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: 811-07303
NAME OF REGISTRANT: Global Growth Portfolio
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 255 State Street
Boston, MA 02109
NAME AND ADDRESS OF AGENT FOR SERVICE: Maureen A. Gemma, Esq.
255 State Street
Boston, MA 02109
REGISTRANT'S TELEPHONE NUMBER: 617-482-8260
DATE OF FISCAL YEAR END: 08/31
DATE OF REPORTING PERIOD: 07/01/2007 - 06/30/2008
Global Growth Portfolio
- --------------------------------------------------------------------------------------------------------------------------
ADDAX PETROLEUM CORPORATION Agenda Number: 932912202
- --------------------------------------------------------------------------------------------------------------------------
Security: 00652V102
Meeting Type: Annual
Meeting Date: 26-Jun-2008
Ticker: ADXTF
ISIN: CA00652V1022
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 REAPPOINTMENT OF DELOITTE & TOUCHE LLP, CHARTERED Mgmt For For
ACCOUNTANTS, AS AUDITOR OF THE CORPORATION
FOR THE ENSUING YEAR, AT SUCH REMUNERATION
AS MAY BE APPROVED BY THE AUDIT COMMITTEE OF
THE CORPORATION.
02 DIRECTOR
PETER DEY Mgmt For For
S. PAUL DE HEINRICH Mgmt For For
JEAN CLAUDE GANDUR Mgmt For For
GERRY MACEY Mgmt For For
BRIAN ANDERSON Mgmt For For
AFOLABI OLADELE Mgmt For For
JAMES DAVIE Mgmt For For
WESLEY TWISS Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
AIR FRANCE-KLM Agenda Number: 701267432
- --------------------------------------------------------------------------------------------------------------------------
Security: F01699135
Meeting Type: OGM
Meeting Date: 12-Jul-2007
Ticker:
ISIN: FR0000031122
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
French Resident Shareowners must complete, sign Non-Voting No vote
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 No vote
YOU.
O.1 Approve the financial statements and statutory Mgmt For For
reports
O.2 Approve to accept consolidated financial statements Mgmt For For
and statutory reports
O.3 Approve the allocation of income and dividends Mgmt For For
of EUR 0.48 per share
O.4 Approve the special Auditors' report regarding Mgmt For For
related-party transactions
O.5 Grant authority to repurchase up to 10% of issued Mgmt For For
Share capital
E.6 Grant authority to issue equity or equity-linked Mgmt For For
securities with pre-emptive rights up to aggregate
nominal amount of EUR 500 million
E.7 Grant authority to issue equity or equity-linked Mgmt Against Against
securities without pre-emptive rights up to
aggregate nominal amount of EUR 500 million
E.8 Approve to increase authorize capital of up Mgmt For For
to 10% of issued capital for future acquisitions
E.9 Grant authority for capitalization of reserves Mgmt For For
of Up to EUR 500 million for bonus issue or
increase in par value
E.10 Grant authority up to 0.5% of issued capital Mgmt For For
for use in restricted Stock Plan
E.11 Approve the Employee Savings-Related Share Purchase Mgmt Against Against
Plan
E.12 Amend Article 17 of By-laws Regarding: Employee Mgmt For For
Shareholder Representatives
E.13 Approve to cancel Article 29 of By-laws Regarding: Mgmt For For
Strategic Management Committee
E.14 Amend Article 31 of By-laws Regarding: Record Mgmt For For
Date
E.15 Grant authority to fill the required documents/other Mgmt For For
formalities
- --------------------------------------------------------------------------------------------------------------------------
AISIN SEIKI CO.,LTD. Agenda Number: 701610859
- --------------------------------------------------------------------------------------------------------------------------
Security: J00714105
Meeting Type: AGM
Meeting Date: 20-Jun-2008
Ticker:
ISIN: JP3102000001
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve Appropriation of Retained Earnings Mgmt For For
2.1 Appoint a Director Mgmt For For
2.2 Appoint a Director Mgmt For For
2.3 Appoint a Director Mgmt For For
2.4 Appoint a Director Mgmt For For
2.5 Appoint a Director Mgmt For For
2.6 Appoint a Director Mgmt For For
2.7 Appoint a Director Mgmt For For
2.8 Appoint a Director Mgmt For For
2.9 Appoint a Director Mgmt For For
2.10 Appoint a Director Mgmt For For
2.11 Appoint a Director Mgmt For For
2.12 Appoint a Director Mgmt For For
2.13 Appoint a Director Mgmt For For
2.14 Appoint a Director Mgmt For For
2.15 Appoint a Director Mgmt For For
2.16 Appoint a Director Mgmt For For
2.17 Appoint a Director Mgmt For For
3.1 Appoint a Corporate Auditor Mgmt Against Against
3.2 Appoint a Corporate Auditor Mgmt For For
4 Approve Payment of Bonuses to Corporate Officers Mgmt For For
5 Approve Issuance of Share Acquisition Rights Mgmt For For
as Stock Options
6 Approve Retirement Allowance for Retiring Corporate Mgmt Against Against
Officers, and Payment of Accrued Benefits associated
with Abolition of Retirement Benefit System
for Current Directors
7 Amend the Compensation to be received by Directors Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
ANGLO-IRISH BANK CORP PLC Agenda Number: 701440240
- --------------------------------------------------------------------------------------------------------------------------
Security: G03815118
Meeting Type: AGM
Meeting Date: 01-Feb-2008
Ticker:
ISIN: IE00B06H8J93
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the accounts for the YE 30 SEP 2007 Mgmt For For
and the reports of the Directors and the Auditors
thereon
2. Declare a final dividend on the ordinary shares Mgmt For For
in the capital of the Company in respect of
the YE 30 SEP 2007
3.a Re-elect Mr. Noel Harwerth as a Director, who Mgmt For For
retires in accordance with the Articles of
Association
3.b Re-elect Mr. William McAteer as a Director, Mgmt For For
who retires in accordance with the Articles
of Association
3.c Re-elect Mr. Ned Sullivan as a Director, who Mgmt For For
retires in accordance with the Articles of
Association
3.d Re-elect Mr. Lar Bradshaw as a Director, who Mgmt For For
retires in accordance with the Articles of
Association
3.e Re-elect Mr. Michael Jacob as a Director, who Mgmt Against Against
retires in accordance with the Articles of
Association
4. Authorize the Directors to determine the remuneration Mgmt For For
of the Auditors
S.5 Authorize the Company and/or any subsidiary Mgmt For For
[being a body corporate as referred to in the
European Communities [Public Limited Company
Subsidiaries] Regulations 1997] of the Company
to make market purchase [as defined by Section
212 of the Companies Act 1990 [the 1990 Act]]
of shares of any class of the Company on such
terms and conditions and in such manner as
the Directors may from time to time determine
in accordance with and subject to the provisions
of the 1990 Act, and Article 8(c) of the Articles
of Association of the Company; the reissue
price range at which any treasury shares [as
defined by Section 209 of the 1990 Act] for
the time being held by Company may be reissued
off market shall be the price range set out
in Article 8(d) of the Articles of Association
of the Company; [Authority expires the earlier
of, the conclusion of the next AGM of the Company
or 30 APR 2009]
S.6 Amend Article 8(a) of the Articles of Association Mgmt For For
of the Company as specified
S.7 Authorize the Directors, for the purposes of Mgmt For For
Section 24 of the Companies [Amendment] Act
1983 [the 1983 Act], to allot equity securities
for cash pursuant to and in accordance with
Article 8(b) of the Articles of Association
of the Company; [Authority expires the earlier
of, the conclusion of the next AGM of the Company
or 30 APR 2009]
8. Approve the Rules of the Anglo Irish Bank Corporation Mgmt For For
plc 2008 Performance Share Award Plan [the
Performance Share Plan], as specified and authorize
the Directors to: (a) adopt the Performance
Share Plan and make such modifications to the
Performance Share Plan as they may consider
appropriate to take account of the requirements
of best practice and to do all such other acts
and things as they may consider appropriate
to implement the Performance Share Plan; and,
(b) establish further plans based on the Performance
Share Plan but modified to take account of
local tax, exchange control or securities laws
in overseas territories, provided that any
shares made available under such plans are
treated as counting against the limits on individual
or overall participation in the Performance
Share Plan
9. Approve, subject to the passing the Resolution Mgmt For For
8, the amended Rules of the Anglo Irish Bank
Corporation plc 1999 Share Option Scheme [the
Amended Rules] and authorize the Directors
to adopt them and to make such modifications
as they may consider appropriate to take account
of the requirements of best practice and to
do all such other acts and things as they may
consider appropriate to implement the Amended
Rules
- --------------------------------------------------------------------------------------------------------------------------
ATLAS COPCO AB, NACKA Agenda Number: 701500705
- --------------------------------------------------------------------------------------------------------------------------
Security: W10020134
Meeting Type: OGM
Meeting Date: 24-Apr-2008
Ticker:
ISIN: SE0000122467
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No vote
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION
TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE
TO BE LODGED
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE Non-Voting No vote
OPTION IN SWEDEN. THANK YOU.
PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting No vote
1. Opening of the meeting and elect Mr. Sune Carlsson Mgmt For For
as a Chairman of the Committee
2. Approve the voting list Mgmt For For
3. Approve the agenda Mgmt For For
4. Elect 1 or 2 persons to approve the minutes Mgmt For For
5. Approve to determine whether the meeting has Mgmt For For
been properly convened or not
6. Receive the annual report and the Auditor's Mgmt For For
report as well as the consolidated annual report
and the consolidated Auditor's report
7. The President's speech and questions from shareholders Mgmt For For
to the Board of Directors and the Management
8. Receive the report on the functions of and work Mgmt For For
performed by the Board of Directors and its
Audit Committee
9.a Approve the profit and loss account and the Mgmt For For
balance sheet as well as the consolidated profit
and loss account and the consolidated balance
sheet as well as the presentation by the Auditor
9.b Grant discharge from liability to the Board Mgmt For For
Members and the President
9.c Approve a dividend for 2007 is decided to be Mgmt For For
SEK 3.00 per share according to the approved
balance sheet
9.d Approve 29 APR 2008 as the record day for the Mgmt For For
dividend, and the dividend is expected to be
distributed by VPC on 05 MAY 2008
10. Approve to determine the number of Board Members Mgmt For For
at 8 and Deputy Members to be elected at the
meeting
11. Re-elect Messrs. Sune Carlsson, Jacob Wallenberg, Mgmt Against Against
Gunnar Brock, Staffan Bohman, Ulla Litzen,
Anders Ullberg as the Board Members; and elect
Messrs. Margareth Ovrum and Johan Forssell
as the new Members of the Board and Mr. Sune
Carlsson as a Chairman and Mr. Jacob Wallenberg
as a Vice Chairman of the Board of Directors
12. Approve a fee of SEK 1,500,000 to the Chairman, Mgmt For For
SEK 550,000 to the Vice Chairman and SEK 450,000
to each other Board Member not employed by
the Company, a fee to the Members of the Audit
Committee of SEK 170,000 to the Chairman and
SEK 110,000 to the other 2 Members, a fee to
each of the 3 Members of the Remuneration Committee
of SEK 60,000; a fee of SEK 60,000 to each
Board Member who, in addition to the above,
participates in a Committee in accordance with
a decision of the Board of Directors; each
nominated Board Member shall have the right
to receive a part of the Board fee in the form
of synthetic shares and the remaining part
in cash; the part that could be in the form
of synthetic shares amounts, for the Chairman
to SEK 825,000, to the Vice Chairman to SEK
300,000 and to the other Board Members not
employed by the Company to SEK 250,000 and
as specified
13.a Approve the guiding principles for remuneration Mgmt For For
for the Senior Executives as specified
13.b Approve the performance related Personnel Option Mgmt For For
Program for 2008 as specified
13.c Approve the acquisition and transfer of series Mgmt For For
A shares of the Company in connection with
the personnel option program 2008 as specified
14. Approve the acquisition and transfer of series Mgmt For For
A shares of the Company in connection with
the personnel option program 2008 as specified
15. Authorize the Board of Directors until the next Mgmt For For
AGM, considering the proposals in Resolutions
12 and 13 regarding mandate for the Board to
acquire shares as well as to the number of
shares already owned by the Company, to decide
at 1 or more occasions on the acquisition of
shares in the Company in accordance with the
following: 1) the acquisition may be made by
maximum the number of series A shares or series
B shares or a combination of those that the
Company's possession of shares after each acquisition
does not exceed 10% of the total number of
the shares issued by the Company; 2) the shares
may only be acquired on the Nordic Stock Exchange
in Stockholm; and 3) the shares may only be
acquired at a price per share within the registered
trading interval at any given point in time
16. Receive the report on the work performed by Mgmt For For
the Nomination Committee and approve the proposal
regarding the Nomination Committee as specified
17. Closing of the meeting Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
AUSTRALIA & NEW ZEALAND BANKING GROUP LTD, MELBOURNE VIC Agenda Number: 701407430
- --------------------------------------------------------------------------------------------------------------------------
Security: Q09504137
Meeting Type: AGM
Meeting Date: 18-Dec-2007
Ticker:
ISIN: AU000000ANZ3
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the annual report, financial report Non-Voting No vote
and the reports of the Directors and of the
Auditor for the YE 30 SEP 2007
s.2.a Approve the terms and conditions of the selective Mgmt For For
buy back agreement relating to the buy back
of the preferences shares which form part of
the ANZ Stapled Exchangeable Preferred Securities
[ANZ StEPS] as specified
s.2.b Approved the terms and conditions of the selective Mgmt For For
reduction of capital relating to the preference
shares which form part of ANZ StEPS as specified
S.3 Adopt the Constitution as specified Mgmt For For
4. Approve, in accordance with ASX Listing Rule Mgmt For For
10.14, the allocation of AUD 9 million worth
of deferred shares for the benefit of Mr. Michael
Smith, the Managing Director and Chief Executive
Officer of the Company on the terms and conditions
as specified
5. Approve, in accordance with ASX Listing Rule10.14, Mgmt For For
to grant 3 tranches of performance rights equivalent
in value to AUD 9 million to Mr. Michael Smith,
the Managing Director and Chief Executive Officer
of the Company on the terms and conditions
as specified
6. Adopt the remuneration report for the YE 30 Mgmt For For
SEP 2007
PLEASE NOTE THAT ALTHOUGH THERE ARE 5 CANDIDATES Non-Voting No vote
TO BE ELECTED AS DIRECTORS, THERE ARE ONLY
4 VACANCIES AVAILABLE TO BE FILLED AT THE MEETING.
THE STANDING INSTRUCTIONS FOR THIS MEETING
WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE
REQUIRED TO VOTE FOR ONLY 4 OF THE 5 DIRECTORS.
THANK YOU.
