UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT
COMPANY
INVESTMENT COMPANY ACT FILE NUMBER: 811-21832
NAME OF REGISTRANT: Eaton Vance Tax-Managed Diversified
Equity Income Fund
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 255 State Street
Boston, MA 02109
NAME AND ADDRESS OF AGENT FOR SERVICE: Alan R. Dynner, Esq.
255 State Street
Boston, MA 02109
REGISTRANT'S TELEPHONE NUMBER: 617-482-8260
DATE OF FISCAL YEAR END: 10/31
DATE OF REPORTING PERIOD: 07/01/2006 - 06/30/2007
Eaton Vance Tax-Managed Diversified Equity Income Fund
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ABBOTT LABORATORIES Agenda Number: 932647069
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Security: 002824100
Meeting Type: Annual
Meeting Date: 27-Apr-2007
Ticker: ABT
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
R.S. AUSTIN Mgmt For For
W.M. DALEY Mgmt For For
W.J. FARRELL Mgmt For For
H.L. FULLER Mgmt For For
R.A. GONZALEZ Mgmt For For
D.A.L. OWEN Mgmt For For
B. POWELL JR. Mgmt For For
W.A. REYNOLDS Mgmt For For
R.S. ROBERTS Mgmt For For
S.C. SCOTT III Mgmt For For
W.D. SMITHBURG Mgmt For For
G.F. TILTON Mgmt For For
M.D. WHITE Mgmt For For
02 RATIFICATION OF DELOITTE & TOUCHE LLP AS AUDITORS Mgmt For For
03 SHAREHOLDER PROPOSAL - ADVISORY VOTE Shr Against For
04 SHAREHOLDER PROPOSAL - THE ROLES OF CHAIR AND Shr Against For
CEO
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ABN AMRO HOLDING NV Agenda Number: 701183991
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Security: N0030P459
Meeting Type: AGM
Meeting Date: 26-Apr-2007
Ticker:
ISIN: NL0000301109
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting Non-Votable
1. Opening of the general meeting of shareholders Non-Voting Non-Votable
and announcements
2. Adoption of the minutes of the general meeting Non-Voting Non-Votable
of shareholders held in 2006
3. Report of the Managing Board for the year 2006 Non-Voting Non-Votable
4.A Adopt the 2006 financial statements Mgmt Take No Action
4.B Adopt the 2006 dividend Mgmt Take No Action
5.A Grant discharge to the Members of the Managing Mgmt Take No Action
Board in respect of their Management during
the past FY as specified
5.B Grant discharge to the Members of the Supervisory Mgmt Take No Action
Board in respect of their supervision during
the past FY as specified
6. Approve the changes to the Managing Board Compensation Mgmt Take No Action
Policy with retrospective effect from 01 JAN
2007
7.A Appoint Mrs. A.M. Llopis Rivas as a new Member Mgmt Take No Action
of the Supervisory Board
7.B Re-appoint Mr. D.R.J. Baron De Rothschild as Mgmt Take No Action
a Member of the Supervisory Board
7.C Re-appoint Mr. P. Scaroni as a Member of the Mgmt Take No Action
Supervisory Board
7.D Re-appoint Lord. C. Sharman of Redlynch as a Mgmt Take No Action
Member of the Supervisory Board
7.E Re-appoint Mr. M.V. Pratini De Moraes as a Member Mgmt Take No Action
of the Supervisory Board
8. Authorize the Managing Board in agreement with Mgmt Take No Action
Section 2:98 Netherlands Civil Code, subject
to the approval of the Supervisory Board, to
have the Company acquire shares in its own
capital, for a consideration, up to the maximum
number that may, by virtue of the provisions
of Section 2:982 of the Netherlands Civil
Code, be acquired by the Company
9.A Appoint the Managing Board for a period of 18 Mgmt Take No Action
months from 27 APR 2007, as the body authorized
to act, subject to the approval of the Supervisory
Board to issue ordinary shares, convertible
preference shares and preference financing
shares, including the grant of rights to take
up shares of such classes, provided that: an
overall maximum of 10% of the issued capital
as at 27 APR 2007 is not exceeded; the price
is not below par, subject to the provisions
of Section 2:80 2 of the Netherlands Civil
Code; and the subject to such further conditions
as may be decided by the Managing Board on
each issue, with the approval of the Supervisory
Board
9.B Appoint the Managing Board for a period of 18 Mgmt Take No Action
months from 27 APR 2007, as the body authorized
to act, subject to the approval of the Supervisory
Board to restrict or exclude shareholders
pre-emptive rights under the Law or the Articles
of Association on the issue of ordinary shares,
convertible preference shares and preference
financing shares or on the granting of rights
to take up such shares, in accordance with
the authorization as specified
10. Report of the Managing Board with respect to Non-Voting Non-Votable
the ABN AMRO strategy and recent events
11.1 Approve, a shareholder vote on the principle Mgmt Take No Action
that it is in the best interests of all shareholders,
other stakeholders and the Company for the
Managing Board of ABN AMRO to actively pursue
any possibilities to sell, spin-off or merge
some or all of the major businesses of the
Company to maximize shareholder value
11.2 Approve, a shareholder vote on the principle Mgmt Take No Action
that it is in the best interests of all shareholders,
other stakeholders and the Company for the
Managing Board of ABN AMRO to return the cash
proceeds of any major businesses disposals
to all shareholders by way of a share buyback
or special dividend
11.3 Approve, a shareholder vote on the principle Mgmt Take No Action
that it is in the best interests of all shareholders,
other stakeholders and the Company for the
Managing Board of ABN AMRO to actively pursue
any possibilities to sell or merge the whole
Company to maximize shareholder value
11.4 Approve, a shareholder vote on the principle Mgmt Take No Action
that it is in the best interests of all shareholders,
other stakeholders and the Company for the
Managing Board of ABN AMRO to report to shareholders
upon the outcome of such active investigations
referred to in the above paragraphs within
6 months from the date of the AGM
11.5 Approve, a shareholder vote on the principle Mgmt Take No Action
that it is in the best interests of all shareholders,
other stakeholders and the Company for the
Managing Board of ABN AMRO to cease the pursuit,
for a period of 6 months from the date of the
AGM, of any major business acquisitions, including
the rumoured acquisition of Capitalia SpA which
has been the subject of repeated speculation
in the public press
12 Transact any other business Non-Voting Non-Votable
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AFFILIATED MANAGERS GROUP, INC. Agenda Number: 932706940
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Security: 008252108
Meeting Type: Annual
Meeting Date: 31-May-2007
Ticker: AMG
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RICHARD E. FLOOR Mgmt For For
SEAN M. HEALEY Mgmt For For
HAROLD J. MEYERMAN Mgmt For For
WILLIAM J. NUTT Mgmt For For
RITA M. RODRIGUEZ Mgmt For For
PATRICK T. RYAN Mgmt For For
JIDE J. ZEITLIN Mgmt For For
02 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL
YEAR.
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AKER KVAERNER ASA Agenda Number: 701168115
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Security: R0180X100
Meeting Type: OGM
Meeting Date: 29-Mar-2007
Ticker:
ISIN: NO0010215684
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Votable
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. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting Non-Votable
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 CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE
TO BE LODGED
1. Opening of the AGM and appoint a person to co-sign Mgmt For For
the minutes together with the Chairman
2. Acknowledge the information regarding the business Non-Voting Non-Votable
3. Approve the Aker Kvearner ASA and the Group Mgmt For For
consolidated annual accounts for 2006 and the
annual report
4. Approve the Board of Directors declaration regarding Mgmt For For
stipulation of salary and other remuneration
to the Executive Management of the Company
5. Approve to stipulate the remuneration to the Mgmt For For
Members of the Board of Directors for 2006
6. Approve to stipulate the remuneration to the Mgmt For For
Members of the Nomination Committee for 2006
7. Approve the remuneration to the Auditor for Mgmt For For
2006
8. Elect the Members to the Board of Directors Mgmt Against Against
9. Elect the Members to the Nomination Committee Mgmt For For
10. Approve to split the shares Mgmt For For
11. Approve to reduce the Company s share capital Mgmt For For
12. Authorize the Board of Directors to increase Mgmt Against Against
the share capital
13. Authorize the Board of Directors to purchase Mgmt For For
own shares
PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting Non-Votable
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ALLEANZA ASSICURAZIONI SPA, MILANO Agenda Number: 701252025
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Security: T02772134
Meeting Type: MIX
Meeting Date: 14-Jun-2007
Ticker:
ISIN: IT0000078193
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Votable
REACH QUORUM, THERE WILL BE A SECOND CALL ON
15 JUN 2007. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE
AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT
YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM
IS MET OR THE MEETING IS CANCELLED. THANK YOU.
E.1 Amend Articles No 12, 13, 22, 23, 32 and 33 Mgmt Take No Action
of the Articles of the By-law
O.1 Amend Article 2 of the meeting regulations Mgmt Take No Action
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting Non-Votable
OF RECORD DATE. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
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ALLERGAN, INC. Agenda Number: 932656082
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Security: 018490102
Meeting Type: Annual
Meeting Date: 01-May-2007
Ticker: AGN
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MICHAEL R. GALLAGHER Mgmt Non-Votable
GAVIN S. HERBERT Mgmt Non-Votable
STEPHEN J. RYAN, M.D. Mgmt Non-Votable
02 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt Non-Votable
AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2007
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ALTANA AG, BAD HOMBURG Agenda Number: 701180325
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Security: D03304108
Meeting Type: AGM
Meeting Date: 03-May-2007
Ticker:
ISIN: DE0007600801
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS Non-Voting Non-Votable
MEETING IS 12 APR 07, WHEREAS THE MEETING HAS
BEEN SETUP USING THE ACTUAL RECORD DATE - 1
BUSINESS DAY. THIS IS DONE TO ENSURE THAT ALL
POSITIONS REPORTED ARE IN CONCURRENCE WITH
THE GERMAN LAW. THANK YOU.
1. Presentation of the financial statements and Non-Voting Non-Votable
annual report for the 2006 FY with the report
of the Supervisory Board, the group financial
statements and group annual report
2. Resolutions on the appropriation of the distribution Mgmt For For
profit of EUR 4,732,340,361.60 as follows:
payment of the regular dividend of EUR 1.30,
as follows: a special dividend of EUR 33, and
a bonus dividend of EUR 0.50 per share; ex-dividend
and payable date: 04 MAY 2007
3. Ratification of the acts of the Board of Managing Mgmt For For
Directors
4. Ratification of the acts of the Supervisory Mgmt For For
Board
5.1. Elect Mr. Helmut Eschwey as a member of the Mgmt For For
Supervisory Board
5.2 Elect Mr. Fritz Froehlich as a member of the Mgmt For For
Supervisory Board
5.3 Elect Mr. Werner Spinner as a member of the Mgmt For For
Supervisory Board
5.4 Elect Mr. Carl Voigt as a member of the Supervisory Mgmt For For
Board
6. Appointment of the Auditors for the 2007 FY: Mgmt For For
PricewaterhouseCoopers AG
7. Amendments to the Articles of Association in Mgmt For For
respect of the transfer of the domicile of
the Company from BAD HOM BURG to Wesel
8. Amendments to the Articles of Association in Mgmt For For
respect of the adjustments of the object of
the Company
9. Amendments to the Articles of Association in Mgmt For For
respect of the adjustments of the Supervisory
Board remuneration; As of the 2007 fin yr the
fixed remuneration shall be increased to EUR
35,000 per member and the variable remuneration
adjusted to EUR 100 per EUR 1 million of the
Company's EBIT increase of 4% of the shares
capital, up to a maximum of EUR 35,000
10. Amendments to the Articles of Association in Mgmt For For
respect of the right of the Chairman of the
shareholders, meeting to limit time allotted
to the shareholders for questions and remarks
11. Sundry amendments to the Articles of Association Mgmt For For
12. Authorization to acquire own shareholders Mgmt For For
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ALTRIA GROUP, INC. Agenda Number: 932652349
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Security: 02209S103
Meeting Type: Annual
Meeting Date: 26-Apr-2007
Ticker: MO
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ELIZABETH E. BAILEY Mgmt Non-Votable
HAROLD BROWN Mgmt Non-Votable
MATHIS CABIALLAVETTA Mgmt Non-Votable
LOUIS C. CAMILLERI Mgmt Non-Votable
J. DUDLEY FISHBURN Mgmt Non-Votable
ROBERT E.R. HUNTLEY Mgmt Non-Votable
THOMAS W. JONES Mgmt Non-Votable
GEORGE MUNOZ Mgmt Non-Votable
LUCIO A. NOTO Mgmt Non-Votable
JOHN S. REED Mgmt Non-Votable
STEPHEN M. WOLF Mgmt Non-Votable
02 RATIFICATION OF THE SELECTION OF INDEPENDENT Mgmt Non-Votable
AUDITORS
03 STOCKHOLDER PROPOSAL 1 - CUMULATIVE VOTING Shr Non-Votable
04 STOCKHOLDER PROPOSAL 2 - INFORMING CHILDREN Shr Non-Votable
OF THEIR RIGHTS IF FORCED TO INCUR SECONDHAND
SMOKE
05 STOCKHOLDER PROPOSAL 3 - STOP ALL COMPANY-SPONSORED Shr Non-Votable
CAMPAIGNS ALLEGEDLY ORIENTED TO PREVENT YOUTH
FROM SMOKING
06 STOCKHOLDER PROPOSAL 4 - GET OUT OF TRADITIONAL Shr Non-Votable
TOBACCO BUSINESS BY 2010
07 STOCKHOLDER PROPOSAL 5 - ANIMAL WELFARE POLICY Shr Non-Votable
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AMERICAN EXPRESS COMPANY Agenda Number: 932643629
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Security: 025816109
Meeting Type: Annual
Meeting Date: 23-Apr-2007
Ticker: AXP
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
D.F. AKERSON Mgmt For For
C. BARSHEFSKY Mgmt For For
U.M. BURNS Mgmt For For
K.I. CHENAULT Mgmt For For
P. CHERNIN Mgmt For For
V.E. JORDAN, JR. Mgmt For For
J. LESCHLY Mgmt For For
R.C. LEVIN Mgmt For For
R.A. MCGINN Mgmt For For
E.D. MILLER Mgmt For For
F.P. POPOFF Mgmt For For
S.S. REINEMUND Mgmt For For
R.D. WALTER Mgmt For For
R.A. WILLIAMS Mgmt For For
02 THE SELECTION OF PRICEWATERHOUSECOOPERS LLP Mgmt For For
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
FOR 2007.
03 A PROPOSAL TO APPROVE THE AMERICAN EXPRESS COMPANY Mgmt For For
2007 INCENTIVE COMPENSATION PLAN.
04 A SHAREHOLDER PROPOSAL RELATING TO CUMULATIVE Shr Against For
VOTING FOR DIRECTORS.
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AMERICAN INTERNATIONAL GROUP, INC. Agenda Number: 932677187
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Security: 026874107
Meeting Type: Annual
Meeting Date: 16-May-2007
Ticker: AIG
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MARSHALL A. COHEN Mgmt For For
MARTIN S. FELDSTEIN Mgmt For For
ELLEN V. FUTTER Mgmt For For
STEPHEN L. HAMMERMAN Mgmt For For
RICHARD C. HOLBROOKE Mgmt For For
FRED H. LANGHAMMER Mgmt For For
GEORGE L. MILES, JR. Mgmt For For
MORRIS W. OFFIT Mgmt For For
JAMES F. ORR III Mgmt For For
VIRGINIA M. ROMETTY Mgmt For For
MARTIN J. SULLIVAN Mgmt For For
MICHAEL H. SUTTON Mgmt For For
EDMUND S.W. TSE Mgmt For For
ROBERT B. WILLUMSTAD Mgmt For For
FRANK G. ZARB Mgmt For For
02 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS AIG S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2007.
03 ADOPTION OF THE AMERICAN INTERNATIONAL GROUP, Mgmt Against Against
INC. 2007 STOCK INCENTIVE PLAN.
04 SHAREHOLDER PROPOSAL RELATING TO PERFORMANCE-BASED Shr Against For
STOCK OPTIONS.
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AMGEN INC. Agenda Number: 932645988
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Security: 031162100
Meeting Type: Annual
Meeting Date: 09-May-2007
Ticker: AMGN
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: MR. FRANK J. BIONDI, JR. Mgmt Non-Votable
1B ELECTION OF DIRECTOR: MR. JERRY D. CHOATE Mgmt Non-Votable
1C ELECTION OF DIRECTOR: MR. FRANK C. HERRINGER Mgmt Non-Votable
1D ELECTION OF DIRECTOR: DR. GILBERT S. OMENN Mgmt Non-Votable
02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Mgmt Non-Votable
AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31,
2007.
03 TO APPROVE THE AMENDMENTS TO THE COMPANY S RESTATED Mgmt Non-Votable
CERTIFICATE OF INCORPORATION ELIMINATING THE
CLASSIFICATION OF THE BOARD OF DIRECTORS.
04 TO APPROVE THE AMENDMENTS TO THE COMPANY S AMENDED Mgmt Non-Votable
AND RESTATED BYLAWS ELIMINATING THE CLASSIFICATION
OF THE BOARD OF DIRECTORS.
5A STOCKHOLDER PROPOSAL #1 (ANIMAL WELFARE POLICY). Shr Non-Votable
5B STOCKHOLDER PROPOSAL #2 (SUSTAINABILITY REPORT). Shr Non-Votable
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APPLE INC. Agenda Number: 932685071
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Security: 037833100
Meeting Type: Annual
Meeting Date: 10-May-2007
Ticker: AAPL
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM V. CAMPBELL Mgmt Withheld Against
MILLARD S. DREXLER Mgmt Withheld Against
ALBERT A. GORE, JR. Mgmt Withheld Against
STEVEN P. JOBS Mgmt For For
ARTHUR D. LEVINSON Mgmt Withheld Against
ERIC E. SCHMIDT Mgmt Withheld Against
JEROME B. YORK Mgmt Withheld Against
02 TO APPROVE AMENDMENTS TO THE APPLE INC. 2003 Mgmt For For
EMPLOYEE STOCK PLAN.
03 TO APPROVE AMENDMENTS TO THE APPLE INC. EMPLOYEE Mgmt For For
STOCK PURCHASE PLAN.
04 TO APPROVE AMENDMENTS TO THE 1997 DIRECTOR STOCK Mgmt For For
OPTION PLAN.
05 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Mgmt For For
COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR 2007.
06 TO CONSIDER A SHAREHOLDER PROPOSAL ENTITLED Shr For Against
OPTION DATING POLICY, IF PROPERLY PRESENTED
AT THE MEETING.
07 TO CONSIDER A SHAREHOLDER PROPOSAL ENTITLED Shr For Against
PAY FOR PERFORMANCE STANDARD, IF PROPERLY
PRESENTED AT THE MEETING.
08 TO CONSIDER A SHAREHOLDER PROPOSAL ENTITLED Shr Against For
ENVIRONMENTAL REPORT, IF PROPERLY PRESENTED
AT THE MEETING.
09 TO CONSIDER A SHAREHOLDER PROPOSAL ENTITLED Shr For Against
EQUITY RETENTION POLICY, IF PROPERLY PRESENTED
AT THE MEETING.
10 TO CONSIDER A SHAREHOLDER PROPOSAL ENTITLED Shr Against For
ELECTRONIC WASTE TAKE BACK AND RECYCLING,
IF PROPERLY PRESENTED AT THE MEETING.
11 TO CONSIDER A SHAREHOLDER PROPOSAL ENTITLED Shr For Against
ADVISORY VOTE ON COMPENSATION, IF PROPERLY
PRESENTED AT THE MEETING.
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APPLIED MATERIALS, INC. Agenda Number: 932631915
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Security: 038222105
Meeting Type: Annual
Meeting Date: 14-Mar-2007
Ticker: AMAT
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MICHAEL H. ARMACOST Mgmt Non-Votable
ROBERT H. BRUST Mgmt Non-Votable
DEBORAH A. COLEMAN Mgmt Non-Votable
PHILIP V. GERDINE Mgmt Non-Votable
THOMAS J. IANNOTTI Mgmt Non-Votable
CHARLES Y.S. LIU Mgmt Non-Votable
JAMES C. MORGAN Mgmt Non-Votable
GERHARD H. PARKER Mgmt Non-Votable
WILLEM P. ROELANDTS Mgmt Non-Votable
MICHAEL R. SPLINTER Mgmt Non-Votable
02 TO APPROVE THE AMENDED AND RESTATED EMPLOYEE Mgmt Non-Votable
STOCK INCENTIVE PLAN.
03 TO APPROVE THE AMENDED AND RESTATED EMPLOYEES Mgmt Non-Votable
STOCK PURCHASE PLAN.
04 TO APPROVE THE AMENDED AND RESTATED SENIOR EXECUTIVE Mgmt Non-Votable
BONUS PLAN.
05 TO RATIFY THE APPOINTMENT OF KPMG LLP AS APPLIED Mgmt Non-Votable
MATERIALS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR FISCAL YEAR 2007.
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ASSICURAZIONI GENERALI SPA, TRIESTE Agenda Number: 701250398
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Security: T05040109
Meeting Type: MIX
Meeting Date: 20-Jun-2007
Ticker:
ISIN: IT0000062072
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting Non-Votable
IN MEETING DATE. PLEASE ALSO NOTE THE NEW CUT-OFF
IS 15 JUN 2007. 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.
E.1 Amend the Articles 9, 15, 16, 19, 24, 27, 31, Mgmt Take No Action
39, 40, 44, and 46 of the By-Laws
E.2 Approve the Stock Option Plan for Chairman and Mgmt Take No Action
Top Management of the Company and its subsidiaries
and authorize the Board of Directors to increase
capital to implement the Stock Option Plan;
inherent and consequent resolutions
O.3 Approve the remuneration of the Directors for Mgmt Take No Action
three year term 2007/2009; inherent and consequent
resolutions
O.4 Grant authority the Share Repurchase Program Mgmt Take No Action
and re-issuance of Repurchased shares
O.5 Approve the Director and/or Internal Auditors Mgmt Take No Action
indemnification/liability provisions
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AT&T INC. Agenda Number: 932646360
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Security: 00206R102
Meeting Type: Annual
Meeting Date: 27-Apr-2007
Ticker: T
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A01 ELECTION OF DIRECTOR: WILLIAM F. ALDINGER III Mgmt For For
A02 ELECTION OF DIRECTOR: GILBERT F. AMELIO Mgmt For For
A03 ELECTION OF DIRECTOR: REUBEN V. ANDERSON Mgmt For For
A04 ELECTION OF DIRECTOR: JAMES H. BLANCHARD Mgmt For For
A05 ELECTION OF DIRECTOR: AUGUST A. BUSCH III Mgmt For For
A06 ELECTION OF DIRECTOR: JAMES P. KELLY Mgmt For For
A07 ELECTION OF DIRECTOR: CHARLES F. KNIGHT Mgmt For For
A08 ELECTION OF DIRECTOR: JON C. MADONNA Mgmt For For
A09 ELECTION OF DIRECTOR: LYNN M. MARTIN Mgmt For For
A10 ELECTION OF DIRECTOR: JOHN B. MCCOY Mgmt For For
A11 ELECTION OF DIRECTOR: MARY S. METZ Mgmt For For
A12 ELECTION OF DIRECTOR: TONI REMBE Mgmt For For
A13 ELECTION OF DIRECTOR: JOYCE M. ROCHE Mgmt For For
A14 ELECTION OF DIRECTOR: RANDALL L. STEPHENSON Mgmt For For
A15 ELECTION OF DIRECTOR: LAURA D ANDREA TYSON Mgmt For For
A16 ELECTION OF DIRECTOR: PATRICIA P. UPTON Mgmt For For
A17 ELECTION OF DIRECTOR: EDWARD E. WHITACRE, JR. Mgmt For For
B02 RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Mgmt For For
B03 APPROVE THE AT&T SEVERANCE POLICY Mgmt Against Against
C04 STOCKHOLDER PROPOSAL A Shr For Against
C05 STOCKHOLDER PROPOSAL B Shr Against For
C06 STOCKHOLDER PROPOSAL C Shr Against For
C07 STOCKHOLDER PROPOSAL D Shr Against For
C08 STOCKHOLDER PROPOSAL E Shr For Against
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BANK OF AMERICA CORPORATION Agenda Number: 932644481
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Security: 060505104
Meeting Type: Annual
Meeting Date: 25-Apr-2007
Ticker: BAC
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: WILLIAM BARNET, III Mgmt Non-Votable
1B ELECTION OF DIRECTOR: FRANK P. BRAMBLE, SR. Mgmt Non-Votable
1C ELECTION OF DIRECTOR: JOHN T. COLLINS Mgmt Non-Votable
1D ELECTION OF DIRECTOR: GARY L. COUNTRYMAN Mgmt Non-Votable
1E ELECTION OF DIRECTOR: TOMMY R. FRANKS Mgmt Non-Votable
1F ELECTION OF DIRECTOR: CHARLES K. GIFFORD Mgmt Non-Votable
1G ELECTION OF DIRECTOR: W. STEVEN JONES Mgmt Non-Votable
1H ELECTION OF DIRECTOR: KENNETH D. LEWIS Mgmt Non-Votable
1I ELECTION OF DIRECTOR: MONICA C. LOZANO Mgmt Non-Votable
1J ELECTION OF DIRECTOR: WALTER E. MASSEY Mgmt Non-Votable
1K ELECTION OF DIRECTOR: THOMAS J. MAY Mgmt Non-Votable
1L ELECTION OF DIRECTOR: PATRICIA E. MITCHELL Mgmt Non-Votable
1M ELECTION OF DIRECTOR: THOMAS M. RYAN Mgmt Non-Votable
1N ELECTION OF DIRECTOR: O. TEMPLE SLOAN, JR. Mgmt Non-Votable
1O ELECTION OF DIRECTOR: MEREDITH R. SPANGLER Mgmt Non-Votable
1P ELECTION OF DIRECTOR: ROBERT L. TILLMAN Mgmt Non-Votable
1Q ELECTION OF DIRECTOR: JACKIE M. WARD Mgmt Non-Votable
02 RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC Mgmt Non-Votable
ACCOUNTING FIRM FOR 2007
03 STOCKHOLDER PROPOSAL - STOCK OPTIONS Shr Non-Votable
04 STOCKHOLDER PROPOSAL - NUMBER OF DIRECTORS Shr Non-Votable
05 STOCKHOLDER PROPOSAL - INDEPENDENT BOARD CHAIRMAN Shr Non-Votable
- --------------------------------------------------------------------------------------------------------------------------
BASF AKTIENGESELLSCHAFT Agenda Number: 701173940
- --------------------------------------------------------------------------------------------------------------------------
Security: D06216101
Meeting Type: AGM
Meeting Date: 26-Apr-2007
Ticker:
ISIN: DE0005151005
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS Non-Voting Non-Votable
MEETING IS APRIL 05, 2007 , WHEREAS THE MEETING
HAS BEEN SETUP USING THE ACTUAL RECORD DATE
- 1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT
ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH
THE GERMAN LAW. THANK YOU
1. Presentation of the financial statements of Non-Voting Non-Votable
BASF Aktiengesellschaft and the BASF group
consolidated financial statements for 2006;
presentation of the report of the Supervisory
Board.
2. Approve the adoption of a resolution on the Mgmt For For
appropriation of profit.
3. Approve the adoption of a resolution giving Mgmt For For
formal approval to the actions of the Supervisory
Board.
4. Approve the adoption of a resolution giving Mgmt For For
formal approval to the actions of the Board
of Executive Directors.
5. Election of an auditor for the financial year Mgmt For For
2007.
6. Approve the authorization to buy back shares Mgmt For For
and put them to further use including the authorization
to redeem bought-back shares and reduce capital.
7. Approve the conversion of BASF Aktiengesellschaft Mgmt For For
into a European company (Societas Europaea,
SE).
COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting Non-Votable
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.
- --------------------------------------------------------------------------------------------------------------------------
BAXTER INTERNATIONAL INC. Agenda Number: 932647019
- --------------------------------------------------------------------------------------------------------------------------
Security: 071813109
Meeting Type: Annual
Meeting Date: 01-May-2007
Ticker: BAX
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: BLAKE E. DEVITT Mgmt For For
1B ELECTION OF DIRECTOR: JOHN D. FORSYTH Mgmt For For
1C ELECTION OF DIRECTOR: GAIL D. FOSLER Mgmt For For
1D ELECTION OF DIRECTOR: CAROLE J. SHAPAZIAN Mgmt For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM
03 APPROVAL OF 2007 INCENTIVE PLAN Mgmt For For
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BB&T CORPORATION Agenda Number: 932647300
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Security: 054937107
Meeting Type: Annual
Meeting Date: 24-Apr-2007
Ticker: BBT
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN A. ALLISON IV Mgmt For For
JENNIFER S. BANNER Mgmt For For
ANNA R. CABLIK Mgmt For For
NELLE R. CHILTON Mgmt For For
RONALD E. DEAL Mgmt For For
TOM D. EFIRD Mgmt For For
BARRY J. FITZPATRICK Mgmt For For
L. VINCENT HACKLEY Mgmt For For
JANE P. HELM Mgmt For For
JOHN P. HOWE, III, M.D. Mgmt For For
JAMES H. MAYNARD Mgmt For For
ALBERT O. MCCAULEY Mgmt For For
J. HOLMES MORRISON Mgmt For For
NIDO R. QUBEIN Mgmt For For
E. RHONE SASSER Mgmt For For
02 TO APPROVE THE AMENDMENTS TO THE BB&T CORPORATION Mgmt For For
2004 STOCK INCENTIVE PLAN.
03 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS BB&T S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2007.
