------
PEMSTAR INC. Agenda Number: 932203223
- --------------------------------------------------------------------------------------------------------------------------
Security: 706552106
Meeting Type: Annual
Meeting Date: 29-Jul-2004
Ticker: PMTR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
BRUCE M. JAFFE Mgmt For For
STEVEN E. SNYDER Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
PIER 1 IMPORTS, INC. Agenda Number: 932343154
- --------------------------------------------------------------------------------------------------------------------------
Security: 720279108
Meeting Type: Annual
Meeting Date: 30-Jun-2005
Ticker: PIR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MARVIN J. GIROUARD Mgmt For For
JAMES M. HOAK, JR. Mgmt For For
TOM M. THOMAS Mgmt For For
JOHN H. BURGOYNE Mgmt For For
MICHAEL R. FERRARI Mgmt For For
KAREN W. KATZ Mgmt For For
TERRY E. LONDON Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
POGO PRODUCING COMPANY Agenda Number: 932283423
- --------------------------------------------------------------------------------------------------------------------------
Security: 730448107
Meeting Type: Annual
Meeting Date: 26-Apr-2005
Ticker: PPP
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROBERT H. CAMPBELL Mgmt For For
THOMAS A. FRY, III Mgmt For For
STEPHEN A. WELLS Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS INDEPENDENT ACCOUNTANTS TO AUDIT THE
FINANCIAL STATEMENTS OF THE COMPANY FOR 2005.
- --------------------------------------------------------------------------------------------------------------------------
PORTFOLIO RECOVERY ASSOCIATES, INC. Agenda Number: 932324192
- --------------------------------------------------------------------------------------------------------------------------
Security: 73640Q105
Meeting Type: Annual
Meeting Date: 11-May-2005
Ticker: PRAA
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES VOSS Mgmt For For
SCOTT TABAKIN Mgmt For For
02 THE RATIFICATION OF THE SELECTION OF THE COMPANY Mgmt For For
S INDEPENDENT AUDITORS: PRICEWATERHOUSECOOPERS
LLP
- --------------------------------------------------------------------------------------------------------------------------
PRIME GROUP REALTY TRUST Agenda Number: 932336197
- --------------------------------------------------------------------------------------------------------------------------
Security: 74158J103
Meeting Type: Annual
Meeting Date: 02-Jun-2005
Ticker: PGE
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DOUGLAS CROCKER II Mgmt For For
CHRISTOPHER J. NASSETTA Mgmt For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
PRIME GROUP REALTY TRUST Agenda Number: 932360631
- --------------------------------------------------------------------------------------------------------------------------
Security: 74158J103
Meeting Type: Special
Meeting Date: 28-Jun-2005
Ticker: PGE
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO APPROVE (I) THE AGREEMENT AND PLAN OF MERGER, Mgmt For For
DATED AS OF FEBRUARY 17, 2005, BY AND AMONG
PRIME OFFICE COMPANY, LLC, PRIME OFFICE MERGER
SUB, LLC, PRIME OFFICE MERGER SUB I, LLC, THE
COMPANY AND PRIME GROUP REALTY, L.P., THE COMPANY
S OPERATING PARTNERSHIP AND (II) THE MERGER
OF PRIME OFFICE MERGER SUB, LLC WITH AND INTO
THE COMPANY.
02 TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY Mgmt For For
COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT(S)
OR POSTPONEMENT(S) THEREOF, INCLUDING ANY PROPOSAL
TO ADJOURN OR POSTPONE THE SPECIAL MEETING
TO A LATER DATE TO SOLICIT ADDITIONAL PROXIES
IN FAVOR OF PROPOSAL 1 ABOVE IN THE EVENT THERE
ARE NOT SUFFICIENT VOTES FOR APPROVAL OF PROPOSAL
1 AT THE SPECIAL MEETING.
- --------------------------------------------------------------------------------------------------------------------------
PRIME HOSPITALITY CORP. Agenda Number: 932223302
- --------------------------------------------------------------------------------------------------------------------------
Security: 741917108
Meeting Type: Special
Meeting Date: 06-Oct-2004
Ticker: PDQ
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED Mgmt For For
AS OF AUGUST 18, 2004, BY AND AMONG THE COMPANY,
BREP IV HOTELS HOLDING L.L.C. AND BREP IV HOTELS
ACQUISITION L.L.C.
- --------------------------------------------------------------------------------------------------------------------------
PRIORITY HEALTHCARE CORPORATION Agenda Number: 932311258
- --------------------------------------------------------------------------------------------------------------------------
Security: 74264T102
Meeting Type: Annual
Meeting Date: 16-May-2005
Ticker: PHCC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROBERT L. MYERS Mgmt For For
RICHARD W. ROBERSON Mgmt For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS THE INDEPENDENT REGISTERED CERTIFIED
PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR
2005.
- --------------------------------------------------------------------------------------------------------------------------
PROQUEST COMPANY Agenda Number: 932342722
- --------------------------------------------------------------------------------------------------------------------------
Security: 74346P102
Meeting Type: Annual
Meeting Date: 15-Jun-2005
Ticker: PQE
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ALAN W. ALDWORTH Mgmt For For
RANDY BEST Mgmt For For
DAVID G. BROWN Mgmt For For
MICHAEL S. GELTZEILER Mgmt For For
TODD S. NELSON Mgmt Withheld Against
WILLIAM E. OBERNDORF Mgmt For For
LINDA G. ROBERTS Mgmt For For
JAMES P. ROEMER Mgmt For For
GARY L. ROUBOS Mgmt For For
FREDERICK J. SCHWAB Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
PROSPERITY BANCSHARES, INC. Agenda Number: 932278345
- --------------------------------------------------------------------------------------------------------------------------
Security: 743606105
Meeting Type: Annual
Meeting Date: 19-Apr-2005
Ticker: PRSP
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM H. FAGAN, MD Mgmt For For
D. MICHAEL HUNTER Mgmt For For
PERRY MUELLER, JR, DDS Mgmt For For
HARRISON STAFFORD II Mgmt For For
S. REED MORIAN Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE
YEAR ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
PROVIDENT BANKSHARES CORPORATION Agenda Number: 932316830
- --------------------------------------------------------------------------------------------------------------------------
Security: 743859100
Meeting Type: Annual
Meeting Date: 18-May-2005
Ticker: PBKS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
THOMAS S. BOZZUTO Mgmt For For
CHARLES W. COLE, JR. Mgmt For For
BARBARA B. LUCAS Mgmt For For
FRANCIS G. RIGGS Mgmt For For
ENOS K. FRY Mgmt For For
02 THE RATIFICATION OF THE APPOINTMENT OF KPMG Mgmt For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31,
2005.
- --------------------------------------------------------------------------------------------------------------------------
QUIKSILVER, INC. Agenda Number: 932268255
- --------------------------------------------------------------------------------------------------------------------------
Security: 74838C106
Meeting Type: Annual
Meeting Date: 24-Mar-2005
Ticker: ZQK
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM M. BARNUM, JR. Mgmt For For
CHARLES E. CROWE Mgmt For For
MICHAEL H. GRAY Mgmt For For
ROBERT G. KIRBY Mgmt For For
BERNARD MARIETTE Mgmt For For
ROBERT B. MCKNIGHT, JR. Mgmt For For
FRANCK RIBOUD Mgmt Withheld Against
TOM ROACH Mgmt For For
02 APPROVAL OF THE AMENDMENT OF THE COMPANY S 2000 Mgmt For For
STOCK INCENTIVE PLAN DESCRIBED IN THE ACCOMPANYING
PROXY STATEMENT.
03 APPROVAL OF THE COMPANY S ANNUAL INCENTIVE PLAN Mgmt For For
DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.
04 APPROVAL OF THE AMENDMENT OF THE COMPANY S RESTATED Mgmt For For
CERTIFICATE OF INCORPORATION AS DESCRIBED IN
THE ACCOMPANYING PROXY STATEMENT.
- --------------------------------------------------------------------------------------------------------------------------
REINSURANCE GROUP OF AMERICA, INC. Agenda Number: 932311121
- --------------------------------------------------------------------------------------------------------------------------
Security: 759351109
Meeting Type: Annual
Meeting Date: 25-May-2005
Ticker: RGA
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
J. CLIFF EASON Mgmt For For
JOSEPH A. REALI Mgmt Withheld Against
- --------------------------------------------------------------------------------------------------------------------------
RELIANT ENERGY, INC. Agenda Number: 932340665
- --------------------------------------------------------------------------------------------------------------------------
Security: 75952B105
Meeting Type: Annual
Meeting Date: 07-Jun-2005
Ticker: RRI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
E. WILLIAM BARNETT Mgmt For For
DONALD J. BREEDING Mgmt For For
02 PROPOSAL TO RATIFY DELOITTE & TOUCHE LLP AS Mgmt For For
RELIANT ENERGY, INC. S INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.
03 STOCKHOLDER PROPOSAL REGARDING THE ELIMINATION Shr For Against
OF A CLASSIFIED BOARD OF DIRECTORS.
- --------------------------------------------------------------------------------------------------------------------------
RIGHTNOW TECHNOLOGIES, INC. Agenda Number: 932358220
- --------------------------------------------------------------------------------------------------------------------------
Security: 76657R106
Meeting Type: Annual
Meeting Date: 28-Jun-2005
Ticker: RNOW
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROGER L. EVANS Mgmt For For
WILLIAM J. LANSING Mgmt For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Mgmt For For
COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2005.
03 IN ACCORDANCE WITH THE DISCRETION OF THE PROXY Mgmt Against Against
HOLDERS, TO ACT UPON ALL MATTERS INCIDENT TO
THE CONDUCT OF THE MEETING AND UPON OTHER MATTERS
AS MAY PROPERLY COME BEFORE THE MEETING, OR
ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
- --------------------------------------------------------------------------------------------------------------------------
ROGERS CORPORATION Agenda Number: 932291331
- --------------------------------------------------------------------------------------------------------------------------
Security: 775133101
Meeting Type: Annual
Meeting Date: 28-Apr-2005
Ticker: ROG
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
LEONARD M. BAKER Mgmt For For
WALTER E. BOOMER Mgmt For For
EDWARD L. DIEFENTHAL Mgmt For For
GREGORY B. HOWEY Mgmt For For
LEONARD R. JASKOL Mgmt For For
EILEEN S. KRAUS Mgmt For For
WILLIAM E. MITCHELL Mgmt For For
ROBERT G. PAUL Mgmt For For
ROBERT D. WACHOB Mgmt For For
02 TO APPROVE THE ROGERS CORPORATION 2005 EQUITY Mgmt For For
COMPENSATION PLAN.
03 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS ROGERS CORPORATION S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING JANUARY 1, 2006.
- --------------------------------------------------------------------------------------------------------------------------
ROSS STORES, INC. Agenda Number: 932295721
- --------------------------------------------------------------------------------------------------------------------------
Security: 778296103
Meeting Type: Annual
Meeting Date: 19-May-2005
Ticker: ROST
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
STUART G. MOLDAW Mgmt For For
GEORGE P. ORBAN Mgmt For For
DONALD H. SEILER Mgmt For For
02 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS THE COMPANY S INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING
JANUARY 28, 2006.
- --------------------------------------------------------------------------------------------------------------------------
ROYAL GROUP TECHNOLOGIES LIMITED Agenda Number: 932344029
- --------------------------------------------------------------------------------------------------------------------------
Security: 779915107
Meeting Type: Special
Meeting Date: 25-May-2005
Ticker: RYG
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 ELECTION OF DIRECTORS. Mgmt For For
02 APPOINTMENT OF AUDITORS: THE APPOINTMENT OF Mgmt For For
KPMG LLP AS AUDITORS AND THE AUTHORIZATION
OF THE DIRECTORS TO FIX THEIR REMUNERATION.
03 TO APPROVE THE SPECIAL RESOLUTION SET OUT IN Mgmt For For
APPENDIX A IN THE ACCOMPANYING MANAGEMENT PROXY
CIRCULAR TO AUTHORIZE: AN AMENDMENT TO THE
ARTICLES OF ROYAL GROUP TECHNOLOGIES LIMITED
TO PERMIT AN INCREASE IN THE STATED CAPITAL
OF ONLY ITS MULTIPLE VOTING SHARES, AS MORE
FULLY DESCRIBED IN THE PROXY CIRCULAR.
- --------------------------------------------------------------------------------------------------------------------------
RSA SECURITY INC. Agenda Number: 932316741
- --------------------------------------------------------------------------------------------------------------------------
Security: 749719100
Meeting Type: Annual
Meeting Date: 26-May-2005
Ticker: RSAS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RICHARD A. DEMILLO Mgmt For For
RICHARD L. EARNEST Mgmt For For
02 TO APPROVE RSA SECURITY S 2005 STOCK INCENTIVE Mgmt For For
PLAN.
03 TO APPROVE AN AMENDMENT TO RSA SECURITY S 1994 Mgmt For For
EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE
NUMBER OF SHARES OF THE COMPANY S COMMON STOCK
THAT THE COMPANY MAY ISSUE UNDER THE PLAN FROM
3,100,000 TO 4,100,000 SHARES.
04 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS RSA SECURITY S INDEPENDENT PUBLIC AUDITORS
FOR THE YEAR ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
RTI INTERNATIONAL METALS, INC. Agenda Number: 932322059
- --------------------------------------------------------------------------------------------------------------------------
Security: 74973W107
Meeting Type: Annual
Meeting Date: 06-May-2005
Ticker: RTI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CRAIG R. ANDERSSON Mgmt For For
NEIL A. ARMSTRONG Mgmt For For
DANIEL I. BOOKER Mgmt For For
DONALD P. FUSILLI Mgmt For For
RONALD L. GALLATIN Mgmt For For
CHARLES C. GEDEON Mgmt For For
ROBERT M. HERNANDEZ Mgmt For For
EDITH E. HOLIDAY Mgmt For For
JOHN H. ODLE Mgmt For For
TIMOTHY G. RUPERT Mgmt For For
02 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS INDEPENDENT REGISTERED ACCOUNTANTS FOR
2005.
- --------------------------------------------------------------------------------------------------------------------------
RUBY TUESDAY, INC. Agenda Number: 932213185
- --------------------------------------------------------------------------------------------------------------------------
Security: 781182100
Meeting Type: Annual
Meeting Date: 05-Oct-2004
Ticker: RI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN B. MCKINNON Mgmt For For
SAMUEL E. BEALL, III Mgmt For For
02 TO REAPPROVE THE CEO BONUS PLAN. Mgmt For For
03 TO RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY Mgmt For For
S REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING MAY 31, 2005.
04 TO CONSIDER A SHAREHOLDER PROPOSAL REQUESTING Shr Against For
THAT THE BOARD OF DIRECTORS REVIEW THE COMPANY
S POLICIES FOR FOOD PRODUCTS CONTAINING GENETICALLY
ENGINEERED INGREDIENTS AND ISSUE A REPORT TO
SHAREHOLDERS WITHIN SIX MONTHS, AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
- --------------------------------------------------------------------------------------------------------------------------
RYDER SYSTEM, INC. Agenda Number: 932291367
- --------------------------------------------------------------------------------------------------------------------------
Security: 783549108
Meeting Type: Annual
Meeting Date: 06-May-2005
Ticker: R
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
HANSEL E. TOOKES II Mgmt For For
LYNN M. MARTIN Mgmt For For
02 RATIFICATION OF KPMG LLP AS AUDITORS. Mgmt For For
03 APPROVAL OF RYDER SYSTEM, INC. 2005 EQUITY COMPENSATION Mgmt For For
PLAN.
04 APPROVAL OF AMENDMENT TO RYDER SYSTEM, INC. Mgmt For For
STOCK PURCHASE PLAN FOR EMPLOYEES TO INCREASE
THE NUMBER OF SHARES ISSUABLE UNDER THE PLAN
BY 1,000,000.
- --------------------------------------------------------------------------------------------------------------------------
SALEM COMMUNICATIONS CORPORATION Agenda Number: 932320663
- --------------------------------------------------------------------------------------------------------------------------
Security: 794093104
Meeting Type: Annual
Meeting Date: 18-May-2005
Ticker: SALM
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
STUART W. EPPERSON Mgmt For For
PAUL PRESSLER Mgmt For For
EDWARD G. ATSINGER III Mgmt For For
DAVID DAVENPORT Mgmt For For
ERIC H. HALVORSON Mgmt Withheld Against
RICHARD A. RIDDLE Mgmt For For
ROLAND S. HINZ Mgmt For For
02 APPROVAL OF THE PROPOSED AMENDMENT AND RESTATEMENT Mgmt For For
OF SALEM S 1999 STOCK INCENTIVE PLAN TO INCREASE
BY 1,500,000 THE NUMBER OF SHARES OF CLASS
A COMMON STOCK RESERVED FOR ISSUANCE THEREUNDER.
03 REAPPROVAL OF THE PROVISION IN SALEM S 1999 Mgmt For For
STOCK INCENTIVE PLAN ESTABLISHING THE MAXIMUM
NUMBER OF SHARES OF CLASS A COMMON STOCK AVAILABLE
UNDER AWARDS TO A SINGLE PARTICIPANT IN ANY
ONE CALENDAR YEAR.
04 RATIFICATION OF THE SELECTION OF ERNST & YOUNG Mgmt For For
LLP AS SALEM S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
SANTARUS, INC. Agenda Number: 932204592
- --------------------------------------------------------------------------------------------------------------------------
Security: 802817304
Meeting Type: Annual
Meeting Date: 27-Jul-2004
Ticker: SNTS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DANIEL D. BURGESS Mgmt For For
ARTHUR J. KLAUSNER Mgmt For For
02 TO APPROVE THE AMENDED AND RESTATED 2004 EQUITY Mgmt Against Against
INCENTIVE AWARD PLAN, WHICH AMENDS THE COMPANY
S EXISTING PLAN TO PROVIDE THAT THE NUMBER
OF SHARES OF STOCK WHICH MAY BE ISSUED PURSUANT
TO AWARDS UNDER THE PLAN WILL BE INCREASED
AS DESCRIBED IN PROPOSAL 2.
03 TO APPROVE THE AMENDED AND RESTATED EMPLOYEE Mgmt Against Against
STOCK PURCHASE PLAN, WHICH AMENDS THE COMPANY
S EXISTING PLAN TO PROVIDE THAT THE NUMBER
OF SHARES OF STOCK WHICH MAY BE ISSUED PURSUANT
TO AWARDS UNDER THE PLAN WILL BE INCREASED
AS DESCRIBED IN PROPOSAL 3.
04 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS THE COMPANY S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2004.
- --------------------------------------------------------------------------------------------------------------------------
SCHOOL SPECIALTY, INC. Agenda Number: 932208603
- --------------------------------------------------------------------------------------------------------------------------
Security: 807863105
Meeting Type: Annual
Meeting Date: 24-Aug-2004
Ticker: SCHS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
LEO C. MCKENNA Mgmt For For
TERRY L. LAY Mgmt For For
02 RATIFY DELOITTE & TOUCHE LLP AS SCHOOL SPECIALTY Mgmt For For
S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL 2005.
- --------------------------------------------------------------------------------------------------------------------------
SCOTTISH RE GROUP LIMITED Agenda Number: 932272862
- --------------------------------------------------------------------------------------------------------------------------
Security: G7885T104
Meeting Type: Special
Meeting Date: 07-Apr-2005
Ticker: SCT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 AMENDMENTS TO THE COMPANY S ARTICLES OF ASSOCIATION. Mgmt For For
02 ISSUANCE OF ORDINARY SHARES UPON CONVERSION Mgmt For For
OF CERTAIN NOTES WHICH WERE ISSUED TO THE CYPRESS
ENTITIES ON DECEMBER 31, 2004 (OR UPON EXERCISE
OF CERTAIN WARRANTS FOR WHICH THE NOTES ARE
EXCHANGEABLE PURSUANT TO THEIR TERMS, AS APPLICABLE).
