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: 811-21400
NAME OF REGISTRANT: Eaton Vance Tax-Advantaged
Dividend Income Fund
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
Eaton Vance Tax-Advantaged Dividend Income Fund
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ALTRIA GROUP, INC. Agenda Number: 932886546
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Security: 02209S103
Meeting Type: Annual
Meeting Date: 28-May-2008
Ticker: MO
ISIN: US02209S1033
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTORS: ELIZABETH E. BAILEY Mgmt For For
1B ELECTION OF DIRECTORS: GERALD L. BALILES Mgmt For For
1C ELECTION OF DIRECTORS: DINYAR S. DEVITRE Mgmt For For
1D ELECTION OF DIRECTORS: THOMAS F. FARRELL, II Mgmt For For
1E ELECTION OF DIRECTORS: ROBERT E.R. HUNTLEY Mgmt For For
1F ELECTION OF DIRECTORS: THOMAS W. JONES Mgmt For For
1G ELECTION OF DIRECTORS: GEORGE MUNOZ Mgmt For For
1H ELECTION OF DIRECTORS: MICHAEL E. SZYMANCZYK Mgmt For For
02 RATIFICATION OF THE SELECTION OF INDEPENDENT Mgmt For For
AUDITORS
03 STOCKHOLDER PROPOSAL 1 - SHAREHOLDER SAY ON Shr For Against
EXECUTIVE PAY
04 STOCKHOLDER PROPOSAL 2 - CUMULATIVE VOTING Shr Against For
05 STOCKHOLDER PROPOSAL 3 - APPLY GLOBALLY PRACTICES Shr Against For
DEMANDED BY THE MASTER SETTLEMENT AGREEMENT
06 STOCKHOLDER PROPOSAL 4 - STOP YOUTH-ORIENTED Shr Against For
AD CAMPAIGNS
07 STOCKHOLDER PROPOSAL 5 - "TWO CIGARETTE" APPROACH Shr Against For
TO MARKETING
08 STOCKHOLDER PROPOSAL 6 - ENDORSE HEALTH CARE Shr Against For
PRINCIPLES
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AT&T INC. Agenda Number: 932822578
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Security: 00206R102
Meeting Type: Annual
Meeting Date: 25-Apr-2008
Ticker: T
ISIN: US00206R1023
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: RANDALL L. STEPHENSON Mgmt For For
1B ELECTION OF DIRECTOR: WILLIAM F. ALDINGER III Mgmt For For
1C ELECTION OF DIRECTOR: GILBERT F. AMELIO Mgmt For For
1D ELECTION OF DIRECTOR: REUBEN V. ANDERSON Mgmt For For
1E ELECTION OF DIRECTOR: JAMES H. BLANCHARD Mgmt For For
1F ELECTION OF DIRECTOR: AUGUST A. BUSCH III Mgmt For For
1G ELECTION OF DIRECTOR: JAMES P. KELLY Mgmt For For
1H ELECTION OF DIRECTOR: JON C. MADONNA Mgmt For For
1I ELECTION OF DIRECTOR: LYNN M. MARTIN Mgmt For For
1J ELECTION OF DIRECTOR: JOHN B. MCCOY Mgmt For For
1K ELECTION OF DIRECTOR: MARY S. METZ Mgmt For For
1L ELECTION OF DIRECTOR: JOYCE M. ROCHE Mgmt For For
1M ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON Mgmt For For
1N ELECTION OF DIRECTOR: PATRICIA P. UPTON Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS. Mgmt For For
03 REPORT ON POLITICAL CONTRIBUTIONS. Shr Against For
04 PENSION CREDIT POLICY. Shr For Against
05 LEAD INDEPENDENT DIRECTOR BYLAW. Shr For Against
06 SERP POLICY Shr For Against
07 ADVISORY VOTE ON COMPENSATION Shr For Against
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BANK OF AMERICA CORPORATION Agenda Number: 932828253
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Security: 060505104
Meeting Type: Annual
Meeting Date: 23-Apr-2008
Ticker: BAC
ISIN: US0605051046
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: WILLIAM BARNET, III Mgmt For For
1B ELECTION OF DIRECTOR: FRANK P. BRAMBLE, SR. Mgmt For For
1C ELECTION OF DIRECTOR: JOHN T. COLLINS Mgmt For For
1D ELECTION OF DIRECTOR: GARY L. COUNTRYMAN Mgmt For For
1E ELECTION OF DIRECTOR: TOMMY R. FRANKS Mgmt For For
1F ELECTION OF DIRECTOR: CHARLES K. GIFFORD Mgmt For For
1G ELECTION OF DIRECTOR: KENNETH D. LEWIS Mgmt For For
1H ELECTION OF DIRECTOR: MONICA C. LOZANO Mgmt For For
1I ELECTION OF DIRECTOR: WALTER E. MASSEY Mgmt For For
1J ELECTION OF DIRECTOR: THOMAS J. MAY Mgmt For For
1K ELECTION OF DIRECTOR: PATRICIA E. MITCHELL Mgmt For For
1L ELECTION OF DIRECTOR: THOMAS M. RYAN Mgmt For For
1M ELECTION OF DIRECTOR: O. TEMPLE SLOAN, JR. Mgmt For For
1N ELECTION OF DIRECTOR: MEREDITH R. SPANGLER Mgmt For For
1O ELECTION OF DIRECTOR: ROBERT L. TILLMAN Mgmt For For
1P ELECTION OF DIRECTOR: JACKIE M. WARD Mgmt For For
02 RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM FOR 2008
03 STOCKHOLDER PROPOSAL - STOCK OPTIONS Shr Against For
04 STOCKHOLDER PROPOSAL - ADVISORY VOTE ON EXEC Shr For Against
COMP
05 STOCKHOLDER PROPOSAL - DETERMINATION OF CEO Shr Against For
COMP
06 STOCKHOLDER PROPOSAL - CUMULATIVE VOTING Shr Against For
07 STOCKHOLDER PROPOSAL - INDEPENDENT BOARD CHAIRMAN Shr For Against
08 STOCKHOLDER PROPOSAL - SPECIAL SHAREHOLDER MEETINGS Shr For Against
09 STOCKHOLDER PROPOSAL - EQUATOR PRINCIPLES Shr Against For
10 STOCKHOLDER PROPOSAL - HUMAN RIGHTS Shr Against For
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BANK OF IRELAND (THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND) Agenda Number: 701311083
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Security: G49374146
Meeting Type: CRT
Meeting Date: 17-Jul-2007
Ticker:
ISIN: IE0030606259
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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
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BARCLAYS PLC, LONDON Agenda Number: 701343802
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Security: G08036124
Meeting Type: CLS
Meeting Date: 14-Sep-2007
Ticker:
ISIN: GB0031348658
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
E.1 Approve to pass and implement Resolution 2 at Mgmt For For
the EGM relating to the preference shares and
to consent to any resulting change in the rights
of ordinary shares
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BARCLAYS PLC, LONDON Agenda Number: 701343814
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Security: G08036124
Meeting Type: EGM
Meeting Date: 14-Sep-2007
Ticker:
ISIN: GB0031348658
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the Merger with ABN AMRO Holding N.V. Mgmt Against Against
and increase in authorized Capital from GBP
2,500,000,000 to GBP 4,401,000,000 and issue
equity with pre-emptive rights up to GBP 1,225,319,514
in connection with the merger
S.2 Approve further increase in the authorized capital Mgmt For For
from GBP 4,401,000,000 to GBP 4,401,000,000
and EUR 2,000,000,000 and issue Preference
Shares with pre-emptive rights up to aggregate
nominal amount of EUR 2,000,000,000 and adopt
New Articles of Association
3. Authorize the Directors to issue equity or equity-linked Mgmt For For
securities with pre-emptive rights up to aggregate
nominal amount of GBP 981,979,623
S.4 Authorize the Directors to issue equity or equity-linked Mgmt For For
securities for cash other than on a pro-rata
basis to shareholders and sell the treasury
shares without pre-emptive rights up to aggregate
nominal amount of GBP 147,296,943
S.5 Authorize the Company to purchase 1,700,000,000 Mgmt For For
Ordinary Shares for market purchase
S.6 Approve to cancel the amount standing to the Mgmt For For
credit of the share premium account of the
Company
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BIFFA PLC, BUCKINGHAMSHIRE Agenda Number: 701315586
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Security: G1262B109
Meeting Type: AGM
Meeting Date: 26-Jul-2007
Ticker:
ISIN: GB00B129PL77
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the report of the Directors and the Mgmt For For
Auditors, together with the audited accounts
for the 52 weeks ended 30 MAR 2007
2. Declare a final divided in respect of the 52 Mgmt For For
weeks ended 30 MAR 2007 of 4.2 pence per ordinary
share
3. Re-appoint Mr. Bob Davies as a Director Mgmt For For
4. Re-appoint Mr. Martin Bettington as a Director Mgmt For For
5. Re-appoint Mr. Tim Lowth as a Director Mgmt For For
6. Re-appoint Mr. Roger Payne as a Director Mgmt For For
7. Re-appoint Ms. Angie Risley as a Director Mgmt For For
8. Re-appoint Mr. Gareth Llewellyn as a Director Mgmt For For
9. Re-appoint Deloitte & Touche LLP as the Auditors Mgmt For For
of the Company, until the conclusion of the
next general meeting of the Company at which
accounts are laid before the Company and authorize
the Directors to determine their remuneration
10. Approve the Directors' remuneration report as Mgmt For For
specified in the annual report and the accounts
for the 52 weeks ended 30 MAR 2007
11. Authorize the Directors, in substitution for Mgmt For For
any existing authority and in accordance with
Section 80 of the Companies Act 1985 [the Act],
to allot relevant securities [Section 80 of
the Act] up to an aggregate nominal amount
of GBP 11,662,377; [Authority expires the earlier
at the conclusion of the next AGM]; and the