- --------------------------------------------------------------------------------------------------------------------------
BIOGEN IDEC INC. Agenda Number: 932704299
- --------------------------------------------------------------------------------------------------------------------------
Security: 09062X103
Meeting Type: Annual
Meeting Date: 31-May-2007
Ticker: BIIB
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES C. MULLEN Mgmt For For
BRUCE R. ROSS Mgmt For For
MARIJN E. DEKKERS Mgmt For For
02 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2007.
- --------------------------------------------------------------------------------------------------------------------------
BOSTON SCIENTIFIC CORPORATION Agenda Number: 932656335
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Security: 101137107
Meeting Type: Annual
Meeting Date: 08-May-2007
Ticker: BSX
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
URSULA M. BURNS Mgmt Non-Votable
MARYE ANNE FOX, PH.D. Mgmt Non-Votable
N.J. NICHOLAS, JR. Mgmt Non-Votable
JOHN E. PEPPER Mgmt Non-Votable
02 TO AMEND THE CERTIFICATE OF INCORPORATION AND Mgmt Non-Votable
BYLAWS TO DECLASSIFY BOARD OF DIRECTORS
03 TO AMEND THE CERTIFICATE OF INCORPORATION AND Mgmt Non-Votable
BYLAWS TO INCREASE THE MAXIMUM SIZE OF THE
BOARD OF DIRECTORS FROM 15 TO 20 DIRECTORS
04 TO APPROVE A STOCK OPTION EXCHANGE PROGRAM FOR Mgmt Non-Votable
BOSTON SCIENTIFIC EMPLOYEES (OTHER THAN EXECUTIVE
OFFICERS)
05 TO REQUIRE EXECUTIVES TO MEET SPECIFIED STOCK Shr Non-Votable
RETENTION GUIDELINES
06 RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT Mgmt Non-Votable
AUDITORS
07 TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY Mgmt Non-Votable
COME BEFORE THE MEETING OR ANY ADJOURNMENT
OR POSTPONEMENT THEREOF
- --------------------------------------------------------------------------------------------------------------------------
CAIRN ENERGY PLC, EDINBURGH Agenda Number: 701152542
- --------------------------------------------------------------------------------------------------------------------------
Security: G64399101
Meeting Type: EGM
Meeting Date: 22-Mar-2007
Ticker:
ISIN: GB0032399312
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
S.1 Approve: the sub-division of ordinary shares, Mgmt For For
reclassification of 1 in every 2 intermediate
shares as a B share, further share capital
sub-division and consolidation, off market
contingent buy back authority and approval;
to alter the Articles of Association, amendments
to the authorities granted at the 2006 AGM
to allot shares and sell treasury shares and
authority for market purchases
- --------------------------------------------------------------------------------------------------------------------------
CAIRN ENERGY PLC, EDINBURGH Agenda Number: 701217401
- --------------------------------------------------------------------------------------------------------------------------
Security: G17528236
Meeting Type: AGM
Meeting Date: 17-May-2007
Ticker:
ISIN: GB00B1RZDL64
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the report and accounts for the YE 31 Mgmt For For
DEC 2006
2. Approve the Directors remuneration report contained Mgmt For For
in the reports and accounts
3. Re-appoint Ernst & Young LLP as the Auditors Mgmt For For
and authorize the Directors to fix their remuneration
4. Elect Mr. Jann Brown as a Director Mgmt For For
5. Elect Mr. Simon Thomson as a Director Mgmt For For
6. Re-elect Mr. Malcolm Thoms as a Director Mgmt For For
7. Re-elect Mr. Mark Tyndall as a Director Mgmt For For
8. Re-elect Mr. Hamish Grossart as a Director Mgmt For For
9. Re-elect Mr. Ed Story as a Director Mgmt For For
10. Authorize the Company the Issue of Equity or Mgmt For For
Equity-Linked Securities with pre-emptive rights
up to aggregate nominal amount of GBP 2,674,197.85
S.11 Authorize the Company the Issue of Equity or Mgmt For For
Equity-Linked Securities without pre-emptive
rights up to aggregate nominal amount of GBP
401,169.80
S.12 Authorize the Company to make market purchase Mgmt For For
of 19,543,989 ordinary shares
S.13 Approve the contract under which the Company Mgmt For For
will purchase all of the deferred share capital
of the Company and authorize the Company pursuant
to Section 164 of the Companies Act 1985
S.14 Amend Articles of Association of the Company Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
CASINO GUICHARD PERRACHON, SAINT ETIENNE Agenda Number: 701243115
- --------------------------------------------------------------------------------------------------------------------------
Security: F14133106
Meeting Type: EGM
Meeting Date: 31-May-2007
Ticker:
ISIN: FR0000125585
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
French Resident Shareowners must complete, sign Non-Voting Non-Votable
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: Voting instructions will be forwarded
to the Global Custodians that have become Registered
Intermediaries, on the 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 your
representative
PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting Non-Votable
YOU.
O.1 Receive the reports of the Board of Directors Mgmt For For
and the Auditors, approve the company s financial
statements for the YE 31 DEC 2006, as presented,
showing income of EUR 250,059,525.91, a total
amount of EUR 942,119.36, i.e., dividends paid
for the FY 2005 and related to the 452,942
common shares held by the company on 9 JUNE
2006, the day said dividends were paid, was
transferred to the retained earnings, account
O.2 Receive the reports of the Board of directors Mgmt For For
and the auditors approve the consolidated financial
statements for the said FY, in the form presented
to the meeting, showing net consolidated income
(group share) of EUR 599,569,000.00
O.3 Approve the recommendations of the Board of Mgmt For For
Directors and resolve that the income for the
FY be appropriated as follows: Income for the
FY: EUR 250,059,525.91 to fund the legal reserve:
EUR 3,650.11 retained earnings for FY 2005:
EUR 2,488,482,841.95 distributable income:
EUR 2,738,538,717.75 statutory distributions
preference global dividend to be distributed
to the 15,124,256 shares without voting right:
EUR 1,735,508.76 first global dividend to be
distributed to the 96,798,396 common shares:
EUR 7,405,077.29 balance: EUR 2,729,398,131.70
additional dividend to the common shares: EUR
200,711,474.11 to the preference shares: EUR
31,386,611.88 to the retained earnings account:
EUR 2,497,300,045.71 a net dividend of EUR
2.15 per share will be paid to each common
share and, EUR 2.19 per share will be paid
to each preference share without voting right,
they will entitle to the 40% deduction provided
by the French tax code and will be paid on
11 JUNE 2007, in the event that the company
holds some of its own shares on the day the
dividends are paid, the amount of the unpaid
dividend on such shares shall be allocated
to the retained earnings account, as required
by law, it is reminded that, for the last three
FYs, the dividends paid, were as follows: for
FY 2003 EUR 1.98 for each common share, with
a tax credit of EUR 0.99, EUR 2.02 for each
preference share, with a tax credit of EUR
1.01 for FY 2004 EUR 2.08 for each common share,
eligible for the 60% allowance EUR 2.12 for
each preference share, eligible for the 50
per cent allowance for FY 2005 EUR 2.08 for
the common shares, eligible for the% allowance
EUR 2.12 for the preference shares, eligible
for the 40% allowance
O.4 Approve the said report and the agreements referred Mgmt Against Against
to therein, after hearing the special report
of the auditors on agreements governed by Article
L.225-38 of the French commercial code
O.5 Authorize the Board of Directors: to Buy- back Mgmt Against Against
the Company s shares on the open market, subject
to the conditions open market, subject to the
conditions described below: maximum purchase
price: EUR 100.00 per each common share and
EUR 100.00 per each common share and EUR 90.00
per preference share without voting right maximum
number of shares to be acquired 10% of the
share capital i.e., 10,737,010 shares: 9,224,996
common shares and, 1,512,014 preference shares
without voting right maximum funds invested
in the share buybacks: EUR 1,058,580,860.00
this authorization is given for an 18-month
period; to take all necessary measures and
accomplish all necessary formalities
E.6 Authorize the Board of Directors: to decide, Mgmt For For
at its sole discretion, on 1 or more occasions,
in France or abroad, to proceed with the issuance,
with the shareholders preferred subscription
rights maintained of securities giving access
to the Company s capital, either by allocation
of new shares of the Company, or existing shares,
or by combination of these methods, or giving
right to debt securities the securities may
be subscribed either in cash or by the offsetting
of debts, the total nominal amount of securities
to be issued by virtue of this delegation of
authority shall not exceed EUR 150,000,000.00
if they represent a portion of the capital
and EUR 2,000,000,000.00 if the securities
represent debt securities; to increase the
share capital up to a maximum nominal amount
of EUR 150,000,000.00 the nominal amount of
a securities giving right to the allocation
of debt securities shall not exceed EUR 1,000,000,000.00,
the present delegation is given for a 26-month
period it supersedes any and all earlier authorizations
to the same effect; to take all necessary measures
and accomplish all necessary formalities
E.7 Authorize the Board of Directors: to decide, Mgmt Against Against
at its sole discretion, on 1 or more occasions,
in France or abroad, to proceed with the issuance,
with cancellation of the shareholders preferred
subscription rights, of shares or any other
securities giving access to the Company s capital,
either by allocation of new shares of the Company,
or existing shares, or by a combination of
these methods, or giving right to debt securities
the securities may be subscribed either in
cash or by the offsetting of debts the total
nominal amount of securities to be issued by
virtue of this delegation of authority shall
not exceed EUR 150,000,000.00 if they represent
a portion of the capital and EUR 2,000,000,000.00
if the securities represent debt securities;
to increase the share capital up to a maximum
nominal amount of EUR 150,000,000.00 the nominal
amount of securities giving right to the allocation
of debt securities issued shall not exceed
EUR 1,000,000,000.00, the present delegation
is given for a 26-month period it supersedes
any and all earlier authorizations to the same
effect; to take all necessary measures and
accomplish all necessary formalities
E.8 Authorize the Board of Directors for any issuance Mgmt For For
carried out by virtue of the Resolution No.
7 of this meeting, within the limit of 10%
of the Company s share capital, to set the
issue price of the issuances without preferential
subscription right of shareholders, in accordance
with the terms and conditions, as specified
E.9 Authorize the Board of Directors, to increase, Mgmt Against Against
for any issuance carried out by virtue of the
Resolutions No. 6 and No.7 the number of securities
to be issued in the event of surplus subscriptions
demands in connection with capital increases
with or without preferential subscription right
of shareholders at the same price as the initial
issue, within 30 day of the closing of the
subscription period, within the limit of the
ceiling provided for by the Resolutions No.
6 and No.7 and the overall ceiling provided
for by the Resolution No.12
E.10 Authorize the Board of Directors: in order to Mgmt For For
increase the share capital, in one or more
occasions, by a maximum nominal amount of EUR
150,000,000.00 by way of capitalizing reserves,
profits, premiums or other means, provided
that such capitalization is allowed by law
and under the By-laws, by issuing bonus shares
or raising the par value of existing shares,
or by a combination of these methods, this
authorization is given for a 26-month period;
to take all necessary measures and accomplish
all necessary formalities, this delegation
of powers supersedes any and all earlier delegations
to the same effect
E.11 Authorize the Board of Directors: to increase Mgmt Against Against
the share capital, up to 10% of the share capital,
by way of issuing shares or securities giving
access to the capital, in consideration for
the contributions in kind granted to the Company
and comprised of capital securities or securities
giving access to share capital, this authorization
is granted for 26-month period; to take all
necessary measures and accomplish all necessary
formalities
E.12 Approve the capital increase to be carried out Mgmt For For
with the use of the delegations given by Resolutions
Number 6 to 11 shall not exceed EUR 150,000,000.00
the issues of debt securities to be carried
out with the use of the delegations given by
Resolutions Number 6 to 11 shall not exceed
EUR 2,000,000,000.00; authorize the Board of
Directors to take all necessary measures and
accomplish all necessary formalities
E.13 Authorize any Company that holds more than 50% Mgmt Against Against
of the capital of the Company Casino, Guichard-Perrachon,
to issue securities giving right to the allocation
of existing shares of the Company, the present
delegation is given for a 26-month period
E.14 Authorize the Board of Directors: at its sole Mgmt Against Against
discretion on the issuance of Company s shares
or securities giving access to the Company
s share capital, in consideration for securities
tendered in a public exchange offer initiated
by the Company concerning the shares of another
listed Company, the maximum nominal amount
of securities shall not exceed EUR 150,000,000.00
if they represent a quota of the capital and
EUR 2,000,000,000.00 if they are debt securities,
this authorization is granted for a 26-month
period; to take all necessary measures and
accomplish all necessary formalities, the delegation
of powers supersedes any and all earlier delegations
to the same effect
E.15 Authorize the Board of Directors: to proceed, Mgmt Against Against
in the event of a public exchange offer initiated
by another Company another Company and during
the period of said offer, in one or more issues,
with the issuance with preferential conditions,
of warrants giving right to subscribe shares
and their allocation free of charge in favour
of all the shareholders, consequently; to increase
the capital by a maximum nominal value of EUR
150,000,000.00; to take all necessary measures
and accomplish all necessary formalities, this
authorization is given for an 18-month period
E.16 Approve the cancellation of the preferred subscription Mgmt Against Against
rights, acknowledging that the special meeting
of the holders of shares with preferred dividend,
without voting right, authorize the Board of
Directors: to increase the share capital on
one or more occasions in favour of Employees
of the Company who are members of a Company
Savings Plan of the Company Casino, Guichard-Perrachon
and related Companies, this authorization is
given for a 26-month period and for a total
number of shares that shall not exceed 5% of
the total number of the Company s shares on
the day the shares are issued, this authorization
supersedes any and all earlier delegations
to the same effect; to take all necessary measures
and accomplish all necessary formalities
E.17 Authorize the Board of Directors: to grant, Mgmt Against Against
in one or more transactions, in favour of Employees
and Corporate officers of the Company and related
Companies or groups, options giving the right
to purchase common 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 total
number of the Company s shares nor 10% of the
common shares, the present authorization is
granted for a 38-month period this delegation
of powers supersedes any and all earlier authorizations
to the same effect; to take all necessary measures
and accomplish all necessary formalities
E.18 Authorize the Board of Directors: to grant, Mgmt Against Against
in one or more transactions, in favour of Employees
and Corporate officers of the Company and related
Companies or groups, options giving the right
to subscribe for common shares of the Company,
it being provided that the options shall not
give rights to a total number of shares, which
shall exceed 5% of the total number of the
Company s shares nor 5% of the common shares,
the present authorization is granted for a
38-month period this delegation of powers supersedes
any and all earlier authorizations to the same
effect; to take all necessary measures and
accomplish all necessary formalities
E.19 Amend the Article of the By-laws to comply with Mgmt For For
the new provisions related to the decree No.
2006-1566 dated 11 DEC 2006 modifying the decree
dated 23 MAR 1967 on trading Companies and
in consequence to amend Articles of the Bylaws
No. 25 and 27, as specified
E.20 Amend the Article 11 of the By-laws; identification Mgmt Against Against
of the shareholding
- --------------------------------------------------------------------------------------------------------------------------
CHEVRON CORPORATION Agenda Number: 932647007
- --------------------------------------------------------------------------------------------------------------------------
Security: 166764100
Meeting Type: Annual
Meeting Date: 25-Apr-2007
Ticker: CVX
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: S.H. ARMACOST Mgmt For For
1B ELECTION OF DIRECTOR: L.F. DEILY Mgmt For For
1C ELECTION OF DIRECTOR: R.E. DENHAM Mgmt For For
1D ELECTION OF DIRECTOR: R.J. EATON Mgmt For For
1E ELECTION OF DIRECTOR: S. GINN Mgmt For For
1F ELECTION OF DIRECTOR: F.G. JENIFER Mgmt For For
1G ELECTION OF DIRECTOR: S. NUNN Mgmt For For
1H ELECTION OF DIRECTOR: D.J. O REILLY Mgmt For For
1I ELECTION OF DIRECTOR: D.B. RICE Mgmt For For
1J ELECTION OF DIRECTOR: P.J. ROBERTSON Mgmt For For
1K ELECTION OF DIRECTOR: K.W. SHARER Mgmt For For
1L ELECTION OF DIRECTOR: C.R. SHOEMATE Mgmt For For
1M ELECTION OF DIRECTOR: R.D. SUGAR Mgmt For For
1N ELECTION OF DIRECTOR: C. WARE Mgmt For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM
03 PROPOSAL TO AMEND CHEVRON S RESTATED CERTIFICATE Mgmt For For
OF INCORPORATION TO REPEAL THE SUPERMAJORITY
VOTE PROVISIONS
04 ADOPT POLICY AND REPORT ON HUMAN RIGHTS Shr Against For
05 ADOPT GOALS AND REPORT ON GREENHOUSE GAS EMISSIONS Shr Against For
06 ADOPT POLICY AND REPORT ON ANIMAL WELFARE Shr Against For
07 RECOMMEND AMENDMENT TO THE BY-LAWS TO SEPARATE Shr Against For
THE CEO/CHAIRMAN POSITIONS
08 AMEND THE BY-LAWS REGARDING THE STOCKHOLDER Shr For Against
RIGHTS PLAN POLICY
09 REPORT ON HOST COUNTRY ENVIRONMENTAL LAWS Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
CITIGROUP INC. Agenda Number: 932641562
- --------------------------------------------------------------------------------------------------------------------------
Security: 172967101
Meeting Type: Annual
Meeting Date: 17-Apr-2007
Ticker: C
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: C. MICHAEL ARMSTRONG. Mgmt For For
1B ELECTION OF DIRECTOR: ALAIN J.P. BELDA. Mgmt For For
1C ELECTION OF DIRECTOR: GEORGE DAVID. Mgmt For For
1D ELECTION OF DIRECTOR: KENNETH T. DERR. Mgmt For For
1E ELECTION OF DIRECTOR: JOHN M. DEUTCH. Mgmt For For
1F ELECTION OF DIRECTOR: ROBERTO HERNANDEZ RAMIREZ. Mgmt For For
1G ELECTION OF DIRECTOR: KLAUS KLEINFELD. Mgmt For For
1H ELECTION OF DIRECTOR: ANDREW N. LIVERIS. Mgmt For For
1I ELECTION OF DIRECTOR: ANNE MULCAHY. Mgmt For For
1J ELECTION OF DIRECTOR: RICHARD D. PARSONS. Mgmt For For
1K ELECTION OF DIRECTOR: CHARLES PRINCE. Mgmt For For
1L ELECTION OF DIRECTOR: JUDITH RODIN. Mgmt For For
1M ELECTION OF DIRECTOR: ROBERT E. RUBIN. Mgmt For For
1N ELECTION OF DIRECTOR: FRANKLIN A. THOMAS. Mgmt For For
02 PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP Mgmt For For
AS CITIGROUP S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2007.
03 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
PRIOR GOVERNMENTAL SERVICE OF CERTAIN INDIVIDUALS.
04 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
POLITICAL CONTRIBUTIONS.
05 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
CHARITABLE CONTRIBUTIONS.
06 SHAREOWNER PROPOSAL REQUESTING AN ADVISORY RESOLUTION Shr Against For
TO RATIFY EXECUTIVE COMPENSATION.
07 STOCKHOLDER PROPOSAL REQUESTING THAT CEO COMPENSATION Shr Against For
BE LIMITED TO NO MORE THAN 100 TIMES THE AVERAGE
COMPENSATION PAID TO WORLDWIDE EMPLOYEES.
08 STOCKHOLDER PROPOSAL REQUESTING THAT THE CHAIRMAN Shr Against For
OF THE BOARD HAVE NO MANAGEMENT DUTIES, TITLES
OR RESPONSIBILITIES.
09 STOCKHOLDER PROPOSAL REQUESTING THAT STOCK OPTIONS Shr Against For
BE SUBJECT TO A FIVE-YEAR SALES RESTRICTION.
10 STOCKHOLDER PROPOSAL REQUESTING CUMULATIVE VOTING. Shr Against For
11 STOCKHOLDER PROPOSAL REQUESTING THAT STOCKHOLDERS Shr Against For
HAVE THE RIGHT TO CALL SPECIAL SHAREHOLDER
MEETINGS.
- --------------------------------------------------------------------------------------------------------------------------
CMS ENERGY CORPORATION Agenda Number: 932682431
- --------------------------------------------------------------------------------------------------------------------------
Security: 125896100
Meeting Type: Annual
Meeting Date: 18-May-2007
Ticker: CMS
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MERRIBEL S. AYRES Mgmt For For
JON E. BARFIELD Mgmt For For
RICHARD M. GABRYS Mgmt For For
DAVID W. JOOS Mgmt For For
PHILIP R. LOCHNER, JR. Mgmt For For
MICHAEL T. MONAHAN Mgmt For For
JOSEPH F. PAQUETTE, JR. Mgmt For For
PERCY A. PIERRE Mgmt For For
KENNETH L. WAY Mgmt For For
KENNETH WHIPPLE Mgmt For For
JOHN B. YASINSKY Mgmt For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM.
- --------------------------------------------------------------------------------------------------------------------------
COLGATE-PALMOLIVE COMPANY Agenda Number: 932664433
- --------------------------------------------------------------------------------------------------------------------------
Security: 194162103
Meeting Type: Annual
Meeting Date: 03-May-2007
Ticker: CL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: J.T. CAHILL Mgmt Non-Votable
1B ELECTION OF DIRECTOR: J.K. CONWAY Mgmt Non-Votable
1C ELECTION OF DIRECTOR: E.M. HANCOCK Mgmt Non-Votable
1D ELECTION OF DIRECTOR: D.W. JOHNSON Mgmt Non-Votable
1E ELECTION OF DIRECTOR: R.J. KOGAN Mgmt Non-Votable
1F ELECTION OF DIRECTOR: D.E. LEWIS Mgmt Non-Votable
1G ELECTION OF DIRECTOR: R. MARK Mgmt Non-Votable
1H ELECTION OF DIRECTOR: J.P. REINHARD Mgmt Non-Votable
02 RATIFY SELECTION OF PRICEWATERHOUSECOOPERS LLP Mgmt Non-Votable
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
03 STOCKHOLDER PROPOSAL ON SPECIAL SHAREHOLDER Shr Non-Votable
MEETINGS
04 STOCKHOLDER PROPOSAL ON EXECUTIVE COMPENSATION Shr Non-Votable
- --------------------------------------------------------------------------------------------------------------------------
COMCAST CORPORATION Agenda Number: 932669546
- --------------------------------------------------------------------------------------------------------------------------
Security: 20030N101
Meeting Type: Annual
Meeting Date: 23-May-2007
Ticker: CMCSA
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
S. DECKER ANSTROM Mgmt For For
KENNETH J. BACON Mgmt For For
SHELDON M. BONOVITZ Mgmt For For
EDWARD D. BREEN Mgmt For For
JULIAN A. BRODSKY Mgmt For For
JOSEPH J. COLLINS Mgmt For For
J. MICHAEL COOK Mgmt For For
JEFFREY A. HONICKMAN Mgmt For For
BRIAN L. ROBERTS Mgmt For For
RALPH J. ROBERTS Mgmt For For
DR. JUDITH RODIN Mgmt For For
MICHAEL I. SOVERN Mgmt For For
02 INDEPENDENT AUDITORS Mgmt For For
03 PREVENT THE ISSUANCE OF NEW STOCK OPTIONS Shr Against For
04 REQUIRE THAT THE CHAIRMAN OF THE BOARD NOT BE Shr Against For
AN EMPLOYEE
05 REQUIRE SUSTAINABILITY REPORT Shr Against For
06 ADOPT A RECAPITALIZATION PLAN Shr Against For
07 REQUIRE ANNUAL VOTE ON EXECUTIVE COMPENSATION Shr Against For
08 REQUIRE PAY DIFFERENTIAL REPORT Shr Against For
09 REQUIRE DISCLOSURE OF POLITICAL CONTRIBUTIONS Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
COMPASS GROUP PLC Agenda Number: 701132374
- --------------------------------------------------------------------------------------------------------------------------
Security: G23296182
Meeting Type: AGM
Meeting Date: 16-Feb-2007
Ticker:
ISIN: GB0005331532
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and adopt the financial statements of Mgmt For For
the Company for the FYE 30 SEP 2006 and the
reports of the Directors and the Auditors thereon
2. Approve the Directors remuneration report for Mgmt For For
the FYE 30 SEP 2006
3. Declare a final dividend of 6.7 pence per share Mgmt For For
on each of the Company s ordinary shares for
the FYE 30 SEP 2006; subject to passing of
this resolution, the final dividend will be
paid on 05 MAR 2007 to shareholders on the
register at the close of business on 09 FEB
2007
4. Elect Mr. Richard Cousins as a Director Mgmt For For
5. Elect Sir Ian Robinson as a Director Mgmt For For
6. Elect Mr. Gary Green as a Director Mgmt For For
7. Re-elect Mr. Andrew Martin as a Director, who Mgmt For For
retires by rotation
8. Re-appoint Deloitte & Touche LLP as the Auditors Mgmt For For
of the Company
9. Authorize the Directors to determine the Auditors Mgmt For For
remuneration
10. Authorize the Company and any Company, which Mgmt For For
is or becomes a subsidiary of the Company during
the period to which this resolution relates,
to make donations to EU political organizations
and incur EU political expenditure 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 shall not exceed in aggregate
GBP 125,000 during that period; Authority
expires at the next AGM
11. Authorize the Directors to allot relevant securities Mgmt For For
pursuant to Article 11 of the Company s Articles
of Association and Section 80 of the Companies
Act 1985 the Act up to a maximum nominal
amount of GBP 68,700,000; this represents 687
million ordinary shares of 10 pence each in
the capital of the Company which is approximately
one- third of the Company s issued share capital
as at 13 DEC 2006; the Company does not currently
hold any shares as treasury shares; Authority
expires the earlier of the conclusion of the
next AGM of the Company to be held in 2008
or 15 MAY 2008; whilst the Directors have
no current plans to utilize this authority
they consider its renewal appropriate in order
to retain maximum flexibility to take advantage
of business opportunities as they arise
s.12 Approve, subject to the passing of Resolution Mgmt For For
11 above, to renew the power conferred on the
Directors by Article 12 of the Company s Articles
of Association to issue equity securities of
the Company for cash without application of
the pre-emption rights pursuant to Article
12 of the Company s Articles of Association
and Section 89 of the Companies Act 1985; other
than in connection with a rights, scrip dividend,
or other similar issue, up to maximum nominal
amount of GBP 10,300,000 the section 89 amount;
this represent 103 million ordinary shares
of 10 pence each in the capital of the Company,
which is approximately 5 % of the Company s
issued ordinary share capital as at 13 DEC
2006; Authority expires the earlier of the
conclusion of the AGM of the Company to be
held in 2008 or 15 MAY 2008; whilst the Directors
have no current plans to utilize this authority
they consider its renewal appropriate in order
to retain maximum flexibility to take advantage
of business opportunities as they arise
s.13 Authorize the Company, pursuant to Article 58 Mgmt For For
of the Company s Articles of Association and
in accordance with Section 166 of the Companies
Act 1985, to make market purchases Section
163 of that Act of up to 206 million ordinary
shares of 10 pence each in the capital of the
Company, at a minimum price of 10 pence and
the maximum price exclusive of expenses which
may be paid for each ordinary share which is
the higher of 105% of the average of the middle
market quotations for such shares derived from
the London Stock Exchange Daily Official List,
over the previous 5 business days and an amount
equal to the higher of the price of the last
independent trade and an amount equal to the
higher of the price of the last independent
trade and the highest current independent bid
as derived form the London Stock Exchange Trading
System SETS; Authority expires the earlier
of the conclusion of the next AGM of the Company
or 15 AUG 2008; 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
- --------------------------------------------------------------------------------------------------------------------------
CONOCOPHILLIPS Agenda Number: 932664988
- --------------------------------------------------------------------------------------------------------------------------
Security: 20825C104
Meeting Type: Annual
Meeting Date: 09-May-2007
Ticker: COP
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF CLASS II DIRECTOR: JAMES E. COPELAND, Mgmt Non-Votable
JR.
1B ELECTION OF CLASS II DIRECTOR: KENNETH M. DUBERSTEIN Mgmt Non-Votable
1C ELECTION OF CLASS II DIRECTOR: RUTH R. HARKIN Mgmt Non-Votable
1D ELECTION OF CLASS II DIRECTOR: WILLIAM R. RHODES Mgmt Non-Votable
1E ELECTION OF CLASS II DIRECTOR: J. STAPLETON Mgmt Non-Votable
ROY
1F ELECTION OF CLASS II DIRECTOR: WILLIAM E. WADE, Mgmt Non-Votable
JR.