- --------------------------------------------------------------------------------------------------------------------------
SCOTTISH RE GROUP LIMITED Agenda Number: 932299907
- --------------------------------------------------------------------------------------------------------------------------
Security: G7885T104
Meeting Type: Annual
Meeting Date: 04-May-2005
Ticker: SCT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
BILL CAULFEILD-BROWNE Mgmt For For
ROBERT M. CHMELY Mgmt For For
WILLIAM SPIEGEL Mgmt For For
JEAN CLAUDE DAMERVAL Mgmt For For
03 RATIFICATION OF ERNST & YOUNG AS INDEPENDENT Mgmt For For
AUDITORS.
- --------------------------------------------------------------------------------------------------------------------------
SEA CONTAINERS LTD. Agenda Number: 932326881
- --------------------------------------------------------------------------------------------------------------------------
Security: 811371103
Meeting Type: Annual
Meeting Date: 06-Jun-2005
Ticker: SCRB
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN D. CAMPBELL Mgmt For For
W. MURRAY GRINDROD Mgmt For For
ROBERT M. RIGGS Mgmt For For
CHARLES N.C. SHERWOOD Mgmt For For
JAMES B. SHERWOOD Mgmt For For
MICHAEL J.L. STRACEY Mgmt For For
02 APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE Mgmt For For
COMPANY S AUDITOR AND AUTHORIZATION OF THE
AUDIT COMMITTEE TO FIX AUDITOR S REMUNERATION.
- --------------------------------------------------------------------------------------------------------------------------
SEA CONTAINERS LTD. Agenda Number: 932326881
- --------------------------------------------------------------------------------------------------------------------------
Security: 811371707
Meeting Type: Annual
Meeting Date: 06-Jun-2005
Ticker: SCRA
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN D. CAMPBELL Mgmt Split 16% For 84% Withheld Split
W. MURRAY GRINDROD Mgmt Split 16% For 84% Withheld Split
ROBERT M. RIGGS Mgmt Split 16% For 84% Withheld Split
CHARLES N.C. SHERWOOD Mgmt Split 16% For 84% Withheld Split
JAMES B. SHERWOOD Mgmt Split 16% For 84% Withheld Split
MICHAEL J.L. STRACEY Mgmt Split 16% For 84% Withheld Split
02 APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE Mgmt For For
COMPANY S AUDITOR AND AUTHORIZATION OF THE
AUDIT COMMITTEE TO FIX AUDITOR S REMUNERATION.
- --------------------------------------------------------------------------------------------------------------------------
SELECTIVE INSURANCE GROUP, INC. Agenda Number: 932307590
- --------------------------------------------------------------------------------------------------------------------------
Security: 816300107
Meeting Type: Annual
Meeting Date: 27-Apr-2005
Ticker: SIGI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
PAUL D. BAUER Mgmt For For
JOAN M. LAMM-TENNANT Mgmt For For
RONALD L. O'KELLEY Mgmt For For
02 APPROVE THE SELECTIVE INSURANCE GROUP, INC. Mgmt For For
2005 OMNIBUS STOCK PLAN.
03 APPROVE THE SELECTIVE INSURANCE GROUP, INC, Mgmt For For
CASH INCENTIVE PLAN.
04 RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT Mgmt For For
PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
SEQUA CORPORATION Agenda Number: 932307730
- --------------------------------------------------------------------------------------------------------------------------
Security: 817320104
Meeting Type: Annual
Meeting Date: 05-May-2005
Ticker: SQAA
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MR. ALEXANDER Mgmt For For
MR. BARR Mgmt For For
MR. DWORMAN Mgmt For For
MR. LEFRAK Mgmt For For
MR. SOVERN Mgmt For For
MR. SULLIVAN Mgmt For For
MR. TSAI Mgmt For For
MR. WEINBERG Mgmt For For
MR. WEINSTEIN Mgmt For For
02 APPROVE THE MANAGEMENT INCENTIVE BONUS PROGRAM Mgmt For For
FOR CORPORATE EXECUTIVE OFFICERS
03 RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT Mgmt For For
AUDITORS FOR 2005
- --------------------------------------------------------------------------------------------------------------------------
SEQUA CORPORATION Agenda Number: 932307730
- --------------------------------------------------------------------------------------------------------------------------
Security: 817320203
Meeting Type: Annual
Meeting Date: 05-May-2005
Ticker: SQAB
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MR. ALEXANDER Mgmt For For
MR. BARR Mgmt For For
MR. DWORMAN Mgmt For For
MR. LEFRAK Mgmt For For
MR. SOVERN Mgmt For For
MR. SULLIVAN Mgmt For For
MR. TSAI Mgmt For For
MR. WEINBERG Mgmt For For
MR. WEINSTEIN Mgmt For For
02 APPROVE THE MANAGEMENT INCENTIVE BONUS PROGRAM Mgmt For For
FOR CORPORATE EXECUTIVE OFFICERS
03 RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT Mgmt For For
AUDITORS FOR 2005
- --------------------------------------------------------------------------------------------------------------------------
SERENA SOFTWARE, INC. Agenda Number: 932363170
- --------------------------------------------------------------------------------------------------------------------------
Security: 817492101
Meeting Type: Annual
Meeting Date: 24-Jun-2005
Ticker: SRNA
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DOUGLAS D. TROXEL Mgmt For For
ROBERT I. PENDER, JR. Mgmt For For
J. HALLAM DAWSON Mgmt Split 57% For 43% Withheld Split
DAVID G. DEWALT Mgmt For For
MARK E. WOODWARD Mgmt For For
CARL BASS Mgmt Split 57% For 43% Withheld Split
GREGORY J. OWENS Mgmt Split 57% For 43% Withheld Split
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Mgmt For For
CORPORATION S INDEPENDENT AUDITORS FOR THE
2006 FISCAL YEAR.
- --------------------------------------------------------------------------------------------------------------------------
SHOPPING.COM LTD Agenda Number: 932252214
- --------------------------------------------------------------------------------------------------------------------------
Security: M8405Q102
Meeting Type: Special
Meeting Date: 28-Jan-2005
Ticker: SHOP
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ALEX W. (PETE) HART Mgmt For For
ELIZABETH CROSS Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
SIGMATEL, INC. Agenda Number: 932272672
- --------------------------------------------------------------------------------------------------------------------------
Security: 82661W107
Meeting Type: Annual
Meeting Date: 21-Apr-2005
Ticker: SGTL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ALEXANDER M. DAVERN Mgmt For For
ROBERT T. DERBY Mgmt For For
02 TO APPROVE AMENDMENTS TO OUR 2003 EQUITY INCENTIVE Mgmt For For
PLAN WHICH (I) INCREASE THE MAXIMUM AGGREGATE
NUMBER OF SHARES THAT MAY BE ISSUED BY 2,500,000
SHARES, (II) REDUCE TO 500,000 THE NUMBER OF
SHARES WHICH MAY BE ISSUED PURSUANT TO ANY
STOCK PURCHASE RIGHT, STOCK BONUS, RESTRICTED
STOCK UNIT, PERFORMANCE SHARE OR UNIT, AND
(III) AMEND CERTAIN PROVISIONS OF THE PLAN.
- --------------------------------------------------------------------------------------------------------------------------
SILGAN HOLDINGS INC. Agenda Number: 932328481
- --------------------------------------------------------------------------------------------------------------------------
Security: 827048109
Meeting Type: Annual
Meeting Date: 23-May-2005
Ticker: SLGN
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
D. GREG HORRIGAN Mgmt Withheld Against
JOHN W. ALDEN Mgmt For For
02 TO APPROVE AN AMENDMENT TO THE SILGAN HOLDINGS Mgmt For For
INC. 2004 STOCK INCENTIVE PLAN WITH RESPECT
TO AWARDS TO NON-EMPLOYEE DIRECTORS.
03 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
SOURCE INTERLINK COMPANIES, INC. Agenda Number: 932191454
- --------------------------------------------------------------------------------------------------------------------------
Security: 836151209
Meeting Type: Annual
Meeting Date: 14-Jul-2004
Ticker: SORC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
S. LESLIE FLEGEL Mgmt For For
A. CLINTON ALLEN Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
SOURCE INTERLINK COMPANIES, INC. Agenda Number: 932258393
- --------------------------------------------------------------------------------------------------------------------------
Security: 836151209
Meeting Type: Special
Meeting Date: 28-Feb-2005
Ticker: SORC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 THE ISSUANCE OF OUR COMMON STOCK TO ALLIANCE Mgmt For For
ENTERTAINMENT CORP. STOCKHOLDERS IN CONNECTION
WITH THE MERGER OF ALLIANCE WITH AND INTO ALLIGATOR
ACQUISITION, LLC, OUR WHOLLY OWNED SUBSIDIARY
PURSUANT TO AN AGREEMENT AND PLAN OF MERGER
DATED AS OF NOVEMBER 18, 2004, BY AND AMONG
SOURCE INTERLINK, ALLIGATOR ACQUISITION, LLC
AND ALLIANCE.
02 AMENDMENT TO OUR ARTICLES OF INCORPORATION TO Mgmt For For
EFFECT AN INCREASE IN THE NUMBER OF AUTHORIZED
SHARES OF OUR COMMON STOCK FROM 40,000,000
TO 100,000,000.
03 OUR REINCORPORATION FROM A MISSOURI CORPORATION Mgmt For For
TO A DELAWARE CORPORATION.
04 GRANT OF DISCRETIONARY AUTHORITY TO OUR BOARD Mgmt For For
TO ADJOURN OR POSTPONE THE SPECIAL MEETING
TO A LATER DATE, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN
FAVOR OF THE FOREGOING PROPOSALS.
- --------------------------------------------------------------------------------------------------------------------------
SOVEREIGN BANCORP, INC. Agenda Number: 932278232
- --------------------------------------------------------------------------------------------------------------------------
Security: 845905108
Meeting Type: Annual
Meeting Date: 21-Apr-2005
Ticker: SOV
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
P. MICHAEL EHLERMAN Mgmt For For
MARIAN L. HEARD Mgmt For For
JAY S. SIDHU Mgmt For For
02 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS SOVEREIGN S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
SPARTECH CORPORATION Agenda Number: 932258608
- --------------------------------------------------------------------------------------------------------------------------
Security: 847220209
Meeting Type: Annual
Meeting Date: 09-Mar-2005
Ticker: SEH
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RALPH B. ANDY Mgmt For For
LLOYD E. CAMPBELL Mgmt For For
JACKSON W. ROBINSON Mgmt For For
02 RATIFY INDEPENDENT AUDITORS Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
STANDARD PACIFIC CORP. Agenda Number: 932295238
- --------------------------------------------------------------------------------------------------------------------------
Security: 85375C101
Meeting Type: Annual
Meeting Date: 10-May-2005
Ticker: SPF
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
STEPHEN J. SCARBOROUGH Mgmt For For
DOUGLAS C. JACOBS Mgmt For For
LARRY D. MCNABB Mgmt For For
02 APPROVAL OF THE 2005 STOCK INCENTIVE PLAN. Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
STEEL DYNAMICS, INC. Agenda Number: 932295454
- --------------------------------------------------------------------------------------------------------------------------
Security: 858119100
Meeting Type: Annual
Meeting Date: 19-May-2005
Ticker: STLD
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
KEITH E. BUSSE Mgmt For For
MARK D. MILLETT Mgmt For For
RICHARD P. TEETS, JR. Mgmt For For
JOHN C. BATES Mgmt For For
DR. FRANK D. BYRNE Mgmt For For
PAUL B. EDGERLEY Mgmt For For
RICHARD J. FREELAND Mgmt For For
NAOKI HIDAKA Mgmt For For
DR. JURGEN KOLB Mgmt For For
JAMES C. MARCUCCILLI Mgmt For For
JOSEPH D. RUFFOLO Mgmt For For
02 APPROVAL OF APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS AUDITORS FOR THE YEAR 2005.
- --------------------------------------------------------------------------------------------------------------------------
STEELCASE INC. Agenda Number: 932352393
- --------------------------------------------------------------------------------------------------------------------------
Security: 858155203
Meeting Type: Annual
Meeting Date: 23-Jun-2005
Ticker: SCS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
EARL D. HOLTON Mgmt For For
MICHAEL J. JANDERNOA Mgmt For For
PETER M. WEGE II Mgmt For For
KATE PEW WOLTERS Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
STERLING FINANCIAL CORPORATION -WA Agenda Number: 932286138
- --------------------------------------------------------------------------------------------------------------------------
Security: 859319105
Meeting Type: Annual
Meeting Date: 26-Apr-2005
Ticker: STSA
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DONALD N. BAUHOFER Mgmt For For
THOMAS H. BOONE Mgmt For For
HAROLD B. GILKEY Mgmt For For
02 TO RATIFY THE APPOINTMENT OF BDO SEIDMAN, LLP Mgmt For For
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE YEAR ENDING DECEMBER 31, 2005
AND ANY INTERIM PERIODS.
- --------------------------------------------------------------------------------------------------------------------------
STEWART & STEVENSON SERVICES, INC. Agenda Number: 932196733
- --------------------------------------------------------------------------------------------------------------------------
Security: 860342104
Meeting Type: Annual
Meeting Date: 09-Jul-2004
Ticker: SVC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MAX L. LUKENS Mgmt For For
ROBERT S. SULLIVAN Mgmt For For
JAMES M. TIDWELL Mgmt For For
02 APPROVAL OF ERNST & YOUNG LLP AS INDEPENDENT Mgmt For For
AUDITOR OF THE COMPANY.
03 APPROVAL OF AMENDMENT TO 1996 DIRECTOR STOCK Mgmt For For
PLAN.
04 APPROVAL OF AMENDED AND RESTATED 1993 NONOFFICER Mgmt For For
EMPLOYEE STOCK OPTION PLAN.
05 APPROVAL OF THE POSTPONEMENT OR ADJOURNMENT Mgmt For For
OF THE MEETING TO A LATER DATE TO SOLICIT ADDITIONAL
PROXIES, IF NECESSARY.
- --------------------------------------------------------------------------------------------------------------------------
STILLWATER MINING COMPANY Agenda Number: 932310307
- --------------------------------------------------------------------------------------------------------------------------
Security: 86074Q102
Meeting Type: Annual
Meeting Date: 03-May-2005
Ticker: SWC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CRAIG L. FULLER Mgmt For For
PATRICK M. JAMES Mgmt For For
STEVEN S. LUCAS Mgmt For For
JOSEPH P. MAZUREK Mgmt For For
FRANCIS R. MCALLISTER Mgmt For For
SHERYL K. PRESSLER Mgmt For For
DONALD W. RIEGLE Mgmt For For
TODD D. SCHAFER Mgmt For For
JACK E. THOMPSON Mgmt For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Mgmt For For
COMPANY S INDEPENDENT ACCOUNTANTS FOR 2005.
- --------------------------------------------------------------------------------------------------------------------------
STONE ENERGY CORPORATION Agenda Number: 932313492
- --------------------------------------------------------------------------------------------------------------------------
Security: 861642106
Meeting Type: Annual
Meeting Date: 18-May-2005
Ticker: SGY
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROBERT A. BERNHARD Mgmt For For
JAMES H. STONE Mgmt For For
DAVID H. WELCH Mgmt For For
02 RATIFICATION OF APPOINTMENT OF REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM.
- --------------------------------------------------------------------------------------------------------------------------
SUPPORTSOFT, INC. Agenda Number: 932332935
- --------------------------------------------------------------------------------------------------------------------------
Security: 868587106
Meeting Type: Annual
Meeting Date: 24-May-2005
Ticker: SPRT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RADHA R. BASU Mgmt For For
MANUEL F. DIAZ Mgmt For For
KEVIN C. EICHLER Mgmt For For
CLAUDE M. LEGLISE Mgmt For For
E. SCOTT RUSSELL Mgmt For For
JAMES THANOS Mgmt For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
- --------------------------------------------------------------------------------------------------------------------------
SWIFT TRANSPORTATION CO., INC. Agenda Number: 932327946
- --------------------------------------------------------------------------------------------------------------------------
Security: 870756103
Meeting Type: Annual
Meeting Date: 26-May-2005
Ticker: SWFT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
KARL ELLER Mgmt For For
PAUL M. MECRAY, III Mgmt For For
KAREN E. RASMUSSEN Mgmt For For
ROBERT W. CUNNINGHAM Mgmt For For
02 APPROVAL OF ADOPTION OF 2005 NON-EMPLOYEE DIRECTOR Mgmt Against Against
STOCK OPTION PLAN
03 RATIFICATION OF SELECTION OF KPMG LLP AS THE Mgmt For For
COMPANY S INDEPENDENT AUDITOR FOR FISCAL YEAR
2005
- --------------------------------------------------------------------------------------------------------------------------
SYMYX TECHNOLOGIES, INC. Agenda Number: 932310080
- --------------------------------------------------------------------------------------------------------------------------
Security: 87155S108
Meeting Type: Annual
Meeting Date: 26-May-2005
Ticker: SMMX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
KENNETH J. NUSSBACHER Mgmt For For
MARIO M. ROSATI Mgmt For For
PETER G. SCHULTZ Mgmt For For
02 APPROVAL OF AN AMENDMENT AND RESTATEMENT OF Mgmt For For
THE COMPANY S 1997 PLAN TO ADOPT A LIMIT ON
THE MAXIMUM NUMBER OF SHARES WITH RESPECT TO
WHICH STOCK OPTIONS AND RESTRICTED STOCK MAY
BE GRANTED TO ANY INDIVIDUAL UNDER THE 1997
STOCK PLAN, AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
03 RATIFYING THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
SYNNEX CORPORATION Agenda Number: 932265689
- --------------------------------------------------------------------------------------------------------------------------
Security: 87162W100
Meeting Type: Annual
Meeting Date: 23-Mar-2005
Ticker: SNX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MATTHEW F.C. MIAU Mgmt For For
ROBERT T. HUANG Mgmt For For
FRED A. BREIDENBACH Mgmt For For
DAVID RYNNE Mgmt For For
YOUNG SOHN Mgmt For For
DWIGHT A. STEFFENSEN Mgmt For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS.
- --------------------------------------------------------------------------------------------------------------------------
SYNOPSYS, INC. Agenda Number: 932325891
- --------------------------------------------------------------------------------------------------------------------------
Security: 871607107
Meeting Type: Annual
Meeting Date: 23-May-2005
Ticker: SNPS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
AART J. DE GEUS Mgmt For For
CHI-FOON CHAN Mgmt For For
BRUCE R. CHIZEN Mgmt For For
DEBORAH A. COLEMAN Mgmt For For
A. RICHARD NEWTON Mgmt For For
SASSON SOMEKH Mgmt For For
ROY VALLEE Mgmt For For
STEVEN C. WALSKE Mgmt For For
02 TO APPROVE A 2005 NON-EMPLOYEE DIRECTORS EQUITY Mgmt For For
INCENTIVE PLAN AND THE RESERVATION OF 300,000
SHARES OF OUR COMMON STOCK FOR ISSUANCE THEREUNDER.
03 TO APPROVE AN AMENDMENT TO OUR EMPLOYEE STOCK Mgmt For For
PURCHASE PLAN (INCLUDING THE INTERNATIONAL
COMPONENT WE REFER TO AS OUR INTERNATIONAL
EMPLOYEE STOCK PURCHASE PLAN) TO INCREASE THE
NUMBER OF SHARES OF COMMON STOCK AUTHORIZED
FOR ISSUANCE UNDER THE PLANS BY 4,000,000 SHARES.
04 TO APPROVE AN AMENDMENT TO OUR EMPLOYEE STOCK Mgmt For For
PURCHASE PLAN (INCLUDING THE INTERNATIONAL
COMPONENT WE REFER TO AS OUR INTERNATIONAL
EMPLOYEE STOCK PURCHASE PLAN) TO INCREASE THE
NUMBER OF SHARES OF COMMON STOCK PURCHASABLE
IN TOTAL BY ALL PARTICIPANTS ON ANY ONE SEMI
ANNUAL PURCHASE DATE FROM 1,000,000 SHARES
TO 2,000,000 SHARES.