Directors may allot relevant securities after
the expiry of this authority in pursuance of
such an offer or agreement made prior to such
expiry
S.12 Authorize the Directors, subject to the passing Mgmt For For
of Resolution 11 and pursuant to Section 95
of the Companies Act 1985 [the Act] to allot
equity securities [Section 94 of the Act] for
cash pursuant to the authority conferred by
this Resolution 11, 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 or pursuant to a rights issue, open offer
or other offer of securities in favor of ordinary
shareholders; and b) up to an aggregate nominal
amount of GBP 1,749,356; [Authority expires
the earlier of the conclusion of the next AGM];
and the Directors may allot equity securities
after the expiry of this authority in pursuance
of such an offer or agreement made prior to
such expiry
S.13 Authorize the Company, to make market purchases Mgmt For For
[Section 163(3) of the Companies Act 1985]
of up to 34,987,133 ordinary shares of 10p
each in the capital of the Company, at a minimum
price of 10p and up to 105% of the average
middle market quotations for such shares derived
from the Stock Exchange Daily Official List,
over the previous 5 business days; [Authority
expires at the conclusion of the next AGM of
the Company]; the Company, before the expiry,
may make a contract to purchase ordinary shares
which will or may be executed wholly or partly
after such expiry
14. Authorize the Company, in accordance with Section Mgmt For For
347C of the Companies Act 1985 [the Act]: to
make donations to EU political organizations
[Section 347A of the Act], not exceeding GBP
10,000 in total during each successive period
of 12 months; and to incur EU political expenditure,
[Section 347A of the Act] not exceeding GBP
10,000 in total during each successive period
of 12 months; [Authority expires at the conclusion
of the next AGM of the Company in 2010]; and
the Company, before the expiry, may enter into
a contract or undertaking under this authority
period to its expiry
15. Authorize the Biffa Waste Services Limited, Mgmt For For
in accordance with Section 347D of the Companies
Act 1985 [the Act]: to make donations to EU
political organizations [Section 347A of the
Act], not exceeding GBP 10,000 in total during
each successive period of 12 months; and to
incur EU political expenditure, [Section 347A
of the Act] not exceeding GBP 10,000 in total
during each successive period of 12 months;
[Authority expires at the conclusion of the
next AGM of the Company in 2010]; and the Biffa
Waste Services Limited, before the expiry,
may enter into a contract or undertaking under
this authority period to its expiry
S.16 Adopt the new Articles of Association of the Mgmt For For
Company as specified, in substitution for,
and to the exclusion of the existing Articles
of Association of the Company
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BIFFA PLC, BUCKINGHAMSHIRE Agenda Number: 701465292
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Security: G1262B109
Meeting Type: EGM
Meeting Date: 12-Mar-2008
Ticker:
ISIN: GB00B129PL77
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
S.1 Approve, for the purpose of giving effect to Mgmt For For
the scheme of arrangement dated 18 FEB 2008
between the Company, the holders of its Public
Scheme Shares [as defined in the said scheme]
and the holders of its Wastebidco Scheme Shares
[as defined in the scheme], a print of which
has been produced to this meting and for the
purposes of identification signed by the Chairman
of the meeting, in its original form or subject
to such modification, addition or condition
approve or imposed by the Court and agreed
to by Bidco [as defined in the said scheme],
the Company and, where necessary, the Panel
[as defined in the said scheme] [the scheme];
i) authorize the Directors of the Company to
take all such actions as they may consider
necessary or appropriate for carrying the Scheme
into effect; ii) approve the share capital
of the Company be reduced by canceling and
extinguishing all of the cancellation shares
as specified; iii) approve, subject to, and
forthwith upon, the said reduction of capital
[the capital reduction] taking effect and notwithstanding
anything to the contrary in the Articles of
Association of the Company; approve the issued
share capital of the Company to its former
amount by the creation of such number of new
ordinary shares of 10 pence each as shall be
equal to the number of cancellation shares
cancelled pursuant to paragraph 1.2 above;
approve, the reserve arising in the books of
account of the Company as a result of the capital
reduction be capitalized and applied in paying
up in full at par the new ordinary shares of
10 pence each so created, such new ordinary
shares to be allotted and issued credited as
fully paid to Bidco and/or its nominees; and
authorize the Directors of the Company for,
in substitution for any existing authority
and for the purpose of Section 80 of the Companies
Act 1985, to allot the new ordinary shares
as specified, up to an aggregate nominal amount
of shares which may be allotted under this
authority shall be the aggregate nominal amount
of the new ordinary shares created as specified;
[Authority expires at the conclusion of the
fifth anniversary of this resolution]; and
this authority shall be in addition and without
prejudice to any other authority under the
said section 80 previously granted and in force
as specified; iv)amend the Articles of Association
of the Company as specified; 146 scheme of
arrangement dated 18 FEB 2007 between the Company,
the holders of its Public Scheme Shares as
specified, and the holders of its Wastcbidco
Scheme Shares as specified under Section 425
of the Companies Act 1985 in its original form
or with or subject to any modification, addition
or condition approved or imposed by the Court
and holder(s) and, for this purpose, seniority
will be determined by the order in which the
names stand in the register of Members of the
Company in respect of the joint holding; entitlement
to attend and vote at the meeting or any adjournment
thereof and the number of votes which may be
cast thereat will be determined by reference
to the register of Members of the Company at
6.00 p.m. on the day which is two days before
the date of the meeting or adjourned meeting
(as the case may be); in each case, changes
to the register of members of the Company after
such time will be disregarded, by the said
Order, the Court has appointed Mr. Robert Davies
or, failing him, Mr. Roger Payne, or, failing
him, Mr. Angela Risley to act as the Chairman
of the said meeting and has directed the Chairman
to report the result thereof to the Court;
the Scheme of Arrangement will be subject to
the subsequent sanction to the Court, the Scheme
of arrangement will be subject to the subsequent
sanction of the Court
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BIFFA PLC, BUCKINGHAMSHIRE Agenda Number: 701465343
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Security: G1262B109
Meeting Type: CRT
Meeting Date: 12-Mar-2008
Ticker:
ISIN: GB00B129PL77
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve [with or without modification] the Scheme Mgmt For For
of Arrangement [the Scheme of Arrangement]
proposed to be made between Biffa Plc [the
Company], the holders of Public Scheme Shares
and the holders of Wastebidco Scheme Shares
[as defined in the Scheme of Arrangement]
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BNP PARIBAS, PARIS Agenda Number: 701502999
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Security: F1058Q238
Meeting Type: OGM
Meeting Date: 21-May-2008
Ticker:
ISIN: FR0000131104
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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
- --------------------------------------------------------------------------------------------------------------------------
BOSTON PROPERTIES, INC. Agenda Number: 932851632
- --------------------------------------------------------------------------------------------------------------------------
Security: 101121101
Meeting Type: Annual
Meeting Date: 12-May-2008
Ticker: BXP
ISIN: US1011211018
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
LAWRENCE S. BACOW Mgmt Withheld Against
ZOE BAIRD Mgmt Withheld Against
ALAN J. PATRICOF Mgmt Withheld Against
MARTIN TURCHIN Mgmt Withheld Against
02 TO RATIFY THE AUDIT COMMITTEE'S APPOINTMENT Mgmt For For
OF PRICEWATERHOUSECOOPERS LLP AS BOSTON PROPERTIES,
INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31,
2008.