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG Mgmt Non-Votable
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2007
03 CORPORATE POLITICAL CONTRIBUTIONS Shr Non-Votable
04 GLOBAL WARMING-RENEWABLES Shr Non-Votable
05 QUALIFICATION FOR DIRECTOR NOMINEES Shr Non-Votable
06 DRILLING IN SENSITIVE/PROTECTED AREAS Shr Non-Votable
07 REPORT ON RECOGNITION OF INDIGENOUS RIGHTS Shr Non-Votable
08 COMMUNITY ACCOUNTABILITY Shr Non-Votable
- --------------------------------------------------------------------------------------------------------------------------
CORNING INCORPORATED Agenda Number: 932637905
- --------------------------------------------------------------------------------------------------------------------------
Security: 219350105
Meeting Type: Annual
Meeting Date: 26-Apr-2007
Ticker: GLW
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROBERT F. CUMMINGS, JR. Mgmt For For
EUGENE C. SIT Mgmt For For
WILLIAM D. SMITHBURG Mgmt For For
HANSEL E. TOOKES II Mgmt For For
WENDELL P. WEEKS Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS CORNING S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2007.
03 SHAREHOLDER PROPOSAL RELATING TO THE ELECTION Shr For Against
OF EACH DIRECTOR ANNUALLY.
- --------------------------------------------------------------------------------------------------------------------------
CREDIT SUISSE GROUP, ZUERICH Agenda Number: 701183965
- --------------------------------------------------------------------------------------------------------------------------
Security: H3698D419
Meeting Type: AGM
Meeting Date: 04-May-2007
Ticker:
ISIN: CH0012138530
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting Non-Votable
IN THIS MARKET. PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting Non-Votable
MEETING NOTICE SENT UNDER MEETING 373014, 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 CUTOFF DATE WILL
BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU.
1. Approve the annual report, the parent Company Mgmt Take No Action
s 2006 financial statements and the Group s
2006 consolidated financial statements
2. Grant discharge to the Members of the Board Mgmt Take No Action
of Directors and the Executive Board during
the 2006 FY
3. Approve to reduce the share capital by CHF 26,894,500 Mgmt Take No Action
from CHF 607,431,006.50 to CHF 580,536,506.50
by canceling 53,789,000 shares with a par value
of CHF 0.50 each, which were acquired in the
period between 16 MAR 2006 and 15 MAR 2007
pursuant to the Buy Back Program; acknowledge,
according to the special report of the Auditors
KPMG Klynveld Peat Marwick Goerdeler SA the
obligees claims are fully covered after the
share capital reduction as required by Article
732 Paragraph 2 CO; that as of the date of
the entry of the capital reduction in the Commercial
Register, amend Article 3 Paragraph 1 of the
Articles of Association as specified
4.1 Approve to allocate the retained earnings of Mgmt Take No Action
CHF 14,337,238,095 comprising retained earnings
brought forward from the previous year of CHF
3,327,390,120 and net profit for 2006 of CHF
11,009,847,975 as specified
4.2. Approve to reduce the share capital by CHF 534,093,585.98 Mgmt Take No Action
from CHF 580,536,506.50 to CHF 46,442,920.52
of shares from CHF 0.50 to CHF 0.04 and by
remitting the amount of the reduction to the
shareholders; acknowledge that, according to
the special report of the Auditors KPMG Klynveld
Peat Marwick Goerdeler SA the obligees claims
are fully covered after the share capital reduction
as required by Article 732 Paragraph 2 CO;
that as of the date of the entry of the capital
reduction in the Commercial Register, amend
Article 3 Paragraph 1 of the Articles of Association
as specified
5. Approve the buy back of own shares of up to Mgmt Take No Action
a maximum value of CHF 8 billion for a period
of 3 years
6.1 Approve to renew the authorized capital and Mgmt Take No Action
accordingly amend Article 27 Paragraph 1, Article
26b Paragraph 1and Article 26 c Paragraph 1of
the Articles of Association as specified
6.2 Amend Article 7 Paragraphs 4 and 5 of the Articles Mgmt Take No Action
of Association on the date the capital reduction
is entered in the Commercial Register as specified
6.3 Amend Articles 26, 26b and 27 of the Articles Mgmt Take No Action
of Association at the time of the entry of
the share capital reduction in the Commercial
Register as specified
7.1.1 Re-elect Mr. Noreen Doyle as a Director for Mgmt Take No Action
a term of 3 years as stipulated in the Articles
of Association
7.1.2 Re-elect Mr. Aziz R. D. Syriani as a Director Mgmt Take No Action
for a term of 3 years as stipulated in the
Articles of Association
7.1.3 Re-elect Mr. David W. Syz as a Director for Mgmt Take No Action
a term of 3 years as stipulated in the Articles
of Association
7.1.4 Re-elect Mr. Peter Weibel as a Director for Mgmt Take No Action
a term of 3 years as stipulated in the Articles
of Association
7.2 Re-elect KPMG Klynveid Peat Marwick Goerdeier Mgmt Take No Action
SA, Zurich, as the Independent Auditors of
the parent Company and the Group for a further
term of 1 year
7.3 Elect BDO Visura, Zurich, as the Special Auditors Mgmt Take No Action
for a term of 1 year
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting Non-Votable
OF CONSERVATIVE RECORD DATE AS 25 APR 2007.
PLEASE ALSO NOTE THE NEW CUT-OFF IS 01 MAY
2007. 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.
- --------------------------------------------------------------------------------------------------------------------------
CVS/CAREMARK CORPORATION Agenda Number: 932675816
- --------------------------------------------------------------------------------------------------------------------------
Security: 126650100
Meeting Type: Annual
Meeting Date: 09-May-2007
Ticker: CVS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: EDWIN M. BANKS Mgmt For For
1B ELECTION OF DIRECTOR: C. DAVID BROWN II Mgmt For For
1C ELECTION OF DIRECTOR: E. MAC CRAWFORD Mgmt For For
1D ELECTION OF DIRECTOR: DAVID W. DORMAN Mgmt For For
1E ELECTION OF DIRECTOR: KRISTEN E. GIBNEY WILLIAMS Mgmt For For
1F ELECTION OF DIRECTOR: ROGER L. HEADRICK Mgmt For For
1G ELECTION OF DIRECTOR: MARIAN L. HEARD Mgmt For For
1H ELECTION OF DIRECTOR: WILLIAM H. JOYCE Mgmt For For
1I ELECTION OF DIRECTOR: JEAN-PIERRE MILLON Mgmt For For
1J ELECTION OF DIRECTOR: TERRENCE MURRAY Mgmt For For
1K ELECTION OF DIRECTOR: C.A. LANCE PICCOLO Mgmt For For
1L ELECTION OF DIRECTOR: SHELI Z. ROSENBERG Mgmt For For
1M ELECTION OF DIRECTOR: THOMAS M. RYAN Mgmt For For
1N ELECTION OF DIRECTOR: RICHARD J. SWIFT Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP Mgmt For For
AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE 2007 FISCAL YEAR.
03 PROPOSAL TO ADOPT THE COMPANY S 2007 EMPLOYEE Mgmt For For
STOCK PURCHASE PLAN.
04 PROPOSAL TO ADOPT THE COMPANY S 2007 INCENTIVE Mgmt Against Against
PLAN.
05 STOCKHOLDER PROPOSAL REGARDING LIMITS ON CEO Shr Against For
COMPENSATION.
06 STOCKHOLDER PROPOSAL REGARDING SEPARATION OF Shr Against For
THE ROLES OF CHAIRMAN AND CEO.
07 STOCKHOLDER PROPOSAL REGARDING SUSTAINABILITY Shr Against For
REPORTING BY THE COMPANY.
08 STOCKHOLDER PROPOSAL REGARDING THE RELATIONSHIP Shr Against For
BETWEEN THE COMPANY AND COMPENSATION CONSULTANTS.
09 STOCKHOLDER PROPOSAL REGARDING THE COMPANY S Shr Against For
POLICY ON STOCK OPTION GRANTS.
- --------------------------------------------------------------------------------------------------------------------------
CVS/CAREMARK CORPORATION Agenda Number: 932703386
- --------------------------------------------------------------------------------------------------------------------------
Security: 126650100
Meeting Type: Consent
Meeting Date: 09-May-2007
Ticker: CVS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 PROPOSAL SUBMITTED BY AMALGAMATED BANK LONG Shr Non-Votable
VIEW COLLECTIVE INVESTMENT FUND REQUESTING
THAT THE BOARD OF DIRECTORS ADOPT A POLICY
WITH RESPECT TO THE COMPANY S PRACTICES IN
MAKING AWARDS OF EQUITY COMPENSATION TO DIRECTORS
AND EXECTIVES.
- --------------------------------------------------------------------------------------------------------------------------
D.R. HORTON, INC. Agenda Number: 932615377
- --------------------------------------------------------------------------------------------------------------------------
Security: 23331A109
Meeting Type: Annual
Meeting Date: 25-Jan-2007
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
MICHAEL W. HEWATT Mgmt For For
DONALD J. TOMNITZ Mgmt For For
BILL W. WHEAT Mgmt For For
02 TO VOTE ON A SHAREHOLDER PROPOSAL CONCERNING Shr Against For
A MAJORITY VOTE STANDARD FOR THE ELECTION OF
DIRECTORS.
03 TO CONDUCT OTHER BUSINESS PROPERLY BROUGHT BEFORE Mgmt For For
THE MEETING.
- --------------------------------------------------------------------------------------------------------------------------
DAIMLERCHRYSLER AG, STUTTGART Agenda Number: 701160436
- --------------------------------------------------------------------------------------------------------------------------
Security: D1668R123
Meeting Type: AGM
Meeting Date: 04-Apr-2007
Ticker:
ISIN: DE0007100000
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Non-Votable
ID: 364354 DUE TO ADDITIONAL OF RESOLUTIONS.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING
WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
PLEASE NOTE THAT THESE SHARES MAY BE BLOCKED Non-Voting Non-Votable
DEPENDING ON SOME SUBCUSTODIANS' PROCESSING
IN THE MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1. Presentation of the financial statements and Non-Voting Non-Votable
annual report for the 2006 FY with the report
of the Supervisory Board, the Group financial
statements and Group annual report
2. Resolution on the appropriation of the distributable Mgmt For For
profit of EUR 1,542,245,626.50 as follows:
payment of a dividend of EUR 1.50 per no-par
share ex-dividend and payable date: 05 APR
2007
3. Ratification of the acts of the Board of Managing Mgmt For For
Director's
4. Ratification of the acts of the Supervisory Mgmt For For
Board
5. Appointment of Auditors for the 2007 FY: KPMG Mgmt For For
Deutsche Treuhand-Gesellschaft AG, Frankfurt
and Berlin
6. Renewal of the authorization to acquire own Mgmt For For
shares The company shall be authorized to acquire
own shares of up to EUR 267,000,000, at a price
differing neither more than 5 %; from the market
price of the shares if they are acquired through
the stock exchange, nor more than 20% if they
are acquired by way of a repurchase offer,
on or before 04 OCT 2008; the Board of Managing
Directors shall be authorize d to use the shares
in connection with mergers and acquisitions,
to use the shares within the Company's Stock
Option Plan 2000 or as employee shares, and
to retire the shares
7. Elections to the Supervisory Board recommended Mgmt For For
Prof. Dr. Clemens Boersig
8. Resolution on an amendment to the Articles of Mgmt For For
Association; in accordance with the new Transparency
Directive Implementation Law Section 20, regarding
the Company being authorized to transmit information
t o shareholders by electronic means
9a. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Article 1 of the Articles of Incorporation,
currently worded 'The name of the corporation
is DaimlerChrysler AG; The registered office
of the corporation is in Stuttgart;' is amended
as follows: 'The name of the corporation is
Daimler-Benz AG; The registered office of the
corporation is in Stuttgart'
9B. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: The Board of Management is authorized
to defer notification of the change of name
for entry in the Commercial Register until
the Chrysler Group is separated from the Group
or sold, but not later than 31 MAR 2008
10. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Amendment to the Articles of Association
in respect of the shareholder's meeting being
held in Stuttgart if the previous two meetings
were held at a different place and the shareholders
meeting 2008 being excluded from this rule
11. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Amendment to the Articles of Association
in respect of the election of the Chairman
of the Shareholders' meeting
12. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr For Against
PROPOSAL: Amendment to the Articles of Association
in respect of the age-restriction for the Members
of the Supervisory Board
13. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Amendment to the Articles of Association
in respect of Members of the Supervisory Board
being interdicted to be a member of the Board
of Managing Director's of another Dax-30 Company
14. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Amendment to the Articles of Association
in respect of shareholders statements
15. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Amendment to the Articles of Association
in connection with special counting methods
16. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Amendment to the Articles of Association
in respect of the minutes of the shareholders'
meeting being taken
17A. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL:The Board of Management is instructed
to take the necessary measures so that a resolution
on the transformation of the corporation into
a European Stock Corporation (SE) can be voted
on no later than the next ordinary Annual Meeting
17B PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: The Board of Management is instructed
to conduct the necessary negotiations with
the employee representatives with the objective
that the Supervisory Board should only have
twelve members and that the negative impact
of equal numbers of members representing the
shareholders and the employees on the propensity
to invest of current and future investors should
be taken into account in the composition of
the Supervisory Board
18. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Resolution on a special audit as
per Section 142(1) of the German Stock Corporation
Act in connection with the merger between the
Company and Chrysler Corporation
19. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Resolution on a special audit as
per Section 142(1) of the German Stock Corporation
Act in connection with the Stock Option Plan
2003
20. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Resolution on a special audit as
per Section 142(1) of the German Stock Corporation
Act in connection with the interview given
by Juergen Schrempp to financial times
21. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Resolution on a special audit as
per Section 142(1) of the German Stock Corporation
Act in connection with improper actions of
current of former members of the Board of Managing
Directors or the Supervisory Board
22. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Resolution on a special audit as
per Section 142(1) of the German Stock Corporation
Act in connection with incomplete of inaccurate
information given by Dr. Zetsche and other
Employees of the Company
23. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Resolution on a special audit as
per Section 142(1) of the German Stock Corporation
Act in connection with the control of the former
Chairmen of the Board of Managing Directors
Juergen Schrempp
- --------------------------------------------------------------------------------------------------------------------------
DEAN FOODS COMPANY Agenda Number: 932691226
- --------------------------------------------------------------------------------------------------------------------------
Security: 242370104
Meeting Type: Annual
Meeting Date: 18-May-2007
Ticker: DF
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ALAN J. BERNON Mgmt For For
GREGG L. ENGLES Mgmt For For
RONALD KIRK Mgmt For For
02 APPROVAL OF A NEW EQUITY INCENTIVE PLAN. Mgmt Against Against
03 PROPOSAL TO RATIFY DELOITTE & TOUCHE LLP AS Mgmt For For
INDEPENDENT AUDITOR.
04 STOCKHOLDER PROPOSAL REGARDING SEPARATION OF Shr For Against
THE CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF
THE BOARD ROLES.
- --------------------------------------------------------------------------------------------------------------------------
DEERE & COMPANY Agenda Number: 932622928
- --------------------------------------------------------------------------------------------------------------------------
Security: 244199105
Meeting Type: Annual
Meeting Date: 28-Feb-2007
Ticker: DE
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: ROBERT W. LANE Mgmt For For
1B ELECTION OF DIRECTOR: ANTONIO MADERO B. Mgmt For For
1C ELECTION OF DIRECTOR: AULANA L. PETERS Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL 2007
- --------------------------------------------------------------------------------------------------------------------------
DEUTSCHE BANK AG, FRANKFURT AM MAIN Agenda Number: 701188573
- --------------------------------------------------------------------------------------------------------------------------
Security: D18190898
Meeting Type: AGM
Meeting Date: 24-May-2007
Ticker:
ISIN: DE0005140008
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THESE SHARES MAY BE BLOCKED Non-Voting Non-Votable
DEPENDING ON SOME SUBCUSTODIANS' PROCESSING
IN THE MARKET. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1. Presentation of the established annual financial Non-Voting Non-Votable
statements and the management report for the
2006 FY, with the report of the Supervisory
Board, presentation of the approved consolidated
financial statements with the related management
report [according to U. S. GAAP] for the 2006
FY
2. Resolution on the appropriation of the distributable Mgmt For For
profit of EUR 2,099,072,036 as follows: Payment
of a dividend of EUR 4 per entitled share,
Ex-dividend and payable date: 25 MAY 2007
3. Ratification of the acts of the Board of Managing Mgmt For For
Directors for the 2006 FY
4. Ratification of the acts of Management of the Mgmt For For
Supervisory Board for the 2006 FY
5. Appointment of the Auditors for the 2007 FY: Mgmt For For
KPMG, Frankfurt
6. Authorization to acquire own shares for trading Mgmt For For
purposes the Company shall be authorized to
acquire and sell own shares, at prices not
differing more than 10% from the market price
of the shares, on or before 31 OCT 2008, the
trading portfolio of shares to be acquired
for such purpose shall not exceed 5% of the
share capital at the end of each day
7. Authorization to acquire own shares for purposes Mgmt For For
other than trading the Company shall be authorized
to acquire own shares of up to 10% of its share
capital, at prices neither more than 15% above,
nor more than 20% below, the market price of
the shares, on or before 31 OCT 2008, the Board
of Managing Directors shall be authorized to
dispose of the shares in a manner other than
the Stock Exchange or a rights offering, insofar
as they are used for acquisition purposes,
the shares may also be sold at a price not
materially below their market price, or retired
8. Authorization to use derivatives for the acquisition Mgmt For For
of own shares In connection with Item 7, the
Company may also acquire own shares using call
or put options
9. Elections to the Supervisory Board Mgmt For For
10. Ratification of the resolution of the AGM of Mgmt For For
01 JUN 2006, in respect of the elections to
the Supervisory Board
11. Amendment to the Articles of Association in Mgmt For For
respect of the Supervisory Board remuneration
As of the 2007 FY, the fixed annual remuneration
shall be increased from EUR 30,000 to EUR 60,000,
the dividend linked remuneration shall be adjusted
to EUR 100 per EUR 0.01 of the dividend in
excess of EUR 1 per share, and the performance
linked remuneration to EUR 1 00 per EUR 0.01
of the average earnings per share over the
past 3 years, the Supervisory Board Chairman
shall receive four times the basic remuneration
[but no more than that] , and the Deputy Chairman
one and one half times such remuneration, the
remuneration for Committee Members shall be
increased to 100% of the basic remuneration
above, 200% for Committee Chairmen
12. Amendment to the Articles of Association as Mgmt For For
per Section 30b(3) of the Securities Trading
Act The company shall be authorized to transmit
information to shareholders by electronic means
13. Amendment to the Articles of Association in Mgmt For For
respect of Advisory Committees, the current,
Uniform Advisory Committee shall be divided
into regional committees
14. Creation of new authorized capital, and the Mgmt For For
corresponding amendment to the Articles of
Association, the Board of Managing Directors
shall be authorized, with the consent of the
Supervisory Board, to increase the share capital
by up to EUR 85,000,000 through the issue of
new shares against cash payment, on or before
30 APR 2012, Subscription rights shall be excluded
for residual amounts, for the granting of such
rights to holders of option or conversion rights,
and for the issue of shares at a price not
materially below their market price, entitled
to vote are those shareholders who are entered
in the Company's share register and give notice
of their intention to attend the meeting on
or before 21 MAY 2007, if you wish us to exercise
your voting right on your behalf, please send
us your instructions by 8 a.m. Frankfurt time
on 18 MAY 2007, at the latest
PLEASE NOTE THAT THIS IS A REVISION DUE TO THE Non-Voting Non-Votable
MEETING BEING REVISED AS AN ISSUER PAY MEETING.
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.
COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting Non-Votable
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.
- --------------------------------------------------------------------------------------------------------------------------
DEUTSCHE TELEKOM AG, BONN Agenda Number: 701180363
- --------------------------------------------------------------------------------------------------------------------------
Security: D2035M136
Meeting Type: AGM
Meeting Date: 03-May-2007
Ticker:
ISIN: DE0005557508
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THESE SHARES MAY BE BLOCKED Non-Voting Non-Votable
DEPENDING ON SOME SUBCUSTODIANS' PROCESSING
IN THE MARKET. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1. Presentation of the financial statements and Non-Voting Non-Votable
annual report for the 2006 FY with the report
of the Supervisory Board, the Group financial
statements and Group annual report
2. Resolution on the appropriation of distribution Mgmt For For
profit of EUR 3,160,382,630.24 as follows:
payment of a dividend of EUR 0.72 per no-par
share EUR 36,830,430.56 shall be carried forward
Ex-dividend and payable date: 04 MAY 2007
3. Ratification of the acts of the Board of Managing Mgmt For For
Directors
4. Ratification of the acts of the Supervisory Mgmt For For
Board
5. Appointment of the auditors for the 2007 FY Mgmt For For
and for the review of the condensed financial
statements and the interim management report
pursuant to Sections 37w(5), 37y No. 2 of the
German Securities Trading Act: PricewaterhouseCoopers
AG, Frankfurt and Ernst Young AG, Stuttgart
6. Renewal of the authorization to acquire own Mgmt For For
shares; the Company shall be authorized to
acquire up to 436,117,555 own shares, at a
price differing neither more than 5% from the
market price of the shares if they are acquired
through the stock exchange, nor more than 10%
if they are acquire d by way of a repurchase
offer, on or before 02 NOV 2008; the Board
of Managing Directors shall be authorized to
sell the shares on the stock exchange, to float
the shares on foreign stock exchanges, to use
the shares for acquisition purposes, to use
the shares for satisfying convertible and/or
option rights, to retire the shares, and to
offer the shares to shareholders by way of
a rights of fering
7. Resolution on the revocation of the existing Mgmt For For
contingent capitals I and III, and the corresponding
amendment to the Articles of Association; the
contingent capitals I and III s hall be revoked
in respect of their unused portions of EUR
82,733,936. 64 and EUR 2,621,237.76, respectively
8. Amendment to the Articles of Association in Mgmt For For
accordance with the new Transparency Directive
Implementation Law [TUG]; the Company shall
be authorized to transmit information to shareholders
by electronic means
9. Election of Mr. Lawrence H. Guffey to the Supervisory Mgmt For For
Board
10. Election of Mr. Ulrich Hocker to the Supervisory Mgmt For For
Board
11. Approval of the control and profit transfer Mgmt For For
agreement with the Company's wholly-owned subsidiary,
T-Mobile International AG, effective retroactively
from 01 JAN 2007 for a period of at least 5
years
12. Approval of the control and profit transfer Mgmt For For
agreement with the Company's wholly-owned subsidiary,
Plinius Telekommunikationsdienste GmbH, effective
retroactively from 01 JAN 2007 for a period
of at least 5 years
13. Approval of the control and profit transfer Mgmt For For
agreement with the Company's wholly-owned subsidiary,
Sallust Telekommunkationsdieste GmbH, effective
retroactively from 01 JAN 2007 for a period
of at least 5 years
14. Approval of the control and pro fit transfer Mgmt For For
agreement with the Company's wholly-owned subsidiary,
Tibull Telekommunikationsdienste GmbH, effective
retroactively from 01 JAN 2007 for a period
of at least 5 years
COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting Non-Votable
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.
- --------------------------------------------------------------------------------------------------------------------------
DNB NOR ASA Agenda Number: 701183852
- --------------------------------------------------------------------------------------------------------------------------
Security: R1812S105
Meeting Type: AGM
Meeting Date: 24-Apr-2007
Ticker:
ISIN: NO0010031479
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Votable
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. THANK YOU
MARKET RULES REQUIRES THE DISCLOSURE OF BENEFICIAL Non-Voting Non-Votable
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 CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER TO LODGE YOUR
VOTE.
1. Elect 10 Members and 18 Deputy Members of Committee Mgmt For For
of Representatives
2. Elect 4 Members and 2 Deputy Members of Control Mgmt For For
Committee as well as the Committee Chairman
and the Vice-Chairman
3. Approve the financial statements and the Statutory Mgmt For For
reports and the allocation of income and dividends
of NOK 3.8 billion to subsidiaries Vital Forsikring
ASA and Vital Link ASA
4. Approve the remuneration of the Auditors Mgmt For For
5. Approve the remuneration of Committee of Representatives, Mgmt For For
the Control Committee and Nominating Committee
6. Approve NOK 42.2 million reduction in share Mgmt For For
capital via cancellation of 2.8 million treasury
shares and redemption of 1.4 million shares
held by Norwegian State
7. Grant authority to repurchase of up to 10% of Mgmt For For
issued share capital
8. Approve the Remuneration Policy and other terms Mgmt For For
of employment for the Executive Management
- --------------------------------------------------------------------------------------------------------------------------
E*TRADE FINANCIAL CORPORATION Agenda Number: 932695250
- --------------------------------------------------------------------------------------------------------------------------
Security: 269246104
Meeting Type: Annual
Meeting Date: 23-May-2007
Ticker: ETFC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RONALD D. FISHER Mgmt For For
GEORGE A. HAYTER Mgmt For For
R. JARRETT LILIEN Mgmt For For
DONNA L. WEAVER Mgmt For For
02 TO RATIFY THE SELECTION OF DELOITTE & TOUCHE Mgmt For For
LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE
COMPANY FOR FISCAL YEAR 2007.
- --------------------------------------------------------------------------------------------------------------------------
E. I. DU PONT DE NEMOURS AND COMPANY Agenda Number: 932650903
- --------------------------------------------------------------------------------------------------------------------------
Security: 263534109
Meeting Type: Annual
Meeting Date: 25-Apr-2007
Ticker: DD
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RICHARD H. BROWN Mgmt For For
ROBERT A. BROWN Mgmt For For
BERTRAND P. COLLOMB Mgmt For For
CURTIS J. CRAWFORD Mgmt For For
JOHN T. DILLON Mgmt For For
ELEUTHERE I. DU PONT Mgmt For For
CHARLES O. HOLLIDAY, JR Mgmt For For
LOIS D. JULIBER Mgmt For For
MASAHISA NAITOH Mgmt For For
SEAN O'KEEFE Mgmt For For
WILLIAM K. REILLY Mgmt For For
02 ON RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM
03 ON DUPONT EQUITY AND INCENTIVE PLAN Mgmt For For
04 ON GENETICALLY MODIFIED FOOD Shr Against For
05 ON PLANT CLOSURE Shr Against For
06 ON REPORT ON PFOA Shr Against For
07 ON COSTS Shr Against For
08 ON GLOBAL WARMING Shr Against For
09 ON CHEMICAL FACILITY SECURITY Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
EBAY INC. Agenda Number: 932713844
- --------------------------------------------------------------------------------------------------------------------------
Security: 278642103
Meeting Type: Annual
Meeting Date: 14-Jun-2007
Ticker: EBAY
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
PHILIPPE BOURGUIGNON Mgmt For For
THOMAS J. TIERNEY Mgmt For For
MARGARET C. WHITMAN Mgmt For For
02 APPROVAL OF AN AMENDMENT TO OUR 1999 GLOBAL Mgmt For For
EQUITY INCENTIVE PLAN TO FURTHER SATISFY THE
REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL
REVENUE CODE.
03 APPROVAL OF AN AMENDMENT TO OUR 1998 EMPLOYEE Mgmt For For
STOCK PURCHASE PLAN TO EXTEND THE TERM OF THE
PURCHASE PLAN.
04 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS OUR INDEPENDENT AUDITORS FOR OUR FISCAL
YEAR ENDING DECEMBER 31, 2007.
- --------------------------------------------------------------------------------------------------------------------------
ELI LILLY AND COMPANY Agenda Number: 932636369
- --------------------------------------------------------------------------------------------------------------------------
Security: 532457108
Meeting Type: Annual
Meeting Date: 16-Apr-2007
Ticker: LLY
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
W. BISCHOFF Mgmt Non-Votable
J.M. COOK Mgmt Non-Votable
F.G. PRENDERGAST Mgmt Non-Votable
K.P. SEIFERT Mgmt Non-Votable
02 RATIFICATION OF THE APPOINTMENT BY THE AUDIT Mgmt Non-Votable
COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST
& YOUNG LLP AS PRINCIPAL INDEPENDENT AUDITORS
FOR 2007.
03 APPROVE AMENDMENTS TO THE ARTICLES OF INCORPORATION Mgmt Non-Votable
TO PROVIDE FOR ANNUAL ELECTION OF DIRECTORS.
04 REAPPROVE PERFORMANCE GOALS FOR THE COMPANYS Mgmt Non-Votable
STOCK PLANS.
05 PROPOSAL BY SHAREHOLDERS ON EXTENDING THE COMPANYS Shr Non-Votable
ANIMAL CARE AND USE POLICY TO CONTRACT LABS.
06 PROPOSAL BY SHAREHOLDERS ON INTERNATIONAL OUTSOURCING Shr Non-Votable
OF ANIMAL RESEARCH.
07 PROPOSAL BY SHAREHOLDERS ON SEPARATING THE ROLES Shr Non-Votable
OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER.
08 PROPOSAL BY SHAREHOLDERS ON AMENDING THE ARTICLES Shr Non-Votable
OF INCORPORATION TO ALLOW SHAREHOLDERS TO AMEND
THE BYLAWS.