7.a Elect Mr. R.J. Reeves as a Director Mgmt Against Against
7.b Re-elect Mr. D.E. Meiklejohn as a Director who Mgmt For For
retires in accordance with the Company's Constitution
7.c Re-elect Mr. J.P Morschel as a Director who Mgmt For For
retires in accordance with the Company's Constitution
7.d Elect Mr. I. J. Macfarlane as a Director who Mgmt For For
retires in accordance with the Company's Constitution
7.e Re-elect Dr. G. J. Clark as a Director who retires Mgmt No vote
in accordance with the Company's Constitution
- --------------------------------------------------------------------------------------------------------------------------
BANK OF IRELAND (THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND) Agenda Number: 701311083
- --------------------------------------------------------------------------------------------------------------------------
Security: G49374146
Meeting Type: CRT
Meeting Date: 17-Jul-2007
Ticker:
ISIN: IE0030606259
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the report of the Directors and the Mgmt For For
accounts for the YE 31 MAR 2007
2. Approve to declare a dividend Mgmt For For
3.A Elect Mr. Richie Boucher as a Director Mgmt For For
3.B Elect Mr. Des Crowley as a Director Mgmt For For
3.C Elect Mr. Denis Donovan as a Director Mgmt For For
3.D Elect Mr. Dennis Holt as a member of the Remuneration Mgmt For For
Committee
3.E Re-elect Mr. Brian Goggin as a Director Mgmt For For
3.F Re-elect Mr. Paul Horan as a Director Mgmt For For
3.G Re-elect Mr. Terry Neill as a member of the Mgmt For For
Remuneration Committee
3.H Elect Ms. Rose Hynes as a Director Mgmt For For
3.I Elect Mr. Jerome Kennedy as a Director Mgmt For For
3.J Elect Ms. Heather Ann McSharry as a Director Mgmt For For
4. Authorize the Directors to determine the remuneration Mgmt For For
of the Auditors
S.5 Approve to renew the Bank's authority to purchase Mgmt For For
its own stock
S.6 Approve to determine the re-issue price range Mgmt For For
for treasury stock
S.7 Approve to renew the Directors authority to Mgmt For For
issue ordinary stock on an non pre-emptive
basis for cash
S.8 Approve to renew the Directors authority to Mgmt For For
issue ordinary stock on an non pre-emptive
basis other than for cash
- --------------------------------------------------------------------------------------------------------------------------
BHP BILLITON LTD Agenda Number: 701375063
- --------------------------------------------------------------------------------------------------------------------------
Security: Q1498M100
Meeting Type: AGM
Meeting Date: 28-Nov-2007
Ticker:
ISIN: AU000000BHP4
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the financial statements for BHP Billiton Mgmt For For
Plc for the YE 30 JUN 2007, together with the
Directors' report and the Auditor's report
as specified
2. Receive the financial statements for BHP Billiton Mgmt For For
Limited for the YE 30 JUN 2007, together with
the Directors' report and the Auditor's report
as specified
3. Re-elect Mr. David A. Crawford as a Director Mgmt For For
of BHP Billiton Plc
4. Re-elect Mr. David A. Crawford as a Director Mgmt For For
of BHP Billiton Limited
5. Re-elect Mr. Don R. Argus as a Director of BHP Mgmt For For
Billiton Plc
6. Re-elect Mr. Don R. Argus as a Director of BHP Mgmt For For
Billiton Limited
7. Re-elect Mr. Carlos A. S. Cordeiro as a Director Mgmt For For
of BHP Billiton Plc, who retires by rotation
8. Re-elect Mr. Carlos A. S. Cordeiro as a Director Mgmt For For
of BHP Billiton Limited, who retires by rotation
9. Re-elect The Hon E. Gail de Planque as a Director Mgmt For For
of BHP Billiton Plc, who retires by rotation
10. Re-elect The Hon E. Gail de Planque as a Director Mgmt For For
of BHP Billiton Limited, who retires by rotation
11. Re-elect Dr. David A. L. Jenkins as a Director Mgmt For For
of BHP Billiton Plc, who retires by rotation
12. Re-elect Dr. David A. L. Jenkins as a Director Mgmt For For
of BHP Billiton Limited, who retires by rotation
13. Re-appoint KPMG Audit Plc as the Auditor of Mgmt For For
BHP Billiton Plc and authorize the Directors
to agree their remuneration
14. Approve that the authority and power to allot Mgmt For For
relevant securities conferred on the Directors
by Article 9 of BHP Billiton Plc's Articles
of Association be renewed for the period ending
on the later of the AGM of BHP Billiton Plc
and the AGM of BHP Billiton Limited in 2008,
and for such period the Section 80 amount [under
the United Kingdom Companies Act 1985] shall
be USD 278,081,499
S.15 Approve that the authority and power to allot Mgmt For For
equity securities for cash conferred on the
Directors by Article 9 of BHP Billiton Plc's
Articles of Association be renewed for the
period ending on the later of the AGM of BHP
Billiton Plc and the AGM of BHP Billiton Limited
in 2008, and for such period the Section 89
amount [under the United Kingdom Companies
Act 1985] shall be USD 58,200,632
S.16 Authorize BHP Billiton Plc, in accordance with Mgmt For For
Article 6 of its Articles of Association and
Section 166 of the United Kingdom Companies
Act 1985, to make market purchases [Section
163 of that Act] of ordinary shares of USD
0.50 nominal value each in the capital of BHP
Billiton Plc ["shares"] provided that: a) the
maximum aggregate number of shares to be purchased
be 232,802,528, representing 10% of BHP Billiton
Plc's issued share capital; b) the minimum
price that may be paid for each share is USD
0.50, being the nominal value of such a share;
c) the maximum price that may be paid for any
share is not more than 5% above the average
of the middle market quotations for a share
taken from the London Stock Exchange Daily
Official List for the 5 business days immediately
preceding the date of purchase of the shares;
[Authority expires on the earlier of 25 APR
2009 and the later of the AGM of BHP Billiton
Plc and the AGM of BHP Billiton Limited in
2008]; BHP Billiton Plc may enter into a contract
for the purchase of shares before the expiry
of this authority, which would or might be
completed wholly or partly after such expiry
S17.1 Approve to reduce the share capital of BHP Billiton Mgmt For For
Plc by the cancellation of all the issued paid
up shares of USD 0.50 nominal value each held
by BHP Billiton Limited on 31 DEC 2007
S17.2 Approve to reduce the share capital of BHP Billiton Mgmt For For
Plc by the cancellation of all the issued paid
up shares of USD 0.50 nominal value each held
by BHP Billiton Limited on 15 FEB 2008
S17.3 Approve to reduce the share capital of BHP Billiton Mgmt For For
Plc by the cancellation of all the issued paid
up shares of USD 0.50 nominal value each held
by BHP Billiton Limited on 30 APR 2008
S17.4 Approve to reduce the share capital of BHP Billiton Mgmt For For
Plc by the cancellation of all the issued paid
up shares of USD 0.50 nominal value each held
by BHP Billiton Limited on 31 MAY 2008
S17.5 Approve to reduce the share capital of BHP Billiton Mgmt For For
Plc by the cancellation of all the issued paid
up shares of USD 0.50 nominal value each held
by BHP Billiton Limited on 15 JUN 2008
S17.6 Approve to reduce the share capital of BHP Billiton Mgmt For For
Plc by the cancellation of all the issued paid
up shares of USD 0.50 nominal value each held
by BHP Billiton Limited on 31 JUL 2008
S17.7 Approve to reduce the share capital of BHP Billiton Mgmt For For
Plc by the cancellation of all the issued paid
up shares of USD 0.50 nominal value each held
by BHP Billiton Limited on 15 SEP 2008
S17.8 Approve to reduce the share capital of BHP Billiton Mgmt For For
Plc by the cancellation of all the issued paid
up shares of USD 0.50 nominal value each held
by BHP Billiton Limited on 30 NOV 2008
18. Approve the remuneration report for the YE 30 Mgmt For For
JUN 2007
19. Approve the grant of Deferred Shares and Options Mgmt For For
under the BHP Billiton Limited Group Incentive
Scheme [GIS] and the grant of Performance Shares
under the BHP Billiton Limited Long Term Incentive
Plan [LTIP] to the Executive Director Mr. M.
J. Kloppers, in the specified manner
20. Approve the grant of Deferred Shares and Options Mgmt For For
under the BHP Billiton Limited Group Incentive
Scheme [GIS] to Mr. C. W. Goodyear, in the
specified manner
S.21 Amend the Articles of Association of BHP Billiton Mgmt For For
Plc by deleting Article 82
S.22 Amend the Constitution of BHP Billiton Limited Mgmt For For
by deleting Rule 82
- --------------------------------------------------------------------------------------------------------------------------
BNP PARIBAS, PARIS Agenda Number: 701502999
- --------------------------------------------------------------------------------------------------------------------------
Security: F1058Q238
Meeting Type: OGM
Meeting Date: 21-May-2008
Ticker:
ISIN: FR0000131104
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting No vote
YOU.
French Resident Shareowners must complete, sign Non-Voting No vote
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
O.1 Receive the reports of the Board of Directors Mgmt For For
and the Auditors, approve the consolidated
financial statements for the FYE in 31 DEC
2007, in the form presented to the meeting
O.2 Receive the reports of the Board of Directors Mgmt For For
and the Auditors, approve the Company's financial
statements for the YE in 31 DEC 2007, as presented,
showing an after Tax net income of EUR 4,531,
812,601.84
O.3 Authorize the Board of Directors, to resolves Mgmt For For
that the income for the FY be appropriated
as follows: net income for the FY: EUR 4,531,812,601.84
profit retained earnings: EUR 12,439,561,352.21
total EUR 16,971,373,954.05 to the special
investment reserve: EUR 19,544, 500.00 dividends:
EUR 3,034,079,740 .75 retained earnings: EUR
13,917,7 49,713.30 total : EUR 16,971,373,95
4.05 the shareholders will receive a net dividend
of EUR 3.35 per s hare [of a par value of EUR
2.00 each], and will entitle to the deduction
provided by the French Tax Code [Article 158.3.2],
this dividend will be paid on 29 MAY 2008,
the Company holding some of its own shares,
so that 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 3 FY, the dividends
paid, were as follows: EUR 2.00 for FY 2004
EUR 2.60 for FY 2005 EUR 3.10 for FY 2006;
and to withdraw from the 'retained earnings'
account the necessary sums to pay the dividend
above mentioned, related to the shares of which
the exercises of the stock subscription options
were carried out before the day the dividend
was paid
O.4 Receive the special report of the Auditors on Mgmt For For
agreements Governed by Articles L.225.38 and
sequential of the French Commercial Code, approves
said report and the agreements referred to
therein
O.5 Authorize the Board of Directors to buy back Mgmt For For
the Company's shares on the open market, subject
to the conditions described below: maximum
purchase price: EUR 100.00, maximum number
of shares to be acquired: 10 % of the share
capital, that is 90,569, 544 shares, maximum
funds invested in the share buybacks: EUR 9,056,95
4,400.00; [authority expires at 18 month period]
it supersedes the authorization granted by
the combined shareholders' meeting of 15 MAY
2007 in its Resolution number 5; and to take
all necessary measures and accomplish all necessary
formalities
O.6 Appoints Mrs. Daniela Weber Rey as a Director Mgmt For For
for a 3 year period
O.7 Approve to renew appointment of Mr. Francois Mgmt For For
Grappotte as Director for a 3 year period
O.8 Approve to renew appointment of Mr. Francois Mgmt For For
Lepet it as Director for a 3 year period
O.9 Approve to renew appointment of Mrs. Suzanne Mgmt For For
Berge R. Keniston as Director for a 3 year
period
O.10 Approve to renew appointment of Mrs. Helene Mgmt For For
Ploix as Director for a 3 year period
O.11 Approve to renew appointment of Mr. Baudouin Mgmt For For
Prot as Director for a 3 year period
O.12 Authorize the Bearer of an original, a copy Mgmt For For
or extract of the minutes of this meeting to
carry out all filings, publications and other
formalities prescribed by Law
E.13 Authorize the Board of Directors to increase Mgmt For For
the capital, on 1 or more occasions, in France
or abroad, by a maximum nominal amount of EUR
1,000,000,000.00, by issuance, with preferred
subscript ion rights maintained, of BNP Pariba
s' ordinary shares and securities giving access
to BNP Paribas' capital, the maximum nominal
amount of debt securities which may be issued
shall not exceed EUR 10,000,000,000 .00, [authority
expires at 26 month period] it Supersedes,
for the unused amounts, any and all earlier
delegations to the same effect; and to take
all necessary measures and accomplish all necessary
formalities, to charge the share issuance costs
against the related premiums and deduct from
the premiums the amounts necessary to fund
the Legal Reserve
E.14 Authorize the Board of Directors to increase Mgmt For For
the capital, on 1 or more occasions, in France
or abroad, by a maximum nominal amount of EUR
350,000,000.00, by issuance, without preemptive
subscription rights and granting of a priority
time limit, of BNP Paribas' shares and securities
giving access to BNP Paribas' capital, the
maximum nominal amount of debt securities which
may be issued shall not exceed EUR 7,000,000,000.00;
[authority expires at 26 month period]; it
supersedes, for the unused amounts, any and
all earlier delegations to the same effect;
and to take all necessary measures and accomplish
all necessary formalities, to charge the share
issuance costs against the related premiums
and deduct from the premiums the amounts necessary
to fund the Legal Reserve
E.15 Authorize the Board of Directors to increase Mgmt For For
on 1 or more occasions, without preemptive
subscript ion rights, the share capital to
a maximum nominal amount of EUR 250,0 00,000.00,
by issuance of shares tendered to any public
exchange offer made by BNP Paribas; [Authority
expires at 26 month period], and to take all
necessary measures and accomplish all necessary
formalities, to charge the share issuance costs
against the related premiums and deduct from
the premiums the amounts necessary to fund
the Legal Reserve
E.16 Authorize the Board of Directors to increase Mgmt For For
the share capital, up to 10 % of the share
capital, by way of issuing , without pre emptive
subscription rights, shares or securities giving
access to the capital, in consideration for
the contributions in kind granted to the Company
and comprised of unquoted capital securities;
[Authority expires at 26 month period] and
to take all necessary measures and accomplish
all necessary formalities, to charge the share
issuance costs against the related premiums
and deduct from the premiums the amounts necessary
to fund the Legal Reserve
E.17 Approve to decides that the overall nominal Mgmt For For
amount pertaining to: the capital increases
to be carried out with the use of the authorizations
given by Resolutions 14 to 16 shall not exceed
EUR 350,000,000.00, the issues of debt securities
to be carried out with the use of the authorizations
given by Resolutions Number 14 to 16 shall
not exceed EUR 7,000,000,000.00, the shareholders'
subscription rights being cancelled
E.18 Authorize the Board of Directors to increase Mgmt For For
the share capital, in 1 or more occasions and
at its sole discretion, by a maximum nominal
amount of EUR 1,000,000 ,000.00, by way of
capitalizing reserves, profits, or additional
paid in capital, by issuing bonus shares or
raising the par value of existing shares, or
by a combination of these methods; [Authority
expires at 26 month period] it supersedes,
for the unused amounts, any and all earlier
delegations to the same effect; and to take
all necessary measures and accomplish all necessary
formalities
E.19 Approve the overall nominal amount of the issues, Mgmt For For
with or without pre-emptive subscription rights,
pertaining to: the capital increases to be
carried out with the use of the delegations
given by Resolutions 13 to 16 shall not exceed
EUR 1,00 0,000,000.00, the issues of debt securities
to be carried out with the use of the delegations
given by Resolutions Number 13 to 16 shall
not exceed EUR 10,000,000,000.00
E.20 Authorize the Board of Directors to increase Mgmt For For
the share capital, on 1 or more occasions,
at its sole discretion, by way of issuing shares,
in favour of Members of a Company savings plan
of the group BNP Paribas; [Authority expires
at 26 month period] and for a nominal amount
that shall not exceed EUR 36,000,000.00, it
supersedes, for the unused amounts, any and
all earlier authorization to the same effect;
and to decides to cancel the shareholders'
preferential subscription rights in favour
of the beneficiaries above mentioned; and to
take all necessary measures and accomplish
all necessary formalities, to charge the share
issuance costs against the related premiums
and deduct from the premiums the amounts necessary
to fund the Legal Reserve
E.21 Authorize the Board of Directors to grant, for Mgmt For For
free, on 1 or more occasions, existing or future
shares, in favour of the employees of BNP Paribas
and Corporate Officers of the related Companies,
they may not represent more than 1.5 % of the
share capital; [Authority expires at 38 month
period], it supersedes, for the unused amounts,
any and all earlier authorization to the same
effect; and to decides to cancel the shareholders'
preferential subscription rights in favour
of any persons concerned by the characteristics
given by the Board of Directors; and to take
all necessary measures and accomplish all necessary
formalities
E.22 Authorize the Board of Directors to grant, in Mgmt For For
1 or more transactions, in favour of employees
and Corporate Officers of the Company and related
Companies, options giving the right either
to subscribe for new shares in the Company
or to purchase existing shares purchased by
the Company, it being provided that the options
shall not give rights to a total number of
shares, which shall exceed 3 % of the share
capital, the total number of shares allocated
free of charge, accordingly with t he authority
expires in its Resolution 21, shall count against
this ceiling, the present authorization is
granted for a 38 month period, it supersedes,
for the amounts unused, any and all earlier
delegations to the same effect; and to decides
to cancel the shareholders' preferential subscription
rights in favour of the beneficiaries of the
stock subscription options; and to take all
necessary measures and accomplish all necessary
formalities
E.23 Authorize the Board of Directors to reduce the Mgmt For For
share capital, on 1 or more occasions, by cancelling
all or part of the shares held by the Company
in connection with a Stock repurchase plan,
up to a maximum of 10 % of the share capital
over a 24 month period; [Authority expires
at 18 month period] it supersedes the authorization
granted by the shareholders' meeting of 15
MAY 2007 in its Resolution 11; and to take
all necessary measures and accomplish all necessary
formalities
E.24 Amend the Article Number 18 of the By Laws Mgmt For For
E.25 Grant full powers to the bearer of an original, Mgmt For For
a copy or extract of the minutes of this meeting
to carry out all filings, publications and
other formalities prescribed by Law
- --------------------------------------------------------------------------------------------------------------------------
BRITISH AMERICAN TOBACCO PLC Agenda Number: 701519184
- --------------------------------------------------------------------------------------------------------------------------
Security: G1510J102
Meeting Type: AGM
Meeting Date: 30-Apr-2008
Ticker:
ISIN: GB0002875804
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the 2007 financial statements and statutory Mgmt For For
reports
2. Approve the 2007 remuneration report Mgmt For For
3. Declare a final dividend of 47.60 pence per Mgmt For For
ordinary share for 2007
4. Re-appoint PricewaterhouseCoopers LLP as the Mgmt For For
Auditors of the Company
5. Authorize the Directors to agree the Auditors' Mgmt For For
remuneration
6.a Re-appoint Mr. Jan Du plessis as a Director, Mgmt For For
who retires by rotation
6.b Re-appoint Mr. Ana Maria Llopis as a Director, Mgmt For For
who retires by rotation
6.c Re-appoint Mr. Anthony Ruys as a Director, who Mgmt For For
retires by rotation
7.a Re-appoint Mr. Karen De Segundo as a Director Mgmt For For
7.b Re-appoint Mr. Nicandro Durante as a Director Mgmt For For
7.c Re-appoint Mr. Christine Morin-Postel as a Director Mgmt For For
7.d Re-appoint Mr. Ben Stevens as Director Mgmt For For
8. Authorize the Directors, to issue of equity Mgmt For For
or equity-linked securities with pre-emptive
rights up to aggregate nominal amount of GBP
168,168,576
S.9 Authorize the Director, to issue the equity Mgmt For For
or equity-linked securities without pre-emptive
rights up to aggregate nominal Amount of GBP
25,225,286
10. Approve the Waiver of Offer Obligation Mgmt For For
S.11 Authorize the Company to make market purchase Mgmt For For
of 201,800,000 ordinary shares of its own shares
S.12 Adopt the new Articles of Association Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
BUMRUNGRAD HOSPITAL PUBLIC CO LTD BH Agenda Number: 701424208
- --------------------------------------------------------------------------------------------------------------------------
Security: Y1002E256
Meeting Type: EGM
Meeting Date: 22-Jan-2008
Ticker:
ISIN: TH0168A10Z19
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Adopt the minutes of the AGM of shareholders Mgmt For For
No. 14/2007
2. Approve the purchase of land building of BH Mgmt For For
Tower from Bangkok Bank Public Company Limited
for the amount of THB 470 million; the transaction
is a connected transaction
- --------------------------------------------------------------------------------------------------------------------------
BUMRUNGRAD HOSPITAL PUBLIC CO LTD BH Agenda Number: 701471966
- --------------------------------------------------------------------------------------------------------------------------
Security: Y1002E256
Meeting Type: AGM
Meeting Date: 23-Apr-2008
Ticker:
ISIN: TH0168A10Z19
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT PARTIAL AND SPLIT VOTING ARE Non-Voting No vote
ALLOWED IN THIS MEETING. THANK YOU.