03 TO CONSIDER AND ACT UPON A STOCKHOLDER PROPOSAL Shr For Against
CONCERNING THE ANNUAL ELECTION OF DIRECTORS,
IF PROPERLY PRESENTED AT THE ANNUAL MEETING.
- --------------------------------------------------------------------------------------------------------------------------
BP P.L.C. Agenda Number: 932823354
- --------------------------------------------------------------------------------------------------------------------------
Security: 055622104
Meeting Type: Annual
Meeting Date: 17-Apr-2008
Ticker: BP
ISIN: US0556221044
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO RECEIVE THE DIRECTORS' ANNUAL REPORT AND Mgmt For For
ACCOUNTS
02 TO APPROVE THE DIRECTORS' REMUNERATION REPORT Mgmt Abstain Against
03 DIRECTOR
MR A BURGMANS Mgmt For For
MRS C B CARROLL Mgmt For For
SIR WILLIAM CASTELL Mgmt For For
MR I C CONN Mgmt For For
MR G DAVID Mgmt For For
MR E B DAVIS, JR Mgmt For For
MR D J FLINT Mgmt For For
DR B E GROTE Mgmt For For
DR A B HAYWARD Mgmt For For
MR A G INGLIS Mgmt For For
DR D S JULIUS Mgmt For For
SIR TOM MCKILLOP Mgmt For For
SIR IAN PROSSER Mgmt For For
MR P D SUTHERLAND Mgmt For For
17 TO RE-APPOINT ERNST & YOUNG LLP AS AUDITORS Mgmt For For
AND AUTHORIZE THE BOARD TO SET THEIR REMUNERATION
S18 SPECIAL RESOLUTION: TO ADOPT NEW ARTICLES OF Mgmt For For
ASSOCIATION
S19 SPECIAL RESOLUTION: TO GIVE LIMITED AUTHORITY Mgmt For For
FOR THE PURCHASE OF ITS OWN SHARES BY THE COMPANY
20 TO GIVE LIMITED AUTHORITY TO ALLOT SHARES UP Mgmt For For
TO A SPECIFIED AMOUNT
S21 SPECIAL RESOLUTION: TO GIVE AUTHORITY TO ALLOT Mgmt For For
A LIMITED NUMBER OF SHARES FOR CASH FREE OF
PRE-EMPTIVE RIGHTS
- --------------------------------------------------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------------------------------------------------
BT GROUP PLC, LONDON Agenda Number: 701275528
- --------------------------------------------------------------------------------------------------------------------------
Security: G16612106
Meeting Type: AGM
Meeting Date: 19-Jul-2007
Ticker:
ISIN: GB0030913577
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the financial statements and the Statutory Mgmt For For
reports
2. Approve the remuneration report Mgmt Abstain Against
3. Approve the final dividend of 10 pence per share Mgmt For For
4. Re-elect Sir Christopher Bland as a Director Mgmt For For
5. Re-elect Mr. Andy Green as a Director Mgmt For For
6. Re-elect Mr. Ian Livingston as a Director Mgmt For For
7. Re-elect Mr. John Nelson as a Director Mgmt For For
8. Elect Mr. Deborah Lathen as a Director Mgmt For For
9. Elect Mr. Francois Barrault as a Director Mgmt For For
10. Re-appoint PricewaterhouseCoopers LLP as the Mgmt For For
Auditors of the Company
11. Authorize the Board to fix the remuneration Mgmt For For
of the Auditors
12. Grant authority to issue equity or equity linked Mgmt For For
securities with pre-emptive rights up to an
aggregate nominal amount of GBP 136,000,000
S.13 Grant authority to issue equity or equity-linked Mgmt For For
securities without pre-emptive rights up to
an aggregate nominal amount of GBP 21,000,000
shares for market purchase
S.14 Grant authority to make marker purchases of Mgmt For For
827,000,000 shares
S.15 Authorize the Company to communicate with shareholders Mgmt For For
by making documents and information available
on a Website
16. Authorize British Telecommunications Plc to Mgmt For For
make EU Political Organization Donations up
to GBP 100,000
- --------------------------------------------------------------------------------------------------------------------------
CANADIAN IMPERIAL BANK OF COMMERCE Agenda Number: 932807677
- --------------------------------------------------------------------------------------------------------------------------
Security: 136069101
Meeting Type: Annual
Meeting Date: 28-Feb-2008
Ticker: CM
ISIN: CA1360691010
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPOINTMENT OF AUDITORS Mgmt For For
02 DIRECTOR
B.S. BELZBERG Mgmt For For
J.H. BENNETT Mgmt For For
G.F. COLTER Mgmt For For
W.L. DUKE Mgmt For For
I.E.H. DUVAR Mgmt For For
W.A. ETHERINGTON Mgmt For For
G.D. GIFFIN Mgmt For For
L.S. HASENFRATZ Mgmt For For
J.S. LACEY Mgmt For For
N.D. LE PAN Mgmt For For
J.P. MANLEY Mgmt For For
G.T. MCCAUGHEY Mgmt For For
L. RAHL Mgmt For For
C. SIROIS Mgmt For For
S.G. SNYDER Mgmt For For
R.J. STEACY Mgmt For For
R.W. TYSOE Mgmt For For
3A SHAREHOLDER PROPOSAL NO. 1 Shr For Against
3B SHAREHOLDER PROPOSAL NO. 2 Shr Against For
3C SHAREHOLDER PROPOSAL NO. 3 Shr Against For
3D SHAREHOLDER PROPOSAL NO. 4 Shr Against For
3E SHAREHOLDER PROPOSAL NO. 5 Shr Against For
3F SHAREHOLDER PROPOSAL NO. 6 Shr Against For
3G SHAREHOLDER PROPOSAL NO. 7 Shr Against For
3H SHAREHOLDER PROPOSAL NO. 8 Shr Against For
3I SHAREHOLDER PROPOSAL NO. 9 Shr Against For
3J SHAREHOLDER PROPOSAL NO. 10 Shr Against For
3K SHAREHOLDER PROPOSAL NO. 11 Shr Against For
3L SHAREHOLDER PROPOSAL NO. 12 Shr Against For
3M SHAREHOLDER PROPOSAL NO. 13 Shr Against For
3N SHAREHOLDER PROPOSAL NO. 14 Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
CATERPILLAR INC. Agenda Number: 932886736
- --------------------------------------------------------------------------------------------------------------------------
Security: 149123101
Meeting Type: Annual
Meeting Date: 11-Jun-2008
Ticker: CAT
ISIN: US1491231015
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
W. FRANK BLOUNT Mgmt For For
JOHN R. BRAZIL Mgmt For For
EUGENE V. FIFE Mgmt For For
GAIL D. FOSLER Mgmt For For