09 PROPOSAL BY SHAREHOLDERS ON ADOPTING A SIMPLE Shr Non-Votable
MAJORITY VOTE STANDARD.
- --------------------------------------------------------------------------------------------------------------------------
EMC CORPORATION Agenda Number: 932661730
- --------------------------------------------------------------------------------------------------------------------------
Security: 268648102
Meeting Type: Annual
Meeting Date: 03-May-2007
Ticker: EMC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MICHAEL W. BROWN Mgmt Non-Votable
JOHN R. EGAN Mgmt Non-Votable
DAVID N. STROHM Mgmt Non-Votable
02 TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE Mgmt Non-Votable
OF THE BOARD OF DIRECTORS OF PRICEWATERHOUSECOOPERS
LLP AS EMC S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2007.
03 TO APPROVE AN AMENDED AND RESTATED EMC CORPORATION Mgmt Non-Votable
2003 STOCK PLAN TO INCREASE BY 100,000,000.
04 TO APPROVE AN AMENDMENT TO EMC S 1989 EMPLOYEE Mgmt Non-Votable
STOCK PURCHASE PLAN TO INCREASE BY 25,000,000.
05 TO ELIMINATE EMC S CLASSIFIED BOARD STRUCTURE Mgmt Non-Votable
AND PROVIDE FOR THE ANNUAL ELECTION OF EACH
DIRECTOR.
06 TO ACT UPON A SHAREHOLDER PROPOSAL RELATING Shr Non-Votable
TO EMC S AUDIT COMMITTEE, AS DESCRIBED IN EMC
S PROXY STATEMENT.
07 TO ACT UPON A SHAREHOLDER PROPOSAL RELATING Shr Non-Votable
TO ELECTION OF DIRECTORS BY MAJORITY VOTE,
AS DESCRIBED IN EMC S PROXY STATEMENT.
08 TO ACT UPON A SHAREHOLDER PROPOSAL RELATING Shr Non-Votable
TO SIMPLE MAJORITY VOTE, AS DESCRIBED IN EMC
S PROXY STATEMENT.
09 TO ACT UPON A SHAREHOLDER PROPOSAL RELATING Shr Non-Votable
TO PAY-FOR-SUPERIOR PERFORMANCE, AS DESCRIBED
IN EMC S PROXY STATEMENT.
- --------------------------------------------------------------------------------------------------------------------------
EXELON CORPORATION Agenda Number: 932660562
- --------------------------------------------------------------------------------------------------------------------------
Security: 30161N101
Meeting Type: Annual
Meeting Date: 08-May-2007
Ticker: EXC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: MR. N. DEBENEDICTIS Mgmt Non-Votable
1B ELECTION OF DIRECTOR: MS. SUE L. GIN Mgmt Non-Votable
1C ELECTION OF DIRECTOR: MR. W.C. RICHARDSON PHD Mgmt Non-Votable
1D ELECTION OF DIRECTOR: MR. THOMAS J. RIDGE Mgmt Non-Votable
1E ELECTION OF DIRECTOR: MR. DON THOMPSON Mgmt Non-Votable
1F ELECTION OF DIRECTOR: MR. STEPHEN D. STEINOUR Mgmt Non-Votable
02 RATIFICATION OF INDEPENDENT ACCOUNTANT Mgmt Non-Votable
03 AMENDMENT TO ARTICLES OF INCORPORATION TO ALLOW Mgmt Non-Votable
FOR THE ANNUAL ELECTION OF ALL DIRECTORS BEGINNING
IN 2008
04 SHAREHOLDER PROPOSAL TO REQUIRE SHAREHOLDER Shr Non-Votable
APPROVAL OF FUTURE EXECUTIVE SEVERANCE BENEFITS
- --------------------------------------------------------------------------------------------------------------------------
EXXON MOBIL CORPORATION Agenda Number: 932676844
- --------------------------------------------------------------------------------------------------------------------------
Security: 30231G102
Meeting Type: Annual
Meeting Date: 30-May-2007
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
M.C. NELSON Mgmt For For
S.J. PALMISANO Mgmt For For
S.S. REINEMUND Mgmt For For
W.V. SHIPLEY Mgmt For For
J.S. SIMON Mgmt For For
R.W. TILLERSON Mgmt For For
02 RATIFICATION OF INDEPENDENT AUDITORS (PAGE 44) Mgmt For For
03 CUMULATIVE VOTING (PAGE 45) Shr Against For
04 SPECIAL SHAREHOLDER MEETINGS (PAGE 47) Shr For Against
05 BOARD CHAIRMAN AND CEO (PAGE 47) Shr Against For
06 DIVIDEND STRATEGY (PAGE 48) Shr Against For
07 SHAREHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION Shr Against For
(PAGE 50)
08 CEO COMPENSATION DECISIONS (PAGE 51) Shr Against For
09 EXECUTIVE COMPENSATION REPORT (PAGE 52) Shr Against For
10 EXECUTIVE COMPENSATION LIMIT (PAGE 53) Shr Against For
11 INCENTIVE PAY RECOUPMENT (PAGE 54) Shr Against For
12 POLITICAL CONTRIBUTIONS REPORT (PAGE 55) Shr Against For
13 AMENDMENT OF EEO POLICY (PAGE 57) Shr Against For
14 COMMUNITY ENVIRONMENTAL IMPACT (PAGE 58) Shr Against For
15 GREENHOUSE GAS EMISSIONS GOALS (PAGE 60) Shr Against For
16 CO2 INFORMATION AT THE PUMP (PAGE 61) Shr Against For
17 RENEWABLE ENERGY INVESTMENT LEVELS (PAGE 62) Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
FEDERATED DEPARTMENT STORES, INC. Agenda Number: 932683231
- --------------------------------------------------------------------------------------------------------------------------
Security: 31410H101
Meeting Type: Annual
Meeting Date: 18-May-2007
Ticker: FD
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
SARA LEVINSON Mgmt For For
JOSEPH NEUBAUER Mgmt For For
JOSEPH PICHLER Mgmt For For
JOYCE M. ROCHE Mgmt For For
KARL VON DER HEYDEN Mgmt For For
CRAIG E. WEATHERUP Mgmt For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS FEDERATED Mgmt For For
S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 2,
2008.
03 TO APPROVE AN AMENDMENT TO FEDERATED S CERTIFICATE Mgmt For For
OF INCORPORATION TO CHANGE THE CORPORATE NAME.
04 TO APPROVE FEDERATED S 1992 INCENTIVE BONUS Mgmt Against Against
PLAN, AS AMENDED.
05 TO APPROVE THE ISSUANCE OF COMMON STOCK UNDER Mgmt Against Against
THE DIRECTOR DEFERRED COMPENSATION PLAN.
- --------------------------------------------------------------------------------------------------------------------------
FORTUM CORPORATION, ESPOO Agenda Number: 701148024
- --------------------------------------------------------------------------------------------------------------------------
Security: X2978Z118
Meeting Type: AGM
Meeting Date: 28-Mar-2007
Ticker:
ISIN: FI0009007132
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Votable
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 Non-Votable
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.
1.1 Approve to adopt the accounts Mgmt For For
1.2 Approve the actions on profit or loss to pay Mgmt For For
a dividend of EUR 1.26 per share
1.3 Grant discharge from liability Mgmt For For
1.4 Approve the remuneration of the Board Members Mgmt For For
1.5 Approve the remuneration of the Auditors Mgmt Against Against
1.6 Approve the number of the Board Members Mgmt For For
1.7 Elect the Board Mgmt For For
1.8 Elect the Auditors Mgmt For For
1.9 Approve the remuneration of Supervisory Board Mgmt For For
1.10 Approve the number of Supervisory Board Members Mgmt For For
1.11 Elect the Supervisory Board Mgmt For For
2. Amend or delete Paragraphs 3, 4, 9, 11, 18 and Mgmt For For
19-32 of Articles of Association
3. Authorize the Board to decide to repurchase Mgmt For For
Company s own shares
4. Approve the proposal by the state of Finland Mgmt Against Against
to appoint a Nomination Committee
5. PLEASE NOTE THAT THIS IS A SHAREHOLDERS PROPOSAL: Shr Against For
Approve to abolish Supervisory Board
- --------------------------------------------------------------------------------------------------------------------------
GENERAL DYNAMICS CORPORATION Agenda Number: 932654040
- --------------------------------------------------------------------------------------------------------------------------
Security: 369550108
Meeting Type: Annual
Meeting Date: 02-May-2007
Ticker: GD
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: N.D. CHABRAJA Mgmt Non-Votable
1B ELECTION OF DIRECTOR: J.S. CROWN Mgmt Non-Votable
1C ELECTION OF DIRECTOR: W.P. FRICKS Mgmt Non-Votable
1D ELECTION OF DIRECTOR: C.H. GOODMAN Mgmt Non-Votable
1E ELECTION OF DIRECTOR: J.L. JOHNSON Mgmt Non-Votable
1F ELECTION OF DIRECTOR: G.A. JOULWAN Mgmt Non-Votable
1G ELECTION OF DIRECTOR: P.G. KAMINSKI Mgmt Non-Votable
1H ELECTION OF DIRECTOR: J.M. KEANE Mgmt Non-Votable
1I ELECTION OF DIRECTOR: D.J. LUCAS Mgmt Non-Votable
1J ELECTION OF DIRECTOR: L.L. LYLES Mgmt Non-Votable
1K ELECTION OF DIRECTOR: C.E. MUNDY, JR. Mgmt Non-Votable
1L ELECTION OF DIRECTOR: R. WALMSLEY Mgmt Non-Votable
02 SELECTION OF INDEPENDENT AUDITORS Mgmt Non-Votable
03 SHAREHOLDER PROPOSAL WITH REGARD TO PAY-FOR-SUPERIOR Shr Non-Votable
-PERFORMANCESTANDARD
04 SHAREHOLDER PROPOSAL WITH REGARD TO PERFORMANCE Shr Non-Votable
BASED STOCK OPTIONS
- --------------------------------------------------------------------------------------------------------------------------
GENERAL ELECTRIC COMPANY Agenda Number: 932635862
- --------------------------------------------------------------------------------------------------------------------------
Security: 369604103
Meeting Type: Annual
Meeting Date: 25-Apr-2007
Ticker: GE
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A DIRECTOR
JAMES I. CASH, JR. Mgmt For For
SIR WILLIAM M. CASTELL Mgmt For For
ANN M. FUDGE Mgmt For For
CLAUDIO X. GONZALEZ Mgmt For For
SUSAN HOCKFIELD Mgmt For For
JEFFREY R. IMMELT Mgmt For For
ANDREA JUNG Mgmt For For
ALAN G.(A.G.) LAFLEY Mgmt For For
ROBERT W. LANE 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 KPMG Mgmt For For
C ADOPTION OF MAJORITY VOTING FOR DIRECTORS Mgmt For For
D APPROVAL OF 2007 LONG TERM INCENTIVE PLAN Mgmt For For
E APPROVAL OF MATERIAL TERMS OF SENIOR OFFICER Mgmt For For
PERFORMANCE GOALS
01 CUMULATIVE VOTING Shr Against For
02 CURB OVER-EXTENDED DIRECTORS Shr Against For
03 ONE DIRECTOR FROM THE RANKS OF RETIREES Shr Against For
04 INDEPENDENT BOARD CHAIRMAN Shr Against For
05 ELIMINATE DIVIDEND EQUIVALENTS Shr Against For
06 REPORT ON CHARITABLE CONTRIBUTIONS Shr Against For
07 GLOBAL WARMING REPORT Shr Against For
08 ETHICAL CRITERIA FOR MILITARY CONTRACTS Shr Against For
09 REPORT ON PAY DIFFERENTIAL Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
GENWORTH FINANCIAL, INC. Agenda Number: 932662085
- --------------------------------------------------------------------------------------------------------------------------
Security: 37247D106
Meeting Type: Annual
Meeting Date: 15-May-2007
Ticker: GNW
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
FRANK J. BORELLI Mgmt For For
MICHAEL D. FRAIZER Mgmt For For
NANCY J. KARCH Mgmt For For
J. ROBERT "BOB" KERREY Mgmt For For
SAIYID T. NAQVI Mgmt For For
JAMES A. PARKE Mgmt For For
JAMES S. RIEPE Mgmt For For
BARRETT A. TOAN Mgmt For For
THOMAS B. WHEELER Mgmt For For
02 RATIFICATION OF THE SELECTION OF KPMG LLP AS Mgmt For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2007.
- --------------------------------------------------------------------------------------------------------------------------
GESTEVISION TELECINCO S.A. Agenda Number: 701161616
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Security: E56793107
Meeting Type: OGM
Meeting Date: 11-Apr-2007
Ticker:
ISIN: ES0152503035
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Votable
REACH QUORUM, THERE WILL BE A SECOND CALL ON
12 APR 2007. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE
AGENDA IS AMENDED. THANK YOU.
1. Approve the annual accounts, balance sheet, Mgmt For For
profit and loss account and notes to the accounts,
the management report of the both Geste vision
Telecinco, Sociedad Anonima and its consolidated
Group, as well as the Company Management and
all the foregoing with reference to the YE
31 DEC 2006
2. Approve the application of 2006 profits Mgmt For For
3. Approve the Management of the Board Directors Mgmt For For
during the YE 2006
4. Approve the yearly remuneration limit to the Mgmt For For
Directors
5. Approve to distribute the Company shares to Mgmt For For
the Executive Directors and the Management
team of the Company, as part of their remuneration
6. Approve the remuneration system for Executive Mgmt For For
Directors and Executives of the Company and
the Group Companies
7. Authorize the Directors, the Derivative acquisitive Mgmt For For
of own shares by the Company, either directly
or via subsidiary Companies, under the provisions
of Section 75 and other relevant Sections of
the Spanish Limited Companies Act, Ley De Sociedades
Anonimas, rendering void previous resolutions
concerning this point and including power to
allocate the brought back shares to remuneration
programs
8. Appoint the Auditors for Gestevision Telecinco Mgmt For For
Company, Sociedad Anonima and its consolidated
Group
9. Amend Articles 19, 23, 26, 32, 37, 52, 54, 55, Mgmt For For
56 and 58 of the Articles of Association
10. Amend Articles 5, 7 and 26 of the general meeting Mgmt For For
regulations
11. Grant authority to execution, construction, Mgmt For For
rectification and implementation of the resolutions
adopted, to deputy the powers granted to the
Board of Directors by the meeting
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GILEAD SCIENCES, INC. Agenda Number: 932658098
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Security: 375558103
Meeting Type: Annual
Meeting Date: 09-May-2007
Ticker: GILD
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
PAUL BERG Mgmt Non-Votable
JOHN F. COGAN Mgmt Non-Votable
ETIENNE F. DAVIGNON Mgmt Non-Votable
JAMES M. DENNY Mgmt Non-Votable
CARLA A. HILLS Mgmt Non-Votable
JOHN W. MADIGAN Mgmt Non-Votable
JOHN C. MARTIN Mgmt Non-Votable
GORDON E. MOORE Mgmt Non-Votable
NICHOLAS G. MOORE Mgmt Non-Votable
GAYLE E. WILSON Mgmt Non-Votable
02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Mgmt Non-Votable
BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF GILEAD FOR THE FISCAL YEAR ENDING DECEMBER
31, 2007.
03 TO APPROVE THE PROPOSED AMENDMENT TO GILEAD Mgmt Non-Votable
S 2004 EQUITY INCENTIVE PLAN.
04 TO APPROVE THE PROPOSED AMENDMENT TO GILEAD Mgmt Non-Votable
S EMPLOYEE STOCK PURCHASE PLAN.
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GOOGLE INC. Agenda Number: 932673886
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Security: 38259P508
Meeting Type: Annual
Meeting Date: 10-May-2007
Ticker: GOOG
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ERIC SCHMIDT Mgmt For For
SERGEY BRIN Mgmt For For
LARRY PAGE Mgmt For For
L. JOHN DOERR Mgmt For For
JOHN L. HENNESSY Mgmt For For
ARTHUR D. LEVINSON Mgmt For For
ANN MATHER Mgmt For For
PAUL S. OTELLINI Mgmt For For
K. RAM SHRIRAM Mgmt For For
SHIRLEY M. TILGHMAN Mgmt For For
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM OF GOOGLE INC. FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2007.
03 APPROVAL OF AN AMENDMENT TO GOOGLE S 2004 STOCK Mgmt Against Against
PLAN TO INCREASE THE NUMBER OF AUTHORIZED SHARES
OF CLASS A COMMON STOCK ISSUABLE THEREUNDER
BY 4,500,000.
04 APPROVAL OF GOOGLE S EXECUTIVE BONUS PLAN. Mgmt Against Against
05 STOCKHOLDER PROPOSAL TO REQUEST THAT MANAGEMENT Shr Against For
INSTITUTE POLICIES TO HELP PROTECT FREEDOM
OF ACCESS TO THE INTERNET.
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HALLIBURTON COMPANY Agenda Number: 932669205
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Security: 406216101
Meeting Type: Annual
Meeting Date: 16-May-2007
Ticker: HAL
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: K.M. BADER Mgmt For For
1B ELECTION OF DIRECTOR: A.M. BENNETT Mgmt For For
1C ELECTION OF DIRECTOR: J.R. BOYD Mgmt For For
1D ELECTION OF DIRECTOR: M. CARROLL Mgmt For For
1E ELECTION OF DIRECTOR: R.L. CRANDALL Mgmt For For
1F ELECTION OF DIRECTOR: K.T DERR Mgmt For For
1G ELECTION OF DIRECTOR: S.M. GILLIS Mgmt For For
1H ELECTION OF DIRECTOR: W.R. HOWELL Mgmt For For
1I ELECTION OF DIRECTOR: D.J. LESAR Mgmt For For
1J ELECTION OF DIRECTOR: J.L. MARTIN Mgmt For For
1K ELECTION OF DIRECTOR: J.A. PRECOURT Mgmt For For
1L ELECTION OF DIRECTOR: D.L. REED Mgmt For For
02 PROPOSAL FOR RATIFICATION OF THE SELECTION OF Mgmt For For
AUDITORS.
03 PROPOSAL ON HUMAN RIGHTS REVIEW. Shr Against For
04 PROPOSAL ON POLITICAL CONTRIBUTIONS. Shr Against For
05 PROPOSAL ON STOCKHOLDER RIGHTS PLAN. Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
HEALTH MANAGEMENT ASSOCIATES, INC. Agenda Number: 932685033
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Security: 421933102
Meeting Type: Annual
Meeting Date: 15-May-2007
Ticker: HMA
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM J. SCHOEN Mgmt For For
JOSEPH V. VUMBACCO Mgmt For For
KENT P. DAUTEN Mgmt For For
DONALD E. KIERNAN Mgmt For For
ROBERT A. KNOX Mgmt For For
WILLIAM E. MAYBERRY, MD Mgmt For For
VICKI A. O'MEARA Mgmt For For
WILLIAM C. STEERE, JR. Mgmt For For
R.W. WESTERFIELD, PH.D. Mgmt For For
02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Mgmt For For
AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER
31, 2007.
- --------------------------------------------------------------------------------------------------------------------------
HEWLETT-PACKARD COMPANY Agenda Number: 932626394
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Security: 428236103
Meeting Type: Annual
Meeting Date: 14-Mar-2007
Ticker: HPQ
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: L.T. BABBIO, JR. Mgmt Non-Votable
1B ELECTION OF DIRECTOR: S.M. BALDAUF Mgmt Non-Votable
1C ELECTION OF DIRECTOR: R.A. HACKBORN Mgmt Non-Votable
1D ELECTION OF DIRECTOR: J.H. HAMMERGREN Mgmt Non-Votable
1E ELECTION OF DIRECTOR: M.V. HURD Mgmt Non-Votable
1F ELECTION OF DIRECTOR: R.L. RYAN Mgmt Non-Votable
1G ELECTION OF DIRECTOR: L.S. SALHANY Mgmt Non-Votable
1H ELECTION OF DIRECTOR: G.K. THOMPSON Mgmt Non-Votable
02 TO RATIFY THE APPOINTMENT OF THE INDEPENDENT Mgmt Non-Votable
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING OCTOBER 31, 2007
03 STOCKHOLDER PROPOSAL RELATING TO STOCKHOLDER Shr Non-Votable
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
OF HEWLETT-PACKARD COMPANY
04 STOCKHOLDER PROPOSAL ENTITLED SEPARATE THE Shr Non-Votable
ROLES OF CEO AND CHAIRMAN
05 STOCKHOLDER PROPOSAL ENTITLED SUBJECT ANY FUTURE Shr Non-Votable
POISON PILL TO SHAREHOLDER VOTE
06 STOCKHOLDER PROPOSAL ENTITLED LINK PAY TO PERFORMANCE Shr Non-Votable
- --------------------------------------------------------------------------------------------------------------------------
IMPERIAL TOBACCO GROUP PLC Agenda Number: 701118792
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Security: G4721W102
Meeting Type: AGM
Meeting Date: 30-Jan-2007
Ticker:
ISIN: GB0004544929
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the financial statements and the statutory Mgmt For For
reports
2. Approve the Directors remuneration report Mgmt For For
3. Declare a final dividend of 43.5 pence per ordinary Mgmt For For
share
4. Re-elect Mr. Anthony G.L. Alexander as a Director Mgmt For For
5. Elect Dr. Ken M. Burnett as a Director Mgmt For For
6. Re-elect Mr. David Cresswell as a Director Mgmt For For
7. Elect Mr. Charles F. Knott as a Director Mgmt For For
8. Re-elect Mr. Iain J.G. Napier as a Director Mgmt For For
9. Re-elect Dr. Frank A. Rogerson as a Director Mgmt For For
10. Re-appoint PricewaterhouseCoopers LLP as the Mgmt For For
Auditors of the Company
11. Authorize the Board to fix the remuneration Mgmt For For
of the Auditors
12. Authorize the Company to make EU Political Organization Mgmt For For
donations up to GBP 25,000 and incur EU Political
expenditure up to GBP 25,000
13. Authorize Imperial Tobacco Limited to make EU Mgmt For For
Political Organization donations up to GBP
25,000 and incur EU Political expenditure up
to GBP 25,000
14. Authorize Imperial Tobacco International Limited Mgmt For For
to make EU Political Organization donations
up to GBP 25,000 and incur EU Political expenditure
up to GBP 25,000
15. Authorize Van Nelle Tabak Nederland B.V. to Mgmt For For
make EU Political Organization donations up
to GBP 25,000 and incur EU Political expenditure
up to GBP 25,000
16. Authorize Imperial Tobacco Polska S.A. to make Mgmt For For
EU Political Organization donations up to GBP
25,000 and incur EU Political expenditure up
to GBP 25,000
17. Authorize Reemtsma Cigarettenfabriken GmbH to Mgmt For For
make EU Political Organization donations up
to GBP 25,000 and incur EU Political expenditure
up to GBP 25,000
18. Authorize Ets L. Lacroix Fils NV/SA to make Mgmt For For
EU Political Organization donations up to GBP
25,000 and incur EU Political expenditure up
to GBP 25,000
19. Grant authority to issue equity or equity-linked Mgmt For For
securities with pre-emptive rights up to an
aggregate nominal amount of GBP 24,300,000
S.20 Grant authority, subject to the passing of Resolution Mgmt For For
19, to issue equity or equity-linked securities
without pre-emptive rights up to an aggregate
nominal amount of GBP 3,645,000
S.21 Grant authority for the market purchase of 72,900,000 Mgmt For For
ordinary shares
- --------------------------------------------------------------------------------------------------------------------------
INTEL CORPORATION Agenda Number: 932667009
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Security: 458140100
Meeting Type: Annual
Meeting Date: 16-May-2007
Ticker: INTC
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: CRAIG R. BARRETT Mgmt For For
1B ELECTION OF DIRECTOR: CHARLENE BARSHEFSKY Mgmt For For
1C ELECTION OF DIRECTOR: SUSAN L. DECKER Mgmt For For
1D ELECTION OF DIRECTOR: D. JAMES GUZY Mgmt For For
1E ELECTION OF DIRECTOR: REED E. HUNDT Mgmt For For
1F ELECTION OF DIRECTOR: PAUL S. OTELLINI Mgmt For For
1G ELECTION OF DIRECTOR: JAMES D. PLUMMER Mgmt For For
1H ELECTION OF DIRECTOR: DAVID S. POTTRUCK Mgmt For For
1I ELECTION OF DIRECTOR: JANE E. SHAW Mgmt For For
1J ELECTION OF DIRECTOR: JOHN L. THORNTON Mgmt For For
1K ELECTION OF DIRECTOR: DAVID B. YOFFIE Mgmt For For
02 RATIFICATION OF SELECTION OF ERNST & YOUNG LLP Mgmt For For
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
03 AMENDMENT AND EXTENSION OF THE 2006 EQUITY INCENTIVE Mgmt Against Against
PLAN
04 APPROVAL OF THE 2007 EXECUTIVE OFFICER INCENTIVE Mgmt Against Against
PLAN
05 STOCKHOLDER PROPOSAL REQUESTING LIMITATION ON Shr Against For
EXECUTIVE COMPENSATION
- --------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL BUSINESS MACHINES CORP Agenda Number: 932642944
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Security: 459200101
Meeting Type: Annual
Meeting Date: 24-Apr-2007
Ticker: IBM
ISIN:
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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
S.A. JACKSON Mgmt For For
M. MAKIHARA Mgmt For For
L.A. NOTO Mgmt For For
J.W. OWENS Mgmt For For
S.J. PALMISANO Mgmt For For
J.E. SPERO Mgmt For For
S. TAUREL Mgmt For For
L.H. ZAMBRANO Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM
03 AMENDMENT TO CERTIFICATE TO ELIMINATE STATUTORY Mgmt For For
SUPERMAJORITY VOTING: MERGER OR CONSOLIDATION
04 AMENDMENT TO CERTIFICATE TO ELIMINATE STATUTORY Mgmt For For
SUPERMAJORITY VOTING: DISPOSITION OF ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION
OUTSIDE THE ORDINARY COURSE OF BUSINESS
05 AMENDMENT TO CERTIFICATE TO ELIMINATE STATUTORY Mgmt For For
SUPERMAJORITY VOTING: PLAN FOR THE EXCHANGE
OF SHARES OF THE CORPORATION
06 AMENDMENT TO CERTIFICATE TO ELIMINATE STATUTORY Mgmt For For
SUPERMAJORITY VOTING: AUTHORIZATION OF DISSOLUTION
OF THE CORPORATION
07 STOCKHOLDER PROPOSAL ON: CUMULATIVE VOTING Shr Against For
08 STOCKHOLDER PROPOSAL ON: PENSION AND RETIREMENT Shr Against For
MEDICAL
09 STOCKHOLDER PROPOSAL ON: EXECUTIVE COMPENSATION Shr Against For
10 STOCKHOLDER PROPOSAL ON: OFFSHORING Shr Against For
11 STOCKHOLDER PROPOSAL ON: MAJORITY VOTING FOR Shr Against For
DIRECTORS
- --------------------------------------------------------------------------------------------------------------------------
JPMORGAN CHASE & CO. Agenda Number: 932660120
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Security: 46625H100
Meeting Type: Annual
Meeting Date: 15-May-2007
Ticker: JPM
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CRANDALL C. BOWLES Mgmt For For
STEPHEN B. BURKE Mgmt For For
JAMES S. CROWN Mgmt For For
JAMES DIMON Mgmt For For
ELLEN V. FUTTER Mgmt For For
WILLIAM H. GRAY, III Mgmt For For
LABAN P. JACKSON, JR. Mgmt For For
ROBERT I. LIPP Mgmt For For
DAVID C. NOVAK Mgmt For For
LEE R. RAYMOND Mgmt For For
WILLIAM C. WELDON Mgmt For For
02 APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM
03 STOCK OPTIONS Shr Against For
04 PERFORMANCE-BASED RESTRICTED STOCK Shr Against For
05 EXECUTIVE COMPENSATION APPROVAL Shr Against For
06 SEPARATE CHAIRMAN Shr Against For
07 CUMULATIVE VOTING Shr Against For
08 MAJORITY VOTING FOR DIRECTORS Shr Against For
09 POLITICAL CONTRIBUTIONS REPORT Shr Against For
10 SLAVERY APOLOGY REPORT Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
LOWE'S COMPANIES, INC. Agenda Number: 932687152
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Security: 548661107
Meeting Type: Annual
Meeting Date: 25-May-2007
Ticker: LOW
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DAVID W. BERNAUER Mgmt For For
LEONARD L. BERRY Mgmt For For
DAWN E. HUDSON Mgmt For For
ROBERT A. NIBLOCK Mgmt For For
02 TO APPROVE AN AMENDMENT TO THE LOWE S COMPANIES Mgmt For For
EMPLOYEE STOCK PURCHASE PLAN - STOCK OPTIONS
FOR EVERYONE - TO INCREASE THE NUMBER OF SHARES
AUTHORIZED FOR ISSUANCE UNDER THE PLAN.
03 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS.
04 SHAREHOLDER PROPOSAL ESTABLISHING MINIMUM SHARE Shr Against For
OWNERSHIP REQUIREMENTS FOR DIRECTOR NOMINEES.