1. Adopt the minutes of the EGM of shareholders Mgmt For For
No. 1/2008
2. Acknowledge the Directors report on the operation Mgmt For For
of the Company for the year 2007
3. Approve the audited financial statement as of Mgmt For For
31 DEC 2007
4. Declare the dividend for the year 2007 Mgmt For For
5.1 Re-elect Dr. Dhanit D. as a Director, who retires Mgmt For For
by rotation
5.2 Re-elect Mrs. Linda L. as a Director, who retires Mgmt For For
by rotation
5.3 Re-elect Ms. Sophavadee U. as a Director, who Mgmt For For
retires by rotation
5.4 Re-elect Mr. Chong T. as a Director, who retires Mgmt For For
by rotation
5.5 Re-elect Dr. Jennifer L. as a Director, who Mgmt For For
retires by rotation
6. Approve the Directors' remuneration for the Mgmt For For
year 2008
7. Approve the appointment of Ms. Vissuta Jariyathanakorn, Mgmt For For
certified Public Account No. 3853 and/or Ms.
Rungnapa Lertsuwankul, certified Public Account
No. 3516 and/or Mrs. Nonglak Pumnoi, certified
Publi Account No, 4172 of Ernst & Young Office
Limited as the Company's Auditor for the year
2008 and approve to fix their remuneration
in an amount not exceeding THB 1,750,000
8. Amend the Clause 4 of the Memorandum of Association Mgmt For For
to be in line with the decrease in number of
preferred shares due to the exercise of right
to convert preferred shares in to ordinary
shares by preferred shareholders
- --------------------------------------------------------------------------------------------------------------------------
CANON INC. Agenda Number: 701477398
- --------------------------------------------------------------------------------------------------------------------------
Security: J05124144
Meeting Type: AGM
Meeting Date: 28-Mar-2008
Ticker:
ISIN: JP3242800005
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve Appropriation of Profits Mgmt For For
2.1 Appoint a Director Mgmt For For
2.2 Appoint a Director Mgmt For For
2.3 Appoint a Director Mgmt For For
2.4 Appoint a Director Mgmt For For
2.5 Appoint a Director Mgmt For For
2.6 Appoint a Director Mgmt For For
2.7 Appoint a Director Mgmt For For
2.8 Appoint a Director Mgmt For For
2.9 Appoint a Director Mgmt For For
2.10 Appoint a Director Mgmt For For
2.11 Appoint a Director Mgmt For For
2.12 Appoint a Director Mgmt For For
2.13 Appoint a Director Mgmt For For
2.14 Appoint a Director Mgmt For For
2.15 Appoint a Director Mgmt For For
2.16 Appoint a Director Mgmt For For
2.17 Appoint a Director Mgmt For For
2.18 Appoint a Director Mgmt For For
2.19 Appoint a Director Mgmt For For
2.20 Appoint a Director Mgmt For For
2.21 Appoint a Director Mgmt For For
2.22 Appoint a Director Mgmt For For
2.23 Appoint a Director Mgmt For For
2.24 Appoint a Director Mgmt For For
2.25 Appoint a Director Mgmt For For
3.1 Appoint a Corporate Auditor Mgmt For For
3.2 Appoint a Corporate Auditor Mgmt For For
4 Approve Provision of Retirement Allowance for Mgmt For For
Directors and Corporate Auditors
5 Approve Payment of Bonuses to Directors Mgmt For For
6 Allow Board to Authorize Use of Stock Options Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
COMPAGNIE GENERALE DE GEOPHYSIQUE - VERITAS, MASSY Agenda Number: 701517217
- --------------------------------------------------------------------------------------------------------------------------
Security: F2349S108
Meeting Type: MIX
Meeting Date: 29-Apr-2008
Ticker:
ISIN: FR0000120164
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
French Resident Shareowners must complete, sign Non-Voting No vote
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
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 in 2007, as presented
and which end in a loss of EUR 55,104,307.00
O.2 Approve to record the loss for the year of EUR Mgmt For For
55,104,307.00 as a deficit in retained earnings,
following this appropriation, the retained
earnings account will show a new overdrawn
balance of EUR 2,477,214.00 in accordance with
the regulations in for the shareholder's meeting
recalls that no dividend was paid for the previous
3 FY
O.3 Approve the reports of the Board of Directors Mgmt For For
and the Auditors, the consolidated financial
statements for the said FY, in the form presented
to the meeting, creating a net consolidated
profit of EUR 249,600,000.00
O.4 Appoint Mr. M. Robert Brunck as a Director for Mgmt For For
a 4 year period, subject to the adoption of
the Resolution 23
O.5 Appoint Mr. M. Olivier Appert as a Director Mgmt For For
for a 4 year period, subject to the adoption
of the Resolution 23
O.6 Approve to award total annual fees of EUR 580,000.00 Mgmt For For
to the Directors
O.7 Authorize the Board of Directors to trade in Mgmt For For
the Company's shares on the stock market, subject
to the conditions described below: maximum
purchase price: EUR 300.00, maximum number
of shares to be acquired: 10% of the share
capital, maximum funds invested in the share
buybacks: EUR 810,691,800.00, [Authority expires
after 18 month period], to take all necessary
measures and accomplish all necessary formalities,
the number of shares acquired by the Company
with a view to the retention or their subsequential
delivery in payment or exchange as part of
amerger, divestment or capital contribution
cannot exceed 5 % of its capital, this authorization
supersedes the fraction unused of the authorization
granted by the shareholder's meeting of 10
MAY 2007 in Resolution 12
O.8 Approve the special report of the Auditors on Mgmt For For
agreements governed by Article L.225.38 of
the French Commercial Code, the agreements
entered into or which remained in force during
the FY
O.9 Approve the special report of the Auditors on Mgmt For For
agreements Governed by Articles L.225.38 and
L.225.42.1 of the French Commercial Code, the
agreements entered into or which remained in
force during the FY, relative to a special
allowance of termination in favour of Mr. M.
Robert Brunck
O.10 Approve the special report of the Auditors on Mgmt For For
agreements Governed by Articles L.225.38 and
L.225.42.1 of the French Commercial Code, the
agreements entered into or which remained in
force during the FY, relative to a special
allowance of termination in favour of Mr. Thierry
Le Roux
E.11 Authorize the Board of Directors to increase Mgmt For For
the capital, on 1 or more occasions, in France
or abroad, by a maximum nominal amount of EUR
54,000,000.00 by issuance, with preferred subscription
rights maintained, of shares or securities,
the maximum nominal amount of debenture securities
which may be is sued shall not exceed EUR 600,000,000.00
[Authority expires after 26 month period],
this delegation of powers supersedes any and
all earlier delegations to the same effect,
this authorization supersedes the fraction
unused of the authorization granted by the
shareholder's meeting of 10 MAY 2007 in Resolution
14
E.12 Authorize the Board of Directors to increase Mgmt For For
the capital, on 1 or more occasions, in France
or abroad, by a maximum nominal amount of EUR
8,000,000.00, by issuance, with abolition of
preferred subscription rights, of shares or
securities, the maximum nominal amount of debt
securities which may be issued shall not exceed
EUR 80,000,000.00 [Authority expires after
26 month period], this amount shall count against
the overall value set forth in Resolution 11;
to cancel the shareholder's preferential subscription
rights in favour of subscribers of securities
E.13 Authorize the Board of Directors, for a 26 month Mgmt For For
period and within the limit of 10% of the Company's
share capital, to set the issue price of the
ordinary shares or securities to be issued,
in accordance with the terms and conditions
determined by the shareholder's meeting, this
amount shall count against the overall value
set forth in Resolution 11, this authorization
supersedes the fraction unused of the authorization
granted by the shareholder's meeting of 10
MAY 2007 in Resolution 16
E.14 Authorize the Board of Directors to increase Mgmt For For
the number of securities to be issued in the
event of a capital increase with or without
preferential subscription right of shareholders,
at the same price as the initial issue, within
30 days of the closing of the subscription
period and up to a maximum of 15% of the initial
issue, [Authority expires after 26 month period],
this authorization supersedes the fraction
unused of the authorization granted by the
shareholder's meeting of 11 MAY 2006 in Resolution
12
E.15 Authorize the Board of Directors in order to Mgmt For For
increase the share capital, in 1 or more occasions
and at its sole discretion: up to a maximum
nominal amount of EUR 10,000,000.00 by way
of capitalizing reserves, profits, premiums
or other means, provided that such capitalization
is allowed by law and under the By Laws, to
be carried out through the issue of bonus shares
or the raise of the par value of the existing
shares or by utilizing all or some of these
methods, successively or simultaneously, [Authority
expires after 26 month period], this amount
shall count against the overall value set forth
in Resolution 11, this authorization supersedes
the fraction unused of the authorization granted
by the shareholder's meeting of 10 MAY 2007
in Resolution 18
E.16 Authorize the board of Directors to increase Mgmt For For
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,[Authority expires
after 26 month period] to cancel the shareholder's
preferential subscription rights, this amount
shall count against the overall value set forth
in Resolution 12; to take all necessary measures
and accomplish all necessary formalities, this
authorization supersedes the fraction unused
of the authorization granted by the shareholder's
meeting of 10 MAY 2007 in Resolution 19
E.17 Authorize the Board of Directors to increase Mgmt For For
the share capital, on 1 or more occasions,
at its sole discretion, in favour of employees
and Corporate Officers of the Company who are
Members of a Company savings Plan: and for
a nominal amount that shall not exceed EUR
2,500,000.00 this amount shall count against
the overall value set forth in Resolution 11;
to take all necessary measures and accomplish
all necessary formalities, this authorization
supersedes the fraction unused of the authorization
granted by the shareholder's meeting of 10
MAY 2007 in Resolution 21; [Authority expires
after 24 month period]
E.18 Authorize the Board of Directors to grant, in Mgmt For For
1 or more transactions, to beneficiaries to
be chosen by it, options giving the right either
to subscribe for new shares in the Company
to be issued through a share capital increase,
or to purchase existing shares purchased by
the Company, it being provided that the options
shall not give rights to a total number of
shares, which shall exceed 5% of the share
capital, the present [Authority expires after
38 month period] to cancel the shareholder's
preferential subscription rights in favour
of beneficiaries of the options, this amount
shall not count against the overall value set
forth in Resolution 11; to take all necessary
measures and accomplish all necessary formalities,
this authorization supersedes the fraction
unused of the authorization granted by the
shareholder's meeting of 10 MAY 2007 in Resolution
23
E.19 Authorize the Board of Directors to grant, for Mgmt For For
free, on 1 or more occasions, existing or future
shares, in favour of the Employees or the Corporate
Officers of the Company and related Companies,
they may not represent more than 1% of the
share capital, the present [Authority expires
at the end of 38 month period], this amount
shall not count against the overall value set
forth in Resolution 11; to cancel the shareholder's
preferential subscription rights in favour
of beneficiaries of free shares; to take all
necessary measures and accomplish all necessary
formalities, this authorization supersedes
the fraction unused of the authorization granted
by the shareholder's meeting of 11 MAY 2006
in Resolution 19
E.20 Authorize the Board of Directors to reduce the Mgmt For For
share capital, on 1 or more occasions and at
its sole discretion, by canceling all or part
of the shares held by the Company in connection
with a Stock Repurchase Plan, up to a maximum
of 10% of the share capital over a 24 month
period, [Authority expires after 26 month period],
to take all necessary measures and accomplish
all necessary formalities, this authorization
supersedes the fraction unused of the authorization
granted by the shareholder's meeting of 10
MAY 2007 in Resolution 25
E.21 Authorize the Board of Directors to reduce the Mgmt For For
share capital by reducing from EUR 2.00 to
EUR 0.40 the nominal value of the shares, to
take all necessary measures and accomplish
all necessary formalities; amend the Article
6 of the By Laws
E.22 Authorize the Board of Directors the necessary Mgmt For For
powers to increase the capital, on 1 or more
occasions, in France or abroad, by issuance,
with preferred subscription rights maintained,
of debentures securities, the maximum nominal
amount of debentures securities which may be
issued shall not exceed EUR 600,000,000.00;
[Authority expires after 26 month period],
this amount shall count against the overall
value set forth in Resolution 11, this authorization
supersedes the fraction unused of the authorization
granted by the shareholder's meeting of 10
MAY 2007 in Resolution 22
E.23 Amend the Article 8.4 of the By Laws Mgmt For For
E.24 Amend the Article 14.6 of the By Laws Mgmt For For
E.25 Grant full powers to the bearer of an original, Mgmt For For
a copy or extract of the minutes of this meeting
to carry out all filings, publications and
other formalities prescribed By Law
- --------------------------------------------------------------------------------------------------------------------------
COSCO CORPORATION (SINGAPORE) LTD Agenda Number: 701354641
- --------------------------------------------------------------------------------------------------------------------------
Security: Y1764Z208
Meeting Type: EGM
Meeting Date: 25-Sep-2007
Ticker:
ISIN: SG1S76928401
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
S.1 Amend the Memorandum of Association of the Company Mgmt For For
in the manner and to the extent as specified
S.2 Amend the Articles of Association of the Company Mgmt For For
in the manner and to the extent as specified
- --------------------------------------------------------------------------------------------------------------------------
COSCO CORPORATION (SINGAPORE) LTD Agenda Number: 701354653
- --------------------------------------------------------------------------------------------------------------------------
Security: Y1764Z208
Meeting Type: EGM
Meeting Date: 25-Sep-2007
Ticker:
ISIN: SG1S76928401
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the Shipbuilding Contracts entered into Mgmt For For
between Cosco [Zhoushan] and the Buyers to
build the Vessels for the Buyers at an aggregate
contract price of approximately USD 669 million
and authorize the Directors to take such steps,
approve all matters and enter into all such
transactions, arrangements and agreements and
execute all such documents and notices as may
be necessary or expedient for the purposes
of giving effect to the Shipbuilding Contracts
as such Directors or any of them may deem fit
or expedient or to give effect to this resolution
- --------------------------------------------------------------------------------------------------------------------------
COSCO CORPORATION (SINGAPORE) LTD Agenda Number: 701500337
- --------------------------------------------------------------------------------------------------------------------------