PETER A. MAGOWAN Mgmt For For
02 RATIFY AUDITORS Mgmt For For
03 STOCKHOLDER PROPOSAL-ANNUAL ELECTION OF DIRECTORS Shr For Against
04 STOCKHOLDER PROPOSAL-DIRECTOR ELECTION MAJORITY Shr Against For
VOTE STANDARD
05 STOCKHOLDER PROPOSAL-FOREIGN MILITARY SALES Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
CHEVRON CORPORATION Agenda Number: 932865047
- --------------------------------------------------------------------------------------------------------------------------
Security: 166764100
Meeting Type: Annual
Meeting Date: 28-May-2008
Ticker: CVX
ISIN: US1667641005
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: S.H. ARMACOST Mgmt For For
1B ELECTION OF DIRECTOR: L.F. DEILY Mgmt For For
1C ELECTION OF DIRECTOR: R.E. DENHAM Mgmt For For
1D ELECTION OF DIRECTOR: R.J. EATON Mgmt For For
1E ELECTION OF DIRECTOR: S. GINN Mgmt For For
1F ELECTION OF DIRECTOR: F.G. JENIFER Mgmt For For
1G ELECTION OF DIRECTOR: J.L. JONES Mgmt For For
1H ELECTION OF DIRECTOR: S. NUNN Mgmt For For
1I ELECTION OF DIRECTOR: D.J. O'REILLY Mgmt For For
1J ELECTION OF DIRECTOR: D.B. RICE Mgmt For For
1K ELECTION OF DIRECTOR: P.J. ROBERTSON Mgmt For For
1L ELECTION OF DIRECTOR: K.W. SHARER Mgmt For For
1M ELECTION OF DIRECTOR: C.R. SHOEMATE Mgmt For For
1N ELECTION OF DIRECTOR: R.D. SUGAR Mgmt For For
1O ELECTION OF DIRECTOR: C. WARE Mgmt For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM
03 PROPOSAL TO AMEND CHEVRON'S RESTATED CERTIFICATE Mgmt For For
OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK
04 ADOPT POLICY TO SEPARATE THE CEO/CHAIRMAN POSITIONS Shr Against For
05 ADOPT POLICY AND REPORT ON HUMAN RIGHTS Shr Against For
06 REPORT ON ENVIRONMENTAL IMPACT OF CANADIAN OIL Shr Against For
SANDS OPERATIONS
07 ADOPT GOALS AND REPORT ON GREENHOUSE GAS EMISSIONS Shr Against For
08 REVIEW AND REPORT ON GUIDELINES FOR COUNTRY Shr Against For
SELECTION
09 REPORT ON HOST COUNTRY LAWS Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
CITIGROUP INC. Agenda Number: 932822679
- --------------------------------------------------------------------------------------------------------------------------
Security: 172967101
Meeting Type: Annual
Meeting Date: 22-Apr-2008
Ticker: C
ISIN: US1729671016
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: C. MICHAEL ARMSTRONG Mgmt For For
1B ELECTION OF DIRECTOR: ALAIN J.P. BELDA Mgmt Against Against
1C ELECTION OF DIRECTOR: SIR WINFRIED BISCHOFF Mgmt For For
1D ELECTION OF DIRECTOR: KENNETH T. DERR Mgmt Against Against
1E ELECTION OF DIRECTOR: JOHN M. DEUTCH Mgmt For For
1F ELECTION OF DIRECTOR: ROBERTO HERNANDEZ RAMIREZ Mgmt For For
1G ELECTION OF DIRECTOR: ANDREW N. LIVERIS Mgmt For For
1H ELECTION OF DIRECTOR: ANNE MULCAHY Mgmt Against Against
1I ELECTION OF DIRECTOR: VIKRAM PANDIT Mgmt For For
1J ELECTION OF DIRECTOR: RICHARD D. PARSONS Mgmt Against Against
1K ELECTION OF DIRECTOR: JUDITH RODIN Mgmt For For
1L ELECTION OF DIRECTOR: ROBERT E. RUBIN Mgmt For For
1M ELECTION OF DIRECTOR: ROBERT L. RYAN Mgmt For For
1N ELECTION OF DIRECTOR: FRANKLIN A. THOMAS Mgmt For For
02 PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP Mgmt For For
AS CITIGROUP'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2008.
03 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
PRIOR GOVERNMENTAL SERVICE OF CERTAIN INDIVIDUALS.
04 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
POLITICAL CONTRIBUTIONS.
05 STOCKHOLDER PROPOSAL REQUESTING THAT EXECUTIVE Shr Against For
COMPENSATION BE LIMITED TO 100 TIMES THE AVERAGE
COMPENSATION PAID TO WORLDWIDE EMPLOYEES.
06 STOCKHOLDER PROPOSAL REQUESTING THAT TWO CANDIDATES Shr Against For
BE NOMINATED FOR EACH BOARD POSITION.
07 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
THE EQUATOR PRINCIPLES.
08 STOCKHOLDER PROPOSAL REQUESTING THE ADOPTION Shr For Against
OF CERTAIN EMPLOYMENT PRINCIPLES FOR EXECUTIVE
OFFICERS.
09 STOCKHOLDER PROPOSAL REQUESTING THAT CITI AMEND Shr Against For
ITS GHG EMISSIONS POLICIES.
10 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
HOW INVESTMENT POLICIES ADDRESS OR COULD ADDRESS
HUMAN RIGHTS ISSUES.
11 STOCKHOLDER PROPOSAL REQUESTING AN INDEPENDENT Shr Against For
BOARD CHAIRMAN.
12 STOCKHOLDER PROPOSAL REQUESTING AN ADVISORY Shr For Against
VOTE TO RATIFY EXECUTIVE COMPENSATION.
CV PLEASE INDICATE IF YOU WOULD LIKE TO KEEP YOUR Mgmt For
VOTE CONFIDENTIAL UNDER THE CURRENT POLICY.
- --------------------------------------------------------------------------------------------------------------------------
COMPANHIA VALE DO RIO DOCE Agenda Number: 932762378
- --------------------------------------------------------------------------------------------------------------------------
Security: 204412209
Meeting Type: Special
Meeting Date: 30-Aug-2007
Ticker: RIO
ISIN: US2044122099
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 PROPOSAL TO AMEND THE COMPANY'S BY-LAWS. Mgmt For For
02 PROPOSAL FOR A FORWARD STOCK SPLIT, PURSUANT Mgmt For For
TO WHICH EACH AND EVERY CURRENT SHARE ISSUED
BY THE COMPANY, BOTH COMMON AND PREFERRED,
SHALL BECOME TWO SHARES OF THE SAME TYPE AND
CLASS, AS THE CASE MAY BE, AND THE CORRESPONDING
ADJUSTMENT OF ARTICLE 5 AND ARTICLE 6 OF THE
COMPANY'S BY-LAWS.
03 CONSOLIDATION OF THE AMENDMENTS TO THE COMPANY'S Mgmt For For
BY-LAWS, MENTIONED ABOVE IN ITEMS I AND II
HEREIN, IF SUCH PROPOSED MODIFICATIONS ARE
APPROVED.
04 RATIFICATION OF CVRD'S ACQUISITION OF THE CONTROLLING Mgmt For For
SHARE OF AMCI HOLDINGS AUSTRALIA, AS REQUIRED
BY ARTICLE 256 SECTION 1 OF THE BRAZILIAN CORPORATE
LAW.