05 SHAREHOLDER PROPOSAL REQUESTING ANNUAL REPORT Shr Against For
ON WOOD PROCUREMENT.
06 SHAREHOLDER PROPOSAL REGARDING ANNUAL ELECTION Shr For Against
OF EACH DIRECTOR.
07 SHAREHOLDER PROPOSAL REGARDING EXECUTIVE SEVERANCE Shr For Against
AGREEMENTS.
08 SHAREHOLDER PROPOSAL REGARDING EXECUTIVE COMPENSATION Shr For Against
PLAN.
- --------------------------------------------------------------------------------------------------------------------------
LVMH MOET HENNESSY LOUIS VUITTON, PARIS Agenda Number: 701225066
- --------------------------------------------------------------------------------------------------------------------------
Security: F58485115
Meeting Type: MIX
Meeting Date: 10-May-2007
Ticker:
ISIN: FR0000121014
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
French Resident Shareowners must complete, sign Non-Voting Non-Votable
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: Voting instructions will be forwarded
to the Global Custodians that have become Registered
Intermediaries, on the 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 your
representative.
PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting Non-Votable
YOU.
O.1 Receive the Board of the Directors and Statutory Mgmt For For
Auditors reports, approve the consolidated
financial statements for the FYE on 31 DEC
2006
O.2 Approve the financial statements for the FYE Mgmt For For
on 31 DEC 2006, grant final discharge to the
Board of Directors
O.3 Receive the Statutory Auditors special report, Mgmt For For
approve the agreements notified in the report,
covered by the Article L. 225-38 of the Commercial
Law
O.4 Approve the appropriation of the income, setting Mgmt For For
of the final dividend, to be paid 15 MAY 2007
O.5 Approve to renew Mr. Bernard Arnault s mandate Mgmt For For
as a Director, the current one coming to expire
O.6 Approve to renew Mrs. Delphine Arnault-Gancia Mgmt Against Against
s mandate as a Director, the current one coming
to expire
O.7 Approve to renew Mr. Jean Arnault s mandate Mgmt Against Against
as a Director, the current one coming to expire
O.8 Approve to renew Mr. M. Nicholas Clive-Worms Mgmt Against Against
mandate as a Director, the current one coming
to expire
O.9 Approve to renew Mr. M. Patrick Houel s mandate Mgmt Against Against
as a Director, the current one coming to expire
O.10 Approve to renew Mr. M. Felix G. Rohatyn s mandate Mgmt For For
as a Director, the current one coming to expire
O.11 Approve to renew Mr. M. Hubert Vedrine s mandate Mgmt For For
as a Director, the current one coming to expire
O.12 Approve to renew Mr. M. Kilian Hennessy s mandate Mgmt For For
as a Director, the current one coming to expire
O.13 Authorize the Board of Directors to purchase Mgmt For For
Company shares within the limit of 10% of the
capital
E.14 Authorize the Board of Directors to decrease Mgmt For For
the capital, in 1 or several times, by cancellation
of purchased shares within the limit of 10%
of the capital
E.15 Authorize the Board of Directors to increase Mgmt For For
the capital, in 1 or several times and at any
moment, either by issuance of ordinary shares
or investment securities, giving access to
the capital or right to a debt security, or
by a debt compensation, or by incorporation
of earnings, premiums and reserves, with the
maintainance of the shareholders preferential
rights of subscription, setting of a maximum
nominal amount of the capital
E.16 Authorize the Board of Directors to decrease Mgmt For For
the capital, in 1 or several times, and at
any time, by issuance of ordinary shares or
investment securities, giving access to the
capital or right to a debt security, with cancellation
of shareholders preferential right of subscription,
setting of a maximum nominal amount of the
capital
E.17 Authorize the Board of Directions to decrease Mgmt Against Against
the capital, in 1 or several times, by issuance
of ordinary shares or investment securities,
giving access to the capital or right to a
debt security in order to remunerate contributions
in kind, within the limit of 10% of the capital
E.18 Authorize the Board of Directors to decrease Mgmt Against Against
the capital, in 1 or several times, and at
any time, by issuance of ordinary shares or
investment securities, giving access to the
capital or right to a debt security, reserved
for Credit Institutions or Company supervised
by Insurance Law, with cancellation of shareholders
preferential right of subscription, setting
of a maximum nominal amount of the capital
E.19 Approve to increase the number of shares to Mgmt Against Against
be issued in case of excess requests
E.20 Authorize the Board of Directors for 1 or several Mgmt For For
capital increase(s) in cash reserved for the
Company Staff Employees and related Companies,
Members of a Corporate Saving Plan, within
the limit of 3% of the capital
E.21 Amend the Article 23 Ident 1 of By-laws about Mgmt For For
general meetings to comply with the laws
- --------------------------------------------------------------------------------------------------------------------------
MARRIOTT INTERNATIONAL, INC. Agenda Number: 932646500
- --------------------------------------------------------------------------------------------------------------------------
Security: 571903202
Meeting Type: Annual
Meeting Date: 27-Apr-2007
Ticker: MAR
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: J.W. MARRIOTT, JR. Mgmt For For
1B ELECTION OF DIRECTOR: JOHN W. MARRIOTT III Mgmt For For
1C ELECTION OF DIRECTOR: RICHARD S. BRADDOCK Mgmt For For
1D ELECTION OF DIRECTOR: LAWRENCE W. KELLNER Mgmt For For
1E ELECTION OF DIRECTOR: DEBRA L. LEE Mgmt For For
1F ELECTION OF DIRECTOR: FLORETTA DUKES MCKENZIE Mgmt For For
1G ELECTION OF DIRECTOR: GEORGE MUNOZ Mgmt For For
1H ELECTION OF DIRECTOR: STEVEN S REINEMUND Mgmt For For
1I ELECTION OF DIRECTOR: HARRY J. PEARCE Mgmt For For
1J ELECTION OF DIRECTOR: WILLIAM J. SHAW Mgmt For For
1K ELECTION OF DIRECTOR: LAWRENCE M. SMALL Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM
- --------------------------------------------------------------------------------------------------------------------------
MARTIN MARIETTA MATERIALS, INC. Agenda Number: 932691531
- --------------------------------------------------------------------------------------------------------------------------
Security: 573284106
Meeting Type: Annual
Meeting Date: 22-May-2007
Ticker: MLM
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MARCUS C. BENNETT Mgmt Withheld Against
LAREE E. PEREZ Mgmt Withheld Against
DENNIS L. REDIKER Mgmt Withheld Against
02 RATIFICATION OF SELECTION OF ERNST & YOUNG LLP Mgmt For For
AS INDEPENDENT AUDITORS.
- --------------------------------------------------------------------------------------------------------------------------
MATTEL, INC. Agenda Number: 932687518
- --------------------------------------------------------------------------------------------------------------------------
Security: 577081102
Meeting Type: Annual
Meeting Date: 18-May-2007
Ticker: MAT
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MICHAEL J. DOLAN Mgmt For For
ROBERT A. ECKERT Mgmt For For
DR. FRANCES FERGUSSON Mgmt For For
TULLY M. FRIEDMAN Mgmt For For
DOMINIC NG Mgmt For For
DR. ANDREA L. RICH Mgmt For For
RONALD L. SARGENT Mgmt For For
DEAN A. SCARBOROUGH Mgmt For For
CHRISTOPHER A. SINCLAIR Mgmt For For
G. CRAIG SULLIVAN 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, 2007.
03 BOARD ADOPTION OF DIRECTOR ELECTION MAJORITY Mgmt Against Against
VOTING STANDARD AND STOCKHOLDER APPROVAL OF
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
ELIMINATING CUMULATIVE VOTING.
04 APPROVAL OF THE MATTEL INCENTIVE PLAN AND THE Mgmt For For
MATERIAL TERMS OF ITS PERFORMANCE GOALS.
05 STOCKHOLDER PROPOSAL REGARDING COMPENSATION Shr Against For
OF THE TOP FIVE MEMBERS OF MANAGEMENT.
06 STOCKHOLDER PROPOSAL TO SEPARATE THE ROLES OF Shr Against For
CEO AND CHAIRMAN.
07 STOCKHOLDER PROPOSAL REGARDING CERTAIN REPORTS Shr Against For
BY THE BOARD OF DIRECTORS.
08 STOCKHOLDER PROPOSAL REGARDING PAY-FOR-SUPERIOR-Shr For Against
PERFORMANCE.
- --------------------------------------------------------------------------------------------------------------------------
METLIFE, INC. Agenda Number: 932653670
- --------------------------------------------------------------------------------------------------------------------------
Security: 59156R108
Meeting Type: Annual
Meeting Date: 24-Apr-2007
Ticker: MET
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
BURTON A. DOLE, JR. Mgmt Non-Votable
R. GLENN HUBBARD Mgmt Non-Votable
JAMES M. KILTS Mgmt Non-Votable
CHARLES M. LEIGHTON Mgmt Non-Votable
DAVID SATCHER Mgmt Non-Votable
02 RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE Mgmt Non-Votable
LLP AS INDEPENDENT AUDITOR FOR 2007
- --------------------------------------------------------------------------------------------------------------------------
METSO CORPORATION Agenda Number: 701136562
- --------------------------------------------------------------------------------------------------------------------------
Security: X53579102
Meeting Type: AGM
Meeting Date: 03-Apr-2007
Ticker:
ISIN: FI0009007835
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Votable
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 Non-Votable
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. THANK YOU
1.1 Adopt the accounts Mgmt For For
1.2 Approve to pay a dividend of EUR 1.50 per share Mgmt For For
1.3 Grant discharge from liability Mgmt For For
1.4 Approve the remuneration of the Board Members Mgmt Against Against
1.5 Approve the remuneration of the Auditor(s) Mgmt For For
1.6 Approve the number of Board Members Mgmt For For
1.7 Elect the Board Mgmt For For
1.8 Elect the Auditor(s) Mgmt For For
2. Amend the Articles of Association Mgmt For For
3. Authorize the Board to decide on repurchase Mgmt For For
of Company s own shares
4. Authorize the Board to decide on share issue Mgmt For For
5. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr Against For
Elect the Nomination Committee
- --------------------------------------------------------------------------------------------------------------------------
MUENCHENER RUECKVERSICHERUNGS-GESELLSCHAFT AKTIENGESELLSCHAFT IN MUENCHEN, MUENC Agenda Number: 701176629
- --------------------------------------------------------------------------------------------------------------------------
Security: D55535104
Meeting Type: OGM
Meeting Date: 26-Apr-2007
Ticker:
ISIN: DE0008430026
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THESE SHARES MAY BE BLOCKED Non-Voting Non-Votable
DEPENDING ON SOME SUBCUSTODIANS' PROCESSING
IN THE MARKET. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1A. Submission of the report of the Supervisory Non-Voting Non-Votable
Board and the corporate governance report including
the remuneration report for the FY 2006
1B. Submission of the adopted Company financial Non-Voting Non-Votable
statements and management report for the FY
2006, the approved consolidated financial statements
and management report for the Group for the
FY 2006
2. Resolution on the appropriation of the net retained Mgmt For For
profits from the FY 2006
3. Resolution to approve the actions of the Board Mgmt For For
of Management
4. Resolution to approve the actions of the Supervisory Mgmt For For
Board
5. Authorisation to buy back and use own shares Mgmt For For
6. Authorisation to buy back own shares using derivatives Mgmt For For
7. Amendment to Article 2 of the Articles of Association Mgmt For For
[Pubic announcements and information]
8. Amendment to Article 8 Paragraph 1 of the Articles Mgmt For For
of Association [Chair of the AGM]
9. Approval of domination and profit-transfer agreement Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
NATIONAL BANK OF GREECE Agenda Number: 701233582
- --------------------------------------------------------------------------------------------------------------------------
Security: X56533114
Meeting Type: OGM
Meeting Date: 25-May-2007
Ticker:
ISIN: GRS003013000
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the Board of Directors and the Auditors Mgmt Take No Action
reports on the annual financial statements
for the year 2006
2. Approve the annual financial statements regarding Mgmt Take No Action
the year 2006; the profit appropriation and
dividend payment
3. Grant discharge of the Board of Director Members Mgmt Take No Action
and the Auditor s from any liability for indemnity
of the Management and the annual financial
statements for the FY 2006
4. Approve the Board of Directors received remuneration Mgmt Take No Action
for the FY 2005, according to Article 24 Paragraph
2 of Code Law 2190/1920; the agreements and
fees of the Managing Directors and the Assistant
Managing Director; the determination of the
fees of the Non Executive Members of the Board
of Director until the next OGM on 2008
5. Grant permission, according to Article 23 paragraph Mgmt Take No Action
1 of the Code Law 2190/1920 and to Article
30 of the Banks Articles of Association, to
the Board Members, General Managers and Managers,
for their participation in Board of Directors
or Management of the Banks Group of Companies,
pursuing the same or similar business goal
6. Approve the program for the purchase of the Mgmt Take No Action
Banks own shares according to Article 16 Paragraph
5 of Code Law 2190/1920
7. Approve the adjustment to Articles 4 and 39 Mgmt Take No Action
of the Banks Articles of Association regarding
the share capital, due to the increase as a
result from the exercised pre-emptive rights;
amend Articles 18 and 24 Board of Directors
and representation of the Banks Articles of
Association
8. Approve the Stock Option Scheme according to Mgmt Take No Action
Article 13 Paragraph 9 of the Code Law 2190/1920,
as currently in force, to the Executive Members
of the Board of Directors, Managers and personnel
and to associated Companies
9. Approve bonus shares to the personnel, according Mgmt Take No Action
to Article 16 Paragraph 2 of the Code Law 2190/1920,
deriving from the share capital increase, issuance
of new shares with nominal value EUR 5 per
share, with capitalization of profits; amend
Articles 4 and 39 of the Bank s Articles of
Association
10. Approve the session of the Banks Storehouse Mgmt Take No Action
Branch and contribution to the subsidiary Company
National Consultancy Business Holdings S. A.;
the session contract terms; determination of
the Banks representative, in order to sign
the contract or any other relevant deed for
the completion of the absorbtion; the session
deed operating permission of General Storehouse
according to Article 17 of the Law 3077/1954
11. Ratify the election of new Members of the Board Mgmt Take No Action
of Directors in replacement of resigned Members
and a deceased Member
12. Elect new Board of Directors and approve the Mgmt Take No Action
determination of the Independent Non-Executive
Members
13. Elect the regular and substitute Certified Auditors Mgmt Take No Action
for the financial statements and the Banks
Group of Companies consolidated financial statements
for the year 2007 and approve to determine
their fees
14. Miscellaneous announcements Non-Voting Non-Votable
If quorum is not met on the first call then Non-Voting Non-Votable
a second call will take place which means investors
will have to resubmit their original votes.
In the Greek market the agenda Items do not
change however they take away items of each
call once they have been passed at the shareholder
meeting.
- --------------------------------------------------------------------------------------------------------------------------
NATIONAL CITY CORPORATION Agenda Number: 932639389
- --------------------------------------------------------------------------------------------------------------------------
Security: 635405103
Meeting Type: Annual
Meeting Date: 24-Apr-2007
Ticker: NCC
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
J.E. BARFIELD Mgmt For For
J.S. BROADHURST Mgmt For For
C.M. CONNOR Mgmt For For
D.A. DABERKO Mgmt For For
B.P. HEALY Mgmt For For
M.B. MCCALLISTER Mgmt For For
P.A. ORMOND Mgmt For For
P.E. RASKIND Mgmt For For
G.L. SHAHEEN Mgmt For For
J.S. THORNTON Mgmt For For
M. WEISS Mgmt For For
02 THE RATIFICATION OF THE AUDIT COMMITTEE S SELECTION Mgmt For For
OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
03 STOCKHOLDER PROPOSAL REGARDING EXECUTIVE COMPENSATION Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
OCCIDENTAL PETROLEUM CORPORATION Agenda Number: 932652135
- --------------------------------------------------------------------------------------------------------------------------
Security: 674599105
Meeting Type: Annual
Meeting Date: 04-May-2007
Ticker: OXY
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: SPENCER ABRAHAM Mgmt Non-Votable
1B ELECTION OF DIRECTOR: RONALD W. BURKLE Mgmt Non-Votable
1C ELECTION OF DIRECTOR: JOHN S. CHALSTY Mgmt Non-Votable
1D ELECTION OF DIRECTOR: EDWARD P. DJEREJIAN Mgmt Non-Votable
1E ELECTION OF DIRECTOR: R. CHAD DREIER Mgmt Non-Votable
1F ELECTION OF DIRECTOR: JOHN E. FEICK Mgmt Non-Votable
1G ELECTION OF DIRECTOR: RAY R. IRANI Mgmt Non-Votable
1H ELECTION OF DIRECTOR: IRVIN W. MALONEY Mgmt Non-Votable
1I ELECTION OF DIRECTOR: RODOLFO SEGOVIA Mgmt Non-Votable
1J ELECTION OF DIRECTOR: AZIZ D. SYRIANI Mgmt Non-Votable
1K ELECTION OF DIRECTOR: ROSEMARY TOMICH Mgmt Non-Votable
1L ELECTION OF DIRECTOR: WALTER L. WEISMAN Mgmt Non-Votable
02 RATIFICATION OF SELECTION OF KPMG AS INDEPENDENT Mgmt Non-Votable
AUDITORS.
03 APPROVAL OF AMENDMENT TO 2005 LONG-TERM INCENTIVE Mgmt Non-Votable
PLAN.
04 SCIENTIFIC REPORT ON GLOBAL WARMING. Shr Non-Votable
05 ADVISORY VOTE TO RATIFY EXECUTIVE COMPENSATION. Shr Non-Votable
06 PERFORMANCE-BASED STOCK OPTIONS. Shr Non-Votable
- --------------------------------------------------------------------------------------------------------------------------
OUTOKUMPU OYJ Agenda Number: 701160448
- --------------------------------------------------------------------------------------------------------------------------
Security: X61161109
Meeting Type: AGM
Meeting Date: 28-Mar-2007
Ticker:
ISIN: FI0009002422
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Votable
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. THANK YOU
MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting Non-Votable
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 CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE
TO BE LODGED.
1.1 Adopt the accounts Mgmt For For
1.2 Approve the actions on profit or loss to pay Mgmt For For
a dividend of EUR 1.10 per share
1.3 Grant discharge from liability Mgmt For For
1.4 Approve the remuneration of the Board Members Mgmt Against Against
1.5 Approve the remuneration of the Auditors Mgmt Against Against
1.6 Approve the number of the Board Members Mgmt For For
1.7 Elect the Board Mgmt For For
1.8 Elect the Auditors Mgmt For For
2. Approve By Finnish Ministry of trade and industry Mgmt Against Against
to establish a Nomination Committee
3. Amend Articles of Association Mgmt For For
4. Authorize the Board to decide on acquiring Company Mgmt For For
s own shares
5. Authorize the Board to decide on share issue Mgmt For For
and granting special rights entitling to Company
s own shares
- --------------------------------------------------------------------------------------------------------------------------
PEPSICO, INC. Agenda Number: 932655345
- --------------------------------------------------------------------------------------------------------------------------
Security: 713448108
Meeting Type: Annual
Meeting Date: 02-May-2007
Ticker: PEP
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: D. DUBLON Mgmt Non-Votable
1B ELECTION OF DIRECTOR: V.J. DZAU Mgmt Non-Votable
1C ELECTION OF DIRECTOR: R.L. HUNT Mgmt Non-Votable
1D ELECTION OF DIRECTOR: A. IBARGUEN Mgmt Non-Votable
1E ELECTION OF DIRECTOR: A.C. MARTINEZ Mgmt Non-Votable
1F ELECTION OF DIRECTOR: I.K. NOOYI Mgmt Non-Votable
1G ELECTION OF DIRECTOR: S.P. ROCKEFELLER Mgmt Non-Votable
1H ELECTION OF DIRECTOR: J.J. SCHIRO Mgmt Non-Votable
1I ELECTION OF DIRECTOR: D. VASELLA Mgmt Non-Votable
1J ELECTION OF DIRECTOR: M.D. WHITE Mgmt Non-Votable
02 APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS Mgmt Non-Votable
03 APPROVAL OF 2007 LONG-TERM INCENTIVE PLAN (PROXY Mgmt Non-Votable
STATEMENT P. 37)
04 SHAREHOLDER PROPOSAL- CHARITABLE CONTRIBUTIONS Shr Non-Votable
(PROXY STATEMENT P. 44)
- --------------------------------------------------------------------------------------------------------------------------
PFIZER INC. Agenda Number: 932641637
- --------------------------------------------------------------------------------------------------------------------------
Security: 717081103
Meeting Type: Annual
Meeting Date: 26-Apr-2007
Ticker: PFE
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DENNIS A. AUSIELLO Mgmt For For
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
JEFFREY B. KINDLER Mgmt For For
GEORGE A. LORCH Mgmt For For
DANA G. MEAD Mgmt For For
WILLIAM C. STEERE, JR. Mgmt For For
02 PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP Mgmt For For
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2007.
03 SHAREHOLDER PROPOSAL RELATING TO CUMULATIVE Shr Against For
VOTING.
04 SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
THE RATIONALE FOR EXPORTING ANIMAL EXPERIMENTATION.
05 SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
THE FEASIBILITY OF AMENDING PFIZER S CORPORATE
POLICY ON LABORATORY ANIMAL CARE AND USE.
06 SHAREHOLDER PROPOSAL RELATING TO QUALIFICATIONS Shr Against For
FOR DIRECTOR NOMINEES.
- --------------------------------------------------------------------------------------------------------------------------
REGIONS FINANCIAL CORPORATION Agenda Number: 932646081
- --------------------------------------------------------------------------------------------------------------------------
Security: 7591EP100
Meeting Type: Annual
Meeting Date: 19-Apr-2007
Ticker: RF
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: SAMUEL W. BARTHOLOMEW, Mgmt For For
JR.
1B ELECTION OF DIRECTOR: SUSAN W. MATLOCK Mgmt For For
1C ELECTION OF DIRECTOR: JACKSON W. MOORE Mgmt For For
1D ELECTION OF DIRECTOR: ALLEN B. MORGAN, JR. Mgmt For For
1E ELECTION OF DIRECTOR: JOHN R. ROBERTS Mgmt For For
1F ELECTION OF DIRECTOR: LEE J. STYSLINGER III Mgmt For For
02 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM
03 DECLASSIFICATION AMENDMENT Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
RWE AG Agenda Number: 701157617
- --------------------------------------------------------------------------------------------------------------------------
Security: D6629K109
Meeting Type: OGM
Meeting Date: 18-Apr-2007
Ticker:
ISIN: DE0007037129
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS Non-Voting Non-Votable
MEETING IS 28 MAR 2007, WHEREAS THE MEETING
HAS BEEN SETUP USING THE ACTUAL RECORD DATE
- 1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT
ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH
THE GERMAN LAW. THANK YOU.
1. Presentation of the approved financial statements Non-Voting Non-Votable
of RWEA Aktiengesellsehaft and the Group for
the FYE 31 DEC 2006 with the combined review
of operations of RWE Aktiengesellsehaft and
the Group, the proposal for the appropriation
of distributable profit, and the Supervisory
Board Report for fiscal 2006
2. Appropriation of distributable profit Mgmt For For
3. Approval of the Acts of the Executive Board Mgmt For For
for fiscal 2006
4. Approval of the Acts of the Supervisory Board Mgmt For For
for fiscal 2006
5. Appointment of Pricewaterhousecoopers AG, as Mgmt For For
the Auditors for fiscal 2007
6. Authorization to implement share buybacks Mgmt For For
7. Amendment of Article 3 of the Articles of Incorporation Mgmt For For
[FY, announcements, venue]
COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting Non-Votable
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.
- --------------------------------------------------------------------------------------------------------------------------
SAGE GROUP PLC Agenda Number: 701134304
- --------------------------------------------------------------------------------------------------------------------------
Security: G7771K134
Meeting Type: AGM
Meeting Date: 06-Mar-2007
Ticker:
ISIN: GB0008021650
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and approve the reports of the Directors Mgmt For For
and the Auditors and the accounts for the YE
30 SEP 2006
2. Declare a final dividend of 2.51 pence per ordinary Mgmt For For
share for the YE 30 SEP 2006
3. Re-appoint Sir Julian Horn-Smith as a Director Mgmt For For
4. Re-appoint Ms. Ruth Markland as a Director Mgmt For For
5. Re-elect Mr. Paul. A. Walker as a Director Mgmt For For
6. Re-elect Mr. Paul. S. Harrison as a Director Mgmt For For
7. Re-elect Mr. Paul. L. Stobart as a Director Mgmt For For
8. Re-appoint Messrs. PricewaterhouseCoopers LLP Mgmt For For
as the Auditors of the Company and authorize
the Directors to determine their remuneration
9. Approve the remuneration report Mgmt For For
10. Authorize the Directors, pursuant to Article Mgmt For For
6 of the Company s Articles of Association,
to allot equity or equity-linked securities
with pre-emptive rights up to aggregate nominal
amount of GBP 4,314,200
S.11 Authorize the Directors, pursuant to Article Mgmt For For
7 of the Company s Articles of Association,
to allot equity or equity-linked securities
without pre-emptive rights up to aggregate
nominal amount of GBP 647,140
S.12 Authorize the Company to make market purchases Mgmt For For
up to 129,428,000 ordinary shares
S.13 Amend the Articles of Association Mgmt For For
14. Authorize the Company to use electronic and Mgmt For For
website communications
- --------------------------------------------------------------------------------------------------------------------------
SAMPO PLC Agenda Number: 701143377
- --------------------------------------------------------------------------------------------------------------------------
Security: X75653109
Meeting Type: AGM
Meeting Date: 12-Apr-2007
Ticker:
ISIN: FI0009003305
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Votable
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 Non-Votable
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.
1.1 Receive the accounts Mgmt For For
1.2 Approve the actions on profit or loss and to Mgmt For For
pay a dividend of EUR 1.20 per share
1.3 Grant discharge from liability Mgmt For For
1.4 Approve the remuneration of the Board Members Mgmt For For
1.5 Approve the remuneration of the Auditors Mgmt Against Against
1.6 Approve the number of the Board Members Mgmt For For
1.7 Elect the Board Mgmt For For
1.8 Elect the Auditorss Mgmt For For
2. Authorize the Board of Directors to decide on Mgmt For For
acquiring Company s own shares
3. Amend the Articles 4,5,6,7,9,10,11,13,14,15,16,17,19, Mgmt For For
20 and 22 of Articles of Association
- --------------------------------------------------------------------------------------------------------------------------
SANDVIK AB Agenda Number: 701177986
- --------------------------------------------------------------------------------------------------------------------------
Security: W74857165
Meeting Type: AGM
Meeting Date: 26-Apr-2007
Ticker:
ISIN: SE0000667891
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Opening of the meeting Non-Voting Non-Votable
2. Elect Mr. Attorney Sven Unger as a Chairman Mgmt For For
of the meeting
3. Approve the voting list Mgmt For For
4. Elect 1 or 2 persons to countersign the minutes Mgmt For For
5. Approve the agenda Mgmt For For
6. Approve to examine whether or not the meeting Mgmt For For
has been duly convened
7. Receive the annual report, the Auditors report Non-Voting Non-Votable
and the Group accounts and the Auditors report
for the Group and the speech by the President
8. Adopt the profit and loss account, balance sheet Mgmt For For
and consolidated profit and loss account and
consolidated balance sheet
9. Grant discharge from liability of the Board Mgmt For For
of Directors and the President for the period
to which the accounts relate
10. Approve the allocation of the Company s profit Mgmt For For
in accordance with the adopted balance sheet
and resolution on record day
11. Approve to determine the number of Directors Mgmt For For
at 8 and no Deputies
12. Approve the fees to the Board and the Auditors: Mgmt For For
Board Member not employed by the Company SEK
425,000, Chairman of the Board SEK 1,275,000,
Vice Chairman SEK 850,000, Board Member elected
by the general meeting who is a Member of the
Audit Committee SEK 100,000, Board Member elected
by the general meeting who is a Member of the
Remuneration Committee SEK 50,000, fees to
the Auditors as invoiced
13. Re-elect Messrs. Georg Ehnrooth, Sigrun Hjelmquist, Mgmt For For
Fredrik Lundberg, Egil Myklebust, Hanne De
Mora, Anders Nyren, Lars Pettersson and Clas
Ake Hedstrom as the Board Members; elect Mr.