Security: Y1764Z208
Meeting Type: AGM
Meeting Date: 15-Apr-2008
Ticker:
ISIN: SG1S76928401
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and adopt the Directors' report and Mgmt For For
audited Financial Statements for the FYE 31
DEC 2007 and the Auditors' report thereon
2. Declare a first and final dividend of SGD 0.04 Mgmt For For
per ordinary share [one-tier tax] for the YE
31 DEC 2007 as recommended by the Directors
3. Declare a special dividend of SGD 0.03 per ordinary Mgmt For For
share [one-tier tax] for the YE 31 DEC 2007
as recommended by the Directors
4. Approve the payment of Directors' fees of SGD Mgmt For For
170,000 for the YE 31 DEC 2007
5. Re-elect Mr. Ji Hai Sheng as a Director, who Mgmt For For
retires under Article 98 of the Articles of
Association of the Company
6. Re-elect Mdm. Sun Yue Ying as a Director, who Mgmt For For
is retires under Article 98 of the Articles
of Association of the Company
7. Re-elect Mr. Wang Xing Ru as a Director, who Mgmt For For
is retires under Article 98 of the Articles
of Association of the Company
8. Re-elect Mr. Ang Swee Tian, who is retires under Mgmt For For
Article 84 of the Articles of Association of
the Company
9. Re-appoint Mr. Tom Yee Lat Shing as a Director Mgmt For For
of the Company, pursuant to Section 153(6)
of the Companies Act, Chapter 50, to hold office
until the next AGM
10. Re-appoint Messrs. PricewaterhouseCoopers as Mgmt For For
the Auditors and authorize the Directors to
fix their remuneration
To transact any other business Non-Voting No vote
11. Authorize the Directors to issue shares or convertible Mgmt For For
securities, that pursuant to Section 161 of
the Companies Act [Chapter 50] and the Listing
Rules of the Singapore Exchange Securities
Trading Limited [the 'Listing Rules'], grant
authority to the Directors to allot and issue;
a) shares in the capital of the Company [whether
by way of bonus, rights or otherwise]; or b)
convertible securities; or c) additional securities
issued pursuant to Rule 829 of the Listing
Rules; or d) shares arising from the conversion
of convertible securities in (b) and (c) above,
at any time and upon such terms and conditions
and for such purposes as the Directors may
in their absolute discretion deem fit provided
that; (i) the aggregate number of shares and
convertible securities that may be issued shall
not be more than 50% of the issued shares in
the capital of the Company [calculated in accordance
with (ii) below], of which the aggregate number
of shares and convertible securities issued
other than on a pro rata basis to existing
shareholders must be not more than 20% of the
issued shares in the capital of the Company
[calculated in accordance with (ii) below];
and (ii) for the purpose of determining the
aggregate number of shares and convertible
securities that may be issued pursuant to (i)
above, the percentage of issued share capital
shall be calculated based on the issued shares
in the capital of the Company at the time of
the passing of this resolution after adjusting
for (a) new shares arising from the conversion
or exercise of any convertible securities;
(b) new shares arising from exercising share
options or vesting of share awards outstanding
or subsisting at the time of the passing of
this resolution and (c) any subsequent consolidation
or subdivision of shares; [Authority expires
the earlier of the next AGM of the Company
or the date by which the next AGM of the Company
is required by law to be held]
12. Authorize the Directors to allot and issue shares Mgmt For For
under the Cosco Group employees Share Option
Scheme 2002 [Scheme], approve be and is hereby
given to the Directors to offer and grant options
[options] in accordance with the provisions
of the Cosco Group employees Share Option Scheme
2002 [Scheme] and to allot and issue from time
to time such number of shares in the capital
of the Company as may be required to be issued
pursuant to the exercise of options granted
under the Scheme, provided that the aggregate
number of shares to be issued pursuant to the
Scheme shall not in total exceed 15% of the
issued share capital of the Company from time
to time
13. Approve, the renewal of the mandate for the Mgmt For For
purposes of Chapter 9 of the Listing Manual
of the SGX-ST, for the Company, its subsidiaries
and associated companies or any of them to
enter into any of the transactions falling
within the types of interested person transactions,
particulars of which are set out as specified
to the annual report of the Company for the
FYE 31 DEC 2007 with any party who is of the
class of interested persons described in the
appendix provided that such transactions are
made on normal commercial terms and will not
be prejudicial to the interests of the Company
and its minority shareholders and in accordance
with the review procedures set out as specified;
authorize the Audit Committee of the Company
to take such actions as it deems proper in
respect of such procedures and/or to modify
or implement such procedures as may be necessary
to take into consideration any amendment to
Chapter 9 of the Listing Manual of the SGX-ST
which may be prescribed by the SGXST from time
to time; and authorize the Directors of the
Company to complete and do all such acts and
things [including all such documents as may
be required] as they may consider expedient
or necessary or in the interests of the Company
to give effect to this resolution; [Authority
expires the earlier of the next AGM the of
the Company or the date by which the next AGM
of the Company is required by law to be held]
- --------------------------------------------------------------------------------------------------------------------------
DBS GROUP HOLDINGS LTD, SINGAPORE Agenda Number: 701483694
- --------------------------------------------------------------------------------------------------------------------------
Security: Y20246107
Meeting Type: AGM
Meeting Date: 02-Apr-2008
Ticker:
ISIN: SG1L01001701
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and approve the Directors' report and Mgmt For For
audited accounts for the YE 31 DEC 2007 and
the Auditors' report thereon
2. Declare a one-tier tax exempt final dividend Mgmt For For
of 20 cents per ordinary share, for the YE
31 DEC 2007
3.a Approve to sanction the amount of SGD 1,750,945 Mgmt For For
proposed as the Directors' fees for 2007
3.b Approve to sanction the amount of SGD 1,000,000 Mgmt For For
proposed as special remuneration for Mr. Koh
Boon Hwee for 2007
4.a Re-elect Mr. John Alan Ross as a Director, who Mgmt For For
retires under Article 95 of the Company's Articles
of Association
4.b Re-elect Mr. Wong Ngit Liong as a Director, Mgmt For For
who retires under Article 95 of the Company's
Articles of Association
5. Re-elect Mr. Christopher Cheng Wai Chee, who Mgmt For For
retires under Article 101 of the Company's
Articles of Association
6. Appoint PricewaterhouseCoopers as the Auditors Mgmt For For
of the Company in place of the retiring Auditors,
Messrs Ernst & Young, to hold office until
the conclusion of the next AGM of the Company
and authorize the Directors to fix their remuneration
7.a Authorize the Board of Directors of the Company Mgmt For For
to allot and issue from time to time such number
of ordinary shares in the capital of the Company
["DBSH Ordinary Shares"] as may be required
to be issued pursuant to the exercise of the
options under the DBSH Share Option Plan provided
always that the aggregate number of new DBSH
Ordinary Shares to be issued pursuant to the
DBSH Share Option Plan and the DBSH Share Plan
[previously known as the DBSH Performance Share
Plan] shall not exceed 7.5% of the total number
of issued shares [excluding treasury shares]
in the capital of the Company from time to
time
7.b Authorize the Board of Directors of the Company Mgmt For For
to offer and grant awards in accordance with
the provisions of the DBSH Share Plan and to
allot and issue from time to time such number
of DBSH Ordinary Shares as may be required
to be issued pursuant to the vesting of awards
under the DBSH Share Plan, provided always
that the aggregate number of new DBSH Ordinary
Shares to be issued pursuant to the DBSH Share
Plan and the DBSH Share Option Plan shall not
exceed 7.5% of the total number of issued shares
[excluding treasury shares] in the capital
of the Company from time to time
7.c Authorize the Directors of the Company to: (a) Mgmt For For
(i) issue shares in the capital of the Company
[shares] whether by way of rights, bonus or
otherwise; and/or (ii) make or grant offers,
agreements or options [collectively, Instruments]
that might or would require shares to be issued,
including but not limited to the creation and
issue of [as well as adjustments to] warrants,
debentures or other instruments convertible
into shares, at any time and upon such terms
and conditions and for such purposes and to
such persons as the Directors may in their
absolute discretion deem fit; and (b) [notwithstanding
the authority conferred by this Resolution
may have ceased to be in force] issue shares
in pursuance of any instrument made or granted
by the Directors while this Resolution was
in force, provided that: the aggregate number
of shares to be issued pursuant to this Resolution
[including shares to be issued in pursuance
of Instruments made or granted pursuant to
this Resolution] does not exceed 50% of the
total number of issued shares [excluding treasury
shares] in the capital of the Company [as calculated
in accordance with this Resolution], of which
the aggregate number of shares to be issued
other than on a pro rata basis to shareholders
of the Company [including shares to be issued
in pursuance of Instruments made or granted
pursuant to this Resolution] does not exceed
20% of the total number of issued shares [excluding
treasury shares] in the capital of the Company
[as calculated in accordance with this Resolution];
[subject to such manner of calculation and
adjustments as may be prescribed by the Singapore
Exchange Securities Trading Limited [SGX-ST]
for the purpose of determining the aggregate
number of shares that may be issued under this
Resolution, the percentage of issued shares
shall be based on the total number of issued
shares [excluding treasury shares] in the capital
of the Company at the time this Resolution
is passed, after adjusting for: (i) new shares
arising from the conversion or exercise of
any convertible securities or share options
or vesting of share awards which are outstanding
or subsisting at the time this Resolution is
passed; and (ii) any subsequent bonus issue,
consolidation or subdivision of shares; in
exercising the authority conferred by this
Resolution, the Company shall comply with the
provisions of the Listing Manual of the SGX-ST
for the time being in force [unless such compliance
has been waived by the SGX-ST] and the Articles
of Association for the time being of the Company;
and [Authority expires at the earlier of the
conclusion of the next AGM of the Company or
the date by which the next AGM of the Company
is required by Law to be held]
- --------------------------------------------------------------------------------------------------------------------------
DBS GROUP HOLDINGS LTD, SINGAPORE Agenda Number: 701483810
- --------------------------------------------------------------------------------------------------------------------------
Security: Y20246107
Meeting Type: EGM
Meeting Date: 02-Apr-2008
Ticker:
ISIN: SG1L01001701
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Authorize the Directors of the Company, for Mgmt For For
the purposes of Sections 76C and 76E of the
Companies Act, Chapter 50 [the Companies Act],
the exercise by the Directors of DBSH of all
the powers of DBSH to purchase or otherwise
acquire issued ordinary shares in the capital
of the DBSH [Ordinary Shares], not exceeding
10% of the issued Ordinary Shares of DBSH,
at such price or prices as may be determined
by the Directors from time to time up to the
maximum price whether by way of: i) market
purchase(s) on the Singapore Exchange Securities
Trading Limited [SGX-ST] transacted through
the Central Limit Order Book Trading System
and/or any other Securities Exchange on which
the Ordinary Shares may for the time being
be listed and quoted [Other Exchange]; and/or
ii) off-market purchase(s) [if effected otherwise
than on the SGX-ST as the case may be, Other
Exchange] in accordance with any equal access
Scheme(s) as may be determined or formulated
by the Directors as they consider fit, which
Scheme(s) shall satisfies the conditions prescribed
by the Companies Act and otherwise in accordance
with all other Laws and regulations and rules
of the SGX-ST or, as the case may be, Other
Exchange as may for the time being applicable
[the Share Purchases Mandate]; [Authority expires
the earlier of the date of the next AGM of
DBSH is held and the date by which next AGM
of DBSH is required by the Law to be held];
and authorize the Directors of the Company
to complete and do all such acts and things
[including executing such documents as may
be required] as they and/or he may consider
expedient or necessary to give effect to the
transactions contemplated and/or authorized
by this resolution
S.2 Amend the Article 91 of the Articles of Association Mgmt For For
of the Company as specified
- --------------------------------------------------------------------------------------------------------------------------
FORTIS SA/NV Agenda Number: 701326109
- --------------------------------------------------------------------------------------------------------------------------
Security: B4399L102
Meeting Type: EGM
Meeting Date: 06-Aug-2007
Ticker:
ISIN: BE0003801181
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Take No Action
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting Take No Action
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 Non-Voting Take No Action
2. Approve to make a public offer to be launched Mgmt Take No Action
by Fortis, Royal Bank of Scotland and Santander
through a jointly owned Company on 100% of
the issued and outstanding share capital of
ABN AMRO Holding N.V., and to thus acquire
an economic interest in certain businesses
of the ABN AMRO Group; and ii) to subsequently
acquire certain businesses of the ABN AMRO
Group from the jointly owned company, as specified
3.1 Amend Article 8 of the Articles of Association Mgmt Take No Action
as specified
3.2 Authorize any and all Members of the Board of Mgmt Take No Action
Directors as well as any and all Civil-Law
notaries, associates and paralegals practicing
with De Brauw Blackstone Westbroek to draw
up the draft of the required notarial deed
of amendment to the Articles of Association,
to apply for the required ministerial declaration
of no-objection, as well as to execute the
notarial deed of amendment to the Articles
of Association
4. Closure Non-Voting Take No Action
- --------------------------------------------------------------------------------------------------------------------------
FRED.OLSEN ENERGY ASA, OSLO Agenda Number: 701578253
- --------------------------------------------------------------------------------------------------------------------------
Security: R25663106
Meeting Type: AGM
Meeting Date: 27-May-2008
Ticker:
ISIN: NO0003089005
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Take No Action
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting Take No Action
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 by the Chairman of the Board, Mgmt Take No Action
Ms. Anette S. Olsen
2. Elect the Chairman for the meeting and 1 shareholder Mgmt Take No Action