05 TO APPROVE A PROPOSED EXCHANGE OF OUTSTANDING Mgmt For For
STOCK OPTIONS ISSUED UNDER OUR STOCK OPTION
PLANS HAVING AN EXERCISE PRICE EQUAL TO OR
GREATER THAN $25.00 PER SHARE, FOR A REDUCED
NUMBER OF NEW OPTIONS WITH NEW VESTING REQUIREMENTS
AND AN EXERCISE PRICE SET AT THE CURRENT MARKET
PRICE ON DATE OF GRANT, SUCH NEW OPTIONS TO
BE GRANTED AFTER THE EXPIRATION OF THE TENDER
OFFER.
06 TO RATIFY THE APPOINTMENT BY OUR AUDIT COMMITTEE Mgmt For For
OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
OCTOBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
TAKE-TWO INTERACTIVE SOFTWARE, INC. Agenda Number: 932346023
- --------------------------------------------------------------------------------------------------------------------------
Security: 874054109
Meeting Type: Annual
Meeting Date: 16-Jun-2005
Ticker: TTWO
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
PAUL EIBELER Mgmt For For
OLIVER R. GRACE, JR. Mgmt For For
ROBERT FLUG Mgmt For For
TODD EMMEL Mgmt For For
MARK LEWIS Mgmt For For
STEVEN TISCH Mgmt For For
BARBARA KACZYNSKI Mgmt For For
02 APPROVAL OF AMENDMENT TO THE COMPANY S 2002 Mgmt For For
STOCK OPTION PLAN.
03 APPROVAL OF AMENDMENT TO THE COMPANY S INCENTIVE Mgmt For For
STOCK PLAN.
- --------------------------------------------------------------------------------------------------------------------------
TD BANKNORTH INC. Agenda Number: 932331692
- --------------------------------------------------------------------------------------------------------------------------
Security: 87235A101
Meeting Type: Annual
Meeting Date: 24-May-2005
Ticker: BNK
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROBERT G. CLARKE Mgmt For For
P. KEVIN CONDRON Mgmt For For
JOHN OTIS DREW Mgmt For For
COLLEEN A. KHOURY Mgmt For For
DANA S. LEVENSON Mgmt For For
STEVEN T. MARTIN Mgmt For For
JOHN M. NAUGHTON Mgmt For For
MALCOLM W. PHILBROOK JR Mgmt For For
ANGELO P. PIZZAGALLI Mgmt For For
IRVING E. ROGERS, III Mgmt For For
WILLIAM J. RYAN Mgmt For For
CURTIS M. SCRIBNER Mgmt For For
GERRY S. WEIDEMA Mgmt For For
02 PROPOSAL TO APPROVE THE AMENDED AND RESTATED Mgmt For For
2003 EQUITY INCENTIVE PLAN.
- --------------------------------------------------------------------------------------------------------------------------
TECH DATA CORPORATION Agenda Number: 932341299
- --------------------------------------------------------------------------------------------------------------------------
Security: 878237106
Meeting Type: Annual
Meeting Date: 07-Jun-2005
Ticker: TECD
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES M. CRACCHIOLO Mgmt For For
JEFFERY P. HOWELLS Mgmt For For
DAVID M. UPTON Mgmt For For
02 TO APPROVE A PROPOSAL TO AMEND THE 2000 EQUITY Mgmt For For
INCENTIVE PLAN OF TECH DATA CORPORATION TO
ADD PROVISIONS ALLOWING FOR NON-EMPLOYEE DIRECTOR
PARTICIPATION.
- --------------------------------------------------------------------------------------------------------------------------
TECUMSEH PRODUCTS COMPANY Agenda Number: 932286479
- --------------------------------------------------------------------------------------------------------------------------
Security: 878895101
Meeting Type: Annual
Meeting Date: 27-Apr-2005
Ticker: TECUB
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
TODD W. HERRICK Mgmt For For
J. RUSSELL FOWLER Mgmt For For
PETER M. BANKS Mgmt For For
JON E. BARFIELD Mgmt For For
DAVID M. RISLEY Mgmt For For
VIRGINIA A. KAMSKY Mgmt For For
ALBERT A. KOCH Mgmt For For
02 TO RATIFY THE AUDIT COMMITTEE S SELECTION OF Mgmt For For
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S
INDEPENDENT ACCOUNTANTS FOR 2005.
- --------------------------------------------------------------------------------------------------------------------------
TELETECH HOLDINGS, INC. Agenda Number: 932297357
- --------------------------------------------------------------------------------------------------------------------------
Security: 879939106
Meeting Type: Annual
Meeting Date: 24-May-2005
Ticker: TTEC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
KENNETH D. TUCHMAN Mgmt For For
JAMES E. BARLETT Mgmt For For
W.A. LINNENBRINGER Mgmt For For
RUTH C. LIPPER Mgmt For For
SHRIKANT MEHTA Mgmt For For
SHIRLEY YOUNG Mgmt For For
02 AMENDMENT TO TELETECH HOLDINGS, INC. EMPLOYEE Mgmt For For
STOCK PURCHASE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS THE COMPANY S INDEPENDENT AUDITOR.
04 SHAREHOLDER PROPOSAL Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
TELIK, INC. Agenda Number: 932309431
- --------------------------------------------------------------------------------------------------------------------------
Security: 87959M109
Meeting Type: Annual
Meeting Date: 26-May-2005
Ticker: TELK
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
EDWARD W. CANTRALL, PHD Mgmt For For
STEVEN R. GOLDRING, MD Mgmt For For
02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Mgmt For For
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF THE COMPANY FOR ITS FISCAL YEAR ENDING
DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
TENNECO AUTOMOTIVE INC. Agenda Number: 932301601
- --------------------------------------------------------------------------------------------------------------------------
Security: 880349105
Meeting Type: Annual
Meeting Date: 10-May-2005
Ticker: TEN
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CHARLES W. CRAMB Mgmt For For
TIMOTHY R. DONOVAN Mgmt For For
M. KATHRYN EICKHOFF Mgmt For For
MARK P. FRISSORA Mgmt For For
FRANK E. MACHER Mgmt For For
ROGER B. PORTER Mgmt For For
DAVID B. PRICE, JR. Mgmt For For
DENNIS G. SEVERANCE Mgmt For For
PAUL T. STECKO Mgmt For For
JANE L. WARNER Mgmt For For
02 APPROVE APPOINTMENT OF DELOITTE & TOUCHE LLP Mgmt For For
AS INDEPENDENT PUBLIC ACCOUNTANTS FOR 2005
- --------------------------------------------------------------------------------------------------------------------------
TEXAS ROADHOUSE, INC. Agenda Number: 932338165
- --------------------------------------------------------------------------------------------------------------------------
Security: 882681109
Meeting Type: Annual
Meeting Date: 26-May-2005
Ticker: TXRH
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES R. RAMSEY Mgmt For For
JAMES R. ZARLEY Mgmt For For
02 THE RATIFICATION OF THE SELECTION OF KPMG LLP Mgmt For For
AS THE COMPANY S INDEPENDENT AUDITORS FOR 2005.
- --------------------------------------------------------------------------------------------------------------------------
THE BRINK'S COMPANY Agenda Number: 932305407
- --------------------------------------------------------------------------------------------------------------------------
Security: 109696104
Meeting Type: Annual
Meeting Date: 06-May-2005
Ticker: BCO
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RONALD M. GROSS Mgmt For For
MARC C. BRESLAWSKY Mgmt For For
JOHN S. BRINZO Mgmt For For
MICHAEL T. DAN Mgmt For For
02 TO APPROVE THE SELECTION OF KPMG LLP AS INDEPENDENT Mgmt For For
PUBLIC ACCOUNTANTS TO AUDIT THE ACCOUNTS OF
THE COMPANY AND ITS SUBSIDIARIES FOR THE YEAR
2005.
03 TO APPROVE THE MATERIAL TERMS OF THE PERFORMANCE Mgmt For For
GOALS UNDER THE BRINK S COMPANY MANAGEMENT
PERFORMANCE IMPROVEMENT PLAN.
04 TO APPROVE THE BRINK S COMPANY 2005 EQUITY INCENTIVE Mgmt For For
PLAN.
- --------------------------------------------------------------------------------------------------------------------------
THE CORPORATE EXECUTIVE BOARD COMPAN Agenda Number: 932203716
- --------------------------------------------------------------------------------------------------------------------------
Security: 21988R102
Meeting Type: Annual
Meeting Date: 28-Jul-2004
Ticker: EXBD
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES J. MCGONIGLE Mgmt For For
ROBERT C. HALL Mgmt For For
NANCY J. KARCH Mgmt For For
DAVID W. KENNY Mgmt For For
DANIEL O. LEEMON Mgmt For For
THOMAS L. MONAHAN III Mgmt For For
02 ADOPTION OF 2004 STOCK INCENTIVE PLAN Mgmt For For
03 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING
DECEMBER 31, 2004.
- --------------------------------------------------------------------------------------------------------------------------
THE GYMBOREE CORPORATION Agenda Number: 932333002
- --------------------------------------------------------------------------------------------------------------------------
Security: 403777105
Meeting Type: Annual
Meeting Date: 13-Jun-2005
Ticker: GYMB
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DANIEL R. LYLE Mgmt For For
JOHN C. POUND Mgmt Withheld Against
WILLIAM U. WESTERFIELD Mgmt For For
02 ADVISORY VOTE ON THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING JANUARY 28, 2006.
- --------------------------------------------------------------------------------------------------------------------------
THE LUBRIZOL CORPORATION Agenda Number: 932270159
- --------------------------------------------------------------------------------------------------------------------------
Security: 549271104
Meeting Type: Annual
Meeting Date: 25-Apr-2005
Ticker: LZ
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
PEGGY GORDON MILLER Mgmt For For
DOMINIC J. PILEGGI Mgmt For For
02 ADOPTION OF THE LUBRIZOL CORPORATION 2005 STOCK Mgmt For For
INCENTIVE PLAN
03 CONFIRMATION OF APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANT
- --------------------------------------------------------------------------------------------------------------------------
THE MANITOWOC COMPANY, INC. Agenda Number: 932313137
- --------------------------------------------------------------------------------------------------------------------------
Security: 563571108
Meeting Type: Annual
Meeting Date: 03-May-2005
Ticker: MTW
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DEAN H. ANDERSON Mgmt For For
KEITH D. NOSBUSCH Mgmt For For
ROBERT S. THROOP Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
THE MEDICINES COMPANY Agenda Number: 932326297
- --------------------------------------------------------------------------------------------------------------------------
Security: 584688105
Meeting Type: Annual
Meeting Date: 25-May-2005
Ticker: MDCO
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CLIVE A. MEANWELL Mgmt For For
ROBERT J. HUGIN Mgmt For For
ELIZABETH H.S. WYATT Mgmt For For
02 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER
31, 2005.
03 APPROVE THE AMENDMENT TO THE COMPANY S CERTIFICATE Mgmt For For
OF INCORPORATION TO INCREASE THE AUTHORIZED
NUMBER OF SHARES OF COMMON STOCK.
- --------------------------------------------------------------------------------------------------------------------------
THE REYNOLDS AND REYNOLDS COMPANY Agenda Number: 932253608
- --------------------------------------------------------------------------------------------------------------------------
Security: 761695105
Meeting Type: Annual
Meeting Date: 17-Feb-2005
Ticker: REY
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
STEPHANIE W. BERGERON Mgmt For For
DR. DAVID E. FRY Mgmt For For
RICHARD H. GRANT, III Mgmt For For
IRA D. HALL Mgmt For For
02 APPROVAL OF NON-EMPLOYEE DIRECTOR STOCK COMPENSATION Mgmt For For
PLAN
03 APPROVAL OF MATERIAL TERMS OF A PERFORMANCE-BASED Mgmt For For
COMPENSATION PLAN
04 RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
- --------------------------------------------------------------------------------------------------------------------------
THE RYLAND GROUP, INC. Agenda Number: 932271822
- --------------------------------------------------------------------------------------------------------------------------
Security: 783764103
Meeting Type: Annual
Meeting Date: 20-Apr-2005
Ticker: RYL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MR. DREIER Mgmt For For
MR. BANE Mgmt For For
MS. FRECON Mgmt For For
MR. HERNANDEZ Mgmt For For
MR. JEWS Mgmt For For
MR. MANSOUR Mgmt For For
MR. MELLOR Mgmt For For
MR. METCALFE Mgmt For For
MS. ST. MARTIN Mgmt For For
MR. VARELLO Mgmt For For
MR. WILSON Mgmt For For
02 APPROVAL OF THE RYLAND GROUP, INC. 2005 EQUITY Mgmt For For
INCENTIVE PLAN.
03 APPROVAL OF THE ARTICLES OF AMENDMENT TO INCREASE Mgmt For For
THE AUTHORIZED CAPITAL STOCK FROM 80,000,000
SHARES OF COMMON STOCK TO 200,000,000 SHARES
OF COMMON STOCK.
04 CONSIDERATION OF A PROPOSAL FROM THE NATHAN Shr Against For
CUMMINGS FOUNDATION (A STOCKHOLDER) REGARDING
THE CREATION OF AN INDEPENDENT COMMITTEE OF
THE BOARD TO REPORT ON ENERGY EFFICIENCY AND
GREENHOUSE GAS EMISSIONS.
- --------------------------------------------------------------------------------------------------------------------------
THE SCOTTS COMPANY Agenda Number: 932251072
- --------------------------------------------------------------------------------------------------------------------------
Security: 810186106
Meeting Type: Annual
Meeting Date: 27-Jan-2005
Ticker: SMG
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES HAGEDORN Mgmt For For
KAREN G. MILLS Mgmt For For
STEPHANIE M. SHERN Mgmt For For
JOHN WALKER, PH.D. Mgmt For For
02 APPROVAL OF THE SCOTTS COMPANY EMPLOYEE STOCK Mgmt For For
PURCHASE PLAN.
03 APPROVAL AND ADOPTION OF THE RESTRUCTURING OF Mgmt For For
THE SCOTTS CORPORATE STRUCTURE INTO A HOLDING
COMPANY BY MERGING SCOTTS INTO A NEWLY-CREATED,
WHOLLY-OWNED, SECOND-TIER LIMITED LIABILITY
COMPANY SUBSIDIARY PURSUANT TO THE AGREEMENT
AND PLAN OF MERGER ATTACHED TO THE PROXY STATEMENT/PROSPECTUS
AND ADOPTION OF THE AGREEMENT AND PLAN OF MERGER.
- --------------------------------------------------------------------------------------------------------------------------
THE SHAW GROUP INC. Agenda Number: 932249748
- --------------------------------------------------------------------------------------------------------------------------
Security: 820280105
Meeting Type: Annual
Meeting Date: 24-Jan-2005
Ticker: SGR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
J.M. BERNHARD, JR. Mgmt For For
T.A. BARFIELD, JR. Mgmt For For
JAMES F. BARKER Mgmt For For
L. LANE GRIGSBY Mgmt For For
DAVID W. HOYLE Mgmt For For
ALBERT D. MCALISTER Mgmt For For
CHARLES E. ROEMER, III Mgmt For For
JOHN W. SINDERS, JR. Mgmt For For
ROBERT L. BELK Mgmt For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS THE INDEPENDENT AUDITORS FOR THE SHAW GROUP
INC.
03 TO APPROVE AN AMENDMENT TO THE SHAW GROUP INC. Mgmt For For
2001 EMPLOYEE INCENTIVE COMPENSATION PLAN TO
INCREASE FROM 50,000 TO 300,000, THE MAXIMUM
NUMBER OF SHARES OF THE COMPANY S NO PAR VALUE
COMMON STOCK THAT MAY BE ALLOTTED TO ANY INDIVIDUAL
PURSUANT TO A RESTRICTED STOCK AWARD IN ANY
FISCAL YEAR.
04 IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED Mgmt Against Against
TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
- --------------------------------------------------------------------------------------------------------------------------
THE ST. JOE COMPANY Agenda Number: 932320687
- --------------------------------------------------------------------------------------------------------------------------
Security: 790148100
Meeting Type: Annual
Meeting Date: 17-May-2005
Ticker: JOE
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MICHAEL L. AINSLIE Mgmt For For
JOHN S. LORD Mgmt Withheld Against
HUGH M. DURDEN Mgmt For For
WALTER L. REVELL Mgmt For For
THOMAS A. FANNING Mgmt For For
PETER S. RUMMELL Mgmt For For
ADAM W. HERBERT, JR. Mgmt For For
WILLIAM H. WALTON, III Mgmt For For
DELORES M. KESLER Mgmt For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Mgmt For For
INDEPENDENT AUDITORS OF THE COMPANY FOR THE
2005 FISCAL YEAR.
- --------------------------------------------------------------------------------------------------------------------------
THE TALBOTS, INC. Agenda Number: 932320928
- --------------------------------------------------------------------------------------------------------------------------
Security: 874161102
Meeting Type: Annual
Meeting Date: 26-May-2005
Ticker: TLB
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ARNOLD B. ZETCHER Mgmt For For
JOHN W. GLEESON Mgmt For For
YOICHI KIMURA Mgmt Withheld Against
MOTOYA OKADA Mgmt Withheld Against
GARY M. PFEIFFER Mgmt For For
SUSAN M. SWAIN Mgmt Withheld Against
TOSHIJI TOKIWA Mgmt Withheld Against
ISAO TSURUTA Mgmt Withheld Against
02 TO APPROVE A TEN YEAR EXTENSION AND OTHER MODIFICATIONS Mgmt For For
TO THE RESTATED DIRECTORS STOCK PLAN.
03 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
FOR THE 2005 FISCAL YEAR.
- --------------------------------------------------------------------------------------------------------------------------
THE TIMBERLAND COMPANY Agenda Number: 932318606
- --------------------------------------------------------------------------------------------------------------------------
Security: 887100105
Meeting Type: Annual
Meeting Date: 19-May-2005
Ticker: TBL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
SIDNEY W. SWARTZ Mgmt For For
JEFFREY B. SWARTZ Mgmt For For
IAN W. DIERY Mgmt For For
IRENE M. ESTEVES Mgmt For For
JOHN A. FITZSIMMONS Mgmt For For
VIRGINIA H. KENT Mgmt For For
KENNETH T. LOMBARD Mgmt For For
EDWARD W. MONEYPENNY Mgmt For For
PETER R. MOORE Mgmt For For
BILL SHORE Mgmt For For
TERDEMA L. USSERY, II Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
THE TJX COMPANIES, INC. Agenda Number: 932334749
- --------------------------------------------------------------------------------------------------------------------------
Security: 872540109
Meeting Type: Annual
Meeting Date: 07-Jun-2005
Ticker: TJX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GAIL DEEGAN Mgmt For For
DENNIS F. HIGHTOWER Mgmt For For
JOHN F. O'BRIEN Mgmt For For
WILLOW B. SHIRE Mgmt For For
02 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP.
03 AMENDMENT TO CERTIFICATE OF INCORPORATION TO Mgmt For For
DECLASSIFY BOARD OF DIRECTORS.
04 SHAREHOLDER PROPOSAL REGARDING ILO STANDARDS Shr Against For
CODE OF CONDUCT AND INDEPENDENT MONITORING.
05 SHAREHOLDER PROPOSAL REGARDING BOARD REPORT Shr Against For
ON VENDOR COMPLIANCE PROGRAM.
06 SHAREHOLDER PROPOSAL REGARDING ELECTION OF DIRECTORS Shr Against For
BY MAJORITY VOTE.
- --------------------------------------------------------------------------------------------------------------------------
THE TORO COMPANY Agenda Number: 932259612
- --------------------------------------------------------------------------------------------------------------------------
Security: 891092108
Meeting Type: Annual
Meeting Date: 15-Mar-2005
Ticker: TTC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPROVE AMENDMENT OF AMENDED AND RESTATED CERTIFICATE Mgmt For For
OF INCORPORATION TO INCREASE THE AUTHORIZED
SHARES.