Clas Ake Hedstrom as a Chairman of the Board
14. Approve to have a Nomination Committee comprised Mgmt For For
of one representative from each of the 4 largest
shareholders in terms of votes and the Chairman
of the Board of Directors who is to be the
convening authority; at the formation of the
Nomination Committee, the shareholding in the
Company, based on information from VPC AB on
the last banking day of AUG 2007, is to determine
which the largest shareholders in terms of
votes are; the composition of the Nomination
Committee is to be announced as soon as it
is appointed; the Chairman of the Nomination
Committee is to be the member representing
the largest shareholder in terms of votes;
the mandate period of the Nomination Committee
is until the composition of the next Nomination
Committee is announced; the Nomination Committee
is to prepare a proposal for the Chairman of
the Meeting, a proposal for the number of Board
Members, a proposal for remuneration to Board
Members and Auditors, a proposal for the Board
and Chairman of the Board, a proposal for the
number of Auditors and election of Auditors
and also a proposal for the appointment of
a Nomination Committee prior to the AGM 2009
and its assignment as specified
15. Approve the guidelines for remuneration to Chief Mgmt For For
executives is formulated to ensure that the
Sandvik Group from a global perspective can
offer market level and competitive remuneration
that attracts and retains qualified employees
in Sandvik s Group Executive Management; the
remuneration to Group Executive Management
comprises fixed salary, annual variable salary
and long-term variable salary; the parts are
intended to create a well-balanced remuneration
and benefits program that reflects the individual
s performance, responsibility and the Groups
earnings trend; the fixed salary, which is
individual and differentiated based on the
individual s responsibility and performance,
is determined based on market principles and
is revised annually; receipt of annual variable
salary is conditional upon fulfillment of goals
determined annually; the goals are related
to the Company s earnings and to measurable
goals within the individual s area of responsibility;
the maximum payment of annual variable salary
for Group Executive Management is 50-75% of
the annual fixed salary; the long-term variable
salary is conditional upon fulfillment of measurable
goals, determined by the Board, pertaining
to certain key figures that create shareholder
value linked to the Company s growth, profitability
and capital efficiency during a 3-year period;
the maximum payment of long-term variable salary
for Group Executive Management is 45-50% of
the annual fixed salary; as specified
16 Amend the Articles of Association, so that the Mgmt For For
permitted range of the share capital is reduced
from a minimum of SEK 1,200,000,000 and a maximum
SEK 4,800,000,000 to a minimum of SEK 700,000,000
and a maximum of SEK 2,800,000,000 Section
4; approve the quotient value of the share
the share capital divided by the number of
shares is changed by way of a share split,
so that each share be divided into 2 shares,
of which 1 is to be named redemption share
in the VPC system and be redeemed in the manner
described under Section C; the record day at
VPC AB the Swedish Central Security Depository
for implementation of the share split is to
be 22 MAY 2007; and to reduce the share capital
for repayment to the shareholders by SEK 711,772,305
the reduction amount by way of redemption
of 1,186,287,175 shares, each share with a
quotient value of SEK 0.60; the shares that
are to be redeemed are the shares which, after
implementation of the share split in accordance
with Section B, are named redemption shares
in the VPC system, whereby the record day for
the right to receive redemption shares according
to Section B, is to be 22 MAY 2007; for each
redeemed share a redemption price of SEK 3
is to be paid in cash, of which SEK 2.40 exceeds
the quotient value of the share; in addition
to the reduction amount of SEK 711,772,305,
a total amount of SEK 2,847,089,220 will be
distributed, by use of the Company s non-restricted
equity; payment for the redeemed shares is
to be made as early as possible, however not
later than 10 banking days after the Swedish
Companies Registration Office s registration
of all resolutions pursuant to Sections A D;
after implementation of the reduction of the
share capital, the Company s share capital
will amount to SEK 711,772,305; to increase
the share capital by way of a bonus issue by
way of a bonus issue, by SEK 711,772,305 to
SEK 1,423,544,610 by a transfer of SEK 711,772,305
from the non-restricted equity; no new shares
are to be issued in connection with the increase
of the share capital
17. Closing of the meeting. Non-Voting Non-Votable
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Votable
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. THANK YOU
MARKET RULES REQUIRE THE DISCLOSURE OF BENEFICIAL Non-Voting Non-Votable
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 CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER TO LODGE YOUR
VOTE.
PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE Non-Voting Non-Votable
OPTION IN SWEDEN. THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
SCHLUMBERGER LIMITED (SCHLUMBERGER N Agenda Number: 932636484
- --------------------------------------------------------------------------------------------------------------------------
Security: 806857108
Meeting Type: Annual
Meeting Date: 11-Apr-2007
Ticker: SLB
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
P. CAMUS Mgmt For For
J.S. GORELICK Mgmt For For
A. GOULD Mgmt For For
T. ISAAC Mgmt For For
N. KUDRYAVTSEV Mgmt For For
A. LAJOUS Mgmt For For
M.E. MARKS Mgmt For For
D. PRIMAT Mgmt For For
L.R. REIF 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
03 APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING Mgmt For For
FIRM.
- --------------------------------------------------------------------------------------------------------------------------
SCHWEIZERISCHE RUECKVERSICHERUNGS-GESELLSCHAFT, ZUERICH Agenda Number: 701182571
- --------------------------------------------------------------------------------------------------------------------------
Security: H84046137
Meeting Type: AGM
Meeting Date: 20-Apr-2007
Ticker:
ISIN: CH0012332372
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN OGM. THANK YOU. Non-Voting Non-Votable
THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting Non-Votable
IN THIS MARKET. PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting Non-Votable
MEETING NOTICE SENT UNDER MEETING 365863, 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 CUTOFF DATE WILL
BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU.
1. Receive the annual report, the annual and the Non-Voting Non-Votable
consolidated financial statements for the FY
2006
2. Approve to allocate the disposable profit Mgmt Take No Action
3. Grant discharge to the Board of Directors and Mgmt Take No Action
the Executive Committee
4.1 Approve to reduce the share capital Mgmt Take No Action
4.2 Approve to cancel the conditional capital as Mgmt Take No Action
per Article 3C of the Articles of Association
4.3 Approve to reduce the conditional capital as Mgmt Take No Action
per Article 3A of the Articles of Association
4.4 Approve the 2007-2010 Share Buy-Back Programme Mgmt Take No Action
5.1.1 Re-elect Mr. Raymund Breu to the Board of Directors Mgmt Take No Action
5.1.2 Re-elect Jr. John F. Smith to the Board of Directors Mgmt Take No Action
5.1.3 Elect Mr. Hans Ulrich Maerki to the Board of Mgmt Take No Action
Directors
5.2 Re-elect the Auditors and the Auditors of the Mgmt Take No Action
consolidated financial statements
- --------------------------------------------------------------------------------------------------------------------------
SKANDINAVISKA ENSKILDA BANKEN Agenda Number: 701147008
- --------------------------------------------------------------------------------------------------------------------------
Security: W25381141
Meeting Type: AGM
Meeting Date: 28-Mar-2007
Ticker:
ISIN: SE0000148884
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Votable
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 Non-Votable
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 Non-Votable
OPTION IN SWEDEN. THANK YOU.
1. Opening of the Meeting Non-Voting Non-Votable
2. Elect Mr. Marcus Wallenberg as the Chairman Mgmt For For
of the meeting
3. Approve the voting list Mgmt For For
4. Approve the agenda Mgmt For For
5. Elect 2 persons to check the minutes of the Mgmt For For
meeting together with the Chairman
6. Approve to determine whether the meeting has Mgmt For For
been duly convened
7. Receive the annual report and the Auditors Non-Voting Non-Votable
report as well as the consolidated accounts
and the Auditors report on the consolidated
accounts
8 Receive the information concerning the work Non-Voting Non-Votable
and function of the Board of Directors including
its Committees
9. Approve the Presidents speech Non-Voting Non-Votable
10. Adopt the profit and loss account and balance Mgmt For For
sheet as well as the consolidated profit and
loss account and consolidated balance sheet
11. Approve to allocate the Bank s profit as shown Mgmt For For
in the balance sheet adopted by the meeting;
the Board proposes a dividend of SEK 6.00 per
A share and C share, respectively, and Monday
02 APR 2007 as record date for the dividend;
if the meeting decides according to the proposal
the dividend is expected to be distributed
by VPC on Thursday 05 APR 2007
12. Grant discharge from liability of the Members Mgmt For For
of the Board of Directors and the President
13. Receive the information concerning the work Non-Voting Non-Votable
of the Nomination Committee Nomination Committee
has been composed of Mr. Lars Wedenborn, Investor
AB, Mr. Hans Mertzig, Mr. Trygg- Stiftelsen,
Mr. Ramsay Brufer, Mr. Alecta, Mr. Torgny Wannstrom,
AFA Forsakring and Mr. Marcus Wallenberg, Chairman
of the Board of Directors; a report on the
work of the Nomination Committee is available
on www.sebgroup.com
14. Approve to determinate the number of Directors Mgmt For For
to be elected by the meeting at 10
15. Approve the remuneration to the Directors elected Mgmt Against Against
by the meeting and the previously elected Auditor,
the Nomination Committee proposes: Directors
remuneration SEK 8,070,000 to be distributed
as follows: SEK 2,600,000 to the Chairman of
the Board, SEK 3,670,000 to the other Directors
elected by the AGM who are not employed in
the Bank to be distributed with SEK 530,000
each to the Vice Chairmen and SEK 435,000 to
other Directors, and SEK 1,800,000 for committee
work to be distributed as follows: Risk & Capital
Committee: Chairman SEK 460,000, other member
SEK 290,000, Audit & Compliance Committee:
Chairman SEK 350,000, other member SEK 175,000
and Remuneration & Human Resources Committee:
Chairman SEK 350,000, other Member SEK 175,000
no fee for Committee work is distributed to
the Chairman of the Board and employees in
the Bank Auditor s fee payable according to
approved invoice.
16. Elect the Directors as well as Chairman of the Mgmt For For
Board; re-elect: Messrs Annika Falkengren,
Penny Hughes, Urban Jansson, Tuve Johannesson,
Hans-Joachim Korber, Jesper Ovesen, Carl Wilhelm
Ros, Jacob Wallenberg and Marcus Wallenberg
as the Directors and elect Mr. Steven Kaempfer
as the Directors and elect Mr. Marcus Wallenberg
as the Chairman to the Board
17. Approve the decision of the Nomination Committee, Mgmt For For
Investor AB, Trygg-Stiftelsen, Alecta and AFA
Forsakring, which shareholders jointly represent
approximately 33.17% of the votes for all shares
in the Bank, have notified the Bank that they
will propose that the meeting resolves on a
Nomination Committee mainly as specified
18. Approve the principles for remuneration and Mgmt For For
other terms of employment for the Group Executive
Committee as specified
19. Approve the Board s proposal concerning long Mgmt For For
term incentive programme for 2007 as specified
20. Approve the acquisition and sale of the Bank Mgmt For For
s own shares: a) Acquisition of the Bank s
own shares in its securities business as specified;
b) Acquisition and sale of the Bank s own shares
on the stock exchange for long term incentive
programmes as specified; c) Sale of the Bank
s own shares to holders under the 2007 long
term incentive programme as specified; d)
Acquisition and sale of the Bank s own shares
to create amongst others possibilities for
improvement of the capital structure of the
Bank as specified
21. Approve the issuance of certain debt securities Mgmt For For
as specified
22. Appoint the Auditors of foundations that have Mgmt For For
delegated their business to the Bank
23. Closing of the Meeting Non-Voting Non-Votable
PLEASE NOTE THE SPECIAL PROCEDURE FOR THIS AGM, Non-Voting Non-Votable
SEB WILL NOT ARRANGE WITH REPRESENTATIVE. A
SPECIAL POA IS NEEDED. TO BE ABLE TO VOTE,
OWNERS MUST BE RECORDED IN THE SHAREHOLDERS
REGISTER ON RECORD DATE. SEB WILL DO THE RE-REGISTRATION.
POA S AND VOTE INSTUCTIONS MUST BE SENT TO
A LAW FIRM, GRONBERG, WHO WILL BE THE REPRESENTANT.
THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
SKANSKA AB Agenda Number: 701151970
- --------------------------------------------------------------------------------------------------------------------------
Security: W83567110
Meeting Type: AGM
Meeting Date: 03-Apr-2007
Ticker:
ISIN: SE0000113250
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Votable
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 Non-Votable
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 IT IS NOT POSSIBLE TO VOTE Non-Voting Non-Votable
ABSTAIN FOR THE RESOLUTIONS OF THIS MEETING.
THANK YOU.
1. Opening of the meeting Non-Voting Non-Votable
2. Elect Mr. Sven Unger as the Chairman of the Mgmt For For
meeting
3. Approve the list of shareholders entitled to Mgmt For For
vote at the meeting
4. Approve the agenda Mgmt For For
5. Elect two persons to check the minutes together Mgmt For For
with the Chairman
6. Approve to determine whether the meeting has Mgmt For For
been duly convened
7. Receive the Chairman of the Board of Directors Non-Voting Non-Votable
on Board and Group Management issues; followed
by the President s address on operations
8. Receive the annual report and Auditor s report Non-Voting Non-Votable
for 2006 and the consolidated accounts and
the Auditors report for the consolidated accounts
for 2006
9. Adopt the income statement and balance sheet, Mgmt For For
and the consolidated income statement and the
consolidated balance sheet
10. Approve, an ordinary dividend of SEK 4.75 per Mgmt For For
share and an extraordinary dividend of SEK
3.50 per share be paid to the shareholders
for FY 2006; 10 APR 2007 is proposed as the
record date for payment of the dividend; if
the meeting votes in favor of this motion,
it is expected that VPC will make dividend
payments on 13 APR 2007
11. Grant discharge to the Members of the Board Mgmt For For
and the President from liability for the FY
12. Approve to determine the number of Board Members Mgmt For For
at 9 and no Deputy Members to be elected by
the meeting
13. Approve, a fee of SEK 1,275,000 be paid to the Mgmt For For
Chairman of the Board of Directors and SEK
425,000 to each of the other elected Board
Members that are not employed by the Group;
a special appropriation of SEK 125,000 is proposed
for each of the Members on the Project Committee,
SEK 75,000 to each of the Members on the Audit
Committee, and SEK 50,000 to each of the Members
on the Remuneration Committee; the compensation
for Committee work does not apply to Board
Members who are employed by the Group; it is
proposed that the fee to the Auditors be paid
in the amount shown on approved invoices
14. Re-elect Messrs. Jane Garvey, Stuart Graham, Mgmt For For
Finn Johnsson, Curt Kallstromer, Sverker Martin-Lof,
Anders Nyren and Lars Pettersson and elect
Sir Adrian Montague and Mr. Matti Sundberg
as the Board Members and the Deputy Members;
Mr. Roger Flanagan and Mr. Ulrika Francke have
declined re-election; and re-elect Mr. Sverker
Martin-Lof as the Board Chairman
15. Approve, that a mandate be given to the Chairman Mgmt For For
of the Board to contact the 3 to 5 largest
shareholders in terms of voting rights, each
of which will appoint a representative to comprise,
together with the Board Chairman, the Nomination
Committee for the period until after the next
AGM or, if such a need arises, until a new
Nomination Committee has been appointed; the
largest shareholders refers to VPC registered
and ownership grouped shareholders as of 31
AUG 2007; if, due to ownership changes occurring
after that date, it is deemed necessary, the
Nomination Committee is entitled to offer 1
or 2 additional shareholders a position on
the Nomination Committee, so that the total
number of members is at most 6; the Nomination
Committee shall appoint a Chairman from the
largest shareholder in terms of voting rights;
if a Member of the Nomination Committee leaves
the Committee before its work is completed,
a substitute shall be appointed, if this is
deemed necessary, by the same shareholder who
appointed the Member who has resigned, or,
if this shareholder is no longer 1 of the 3
to 5 largest shareholders in terms of voting
rights, by the new shareholder belonging to
this Group; no fee shall be paid to Members
of the Nomination Committee; any expenses arising
in connection with the work of the Nomination
Committee shall be paid by the Company; the
names of the Members of the Committee shall
be announced not later than 6 months prior
to the AGM in 2008
16. Approve, the guidelines for salaries and other Non-Voting Non-Votable
remuneration to senior executives mainly means
that the total remuneration shall be on market
and competitive terms and that outstanding
performance shall be reflected in the total
remuneration; benefits shall comprise fixed
salary, possible variable salary, other usual
benefits and pension; the variable salary shall
be payable in either cash and/or shares and
shall be maximized and related to the fixed
salary; allotment of shares shall require a
3-year earning period and shall be part of
a Long-Term Incentive Program; the variable
remuneration shall be based on the outcome
in relation to established goals and take into
account the shareholders interests; pension
benefits shall be either defined-benefit or
defined-contribution and normally provide rights
to receive pension at 65 years of age; in principle,
variable remuneration shall not pensionable;
the Board of Directors may in an individual
case depart from the guidelines if deemed necessary
under special circumstances
17. Closing of the meeting Non-Voting Non-Votable
- --------------------------------------------------------------------------------------------------------------------------
SVENSKA CELLULOSA SCA AB Agenda Number: 701146311
- --------------------------------------------------------------------------------------------------------------------------
Security: W90152120
Meeting Type: AGM
Meeting Date: 29-Mar-2007
Ticker:
ISIN: SE0000112724
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Votable
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 Non-Votable
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 IT IS NOT POSSIBLE TO VOTE Non-Voting Non-Votable
ABSTAIN FOR THE RESOLUTIONS OF THIS MEETING.
THANK YOU.
1. Opening of the AGM and elect Mr. Sven Unger, Mgmt For For
attorney at law, as the Chairman of the meeting
2. Approve the voting list Mgmt For For
3. Elect 2 persons to check the minutes Mgmt For For
4. Approve to determine whether the meeting has Mgmt For For
been duly convened
5. Approve the agenda Mgmt For For
6. Receive the annual report and the Auditor s Non-Voting Non-Votable
and the Auditor s report on the consolidated
financial statements
7. Approve the speeches by the Chairman of the Non-Voting Non-Votable
Board of Directors and the President
8.a Approve to adopt the income statement and balance Mgmt For For
sheet and of the consolidated income statement
and the consolidated balance sheet
8.b Approve to set the dividends at SEK 12 per shares Mgmt For For
and the record date for the dividend will be
Tuesday, 3 APR 2007, payment through VPC AB,
is estimated to be made on Tuesday, 10 APR
2007
8.c Grant discharge from personal liability of the Mgmt For For
Directors and the President
9. Approve the number of Directors shall be 8 with Mgmt For For
no Deputy Directors
10. Approve to determine the remuneration of Directors Mgmt Against Against
and the Auditors; the total remuneration of
the Board of Directors shall be SEK 4,225,000,
each Director elected by the meeting and who
is not employed by the Company is to receive
SEK 425,000, the Chairman of the Board of Directors
is to receive SEK 1,275,000, Member of the
Remuneration Committee is to receive additional
remuneration of SEK 50,000 and Member of the
Audit Committee is to receive additional remuneration
of 75,000, the Chairman of the Audit Committee
is to receive additional remuneration of SEK
100,000 remuneration to the Auditor to be paid
as charged
11. Re-elect Messrs. Rolf Borjesson, Soren Gyll, Mgmt For For
Tom Hedelius, Leif Johansson, Sverker Martin-Lof,
Anders Nyren, Barbara Milian Thoralfsson and
Jan Astrom, elect Mr. Sverker Martin-Lof as
the Chairman of the Board of Directors
12. Approve that the Nomination Committee of AGM Mgmt For For
in 2008 be composed by the Representatives
of the, no less than 4 and no more than 6,
largest shareholders in terms of voting rights
and the Chairman of the Board of Directors
13. Adopt the specified guidelines for remuneration Mgmt Against Against
for the senior management and other terms of
employment for the senior Management
14. Amend the Articles of Association from not less Mgmt For For
than 170,000,000 and not more than 680,000,000
to not less than 700,000,000 and not more than
2,800,000,000, the ratio value of the share
the share capital divided with the number
of shares is changed by a split of shares,
meaning that each old share irrespective of
class is divided into 3 new shares, split
shall be taken as a joint resolution by the
General Meeting; the shareholders representing
at least 2/3 of the cast votes as well as the
shares represented at the General Meeting shall
vote in favour of the proposal
15. Closing of the meeting Non-Voting Non-Votable
- --------------------------------------------------------------------------------------------------------------------------
SVENSKA KULLAGERFABRIKEN SKF AB Agenda Number: 701174257
- --------------------------------------------------------------------------------------------------------------------------
Security: W84237143
Meeting Type: AGM
Meeting Date: 24-Apr-2007
Ticker:
ISIN: SE0000108227
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Votable
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 . THANK YOU.
MARKET RULES REQUIRES THE DISCLOSURE OF BENEFICIAL Non-Voting Non-Votable
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 CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER TO LODGE YOUR
VOTE.
PLEASE NOTE THAT IT IS NOT POSSIBLE TO VOTE Non-Voting Non-Votable
ABSTAIN FOR THE RESOLUTIONS OF THIS MEETING.
THANK YOU.
1. Opening of the AGM Non-Voting Non-Votable
2. Elect Mr. Anders Scharp as the Chairman of the Mgmt For For
3. Approve the voting list Mgmt For For
4. Approve the agenda Mgmt For For
5. Elect persons to verify the minutes Mgmt For For
6. Approve to consider, whether the meeting has Mgmt For For
been duly convened
7. Receive annual report and audit report as well Non-Voting Non-Votable
as the consolidated accounts and audit report
for the Group
8. Acknowledge the address by the President Non-Voting Non-Votable
9. Adopt the income statement, the balance sheet Mgmt For For
and the consolidated income statement and consolidated
balance sheet
10. Approve a dividend of SEK 4.50 per share for Mgmt For For
FY 2006;shareholders with holdings recorded
on Friday, 27 APR 2007 be entitled to receive
the said dividend
11. Grant discharge to the Board Members and the Mgmt For For
President from liability
12. Approve that the Board of Directors consists Mgmt For For
of 10 Members and no Deputy Members
13. Approve: a firm allotment of SEK 3,275,000, Mgmt For For
be distributed with SEK 800,000 to the Chairman
of the Board, with SEK 550,000 to the Deputy
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;
a variable allotment corresponding to the value,
of 3,200 Company shares of series B to be received
by the Chairman, 2,400 Company shares of series
B to be received by the Deputy Chairman and
1,200 shares of series B to be received by
each of the other Board Members; and an allotment
for committee work of SEK 555,000 to be divided
with SEK 150,000 to the Chairman of the Audit
Committee, with SEK 75,000 to each of the other
Members of the Audit Committee and with SEK
60,000 to each of the Members of the Remuneration
Committee;a prerequisite for obtaining an allotment
is that the Board Member is elected by the
Annual General Meeting and not employed by
the Company
14. Re-elect Messer s. Anders Scharp, Vito H Baumgartner, Mgmt For For
Ulla Litz n, Clas Ake Hedstrom, Tom Johnstone,
Winnie Kin Wah Fok, Leif Ostling and Eckhard
Cordes as the Board Members and elect Mr. Hans-Olov
Olsson and Mr. Lena Treschow Torell as the
new Members and elect Mr. Anders Scharp as
the Chairman of the Board of Directors
15. Approve that the Auditor is paid for work performed Mgmt For For
as invoiced
16. Approve: the principles for remuneration of Mgmt For For
SKF Group Management; that the remuneration
of Group Management Members be based on conditions
that are market competitive and at the same
time support the shareholders best interest
and authorize the Board to, in case of particular
grounds, deviate from the principles of remuneration
decided by the Annual General Meeting
17.A Amend the Articles of Association, as specified; Mgmt For For
and authorize the Company s CEO to make the
small adjustments of the that may be required
in connection with the registration of the
resolutions by the Swedish Companies Registration
Office or VPC AB
17.B Approve the share split; the quota value of Mgmt For For
the share the share capital divided by the
number of shares is changed by way of a so
called share split, so that each share be divided
into two shares (of the same series) of which
one is to be named redemption share in the
VPC system and be redeemed in the manner described
under Resolution 17.C; and authorize the Company
s CEO to make the small adjustments of the
that may be required in connection with the
registration of the resolutions by the Swedish
Companies Registration Office or VPC AB
17.C Approve to reduce the share capital of the Company Mgmt For For
for repayment to the shareholders by SEK 569,188,835
the reduction amount by way of redemption
of 455,351,068 shares, each share with a quota
value of SEK 125, whereby redemption of redemption
shares of series A and series B respectively
is to be in proportion to the number of shares
of each series by the time of the record day
for the redemption shares; for each redeemed
share irrespective of the series of shares
a redemption price of SEK 10 is to be paid
in cash, of which SEK 875 exceeds the quota
value of the share, in addition to the reduction
amount of SEK 569,188,835, a total amount of
SEK 3,984,321,845 will be distributed, by use
of the Company s non-restricted equity payment
for the redeemed shares is made as early as
possible, however not later than 10 banking
days after the Swedish Companies Registration
Office s registration of all resolutions pursuant
to 17.A to 17.D; and authorize the Company
s CEO to make the small adjustments of the
that may be required in connection with the
registration of the resolutions by the Swedish
Companies Registration Office or VPC AB
17.D Approve that the Company s share capital be Mgmt For For
increased by way of a bonus issue, by SEK 569,188,835
to SEK 1,138,377,670 by a transfer of SEK 569,188,835
from the non-restricted equity; no new shares
are to be issued in connection with the increase
of the share capital; the number of shares
in the Company will, after implementation of
the increase of the share capital, be 455,351,068,
each share with a quota value of SEK 250 In
the Company s Articles of Association there
is a conversion clause according to Chapter
4, Section 6 of the Swedish Companies Act Majority
requirements Resolutions adopted by the AGM
pursuant to Resolutions 17.A to 17.D; and authorize
the Company s CEO to make the small adjustments
of the that may be required in connection with
the registration of the resolutions by the
Swedish Companies Registration Office or VPC
AB
18. Authorize the Board: until the next AGM, to Mgmt For For
decide upon the repurchase of the Company s
own shares and to embrace shares of series
A as well as series B, as specified
19. Approve: that the Company shall have a Nomination Mgmt For For
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 when constituting
the Nomination Committee, the shareholdings
on the last banking day in September 2007 will
determine which shareholders are the largest
with regard to the number of votes held; the
names of the four shareholder representatives
will be published as soon as they have been
elected, however not later than six months
before the AGM in 2008; the Nomination Committee
shall remain in office until a new Nomination
Committee is appointed; that the shareholder,
the Member represents would no longer be one
of the four major shareholders with regard
to the number of votes held, such Member, if
the Nomination Committee so deems appropriate,
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; that
the Nomination Committee is to furnish proposals
in the following matters to be presented to,
and resolved by, the Annual General Meeting
in 2008: a) proposal for Chairman of the Annual
General Meeting 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 Annual
General Meeting of 2009; and that the Nomination
Committee, when performing its duties, will
fulfill the tasks that rest upon the Nomination
Committee under the Swedish Code of 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
- --------------------------------------------------------------------------------------------------------------------------
SWISSCOM AG, ITTIGEN Agenda Number: 701179360
- --------------------------------------------------------------------------------------------------------------------------
Security: H8398N104
Meeting Type: OGM
Meeting Date: 24-Apr-2007
Ticker:
ISIN: CH0008742519
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting Non-Votable
IN THIS MARKET. PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting Non-Votable
MEETING NOTICE SENT UNDER MEETING 367290, 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 CUTOFF DATE WILL
BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU.
1. Receive the annual report, the annual financial Non-Voting Non-Votable
statement and the consolidated financial statements
for the FY 2006, the reports of the Statutory
and the Group Auditors
2. Approve the appropriation of retained earnings Mgmt Take No Action
and declaration of dividends
3. Grant discharge of the Members of the Board Mgmt Take No Action
of Directors and the Executive Board
4. Approve to change the Articles 6.1.2 of Association Mgmt Take No Action
5.1 Re-elect Mr. Fides P. BaldesBerger as a Board Mgmt Take No Action
of Director
5.2 Re-elect Mr. Michel Gobet as a Board of Director Mgmt Take No Action
5.3 Re-elect Dr. Torsten G. Kreindl as a Board of Mgmt Take No Action
Director
5.4 Re-elect Mr. Richard Roy as a Board of Director Mgmt Take No Action
5.5 Re-elect Mr. Othmar Vock as a Board of Director Mgmt Take No Action
6. Re-elect KPMG Klynveld Peat Marwick Goerdeler Mgmt Take No Action
SA as the Statutory Auditors and the Group
Auditors
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting Non-Votable
OF AUDITORS NAME. 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.
- --------------------------------------------------------------------------------------------------------------------------
TARGET CORPORATION Agenda Number: 932676503
- --------------------------------------------------------------------------------------------------------------------------
Security: 87612E106
Meeting Type: Annual
Meeting Date: 24-May-2007
Ticker: TGT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CALVIN DARDEN Mgmt For For
ANNE M. MULCAHY Mgmt For For
STEPHEN W. SANGER Mgmt For For
GREGG W. STEINHAFEL Mgmt For For
02 COMPANY PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
ERNST & YOUNG LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
03 COMPANY PROPOSAL TO APPROVE THE OFFICER SHORT-TERM Mgmt Against Against
INCENTIVE PLAN.
04 COMPANY PROPOSAL TO APPROVE AN AMENDMENT TO Mgmt Against Against
THE RESTATED ARTICLES OF INCORPORATION TO REQUIRE
A MAJORITY VOTE FOR THE ELECTION OF DIRECTORS.
05 SHAREHOLDER PROPOSAL REGARDING ADDITIONAL DISCLOSURE Shr Against For
OF POLITICAL CONTRIBUTIONS.