to sign the minutes together with the Chairman
and agenda
3. Receive the Director's report and the annual Mgmt Take No Action
accounts for 2007 for Fred Olsen energy parent
Company and consolidated
4. Approve the distribution of dividend Mgmt Take No Action
5. Authorize the Board of Directors to increase Mgmt Take No Action
the share capital
6. Authorize the Board of Directors to purchase Mgmt Take No Action
the Company's own shares
7. Receive the statement by the Board of Directors Mgmt Take No Action
on the remuneration of the Senior Management
8. Approve the stipulation of the Board of Director's Mgmt Take No Action
fee
9. Approve the stipulation of the Auditor's fee Mgmt Take No Action
10. Elect the Board of Directors Mgmt Take No Action
- --------------------------------------------------------------------------------------------------------------------------
HEINEKEN HOLDING NV Agenda Number: 701498239
- --------------------------------------------------------------------------------------------------------------------------
Security: N39338194
Meeting Type: OGM
Meeting Date: 17-Apr-2008
Ticker:
ISIN: NL0000008977
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the report for the FYE 2007 Mgmt For For
2. Adopt the financial statements for the FYE 2007 Mgmt For For
3. Approve the appropriation of the balance sheet Mgmt For For
of the income statement pursuant to the provisions
in Article 10, paragraph 6, of the Articles
of Association
4. Grant discharge the Members of the Board of Mgmt For For
Directors
5. Approve to acquire the Scottish Newcastle Plc Mgmt For For
6. Appoint the external Auditor for a period of Mgmt Against Against
4 years
7. Authorize the Board of Directors to acquire Mgmt For For
own shares
8. Authorize the Board of Directors to issue [right Mgmt For For
to] shares and to restrict or exclude shareholders'
pre-emptive rights
- --------------------------------------------------------------------------------------------------------------------------
KEPPEL CORPORATION LTD Agenda Number: 701505832
- --------------------------------------------------------------------------------------------------------------------------
Security: Y4722Z120
Meeting Type: EGM
Meeting Date: 25-Apr-2008
Ticker:
ISIN: SG1U68934629
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Authorize the Directors of the Company, for Mgmt For For
the purposes of the Companies Act, Chapter
50 of Singapore [the Companies Act], to purchase
or otherwise acquire issued ordinary shares
fully paid in the capital of the Company [the
Shares] not exceeding in aggregate the maximum
limit [issued shares representing not more
than 10% of the total number of issued shares],
at such price(s) as maybe determined by the
Directors of the Company from time to time
up to the maximum price [which is: (a) in the
case of a market purchase, 105%, of the Average
Closing Price; and (b) in the case of an off-market
purchase pursuant to an equal access scheme,
120%, of the Average Closing Price], whether
by way of: (a) market purchase(s) [each a Market
Purchase] on the Singapore Exchange Securities
Trading Limited [SGX-ST]; and/or (b) off-market
purchase(s) [each an Off-Market Purchase] in
accordance with any equal access scheme(s)
as may be determined or formulated by the Directors
as they consider fit, which scheme(s) shall
satisfy all the conditions prescribed by the
Companies Act; and otherwise approve in accordance
with all other laws and regulations, including
but not limited to, the provisions of the Companies
Act and listing rules of the SGX-ST as may
for the time being be applicable, [the share
purchase Mandate];[Authority expires the date
on which the next AGM of the Company [AGM]
is held or required by law to be held; or the
date on which the purchases or acquisitions
of shares by the Company pursuant to the share
purchase mandate are carried out to the full
extent mandated, whichever is the earlier];
to complete and do all such acts and things
[including without limitation, executing such
documents as may be required] as they and/or
he may consider necessary, expedient, incidental
or in the interests of the Company to give
effect to the transactions contemplated and/or
authorized by this ordinary resolution
2. Approve, for the purposes of Chapter 9 of the Mgmt For For
Listing Manual of the SGX-ST, for the Company,
its subsidiaries and target associated Companies
[as defined in the Circular to shareholders
dated 27 MAR 2008 [the Circular]], or any of
them, to enter into any of the transactions
falling within the types of interested person
transactions described in the Circular, with
any person who falls within the classes of
interested persons described in the Circular,
provided that such transactions are made on
normal commercial terms and in accordance with
the review procedures for interested person
transactions as set out in the Circular [the
IPT Mandate];[Authority continue in force until
the date that the next AGM is held or is required
by law to be held, whichever is earlier]; authorize:
the Audit Committee of the Company to take
such action as it deems proper in respect of
such procedures and/or to modify or implement
such procedures as may be necessary to take
into consideration any amendment to Chapter
9 of the Listing Manual of the SGX-ST which
may be prescribed by the SGX-ST from time to
time; and the Directors and/or any of them
to complete and do all such act sand things
[including, without limitation, executing such
documents as may be required] as they and/or
he may consider necessary, expedient, incidental
or in the interests of the Company to give
effect to the IPT Mandate and/or this ordinary
resolution
- --------------------------------------------------------------------------------------------------------------------------
KEPPEL CORPORATION LTD Agenda Number: 701505844
- --------------------------------------------------------------------------------------------------------------------------
Security: Y4722Z120
Meeting Type: AGM
Meeting Date: 25-Apr-2008
Ticker:
ISIN: SG1U68934629
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and adopt the Director's report and Mgmt For For
Audited accounts for the YE 31 DEC 2007
2. Approve to declare a final dividend of 10 cents Mgmt For For
per share tax exempt one-tier and a special
dividend of 45 cents per share tax exempt one-tier
for the YE 31 DEC 2007 [2006: final dividend
of 8 cents per share less tax]
3. Re-elect Mr. Lim Chee Onn as a Directors, who Mgmt For For
retires pursuant to Article 81B of the Company's
Articles of Association and who, being eligible,
offer themselves for re-election pursuant to
Article 81C
4. Re-elect Mr. Tony Chew Leong-Chee as a Directors, Mgmt For For
who retires pursuant to Article 81B of the
Company's Articles of Association and who,
being eligible, offer themselves for re-election
pursuant to Article 81C
5. Re-elect Mr. Teo Soon Hoe as a Directors, who Mgmt For For
retires pursuant to Article 81B of the Company's
Articles of Association and who, being eligible,
offer themselves for re-election pursuant to
Article 81C
6. Re-elect Mr. Sven Bang Ullring as a Director Mgmt For For
at the conclusion of this AGM, and who, being
eligible, offers himself for re-election pursuant
to Section 153(6) of the Companies Act [Chapter
50] to hold office until the conclusion of
the next AGM of the Company
7. Approve the remuneration of the Non-Executive Mgmt For For
Directors of the Company for the FYE 31 DEC
2007, comprising the following: a) the payment
of the Director's fees of an aggregate amount
of SGD 600,625 in cash [2006: SGD 610,000];
and b) 1) the award of an aggregate number
of 15,500 existing ordinary shares in the capital
of the Company [the 'Remuneration Shares']
to Mr. Tony Chew Leong-Chee, Mr. Lim Hock San,
Mr. Sven Bang Ullring, Tsao Yuan Mrs. Lee Soo
Ann, Mr. Leung Chun Ying, Mrs. Oon Kum Loon,
Mr. Tow Heng Tan and Mr. Yeo Wee Kiong [together,
the 'Non-Executive Directors'] as payment in
part of their respective remuneration for the
FYE 31 DEC 2007 as specified and authorize
the Directors of the Company to instruct a
3rd party agency to purchase from the market
15,500 existing shares at such price as the
Directors may deem fit and deliver the Remuneration
Shares to each the Non-Executive Director in
the manner [as specified] in (1) above and
3) any Director or the Secretary to do all
things necessary or desirable to give effect
to the above
8. Re-appoint the Auditors and authorize the Directors Mgmt For For
to fix their remuneration
9. Authorize the Board of Directors of the Company, Mgmt For For
pursuant to Section 161 of the Companies Act,
Chapter 50 of Singapore, and Article 48A of
the Company's Articles of Association, to:
a) i) issue shares in the capital of the Company
['Shares'] whether by way of right, bonus or
otherwise, and including any Capitalization
pursuant to Article 124 of the Company's Articles
of Association of any sum for the time being
standing to the credit of any of the Company's
reserve accounts or any sum standing to the
credit of the profit and loss account or otherwise
available for distribution; and/or ii) make
or grant offers, agreements or options that
might or would require Shares to be issued
[including but not limited to the creation
and issue of [as well as adjustments to] warrants,
debentures or other instruments convertible
into Shares] [collectively 'Instruments'],
at any time and upon such terms and conditions
and for such purposes and to such persons as
the Directors may in their absolute discretion
deem fit; and b) [notwithstanding that the
authority so conferred by this resolution may
have ceased to be in force] issue Shares in
pursuance of any Instrument made or granted
by the Directors while the authority was in
force, provided that: 1) the aggregate number
of Shares to be issued pursuant to this resolution
[including Shares to be issued in pursuance
of Instruments made or granted pursuant thereto
and any adjustments effected under any relevant
Instrument], does not exceed 50% of the issued
share capital of the Company [as specified],
of which the aggregate number of Shares to
be issued other than on a pro rata basis to
shareholders of the Company [including Shares
to be issued in pursuance of Instruments made
or granted pursuant to this resolution and
any adjustments effected under any relevant
Instrument] does not exceed 15% of the issued
Shares in the capital of the Company [as specified];
2) [subject to such manner of calculation as
may be prescribed by the Singapore Exchange
Securities Trading Limited['SGX-ST']] for the
purpose of determining the aggregate number
of Shares that may be issued [as specified],
the percentage of issued Shares shall be calculated
based on the issued Shares in the capital of
the Company as at the date of the passing of
this resolution after adjusting for: i) new
Shares arising from the conversion or exercise
of convertible securities or employee share
options or vesting of share awards outstanding
or subsisting as at the date of the passing
of this resolution; and ii) any subsequent
consolidation or sub-division of Shares; 3)
in exercising the power to make or grant Instruments
[including the making of any adjustments under
the relevant Instrument], the Company shall
comply with the provisions of the listing manual
of the SGX-ST for the time being in force [unless
such compliance has been waived by the SGX-ST]
and the Articles of Association for the time
being of the Company; and [Authority expires
at the conclusion of the next AGM required
by the law]
Transact such other business Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
KOMATSU LTD. Agenda Number: 701607814
- --------------------------------------------------------------------------------------------------------------------------
Security: J35759125
Meeting Type: AGM
Meeting Date: 24-Jun-2008
Ticker:
ISIN: JP3304200003
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting No vote
1. Approve Appropriation of Retained Earnings Mgmt For For
2.1 Appoint a Director Mgmt For For
2.2 Appoint a Director Mgmt For For
2.3 Appoint a Director Mgmt For For
2.4 Appoint a Director Mgmt For For
2.5 Appoint a Director Mgmt For For
2.6 Appoint a Director Mgmt For For
2.7 Appoint a Director Mgmt For For
2.8 Appoint a Director Mgmt For For
2.9 Appoint a Director Mgmt For For
2.10 Appoint a Director Mgmt For For
3. Appoint a Corporate Auditor Mgmt For For
4. Approve Payment of Bonuses to Directors Mgmt For For
5. Giving the Board of Directors the Authority Mgmt For For
to Issue Stock Acquisition Rights as Stock
Options to Employees of the Company and Directors
of Major Subsidiaries of the Company
- --------------------------------------------------------------------------------------------------------------------------
KOOKMIN BANK, SEOUL Agenda Number: 701457219
- --------------------------------------------------------------------------------------------------------------------------
Security: Y4822W100
Meeting Type: AGM
Meeting Date: 20-Mar-2008
Ticker:
ISIN: KR7060000007
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the financial statement Mgmt For For
2. Amend the Articles of Incorporation Mgmt For For
3. Elect the Directors Mgmt For For
4. Elect a candidate of Audit Committee Member Mgmt For For
who is not an outside Director
5. Elect a candidate of Audit Committee Member Mgmt For For
who is one of outside Directors
6. Approve the limit of remuneration of the Directors Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
LENOVO GROUP LTD Agenda Number: 701465735
- --------------------------------------------------------------------------------------------------------------------------
Security: Y5257Y107
Meeting Type: EGM
Meeting Date: 17-Mar-2008
Ticker:
ISIN: HK0992009065
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve and ratify, the S&P Agreement dated Mgmt For For
30 JAN 2008 in respect of the disposal of 100%
interest in the registered capital of Lenovo
Mobile Communication Technology Limited entered
into between, Lenovo Manufacturing Limited,
Lenovo [Beijing] Limited, Jade Ahead Limited,
LEV Ventures, Ample Growth Enterprises Limited,
Super Pioneer International Limited and the
Company [details have been defined in the circular
of the Company dated 20 FEB 2008], a copy of
which has been produced to the meeting marked
A and signed by the Chairman of the meeting
for identification purpose, and the transactions
contemplated there under; and authorize any
1 Director or any 2 Directors [if affixation
of the common seal is necessary] or any delegate(s)
by such Director(s) to sign and/or execute
all such other documents, instruments or agreements
and to do or take all such actions or things
as such Director(s) consider(s) necessary or
desirable to implement and/or give effect to
the terms of the S&P Agreement and the transactions
contemplated thereunder
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting No vote
IN RECORD DATE. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
M.A. INDUSTRIES LTD Agenda Number: 701405652
- --------------------------------------------------------------------------------------------------------------------------
Security: M67888103
Meeting Type: EGM
Meeting Date: 13-Dec-2007
Ticker:
ISIN: IL0010818198
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN SGM. THANK YOU. Non-Voting No vote
AS A CONDITION OF VOTING, ISRAELI MARKET REGULATIONS Non-Voting No vote
REQUIRE THAT YOU DISCLOSE WHETHER YOU HAVE
A CONTROLLING OR PERSONAL INTEREST IN THIS
COMPANY. SHOULD EITHER BE THE CASE, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
SO THAT WE MAY LODGE YOUR INSTRUCTIONS ACCORDINGLY.