02 APPROVE AMENDMENT OF AMENDED AND RESTATED CERTIFICATE Mgmt For For
OF INCORPORATION TO INCREASE SIZE OF BOARD.
03 DIRECTOR
R.O. BAUKOL Mgmt For For
K.J. HARLESS Mgmt For For
M.J. HOFFMAN Mgmt For For
D.R. OLSETH Mgmt For For
04 APPROVE AMENDMENTS OF ANNUAL MANAGEMENT INCENTIVE Mgmt For For
PLAN II.
05 APPROVE AMENDMENT OF THE TORO COMPANY 2000 STOCK Mgmt Against Against
OPTION PLAN.
06 RATIFY SELECTION OF INDEPENDENT AUDITORS FOR Mgmt For For
FISCAL 2005.
07 TO TRANSACT ANY OTHER BUSINESS PROPERLY BROUGHT Mgmt Against Against
BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT
OF THE MEETING.
- --------------------------------------------------------------------------------------------------------------------------
THOMAS & BETTS CORPORATION Agenda Number: 932271961
- --------------------------------------------------------------------------------------------------------------------------
Security: 884315102
Meeting Type: Annual
Meeting Date: 04-May-2005
Ticker: TNB
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
E.H. DREW Mgmt For For
T.K. DUNNIGAN Mgmt For For
J.K. HAUSWALD Mgmt For For
D. JERNIGAN Mgmt For For
R.B. KALICH SR. Mgmt For For
K.R. MASTERSON Mgmt For For
D.J. PILEGGI Mgmt For For
J.P. RICHARD Mgmt For For
D.D. STEVENS Mgmt For For
W.H. WALTRIP Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM.
- --------------------------------------------------------------------------------------------------------------------------
TOO, INC. Agenda Number: 932319367
- --------------------------------------------------------------------------------------------------------------------------
Security: 890333107
Meeting Type: Annual
Meeting Date: 19-May-2005
Ticker: TOO
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
PHILIP E. MALLOTT Mgmt For For
MICHAEL W. RAYDEN Mgmt For For
02 APPROVE AND ADOPT THE COMPANY S 2005 STOCK OPTION Mgmt For For
AND PERFORMANCE INCENTIVE PLAN.
03 APPROVE AND ADOPT THE COMPANY S 2005 STOCK PLAN Mgmt For For
FOR NON-ASSOCIATE DIRECTORS.
- --------------------------------------------------------------------------------------------------------------------------
TOYS 'R' US, INC. Agenda Number: 932361239
- --------------------------------------------------------------------------------------------------------------------------
Security: 892335100
Meeting Type: Special
Meeting Date: 23-Jun-2005
Ticker: TOY
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED Mgmt For For
AS OF MARCH 17, 2005, AMONG TOYS R US, INC.,
GLOBAL TOYS ACQUISITION, LLC AND GLOBAL TOYS
ACQUISITION MERGER SUB, INC., AS IT MAY BE
AMENDED FROM TIME TO TIME.
- --------------------------------------------------------------------------------------------------------------------------
TRIAD GUARANTY INC. Agenda Number: 932307881
- --------------------------------------------------------------------------------------------------------------------------
Security: 895925105
Meeting Type: Annual
Meeting Date: 19-May-2005
Ticker: TGIC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GLENN T. AUSTIN, JR. Mgmt For For
ROBERT T. DAVID Mgmt For For
WILLIAM T. RATLIFF, III Mgmt For For
MICHAEL A.F. ROBERTS Mgmt For For
RICHARD S. SWANSON Mgmt For For
DARRYL W. THOMPSON Mgmt For For
DAVID W. WHITEHURST Mgmt Withheld Against
- --------------------------------------------------------------------------------------------------------------------------
TRIAD HOSPITALS, INC. Agenda Number: 932325865
- --------------------------------------------------------------------------------------------------------------------------
Security: 89579K109
Meeting Type: Annual
Meeting Date: 24-May-2005
Ticker: TRI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MICHAEL J. PARSONS Mgmt For For
THOMAS G. LOEFFLER, ESQ Mgmt For For
UWE E. REINHARDT, PH.D. Mgmt For For
02 RATIFICATION OF ERNST & YOUNG LLP AS TRIAD S Mgmt For For
REGISTERED INDEPENDENT ACCOUNTING FIRM.
03 APPROVAL OF AMENDMENT AND RESTATEMENT OF THE Mgmt For For
TRIAD HOSPITALS, INC. 1999 LONG-TERM INCENTIVE
PLAN TO, AMONG OTHER THINGS, INCREASE THE NUMBER
OF AUTHORIZED SHARES THEREUNDER FROM 19,000,000
TO 20,500,000.
04 APPROVAL OF AMENDMENT AND RESTATEMENT OF THE Mgmt For For
TRIAD HOSPITALS, INC. MANAGEMENT STOCK PURCHASE
PLAN TO, AMONG OTHER THINGS, INCREASE THE NUMBER
OF AUTHORIZED SHARES THEREUNDER FROM 260,000
TO 520,000.
- --------------------------------------------------------------------------------------------------------------------------
TRIDENT MICROSYSTEMS, INC. Agenda Number: 932267114
- --------------------------------------------------------------------------------------------------------------------------
Security: 895919108
Meeting Type: Annual
Meeting Date: 24-Mar-2005
Ticker: TRID
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO APPROVE THE ACQUISITION BY TRIDENT OF THE Mgmt For For
MINORITY INTEREST IN ITS TAIWANESE SUBSIDIARY,
TRIDENT TECHNOLOGIES INC.
02 DIRECTOR
FRANK C. LIN Mgmt For For
GLEN M. ANTLE Mgmt For For
03 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING JUNE 30, 2005.
- --------------------------------------------------------------------------------------------------------------------------
TWEETER HOME ENTERTAINMENT GROUP, IN Agenda Number: 932250234
- --------------------------------------------------------------------------------------------------------------------------
Security: 901167106
Meeting Type: Annual
Meeting Date: 25-Jan-2005
Ticker: TWTR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MATTHEW BRONFMAN Mgmt For For
STEVEN FISCHMAN Mgmt For For
02 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS INDEPENDENT AUDITORS.
- --------------------------------------------------------------------------------------------------------------------------
U.S. XPRESS ENTERPRISES, INC. Agenda Number: 932309126
- --------------------------------------------------------------------------------------------------------------------------
Security: 90338N103
Meeting Type: Annual
Meeting Date: 05-May-2005
Ticker: XPRSA
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
PATRICK E. QUINN Mgmt Withheld Against
MAX L. FULLER Mgmt Withheld Against
JAMES E. HALL Mgmt For For
JOHN W. MURREY, III Mgmt For For
ROBERT J. SUDDERTH, JR. Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
U.S.I. HOLDINGS CORPORATION Agenda Number: 932333292
- --------------------------------------------------------------------------------------------------------------------------
Security: 90333H101
Meeting Type: Annual
Meeting Date: 25-May-2005
Ticker: USIH
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ESLICK, DAVID L. Mgmt For For
FRIEDEN, RONALD E. Mgmt For For
HAVERLAND, RICHARD M. Mgmt For For
HAYES, THOMAS A. Mgmt For For
LYTLE, L. BEN Mgmt For For
SPASS, ROBERT A. Mgmt For For
WRIGHT, ROBERT F. Mgmt For For
02 APPROVAL OF AMENDED AND RESTATED CERTIFICATE Mgmt For For
OF INCORPORATION
- --------------------------------------------------------------------------------------------------------------------------
UNITED STATIONERS INC. Agenda Number: 932303821
- --------------------------------------------------------------------------------------------------------------------------
Security: 913004107
Meeting Type: Annual
Meeting Date: 11-May-2005
Ticker: USTR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RICHARD W. GOCHNAUER Mgmt For For
DANIEL J. GOOD Mgmt For For
JOHN J. ZILLMER Mgmt For For
02 RATIFICATION OF THE SELECTION OF ERNST & YOUNG Mgmt For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS FOR 2005.
03 APPROVAL OF THE AMENDED AND RESTATED MANAGEMENT Mgmt For For
INCENTIVE PLAN.
- --------------------------------------------------------------------------------------------------------------------------
UNIVERSAL HEALTH SERVICES, INC. Agenda Number: 932340968
- --------------------------------------------------------------------------------------------------------------------------
Security: 913903100
Meeting Type: Annual
Meeting Date: 02-Jun-2005
Ticker: UHS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN F. WILLIAMS JR. MD Mgmt For For
02 THE APPROVAL OF THE UNIVERSAL HEALTH SERVICES, Mgmt For For
INC. 2005 STOCK INCENTIVE PLAN
03 THE APPROVAL OF THE UNIVERSAL HEALTH SERVICES, Mgmt For For
INC. 2005 EXECUTIVE INCENTIVE PLAN
04 THE APPROVAL OF THE UNIVERSAL HEALTH SERVICES, Mgmt For For
INC. EMPLOYEE STOCK PURCHASE PLAN
05 THE CONSIDERATION OF ONE STOCKHOLDER PROPOSAL Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
USEC INC. Agenda Number: 932288170
- --------------------------------------------------------------------------------------------------------------------------
Security: 90333E108
Meeting Type: Annual
Meeting Date: 21-Apr-2005
Ticker: USU
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES R. MELLOR Mgmt For For
MICHAEL H. ARMACOST Mgmt For For
JOYCE F. BROWN Mgmt For For
JOHN R. HALL Mgmt For For
W. HENSON MOORE Mgmt For For
JOSEPH F. PAQUETTE, JR. Mgmt For For
JAMES D. WOODS Mgmt For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS USEC S INDEPENDENT AUDITORS FOR 2005.
- --------------------------------------------------------------------------------------------------------------------------
VERINT SYSTEMS INC. Agenda Number: 932198307
- --------------------------------------------------------------------------------------------------------------------------
Security: 92343X100
Meeting Type: Annual
Meeting Date: 27-Jul-2004
Ticker: VRNT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
KOBI ALEXANDER Mgmt Withheld Against
PAUL BAKER Mgmt Withheld Against
DAN BODNER Mgmt Withheld Against
VICTOR DE MARINES Mgmt For For
DAVID KREINBERG Mgmt Withheld Against
DAVID LEDWELL Mgmt Withheld Against
KENNETH MINIHAN Mgmt For For
LARRY MYERS Mgmt For For
IGAL NISSIM Mgmt Withheld Against
HARRIS OLINER Mgmt Withheld Against
PAUL ROBINSON Mgmt Withheld Against
HOWARD SAFIR Mgmt For For
WILLIAM SORIN Mgmt Withheld Against
02 ADOPTION OF THE VERINT SYSTEMS INC. 2004 STOCK Mgmt For For
INCENTIVE COMPENSATION PLAN.
03 RATIFICATION OF ENGAGEMENT OF DELOITTE & TOUCHE Mgmt For For
LLP TO SERVE AS INDEPENDENT AUDITORS OF VERINT
SYSTEMS INC. FOR THE FISCAL YEAR ENDING JANUARY
31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
VERITY, INC. Agenda Number: 932214202
- --------------------------------------------------------------------------------------------------------------------------
Security: 92343C106
Meeting Type: Annual
Meeting Date: 30-Sep-2004
Ticker: VRTY
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
KARL C. POWELL, JR. Mgmt For For
GARY J. SBONA Mgmt For For
JOHN G. SCHWARZ Mgmt Withheld Against
02 TO AMEND THE COMPANY S 1995 EMPLOYEE STOCK PURCHASE Mgmt For For
PLAN TO PROVIDE FOR THE RESERVATION OF 2,000,000
ADDITIONAL SHARES OF COMMON STOCK FOR ISSUANCE
THEREUNDER.
03 TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT Mgmt For For
AUDITORS OF VERITY, INC. FOR ITS FISCAL YEAR
ENDING MAY 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
VISHAY INTERTECHNOLOGY, INC. Agenda Number: 932308148
- --------------------------------------------------------------------------------------------------------------------------
Security: 928298108
Meeting Type: Annual
Meeting Date: 10-May-2005
Ticker: VSH
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ELIYAHU HURVITZ Mgmt For For
DR. ABRAHAM LUDOMIRSKI Mgmt For For
MARK I. SOLOMON Mgmt For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS VISHAY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE YEAR ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
VISTEON CORPORATION Agenda Number: 932293789
- --------------------------------------------------------------------------------------------------------------------------
Security: 92839U107
Meeting Type: Annual
Meeting Date: 11-May-2005
Ticker: VC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MARLA C. GOTTSCHALK Mgmt For For
WILLIAM H. GRAY, III Mgmt For For
JAMES D. THORNTON Mgmt For For
02 RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
FISCAL YEAR 2005.
03 A SHAREHOLDER PROPOSAL RELATING TO THE ANNUAL Shr For Against
ELECTION OF DIRECTORS.
- --------------------------------------------------------------------------------------------------------------------------
VOLT INFORMATION SCIENCES, INC. Agenda Number: 932268394
- --------------------------------------------------------------------------------------------------------------------------
Security: 928703107
Meeting Type: Annual
Meeting Date: 08-Apr-2005
Ticker: VOL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM SHAW Mgmt For For
WILLIAM H. TURNER Mgmt For For
THERESA A. HAVELL Mgmt For For
02 THE PROPOSAL TO RATIFY THE ACTION OF THE BOARD Mgmt For For
OF DIRECTORS IN APPOINTING ERNST & YOUNG LLP
AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
OCTOBER 30, 2005.
- --------------------------------------------------------------------------------------------------------------------------
WATSON WYATT & COMPANY HOLDINGS Agenda Number: 932229948
- --------------------------------------------------------------------------------------------------------------------------
Security: 942712100
Meeting Type: Annual
Meeting Date: 19-Nov-2004
Ticker: WW
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
I DIRECTOR
R. MICHAEL MCCULLOUGH Mgmt For For
PAUL N. THORNTON Mgmt For For
II APPROVAL OF A PROPOSAL TO INCREASE THE NUMBER Mgmt For For
OF SHARES WHICH MAY BE ISSUED UNDER THE COMPENSATION
PLAN FOR OUTSIDE DIRECTORS.
- --------------------------------------------------------------------------------------------------------------------------
WCI COMMUNITIES, INC. Agenda Number: 932326374
- --------------------------------------------------------------------------------------------------------------------------
Security: 92923C104
Meeting Type: Annual
Meeting Date: 18-May-2005
Ticker: WCI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPROVE THE AMENDMENT TO THE RESTATED CERTIFICATE Mgmt For For
OF INCORPORATION.
02 DIRECTOR
HILLIARD M. EURE, III Mgmt For For
ALFRED HOFFMAN, JR. Mgmt For For
STEWART TURLEY Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
WEBSENSE, INC. Agenda Number: 932336084
- --------------------------------------------------------------------------------------------------------------------------
Security: 947684106
Meeting Type: Annual
Meeting Date: 07-Jun-2005
Ticker: WBSN
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MARK S. ST.CLARE Mgmt For For
PETER C. WALLER Mgmt For For
02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Mgmt For For
AS INDEPENDENT AUDITORS OF THE COMPANY FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
WEBSTER FINANCIAL CORPORATION Agenda Number: 932269447
- --------------------------------------------------------------------------------------------------------------------------
Security: 947890109
Meeting Type: Annual
Meeting Date: 21-Apr-2005
Ticker: WBS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GEORGE T. CARPENTER Mgmt For For
JOHN J. CRAWFORD Mgmt For For
C. MICHAEL JACOBI Mgmt For For
02 TO AMEND WEBSTER S 1992 STOCK OPTION PLAN. Mgmt For For
03 TO RATIFY THE APPOINTMENT BY THE BOARD OF DIRECTORS Mgmt For For
OF THE FIRM OF KPMG LLP AS INDEPENDENT AUDITORS
OF WEBSTER FOR THE FISCAL YEAR ENDING DECEMBER
31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
WESTCORP Agenda Number: 932297408
- --------------------------------------------------------------------------------------------------------------------------
Security: 957907108
Meeting Type: Annual
Meeting Date: 26-Apr-2005
Ticker: WES
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JUDITH M. BARDWICK Mgmt For For
ROBERT T. BARNUM Mgmt For For
JAMES R. DOWLAN Mgmt For For
DUANE A. NELLES Mgmt For For
ERNEST S. RADY Mgmt For For
HARRY M. RADY Mgmt For For
CHARLES E. SCRIBNER Mgmt For For
THOMAS A. WOLFE Mgmt For For
02 AMEND ARTICLE I OF WESTCORP S ARTICLES OF INCORPORATION, Mgmt For For
CONDITIONED UPON THE COMPLETION OF THE MERGER
OF WFS FINANCIAL INC INTO WESTERN FINANCIAL
BANK, TO READ IN FULL AS FOLLOWS: ARTICLE
I: THE NAME OF THIS CORPORATION IS WESTERN
FINANCIAL BANCORP
03 APPROVE THE WESTCORP STOCK INCENTIVE PLAN Mgmt Against Against
04 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------------------------------------------------
WMS INDUSTRIES INC. Agenda Number: 932236006
- --------------------------------------------------------------------------------------------------------------------------
Security: 929297109
Meeting Type: Annual
Meeting Date: 09-Dec-2004
Ticker: WMS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
LOUIS J. NICASTRO Mgmt Withheld Against
BRIAN R. GAMACHE Mgmt Withheld Against
NORMAN J. MENELL Mgmt Withheld Against
HAROLD H. BACH, JR. Mgmt Withheld Against
WILLIAM C. BARTHOLOMAY Mgmt Withheld Against
NEIL D. NICASTRO Mgmt Withheld Against
HARVEY REICH Mgmt For For
IRA S. SHEINFELD Mgmt Withheld Against
WILLIAM J. VARESCHI, JR Mgmt For For
02 RATIFICATION OF 2005 INCENTIVE PLAN. Mgmt For For
03 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
FOR FISCAL 2005.
- --------------------------------------------------------------------------------------------------------------------------
WOODHEAD INDUSTRIES, INC. Agenda Number: 932250311
- --------------------------------------------------------------------------------------------------------------------------
Security: 979438108
Meeting Type: Annual
Meeting Date: 03-Feb-2005
Ticker: WDHD
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
PHILIPPE LEMAITRE Mgmt For For
SARILEE K. NORTON Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS INDEPENDENT PUBLIC ACCOUNTANTS.
- --------------------------------------------------------------------------------------------------------------------------
YORK INTERNATIONAL CORPORATION Agenda Number: 932329407
- --------------------------------------------------------------------------------------------------------------------------
Security: 986670107
Meeting Type: Annual
Meeting Date: 26-May-2005
Ticker: YRK
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
W. MICHAEL CLEVY Mgmt For For
J. RODERICK HELLER, III Mgmt For For
ROBERT F.B. LOGAN Mgmt For For
GERALD C. MCDONOUGH Mgmt For For
C. DAVID MYERS Mgmt For For
PAUL J. POWERS Mgmt For For
DONALD M. ROBERTS Mgmt For For
JAMES A. URRY Mgmt For For
02 RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY Mgmt For For
S INDEPENDENT AUDITORS.