- --------------------------------------------------------------------------------------------------------------------------
TELECOM ITALIA S P A NEW Agenda Number: 701190415
- --------------------------------------------------------------------------------------------------------------------------
Security: T92778108
Meeting Type: OGM
Meeting Date: 15-Apr-2007
Ticker:
ISIN: IT0003497168
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting Non-Votable
REACH QUORUM, THERE WILL BE A SECOND CALL ON
16 APR 2007. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE
AGENDA IS AMENDED. PLEASE ALSO NOTE THAT THE
SECOND CALL OF THIS MEETING WILL BE AT 3 VIA
TOSCANA, ROZZANO (MILAN) at 11:00 AM. THANK
YOU.
1. Approve the Financial statements for the YE Mgmt Take No Action
31 DEC 2006, related and consequent resolutions.
2. Appointment of the Board of Directors and determination Mgmt Take No Action
of the number of Members of the Board.
3. Determination of the term of office of the Board. Mgmt Take No Action
4. Appointment of the directors. Mgmt Take No Action
5. Determination of the annual compensation of Mgmt Take No Action
the members of the Board of Directors.
6. Decisions consequent on the resignation of a Mgmt Take No Action
member of the Board of Auditors.
7. Plan for the award of free treasury shares to Mgmt Take No Action
the top management of the Telecom Italia Group.
Authorization to purchase and dispose of treasury
shares subject to revocation of the existing
authorization - related and consequent resolutions.
8. Decisions consequent on the completion of the Mgmt Take No Action
audit engagement awarded to Reconta Ernest
& Young S.p.A.
9. Amendments to the meeting regulations approved Mgmt Take No Action
by the shareholders meeting on 6 May 2004.
- --------------------------------------------------------------------------------------------------------------------------
TELEKOM AUSTRIA AG, WIEN Agenda Number: 701228024
- --------------------------------------------------------------------------------------------------------------------------
Security: A8502A102
Meeting Type: AGM
Meeting Date: 30-May-2007
Ticker:
ISIN: AT0000720008
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the financial statements and the Management Mgmt Take No Action
report as well as the consolidated financial
statements including the consolidated Mangement
report for the FY 2006 and the Supervisory
Board report on the FY 2006
2. Approve allocation of income Mgmt Take No Action
3. Grant Discharge to the Management and of the Mgmt Take No Action
Members of the Supervisory Board for the FY
2006
4. Approve remuneration of Supervisory Board Members Mgmt Take No Action
5. Elect the Auditors of the financial statements Mgmt Take No Action
and of the consolidate financial statements
for the FY 2007
6. Receive report on Share repurchase program Non-Voting Non-Votable
7.A Grant authority to repurchase the issued Share Mgmt Take No Action
Capital to service Stock Option Plan
7.B Grant authority to use own Shares for settlement Mgmt Take No Action
of convertible Bonds
7.C Grant authority to use own Shares for acquisition Mgmt Take No Action
of Companies
7.D Approve EUR 46 million reduction in Share Capital Mgmt Take No Action
via cancellation of repurchased Shares
7.E Grant authority to the re-issuance of repurchase Mgmt Take No Action
Shares
8. To approve the spin-off of fixed line Business Non-Voting Non-Votable
to Telecom Austria Fix Net AG, as specified
9. Adopt the new Articles of Association Mgmt Take No Action
- --------------------------------------------------------------------------------------------------------------------------
TELIASONERA AB Agenda Number: 701180402
- --------------------------------------------------------------------------------------------------------------------------
Security: W95890104
Meeting Type: AGM
Meeting Date: 24-Apr-2007
Ticker:
ISIN: SE0000667925
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Votable
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. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE.
MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting Non-Votable
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 CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE
TO BE LODGED.
PLEASE NOTE THAT IT IS NOT POSSIBLE TO VOTE Non-Voting Non-Votable
ABSTAIN FOR THE RESOLUTIONS OF THIS MEETING.
THANK YOU.
1. Elect Mr. Sven Unger as a Chairman at the meeting Mgmt For For
2. Elect 2 persons to check the meeting minutes Mgmt For For
along with the Chairperson
3. Approve the voting register Mgmt For For
4. Adopt the agenda Mgmt For For
5. Approve to confirm that the meeting has been Mgmt For For
duly and properly convened
6. Receive the annual report and the Auditor s Non-Voting Non-Votable
report, consolidated financial statements and
the Group Auditor s report for 2006; speech
by President Mr. Anders Igel in connection
herewith and a description of the Board of
Directors work during 2006
7. Adopt the income statement, balance sheet, consolidated Mgmt For For
income statement and consolidated balance sheet
8. Approve the dividend of SEK 6.30 per share be Mgmt For For
distributed to the shareholders and that 27
APR 2007 be set as the record date for the
dividend; if the AGM adopts this, it is estimated
that disbursement from VPC AB will take place
on 03 MAY 2007
9. Grant discharge the Members of the Board of Mgmt For For
Directors and the President from personal liability
for the administration of the Company in 2006
10. Approve the number of Board Members at seven Mgmt For For
and no Deputes
11. Approve the remuneration to the Board of Directors Mgmt For For
until the next AGM would be SEK 900,000 to
the Chairman, SEK 400,000 to each other Board
Member elected by the AGM; the Chairman of
the Board s Audit Committee would receive remuneration
of SEK 150,000 and other Members of the Audit
Committee would receive SEK 100,000 each and
the Chairman of the Board s Remuneration Committee
would receive SEK 40,000 and other Members
of the Remuneration Committee would receive
SEK 20,000 each
12. Re-elect Messrs. Maija-Liisa Friman, Conny Karlsson, Mgmt For For
Lars G. Nordstrom, Timo Peltola, Jon Risfelt,
Caroline Sundewall and Tom Von Weymarn; and
the election will be preceded by information
from the Chairperson concerning positions held
in other Companies by the candidates
13. Elect Mr. Tom Von Weymarn as the Chairman of Mgmt For For
the Board of Director s
14. Elect Messrs. Jonas Iversen, Swedish state, Mgmt For For
Markku Tapio Finnish state, K.G. Lindvall
Robur, Lennart Ribohn SEB as the Nomination
Committee
15. Approve the guidelines for remuneration of the Mgmt For For
Executive Management as specified
16. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr Against For
to oblige the Board of Directors to employ
at least 1customerombudsman
17. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr Against For
that AGM take place at the same time in both
Stockholm and Helsinki
18. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr For Against
that also the shareholders with few and medium
number of shares shall be represented in the
Nomination Committee
19. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr Against For
that the instructions for the Nomination Committee
should clearly state that the Committee in
its work should aim at increased equality between
men and women
20. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr Against For
that the AGM authorize and instructs the Management
and Board of Directors of TeliaSonera to enlist
the good offices of the Swedish Ambassador
to the United States and the United States
Ambassador to Sweden to assist them in crafting
a settlement with Murray Swanson and the Sonera
US Management Team that fairly respects and
recognizes their contributions to TeliaSonera
and that is consistent with TeliaSonera s Shared
Values and Business Ethics as well as all applicable
organization for cooperation and development
guidelines closing of the AGM
- --------------------------------------------------------------------------------------------------------------------------
TELIASONERA AB Agenda Number: 701195263
- --------------------------------------------------------------------------------------------------------------------------
Security: W95890104
Meeting Type: AGM
Meeting Date: 24-Apr-2007
Ticker:
ISIN: SE0000667925
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Votable
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. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE.
MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting Non-Votable
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 CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE
TO BE LODGED.
PLEASE NOTE THAT IT IS NOT POSSIBLE TO VOTE Non-Voting Non-Votable
ABSTAIN FOR THE RESOLUTIONS OF THIS MEETING.
THANK YOU.
1. Elect Mr. Sven Unger as the Chairman at the Mgmt For For
meeting
2. Elect 2 persons to check the meeting minutes Mgmt For For
along with the Chairperson
3. Approve the voting register Mgmt For For
4. Adopt the agenda Mgmt For For
5. Approve to confirm that the meeting has been Mgmt For For
duly and properly convened
6. Receive the annual report and the Auditor s Non-Voting Non-Votable
report, consolidated financial statements and
the Group Auditor s report for 2006; speech
by President Mr. Anders Igel in connection
herewith and a description of the Board of
Directors work during 2006
7. Adopt the income statement, balance sheet, consolidated Mgmt For For
income statement and consolidated balance sheet
8. Approve the dividend of SEK 6.30 per share be Mgmt For For
distributed to the shareholders and that 27
APR 2007 be set as the record date for the
dividend; if the AGM adopts this, it is estimated
that disbursement from VPC AB will take place
on 03 MAY 2007
9. Grant discharge to the Members of the Board Mgmt For For
of Directors and the President from personal
liability for the administration of the Company
in 2006
10. Approve the number of Board Members at 7 and Mgmt For For
no Deputes
11. Approve that the remuneration to the Board of Mgmt For For
Directors, until the next AGM, be SEK 900,000
to the Chairman, SEK 400,000 to each other
Board Member elected by the AGM; the Chairman
of the Board s Audit Committee receive remuneration
of SEK 150,000 and other Members of the Audit
Committee receive SEK 100,000 each and the
Chairman of the Board s Remuneration Committee
receive SEK 40,000 and other Members of the
Remuneration Committee receive SEK 20,000 each
12. Re-elect Messrs. Maija-Liisa Friman, Conny Karlsson, Mgmt For For
Lars G. Nordstrom, Timo Peltola, Jon Risfelt,
Caroline Sundewall and Tom Von Weymarn; and
the election will be preceded by information
from the Chairperson concerning positions held
in other Companies by the candidates
13. Elect Mr. Tom Von Weymarn as the Chairman of Mgmt For For
the Board of Directors
14. Elect Messrs. Jonas Iversen, Swedish state, Mgmt For For
Markku Tapio Finnish state, K. G. Lindvall
Robur, Lennart Ribohn SEB and the Chairman
of the Board of Directors Mr. Tom von Weymarn
as the Nomination Committee
15. Approve the guidelines for remuneration of the Mgmt For For
Executive Management as specified
16. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr Against For
approve to oblige the Board of Directors to
employ at least 1 customerombudsman
17. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr Against For
approve that AGM take place at the same time
in both Stockholm and Helsinki
18. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr For Against
approve that also the shareholders with few
and medium number of shares be represented
in the Nomination Committee
19. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr Against For
approve that the instructions for the Nomination
Committee clearly state that the Committee
in its work should aim at increased equality
between men and women
20. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr Against For
authorize and instruct the Management and Board
of Directors of TeliaSonera to enlist the good
offices of the Swedish Ambassador to the United
States and the United States Ambassador to
Sweden to assist them in crafting a settlement
with Murray Swanson and the Sonera US Management
Team that fairly respects and recognizes their
contributions to TeliaSonera and that is consistent
with TeliaSonera s Shared Values and Business
Ethics as well as all applicable organization
for cooperation and development guidelines
closing of the AGM
- --------------------------------------------------------------------------------------------------------------------------
TEMPLE-INLAND INC. Agenda Number: 932662124
- --------------------------------------------------------------------------------------------------------------------------
Security: 879868107
Meeting Type: Annual
Meeting Date: 04-May-2007
Ticker: TIN
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DONALD M. CARLTON Mgmt Non-Votable
E. LINN DRAPER, JR. Mgmt Non-Votable
KENNETH M. JASTROW, II Mgmt Non-Votable
JAMES A. JOHNSON Mgmt Non-Votable
02 TO AMEND ARTICLE III, SECTION 2 OF OUR BY-LAWS Mgmt Non-Votable
TO PROVIDE THAT DIRECTORS WILL BE ELECTED BY
THE MAJORITY VOTE OF OUR STOCKHOLDERS.
03 TO AMEND ARTICLE V OF OUR CERTIFICATE OF INCORPORATION Mgmt Non-Votable
TO ELIMINATE CERTAIN SUPERMAJORITY VOTE REQUIREMENTS.
04 TO AMEND ARTICLE VI, SECTION 3 OF OUR CERTIFICATE Mgmt Non-Votable
OF INCORPORATION TO PROVIDE THAT DIRECTORS
APPOINTED TO FILL VACANCIES OR NEWLY CREATED
DIRECTORSHIPS WILL BE SUBJECT TO ELECTION AT
THE NEXT ANNUAL MEETING.
05 TO RATIFY THE AUDIT COMMITTEE S APPOINTMENT Mgmt Non-Votable
OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE YEAR 2007.
- --------------------------------------------------------------------------------------------------------------------------
TEXAS INSTRUMENTS INCORPORATED Agenda Number: 932638399
- --------------------------------------------------------------------------------------------------------------------------
Security: 882508104
Meeting Type: Annual
Meeting Date: 19-Apr-2007
Ticker: TXN
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: J.R. ADAMS. Mgmt For For
1B ELECTION OF DIRECTOR: D.L. BOREN. Mgmt For For
1C ELECTION OF DIRECTOR: D.A. CARP. Mgmt For For
1D ELECTION OF DIRECTOR: C.S. COX. Mgmt For For
1E ELECTION OF DIRECTOR: T.J. ENGIBOUS. Mgmt For For
1F ELECTION OF DIRECTOR: D.R. GOODE. Mgmt For For
1G ELECTION OF DIRECTOR: P.H. PATSLEY. Mgmt For For
1H ELECTION OF DIRECTOR: W.R. SANDERS. Mgmt For For
1I ELECTION OF DIRECTOR: R.J. SIMMONS. Mgmt For For
1J ELECTION OF DIRECTOR: R.K. TEMPLETON. Mgmt For For
1K ELECTION OF DIRECTOR: 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 2007.
- --------------------------------------------------------------------------------------------------------------------------
THE BANK OF NEW YORK COMPANY, INC. Agenda Number: 932640762
- --------------------------------------------------------------------------------------------------------------------------
Security: 064057102
Meeting Type: Annual
Meeting Date: 10-Apr-2007
Ticker: BK
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MR. BIONDI Mgmt For For
MR. DONOFRIO Mgmt For For
MR. HASSELL Mgmt For For
MR. KOGAN Mgmt For For
MR. KOWALSKI Mgmt For For
MR. LUKE Mgmt For For
MS. REIN Mgmt For For
MR. RENYI Mgmt For For
MR. RICHARDSON Mgmt For For
MR. SCOTT Mgmt For For
MR. VAUGHAN Mgmt For For
02 A VOTE FOR RATIFICATION OF AUDITORS Mgmt For For
03 SHAREHOLDER PROPOSAL WITH RESPECT TO SIMPLE Shr For Against
MAJORITY VOTING
04 SHAREHOLDER PROPOSAL WITH RESPECT TO CUMULATIVE Shr Against For
VOTING.
05 SHAREHOLDER PROPOSAL WITH RESPECT TO EXECUTIVE Shr Against For
COMPENSATION.
- --------------------------------------------------------------------------------------------------------------------------
THE GOLDMAN SACHS GROUP, INC. Agenda Number: 932632917
- --------------------------------------------------------------------------------------------------------------------------
Security: 38141G104
Meeting Type: Annual
Meeting Date: 11-Apr-2007
Ticker: GS
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: LLOYD C. BLANKFEIN Mgmt For For
1B ELECTION OF DIRECTOR: LORD BROWNE OF MADINGLEY Mgmt For For
1C ELECTION OF DIRECTOR: JOHN H. BRYAN Mgmt For For
1D ELECTION OF DIRECTOR: GARY D. COHN Mgmt For For
1E ELECTION OF DIRECTOR: CLAES DAHLBACK Mgmt For For
1F ELECTION OF DIRECTOR: STEPHEN FRIEDMAN Mgmt For For
1G ELECTION OF DIRECTOR: WILLIAM W. GEORGE Mgmt For For
1H ELECTION OF DIRECTOR: RAJAT K. GUPTA Mgmt For For
1I ELECTION OF DIRECTOR: JAMES A. JOHNSON Mgmt For For
1J ELECTION OF DIRECTOR: LOIS D. JULIBER Mgmt For For
1K ELECTION OF DIRECTOR: EDWARD M. LIDDY Mgmt For For
1L ELECTION OF DIRECTOR: RUTH J. SIMMONS Mgmt For For
1M ELECTION OF DIRECTOR: JON WINKELRIED Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS OUR INDEPENDENT AUDITORS FOR OUR 2007
FISCAL YEAR
03 SHAREHOLDER PROPOSAL REGARDING A CHARITABLE Shr Against For
CONTRIBUTIONS REPORT
04 SHAREHOLDER PROPOSAL REGARDING A SUSTAINABILITY Shr Against For
REPORT
05 SHAREHOLDER PROPOSAL REGARDING STOCK OPTIONS Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
THE HARTFORD FINANCIAL SVCS GROUP, I Agenda Number: 932662631
- --------------------------------------------------------------------------------------------------------------------------
Security: 416515104
Meeting Type: Annual
Meeting Date: 16-May-2007
Ticker: HIG
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RAMANI AYER Mgmt Non-Votable
RAMON DE OLIVEIRA Mgmt Non-Votable
TREVOR FETTER Mgmt Non-Votable
EDWARD J. KELLY, III Mgmt Non-Votable
PAUL G. KIRK, JR. Mgmt Non-Votable
THOMAS M. MARRA Mgmt Non-Votable
GAIL J. MCGOVERN Mgmt Non-Votable
MICHAEL G. MORRIS Mgmt Non-Votable
ROBERT W. SELANDER Mgmt Non-Votable
CHARLES B. STRAUSS Mgmt Non-Votable
H. PATRICK SWYGERT Mgmt Non-Votable
DAVID K. ZWIENER Mgmt Non-Votable
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt Non-Votable
& TOUCHE LLP AS INDEPENDENT AUDITOR OF THE
COMPANY FOR THE FISCAL YEAR ENDING DECEMBER
31, 2007
- --------------------------------------------------------------------------------------------------------------------------
THE RYLAND GROUP, INC. Agenda Number: 932647110
- --------------------------------------------------------------------------------------------------------------------------
Security: 783764103
Meeting Type: Annual
Meeting Date: 25-Apr-2007
Ticker: RYL
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
R. CHAD DREIER Mgmt For For
DANIEL T. BANE Mgmt For For
LESLIE M. FRECON Mgmt For For
ROLAND A. HERNANDEZ Mgmt For For
WILLIAM L. JEWS Mgmt For For
NED MANSOUR Mgmt For For
ROBERT E. MELLOR Mgmt For For
NORMAN J. METCALFE Mgmt For For
CHARLOTTE ST. MARTIN Mgmt For For
PAUL J. VARELLO Mgmt For For
02 APPROVAL OF THE RYLAND GROUP, INC. 2007 EQUITY Mgmt For For
INCENTIVE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS RYLAND S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2007.
- --------------------------------------------------------------------------------------------------------------------------
TIME WARNER INC. Agenda Number: 932680350
- --------------------------------------------------------------------------------------------------------------------------
Security: 887317105
Meeting Type: Annual
Meeting Date: 18-May-2007
Ticker: TWX
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES L. BARKSDALE Mgmt For For
JEFFREY L. BEWKES Mgmt For For
STEPHEN F. BOLLENBACH Mgmt For For
FRANK J. CAUFIELD Mgmt For For
ROBERT C. CLARK Mgmt For For
MATHIAS DOPFNER Mgmt For For
JESSICA P. EINHORN 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
FRANCIS T. VINCENT, JR. Mgmt For For
DEBORAH C. WRIGHT Mgmt For For
02 RATIFICATION OF AUDITORS. Mgmt For For
03 COMPANY PROPOSAL TO AMEND THE COMPANY S RESTATED Mgmt For For
CERTIFICATE OF INCORPORATION TO ELIMINATE CERTAIN
SUPER-MAJORITY VOTE REQUIREMENTS.
04 STOCKHOLDER PROPOSAL REGARDING ADVISORY RESOLUTION Shr Against For
TO RATIFY COMPENSATION OF NAMED EXECUTIVE OFFICERS.
05 STOCKHOLDER PROPOSAL REGARDING SEPARATION OF Shr Against For
ROLES OF CHAIRMAN AND CEO.
06 STOCKHOLDER PROPOSAL REGARDING SIMPLE MAJORITY Shr For Against
VOTE.
07 STOCKHOLDER PROPOSAL REGARDING SPECIAL SHAREHOLDER Shr For Against
MEETINGS.
08 STOCKHOLDER PROPOSAL REGARDING STOCKHOLDER RATIFICATION Shr For Against
OF DIRECTOR COMPENSATION WHEN A STOCKHOLDER
RIGHTS PLAN HAS BEEN ADOPTED.
- --------------------------------------------------------------------------------------------------------------------------
UBS AG Agenda Number: 701043680
- --------------------------------------------------------------------------------------------------------------------------
Security: H89231338
Meeting Type: AGM
Meeting Date: 18-Apr-2007
Ticker:
ISIN: CH0024899483
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting Non-Votable
IN THIS MARKET. PLEASE CONTACT YOUR ADP CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Registration Take No Action
BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL
OWNER BEFORE THE RECORD DATE. PLEASE ADVISE
US NOW IF YOU INTEND TO VOTE. NOTE THAT THE
COMPANY REGISTRAR HAS DISCRETION OVER GRANTING
VOTING RIGHTS. ONCE THE AGENDA IS AVAILABLE,
A SECOND NOTIFICATION WILL BE ISSUED REQUESTING
YOUR VOTING INSTRUCTIONS.
- --------------------------------------------------------------------------------------------------------------------------
UBS AG Agenda Number: 701175297
- --------------------------------------------------------------------------------------------------------------------------
Security: H89231338
Meeting Type: AGM
Meeting Date: 18-Apr-2007
Ticker:
ISIN: CH0024899483
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting Non-Votable
IN THIS MARKET. PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting Non-Votable
MEETING NOTICE SENT UNDER MEETING 332438, 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 CUTOFF DATE WILL
BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU.
1. Receive the annual report, the Group and Parent Mgmt Take No Action
Company accounts for FY 2006, reports of the
Group and the Statutory Auditors
2. Approve the appropriation of retained earnings Mgmt Take No Action
and dividend for FY 2006
3. Grant discharge to the Members of the Board Mgmt Take No Action
of Directors and the Group Executive Board
4.1.1 Re-elect Mr. Stephan Haeringer as a Board Member Mgmt Take No Action
4.1.2 Re-elect Mr. Helmut Panke as a Board Member Mgmt Take No Action
4.1.3 Re-elect Mr. Peter Spuhler as a Board Member Mgmt Take No Action
4.2. Elect Mr. Sergio Marchionne as a new Board Member Mgmt Take No Action
4.3 Elect the Group and Statutory Auditors Mgmt Take No Action
5.1 Approve the cancellation of shares repurchased Mgmt Take No Action
under the 2006/2007 Share Buyback Program and
amend Article 4 Paragraph 1 of the Articles
of Association as specified
5.2 Approve a new Share Buyback Program for 2007-2010 Mgmt Take No Action
- --------------------------------------------------------------------------------------------------------------------------
UNITED TECHNOLOGIES CORPORATION Agenda Number: 932634377
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Security: 913017109
Meeting Type: Annual
Meeting Date: 11-Apr-2007
Ticker: UTX
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
LOUIS R. CHENEVERT Mgmt For For
GEORGE DAVID Mgmt For For
JOHN V. FARACI 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
RICHARD B. MYERS 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 FOR 2007 Mgmt For For
03 SHAREOWNER PROPOSAL: DIRECTOR TERM LIMITS Shr Against For
04 SHAREOWNER PROPOSAL: FOREIGN MILITARY SALES Shr Against For
05 SHAREOWNER PROPOSAL: POLITICAL CONTRIBUTIONS Shr Against For
06 SHAREOWNER PROPOSAL: ADVISORY RESOLUTION TO Shr Against For
RATIFY EXECUTIVE COMPENSATION
07 SHAREOWNER PROPOSAL: PAY-FOR-SUPERIOR-PERFORMANCE Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
UNITEDHEALTH GROUP INCORPORATED Agenda Number: 932703564
- --------------------------------------------------------------------------------------------------------------------------
Security: 91324P102
Meeting Type: Annual
Meeting Date: 29-May-2007
Ticker: UNH
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM C. BALLARD, JR. Mgmt For For
RICHARD T. BURKE Mgmt For For
STEPHEN J. HEMSLEY Mgmt For For
ROBERT J. DARRETTA Mgmt For For
02 AMENDMENT TO ARTICLES OF INCORPORATION REQUIRING Mgmt For For
A MAJORITY VOTE FOR ELECTION OF DIRECTORS
03 AMENDMENT TO ARTICLES OF INCORPORATION AND BYLAWS Mgmt For For
PROVIDING FOR THE ANNUAL ELECTION OF ALL MEMBERS
OF THE BOARD OF DIRECTORS
04 AMENDMENT TO ARTICLES OF INCORPORATION AND BYLAWS Mgmt For For
TO ELIMINATE SUPERMAJORITY PROVISIONS FOR THE
REMOVAL OF DIRECTORS
05 AMENDMENT TO ARTICLES OF INCORPORATION TO ELIMINATE Mgmt For For
SUPERMAJORITY PROVISIONS RELATING TO CERTAIN
BUSINESS COMBINATIONS
06 ADOPTION OF RESTATED ARTICLES OF INCORPORATION Mgmt For For
07 RATIFICATION OF DELOITTE & TOUCHE LLP AS INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL
YEAR ENDING DECEMBER 31, 2007
08 SHAREHOLDER PROPOSAL CONCERNING PERFORMANCE-VESTING Shr For Against
SHARES
09 SHAREHOLDER PROPOSAL CONCERNING SUPPLEMENTAL Shr For Against
EXECUTIVE RETIREMENT PLAN
10 SHAREHOLDER PROPOSAL CONCERNING AN ADVISORY Shr For Against
RESOLUTION ON COMPENSATION OF NAMED EXECUTIVE
OFFICERS
11 SHAREHOLDER PROPOSAL RELATING TO SHAREHOLDER Shr For Against
NOMINEES FOR ELECTION TO UNITEDHEALTH GROUP
S BOARD OF DIRECTORS
- --------------------------------------------------------------------------------------------------------------------------
UPM-KYMMENE CORP Agenda Number: 701139962
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Security: X9518S108
Meeting Type: OGM
Meeting Date: 27-Mar-2007
Ticker:
ISIN: FI0009005987
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Votable
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 Non-Votable
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 THIS IS AN AGM. THANK YOU. Non-Voting Non-Votable
1.1 Receive the financial statements and the statutory Non-Voting Non-Votable
reports
1.2 Receive the Auditors report Non-Voting Non-Votable
1.3 Receive the financial statements and the statutory Mgmt For For
reports
1.4 Approve the allocation of income and dividends Mgmt For For
of EUR 0.75 per share
1.5 Grant discharge to the Board and the President Mgmt For For
1.6 Approve the remuneration of the Directors and Mgmt Against Against
the Auditors
1.7 Approve to fix number of Directors at 11 Mgmt For For
1.8.a Re-elect Mr. Michael Bottenheim as a Director Mgmt For For
1.8.b Re-elect Mr. Berndt Brunow as a Director Mgmt For For
1.8.c Re-elect Mr. Karl Grotenfeld as a Director Mgmt For For
1.8.d Re-elect Mr. Georg Holzhey as a Director Mgmt For For
1.8.e Re-elect Mr. Wendy Lane as a Director Mgmt For For
1.8.f Re-elect Mr. Jorma Ollila as a Director Mgmt For For
1.8.g Re-elect Mr. Ursula Ranin as a Director Mgmt For For
1.8.h Re-elect Mr. Francoise Sampermans as a Director Mgmt For For
1.8.i Re-elect Mr. Vesa Vainio as a Director Mgmt For For
1.8.j Elect Mr. Veli- Matti Reinikkala as a new Directors Mgmt For For
1.8.k Elect Mr. Jussi Pesonen as a new Directors Mgmt For For
1.9 Appoint PricewaterhouseCoopers as the Auditors Mgmt For For
and appoint the Deputy Auditors
2. Amend the Articles regarding the delete references Mgmt For For
to minimum and maximum share capital delete
provision on the Directors retirement age
other amendments
3. Grant authority to repurchase of up to 10% of Mgmt For For
issued share capital
4. Approve the creation of pool of capital without Mgmt For For
preemptive rights
5. Amend 19 MAR 2002 and 31 MAR 2005 Option Programs Mgmt For For
regarding record subscription prices in invested
non-restricted Equity Fund
6. Approve the reduction in share premium reserve Mgmt For For
and legal reserve
7. Approve Stock Option Plan for key employees Mgmt For For
and Company subsidiaries and approve the creation
of pool of conditional capital to guarantee
conversion rights
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VERIZON COMMUNICATIONS INC. Agenda Number: 932647401
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Security: 92343V104
Meeting Type: Annual
Meeting Date: 03-May-2007
Ticker: VZ
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: JAMES R. BARKER Mgmt Non-Votable
1B ELECTION OF DIRECTOR: RICHARD L. CARRION Mgmt Non-Votable
1C ELECTION OF DIRECTOR: M. FRANCES KEETH Mgmt Non-Votable
1D ELECTION OF DIRECTOR: ROBERT W. LANE Mgmt Non-Votable
1E ELECTION OF DIRECTOR: SANDRA O. MOOSE Mgmt Non-Votable
1F ELECTION OF DIRECTOR: JOSEPH NEUBAUER Mgmt Non-Votable
1G ELECTION OF DIRECTOR: DONALD T. NICOLAISEN Mgmt Non-Votable
1H ELECTION OF DIRECTOR: THOMAS H. O BRIEN Mgmt Non-Votable
1I ELECTION OF DIRECTOR: CLARENCE OTIS, JR. Mgmt Non-Votable
1J ELECTION OF DIRECTOR: HUGH B. PRICE Mgmt Non-Votable
1K ELECTION OF DIRECTOR: IVAN G. SEIDENBERG Mgmt Non-Votable
1L ELECTION OF DIRECTOR: WALTER V. SHIPLEY Mgmt Non-Votable
1M ELECTION OF DIRECTOR: JOHN W. SNOW Mgmt Non-Votable
1N ELECTION OF DIRECTOR: JOHN R. STAFFORD Mgmt Non-Votable
1O ELECTION OF DIRECTOR: ROBERT D. STOREY Mgmt Non-Votable
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt Non-Votable
PUBLIC ACCOUNTING FIRM.