05 REPLACEMENT OF A BOARD MEMBER. Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
COMPANHIA VALE DO RIO DOCE Agenda Number: 932874236
- --------------------------------------------------------------------------------------------------------------------------
Security: 204412209
Meeting Type: Annual
Meeting Date: 29-Apr-2008
Ticker: RIO
ISIN: US2044122099
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
O1A APPRECIATION OF THE MANAGEMENTS' REPORT AND Mgmt No vote
ANALYSIS, DISCUSSION AND VOTE ON THE FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER
31, 2007
O1B PROPOSAL FOR THE DESTINATION OF PROFITS OF THE Mgmt No vote
SAID FISCAL YEAR AND APPROVAL OF THE INVESTMENT
BUDGET FOR THE COMPANY
O1C APPOINTMENT OF THE MEMBERS OF THE FISCAL COUNCIL Mgmt No vote
O1D ESTABLISHMENT OF THE REMUNERATION OF THE SENIOR Mgmt No vote
MANAGEMENT AND FISCAL COUNCIL MEMBERS
E2A THE APPROVAL FOR THE PROTOCOL AND JUSTIFICATION Mgmt No vote
OF MERGER OF FERRO GUSA CARAJAS S.A., A WHOLLY
OWNED SUBSIDIARY OF THE COMPANY, PURSUANT TO
ARTICLES 224 AND 225 OF THE BRAZILIAN CORPORATE
LAW
E2B TO RATIFY THE APPOINTMENT OF DELOITTE TOUCHE Mgmt No vote
TOHMATSU AUDITORES INDEPENDENTES, THE EXPERTS
HIRED TO APPRAISE THE VALUE OF THE COMPANY
TO BE MERGED
E2C TO DECIDE ON THE APPRAISAL REPORT, PREPARED Mgmt No vote
BY THE EXPERT APPRAISERS
E2D THE APPROVAL FOR THE MERGER OF FERRO GUSA CARAJAS Mgmt No vote
S.A., WITHOUT A CAPITAL INCREASE OR THE ISSUANCE
OF NEW SHARES BY THE COMPANY
- --------------------------------------------------------------------------------------------------------------------------
COMPASS GROUP PLC, CHERTSEY SURREY Agenda Number: 701444351
- --------------------------------------------------------------------------------------------------------------------------
Security: G23296182
Meeting Type: AGM
Meeting Date: 08-Feb-2008
Ticker:
ISIN: GB0005331532
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and adopt the Directors' annual report Mgmt For For
and accounts and the Auditors' report thereon
2. Approve and adopt the Directors' remuneration Mgmt For For
report
3. Approve to declare a final dividend on the ordinary Mgmt For For
shares
4. Elect Sir James Crosby as a Director Mgmt For For
5. Elect Mr. Tim Parker as a Director Mgmt For For
6. Elect Ms. Susan Murray as a Director Mgmt For For
7. Re-elect Sir Roy Gardner as a Director Mgmt For For
8. Re-elect Mr. Steve Lucas as a Director Mgmt For For
9. Re-appoint Deloitte & Touche LLP as Auditors Mgmt For For
10. Authorize the Directors to agree the Auditors' Mgmt For For
remuneration
11. Grant authority to allot shares [Section 80] Mgmt For For
S.12 Grant authority to allot shares for cash [Section Mgmt For For
89]
S.13 Grant authority to purchase shares Mgmt For For
14. Grant donations to EU political organizations Mgmt For For
S.15 Approve to amend the current Articles of Association Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
CONOCOPHILLIPS Agenda Number: 932842912
- --------------------------------------------------------------------------------------------------------------------------
Security: 20825C104
Meeting Type: Annual
Meeting Date: 14-May-2008
Ticker: COP
ISIN: US20825C1045
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: HAROLD W. MCGRAW III Mgmt For For
1B ELECTION OF DIRECTOR: JAMES J. MULVA Mgmt For For
1C ELECTION OF DIRECTOR: BOBBY S. SHACKOULS Mgmt For For
02 TO AMEND AMENDED AND RESTATED BY-LAWS AND RESTATED Mgmt For For
CERTIFICATE OF INCORPORATION TO PROVIDE FOR
THE ANNUAL ELECTION OF DIRECTORS
03 TO RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS Mgmt For For
CONOCOPHILLIPS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2008
04 QUALIFICATIONS FOR DIRECTOR NOMINEES Shr Against For
05 REPORT ON RECOGNITION OF INDIGENOUS RIGHTS Shr Against For
06 ADVISORY VOTE ON EXECUTIVE COMPENSATION Shr For Against
07 POLITICAL CONTRIBUTIONS Shr Against For
08 GREENHOUSE GAS REDUCTION Shr Against For
09 COMMUNITY ACCOUNTABILITY Shr Against For
10 DRILLING IN SENSITIVE/PROTECTED AREAS Shr Against For
11 ENVIRONMENTAL IMPACT Shr Against For
12 GLOBAL WARMING Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
COOPER INDUSTRIES, LTD. Agenda Number: 932824192
- --------------------------------------------------------------------------------------------------------------------------
Security: G24182100
Meeting Type: Annual
Meeting Date: 29-Apr-2008
Ticker: CBE
ISIN: BMG241821005
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
R.M. DEVLIN Mgmt For For
L.A. HILL Mgmt For For
J.J. POSTL Mgmt For For
02 APPOINT ERNST & YOUNG LLP AS INDEPENDENT AUDITORS Mgmt For For
FOR THE YEAR ENDING 12/31/2008.
03 APPROVE THE AMENDED AND RESTATED STOCK INCENTIVE Mgmt For For
PLAN.
04 SHAREHOLDER PROPOSAL REQUESTING COOPER TO IMPLEMENT Shr Against For
A CODE OF CONDUCT BASED ON INTERNATIONAL LABOR
ORGANIZATION HUMAN RIGHTS STANDARDS.
- --------------------------------------------------------------------------------------------------------------------------
DANSKE BANK AS Agenda Number: 701462234
- --------------------------------------------------------------------------------------------------------------------------
Security: K22272114
Meeting Type: AGM
Meeting Date: 04-Mar-2008
Ticker:
ISIN: DK0010274414
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA. MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 444371 DUE TO CHANGE IN VOTING STATUS OF
RESOLUTION 8. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE DISREGARDED AND YOU WILL NEED
TO REINSTRUCT ON THIS MEETING NOTICE. THANK
YOU.
1. Approve the financial statements and statutory Mgmt For For
report; grant discharge to Directors; and approve
the allocation of income and dividends of DKK
8.50 per share
2. Re-elect Messrs. Alf Duch-Pedersen, Henning Mgmt For For
Christophersen, Sten Scheibye, Claus Vastrup
and Birgit Aagaard-Svendsen to the Supervisory
Board; and elect Mr. Mats Jansson as a new
Member of the Supervisory Board
3. Re-elect Grant Thronton and elect KPMG as the Mgmt For For
Auditors
4. Authorize the Board of Directors to allow Danske Mgmt For For
Bank to acquire own shares by way of ownership
or pledge to an aggregate nominal value of
10% of the share capital in accordance with
Section 48 of the Danish Companies Act
5. Approve the specified guidelines for the Incentive Mgmt For For
based Compensation for Executive Management
and the Board
6. Amend the Articles regarding definition of Board Mgmt For For
Quorum
7. Approve to apply the bill deposited in UK Parliament Mgmt For For
to allow conversion of subsidiary in Northern
Ireland into a Branch
8. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr Against For
amend the Articles to remove possibility of
Board to issue shares without Preemptive Rights
- --------------------------------------------------------------------------------------------------------------------------
DIAMOND OFFSHORE DRILLING, INC. Agenda Number: 932868992
- --------------------------------------------------------------------------------------------------------------------------
Security: 25271C102
Meeting Type: Annual
Meeting Date: 20-May-2008
Ticker: DO
ISIN: US25271C1027
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES S. TISCH Mgmt Withheld Against
LAWRENCE R. DICKERSON Mgmt Withheld Against
JOHN R. BOLTON Mgmt For For
CHARLES L. FABRIKANT Mgmt Withheld Against
PAUL G. GAFFNEY II Mgmt For For
HERBERT C. HOFMANN Mgmt Withheld Against
ARTHUR L. REBELL Mgmt Withheld Against
RAYMOND S. TROUBH Mgmt For For
02 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY
FOR FISCAL YEAR 2008.
- --------------------------------------------------------------------------------------------------------------------------
DNB NOR ASA, OSLO Agenda Number: 701520808
- --------------------------------------------------------------------------------------------------------------------------
Security: R1812S105
Meeting Type: OGM
Meeting Date: 30-Apr-2008
Ticker:
ISIN: NO0010031479
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE.
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.
PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting No vote
1. Approve the remuneration of Committee of representatives, Mgmt For For
Control Committee and the Nomination Committee
2. Approve the Auditor's remuneration Mgmt For For
3. Approve the financial statements and the statutory Mgmt For For
reports; allocation of income and dividends
of NOK 4.50 per share, group contributions
in the amount of 6.5 billion to subsidiary
Vital Forsikring ASA
4. Elect 10 members of the Committee of representatives Mgmt For For
5. Elect the Vice-Chairman and 1 deputy to the Mgmt For For
Control Committee
6. Elect 4 members to the Election Committee in Mgmt For For
DNB NOR ASA
7. Elect Ernst Young as the Auditors Mgmt For For
8. Grant authority to repurchase up to 10% of the Mgmt For For
issued share capital
9.A Approve the advisory part of remuneration policy Mgmt For For
and other terms of employment for executive
management
9.B Approve the binding part of remuneration policy Mgmt For For
and other terms of employment for executive
management
10. Approve the changes to instructions for the Mgmt For For
Election Committee
11. Amend the Company's Articles of Association Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
E.ON AKTIENGESELLSCHAFT EON, DUESSELDORF Agenda Number: 701485434
- --------------------------------------------------------------------------------------------------------------------------
Security: D24909109
Meeting Type: AGM
Meeting Date: 30-Apr-2008
Ticker:
ISIN: DE0007614406
- --------------------------------------------------------------------------------------------------------------------------
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 09 APR 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
report of the Board of MDs pursuant to Sections
289(4) and 315(4) of the German Commercial
Code
2. Resolution on the appropriation of the distributable Mgmt For For
profit of EUR 2,589,653,406.20 as follows:
Payment of a dividend of EUR 4.10 per no-par
share Ex-dividend and payable date: 02 May
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.A Elect Mr. Ulrich Hartmann as a member of the Mgmt For For
Supervisory Board
5.B Elect Mr. Ulrich Hocker as a member of the Supervisory Mgmt For For
Board
5.C Elect Prof. Dr. Ulrich Lehner as a member of Mgmt For For
the Supervisory Board
5.D Elect Mr. Bard Mikkelsen as a member of the Mgmt For For
Supervisory Board
5. E Elect Dr. Henning Schulte-Noelle as a member Mgmt For For
of the Supervisory Board
5.F Elect Ms. Karen de Segundo as a member of the Mgmt For For
Supervisory Board
5.G Elect Dr. Theo Siegert as a member of the Supervisory Mgmt For For
Board
5.H Elect Prof. Dr. Wilhelm Simson as a member of Mgmt For For
the Supervisory Board
5.I Elect Dr. Georg Freiherr von Waldenfels as a Mgmt For For
member of the Supervisory Board
5.J Elect Mr. Werner Wenning as a member of the Mgmt For For
Supervisory Board
6. Appointment of auditors for the 2008 FY: PricewaterhouseCoopersMgmt For For
AG, Duesseldorf
7. Renewal of the authorization to acquire own Mgmt For For
shares the Board of Managing Directors shall
be authorized to acquire shares of the Company
of up to 10% of its share capital, on or before
30 OCT 2009 the shares may be acquired through
the stock exchange at a price neither more
than 10% above, nor more than 20% below the
market price of the shares, by way of a public
repurchase offer to all shareholders or by
means of a public offer for the exchange of
liquid shares which are admitted to trading
on an organized market at a price not differing
more than 20% from the market price of the
shares, the Company shall also be authorized
to acquire own shares of up to 5% of its share
capital by using derivatives in the form of
call or put options if the exercise price is
neither more than 10% above nor more than 20%
below the market price of the shares, within
a period of 1 year 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 or for satisfying
existing conversion or option rights, to offer
the shares to executives and employees of the
Company and its affiliates, and to retire the
shares
8. Resolution on the conversion of the Company's Mgmt For For
bearer shares into registered shares
9. Resolution on a capital increase from Company Mgmt For For
reserves, a split of the Company's share capital,
and the correspondent amendments to the Article
of Association a) the share capital of EUR
1,734,200,000 shall be increased by EUR 266,800,000
to EUR 2,001,000,000 through the conversion
of capital reserves of EUR 266,800,000 without
the issue of new shares b) the Company's share
capital of then EUR 2,001,000,000 shall be
redenominated by way of a 3-for-1 stock split
into 2,001,000,000 registered shares with a
theoretical par value of EUR 1 each the remuneration
of the Supervisory Board shall be adjusted
in respect of the variable remuneration
10. Amendments to the Article of Association as Mgmt For For
follows: a) Resolution on an amendment to the
article of association, in accordance with
the new Transparency Directive Implementation
Law Section 23(2), register the Company being
authorized to transmit information to shareholders
by electronic means b) Sections 15(2)2 and
15(3)2, registered members of the nominee committee
being exempted from the additional remuneration
c) Section 19(1), register the Chairman of
the Supervisory Board or another member of
the Supervisory Board appointed by the Chairman
being the Chairman of the shareholders meeting
11. Approval of the control and profit transfer Mgmt For For
agreement with the Company's wholly-owned subsidiary
Fuen fzehnte Verwaltungs GmbH, effective retroactively
from 01 JAN 2008 until at least 31 DEC 2012
12. Approval of the control and profit transfer Mgmt For For
agreement with the Company's wholly-owned subsidiary
Sech zehnte Verwaltungs GmbH, effective retroactively
from 01 JAN 2008 until at least 31 DEC 2012
Entitled to vote are those shareholders of
record on 09 APR 2008, who provide written
evidence of such holding and who register with
the Company on or before 23 APR 2008
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.
- --------------------------------------------------------------------------------------------------------------------------
EDISON INTERNATIONAL Agenda Number: 932823900
- --------------------------------------------------------------------------------------------------------------------------
Security: 281020107
Meeting Type: Annual
Meeting Date: 24-Apr-2008
Ticker: EIX
ISIN: US2810201077
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
J.E. BRYSON Mgmt For For
V.C.L. CHANG Mgmt For For
F.A. CORDOVA Mgmt For For
T.F. CRAVER, JR. Mgmt For For
C.B. CURTIS Mgmt For For
B.M. FREEMAN Mgmt For For
L.G. NOGALES Mgmt For For
R.L. OLSON Mgmt For For
J.M. ROSSER Mgmt For For
R.T. SCHLOSBERG, III Mgmt For For
T.C. SUTTON Mgmt For For
BRETT WHITE Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT Mgmt For For
PUBLIC ACCOUNTING FIRM.
03 SHAREHOLDER PROPOSAL REGARDING "SHAREHOLDER Shr For Against
SAY ON EXECUTIVE PAY."
- --------------------------------------------------------------------------------------------------------------------------
ELISA CORPORATION, HELSINKI Agenda Number: 701416390
- --------------------------------------------------------------------------------------------------------------------------
Security: X1949T102
Meeting Type: EGM
Meeting Date: 21-Jan-2008
Ticker:
ISIN: FI0009007884
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
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
1. PLEASE NOTE THAT THIS IS A SHAREHOLDERS [NOVATOR Shr Against For
FINLAND OY'S] PROPOSAL: Grant discharge to
the Board Members from their office
2. PLEASE NOTE THAT THIS IS A SHAREHOLDERS [NOVATOR Shr Against For
FINLAND OY'S] PROPOSAL: Elect a new Board
3. PLEASE NOTE THAT THIS IS A SHAREHOLDERS [NOVATOR Shr Against For
FINLAND OY'S] PROPOSAL: Amend the Articles
of Association
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting No vote
IN MEETING LEVEL CUT-OFF DATE. PLEASE ALSO
NOTE THAT THE NEW CUT-OFF DATE IS 07 JAN 2008.
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.
- --------------------------------------------------------------------------------------------------------------------------
ELISA CORPORATION, HELSINKI Agenda Number: 701460937
- --------------------------------------------------------------------------------------------------------------------------
Security: X1949T102
Meeting Type: OGM
Meeting Date: 18-Mar-2008
Ticker:
ISIN: FI0009007884
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE.
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.