- --------------------------------------------------------------------------------------------------------------------------
ZOLL MEDICAL CORPORATION Agenda Number: 932253937
- --------------------------------------------------------------------------------------------------------------------------
Security: 989922109
Meeting Type: Annual
Meeting Date: 08-Feb-2005
Ticker: ZOLL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DANIEL M. MULVENA Mgmt For For
BENSON F. SMITH Mgmt For For
Managers Value Fund
- --------------------------------------------------------------------------------------------------------------------------
ABBOTT LABORATORIES Agenda Number: 932281188
- --------------------------------------------------------------------------------------------------------------------------
Security: 002824100
Meeting Type: Annual
Meeting Date: 22-Apr-2005
Ticker: ABT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
R.S. AUSTIN Mgmt For For
W.M. DALEY Mgmt For For
H.L. FULLER Mgmt For For
R.A. GONZALEZ Mgmt For For
J.M. GREENBERG Mgmt For For
J.M. LEIDEN Mgmt For For
D.A.L. OWEN Mgmt For For
B. POWELL, JR. Mgmt For For
A.B. RAND Mgmt For For
W.A. REYNOLDS Mgmt For For
R.S. ROBERTS Mgmt For For
W.D. SMITHBURG Mgmt For For
J.R. WALTER Mgmt For For
M.D. WHITE Mgmt For For
02 RATIFICATION OF DELOITTE & TOUCHE LLP AS AUDITORS. Mgmt For For
03 SHAREHOLDER PROPOSAL - EXECUTIVE COMPENSATION Shr Against For
04 SHAREHOLDER PROPOSAL - PERFORMANCE BASED OPTIONS Shr Against For
05 SHAREHOLDER PROPOSAL - IN VITRO TESTING Shr Against For
06 SHAREHOLDER PROPOSAL - POLITICAL CONTRIBUTIONS Shr Against For
07 SHAREHOLDER PROPOSAL - HIV/AIDS-TB-MALARIA PANDEMICS Shr Against For
08 SHAREHOLDER PROPOSAL - SEPARATING THE ROLES Shr Against For
OF CHAIR AND CEO
- --------------------------------------------------------------------------------------------------------------------------
ACE LIMITED Agenda Number: 932331349
- --------------------------------------------------------------------------------------------------------------------------
Security: G0070K103
Meeting Type: Annual
Meeting Date: 26-May-2005
Ticker: ACE
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A DIRECTOR
EVAN G. GREENBERG Mgmt For For
JOHN A. KROL Mgmt For For
B RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS THE INDEPENDENT AUDITORS OF ACE LIMITED
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
AIR PRODUCTS AND CHEMICALS, INC. Agenda Number: 932244851
- --------------------------------------------------------------------------------------------------------------------------
Security: 009158106
Meeting Type: Annual
Meeting Date: 27-Jan-2005
Ticker: APD
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MICHAEL J. DONAHUE Mgmt For For
URSULA F. FAIRBAIRN Mgmt For For
JOHN P. JONES III Mgmt For For
LAWRENCE S. SMITH Mgmt For For
02 APPOINTMENT OF AUDITORS. RATIFICATION OF APPOINTMENT Mgmt For For
OF KPMG LLP, AS INDEPENDENT AUDITORS FOR FISCAL
YEAR 2005.
- --------------------------------------------------------------------------------------------------------------------------
AMERISOURCEBERGEN CORPORATION Agenda Number: 932259206
- --------------------------------------------------------------------------------------------------------------------------
Security: 03073E105
Meeting Type: Annual
Meeting Date: 04-Mar-2005
Ticker: ABC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RODNEY H. BRADY Mgmt For For
CHARLES H. COTROS Mgmt For For
JANE E. HENNEY, M.D. Mgmt For For
R. DAVID YOST Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM
- --------------------------------------------------------------------------------------------------------------------------
AXIS CAPITAL HOLDINGS LTD. Agenda Number: 932232806
- --------------------------------------------------------------------------------------------------------------------------
Security: G0692U109
Meeting Type: Special
Meeting Date: 09-Dec-2004
Ticker: AXS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO AMEND THE BYE-LAWS OF AXIS CAPITAL HOLDINGS Mgmt For For
LIMITED AS DESCRIBED IN THE PROXY STATEMENT.
02 TO AMEND THE BYE-LAWS OF AXIS SPECIALTY LIMITED Mgmt For For
AS DESCRIBED IN THE PROXY STATEMENT.
03 TO AMEND THE ARTICLES OF ASSOCIATION OF AXIS Mgmt For For
SPECIALTY HOLDINGS IRELAND LIMITED AS DESCRIBED
IN THE PROXY STATEMENT.
04 TO AUTHORIZE THE ELECTIONS BY AXIS CAPITAL HOLDINGS Mgmt For For
LIMITED AND AXIS SPECIALTY HOLDINGS IRELAND
LIMITED TO DISPENSE WITH THE ANNUAL GENERAL
MEETINGS OF THE IRISH SUBSIDIARIES OF AXIS
CAPITAL HOLDINGS LIMITED.
05 TO AMEND THE ARTICLES OF ASSOCIATION OF AXIS Mgmt For For
SPECIALTY UK IRELAND LIMITED AS DESCRIBED IN
THE PROXY STATEMENT.
06 TO AUTHORIZE THE LIQUIDATION OF AXIS SPECIALTY Mgmt For For
UK HOLDINGS LIMITED.
07 TO AUTHORIZE THE DISSOLUTION OF AXIS SPECIALTY Mgmt For For
(BARBADOS) LIMITED.
- --------------------------------------------------------------------------------------------------------------------------
BANK OF AMERICA CORPORATION Agenda Number: 932279979
- --------------------------------------------------------------------------------------------------------------------------
Security: 060505104
Meeting Type: Annual
Meeting Date: 27-Apr-2005
Ticker: BAC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM BARNET, III Mgmt For For
CHARLES W. COKER Mgmt For For
JOHN T. COLLINS Mgmt For For
GARY L. COUNTRYMAN Mgmt Split 53% For 47% Withheld Split
PAUL FULTON Mgmt For For
CHARLES K. GIFFORD Mgmt For For
W. STEVEN JONES Mgmt For For
KENNETH D. LEWIS Mgmt For For
WALTER E. MASSEY Mgmt For For
THOMAS J. MAY Mgmt For For
PATRICIA E. MITCHELL Mgmt For For
EDWARD L. ROMERO Mgmt For For
THOMAS M. RYAN Mgmt Split 53% For 47% Withheld Split
O. TEMPLE SLOAN, JR. Mgmt For For
MEREDITH R. SPANGLER Mgmt For For
ROBERT L. TILLMAN Mgmt For For
JACKIE M. WARD Mgmt For For
02 RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS Mgmt For For
03 STOCKHOLDER PROPOSAL - POLITICAL CONTRIBUTIONS Shr Against For
04 STOCKHOLDER PROPOSAL - NOMINATION OF DIRECTORS Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
BP P.L.C. Agenda Number: 932264548
- --------------------------------------------------------------------------------------------------------------------------
Security: 055622104
Meeting Type: Annual
Meeting Date: 14-Apr-2005
Ticker: BP
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DR D C ALLEN Mgmt For For
LORD BROWNE Mgmt For For
MR J H BRYAN Mgmt For For
MR A BURGMANS Mgmt For For
MR I C CONN Mgmt For For
MR E B DAVIS, JR Mgmt For For
MR D J FLINT Mgmt For For
DR B E GROTE Mgmt For For
DR A B HAYWARD Mgmt For For
DR D S JULIUS Mgmt For For
SIR TOM MCKILLOP Mgmt For For
MR J A MANZONI Mgmt For For
DR W E MASSEY Mgmt For For
MR H M P MILES Mgmt For For
SIR IAN PROSSER Mgmt For For
MR M H WILSON Mgmt For For
MR P D SUTHERLAND Mgmt For For
02 TO RE-APPOINT ERNST & YOUNG LLP AS AUDITORS Mgmt For For
AND AUTHORIZE THE BOARD TO SET THEIR REMUNERATION
03 TO GIVE AUTHORITY TO ALLOT SHARES UP TO A SPECIFIED Mgmt For For
AMOUNT
04 SPECIAL RESOLUTION: TO GIVE AUTHORITY TO ALLOT Mgmt For For
A LIMITED NUMBER OF SHARES FOR CASH WITHOUT
MAKING AN OFFER TO SHAREHOLDERS
05 SPECIAL RESOLUTION: TO GIVE LIMITED AUTHORITY Mgmt For For
FOR THE PURCHASE OF ITS OWN SHARES BY THE COMPANY
06 TO APPROVE THE DIRECTORS REMUNERATION REPORT Mgmt For For
07 TO APPROVE THE RENEWAL OF EXECUTIVE DIRECTORS Mgmt For For
INCENTIVE PLAN
08 TO RECEIVE THE DIRECTORS ANNUAL REPORT AND Mgmt For For
THE ACCOUNTS
- --------------------------------------------------------------------------------------------------------------------------
CARDINAL HEALTH, INC. Agenda Number: 932238884
- --------------------------------------------------------------------------------------------------------------------------
Security: 14149Y108
Meeting Type: Annual
Meeting Date: 08-Dec-2004
Ticker: CAH
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GEORGE H. CONRADES Mgmt For For
ROBERT L. GERBIG Mgmt For For
RICHARD C. NOTEBAERT Mgmt For For
02 PROPOSAL TO AMEND THE COMPANY S PERFORMANCE-BASED Mgmt For For
INCENTIVE COMPENSATION PLAN AND APPROVE THE
MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER
SUCH PLAN, AS AMENDED.
03 PROPOSAL FROM A SHAREHOLDER ON ANNUAL ELECTION Shr For Against
OF DIRECTORS, IF PRESENTED PROPERLY.
- --------------------------------------------------------------------------------------------------------------------------
CAREER EDUCATION CORPORATION Agenda Number: 932332808
- --------------------------------------------------------------------------------------------------------------------------
Security: 141665109
Meeting Type: Consent
Meeting Date: 20-May-2005
Ticker: CECO
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DENNIS H. CHOOKASZIAN Mgmt Withheld *
ROBERT E. DOWDELL Mgmt Withheld *
PATRICK K. PESCH Mgmt Withheld *
02 RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY Mgmt For *
S INDEPENDENT AUDITORS.
03 MR. BOSTIC S PROPOSAL REGARDING DECLASSIFICATION Mgmt For *
OF THE COMPANY S BOARD OF DIRECTORS.
04 MR. BOSTIC S PROPOSAL REGARDING THE ABILITY Mgmt For *
FOR THE STOCKHOLDERS HOLDING 33-1/3% OR GREATER
OF THE COMPANY S COMMON STOCK TO CALL A SPECIAL
MEETING OF THE STOCKHOLDERS.
05 MR. BOSTIC S PROPOSAL REGARDING THE TERMINATION Mgmt For *
OF THE COMPANY S STOCKHOLDERS RIGHTS PLAN.
- --------------------------------------------------------------------------------------------------------------------------
CENDANT CORPORATION Agenda Number: 932270452
- --------------------------------------------------------------------------------------------------------------------------
Security: 151313103
Meeting Type: Annual
Meeting Date: 26-Apr-2005
Ticker: CD
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MYRA J. BIBLOWIT Mgmt For For
LEONARD S. COLEMAN Mgmt For For
CHERYL D. MILLS Mgmt For For
RT. HON. BRIAN MULRONEY Mgmt For For
ROBERT E. NEDERLANDER Mgmt For For
RONALD L. NELSON Mgmt For For
ROBERT W. PITTMAN Mgmt For For
PAULINE D.E. RICHARDS Mgmt For For
SHELI Z. ROSENBERG Mgmt For For
ROBERT F. SMITH Mgmt For For
02 TO RATIFY AND APPROVE THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS THE COMPANY S INDEPENDENT AUDITORS
FOR THE YEAR ENDING DECEMBER 31, 2005.
03 TO APPROVE AN AMENDMENT TO THE CENDANT AMENDED Mgmt For For
AND RESTATED 1999 NON-EMPLOYEE DIRECTORS DEFERRED
COMPENSATION PLAN.
04 TO APPROVE THE CENDANT 2005 UK SHARE INCENTIVE Mgmt For For
PLAN.
05 STOCKHOLDER PROPOSAL REGARDING CHIEF EXECUTIVE Shr Against For
OFFICER COMPENSATION.
06 STOCKHOLDER PROPOSAL REGARDING SEVERANCE AGREEMENTS. Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
CHEVRONTEXACO CORPORATION Agenda Number: 932279917
- --------------------------------------------------------------------------------------------------------------------------
Security: 166764100
Meeting Type: Annual
Meeting Date: 27-Apr-2005
Ticker: CVX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
S.H. ARMACOST Mgmt For For
R.E. DENHAM Mgmt For For
R.J. EATON Mgmt For For
S. GINN Mgmt For For
C.A. HILLS Mgmt For For
F.G. JENIFER Mgmt For For
S. NUNN Mgmt For For
D.J. O'REILLY Mgmt For For
P.J. ROBERTSON Mgmt For For
C.R. SHOEMATE Mgmt For For
R.D. SUGAR Mgmt For For
C. WARE Mgmt For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM
03 DIRECTORS COMPENSATION Shr Against For
04 EXECUTIVE SEVERANCE AGREEMENTS Shr For Against
05 STOCK OPTION EXPENSING Shr For Against
06 ANIMAL TESTING Shr Against For
07 OIL & GAS DRILLING IN PROTECTED/SENSITIVE AREAS Shr Against For
08 REPORT ON ECUADOR Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
CHUBB CORPORATION Agenda Number: 932277115
- --------------------------------------------------------------------------------------------------------------------------
Security: 171232101
Meeting Type: Annual
Meeting Date: 26-Apr-2005
Ticker: CB
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ZOE BAIRD Mgmt For For
SHEILA P. BURKE Mgmt For For
JAMES I. CASH, JR. Mgmt For For
JOEL J. COHEN Mgmt For For
JAMES M. CORNELIUS Mgmt For For
JOHN D. FINNEGAN Mgmt For For
KLAUS J. MANGOLD Mgmt For For
SIR DAVID G SCHOLEY CBE Mgmt For For
RAYMOND G.H. SEITZ Mgmt For For
LAWRENCE M. SMALL Mgmt For For
DANIEL E. SOMERS Mgmt For For
KAREN HASTIE WILLIAMS Mgmt For For
ALFRED W. ZOLLAR Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS INDEPENDENT AUDITOR
- --------------------------------------------------------------------------------------------------------------------------
CITIGROUP INC. Agenda Number: 932272608
- --------------------------------------------------------------------------------------------------------------------------
Security: 172967101
Meeting Type: Annual
Meeting Date: 19-Apr-2005
Ticker: C
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
C. MICHAEL ARMSTRONG Mgmt For For
ALAIN J.P. BELDA Mgmt For For
GEORGE DAVID Mgmt For For
KENNETH T. DERR Mgmt For For
JOHN M. DEUTCH Mgmt For For
R. HERNANDEZ RAMIREZ Mgmt For For
ANN DIBBLE JORDAN Mgmt For For
KLAUS KLEINFELD Mgmt For For
DUDLEY C. MECUM Mgmt For For
ANNE MULCAHY Mgmt For For
RICHARD D. PARSONS Mgmt For For
CHARLES PRINCE Mgmt For For
JUDITH RODIN Mgmt For For
ROBERT E. RUBIN Mgmt For For
FRANKLIN A. THOMAS Mgmt For For
SANFORD I. WEILL Mgmt For For
ROBERT B. WILLUMSTAD Mgmt For For
02 PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP Mgmt For For
AS CITIGROUP S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2005.
03 PROPOSAL TO APPROVE THE AMENDED AND RESTATED Mgmt For For
CITIGROUP 1999 STOCK INCENTIVE PLAN.
04 STOCKHOLDER PROPOSAL REQUESTING A CURB ON EXECUTIVE Shr Against For
COMPENSATION, NO FUTURE STOCK OPTION GRANTS
AND NO RENEWALS OR EXTENSIONS OF OPTION PLANS.
05 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
POLITICAL CONTRIBUTIONS.
06 STOCKHOLDER PROPOSAL REQUESTING THAT THE CHAIRMAN Shr For Against
OF THE BOARD HAVE NO MANAGEMENT DUTIES, TITLES
OR RESPONSIBILITIES.
07 STOCKHOLDER PROPOSAL REQUESTING THAT CEO COMPENSATION Shr Against For
BE LIMITED TO NO MORE THAN 100 TIMES THE AVERAGE
COMPENSATION PAID TO THE COMPANY S NON-MANAGERIAL
WORKERS UNLESS PRIOR STOCKHOLDER APPROVAL IS
GRANTED.
08 STOCKHOLDER PROPOSAL REQUESTING ELECTION OF Shr For Against
DIRECTOR NOMINEES BY A MAJORITY OF VOTES CAST.
09 STOCKHOLDER PROPOSAL REQUESTING A BY-LAW AMENDMENT Shr Against For
PROHIBITING THE PAYMENT OF NON-DEDUCTIBLE COMPENSATION
TO ANY OFFICER UNLESS PRIOR STOCKHOLDER APPROVAL
IS GRANTED.
10 STOCKHOLDER PROPOSAL REQUESTING THAT A SIMPLE Shr For Against
MAJORITY VOTE APPLY ON EACH ISSUE THAT CAN
BE SUBJECT TO A SHAREHOLDER VOTE.
- --------------------------------------------------------------------------------------------------------------------------
CLAIRE'S STORES, INC. Agenda Number: 932356252
- --------------------------------------------------------------------------------------------------------------------------
Security: 179584107
Meeting Type: Annual
Meeting Date: 28-Jun-2005
Ticker: CLE
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MARLA L. SCHAEFER Mgmt For For
E. BONNIE SCHAEFER Mgmt For For
IRA D. KAPLAN Mgmt For For
BRUCE G. MILLER Mgmt For For
STEVEN H. TISHMAN Mgmt For For
ANN SPECTOR LEIFF Mgmt For For
MARTHA CLARK GOSS Mgmt For For
02 APPROVAL OF THE COMPANY S 2005 INCENTIVE COMPENSATION Mgmt For For
PLAN.
03 APPROVAL OF THE SHAREHOLDER PROPOSAL REGARDING Shr Against For
THE COMPANY S BUSINESS OPERATIONS IN NORTHERN
IRELAND.
- --------------------------------------------------------------------------------------------------------------------------
CONOCOPHILLIPS Agenda Number: 932293498
- --------------------------------------------------------------------------------------------------------------------------
Security: 20825C104
Meeting Type: Annual
Meeting Date: 05-May-2005
Ticker: COP
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
J.J. MULVA Mgmt For For
NORMAN R. AUGUSTINE Mgmt For For
LARRY D. HORNER Mgmt For For
CHARLES C. KRULAK Mgmt For For
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2005
03 COMPENSATION LIMITATIONS Shr Against For
04 DIRECTOR ELECTION VOTE STANDARD Shr For Against
- --------------------------------------------------------------------------------------------------------------------------
CVS CORPORATION Agenda Number: 932293501
- --------------------------------------------------------------------------------------------------------------------------
Security: 126650100
Meeting Type: Annual
Meeting Date: 12-May-2005
Ticker: CVS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
W. DON CORNWELL Mgmt For For
THOMAS P. GERRITY Mgmt For For
STANLEY P. GOLDSTEIN Mgmt For For
MARIAN L. HEARD Mgmt For For
WILLIAM H. JOYCE Mgmt Withheld Against
TERRENCE MURRAY Mgmt For For
SHELI Z. ROSENBERG Mgmt For For
THOMAS M. RYAN Mgmt For For
ALFRED J. VERRECCHIA Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP Mgmt For For
AS CVS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31,
2005.
03 STOCKHOLDER PROPOSAL REGARDING ELECTION OF DIRECTORS. Shr For Against
04 STOCKHOLDER PROPOSAL REGARDING PERFORMANCE AND Shr Against For
TIME-BASED RESTRICTED SHARES.
05 STOCKHOLDER PROPOSAL REGARDING NON-DEDUCTIBLE Shr Against For
EXECUTIVE COMPENSATION.
- --------------------------------------------------------------------------------------------------------------------------
DARDEN RESTAURANTS, INC. Agenda Number: 932217133
- --------------------------------------------------------------------------------------------------------------------------
Security: 237194105
Meeting Type: Annual
Meeting Date: 29-Sep-2004
Ticker: DRI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
LEONARD L. BERRY Mgmt For For
ODIE C. DONALD Mgmt For For
DAVID H. HUGHES Mgmt For For
JOE R. LEE Mgmt For For
SENATOR CONNIE MACK III Mgmt For For
ANDREW H. (DREW) MADSEN Mgmt For For
CLARENCE OTIS, JR. Mgmt For For
MICHAEL D. ROSE Mgmt For For
MARIA A. SASTRE Mgmt For For
JACK A. SMITH Mgmt For For
BLAINE SWEATT, III Mgmt For For
RITA P. WILSON Mgmt For For
02 APPROVAL OF OUR AMENDED AND RESTATED EMPLOYEE Mgmt For For
STOCK PURCHASE PLAN.