IF YOU DO NOT HAVE A CONTROLLING OR PERSONAL
INTEREST, SUBMIT YOUR VOTE AS NORMAL
1. Approve the extension of the authorization of Mgmt For For
the Chairman, Mr. Abraham Biger, to hold office
in the dual capacity of Chairman and CEO for
a 3 year statutory period
- --------------------------------------------------------------------------------------------------------------------------
MANILA WATER COMPANY INC Agenda Number: 701457889
- --------------------------------------------------------------------------------------------------------------------------
Security: Y56999108
Meeting Type: AGM
Meeting Date: 31-Mar-2008
Ticker:
ISIN: PHY569991086
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve to determine the quorum Mgmt For For
2. Approve the minutes of the meeting of stockholders Mgmt For For
on 27 MAR 2007
3. Receive the annual report and approve the audited Mgmt For For
financial statement as of 31 DEC 2007
4. Ratify all acts and resolutions during the preceding Mgmt For For
year of the Board of Directors, Executive Committee,
Management Committee and Officers
5. Elect the Directors including Independent Directors Mgmt For For
6. Elect the External Auditor and approve to fix Mgmt For For
its remuneration
7. Any other business Non-Voting No vote
8. Adjournment Mgmt Against Against
- --------------------------------------------------------------------------------------------------------------------------
MITSUBISHI CORPORATION Agenda Number: 701608246
- --------------------------------------------------------------------------------------------------------------------------
Security: J43830116
Meeting Type: AGM
Meeting Date: 25-Jun-2008
Ticker:
ISIN: JP3898400001
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting No vote
1. Approve Appropriation of Retained Earnings Mgmt For For
2.1 Appoint a Director Mgmt For For
2.2 Appoint a Director Mgmt For For
2.3 Appoint a Director Mgmt For For
2.4 Appoint a Director Mgmt For For
2.5 Appoint a Director Mgmt For For
2.6 Appoint a Director Mgmt For For
2.7 Appoint a Director Mgmt For For
2.8 Appoint a Director Mgmt For For
2.9 Appoint a Director Mgmt For For
2.10 Appoint a Director Mgmt For For
2.11 Appoint a Director Mgmt For For
2.12 Appoint a Director Mgmt Against Against
2.13 Appoint a Director Mgmt For For
2.14 Appoint a Director Mgmt For For
2.15 Appoint a Director Mgmt For For
3.1 Appoint a Corporate Auditor Mgmt For For
3.2 Appoint a Corporate Auditor Mgmt Against Against
3.3 Appoint a Corporate Auditor Mgmt For For
3.4 Appoint a Corporate Auditor Mgmt For For
4. Approve Payment of Bonuses to Directors Mgmt For For
5. Grant stock acquisition rights as stock options Mgmt For For
6. Approve reserved retirement remuneration for Mgmt For For
Directors
- --------------------------------------------------------------------------------------------------------------------------
MITSUBISHI UFJ FINANCIAL GROUP,INC. Agenda Number: 701620230
- --------------------------------------------------------------------------------------------------------------------------
Security: J44497105
Meeting Type: AGM
Meeting Date: 27-Jun-2008
Ticker:
ISIN: JP3902900004
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting No vote
1. Approve Appropriation of Retained Earnings Mgmt For For
2.1 Appoint a Director Mgmt For For
2.2 Appoint a Director Mgmt For For
2.3 Appoint a Director Mgmt For For
2.4 Appoint a Director Mgmt For For
2.5 Appoint a Director Mgmt For For
2.6 Appoint a Director Mgmt For For
2.7 Appoint a Director Mgmt For For
2.8 Appoint a Director Mgmt For For
2.9 Appoint a Director Mgmt For For
2.10 Appoint a Director Mgmt For For
2.11 Appoint a Director Mgmt For For
2.12 Appoint a Director Mgmt For For
2.13 Appoint a Director Mgmt For For
2.14 Appoint a Director Mgmt For For
2.15 Appoint a Director Mgmt For For
2.16 Appoint a Director Mgmt Against Against
2.17 Appoint a Director Mgmt Against Against
3. Establishment of the Amount of Remuneration, Mgmt For For
etc. to be Paid as Bonus to Directors
- --------------------------------------------------------------------------------------------------------------------------
MITSUI & CO.,LTD. Agenda Number: 701607903
- --------------------------------------------------------------------------------------------------------------------------
Security: J44690139
Meeting Type: AGM
Meeting Date: 24-Jun-2008
Ticker:
ISIN: JP3893600001
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting No vote
1. Approve Appropriation of Retained Earnings Mgmt For For
2.1 Appoint a Director Mgmt For For
2.2 Appoint a Director Mgmt For For
2.3 Appoint a Director Mgmt For For
2.4 Appoint a Director Mgmt For For
2.5 Appoint a Director Mgmt For For
2.6 Appoint a Director Mgmt For For
2.7 Appoint a Director Mgmt For For
2.8 Appoint a Director Mgmt For For
2.9 Appoint a Director Mgmt For For
2.10 Appoint a Director Mgmt For For
2.11 Appoint a Director Mgmt For For
2.12 Appoint a Director Mgmt For For
2.13 Appoint a Director Mgmt For For
3.1 Appoint a Corporate Auditor Mgmt Against Against
3.2 Appoint a Corporate Auditor Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
MTR CORP LTD Agenda Number: 701560220
- --------------------------------------------------------------------------------------------------------------------------
Security: Y6146T101
Meeting Type: AGM
Meeting Date: 29-May-2008
Ticker:
ISIN: HK0066009694
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and approve the audited Statement of Mgmt For For
Accounts and the Reports of the Directors and
the Auditors of the Company for the year ended
31 DEC 2007
2. Declare a final dividend for the YE 31 DEC 2007 Mgmt For For
3.a Elect Professor Chan Ka-Keung, Ceajer as a Member Mgmt For For
of the Board of Directors of the Company
3.b Elect Mr. Ng Leung-sing as a Member of the Board Mgmt For For
of Directors of the Company
3.c Elect Mr. Abraham Shek Lai-him as a Member fo Mgmt For For
the Board of Directors of the Company
3.d Re-elect Mr. Edward Ho Sing-tin as a Member Mgmt For For
of the Board of Directors of the Company
4. Re-appoint KPMG as the Auditors of the Company Mgmt For For
and authorize the Board of Directors to determine
their remuneration
5. Authorize the exercise by the Board of Directors Mgmt For For
during the relevant period of all the powers
of the Company to allot, issue, grant, distribute
and otherwise deal with additional Shares and
to make, issue or grant offers, agreements,
options, warrants and other securities which
will or might require Shares to be allotted,
issued, granted, distributed or otherwise dealt
with during or after the end of the relevant
period, the aggregate nominal amount of share
capital allotted, issued, granted, distributed
or otherwise dealt with or agreed conditionally
or unconditionally to be allotted, issued,
granted, distributed or otherwise dealt with
[whether pursuant to an option, conversion
or otherwise] by the Board of Directors pursuant
to the approval in this resolution, otherwise
than pursuant to (i) a Rights Issue; or (ii)
any option scheme or similar arrangement for
the time being adopted for the grant or issue
to the members of the Executive Directorate
and/or officers and/or employees of the Company
and/or any of its subsidiaries of Shares or
rights to acquire Shares, including without
limitation pursuant to the Rules of the Company’s
Pre-Global Offering Share Option Scheme, the
Rules of the Company's New Joiners Share Option
Scheme and also the Rules of the Company's
2007 Share Option Scheme; or (iii) the exercise
of rights of subscription or conversion under
the terms of any warrant issued by the Company
or any securities which are convertible into
Shares; or (iv) any scrip dividend or similar
arrangement providing for the allotment of
Shares in lieu of the whole or part of a dividend
on Shares pursuant to the Articles of Association
of the Company from time to time; shall not
exceed the aggregate of:10% of the aggregate
nominal amount of the share capital of the
Company in issue as at the date of passing
this Resolution 5; and [if the Board of Directors
is so authorized by a separate resolution of
the shareholders of the Company] the aggregate
nominal amount of share capital of the Company
purchased by the Company subsequent to the
passing of this Resolution 5 [up to a maximum
equivalent to ten per cent. of the aggregate
nominal amount of the share capital of the
Company in issue as at the date of passing
this Resolution 5]; [Authority expires the
earlier at the conclusion of the next AGM of
the Company or the expiration of the period
within which the next AGM of the Company is
required by the Articles of Association of
the Company or any applicable law to be held]
6. Authorize the Board of Directors during the Mgmt For For
relevant period of all the powers of the Company
to purchase Shares on The Stock Exchange of
Hong Kong Limited [the "Stock Exchange"] or
any other stock exchange on which the Shares
may be listed and which is recognized for this
purpose by the Securities and Futures Commission
and the Stock Exchange, in accordance with
all applicable laws, including the Hong Kong
Code on Share Repurchases and the Rules Governing
the Listing of Securities on The Stock Exchange
of Hong Kong Limited [as amended from time
to time] the aggregate nominal amount of Shares
which may be purchased or agreed conditionally
or unconditionally to be purchased pursuant
to the approval in this resolution above shall
not exceed 10% of the aggregate nominal amount
of the share capital of the Company in issue
as at the date of passing of this Resolution
6; [Authority expires the earlier at the conclusion
of the next AGM of the Company or the expiration
of the period within which the next AGM of
the Company is required by the Articles of
Association of the Company or any applicable
law to be held]
7. Authorize, conditional on the passing of Resolutions Mgmt For For
5 and 6, the exercise by the Board of Directors
of the powers referred to Resolution 5 in respect
of the share capital of the Company referred
to Resolution 5
- --------------------------------------------------------------------------------------------------------------------------
MUENCHENER RUECKVERSICHERUNGS-GESELLSCHAFT AKTIENGESELLSCHAFT IN MUENCHEN, MUENC Agenda Number: 701486929
- --------------------------------------------------------------------------------------------------------------------------
Security: D55535104
Meeting Type: AGM
Meeting Date: 17-Apr-2008
Ticker:
ISIN: DE0008430026
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
AS A CONDITION OF VOTING, GERMAN MARKET REGULATIONS Non-Voting No vote
REQUIRE THAT YOU DISCLOSE WHETHER YOU HAVE
A CONTROLLING OR PERSONAL INTEREST IN THIS
COMPANY. SHOULD EITHER BE THE CASE, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
SO THAT WE MAY LODGE YOUR INSTRUCTIONS ACCORDINGLY.
IF YOU DO NOT HAVE A CONTROLLING OR PERSONAL
INTEREST, SUBMIT YOUR VOTE AS NORMAL. THANK
YOU
PLEASE NOTE THAT THESE SHARES MAY BE BLOCKED Non-Voting No vote
DEPENDING ON SOME SUBCUSTODIANS' PROCESSING
IN THE MARKET. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1.A Submission of the report of the Supervisory Non-Voting No vote
Board and the corporate governance report including
the remuneration report for the financial
year 2007
1.B Submission of the adopted Company financial Non-Voting No vote
statements and management report for the financial
year 2007, the approved consolidated financial
statements and management report for the Group
for the financial year 2007, and the explanatory
report on the information in accordance with
Sections 289 para. 4 and 315 para. 4 of the
German Commercial Code
2. Resolution on the appropriation of the net retained Mgmt For For
profi ts from the financial year 2007
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 15 of the Articles of Association Mgmt For For
(Remuneration of the Supervisory Board)
- --------------------------------------------------------------------------------------------------------------------------
NESTLE SA, CHAM UND VEVEY Agenda Number: 701442179
- --------------------------------------------------------------------------------------------------------------------------
Security: H57312466
Meeting Type: OGM
Meeting Date: 10-Apr-2008
Ticker:
ISIN: CH0012056047
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting No vote
IN THIS MARKET. PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Registration For Against
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
PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting No vote
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF RECORD DATE. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
NESTLE SA, CHAM UND VEVEY Agenda Number: 701490790
- --------------------------------------------------------------------------------------------------------------------------
Security: H57312466
Meeting Type: AGM
Meeting Date: 10-Apr-2008
Ticker:
ISIN: CH0012056047
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting Take No Action
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 Take No Action
MEETING NOTICE SENT UNDER MEETING 438827, 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, annual financial Mgmt Take No Action
statements of Nestle S.A., and consolidated
financial statements of Nestle Group 2007,
report of the Auditors
2. Grant discharge to the Board of Directors and Mgmt Take No Action
the Management
3. Approve the appropriation of profits resulting Mgmt Take No Action
from the balance sheet of Nestle S.A.
4.1.1 Elect Mr. Andreas Koopmann to the Board of Directors Mgmt Take No Action
[for a term of 3 years]
4.1.2 Elect Mr. Rolf Haenggi to the Board of Directors Mgmt Take No Action
[for a term of 3 years]
4.2.1 Elect Mr. Paul Bulcke to the Board of Directors Mgmt Take No Action
[for a term of 3 years]
4.2.2 Elect Mr. Beat W. Hess to the Board of Directors Mgmt Take No Action
[for a term of 3 years]
4.3 Re-elect KPMG SA as the Auditors [for a term Mgmt Take No Action
of 1 year]
5.1 Approve CHF 10.1 million reduction in share Mgmt Take No Action
capital via cancellation of 10.1 million
5.2 Approve 1:10 stock split Mgmt Take No Action
5.3 Amend the Article 5 and 5 BIS Paragraph 1 of Mgmt Take No Action
the Articles of Association
6. Approve the complete revision of the Articles Mgmt Take No Action
of Association
- --------------------------------------------------------------------------------------------------------------------------
NINTENDO CO.,LTD. Agenda Number: 701613083
- --------------------------------------------------------------------------------------------------------------------------
Security: J51699106
Meeting Type: AGM
Meeting Date: 27-Jun-2008
Ticker:
ISIN: JP3756600007
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting No vote
1. Approve Appropriation of Retained Earnings Mgmt For For
2.1 Appoint a Director Mgmt For For
2.2 Appoint a Director Mgmt For For
2.3 Appoint a Director Mgmt For For
2.4 Appoint a Director Mgmt For For
2.5 Appoint a Director Mgmt For For
2.6 Appoint a Director Mgmt For For
2.7 Appoint a Director Mgmt For For
2.8 Appoint a Director Mgmt For For
2.9 Appoint a Director Mgmt For For
2.10 Appoint a Director Mgmt For For
2.11 Appoint a Director Mgmt For For
2.12 Appoint a Director Mgmt For For
2.13 Appoint a Director Mgmt For For
3.1 Appoint a Corporate Auditor Mgmt For For
3.2 Appoint a Corporate Auditor Mgmt Against Against
- --------------------------------------------------------------------------------------------------------------------------
ROYAL KPN NV Agenda Number: 701482565
- --------------------------------------------------------------------------------------------------------------------------
Security: N4297B146
Meeting Type: AGM
Meeting Date: 15-Apr-2008
Ticker:
ISIN: NL0000009082
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Opening and announcements Non-Voting No vote
2. Report by the Board of Management for the FY Non-Voting No vote
2007
3. Adopt the financial statements for the FY 2007 Mgmt For For
4. Explaination of the financial and dividend policy Non-Voting No vote
5. Adopt the dividend over the FY 2007 Mgmt For For
6. Grant discharge the members of the Board of Mgmt For For
Management from liability
7. Grant discharge the members of the Supervisory Mgmt For For
board from liability
8. Appoint the Auditor Mgmt For For
9. Approve the arrangement in shares as longterm Mgmt For For
incentive element of the remuneration package
of members of the Board of Management
10. Amend the remuneration for the Supervisory Board Mgmt For For
11. Announcement concerning vacancies in the Supervisory Non-Voting No vote
Board arising in 2009
12. Authorize the Board of Management to resolve Mgmt For For
that the Company may acquire its own shares
13. Approve to reduce the capital through cancellation Mgmt For For
of own shares
14. Transact any other business and close the meeting Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
RWE AG, ESSEN Agenda Number: 701479455
- --------------------------------------------------------------------------------------------------------------------------
Security: D6629K109
Meeting Type: AGM
Meeting Date: 17-Apr-2008
Ticker:
ISIN: DE0007037129
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
AS A CONDITION OF VOTING, GERMAN MARKET REGULATIONS Non-Voting No vote
REQUIRE THAT YOU DISCLOSE WHETHER YOU HAVE
A CONTROLLING OR PERSONAL INTEREST IN THIS
COMPANY. SHOULD EITHER BE THE CASE, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
SO THAT WE MAY LODGE YOUR INSTRUCTIONS ACCORDINGLY.
IF YOU DO NOT HAVE A CONTROLLING OR PERSONAL
INTEREST, SUBMIT YOUR VOTE AS NORMAL. THANK
YOU.
PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS Non-Voting No vote
MEETING IS 27 MAR 2008, 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 No vote
annual report for the 2007 FY with the report
of the Supervisory Board, the group financial
statements and group annual report, and the
proposal of the appropriation of the distributable
profit
2. Resolution on the appropriation of the distributable Mgmt For For
profit of EUR 1,771,586,622.55 as follows:
Payment of a dividend of EUR 3.15 per no-par
share EUR 10,872.55 shall be carried forward
Ex-dividend and payable date: 18 APR 2008
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 2008 FY: Mgmt For For
PricewaterhouseCoopers AG, Essen
6. Renewal of the authorization to acquire own Mgmt For For
shares the Company shall be authorized to acquire
own shares of up to 10% of its share capital,
at a price differing neither more than 10%
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 16 OCT 2009;
the Company shall also be authorized to use
put and call options for the repurchase of
up to 5% of its own shares, on or before 16
OCT 2009; the price paid and received for such
options shall not deviate more than 5% from
their theoretical market value, the price paid
for own shares shall not deviate more than
20% from the market price of the shares the
Board of Managing Directors shall be authorized
to dispose of the shares in a manner other
than the stock exchange or an offer to all
shareholders if the shares are sold at a price
not materially below their market price, to
use the shares in connection with mergers and
acquisitions, and to retire the shares
7. Resolution on the creation of new authorized Mgmt For For
capital, and the corresponding amendment to
the Article of Association; the Board of Managing
Directors shall be authorized, with the consent
of the Supervisory Board, to increase the Company's
share capital by up to EUR 287,951,360 through
the issue of new bearer no-par shares against
payment in cash or kind, on or before 16 APR
2013; Shareholders shall be granted subscription
rights except for a capital increase of up
to 10% of the Company's share capital against
payment in cash if the new shares are issued
at a price not materially below their market
price, for a capital increase against payment
in kind in connection with mergers and acquisitions,
and for residual amounts
COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting No vote
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF
THE APPLICATION. IF YOU WISH TO ACT ON THESE
ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND
AND VOTE YOUR SHARES AT THE COMPANYS MEETING.
- --------------------------------------------------------------------------------------------------------------------------
SAMCHULLY CO LTD Agenda Number: 701466460
- --------------------------------------------------------------------------------------------------------------------------
Security: Y7467M105
Meeting Type: AGM
Meeting Date: 21-Mar-2008
Ticker:
ISIN: KR7004690004
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the financial statement, income statement, Mgmt For For
balance sheet and proposed disposition of retained
earning 42nd
2. Approve the partial amendment of the Articles Mgmt For For
of Incorporation
3. Elect 5 Standing-Directors and 1 Non-Standing Mgmt For For
Director
4. Appoint the Member for the Audit Committee who Mgmt For For
is External Director
5. Approve the remuneration limit for the Directors Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
SCOTTISH AND SOUTHERN ENERGY PLC, PERTH Agenda Number: 701309987
- --------------------------------------------------------------------------------------------------------------------------
Security: G7885V109
Meeting Type: AGM
Meeting Date: 26-Jul-2007
Ticker:
ISIN: GB0007908733
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the financial statements and the reports Mgmt For For
of the Directors and the Auditors for the FYE
31 MAR 2007
2. Approve the remuneration report of the Board Mgmt For For
for the FYE 31 MAR 2007
3. Declare a final dividend for the YE 31 MAR 2007 Mgmt For For
of 39.9 pence per ordinary share
4. Elect Mr. Nick Baldwin as a Director of the Mgmt For For
Company
5. Elect Mr. Richard Gillingwater as a Director Mgmt For For
of the Company
6. Re-elect Mr. Alistair Phillips-Davies as a Director Mgmt For For
of the Company
7. Re-elect Sir. Kevin Smith as a Director of the Mgmt For For
Company
8. Appoint KPMG Audit PLC as the Auditor of the Mgmt For For
Company to hold Office until the conclusion
of this meeting until the conclusion of the
next general meeting at which financial statements
are laid before the Company
9. Authorize the Directors to determine the Auditors' Mgmt For For
remuneration
10. Authorize the Directors, for the purpose of Mgmt For For
Section 80 of the Companies Act 1985, to allot
relevant securities [as defined within that
Section] up to an aggregate nominal amount
of GBP 143,668,653; [Authority expires at the
conclusion of the next AGM of the Company];
and the Directors may allot relevant securities
after the expiry of this authority in pursuance
of such an offer or agreement made prior to
such expiry
S.11 Authorize the Directors, subject to the passing Mgmt For For
of Resolution 10 and pursuant to Section 95
of the Companies Act 1985 [the Act], to allot
equity securities [Section 94 of the Act] wholly
for cash pursuant to the authority conferred
by Resolution 10, disapplying the statutory
pre-emption rights [Section 89(1) of the Act],
provided that this power is limited to the
allotment of equity securities: a) in connection
with an offer of such securities by way of
rights to holders of ordinary shares in proportion
[as nearly as may be practicable] to their
respective holdings of such shares, but subject
to such exclusions or other arrangements as
the Directors may deem necessary or expedient
in relation to fractional entitlements or any
legal or practical problems under the Laws
of any territory, or the requirements of any
regulatory body or stock exchange; and b) up
to an aggregate nominal amount of GBP 21,550,298;
[Authority expires at the conclusion of the
next AGM of the Company]; and the Directors
may allot equity securities after the expiry
of this authority in pursuance of such an offer
or agreement made prior to such expiry
S.12 Authorize the Company, pursuant to the Article Mgmt For For
12 of the Articles of Association and for the
purpose of Section 166 of the Companies Act
1985 [the Act], to make 1 or more market purchases
[Section 163(3) of the Act] of up to 86,201,192
ordinary shares, representing 10% of the Company's
issued ordinary share capital, of 50p each
in the capital of the Company, at a minimum
price of 50p and the maximum price not more
than 5% above the average middle market quotations
for such shares derived from the London Stock
Exchange Daily Official List, over the previous
5 business days; [Authority expires the earlier
of the conclusion of the Company's next AGM
or 15 months]; and the Company, before the
expiry, may make a contract to purchase ordinary
shares which will or may be executed wholly
or partly after such expiry
13. Authorize the company to send or supply documents Mgmt For For
or information to Members by making them available
on a website
14. Approve to increase the limitation on the maximum Mgmt For For
potential value of awards which may be granted
in any FY to any executive under Rule 3.5 of
Scottish and Southern Energy Performance Share
Plan from 100% of base salary to 150% of base
salary
- --------------------------------------------------------------------------------------------------------------------------
SIBIR ENERGY PLC, LONDON Agenda Number: 701352673
- --------------------------------------------------------------------------------------------------------------------------
Security: G7676S125
Meeting Type: EGM
Meeting Date: 18-Sep-2007
Ticker:
ISIN: GB00B04M0Q71
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Authorize the Directors of the Company, in accordance Mgmt For For
with Section 80 of the Companies Act 1985 [the
"Act"] [and in substitution for any existing
authority to allot relevant securities, save
to the extent previously exercised] to allot
the relevant securities [Section 80(2) of the
Act] up to an aggregate nominal amount of GBP
8,520,631.00; [Authority expires 18 calendar
months from the date of passing of this resolution];
and the Directors may allot relevant securities
after the expiry of this authority in pursuance
of such an offer or agreement made prior to
such expiry and such authority shall be in
substitution for all authorities previously
conferred upon the Directors pursuant to Section
80 of the Act
S.2 Authorize the Directors, pursuant to Section Mgmt For For
95 of the Companies Act and Article 6 of the
Articles of Association of the Company, to
allot equity securities [Section 94(2) of the
Act] of the Company for cash pursuant to the
authority conferred by Resolution 1, disapplying
the statutory pre-emption rights [Section 89(1)],
provided that this power is limited to the
allotment of equity securities up to an aggregate
nominal amount of GBP 1,549,205.60 to OJSC
Tsentralnaya Toplivnaya Kompaniya [Central
Fuel Company] as specified
S.3 Adopt the amended Articles of Association, as Mgmt For For
specified, as the Articles of Association of
the Company in substitution for and to the
exclusion of the existing Articles of Association
- --------------------------------------------------------------------------------------------------------------------------
SIBIR ENERGY PLC, LONDON Agenda Number: 701352685
- --------------------------------------------------------------------------------------------------------------------------
Security: G7676S125
Meeting Type: AGM
Meeting Date: 18-Sep-2007
Ticker:
ISIN: GB00B04M0Q71
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and adopt the accounts of the Company Mgmt Against Against
for the FYE 31 DEC 2006, together with the
report of the Directors of the Company and
the Auditors of the Company on those accounts
2. Re-elect Mr. U. Haener as a Director of the Mgmt For For
Company, who retires by rotation
3. Re-elect Mr. S. Detmer as a Director of the Mgmt For For
Company, who retires by rotation
4. Re-appoint Ernst & Young as the Auditors of Mgmt For For
the Company to hold office until the conclusion
of the next general meeting at which the accounts
are laid before the Company
5. Authorize the Directors of the Company to determine Mgmt For For
the remuneration of the Auditors for the ensuing
year
- --------------------------------------------------------------------------------------------------------------------------
TELEFONICA S A Agenda Number: 701508725
- --------------------------------------------------------------------------------------------------------------------------
Security: 879382109
Meeting Type: AGM
Meeting Date: 22-Apr-2008
Ticker:
ISIN: ES0178430E18
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
I. Examination and approval, if appropriate, of Mgmt For For
the Individual Annual Accounts, of the Consolidated
Financial Statements and of the Management
Report of Telefonica, S.A. and its Consolidated
Group of Companies, as well as of the proposed
allocation of profits/lossed of Telefonica,
S.A. and of the management of its Board of
Directors, all with respect to the Fiscal Year
2007.
II.1 Re-election of Mr. Jose Fernando de Almansa Mgmt For For
Moreno-Barreda to the Board of Directors.
II.2 Ratification of the interim appointment of Mr. Mgmt For For
Jose Maria Abril Perez to the Board of Directors.
II.3 Ratification of the interim appointment of Mr. Mgmt For For
Francisco Javier de Paz Mancho to the Board
of Directors.
II.4. Ratification of the interim appointment of Ms. Mgmt For For
Maria Eva Castillo Sanz to the Board of Directors.
II.5. Ratification of the interim appointment of Mr. Mgmt For For
Luiz Fernando Furlan to the Board of Directors.
III. Authorization to acquire the Company's own shares, Mgmt For For
either directly or through Group Companies.
IV. Reduction of the share capital through the cancellation Mgmt For For
of shares of treasury stock, excluding creditors'
right to object, and amendment of the article
of the By-Laws relating to the share capital.
V. Appointment of the Auditors of the Company for Mgmt For For
the Fiscal Year 2008.
VI. Delegation of powers to formalize, interpret, Mgmt For For
cure and carry out the resolutions adopted
by the shareholders at the General Shareholders'
Meeting.
- --------------------------------------------------------------------------------------------------------------------------
TOYOTA MOTOR CORPORATION Agenda Number: 701616027
- --------------------------------------------------------------------------------------------------------------------------
Security: J92676113
Meeting Type: AGM
Meeting Date: 24-Jun-2008
Ticker:
ISIN: JP3633400001
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve Appropriation of Profits Mgmt For For
2.1 Appoint a Director Mgmt For For
2.2 Appoint a Director Mgmt For For
2.3 Appoint a Director Mgmt For For
2.4 Appoint a Director Mgmt For For
2.5 Appoint a Director Mgmt For For
2.6 Appoint a Director Mgmt For For
2.7 Appoint a Director Mgmt For For
2.8 Appoint a Director Mgmt For For
2.9 Appoint a Director Mgmt For For
2.10 Appoint a Director Mgmt For For
2.11 Appoint a Director Mgmt For For
2.12 Appoint a Director Mgmt For For
2.13 Appoint a Director Mgmt For For
2.14 Appoint a Director Mgmt For For
2.15 Appoint a Director Mgmt For For
2.16 Appoint a Director Mgmt For For
2.17 Appoint a Director Mgmt For For
2.18 Appoint a Director Mgmt For For
2.19 Appoint a Director Mgmt For For
2.20 Appoint a Director Mgmt For For
2.21 Appoint a Director Mgmt For For
2.22 Appoint a Director Mgmt For For
2.23 Appoint a Director Mgmt For For
2.24 Appoint a Director Mgmt For For
2.25 Appoint a Director Mgmt For For
2.26 Appoint a Director Mgmt For For
2.27 Appoint a Director Mgmt For For
2.28 Appoint a Director Mgmt For For
2.29 Appoint a Director Mgmt For For
2.30 Appoint a Director Mgmt For For
3 Allow Board to Authorize Use of Stock Options Mgmt For For
4 Approve Purchase of Own Shares Mgmt For For
5 Approve Payment of Accrued Benefits associated Mgmt Against Against
with Abolition of Retirement Benefit System
for Current Corporate Auditors
6 Amend the Compensation to be Received by Corporate Mgmt For For
Auditors
7 Approve Payment of Bonuses to Directors and Mgmt For For
Corporate Auditors
- --------------------------------------------------------------------------------------------------------------------------
UBISOFT ENTERTAINMENT, MONTREUIL Agenda Number: 701278207
- --------------------------------------------------------------------------------------------------------------------------
Security: F9396N106
Meeting Type: MIX
Meeting Date: 04-Jul-2007
Ticker:
ISIN: FR0000054470
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
French Resident Shareowners must complete, sign Non-Voting No vote
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.