03 ELIMINATE STOCK OPTIONS Shr Non-Votable
04 SHAREHOLDER APPROVAL OF FUTURE SEVERANCE AGREEMENTS Shr Non-Votable
05 COMPENSATION CONSULTANT DISCLOSURE Shr Non-Votable
06 ADVISORY VOTE ON EXECUTIVE COMPENSATION Shr Non-Votable
07 LIMIT SERVICE ON OUTSIDE BOARDS Shr Non-Votable
08 SHAREHOLDER APPROVAL OF FUTURE POISON PILL Shr Non-Votable
09 REPORT ON CHARITABLE CONTRIBUTIONS Shr Non-Votable
- --------------------------------------------------------------------------------------------------------------------------
VOLVO AKTIEBOLAGET Agenda Number: 701153621
- --------------------------------------------------------------------------------------------------------------------------
Security: 928856301
Meeting Type: OGM
Meeting Date: 04-Apr-2007
Ticker:
ISIN: SE0000115446
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting Non-Votable
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Votable
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 Non-Votable
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 Non-Votable
OPTION IN SWEDEN. THANK YOU.
1. Opening of the meeting Non-Voting Non-Votable
2. Elect Mr. Sven Unger, Lawyer as the Chairman Mgmt For For
of the meeting
3. Approve the verification of the voting list Mgmt For For
4. Approve the agenda Mgmt For For
5. Elect the minutes-checkers and vote controllers Mgmt For For
6. Approve to determine whether the meeting has Mgmt For For
been duly convened
7. Receive the work of the Board Committees Non-Voting Non-Votable
8. Receive the annual report and the Auditors Non-Voting Non-Votable
report as well as the consolidated accounts
and the Auditors report on the consolidated
accounts; in connection therewith, the President
s account of the operations
9. Adopt the income statement and balance sheet Mgmt For For
and the consolidated income statement and consolidated
balance sheet
10. Approve the disposition of the Company s profits Mgmt For For
in the form of a dividend of SEK 25.00 per
share be in cash, as specified
11. Grant discharge to the Members of the Board Mgmt For For
and the President from liability
12. Elect the Member to the Board of Directors to Mgmt For For
9 and there are no Deputy Members Committee
13. Approve the remuneration to be paid to the Board Mgmt For For
of Directors amount to SEK 5,725,000.00 and
that it shall be distributed among the Members
as follows: the Chairman of the Board is awarded
SEK 1,500,000.00 and each of the other Members
SEK 500,000.00, with the exception of the President;
further, the Chairman of the Audit Committee
is awarded SEK 250,000.00 and the other 2 Members
of the Audit Committee SEK 125,000.00 each
and the Members of the Remuneration Committee
SEK 75,000.00 each; accordingly, that the base
fee to the Chairman and each of the other Members
is increased by approximately 11%
14. Approve to determine the remuneration to be Mgmt For For
paid to the Auditors based on invoices for
the examination of the accounts and the Management
and for the audit of the consolidated financial
statements
15. Re-elect Messrs. Peter Bijur, Per-Olof Eriksson, Mgmt Against Against
Tom Hedelius, Leif Johansson, Finn Johnsson
as a Chairman, Philippe Klein, Louis Schweitzer
and Ying Yeh and elect Mr. Lars Westerberg
as the Board of Directors
16. Elect PricewaterhouseCoopers AB, Authorize Public Mgmt For For
Accountants, as the Auditors for a period of
3 years
17. Approve to revise the instructions for the Election Mgmt For For
Committee; elect the Chairman of the Board,
Mr. Finn Johnsson, Messrs. Carl-Olof By, representing
Svenska Handelsbanken, SHB Pension Fund, SHB
Pensionskassa, SHB Employee Fund and Oktogonen,
Lars Forberg, representing Violet Partners
LP, Bjorn Lind, representing SEB Fonder/ Trygg
Forsakring and Thierry Moulonguet, representing
Renault s.a.s., are elected Members of the
Election Committee and that no fees be paid
to the Members of the Election Committee
18.A Approve to change the wording of the Articles Mgmt For For
of Association, to the effect that the permitted
range of the number of shares be increased
from a minimum of 300,000,000 and a maximum
of 1,200,000,000 to a minimum of 1,000,000,000
and a maximum of 4,000,000,000
18.B Approve to change the quota value of the share Mgmt For For
the share capital divided by the number of
shares by way of a so called share split,
so that each share be divided into 6 shares,
of which one is to be named redemption share
in the VPC system and be redeemed in the manner
described under Section C below; the record
date at VPC AB the Swedish Central Security
Depository for implementation of the share
split is set to 30 APR 2007; after implementation
of the share split, the number of shares in
the Company will increase from 425,684,044
to 2,554,104,264 each share with a quota value
of SEK 1.00
18.C Approve to reduce the share capital of the Company Mgmt For For
for repayment to the shareholders by SEK 425,684,044.00
the reduction amount by way of redemption
of 425,684,044 shares, of which 135,520,326
are shares of Series A and 290,163,718 are
shares of Series B; the shares that are to
be redeemed are the shares which, after implementation
of the share split in accordance with Section
B above, are named redemption shares in the
VPC system; the reduction of the share capital
is repayment to the shareholders and, to the
extent that the reduction of the share capital
is implemented by way of redemption of shares
held by the Company, for transfer to a fund
to be used pursuant to a resolution adopted
by the general meeting; for each redeemed share
irrespective of the series of shares a redemption
price of SEK 25.00 is to be paid in cash, of
which SEK 24.00 exceeds the quota value of
the share; in addition to the reduction amount,
a total amount of SEK 9,715,166,160.00 calculated
on the basis of the number of outstanding shares
at 31 DEC 2006 will be distributed, by use
of the Company s non-restricted equity; payment
for the redeemed shares is to be made as early
as possible, however not later than ten banking
days after the Swedish Companies Registration
Office s registration of all resolutions pursuant
to Sections A-D; after implementation of the
reduction of the share capital, the Company
s share capital will amount to SEK 2,128,420,220.00
divided on, in total, 2,128,420,220 shares,
of which 677,601,630 are shares of Series A
and 1,450,818,590 are shares of Series B, each
share with a quota value of SEK 1.00. Apart
from the reduction of the share capital, the
Company s restricted shareholders equity will
not be affected, as specified
18.D Approve to increase the share capital of the Mgmt For For
Company by way of a bonus issue by SEK 425,684,044.00
to SEK 2,554,104,264.00, by a transfer of SEK
425,684,044.00 from the non-restricted equity;
no new shares are to be issued in connection
with the increase of the share capital; the
number of shares of the Company will, after
implementation of the increase of the share
capital, be 2,128,420,220, of which 677,601,630
are shares of Series A and 1,450,818,590 are
shares of Series B, each share with a quota
value of SEK 1:20
18.E Authorize the Company s Chief Executive Officer Mgmt For For
to make such minor adjustments of the resolutions
pursuant to Sections A-D above that may be
required in connection with the registration
of the resolutions by the Swedish Companies
Registration Office or VPC AB
19. Approve the remuneration policy for Senior Executives: Mgmt For For
1) guiding principles for remuneration and
other terms of employment as specified, 2)
the principles for fixed salaries as specified,
3) the principal terms of variable salary and
incentive schemes, including the relation between
fixed and variable components of the remuneration
and the linkage between performance and remuneration
as specified, 4) the principal terms of non-monetary
benefits, pension, notice of termination and
severance pay as specified, 5) the Board s
preparation and decision-making on issue concerning
remuneration and other terms of employment
for the group executive committee as specified,
6) deviations from this policy as specified,
7) deviations from an earlier approved policy
as specified, 8) information on earlier decisions
on remuneration that has not become due for
payment at the time of the AGM S consideration
of the policy as specified
20.A Approve the Share-based Incentive Program 2007/2008 Mgmt Against Against
for Senior Executives, since 2004, Volvo has
had a yearly recurring share-based incentive
program decided by the AGM; after preparation
of the proposal by the remuneration committee,
that the AGM also this year resolve to implement
a share-based incentive program during the
second financial quarter of 2007 Program
for Senior Executives within the Volvo Group,
including members of the Group Executive committee
and other executives that the Board nominates
Participants; the reason for the proposal
is that the Board considers it to be in the
interest of the Company that the Senior Executives
are given personal incentives that are linked
to the financial performance of the Volvo Group;
the conditions for the Program are mainly as
follows; 1) approve under the program, a maximum
of 518,000 series B Shares Shares can be
allotted to a maximum of 240 Participants during
the first six months of 2008; the number of
shares to be allotted shall be related to the
degree of fulfillment of certain financial
goals for the 2007 FY determined by the Board;
2) preferential rights to acquire shares shall
accrue to the participants; the President and
Chief Executive Officer Leif Johansson may
receive a maximum of 8,000 shares while the
other participants may receive a maximum of
2,000-4,000 shares each; 3) participants not
resident in Sweden at the time of allotment
shall, instead of shares, receive an amount
in cash corresponding to the market value of
the shares at the time of allotment; 4) the
participants shall not pay anything for their
rights under the program; 5) The shares to
be allotted under the program shall be existing
shares; the Company may fulfill its obligations
to deliver shares under the program either
through a third party, which would acquire
and transfer the Shares in its own name, or,
subject to the approval by the AGM of item
B below, by transferring shares held by the
Company treasury stock; 6) A participant
may receive shares or cash only, with certain
exceptions, if the participant remains employed
within the Volvo Group at the time of allotment.
7) Shares may be transferred on one or more
occasions; 8) The Chairman of the Board is
entitled to determine additional terms for
the program; 9) assuming that the maximum amount
of shares (518,000) is allotted, the Company
s cost for the program will amount to a maximum
of SEK 287 M including social fees, calculated
on a Share price at the implementation of the
program of SEK 480.00; if the Annual General
Meeting approves the proposal made by the Board
of Directors of a 6:1 share split combined
with redemption of every sixth share and a
bonus issue, then all numbers of shares set
out above shall be multiplied by five as specified
20.B Approve the transfer of repurchased shares in Mgmt Against Against
the Company to the participants in the program;
approve the transfer of shares in the Company
held by the Company itself at any time to the
participants in order to fulfill the Company
s undertakings in accordance with the program;
the advantage for the Company of being able
to use treasury shares is that the Company
s cash does not need to be used in order to
acquire shares in the event of an allotment;
the terms of the proposal are principally as
follows;1) Not more than 518,000 Shares may
be transferred; 2) preferential rights to acquire
shares shall accrue to the participants who
are entitled to acquire shares in accordance
with the terms and conditions of the Program;
3) The preferential rights of participants
to acquire shares are to be exercised during
the first six months of 2008; 4) the participants
shall not pay anything for the shares acquired
under the program; 5) Shares may be transferred
on one or more occasions; if the AGM approves
the proposal made by the Board of Directors
of a 6:1 share split combined with redemption
of every sixth share and a bonus issue, then
the number of shares set out above shall be
multiplied by 5; the reason for deviation from
shareholders preferential rights is to minimize
the cash flow effects of fulfilling the commitments
under the program
- --------------------------------------------------------------------------------------------------------------------------
WACHOVIA CORPORATION Agenda Number: 932640801
- --------------------------------------------------------------------------------------------------------------------------
Security: 929903102
Meeting Type: Annual
Meeting Date: 17-Apr-2007
Ticker: WB
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ERNEST S. RADY*** Mgmt Non-Votable
JERRY GITT** Mgmt Non-Votable
JOHN T. CASTEEN, III* Mgmt Non-Votable
MARYELLEN C. HERRINGER* Mgmt Non-Votable
JOSEPH NEUBAUER* Mgmt Non-Votable
TIMOTHY D. PROCTOR* Mgmt Non-Votable
VAN L. RICHEY* Mgmt Non-Votable
DONA DAVIS YOUNG* Mgmt Non-Votable
02 A WACHOVIA PROPOSAL TO AMEND WACHOVIA S ARTICLES Mgmt Non-Votable
OF INCORPORATION TO ELIMINATE THE PROVISIONS
CLASSIFYING THE TERMS OF ITS BOARD OF DIRECTORS.
03 A WACHOVIA PROPOSAL TO AMEND WACHOVIA S ARTICLES Mgmt Non-Votable
OF INCORPORATION TO PROVIDE FOR MAJORITY VOTING
IN UNCONTESTED DIRECTOR ELECTIONS.
04 A WACHOVIA PROPOSAL TO RATIFY THE APPOINTMENT Mgmt Non-Votable
OF KPMG LLP AS AUDITORS FOR THE YEAR 2007.
05 A STOCKHOLDER PROPOSAL REGARDING NON-BINDING Shr Non-Votable
STOCKHOLDER VOTE RATIFYING EXECUTIVE COMPENSATION.
06 A STOCKHOLDER PROPOSAL REGARDING QUALIFICATIONS Shr Non-Votable
OF DIRECTOR NOMINEES.
07 A STOCKHOLDER PROPOSAL REGARDING REPORTING POLITICAL Shr Non-Votable
CONTRIBUTIONS.
08 A STOCKHOLDER PROPOSAL REGARDING SEPARATING Shr Non-Votable
THE OFFICES OF CHAIRMAN AND CHIEF EXECUTIVE
OFFICER.
- --------------------------------------------------------------------------------------------------------------------------
WAL-MART STORES, INC. Agenda Number: 932700669
- --------------------------------------------------------------------------------------------------------------------------
Security: 931142103
Meeting Type: Annual
Meeting Date: 01-Jun-2007
Ticker: WMT
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: AIDA M. ALVAREZ Mgmt For For
1B ELECTION OF DIRECTOR: JAMES W. BREYER Mgmt For For
1C ELECTION OF DIRECTOR: M. MICHELE BURNS Mgmt For For
1D ELECTION OF DIRECTOR: JAMES I. CASH, JR. Mgmt For For
1E ELECTION OF DIRECTOR: ROGER C. CORBETT Mgmt For For
1F ELECTION OF DIRECTOR: DOUGLAS N. DAFT Mgmt For For
1G ELECTION OF DIRECTOR: DAVID D. GLASS Mgmt For For
1H ELECTION OF DIRECTOR: ROLAND A. HERNANDEZ Mgmt For For
1I ELECTION OF DIRECTOR: ALLEN I. QUESTROM Mgmt For For
1J ELECTION OF DIRECTOR: H. LEE SCOTT, JR. Mgmt For For
1K ELECTION OF DIRECTOR: JACK C. SHEWMAKER Mgmt Against Against
1L ELECTION OF DIRECTOR: JIM C. WALTON Mgmt For For
1M ELECTION OF DIRECTOR: S. ROBSON WALTON Mgmt For For
1N ELECTION OF DIRECTOR: CHRISTOPHER J. WILLIAMS Mgmt For For
1O ELECTION OF DIRECTOR: LINDA S. WOLF Mgmt For For
02 RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT Mgmt For For
ACCOUNTANTS
03 CHARITABLE CONTRIBUTIONS REPORT Shr Against For
04 UNIVERSAL HEALTH CARE POLICY Shr Against For
05 PAY-FOR-SUPERIOR-PERFORMANCE Shr For Against
06 EQUITY COMPENSATION GLASS CEILING Shr Against For
07 COMPENSATION DISPARITY Shr Against For
08 BUSINESS SOCIAL RESPONSIBILITY REPORT Shr Against For
09 EXECUTIVE COMPENSATION VOTE Shr For Against
10 POLITICAL CONTRIBUTIONS REPORT Shr Against For
11 SOCIAL AND REPUTATION IMPACT REPORT Shr Against For
12 CUMULATIVE VOTING Shr For Against
13 QUALIFICATIONS FOR DIRECTOR NOMINEES Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
WASHINGTON MUTUAL, INC. Agenda Number: 932644722
- --------------------------------------------------------------------------------------------------------------------------
Security: 939322103
Meeting Type: Annual
Meeting Date: 17-Apr-2007
Ticker: WM
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ANNE V. FARRELL Mgmt Non-Votable
STEPHEN E. FRANK Mgmt Non-Votable
KERRY K. KILLINGER Mgmt Non-Votable
THOMAS C. LEPPERT Mgmt Non-Votable
CHARLES M. LILLIS Mgmt Non-Votable
PHILLIP D. MATTHEWS Mgmt Non-Votable
REGINA T. MONTOYA Mgmt Non-Votable
MICHAEL K. MURPHY Mgmt Non-Votable
MARGARET OSMER MCQUADE Mgmt Non-Votable
MARY E. PUGH Mgmt Non-Votable
WILLIAM G. REED, JR. Mgmt Non-Votable
ORIN C. SMITH Mgmt Non-Votable
JAMES H. STEVER Mgmt Non-Votable
02 COMPANY PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt Non-Votable
DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT
AUDITOR FOR 2007
03 SHAREHOLDER PROPOSAL RELATING TO THE COMPANY Shr Non-Votable
S EXECUTIVE RETIREMENT PLAN POLICIES
04 SHAREHOLDER PROPOSAL RELATING TO THE COMPANY Shr Non-Votable
S DIRECTOR ELECTION PROCESS
05 SHAREHOLDER PROPOSAL RELATING TO THE COMPANY Shr Non-Votable
S DIRECTOR NOMINEE QUALIFICATION REQUIREMENTS
- --------------------------------------------------------------------------------------------------------------------------
WELLS FARGO & COMPANY Agenda Number: 932643643
- --------------------------------------------------------------------------------------------------------------------------
Security: 949746101
Meeting Type: Annual
Meeting Date: 24-Apr-2007
Ticker: WFC
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: JOHN S. CHEN. Mgmt For For
1B ELECTION OF DIRECTOR: LLOYD H. DEAN. Mgmt For For
1C ELECTION OF DIRECTOR: SUSAN E. ENGEL. Mgmt For For
1D ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR. Mgmt For For
1E ELECTION OF DIRECTOR: ROBERT L. JOSS. Mgmt For For
1F ELECTION OF DIRECTOR: RICHARD M. KOVACEVICH. Mgmt For For
1G ELECTION OF DIRECTOR: RICHARD D. MCCORMICK. Mgmt For For
1H ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN. Mgmt For For
1I ELECTION OF DIRECTOR: NICHOLAS G. MOORE. Mgmt For For
1J ELECTION OF DIRECTOR: PHILIP J. QUIGLEY. Mgmt For For
1K ELECTION OF DIRECTOR: DONALD B. RICE. Mgmt For For
1L ELECTION OF DIRECTOR: JUDITH M. RUNSTAD. Mgmt For For
1M ELECTION OF DIRECTOR: STEPHEN W. SANGER. Mgmt For For
1N ELECTION OF DIRECTOR: SUSAN G. SWENSON. Mgmt For For
1O ELECTION OF DIRECTOR: JOHN G. STUMPF. Mgmt For For
1P ELECTION OF DIRECTOR: MICHAEL W. WRIGHT. Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP Mgmt For For
AS INDEPENDENT AUDITORS FOR 2007.
03 STOCKHOLDER PROPOSAL REGARDING SEPARATION OF Shr Against For
BOARD CHAIRMAN AND CEO POSITIONS.
04 STOCKHOLDER PROPOSAL REGARDING AN ADVISORY VOTE Shr Against For
ON EXECUTIVE COMPENSATION.
05 STOCKHOLDER PROPOSAL REGARDING ADOPTION OF A Shr Against For
POLICY LIMITING BENEFITS UNDER SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN.
06 STOCKHOLDER PROPOSAL REGARDING A REPORT ON HOME Shr Against For
MORTGAGE DISCLOSURE ACT (HMDA) DATA.
07 STOCKHOLDER PROPOSAL REGARDING EMISSION REDUCTION Shr Against For
GOALS FOR WELLS FARGO AND ITS CUSTOMERS.
- --------------------------------------------------------------------------------------------------------------------------
WEYERHAEUSER COMPANY Agenda Number: 932642615
- --------------------------------------------------------------------------------------------------------------------------
Security: 962166104
Meeting Type: Annual
Meeting Date: 19-Apr-2007
Ticker: WY
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
STEVEN R. ROGEL Mgmt For For
DEBRA A. CAFARO Mgmt For For
RICHARD H. SINKFIELD Mgmt For For
D. MICHAEL STEUERT Mgmt For For
JAMES N. SULLIVAN Mgmt For For
KIM WILLIAMS Mgmt For For
02 SHAREHOLDER PROPOSAL ON POLITICAL CONTRIBUTIONS Shr Against For
03 SHAREHOLDER PROPOSAL ON MAJORITY VOTE Shr For Against
04 SHAREHOLDER PROPOSAL ON WOOD SUPPLY Shr Against For
05 APPROVAL, ON AN ADVISORY BASIS, OF THE APPOINTMENT Mgmt For For
OF AUDITORS
- --------------------------------------------------------------------------------------------------------------------------
WINDSTREAM CORPORATION Agenda Number: 932658202
- --------------------------------------------------------------------------------------------------------------------------
Security: 97381W104
Meeting Type: Annual
Meeting Date: 09-May-2007
Ticker: WIN
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
S.E. "SANDY" BEALL, III Mgmt Non-Votable
DENNIS E. FOSTER Mgmt Non-Votable
FRANCIS X. FRANTZ Mgmt Non-Votable
JEFFERY R. GARDNER Mgmt Non-Votable
JEFFREY T. HINSON Mgmt Non-Votable
JUDY K. JONES Mgmt Non-Votable
WILLIAM A. MONTGOMERY Mgmt Non-Votable
FRANK E. REED Mgmt Non-Votable
02 APPROVE THE WINDSTREAM PERFORMANCE INCENTIVE Mgmt Non-Votable
COMPENSATION PLAN
03 RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt Non-Votable
LLP AS WINDSTREAM S INDEPENDENT REGISTERED
PUBLIC ACCOUNTANT FOR 2007
04 REQUIRED EQUITY AWARDS TO BE HELD Shr Non-Votable
- --------------------------------------------------------------------------------------------------------------------------
WOLTERS KLUWER NV Agenda Number: 701192899
- --------------------------------------------------------------------------------------------------------------------------
Security: ADPV09931
Meeting Type: AGM
Meeting Date: 20-Apr-2007
Ticker:
ISIN: NL0000395903
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting Non-Votable
AT THIS GENERAL MEETING ARE RELAXED. BLOCKING
PERIOD ENDS ONE DAY AFTER THE REGISTRATION
DATE SET ON 29 MAR 2007. SHARES CAN BE TRADED
THEREAFTER. THANK YOU.
1. Opening Non-Voting Non-Votable
2.a Receive the report of the Executive Board for Non-Voting Non-Votable
2006
2.b Receive the report of the Supervisory Board Non-Voting Non-Votable
for 2006
3.a Receive the policy on additions to reserves Non-Voting Non-Votable
and dividend
3.b Adopt the financial statements and annual reports Mgmt Take No Action
for 2006
3.c Approve to distribute a dividend of EUR 0.58 Mgmt Take No Action
per ordinary share in cash, or at the option
if the holders of ordinary shares, in the form
of ordinary shares
4.a Approve to release the Members of the Executive Mgmt Take No Action
Board from liability for the exercise of their
duties, as stipulated in Article 28 of the
Articles of Association
4.b Approve to release the Members of the Supervisory Mgmt Take No Action
Board from liability for the exercise of their
duties, as stipulated in Article 28 of the
Articles of Association
5. Amend the Articles of Association Mgmt Take No Action
6. Appoint Mr. B. F. J. A. Angelici as a Member Mgmt Take No Action
of the Supervisory Board
7. Appoint Mr. J. J. Lynch, Jr. as a Member of Mgmt Take No Action
the Executive Board
8. Approve to determine the remuneration of the Mgmt Take No Action
Members of the Supervisory Board
9. Amend the Remuneration Policy and long-term Mgmt Take No Action
Incentive Plan of the Executive Board
10.a Authorize the Executive Board to issue shares Mgmt Take No Action
and/or grant rights to subscribe for shares
10.b Authorize the Executive Board to restrict or Mgmt Take No Action
exclude pre-emptive rights
11. Authorize the Executive Board to acquire own Mgmt Take No Action
shares
12. Any other business Non-Voting Non-Votable
13. Closing Non-Voting Non-Votable
- --------------------------------------------------------------------------------------------------------------------------
WYETH Agenda Number: 932650434
- --------------------------------------------------------------------------------------------------------------------------
Security: 983024100
Meeting Type: Annual
Meeting Date: 26-Apr-2007
Ticker: WYE
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: ROBERT ESSNER Mgmt For For
1B ELECTION OF DIRECTOR: JOHN D. FEERICK Mgmt For For
1C ELECTION OF DIRECTOR: FRANCES D. FERGUSSON, Mgmt For For
PH.D.
1D ELECTION OF DIRECTOR: VICTOR F. GANZI Mgmt For For
1E ELECTION OF DIRECTOR: ROBERT LANGER, SC.D. Mgmt For For
1F ELECTION OF DIRECTOR: JOHN P. MASCOTTE Mgmt For For
1G ELECTION OF DIRECTOR: RAYMOND J. MCGUIRE Mgmt For For
1H ELECTION OF DIRECTOR: MARY LAKE POLAN, M.D., Mgmt For For
PH.D., M.P.H.
1I ELECTION OF DIRECTOR: BERNARD POUSSOT Mgmt For For
1J ELECTION OF DIRECTOR: GARY L. ROGERS Mgmt For For
1K ELECTION OF DIRECTOR: IVAN G. SEIDENBERG Mgmt For For
1L ELECTION OF DIRECTOR: WALTER V. SHIPLEY Mgmt For For
1M ELECTION OF DIRECTOR: JOHN R. TORELL III Mgmt For For
02 VOTE TO RATIFY PRICEWATERHOUSECOOPERS LLP AS Mgmt For For
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2007
03 VOTE TO AMEND THE CERTIFICATE OF INCORPORATION Mgmt For For
TO ELIMINATE SUPERMAJORITY VOTE REQUIREMENTS
04 VOTE TO AMEND AND RESTATE THE 2005 STOCK INCENTIVE Mgmt For For
PLAN FOR TAX COMPLIANCE
05 DISCLOSURE OF ANIMAL WELFARE POLICY Shr Against For
06 REPORT ON LIMITING SUPPLY OF PRESCRIPTION DRUGS Shr Against For
IN CANADA
07 DISCLOSURE OF POLITICAL CONTRIBUTIONS Shr Against For
08 RECOUPMENT OF INCENTIVE BONUSES Shr Against For
09 INTERLOCKING DIRECTORSHIPS Shr Against For
10 PROPOSAL WITHDRAWN. NON-VOTABLE REQUIRED Mgmt Take No Action
11 SEPARATING THE ROLES OF CHAIRMAN AND CEO Shr Against For
12 STOCKHOLDER ADVISORY VOTE ON COMPENSATION Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
ZIMMER HOLDINGS, INC. Agenda Number: 932648578
- --------------------------------------------------------------------------------------------------------------------------
Security: 98956P102
Meeting Type: Annual
Meeting Date: 07-May-2007
Ticker: ZMH
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: LARRY C. GLASSCOCK Mgmt For For
1B ELECTION OF DIRECTOR: JOHN L. MCGOLDRICK Mgmt For For
02 AUDITOR RATIFICATION Mgmt For For
03 AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION Mgmt For For
TO REQUIRE ANNUAL ELECTION OF ALL DIRECTORS
04 STOCKHOLDER PROPOSAL TO ADOPT SIMPLE MAJORITY Shr For Against
VOTE
- --------------------------------------------------------------------------------------------------------------------------
ZIONS BANCORPORATION Agenda Number: 932657123
- --------------------------------------------------------------------------------------------------------------------------
Security: 989701107
Meeting Type: Annual
Meeting Date: 04-May-2007
Ticker: ZION
ISIN:
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROGER B. PORTER Mgmt Non-Votable
L.E. SIMMONS Mgmt Non-Votable
STEVEN C. WHEELWRIGHT Mgmt Non-Votable
02 TO RATIFY THE APPOINTMENT OF THE COMPANY S INDEPENDENT Mgmt Non-Votable
AUDITORS FOR FISCAL 2007.
03 TO TRANSACT ANY OTHER SUCH BUSINESS AS MAY PROPERLY Mgmt Non-Votable
COME BEFORE THE MEETING.
* Management position unknown
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) Eaton Vance Tax-Managed Diversified Equity Income Fund
By (Signature) /s/ Duncan W. Richardson
Name Duncan W. Richardson
Title President
Date 08/28/2007