03 RATIFICATION OF APPOINTMENT OF KPMG LLP AS OUR Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING MAY 29, 2005.
- --------------------------------------------------------------------------------------------------------------------------
DEVON ENERGY CORPORATION Agenda Number: 932331921
- --------------------------------------------------------------------------------------------------------------------------
Security: 25179M103
Meeting Type: Annual
Meeting Date: 08-Jun-2005
Ticker: DVN
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN A. HILL Mgmt For For
WILLIAM J. JOHNSON Mgmt For For
ROBERT A. MOSBACHER JR. Mgmt For For
02 RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY Mgmt For For
S INDEPENDENT AUDITORS FOR THE YEAR ENDING
DECEMBER 31, 2005
03 ADOPTION OF THE DEVON ENERGY CORPORATION 2005 Mgmt For For
LONG-TERM INCENTIVE PLAN
04 REVISED DIRECTOR ELECTION VOTE STANDARD Shr For Against
- --------------------------------------------------------------------------------------------------------------------------
DOLLAR TREE STORES, INC. Agenda Number: 932345576
- --------------------------------------------------------------------------------------------------------------------------
Security: 256747106
Meeting Type: Annual
Meeting Date: 16-Jun-2005
Ticker: DLTR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 AMENDMENT TO BYLAWS TO SET NUMBER OF DIRECTORS Mgmt For For
AT ELEVEN.
02 DIRECTOR
MACON F. BROCK, JR. Mgmt For For
RICHARD G. LESSER Mgmt For For
THOMAS E. WHIDDON Mgmt For For
03 PROPOSAL TO APPROVE THE 2005 EMPLOYEE STOCK Mgmt For For
PURCHASE PLAN.
- --------------------------------------------------------------------------------------------------------------------------
E. I. DU PONT DE NEMOURS AND COMPANY Agenda Number: 932281683
- --------------------------------------------------------------------------------------------------------------------------
Security: 263534109
Meeting Type: Annual
Meeting Date: 27-Apr-2005
Ticker: DD
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
A.J.P. BELDA Mgmt For For
R.H. BROWN Mgmt For For
C.J. CRAWFORD Mgmt For For
J.T. DILLON Mgmt For For
L.C. DUEMLING Mgmt For For
C.O. HOLLIDAY, JR. Mgmt For For
L.D. JULIBER Mgmt For For
M. NAITOH Mgmt For For
W.K. REILLY Mgmt For For
H.R. SHARP, III Mgmt For For
C.M. VEST Mgmt For For
02 ON RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM
03 ON GOVERNMENT SERVICE Shr Against For
04 ON INTERNATIONAL WORKPLACE STANDARDS Shr Against For
05 ON EXECUTIVE COMPENSATION Shr Against For
06 ON ANIMAL TESTING Shr Against For
07 ON GENETICALLY MODIFIED FOOD Shr Against For
08 ON PERFORMANCE-BASED OPTIONS Shr Against For
09 ON DISCLOSURE OF PFOA COSTS Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
EMERSON ELECTRIC CO. Agenda Number: 932245726
- --------------------------------------------------------------------------------------------------------------------------
Security: 291011104
Meeting Type: Annual
Meeting Date: 01-Feb-2005
Ticker: EMR
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
D.N. FARR Mgmt For For
C.A. PETERS Mgmt For For
D.C. FARRELL Mgmt For For
J.W. PRUEHER Mgmt For For
R.B. HORTON Mgmt For For
02 APPROVAL OF THE EMERSON ELECTRIC CO. RESTRICTED Mgmt For For
STOCK PLAN FOR NON-MANAGEMENT DIRECTORS
03 REAPPROVAL OF PERFORMANCE MEASURES UNDER THE Mgmt For For
EMERSON ELECTRIC CO. ANNUAL INCENTIVE PLAN
04 RATIFICATION OF INDEPENDENT AUDITORS Mgmt For For
05 THE STOCKHOLDER PROPOSAL ON SEXUAL ORIENTATION Shr For Against
DESCRIBED IN THE PROXY STATEMENT
- --------------------------------------------------------------------------------------------------------------------------
FIRSTENERGY CORP. Agenda Number: 932276240
- --------------------------------------------------------------------------------------------------------------------------
Security: 337932107
Meeting Type: Annual
Meeting Date: 17-May-2005
Ticker: FE
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
A.J. ALEXANDER Mgmt For For
R.W. MAIER Mgmt For For
R.N. POKELWALDT Mgmt For For
W.M. TAYLOR Mgmt For For
J.T. WILLIAMS, SR. Mgmt For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM
03 SHAREHOLDER PROPOSAL Shr Against For
04 SHAREHOLDER PROPOSAL Shr For Against
05 SHAREHOLDER PROPOSAL Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
GANNETT CO., INC. Agenda Number: 932272470
- --------------------------------------------------------------------------------------------------------------------------
Security: 364730101
Meeting Type: Annual
Meeting Date: 14-Apr-2005
Ticker: GCI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
LOUIS D. BOCCARDI Mgmt For For
DONNA E. SHALALA Mgmt For For
02 PROPOSAL TO RATIFY ERNST & YOUNG LLP AS THE Mgmt For For
COMPANY S AUDITORS.
03 SHAREHOLDER PROPOSAL CONCERNING PERFORMANCE-BASED Shr For Against
OPTIONS.
04 SHAREHOLDER PROPOSAL CONCERNING DIRECTOR ELECTION Shr For Against
MAJORITY VOTE STANDARD.
- --------------------------------------------------------------------------------------------------------------------------
GAP, INC. Agenda Number: 932289867
- --------------------------------------------------------------------------------------------------------------------------
Security: 364760108
Meeting Type: Annual
Meeting Date: 10-May-2005
Ticker: GPS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
HOWARD P. BEHAR Mgmt For For
ADRIAN D.P. BELLAMY Mgmt For For
DOMENICO DE SOLE Mgmt For For
DONALD G. FISHER Mgmt For For
DORIS F. FISHER Mgmt For For
ROBERT J. FISHER Mgmt For For
PENELOPE L. HUGHES Mgmt For For
BOB L. MARTIN Mgmt For For
JORGE P. MONTOYA Mgmt For For
PAUL S. PRESSLER Mgmt For For
JAMES M. SCHNEIDER Mgmt For For
MAYO A. SHATTUCK III Mgmt For For
MARGARET C. WHITMAN Mgmt For For
02 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS THE REGISTERED PUBLIC ACCOUNTING FIRM.
03 TO APPROVE THE PROPOSAL TO AMEND AND RESTATE Mgmt For For
THE COMPANY S EXECUTIVE MANAGEMENT INCENTIVE
COMPENSATION AWARD PLAN.
- --------------------------------------------------------------------------------------------------------------------------
GENERAL DYNAMICS CORPORATION Agenda Number: 932269118
- --------------------------------------------------------------------------------------------------------------------------
Security: 369550108
Meeting Type: Annual
Meeting Date: 04-May-2005
Ticker: GD
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
N.D. CHABRAJA Mgmt Withheld Against
J.S. CROWN Mgmt Withheld Against
L. CROWN Mgmt Withheld Against
W.P. FRICKS Mgmt Withheld Against
C.H. GOODMAN Mgmt Withheld Against
J.L. JOHNSON Mgmt Withheld Against
G.A. JOULWAN Mgmt Withheld Against
P.G. KAMINSKI Mgmt Withheld Against
J.M. KEANE Mgmt Withheld Against
L.L. LYLES Mgmt Withheld Against
C.E. MUNDY, JR. Mgmt Withheld Against
R. WALMSLEY Mgmt Withheld Against
02 SELECTION OF INDEPENDENT AUDITORS Mgmt For For
03 SHAREHOLDER PROPOSAL WITH REGARD TO FUTURE SEVERANCE Shr For Against
AGREEMENTS
04 SHAREHOLDER PROPOSAL WITH REGARD TO FOREIGN Shr Against For
MILITARY SALES
- --------------------------------------------------------------------------------------------------------------------------
GENERAL ELECTRIC COMPANY Agenda Number: 932264916
- --------------------------------------------------------------------------------------------------------------------------
Security: 369604103
Meeting Type: Annual
Meeting Date: 27-Apr-2005
Ticker: GE
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A DIRECTOR
JAMES I. CASH, JR. Mgmt For For
WILLIAM M. CASTELL Mgmt For For
DENNIS D. DAMMERMAN Mgmt For For
ANN M. FUDGE Mgmt For For
CLAUDIO X. GONZALEZ Mgmt For For
JEFFREY R. IMMELT Mgmt For For
ANDREA JUNG Mgmt For For
ALAN G. LAFLEY Mgmt For For
RALPH S. LARSEN Mgmt For For
ROCHELLE B. LAZARUS Mgmt For For
SAM NUNN Mgmt For For
ROGER S. PENSKE Mgmt For For
ROBERT J. SWIERINGA Mgmt For For
DOUGLAS A. WARNER III Mgmt For For
ROBERT C. WRIGHT Mgmt For For
B RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR Mgmt For For
01 CUMULATIVE VOTING Shr Against For
02 REPORT ON NUCLEAR RISK Shr Against For
03 REPORT ON PCB CLEANUP COSTS Shr Against For
04 CURB OVER-EXTENDED DIRECTORS Shr Against For
05 REPORT ON SUSTAINABILITY Shr Against For
06 DISCLOSE POLITICAL CONTRIBUTIONS Shr Against For
07 ANIMAL TESTING Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
GLAXOSMITHKLINE PLC Agenda Number: 932285516
- --------------------------------------------------------------------------------------------------------------------------
Security: 37733W105
Meeting Type: Annual
Meeting Date: 25-May-2005
Ticker: GSK
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
O1 DIRECTORS REPORT AND FINANCIAL STATEMENTS Mgmt For For
O2 REMUNERATION REPORT Mgmt For For
O3 TO ELECT SIR CHRISTOPHER GENT AS A DIRECTOR Mgmt For For
O4 TO ELECT SIR DERYCK MAUGHAN AS A DIRECTOR Mgmt For For
O5 TO ELECT MR JULIAN HESLOP AS A DIRECTOR Mgmt For For
O6 TO RE-ELECT DR JEAN-PIERRE GARNIER AS A DIRECTOR Mgmt For For
O7 TO RE-ELECT SIR IAN PROSSER AS A DIRECTOR Mgmt For For
O8 TO RE-ELECT DR RONALDO SCHMITZ AS A DIRECTOR Mgmt For For
O9 TO RE-ELECT DR LUCY SHAPIRO AS A DIRECTOR Mgmt For For
O10 RE-APPOINTMENT OF AUDITORS Mgmt For For
O11 REMUNERATION OF AUDITORS Mgmt For For
S12 TO AUTHORISE THE COMPANY TO MAKE DONATIONS TO Mgmt For For
EU POLITICAL ORGANISATIONS AND INCUR EU POLITICAL
EXPENDITURE
S13 DISAPPLICATION OF PRE-EMPTION RIGHTS* Mgmt For For
S14 AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN Mgmt For For
SHARES*
S15 INSERTION OF NEW ARTICLE 48A INTO ARTICLES OF Mgmt For For
ASSOCIATION*
S16 DELETION OF ARTICLE 154.2 OF ARTICLES OF ASSOCIATION* Mgmt For For
S17 AMENDMENT OF ARTICLE 81 OF ARTICLES OF ASSOCIATION* Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
HCA INC. Agenda Number: 932316727
- --------------------------------------------------------------------------------------------------------------------------
Security: 404119109
Meeting Type: Annual
Meeting Date: 26-May-2005
Ticker: HCA
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
C. MICHAEL ARMSTRONG Mgmt For For
M.H. AVERHOFF, M.D. Mgmt For For
JACK O. BOVENDER, JR. Mgmt For For
RICHARD M. BRACKEN Mgmt For For
MARTIN FELDSTEIN Mgmt For For
T.F. FRIST, JR., M.D. Mgmt For For
FREDERICK W. GLUCK Mgmt For For
GLENDA A. HATCHETT Mgmt For For
C.O. HOLLIDAY, JR. Mgmt For For
T. MICHAEL LONG Mgmt For For
JOHN H. MCARTHUR Mgmt For For
KENT C. NELSON Mgmt For For
FRANK S. ROYAL, M.D. Mgmt For For
HAROLD T. SHAPIRO Mgmt For For
02 RATIFICATION OF ERNST & YOUNG LLP AS HCA S INDEPENDENT Mgmt For For
AUDITOR, AS DESCRIBED IN THE PROXY STATEMENT.
03 APPROVAL OF THE HCA 2005 EQUITY INCENTIVE PLAN. Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
HEALTH MANAGEMENT ASSOCIATES, INC. Agenda Number: 932260348
- --------------------------------------------------------------------------------------------------------------------------
Security: 421933102
Meeting Type: Annual
Meeting Date: 15-Feb-2005
Ticker: HMA
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM SCHOEN Mgmt For *
JOSEPH VUMBACCO Mgmt For *
KENT DAUTEN Mgmt For *
DONALD KIERNAN Mgmt For *
ROBERT KNOX Mgmt For *
WILLIAM MAYBERRY Mgmt For *
WILLIAM STEERE JR. Mgmt For *
RANDOLPH WESTERFIELD Mgmt For *
02 SHAREHOLDER PROPOSAL TO LIMIT OUTSTANDING OPTION Shr For *
GRANTS TO 1.5 MILLION PER EXECUTIVE ABSENT
SHAREHOLDER APPROVAL.
03 SHAREHOLDER PROPOSAL RECOMMENDING A POLICY OF Shr For *
NOT CHARGING UNINSURED LOW-INCOME PATIENTS
MORE THAN INSURED PATIENTS.
- --------------------------------------------------------------------------------------------------------------------------
HEWLETT-PACKARD COMPANY Agenda Number: 932257151
- --------------------------------------------------------------------------------------------------------------------------
Security: 428236103
Meeting Type: Annual
Meeting Date: 16-Mar-2005
Ticker: HPQ
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
L.T. BABBIO, JR. Mgmt For For
P.C. DUNN Mgmt For For
R.A. HACKBORN Mgmt For For
G.A. KEYWORTH II Mgmt For For
R.E. KNOWLING, JR. Mgmt For For
T.J. PERKINS Mgmt For For
R.L. RYAN Mgmt For For
L.S. SALHANY Mgmt For For
R.P. WAYMAN Mgmt For For
02 PROPOSAL TO RATIFY ERNST & YOUNG LLP AS HEWLETT-PACKARD Mgmt For For
COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING OCTOBER 31,
2005
03 APPROVAL OF AN AMENDMENT TO THE HEWLETT-PACKARD Mgmt For For
COMPANY 2000 EMPLOYEE STOCK PURCHASE PLAN
- --------------------------------------------------------------------------------------------------------------------------
HONEYWELL INTERNATIONAL INC. Agenda Number: 932269384
- --------------------------------------------------------------------------------------------------------------------------
Security: 438516106
Meeting Type: Annual
Meeting Date: 25-Apr-2005
Ticker: HON
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MARSHALL N. CARTER Mgmt For For
DAVID M. COTE Mgmt For For
BRADLEY T. SHEARES Mgmt For For
JOHN R. STAFFORD Mgmt For For
MICHAEL W. WRIGHT Mgmt For For
02 APPOINTMENT OF INDEPENDENT ACCOUNTANTS Mgmt For For
03 PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF Mgmt For For
INCORPORATION AND BY-LAWS TO ELIMINATE THE
CLASSIFIED STRUCTURE OF THE BOARD OF DIRECTORS
04 PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF Mgmt For For
INCORPORATION AND BY-LAWS TO ELIMINATE SUPERMAJORITY
VOTING PROVISIONS
05 MAJORITY VOTE SHAREHOLDER COMMITTEE Shr For Against
06 SEPARATION OF CHAIRMAN/CEO Shr Against For
07 EXECUTIVE PAY DISPARITY REPORT Shr Against For
08 EXECUTIVE COMPENSATION LIMIT Shr Against For
09 COMMONSENSE EXECUTIVE COMPENSATION FRAMEWORK Shr Against For
PROPOSAL
- --------------------------------------------------------------------------------------------------------------------------
JEFFERSON-PILOT CORPORATION Agenda Number: 932286328
- --------------------------------------------------------------------------------------------------------------------------
Security: 475070108
Meeting Type: Annual
Meeting Date: 02-May-2005
Ticker: JP
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM PORTER PAYNE Mgmt For For
DAVID A. STONECIPHER Mgmt For For
ISAIAH TIDWELL Mgmt For For
02 RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT Mgmt For For
AUDITORS.
- --------------------------------------------------------------------------------------------------------------------------
JOHNSON CONTROLS, INC. Agenda Number: 932240803
- --------------------------------------------------------------------------------------------------------------------------
Security: 478366107
Meeting Type: Annual
Meeting Date: 26-Jan-2005
Ticker: JCI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
NATALIE A. BLACK Mgmt For For
ROBERT A. CORNOG Mgmt For For
WILLIAM H. LACY Mgmt For For
STEPHEN A. ROELL Mgmt For For
02 APPROVAL OF PRICEWATERHOUSECOOPERS AS INDEPENDENT Mgmt For For
AUDITORS FOR 2005.
- --------------------------------------------------------------------------------------------------------------------------
JONES APPAREL GROUP, INC. Agenda Number: 932311210
- --------------------------------------------------------------------------------------------------------------------------
Security: 480074103
Meeting Type: Annual
Meeting Date: 18-May-2005
Ticker: JNY
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
PETER BONEPARTH Mgmt For For
SIDNEY KIMMEL Mgmt For For
HOWARD GITTIS Mgmt For For
ANTHONY F. SCARPA Mgmt For For
MATTHEW H. KAMENS Mgmt For For
MICHAEL L. TARNOPOL Mgmt For For
J. ROBERT KERREY Mgmt For For
ANN N. REESE Mgmt For For
GERALD C. CROTTY Mgmt For For
LOWELL W. ROBINSON Mgmt For For
02 RATIFICATION OF BDO SEIDMAN, LLP AS THE INDEPENDENT Mgmt For For
AUDITORS OF THE CORPORATION FOR 2005.
03 APPROVAL OF AN AMENDMENT TO THE 1999 STOCK INCENTIVE Mgmt For For
PLAN.
- --------------------------------------------------------------------------------------------------------------------------
JPMORGAN FUNDS Agenda Number: 932242085
- --------------------------------------------------------------------------------------------------------------------------
Security: 481996437
Meeting Type: Special
Meeting Date: 03-Feb-2005
Ticker:
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A1 TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION Mgmt For For
PROVIDING FOR THE ACQUISITION OF ALL OF THE ASSETS
OF YOUR FUND IN EXCHANGE FOR SHARES OF THE
CORRESPONDING FUND IDENTIFIED IN THE ACCOMPANYING
PROXY STATEMENT/PROSPECTUS AND THE SUBSEQUENT
LIQUIDATION OF YOUR FUND.
B1 DIRECTOR
WILLIAM J. ARMSTRONG Mgmt For For
ROLAND E. EPPLEY, JR. Mgmt For For
JOHN F. FINN Mgmt For For
DR. MATTHEW GOLDSTEIN Mgmt For For
ROBERT J. HIGGINS Mgmt For For
PETER C. MARSHALL Mgmt For For
MARILYN MCCOY Mgmt For For
WILLIAM G. MORTON, JR. Mgmt For For
ROBERT A. ODEN, JR. Mgmt For For
FERGUS REID, III Mgmt For For
FREDERICK W. RUEBECK Mgmt For For
JAMES J. SCHONBACHLER Mgmt For For
LEONARD M. SPALDING, JR Mgmt For For
B2 TO APPROVE AGREEMENTS AND PLANS OF REORGANIZATION Mgmt For For
PURSUANT TO WHICH EACH SERIES OF EACH JPMORGAN FUND
OTHER THAN THE JPMMFS FUNDS WOULD BE REORGANIZED AS
CORRESPONDING SERIES OF JPMMFS.