PLEASE NOTE THAT THIS IS AN AGM THANK YOU. Non-Voting No vote
1.1 Adopt the accounts Mgmt For For
1.2. Approve the profit shown on the balance sheet Mgmt For For
1.3 Grant discharge from liability Mgmt For For
1.4 Approve the remuneration of the Board Members Mgmt Against Against
1.5 Approve the remuneration of the Auditor(s) Mgmt Against Against
1.6 Approve the number of Board Members Mgmt For For
1.7 Approve the number of Auditor(s) Mgmt For For
1.8 Elect the Board Members Mgmt Against Against
1.9 Elect the Auditor(s) Mgmt For For
2. Approve the capital repayment of EUR 1.80 per Mgmt For For
share
3. Authorize the Board to decide on distribution Mgmt Against Against
of funds of free shareholder's equity
4. Authorize the Board to decide on share issue Mgmt Against Against
and granting of special rights
5. Authorize the Board to decide upon purchase Mgmt For For
of treasury shares
- --------------------------------------------------------------------------------------------------------------------------
EMBARQ CORPORATION Agenda Number: 932829407
- --------------------------------------------------------------------------------------------------------------------------
Security: 29078E105
Meeting Type: Annual
Meeting Date: 01-May-2008
Ticker: EQ
ISIN: US29078E1055
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
PETER C. BROWN Mgmt For For
STEVEN A. DAVIS Mgmt For For
RICHARD A. GEPHARDT Mgmt For For
THOMAS A. GERKE Mgmt For For
JOHN P. MULLEN Mgmt For For
WILLIAM A. OWENS Mgmt For For
DINESH C. PALIWAL Mgmt For For
STEPHANIE M. SHERN Mgmt For For
LAURIE A. SIEGEL Mgmt For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR OUR 2008 FISCAL YEAR.
03 TO APPROVE THE EMBARQ CORPORATION 2008 EQUITY Mgmt For For
INCENTIVE PLAN.
04 TO APPROVE THE EMBARQ CORPORATION 2008 EMPLOYEE Mgmt For For
STOCK PURCHASE PLAN.
05 TO APPROVE THE MATERIAL TERMS OF PERFORMANCE Mgmt For For
GOALS FOR QUALIFIED PERFORMANCE-BASED COMPENSATION.
06 TO CONSIDER A SHAREHOLDER PROPOSAL, IF PROPERLY Shr For Against
PRESENTED, SEEKING TO REQUIRE AN ADVISORY VOTE
ON COMPENSATION.
- --------------------------------------------------------------------------------------------------------------------------
EMERSON ELECTRIC CO. Agenda Number: 932799553
- --------------------------------------------------------------------------------------------------------------------------
Security: 291011104
Meeting Type: Annual
Meeting Date: 05-Feb-2008
Ticker: EMR
ISIN: US2910111044
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
D.N. FARR Mgmt For For
R.B. HORTON Mgmt For For
C.A. PETERS Mgmt For For
J.W. PRUEHER Mgmt For For
02 RATIFICATION OF KPMG LLP AS INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM
- --------------------------------------------------------------------------------------------------------------------------
ENTERGY CORPORATION Agenda Number: 932840475
- --------------------------------------------------------------------------------------------------------------------------
Security: 29364G103
Meeting Type: Annual
Meeting Date: 02-May-2008
Ticker: ETR
ISIN: US29364G1031
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: M.S. BATEMAN Mgmt For For
1B ELECTION OF DIRECTOR: W.F. BLOUNT Mgmt For For
1C ELECTION OF DIRECTOR: S.D. DEBREE Mgmt For For
1D ELECTION OF DIRECTOR: G.W. EDWARDS Mgmt For For
1E ELECTION OF DIRECTOR: A.M. HERMAN Mgmt For For
1F ELECTION OF DIRECTOR: D.C. HINTZ Mgmt For For
1G ELECTION OF DIRECTOR: J.W. LEONARD Mgmt For For
1H ELECTION OF DIRECTOR: S.L. LEVENICK Mgmt For For
1I ELECTION OF DIRECTOR: J.R. NICHOLS Mgmt For For
1J ELECTION OF DIRECTOR: W.A. PERCY, II Mgmt For For
1K ELECTION OF DIRECTOR: W.J. TAUZIN Mgmt For For
1L ELECTION OF DIRECTOR: S.V. WILKINSON Mgmt For For
02 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTANTS FOR 2008.
03 SHAREHOLDER PROPOSAL REGARDING ADVISORY VOTE Shr For Against
ON EXECUTIVE COMPENSATION.
04 SHAREHOLDER PROPOSAL RELATING TO LIMITATIONS Shr Against For
ON MANAGEMENT COMPENSATION.
05 SHAREHOLDER PROPOSAL RELATING TO CORPORATE POLITICAL Shr Against For
CONTRIBUTIONS.
06 SHAREHOLDER PROPOSAL REGARDING SPECIAL SHAREHOLDER Shr For Against
MEETINGS.
- --------------------------------------------------------------------------------------------------------------------------
EXELON CORPORATION Agenda Number: 932833874
- --------------------------------------------------------------------------------------------------------------------------
Security: 30161N101
Meeting Type: Annual
Meeting Date: 29-Apr-2008
Ticker: EXC
ISIN: US30161N1019
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: BRUCE DEMARS Mgmt For For
1B ELECTION OF DIRECTOR: NELSON A. DIAZ Mgmt For For
1C ELECTION OF DIRECTOR: PAUL L. JOSKOW Mgmt For For
1D ELECTION OF DIRECTOR: JOHN W. ROWE Mgmt For For
02 THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP Mgmt For For
AS EXELON'S INDEPENDENT ACCOUNT FOR 2008.
03 A SHAREHOLDER RECOMMENDATION TO PREPARE A REPORT Shr Against For
SHOWING THAT EXELON'S ACTIONS TO REDUCE GLOBAL
WARMING HAVE REDUCED MEAN GLOBAL TEMPERATURE
AND AVOIDED DISASTERS.
- --------------------------------------------------------------------------------------------------------------------------
FIRSTENERGY CORP. Agenda Number: 932849601
- --------------------------------------------------------------------------------------------------------------------------
Security: 337932107
Meeting Type: Annual
Meeting Date: 20-May-2008
Ticker: FE
ISIN: US3379321074
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
PAUL T. ADDISON Mgmt Withheld Against
ANTHONY J. ALEXANDER Mgmt Withheld Against
MICHAEL J. ANDERSON Mgmt Withheld Against
DR. CAROL A. CARTWRIGHT Mgmt Withheld Against
WILLIAM T. COTTLE Mgmt Withheld Against
ROBERT B. HEISLER, JR. Mgmt Withheld Against
ERNEST J. NOVAK, JR. Mgmt Withheld Against
CATHERINE A. REIN Mgmt Withheld Against
GEORGE M. SMART Mgmt Withheld Against
WES M. TAYLOR Mgmt Withheld Against
JESSE T. WILLIAMS, SR. Mgmt Withheld Against
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM
03 SHAREHOLDER PROPOSAL: REDUCE THE PERCENTAGE Shr For Against
OF SHAREHOLDERS REQUIRED TO CALL SPECIAL SHAREHOLDER
MEETING
04 SHAREHOLDER PROPOSAL: ESTABLISH SHAREHOLDER Shr For Against
PROPONENT ENGAGEMENT PROCESS
05 SHAREHOLDER PROPOSAL: ADOPT SIMPLE MAJORITY Shr For Against
VOTE
06 SHAREHOLDER PROPOSAL: ADOPT A MAJORITY VOTE Shr Against For
STANDARD FOR THE ELECTION OF DIRECTORS
- --------------------------------------------------------------------------------------------------------------------------
FORTUM CORPORATION, ESPOO Agenda Number: 701464442
- --------------------------------------------------------------------------------------------------------------------------
Security: X2978Z118
Meeting Type: AGM
Meeting Date: 01-Apr-2008
Ticker:
ISIN: FI0009007132
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
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
1.1 Adopt the accounts Mgmt For For
1.2 Approve the actions on profit or loss and to Mgmt For For
pay a dividend of EUR 1.35 per share
1.3 Grant discharge from liability Mgmt For For
1.4 Approve the remuneration of the Supervisory Mgmt For For
Board
1.5 Approve the remuneration of the Board Members Mgmt For For
1.6 Approve the remuneration of the Auditor(s) Mgmt For For
1.7 Approve the number of the Supervisory Board Mgmt For For
1.8 Approve the number of the Board Members Mgmt For For
1.9 Elect the Supervisory Board Mgmt For For
1.10 Elect the Board Members Mgmt For For
1.11 Elect the Auditor[s] Mgmt For For
2. Amend the Articles of Association Mgmt For For
3. Authorize the Board to decide on acquiring the Mgmt For For
Company's own shares
4. Appoint a Nomination Committee Mgmt Against Against
5. PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: Shr Against For
Approve to abolish the Supervisory Board
- --------------------------------------------------------------------------------------------------------------------------
FPL GROUP, INC. Agenda Number: 932851808
- --------------------------------------------------------------------------------------------------------------------------
Security: 302571104
Meeting Type: Annual
Meeting Date: 23-May-2008
Ticker: FPL
ISIN: US3025711041
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
SHERRY S. BARRAT Mgmt For For
ROBERT M. BEALL, II Mgmt For For
J. HYATT BROWN Mgmt Withheld Against
JAMES L. CAMAREN Mgmt For For
J. BRIAN FERGUSON Mgmt For For
LEWIS HAY, III Mgmt For For
TONI JENNINGS Mgmt For For
OLIVER D. KINGSLEY, JR. Mgmt For For
RUDY E. SCHUPP Mgmt For For
MICHAEL H. THAMAN Mgmt For For
HANSEL E. TOOKES, II Mgmt For For
PAUL R. TREGURTHA Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR 2008.