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 on 31 MAR 2007; accordingly,
grant permanent discharge to the Directors
for the performance of their duties during
the said FY
O.2 Approve the recommendations of the Board of Mgmt For For
Directors and resolves that the income for
FY be appropriated as follows: earnings for
the FY: EUR 16,047,402.52; to the retained
losses account: EUR 13,406,663.08; balance:
EUR 2, 640,739.44: legal reserve: EUR 198,186.54,
balance to the other reserves account: EUR
2,442,552.90
O.3 Receive the reports of the Board of Directors Mgmt For For
and the Auditors, approve the consolidated
financial statements for the said FY
O.4 Receive the special report of the Auditors on Mgmt Against Against
agreements governed by Article L.225-40 ET
sequence of the French Commercial Code and
approve the new Agreements entered into and
the ones which remained in force during the
FY referred to therein
O.5 Approve to renew the appointment of Mr. Yves Mgmt Against Against
Guillemot as a Director for a 6-year period
O.6 Approve to renew the appointment of Mr. Michel Mgmt Against Against
Guillemot as a Director for a 6-year period
O.7 Approve to renew the appointment of Mr. Claude Mgmt Against Against
Guillemot as a Director for a 6-year period
O.8 Approve to renew the appointment of Mr. Gerard Mgmt Against Against
Guillemot as a Director for a 6-year period
O.9 Approve to renew the appointment of Mr. Christian Mgmt Against Against
Guillemot as a Director for a 6-year period
O.10 Approve to renew the appointment of Mr. Marc Mgmt Against Against
Fiorentino as a Director for a 6-year period
O.11 Approve to renew the appointment of the Company Mgmt For For
KPMG SA, represented by Mr. Laurent Prevost,
as a Statutory Auditor for a 6-year period
O.12 Appoint Mr. Prashant Shah, to replace Mr. Pierre Mgmt For For
Berthelot, as a Deputy Auditor for a 6-year
period
O.13 Authorize the Board of Directors to buy back Mgmt For For
the Company's shares on the open market, subject
to the conditions specified: maximum purchase
price: EUR 70.00, maximum number of shares
to be acquired: 10% of the share capital, maximum
funds invested in the share buybacks: EUR 317,887,276.00;
[Authority expires at the end of 18-month period];
it cancels, effective immediately, for the
unused portion thereof, the authority granted
by the combined shareholders' meeting of 25
SEP 2006; and to take all necessary measures
and accomplish all necessary formalities
O.14 Grant full powers to the bearer of an original, Mgmt For For
a copy or extract of the minutes of this meeting
to carry out all filings, publications and
other formalities prescribed by Law
E.15 Authorize the Board of Directors to proceed Mgmt For For
with the reduction of the share capital, on
1 or more occasions, at its sole discretion,
by canceling all or part of the shares held
by the Company in connection with various Stock
purchase plans, up to a maximum of 10% of the
share capital over a 24-Month period; [Authority
expires at the end of 18 month period]; it
cancels effective immediately, for the unused
portion thereof, the authority granted by the
combined shareholders' meeting of 25 SEP 2006
E.16 Authorize the Board of Directors to proceed Mgmt For For
with the issue, in 1 or more occasions, in
France or Abroad, with the shareholders' preferred
subscription rights maintained of shares or
any securities giving access to the capital;
the maximal nominal amount of capital increases
to be carried out under this delegation of
authority shall not exceed EUR 2,000,000.00;
[Authority expires at the end of 26-month period];
it supersedes any and all earlier delegation
to the same effect; and to take all necessary
measures and accomplish all necessary formalities
E.17 Authorize the Board of Directors to proceed Mgmt Against Against
with the issue, in 1 or more occasions, in
France or Abroad, with cancellation of the
shareholders' preferred subscription rights,
of shares or any securities giving access to
the capital; the maximal nominal amount of
capital increases to be carried out under this
delegation of authority shall not exceed EUR
2,000,000.00; [Authority expires at the end
of 26-month period], it supersedes and all
earlier Delegations to the same effect; and
to take all necessary measures and accomplish
all necessary formalities
E.18 Authorize the Board of Directors to increase Mgmt For For
the share capital, on 1 or more occasions at
its sole discretion, in favor of employees
and former employees of the Company and related
Companies who are Members of a Company Savings
Plan; [Authority expires at the end of 26-month
period] and for a nominal amount that shall
not exceed 0.05% of the share capital; this
Delegation of powers supersedes any and all
earlier Delegations to the same effect; and
to take all necessary measures and accomplish
all necessary formalities
E.19 Authorize the Board of Directors all powers Mgmt Against Against
to grant, in 1 or more transactions, in favor
of Members of the employees and the Corporate
Officers of the Company and related Companies
options giving the right to subscribe or to
purchase ordinary shares of the Company, it
being provided that the options shall not give
rights to a total number of Shares, which shall
exceed 3.50% of the existing shares; [Authority
is granted for a 38-Month period]; it cancels,
effective immediately, for the unused portion
thereof, the authority granted by the combined
Shareholders' meeting of 25 SEP 2006; and to
take all necessary measures and accomplish
all necessary formalities
E.20 Authorize the Board of Directors to grant, for Mgmt Against Against
free, on 1 or more occasions, existing or future
shares in favor of the employees of the Corporate
Officers of the Company and related Companies;
they may not represent more than 0.50% of the
share capital; [Authority expires at the end
of 38 month period]; and to take all necessary
measures and accomplish all necessary formalities
E.21 Authorize the Board of Directors to proceed Mgmt For For
with one or more occasions, up to a maximum
nominal amount of 0.50% of the share capital
by issuance of ordinary shares of the Company,
with cancellation of the preferred subscription
rights in favor of the employees and Corporate
Officers of the Company; the head office of
which is located abroad [hereunder the Subsidiaries];
[Authority expires at the end of 18-month period];
it supersedes any and all earlier Delegations
to the same effect; and to take all necessary
measures and accomplish all necessary formalities
E.22 Authorize the Board of Directors all powers Mgmt For For
to proceed in 1 or more issues, with the issuance
of ordinary Shares of the Company the subscription
of which is reserved for the former BSAR 2008
holders concerned by an early refund of 26
FEB 2007; consequently the shareholders meeting
decides that the capital increases shall not
give right to the issuance of a number of ordinary
shares [of a par value of EUR 0.155 each] exceeding
238,762 shares; and to take all necessary measures
and accomplish all necessary formalities
E.23 Approve to set the overall ceiling of the capital Mgmt For For
increase as follows: the issue(s) of ordinary
shares securities with shareholders' preferred
rights maintained, specified in Resolution
No 16, shall not give rights to maximum nominal
amount of capital increase exceeding EUR 2,000,000.00,
the issues of ordinary shares or securities,
with cancellation of the shareholders' preferred
rights, specified Resolution No. 17 shall not
give right to maximum nominal amount of capital
increase exceeding EUR 2,000,000.00, the issues
of ordinary shares or securities, with cancellation
of the shareholders' preferred rights, in favor
of the employees and former employees who are
Members of an enterprise Savings Plan, specified
in Resolution No. 18, shall not exceed 0.05%
of the share capital, the number of ordinary
Shares to be granted for free, set forth in
resolution No. 20, shall not exceed 0.50% of
the number of ordinary shares, the issues of
ordinary shares or securities giving access
to the capital with cancellation of the shares
preferred rights, in favor of the employees
and Corporate Officers of the subsidiaries
of the Company; the head office of which is
abroad specified in Resolution No. 21 shall
not exceed 0.50% of the share capital, the
issues of the ordinary shares or Securities,
in favor of former BSAR 2008 holders, specified
in Resolution No. 22, shall not exceed a number
of 238,762 shares
E.24 Amend the Article of the By-laws No. 6 related Mgmt Against Against
to the exceeding of the thresholds
E.25 Amend Article of the Bylaws No. 14 related to Mgmt For For
the shareholders' meeting to bring into conformity
the terms and conditions to participate in
the shareholders' meeting with Article R.225-85
of the French Commercial Code
E.26 Grant full powers to the bearer of an original, Mgmt For For
a copy or extract of the minutes of this meeting
to carry out all filings, publications and
other formalities prescribed by Law
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting No vote
IN THE AMOUNTS OF RESOLUTION O.13. 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.
- --------------------------------------------------------------------------------------------------------------------------
UBS AG Agenda Number: 701438093
- --------------------------------------------------------------------------------------------------------------------------
Security: H89231338
Meeting Type: EGM
Meeting Date: 27-Feb-2008
Ticker:
ISIN: CH0024899483
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting No vote
IN THIS MARKET. PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST Registration Against Against
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
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF RECORD DATE. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
UBS AG Agenda Number: 701457877
- --------------------------------------------------------------------------------------------------------------------------
Security: H89231338
Meeting Type: EGM
Meeting Date: 27-Feb-2008
Ticker:
ISIN: CH0024899483
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting Take No Action
ID 443208 DUE TO RECEIPT OF ADDITIONAL RESOLUTION.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING
WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting Take No Action
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 Take No Action
MEETING NOTICE SENT UNDER MEETING 437075, 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.A Information request Non-Voting Take No Action
1.B PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Take No Action
PROPOSAL: Approve the request for a Special
Audit [Sonderprufung] by Ethos
2. Approve the stock dividend; the creation of Mgmt Take No Action
authorized capital; and approval of the Articles
4b of the Articles of Association
3.1 Approve the mandatory Convertible Notes; the Mgmt Take No Action
creation of conditional capital; and approval
of Article 4a Paragraph 3 of the Articles of
Association
3.2 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Take No Action
PROPOSAL: Approve the ordinary capital increase,
with right offering
- --------------------------------------------------------------------------------------------------------------------------
UNICREDIT S.P.A., GENOVA Agenda Number: 701506454
- --------------------------------------------------------------------------------------------------------------------------
Security: T95132105
Meeting Type: MIX
Meeting Date: 08-May-2008
Ticker:
ISIN: IT0000064854
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THE MEETING HELD ON 28 APR Non-Voting Take No Action
2008 HAS BEEN POSTPONED AND THAT THE SECOND
CONVOCATION WILL BE HELD ON 08 MAY 2008. IF
YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO
NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
O.1 Approve the balance sheet as of 31 DEC 2007, Mgmt Take No Action
to gether with Board of Directors and the auditing
Company report Board of Auditors report presentation
of consolidated balance sheet
O.2 Approve the profits allocation Mgmt Take No Action
O.3 Approve the Long Term Incentive Plan 2008 for Mgmt Take No Action
the Top Management of the Group Unicredit
O.4 Approve the Shareholding Plan for all Unicredit Mgmt Take No Action
Group Employees
O.5 Appoint the Directors Mgmt Take No Action
O.6 Approve the determine the emoluments to the Mgmt Take No Action
Member of the Board of Directors
O.7 Amend the Articles 1, 2, 8, 9, 18, 19 and 20 Mgmt Take No Action
of Unicredit Group Meeting regulations
O.8 Approve the emoluments for saving the shareholders Mgmt Take No Action
common representative
O.9 Authorize the current activites as per the Article Mgmt Take No Action
2390 of the civil code
E.1 Authorize the Board of Directors, in compliance Mgmt Take No Action
with the Article 2443 of the civil code, the
authority to resolve, on 1 or more occasions
for a maximum period of 1 year starting from
the date of the shareholders resolution, a
corporate capital increase, with no option
right, of max EUR 61,090,250 corresponding
to up to 122,180,500 unicredit ordinary shares
with NV EUR 0.50 each, reserved to the Management
of the holding and of group banks and Companies
who hold position s of particular importance
for the purposes of achieving the groups overall
objectives consequent amendments to the Articles
of Association
E.2 Authorize the Board of Directors, in compliance Mgmt Take No Action
with the Article 2443 of the civil code, the
authority to resolve, on one or more occasions
for a maximum period of 5 years starting from
the date of the shareholders resolution, a
free corporate capital increase, of maxeur
12,439,750 corresponding to up to 24,879,500
unicredit ordinary shares with NV EUR 0.50
each, reserved to the Management of the holding
and of group banks and companies who hold positions
of particular importance for the purposes of
achieving the groups overall objectives consequent
amendments to the Articles of Association
E.3 Approve the repeal of the Section [vi] [of the Mgmt Take No Action
Executive Committee] and of the Articles 27,
28, 29, 30, 31, 32 of the Corporate By Laws
and related renumbering of the following Sections
and the Articles amendment of the Articles
1, 2, 4, 5, 6, 8, 9, 17, 21, 22, 23, 26, 27,
28, 29 [as renumbered after the elimination
of the Articles 27, 28, 29, 30, 31, 32] of
the Corporate By Laws
- --------------------------------------------------------------------------------------------------------------------------
VINCI SA, RUEIL MALMAISON Agenda Number: 701528741
- --------------------------------------------------------------------------------------------------------------------------
Security: F5879X108
Meeting Type: MIX
Meeting Date: 15-May-2008
Ticker:
ISIN: FR0000125486
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
French Resident Shareowners must complete, sign Non-Voting No vote
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
O.1 Receive the reports of the Board of Directors Mgmt For For
and the Auditors, the consolidated financial
statements for FY, in the form presented to
the meeting, consolidated earnings for FY:
EUR 1,461,000,000.00
O.2 Receive the reports of the Board of Directors Mgmt For For
and the Auditors, and approve the Company's
financial statements for the YE in 31 DEC 2007,
earnings for the FY: EUR 4,513,000,000.00
O.3 Approve the earnings for the FY:EUR 4,513,174,930.57, Mgmt For For
retained earnings: EUR 3,624,515,550.96 and
distributable income: EUR 8,137,690,481.53
and the recommendations of the Board of Directors
and resolves that the income for the FY be
appropriated as follows: legal reserve: EUR
3,838,464.00, dividends as deposit: EUR 220,740,951.53,
dividends as balance: EUR 493,260,426.75, retained
earnings: EUR 7,419,850,639.25, balance available
for distribution: EUR 8,137,690,481.53 in the
event that the Company holds some of its own
shares on such date, the amount of the unpaid
dividend on such shares shall be allocated
to the retained earnings account, and reminds
that an interim dividend of EUR 0.47 was already
paid on 20 DEC 2007, the remaining dividend
of EUR 1.05 will be paid on 01 JAN 2007, and
will entitle natural persons to the 50% allowance,
as required by law, it is reminded that, for
the last 3 FY, the dividends paid, were as
follows: EUR 3.50 for FY 2004, EUR 2.00 for
FY 2005, EUR 2.65 for FY 2006
O.4 Approve to decides to offer to every shareholders Mgmt For For
the possibility of opting for the payment in
new shares of the Company, the shareholders
can opt for the payment of the balance of the
cash dividend or in shares between 23 MAY 2008
and 09 JUN 2008, beyond this date, the balance
of the dividend will be paid only in case;
and authorize the Board of Directors to take
all necessary measures and accomplish all necessary
formalities
O.5 Approve to renew the appointment of Mr. Dominique Mgmt Against Against
Bazy as a Director for a 4 year period
O.6 Approve to renew the appointment of Mr. Quentin Mgmt For For
Davies as a Director for a 4 year period
O.7 Appoint Mr. Denis Vernoux as a Director for Mgmt Against Against
a 4 year period
O.8 Appoint Mr. Jean Louis Depoues as a Director Mgmt Against Against
for a 4 year period
O.9 Appoint the Mr. Bernhard Klemm as a Director Mgmt Against Against
for a 4 year period
O.10 Appoint the Mr. Jean Ceccaldi as a Director Mgmt Against Against
for a 4 year period
O.11 Appoint the Mr. Alain Dupont as a Director for Mgmt Against Against
a 4 year period
O.12 Appoint the Mr. Michel Daire as Director for Mgmt Against Against
a 4 year period
O.13 Authorize the Board of Directors to trade in Mgmt For For
the Company's shares on the Stock Market, subject
to the conditions described below: maximum
purchase price: EUR 80.00 maximum number of
shares to be acquired: 10% of the share capital,
maximum funds invested in the share buybacks:
EUR 3,000,000,000.00; and supersedes the fraction
unused of the authorization granted by the
shareholders' meeting of 10 MAY 2007 in its
Resolution 11, and to take all necessary measures
and accomplish all necessary formalities[Authority
expires at the end of 18 month period]
O.14 Receive the special report of the Auditors on Mgmt For For
agreements governed by Article L 225.38 of
the French Commercial Code, and approve the
Divestment of Vinci of his participation in
Cofiroute
O.15 Receive the special report of the Auditors on Mgmt For For
agreements governed by Article L 225.38 of
the French Commercial Code, and approve the
loan to finance the acquisition of the participation
in Cofiroute
O.16 Receive the special report of the Auditors on Mgmt For For
agreements governed by Article L 225.38 of
the French Commercial Code, and approve the
said report between Vinci, Cofiroute and Operadoradel
Bosque
O.17 Receive the special report of the Auditors on Mgmt For For
agreements governed by Article L 225.38 of
the French Commercial Code, and approve the
installment of the pension
E.18 Authorize the Board of Directors to reduce the Mgmt For For
share capital, on 1 or more occasions and at
its sole discretion, by canceling all or part
of the shares held by the Company in connection
with a stock repurchase plan, up to a maximum
of 10% of the share capital over a 24 months
period; this authorization supersedes the fraction
unused of 10 MAY 2007 in its Resolution 15[Authority
expires at the end of 18 month period]
E.19 Authorize the Board of Directors the necessary Mgmt For For
to increase the capital on 1 or more occasions,
in France or abroad, with preferred subscription
rights maintained, of share and debt5 securities;
and to cancel the shareholders' preferential
subscription rights and this authorization
supersedes the fraction unused of 10 MAY 2007
in its Resolution 18 and 19, settle in 100,000,000.00
and authorization supersedes the fraction unused
of the authorization granted by the shareholders
meeting of 10 MAY 2007 in its Resolution16,18,19,20
and 25, settle in 200,000,000.00, the number
of shares acquired by the Company with a view
to their retention or their subsequent delivery
in payment or exchange as part of a merger,
divestment or capital contribution cannot exceed
5% of its capital, and to take all necessary
measures and accomplish all necessary formalities[Authority
expires at the end of 26 month period]
E.20 Authorize the Board of Directors to grant, for Mgmt For For
free, on 1 or more occasions, existing or future
shares, in favor of the employees or the Corporate
officers of the Company and related Companies,
they may not represent more than 1% of the
share capital; and to take all necessary measures
and accomplish all necessary formalities [Authority
expires at the end of 38 month period]
E.21 Grant full powers to the Bearer of an original, Mgmt For For
a copy or extract of the minutes of this meeting
to carry out all filings, publications and
other formalities prescribed By Law
* 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) Global Growth Portfolio
By (Signature) /s/ Duncan W. Richardson
Name Duncan W. Richardson
Title President
Date 08/26/2008