B4 TO APPROVE THE AMENDMENT OF THE FUNDAMENTAL Mgmt For For
INVESTMENT RESTRICTION OF THE FUNDS REGARDING
BORROWING MONEY.
- --------------------------------------------------------------------------------------------------------------------------
KERR-MCGEE CORPORATION Agenda Number: 932298955
- --------------------------------------------------------------------------------------------------------------------------
Security: 492386107
Meeting Type: Annual
Meeting Date: 07-Jun-2005
Ticker: KMG
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM F. WALLACE Mgmt No vote
IAN L. WHITE-THOMSON Mgmt No vote
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG Mgmt No vote
LLP AS INDEPENDENT AUDITORS FOR 2005.
03 APPROVAL OF 2005 LONG TERM INCENTIVE PLAN. Mgmt No vote
04 APPROVAL TO AMEND THE AMENDED AND RESTATED CERTIFICATION Mgmt No vote
OF INCORPORATION TO INCREASE THE AUTHORIZED
NUMBER OF SHARES OF COMMON STOCK FROM 300,000,000
TO 500,000,000.
05 STOCKHOLDER PROPOSAL REQUESTING ESTABLISHMENT Shr No vote
OF AN OFFICE OF THE BOARD OF DIRECTORS.
- --------------------------------------------------------------------------------------------------------------------------
LEAR CORPORATION Agenda Number: 932293791
- --------------------------------------------------------------------------------------------------------------------------
Security: 521865105
Meeting Type: Annual
Meeting Date: 05-May-2005
Ticker: LEA
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ANNE K. BINGAMAN Mgmt For For
CONRAD L. MALLETT JR. Mgmt For For
ROBERT E. ROSSITER Mgmt For For
JAMES H. VANDENBERGHE Mgmt For For
02 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2005.
03 APPROVE THE LEAR CORPORATION ANNUAL INCENTIVE Mgmt For For
COMPENSATION PLAN.
- --------------------------------------------------------------------------------------------------------------------------
LIBERTY MEDIA CORPORATION Agenda Number: 932336856
- --------------------------------------------------------------------------------------------------------------------------
Security: 530718105
Meeting Type: Annual
Meeting Date: 08-Jun-2005
Ticker: L
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DAVID E. RAPLEY Mgmt For For
LARRY E. ROMRELL Mgmt For For
02 RATIFICATION OF KPMG LLP AS OUR INDEPENDENT Mgmt For For
AUDITORS FOR THE FISCAL YEAR ENDED DECEMBER
31, 2005.
- --------------------------------------------------------------------------------------------------------------------------
MATTEL, INC. Agenda Number: 932314862
- --------------------------------------------------------------------------------------------------------------------------
Security: 577081102
Meeting Type: Annual
Meeting Date: 19-May-2005
Ticker: MAT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
EUGENE P. BEARD Mgmt For For
MICHAEL J. DOLAN Mgmt For For
ROBERT A. ECKERT Mgmt For For
TULLY M. FRIEDMAN Mgmt For For
DR. ANDREA L. RICH Mgmt For For
RONALD L. SARGENT Mgmt Withheld Against
CHRISTOPHER A. SINCLAIR Mgmt For For
G. CRAIG SULLIVAN Mgmt For For
JOHN L. VOGELSTEIN Mgmt For For
KATHY BRITTAIN WHITE Mgmt For For
02 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS MATTEL S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER
31, 2005.
03 APPROVAL OF THE MATTEL, INC. 2005 EQUITY COMPENSATION Mgmt For For
PLAN.
04 STOCKHOLDER PROPOSAL REGARDING GOLDEN PARACHUTE Shr For Against
VOTE PROVISION.
05 STOCKHOLDER PROPOSAL REGARDING CERTAIN REPORTS Shr Against For
BY THE BOARD OF DIRECTORS.
- --------------------------------------------------------------------------------------------------------------------------
MBIA INC. Agenda Number: 932300104
- --------------------------------------------------------------------------------------------------------------------------
Security: 55262C100
Meeting Type: Annual
Meeting Date: 05-May-2005
Ticker: MBI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOSEPH W. BROWN Mgmt For For
C. EDWARD CHAPLIN Mgmt For For
DAVID C. CLAPP Mgmt For For
GARY C. DUNTON Mgmt For For
CLAIRE L. GAUDIANI Mgmt For For
DANIEL P. KEARNEY Mgmt For For
LAURENCE H. MEYER Mgmt For For
DEBRA J. PERRY Mgmt For For
JOHN A. ROLLS Mgmt For For
02 APPROVAL OF THE COMPANY S NEW ANNUAL INCENTIVE Mgmt For For
PLAN FOR PURPOSES OF SECTION 162(M) OF THE
INTERNAL REVENUE CODE.
03 APPROVAL OF THE COMPANY S NEW OMNIBUS INCENTIVE Mgmt For For
PLAN.
04 APPROVAL OF AN AMENDMENT OF SECTION 8 OF THE Mgmt For For
COMPANY S CERTIFICATE OF INCORPORATION.
05 APPROVAL OF AN AMENDMENT TO THE COMPANY S CERTIFICATE Mgmt For For
OF INCORPORATION TO PERMIT SHAREHOLDERS TO
ACT BY MAJORITY WRITTEN CONSENT.
06 APPROVAL OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS INDEPENDENT AUDITORS.
- --------------------------------------------------------------------------------------------------------------------------
MBNA CORPORATION Agenda Number: 932268902
- --------------------------------------------------------------------------------------------------------------------------
Security: 55262L100
Meeting Type: Annual
Meeting Date: 02-May-2005
Ticker: KRB
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES H. BERICK Mgmt Withheld Against
MARY M. BOIES Mgmt For For
BENJAMIN R. CIVILETTI Mgmt Withheld Against
BRUCE L. HAMMONDS Mgmt Withheld Against
WILLIAM L. JEWS Mgmt Withheld Against
RANDOLPH D. LERNER Mgmt Withheld Against
STUART L. MARKOWITZ Mgmt Withheld Against
WILLIAM B. MILSTEAD Mgmt Withheld Against
THOMAS G. MURDOUGH, JR. Mgmt For For
LAURA S. UNGER Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS Mgmt For For
03 STOCKHOLDER PROPOSAL Shr For Against
04 STOCKHOLDER PROPOSAL Shr For Against
- --------------------------------------------------------------------------------------------------------------------------
MCKESSON CORPORATION Agenda Number: 932199208
- --------------------------------------------------------------------------------------------------------------------------
Security: 58155Q103
Meeting Type: Annual
Meeting Date: 28-Jul-2004
Ticker: MCK
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN H. HAMMERGREN Mgmt For For
ROBERT W. MATSCHULLAT Mgmt For For
M. CHRISTINE JACOBS Mgmt For For
02 RATIFYING THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS.
- --------------------------------------------------------------------------------------------------------------------------
MERRILL LYNCH & CO., INC. Agenda Number: 932273410
- --------------------------------------------------------------------------------------------------------------------------
Security: 590188108
Meeting Type: Annual
Meeting Date: 22-Apr-2005
Ticker: MER
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JILL K. CONWAY Mgmt For For
HEINZ-JOACHIM NEUBURGER Mgmt For For
E. STANLEY O'NEAL Mgmt For For
02 RATIFY APPOINTMENT OF DELOITTE & TOUCHE LLP Mgmt Split 57% For 43% Against Split
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
03 APPROVE THE DIRECTOR STOCK UNIT PLAN. Mgmt Split 57% For 43% Against Split
04 INSTITUTE CUMULATIVE VOTING. Shr For Against
05 LIMIT CHIEF EXECUTIVE OFFICER COMPENSATION. Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
MICROSOFT CORPORATION Agenda Number: 932226067
- --------------------------------------------------------------------------------------------------------------------------
Security: 594918104
Meeting Type: Annual
Meeting Date: 09-Nov-2004
Ticker: MSFT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM H. GATES III Mgmt For For
STEVEN A. BALLMER Mgmt For For
JAMES I. CASH JR. Mgmt For For
RAYMOND V. GILMARTIN Mgmt For For
A. MCLAUGHLIN KOROLOGOS Mgmt For For
DAVID F. MARQUARDT Mgmt For For
CHARLES H. NOSKI Mgmt For For
HELMUT PANKE Mgmt For For
JON A. SHIRLEY Mgmt For For
02 ADOPTION OF THE AMENDMENTS TO THE 2001 STOCK Mgmt Against Against
PLAN AND THE 1991 STOCK OPTION PLAN
03 ADOPTION OF THE AMENDMENTS TO THE 1999 STOCK Mgmt Against Against
PLAN FOR NON-EMPLOYEE DIRECTORS, THE STOCK
OPTION PLAN FOR NON-EMPLOYEE DIRECTORS AND
THE STOCK OPTION PLAN FOR CONSULTANTS AND ADVISORS
04 APPROVAL OF MATERIAL TERMS OF THE PERFORMANCE Mgmt For For
CRITERIA FOR AWARDS UNDER THE 2001 STOCK PLAN
05 RATIFICATION OF THE SELECTION OF DELOITTE & Mgmt For For
TOUCHE LLP AS THE COMPANY S INDEPENDENT AUDITOR
- --------------------------------------------------------------------------------------------------------------------------
MORGAN STANLEY Agenda Number: 932263293
- --------------------------------------------------------------------------------------------------------------------------
Security: 617446448
Meeting Type: Annual
Meeting Date: 15-Mar-2005
Ticker: MWD
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN E. JACOB Mgmt For For
CHARLES F. KNIGHT Mgmt For For
MILES L. MARSH Mgmt For For
LAURA D'ANDREA TYSON Mgmt For For
02 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS INDEPENDENT AUDITORS.
03 TO AMEND THE CERTIFICATE OF INCORPORATION TO Mgmt For For
INSTITUTE ANNUAL ELECTION OF DIRECTORS.
04 SHAREHOLDER PROPOSAL TO LIMIT CEO COMPENSATION. Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
MUTUAL FUND TRUST Agenda Number: 932242097
- --------------------------------------------------------------------------------------------------------------------------
Security: 62826N770
Meeting Type: Special
Meeting Date: 03-Feb-2005
Ticker: JINXX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM J. ARMSTRONG Mgmt Split 36% For0% Withheld Split
ROLAND E. EPPLEY, JR. Mgmt Split 36% For0% Withheld Split
JOHN F. FINN Mgmt Split 36% For0% Withheld Split
DR. MATTHEW GOLDSTEIN Mgmt Split 36% For0% Withheld Split
ROBERT J. HIGGINS Mgmt Split 36% For0% Withheld Split
PETER C. MARSHALL Mgmt Split 36% For0% Withheld Split
MARILYN MCCOY Mgmt Split 36% For0% Withheld Split
WILLIAM G. MORTON, JR. Mgmt Split 36% For0% Withheld Split
ROBERT A. ODEN, JR. Mgmt Split 36% For0% Withheld Split
FERGUS REID, III Mgmt Split 36% For0% Withheld Split
FREDERICK W. RUEBECK Mgmt Split 36% For0% Withheld Split
JAMES J. SCHONBACHLER Mgmt Split 36% For0% Withheld Split
LEONARD M. SPALDING, JR Mgmt Split 36% For0% Withheld Split
02 TO APPROVE AGREEMENTS AND PLANS OF REORGANIZATION Mgmt Split 36% For Split
PURSUANT TO WHICH EACH SERIES OF EACH JPMORGAN FUND
OTHER THAN THE JPMMFS FUNDS WOULD BE REORGANIZED AS
CORRESPONDING SERIES OF JPMMFS.
04 TO APPROVE THE AMENDMENT OF THE FUNDAMENTAL Mgmt Split 36% For Split
INVESTMENT RESTRICTION OF THE FUNDS REGARDING
BORROWING MONEY.
- --------------------------------------------------------------------------------------------------------------------------
OFFICE DEPOT, INC. Agenda Number: 932303857
- --------------------------------------------------------------------------------------------------------------------------
Security: 676220106
Meeting Type: Annual
Meeting Date: 13-May-2005
Ticker: ODP
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
LEE A. AULT III Mgmt For For
NEIL R. AUSTRIAN Mgmt For For
DAVID W. BERNAUER Mgmt For For
ABELARDO E. BRU Mgmt For For
DAVID I. FUENTE Mgmt For For
BRENDA J. GAINES Mgmt For For
MYRA M. HART Mgmt For For
W. SCOTT HEDRICK Mgmt For For
JAMES L. HESKETT Mgmt For For
PATRICIA A. MCKAY Mgmt For For
MICHAEL J. MYERS Mgmt For For
STEVE ODLAND Mgmt For For
02 TO RATIFY OUR AUDIT COMMITTEE S APPOINTMENT Mgmt For For
OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT
ACCOUNTANTS FOR THE TERM DESCRIBED IN THIS
PROXY STATEMENT.
03 TO CONSIDER A PROPOSAL FROM A SHAREHOLDER RECOMMENDING: Shr Against For
(I) THAT OUR BOARD AMEND THE BYLAWS TO PROVIDE
THAT NO CORPORATE OFFICER SHALL RECEIVE ANNUAL
COMPENSATION IN EXCESS OF THE LIMITS ESTABLISHED
BY THE INTERNAL REVENUE CODE FOR DEDUCTIBILITY
OF EMPLOYEE REMUNERATION AND CERTAIN OTHER
MATTERS, ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
04 TO CONSIDER A PROPOSAL FROM A SHAREHOLDER RECOMMENDING Shr Against For
THAT OUR BOARD OF DIRECTORS AMEND THE GOVERNANCE
DOCUMENTS (CERTIFICATE OF INCORPORATION OR
BYLAWS) OF THE COMPANY TO PROVIDE THAT DIRECTOR
NOMINEES SHALL BE ELECTED BY THE AFFIRMATIVE
VOTE OF THE MAJORITY OF THE VOTES CAST AT AN
ANNUAL MEETING OF SHAREHOLDERS.
- --------------------------------------------------------------------------------------------------------------------------
PFIZER INC. Agenda Number: 932269423
- --------------------------------------------------------------------------------------------------------------------------
Security: 717081103
Meeting Type: Annual
Meeting Date: 28-Apr-2005
Ticker: PFE
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MICHAEL S. BROWN Mgmt For For
M. ANTHONY BURNS Mgmt For For
ROBERT N. BURT Mgmt For For
W. DON CORNWELL Mgmt For For
WILLIAM H. GRAY III Mgmt For For
CONSTANCE J. HORNER Mgmt For For
WILLIAM R. HOWELL Mgmt For For
STANLEY O. IKENBERRY Mgmt For For
GEORGE A. LORCH Mgmt For For
HENRY A. MCKINNELL Mgmt For For
DANA G. MEAD Mgmt For For
RUTH J. SIMMONS Mgmt For For
WILLIAM C. STEERE, JR. Mgmt For For
JEAN-PAUL VALLES Mgmt For For
02 A PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG Mgmt For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2005.
03 SHAREHOLDER PROPOSAL RELATING TO TERM LIMITS Shr Against For
FOR DIRECTORS.
04 SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
INCREASING ACCESS TO PFIZER PRODUCTS.
05 SHAREHOLDER PROPOSAL RELATING TO IMPORTATION Shr Against For
OF PRESCRIPTION DRUGS.
06 SHAREHOLDER PROPOSAL RELATING TO POLITICAL CONTRIBUTIONS. Shr Against For
07 SHAREHOLDER PROPOSAL RELATING TO PRODUCT AVAILABILITY Shr For Against
IN CANADA.
08 SHAREHOLDER PROPOSAL RELATING TO THE SEPARATION Shr For Against
OF THE ROLES OF CHAIR AND CEO AND ACCESS TO
PHARMACEUTICAL PRODUCTS.
- --------------------------------------------------------------------------------------------------------------------------
PITNEY BOWES INC. Agenda Number: 932287875
- --------------------------------------------------------------------------------------------------------------------------
Security: 724479100
Meeting Type: Annual
Meeting Date: 09-May-2005
Ticker: PBI
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MICHAEL J. CRITELLI Mgmt For For
MICHAEL I. ROTH Mgmt For For
ROBERT E. WEISSMAN Mgmt For For
02 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS Mgmt For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2005.
- --------------------------------------------------------------------------------------------------------------------------
PULTE HOMES, INC. Agenda Number: 932283865
- --------------------------------------------------------------------------------------------------------------------------
Security: 745867101
Meeting Type: Annual
Meeting Date: 12-May-2005
Ticker: PHM
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
D. KENT ANDERSON Mgmt For For
JOHN J. SHEA Mgmt For For
WILLIAM B. SMITH Mgmt For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS PULTE HOMES INDEPENDENT ACCOUNTANTS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2005.
03 TO APPROVE AN AMENDMENT TO THE ARTICLES OF INCORPORATION Mgmt For For
TO INCREASE THE NUMBER OF AUTHORIZED SHARES
OF PULTE HOMES COMMON STOCK FROM 200,000,000,
$0.01 PAR VALUE PER SHARE TO 400,000,000, $0.01
PAR VALUE PER SHARE.
04 TO REAPPROVE THE PERFORMANCE MEASURES IN THE Mgmt For For
PULTE HOMES, INC. LONG TERM INCENTIVE PLAN.
05 A PROPOSAL BY A SHAREHOLDER REQUESTING THE ELECTION Shr For Against
OF DIRECTORS BY A MAJORITY, RATHER THAN PLURALITY
VOTE.
- --------------------------------------------------------------------------------------------------------------------------
REGIONS FINANCIAL CORP. Agenda Number: 932321502
- --------------------------------------------------------------------------------------------------------------------------
Security: 7591EP100
Meeting Type: Annual
Meeting Date: 19-May-2005
Ticker: RF
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ALLEN B. MORGAN, JR. Mgmt For For
JORGE M. PEREZ Mgmt For For
SPENCE L. WILSON Mgmt For For
HARRY W. WITT Mgmt For For
02 TO APPROVE THE REGIONS FINANCIAL CORPORATION Mgmt For For
EXECUTIVE BONUS PLAN.
03 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS REGIONS INDEPENDENT AUDITORS FOR THE YEAR
2005.
- --------------------------------------------------------------------------------------------------------------------------
RENT-A-CENTER, INC. Agenda Number: 932324421
- --------------------------------------------------------------------------------------------------------------------------
Security: 76009N100
Meeting Type: Annual
Meeting Date: 18-May-2005
Ticker: RCII
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MARK E. SPEESE Mgmt For For
RICHARD K. ARMEY Mgmt For For
LAURENCE M. BERG Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
SUPERVALU INC. Agenda Number: 932349182
- --------------------------------------------------------------------------------------------------------------------------
Security: 868536103
Meeting Type: Annual
Meeting Date: 15-Jun-2005
Ticker: SVU
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
EDWIN C. GAGE Mgmt For For
GARNETT L. KEITH JR. Mgmt For For
MARISSA PETERSON Mgmt For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT Mgmt For For
REGISTERED ACCOUNTANTS
03 AMENDMENTS TO THE SUPERVALU INC. 2002 STOCK Mgmt For For
PLAN
04 TO CONSIDER AND VOTE ON A STOCKHOLDER PROPOSAL Shr For Against
- --------------------------------------------------------------------------------------------------------------------------
THE ALLSTATE CORPORATION Agenda Number: 932272519
- --------------------------------------------------------------------------------------------------------------------------
Security: 020002101
Meeting Type: Annual
Meeting Date: 17-May-2005
Ticker: ALL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
F. DUANE ACKERMAN Mgmt For For
JAMES G. ANDRESS Mgmt For For
EDWARD A. BRENNAN Mgmt For For
W. JAMES FARRELL Mgmt For For
JACK M. GREENBERG Mgmt For For
RONALD T. LEMAY Mgmt For For
EDWARD M. LIDDY Mgmt For For
J. CHRISTOPHER REYES Mgmt For For
H. JOHN RILEY, JR. Mgmt For For
JOSHUA I. SMITH Mgmt For For
JUDITH A. SPRIESER Mgmt For For
MARY ALICE TAYLOR Mgmt For For
02 APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT Mgmt For For
AUDITORS FOR 2005.
03 PROVIDE CUMULATIVE VOTING FOR BOARD OF DIRECTORS. Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
THE GOLDMAN SACHS GROUP, INC. Agenda Number: 932263609
- --------------------------------------------------------------------------------------------------------------------------
Security: 38141G104
Meeting Type: Annual
Meeting Date: 06-Apr-2005
Ticker: GS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN H. BRYAN Mgmt For For
STEPHEN FRIEDMAN Mgmt For For
WILLIAM W. GEORGE Mgmt For For
HENRY M. PAULSON, JR. Mgmt For For
02 APPROVAL OF AMENDMENTS TO OUR AMENDED AND RESTATED Mgmt For For
CERTIFICATE OF INCORPORATION TO PROVIDE FOR
THE ANNUAL ELECTION OF ALL OF OUR DIRECTORS.
03 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS OUR INDEPENDENT AUDITORS FOR OUR 2005
FISCAL YEAR.
- --------------------------------------------------------------------------------------------------------------------------
THE HARTFORD FINANCIAL SVCS GROUP, I Agenda Number: 932297864
- --------------------------------------------------------------------------------------------------------------------------
Security: 416515104
Meeting Type: Annual
Meeting Date: 18-May-2005
Ticker: HIG
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RAMANI AYER Mgmt For For
RONALD E. FERGUSON Mgmt For For
EDWARD J. KELLY, III Mgmt For For
PAUL G. KIRK, JR. Mgmt For For
THOMAS M. MARRA Mgmt For For
GAIL J. MCGOVERN Mgmt For For
MICHAEL G. MORRIS Mgmt For For
ROBERT W. SELANDER Mgmt For For
CHARLES B. STRAUSS Mgmt For For
H. PATRICK SWYGERT Mgmt For For
DAVID K. ZWIENER Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS INDEPENDENT AUDITORS OF THE
COMPANY FOR THE FISCAL YEAR ENDING DECEMBER
31, 2005.
03 APPROVAL OF THE HARTFORD 2005 INCENTIVE STOCK Mgmt For For
PLAN
04 APPROVAL OF MATERIAL TERMS OF EXECUTIVE OFFICER Mgmt For For
PERFORMANCE GOALS FOR INCENTIVE AWARDS
- --------------------------------------------------------------------------------------------------------------------------
THE PROCTER & GAMBLE COMPANY Agenda Number: 932215785
- --------------------------------------------------------------------------------------------------------------------------
Security: 742718109
Meeting Type: Annual
Meeting Date: 12-Oct-2004
Ticker: PG
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
R. KERRY CLARK Mgmt For For
JOSEPH T. GORMAN Mgmt For For
LYNN M. MARTIN Mgmt For For
RALPH SNYDERMAN Mgmt For For
ROBERT D. STOREY Mgmt For For
02 RATIFY APPOINTMENT OF THE INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM
03 APPROVE AMENDMENT TO AMENDED ARTICLES OF INCORPORATION Mgmt For For
TO INCREASE THE AUTHORIZED NUMBER OF SHARES
OF COMMON STOCK
04 APPROVE AMENDMENT TO CODE OF REGULATIONS TO Mgmt For Against
PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS
05 SHAREHOLDER PROPOSAL NO. 1 IN-HOME FOOD STUDIES Shr Against For
FOR PET NUTRITION
- --------------------------------------------------------------------------------------------------------------------------
THE ST. PAUL TRAVELERS COMPANIES, IN Agenda Number: 932281556
- --------------------------------------------------------------------------------------------------------------------------
Security: 792860108
Meeting Type: Annual
Meeting Date: 03-May-2005
Ticker: STA
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN H. DASBURG Mgmt For For
LESLIE B. DISHAROON Mgmt For For
JANET M. DOLAN Mgmt For For
KENNETH M. DUBERSTEIN Mgmt For For
JAY S. FISHMAN Mgmt For For
LAWRENCE G. GRAEV Mgmt Withheld Against
THOMAS R. HODGSON Mgmt For For
ROBERT I. LIPP Mgmt For For
BLYTHE J. MCGARVIE Mgmt For For
GLEN D. NELSON, MD Mgmt For For
CLARENCE OTIS, JR. Mgmt For For
CHARLES W. SCHARF Mgmt For For
LAURIE J. THOMSEN Mgmt For For
02 PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP Mgmt For For
AS ST. PAUL TRAVELERS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2005.
- --------------------------------------------------------------------------------------------------------------------------
TIME WARNER INC. Agenda Number: 932306120
- --------------------------------------------------------------------------------------------------------------------------
Security: 887317105
Meeting Type: Annual
Meeting Date: 20-May-2005
Ticker: TWX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES L. BARKSDALE Mgmt For For
STEPHEN F. BOLLENBACH Mgmt For For
STEPHEN M. CASE Mgmt For For
FRANK J. CAUFIELD Mgmt For For
ROBERT C. CLARK Mgmt For For
JESSICA P. EINHORN Mgmt For For
MILES R. GILBURNE Mgmt For For
CARLA A. HILLS Mgmt For For
REUBEN MARK Mgmt For For
MICHAEL A. MILES Mgmt For For
KENNETH J. NOVACK Mgmt For For
RICHARD D. PARSONS Mgmt For For
R.E. TURNER Mgmt For For
FRANCIS T. VINCENT, JR. Mgmt For For
DEBORAH C. WRIGHT Mgmt For For
02 RATIFICATION OF AUDITORS. Mgmt For For
03 STOCKHOLDER PROPOSAL REGARDING PAY COMPARISON. Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
TRANSOCEAN INC. Agenda Number: 932286900
- --------------------------------------------------------------------------------------------------------------------------
Security: G90078109
Meeting Type: Annual
Meeting Date: 12-May-2005
Ticker: RIG
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JUDY J. KELLY Mgmt For For
ROBERTO MONTI Mgmt For For
IAN C. STRACHAN Mgmt For For
02 APPROVAL OF THE AMENDMENT OF OUR EMPLOYEE STOCK Mgmt For For
PURCHASE PLAN TO INCREASE THE NUMBER OF ORDINARY
SHARES RESERVED FOR ISSUANCE UNDER THE PLAN
FROM 2,500,000 TO 3,500,000.
03 APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP TO SERVE AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
- --------------------------------------------------------------------------------------------------------------------------
UNILEVER N.V. Agenda Number: 932287661
- --------------------------------------------------------------------------------------------------------------------------
Security: 904784709
Meeting Type: Annual
Meeting Date: 10-May-2005
Ticker: UN
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
02 ADOPTION OF THE ANNUAL ACCOUNTS AND APPROPRIATION Mgmt For For
OF THE PROFIT FOR THE 2004 FINANCIAL YEAR.
03 DISCHARGE OF THE EXECUTIVE DIRECTORS. Mgmt Against Against
04 DISCHARGE OF THE NON-EXECUTIVE DIRECTORS. Mgmt Against Against
05 CORPORATE GOVERNANCE AND ALTERATIONS TO THE Mgmt For For
ARTICLES OF ASSOCIATION.
06 DIRECTOR
PJ CESCAU Mgmt For For
CJ VAN DER GRAAF Mgmt For For
RHP MARKHAM Mgmt For For
RD KUGLER Mgmt For For
A BURGMANS Mgmt For For
LORD BRITTAN Mgmt For For
BARONESS CHALKER Mgmt For For
B COLLOMB Mgmt For For
PROFESSOR W DIK Mgmt For For
O FANJUL Mgmt For For
H KOPPER Mgmt For For
LORD SIMON Mgmt For For
J VAN DER VEER Mgmt For For
08 REMUNERATION OF DIRECTORS. Mgmt For For
09 NLG 0.10 CUMULATIVE PREFERENCE SHARES; REDUCTION Mgmt Against Against
OF THE ISSUED CAPITAL BY CANCELLATION.
10 APPOINTMENT OF AUDITORS CHARGED WITH THE AUDITING Mgmt For For
OF THE ANNUAL ACCOUNTS FOR THE 2005 FINANCIAL
YEAR.
11 DESIGNATION, OF THE BOARD OF DIRECTORS AS THE Mgmt For For
COMPANY BODY AUTHORIZED IN RESPECT OF THE ISSUE
OF SHARES IN THE COMPANY.
12 AUTHORIZATION, OF THE BOARD OF DIRECTORS TO Mgmt For For
PURCHASE SHARES IN THE COMPANY AND DEPOSITARY
RECEIPTS THEREFOR.
- --------------------------------------------------------------------------------------------------------------------------
UNITED TECHNOLOGIES CORPORATION Agenda Number: 932264992
- --------------------------------------------------------------------------------------------------------------------------
Security: 913017109
Meeting Type: Annual
Meeting Date: 13-Apr-2005
Ticker: UTX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GEORGE DAVID Mgmt For For
JEAN-PIERRE GARNIER Mgmt For For
JAMIE S. GORELICK Mgmt For For
CHARLES R. LEE Mgmt For For
RICHARD D. MCCORMICK Mgmt For For
HAROLD MCGRAW III Mgmt For For
FRANK P. POPOFF Mgmt For For
H. PATRICK SWYGERT Mgmt For For
ANDRE VILLENEUVE Mgmt For For
H.A. WAGNER Mgmt For For
CHRISTINE TODD WHITMAN Mgmt For For
02 APPOINTMENT OF INDEPENDENT AUDITORS Mgmt For For
03 APPROVAL OF UNITED TECHNOLOGIES CORPORATION Mgmt For For
2005 LONG TERM INCENTIVE PLAN
04 SHAREOWNER PROPOSAL CONCERNING DISCLOSURE OF Shr Against For
EXECUTIVE COMPENSATION
05 SHAREOWNER PROPOSAL CONCERNING ETHICAL CRITERIA Shr Against For
FOR MILITARY CONTRACTS
06 SHAREOWNER PROPOSAL CONCERNING CEO COMPENSATION Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC. Agenda Number: 932280249
- --------------------------------------------------------------------------------------------------------------------------
Security: 92343V104
Meeting Type: Annual
Meeting Date: 05-May-2005
Ticker: VZ
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
J.R. BARKER Mgmt For For
R.L. CARRION Mgmt For For
R.W. LANE Mgmt For For
S.O. MOOSE Mgmt For For
J. NEUBAUER Mgmt Withheld Against
T.H. O'BRIEN Mgmt For For
H.B. PRICE Mgmt For For
I.G. SEIDENBERG Mgmt For For
W.V. SHIPLEY Mgmt For For
J.R. STAFFORD Mgmt For For
R.D. STOREY Mgmt For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM
03 CUMULATIVE VOTING Shr For Against
04 MAJORITY VOTE FOR ELECTION OF DIRECTORS Shr For Against
05 BOARD COMPOSITION Shr Against For
06 SEPARATE CHAIRMAN AND CEO Shr For Against
07 DIRECTORS LIABILITY Shr Against For
08 REPORT ON POLITICAL CONTRIBUTIONS Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
WACHOVIA CORPORATION Agenda Number: 932226889
- --------------------------------------------------------------------------------------------------------------------------
Security: 929903102
Meeting Type: Special
Meeting Date: 28-Oct-2004
Ticker: WB
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 A PROPOSAL TO APPROVE THE PLAN OF MERGER CONTAINED Mgmt For For
IN THE AGREEMENT AND PLAN OF MERGER, DATED
AS OF JUNE 20, 2004, BETWEEN SOUTHTRUST CORPORATION
AND WACHOVIA, PURSUANT TO WHICH SOUTHTRUST
WILL MERGE WITH AND INTO WACHOVIA, AS MORE
FULLY DESCRIBED IN THE JOINT PROXY STATEMENT-PROSPECTUS
DATED SEPTEMBER 24, 2004.
- --------------------------------------------------------------------------------------------------------------------------
WASHINGTON MUTUAL, INC. Agenda Number: 932267140
- --------------------------------------------------------------------------------------------------------------------------
Security: 939322103
Meeting Type: Annual
Meeting Date: 19-Apr-2005
Ticker: WM
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
PHILLIP D. MATTHEWS Mgmt For For
MARY E. PUGH Mgmt For For
WILLIAM G. REED, JR. Mgmt For For
JAMES H. STEVER Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS THE COMPANY S INDEPENDENT AUDITORS
FOR 2005
- --------------------------------------------------------------------------------------------------------------------------
WELLPOINT, INC. Agenda Number: 932311195
- --------------------------------------------------------------------------------------------------------------------------
Security: 94973V107
Meeting Type: Annual
Meeting Date: 10-May-2005
Ticker: WLP
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM H.T. BUSH Mgmt For For
WARREN Y. JOBE Mgmt For For
WILLIAM G. MAYS Mgmt For For
SEN. DONALD W RIEGLE JR Mgmt For For
WILLIAM J. RYAN Mgmt For For
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE COMPANY FOR 2005.
03 TO ACT ON A SHAREHOLDER PROPOSAL ON PERFORMANCE Shr Split 51% For 49% Against Split
BASED COMPENSATION, IF PROPERLY PRESENTED AT
THE MEETING.
- --------------------------------------------------------------------------------------------------------------------------
WELLS FARGO & COMPANY Agenda Number: 932269055
- --------------------------------------------------------------------------------------------------------------------------
Security: 949746101
Meeting Type: Annual
Meeting Date: 26-Apr-2005
Ticker: WFC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
J.A. BLANCHARD III Mgmt For For
SUSAN E. ENGEL Mgmt For For
ENRIQUE HERNANDEZ, JR. Mgmt For For
ROBERT L. JOSS Mgmt For For
REATHA CLARK KING Mgmt For For
RICHARD M. KOVACEVICH Mgmt For For
RICHARD D. MCCORMICK Mgmt For For
CYNTHIA H. MILLIGAN Mgmt Withheld Against
PHILIP J. QUIGLEY Mgmt For For
DONALD B. RICE Mgmt Withheld Against
JUDITH M. RUNSTAD Mgmt Withheld Against
STEPHEN W. SANGER Mgmt For For
SUSAN G. SWENSON Mgmt For For
MICHAEL W. WRIGHT Mgmt Withheld Against
02 PROPOSAL TO APPROVE THE COMPANY S AMENDED AND Mgmt For For
RESTATED LONG-TERM INCENTIVE COMPENSATION PLAN.
03 PROPOSAL TO RATIFY APPOINTMENT OF KPMG LLP AS Mgmt For For
INDEPENDENT AUDITORS FOR 2005.
04 STOCKHOLDER PROPOSAL REGARDING PAYDAY LENDING. Shr Against For
05 STOCKHOLDER PROPOSAL REGARDING EXECUTIVE COMPENSATION Shr Against For
AND PREDATORY LENDING.
06 STOCKHOLDER PROPOSAL REGARDING PERFORMANCE SHARES. Shr For Against
07 STOCKHOLDER PROPOSAL REGARDING CHIEF EXECUTIVE Shr Against For
OFFICER COMPENSATION.
08 STOCKHOLDER PROPOSAL REGARDING SEPARATION OF Shr For Against
BOARD CHAIR AND CEO POSITIONS.
- --------------------------------------------------------------------------------------------------------------------------
XEROX CORPORATION Agenda Number: 932290353
- --------------------------------------------------------------------------------------------------------------------------
Security: 984121103
Meeting Type: Annual
Meeting Date: 19-May-2005
Ticker: XRX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GLENN A. BRITT Mgmt For For
RICHARD J. HARRINGTON Mgmt For For
WILLIAM CURT HUNTER Mgmt For For
VERNON E. JORDAN, JR. Mgmt For For
HILMAR KOPPER Mgmt For For
RALPH S. LARSEN Mgmt For For
ROBERT A. MCDONALD Mgmt For For
ANNE M. MULCAHY Mgmt For For
N.J. NICHOLAS, JR. Mgmt For For
ANN N. REESE Mgmt For For
STEPHEN ROBERT Mgmt For For
02 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM
- --------------------------------------------------------------------------------------------------------------------------
XL CAPITAL LTD Agenda Number: 932293727
- --------------------------------------------------------------------------------------------------------------------------
Security: G98255105
Meeting Type: Annual
Meeting Date: 29-Apr-2005
Ticker: XL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MICHAEL P. ESPOSITO, JR Mgmt For For
ROBERT R. GLAUBER Mgmt For For
CYRIL RANCE Mgmt For For
ELLEN E. THROWER Mgmt For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP, NEW YORK, NEW YORK, TO ACT AS THE INDEPENDENT
AUDITORS OF THE COMPANY FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2005.
03 TO APPROVE THE AMENDMENT AND RESTATEMENT OF Mgmt For For
THE COMPANY S 1991 PERFORMANCE INCENTIVE PROGRAM.
- --------------------------------------------------------------------------------------------------------------------------
YUM! BRANDS, INC. Agenda Number: 932277076
- --------------------------------------------------------------------------------------------------------------------------
Security: 988498101
Meeting Type: Annual
Meeting Date: 19-May-2005
Ticker: YUM
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 AMENDMENT TO RESTATED ARTICLES OF INCORPORATION Mgmt For For
(ITEM 1, PAGE 14 OF PROXY)
02 DIRECTOR
DAVID W. DORMAN Mgmt For For
MASSIMO FERRAGAMO Mgmt For For
J. DAVID GRISSOM Mgmt For For
BONNIE HILL Mgmt For For
ROBERT HOLLAND, JR. Mgmt For For
KENNETH G. LANGONE Mgmt For For
JONATHAN S. LINEN Mgmt For For
DAVID C. NOVAK Mgmt For For
ANDRALL E. PEARSON Mgmt For For
THOMAS M. RYAN Mgmt For For
JACKIE TRUJILLO Mgmt For For
ROBERT J. ULRICH Mgmt For For
03 ALTERNATE VOTING (ITEM 3, PAGE 21 OF PROXY), Mgmt For For
IF ITEM 1 OF PROXY IS NOT APPROVED: ELECTION
OF FOUR CLASS II DIRECTORS: DAVID W. DORMAN,
MASSIMO FERRAGAMO, THOMAS M. RYAN; AND ROBERT
J. ULRICH AND ELECTION OF ONE CLASS I DIRECTOR
JONATHAN S. LINEN. (IF YOU WISH TO WITHHOLD
YOUR VOTE FROM A SPECIFIC TRUSTEE IN PROPOSAL
2, YOU MUST MAIL YOUR PROXY CARD. IF YOU WISH
TO VOTE THE SAME WAY FOR ALL TRUSTEES, TELEPHONE
AND INTERNET SERVICES ARE AVAILABLE)
04 RATIFICATION OF INDEPENDENT AUDITORS (PAGE 22 Mgmt For For
OF PROXY)
05 SHAREHOLDER PROPOSAL RELATING TO A SUSTAINABILITY Shr Against For
REPORT (PAGE 23 OF PROXY)
06 SHAREHOLDER PROPOSAL RELATING TO A DIVERSITY Shr Against For
REPORT (PAGE 26 OF PROXY)
07 SHAREHOLDER PROPOSAL RELATING TO THE MACBRIDE Shr Against For
PRINCIPLES (PAGE 29 OF PROXY)
08 SHAREHOLDER PROPOSAL RELATING TO A GENETICALLY Shr Against For
ENGINEERED FOOD REPORT (PAGE 31 OF PROXY)
09 SHAREHOLDER PROPOSAL RELATING TO AN ANIMAL WELFARE Shr Against For
STANDARDS REPORT (PAGE 34 OF PROXY)
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) The Managers Funds
By (Signature) /s/ Peter M. Lebovitz
Name Peter M Lebovitz
Title President and Principal Executive Officer
Date 11/30/2005