03 APPROVAL OF THE FPL GROUP EXECUTIVE ANNUAL INCENTIVE Mgmt For For
PLAN.
04 SHAREHOLDER PROPOSAL - GLOBAL WARMING REPORT. Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
FREEPORT-MCMORAN COPPER & GOLD INC. Agenda Number: 932742112
- --------------------------------------------------------------------------------------------------------------------------
Security: 35671D857
Meeting Type: Annual
Meeting Date: 10-Jul-2007
Ticker: FCX
ISIN: US35671D8570
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RICHARD C. ADKERSON Mgmt For For
ROBERT J. ALLISON, JR. Mgmt For For
ROBERT A. DAY Mgmt For For
GERALD J. FORD Mgmt For For
H. DEVON GRAHAM, JR. Mgmt For For
J. BENNETT JOHNSTON Mgmt For For
CHARLES C. KRULAK Mgmt For For
BOBBY LEE LACKEY Mgmt For For
JON C. MADONNA Mgmt For For
DUSTAN E. MCCOY Mgmt For For
GABRIELLE K. MCDONALD Mgmt For For
JAMES R. MOFFETT Mgmt For For
B.M. RANKIN, JR. Mgmt For For
J. STAPLETON ROY Mgmt For For
STEPHEN H. SIEGELE Mgmt For For
J. TAYLOR WHARTON Mgmt For For
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS INDEPENDENT AUDITORS.
03 ADOPTION OF THE PROPOSED AMENDMENTS TO THE 2006 Mgmt For For
STOCK INCENTIVE PLAN.
- --------------------------------------------------------------------------------------------------------------------------
FREEPORT-MCMORAN COPPER & GOLD INC. Agenda Number: 932893527
- --------------------------------------------------------------------------------------------------------------------------
Security: 35671D857
Meeting Type: Annual
Meeting Date: 05-Jun-2008
Ticker: FCX
ISIN: US35671D8570
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RICHARD C. ADKERSON Mgmt For For
ROBERT J. ALLISON, JR. Mgmt For For
ROBERT A. DAY Mgmt For For
GERALD J. FORD Mgmt For For
H. DEVON GRAHAM, JR. Mgmt For For
J. BENNETT JOHNSTON Mgmt For For
CHARLES C. KRULAK Mgmt For For
BOBBY LEE LACKEY Mgmt For For
JON C. MADONNA Mgmt For For
DUSTAN E. MCCOY Mgmt For For
GABRIELLE K. MCDONALD Mgmt For For
JAMES R. MOFFETT Mgmt For For
B.M. RANKIN, JR. Mgmt For For
J. STAPLETON ROY Mgmt For For
STEPHEN H. SIEGELE Mgmt For For
J. TAYLOR WHARTON Mgmt For For
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS INDEPENDENT AUDITORS.
03 APPROVAL OF THE PROPOSED AMENDMENT TO THE FREEPORT-MCMORANMgmt For For
COPPER & GOLD INC. AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK TO 1,800,000,000.
- --------------------------------------------------------------------------------------------------------------------------
GENERAL ELECTRIC COMPANY Agenda Number: 932823481
- --------------------------------------------------------------------------------------------------------------------------
Security: 369604103
Meeting Type: Annual
Meeting Date: 23-Apr-2008
Ticker: GE
ISIN: US3696041033
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A1 ELECTION OF DIRECTOR: JAMES I. CASH, JR. Mgmt For For
A2 ELECTION OF DIRECTOR: SIR WILLIAM M. CASTELL Mgmt For For
A3 ELECTION OF DIRECTOR: ANN M. FUDGE Mgmt For For
A4 ELECTION OF DIRECTOR: CLAUDIO X. GONZALEZ Mgmt Against Against
A5 ELECTION OF DIRECTOR: SUSAN HOCKFIELD Mgmt For For
A6 ELECTION OF DIRECTOR: JEFFREY R. IMMELT Mgmt For For
A7 ELECTION OF DIRECTOR: ANDREA JUNG Mgmt For For
A8 ELECTION OF DIRECTOR: ALAN G. (A.G.) LAFLEY Mgmt For For
A9 ELECTION OF DIRECTOR: ROBERT W. LANE Mgmt For For
A10 ELECTION OF DIRECTOR: RALPH S. LARSEN Mgmt For For
A11 ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS Mgmt For For
A12 ELECTION OF DIRECTOR: JAMES J. MULVA Mgmt For For
A13 ELECTION OF DIRECTOR: SAM NUNN Mgmt For For
A14 ELECTION OF DIRECTOR: ROGER S. PENSKE Mgmt For For
A15 ELECTION OF DIRECTOR: ROBERT J. SWIERINGA Mgmt For For
A16 ELECTION OF DIRECTOR: DOUGLAS A. WARNER III Mgmt For For
B RATIFICATION OF KPMG Mgmt For For
01 CUMULATIVE VOTING Shr Against For
02 SEPARATE THE ROLES OF CEO AND CHAIRMAN Shr For Against
03 RECOUP UNEARNED MANAGEMENT BONUSES Shr Against For
04 CURB OVER-EXTENDED DIRECTORS Shr For Against
05 REPORT ON CHARITABLE CONTRIBUTIONS Shr Against For
06 GLOBAL WARMING REPORT Shr Against For
07 ADVISORY VOTE ON EXECUTIVE COMPENSATION Shr For Against
- --------------------------------------------------------------------------------------------------------------------------
HONEYWELL INTERNATIONAL INC. Agenda Number: 932823253
- --------------------------------------------------------------------------------------------------------------------------
Security: 438516106
Meeting Type: Annual
Meeting Date: 28-Apr-2008
Ticker: HON
ISIN: US4385161066
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: GORDON M. BETHUNE Mgmt For For
1B ELECTION OF DIRECTOR: JAIME CHICO PARDO Mgmt For For
1C ELECTION OF DIRECTOR: DAVID M. COTE Mgmt For For
1D ELECTION OF DIRECTOR: D. SCOTT DAVIS Mgmt For For
1E ELECTION OF DIRECTOR: LINNET F. DEILY Mgmt For For
1F ELECTION OF DIRECTOR: CLIVE R. HOLLICK Mgmt For For
1G ELECTION OF DIRECTOR: BRADLEY T. SHEARES Mgmt For For
1H ELECTION OF DIRECTOR: ERIC K. SHINSEKI Mgmt For For
1I ELECTION OF DIRECTOR: JOHN R. STAFFORD Mgmt For For
1J ELECTION OF DIRECTOR: MICHAEL W. WRIGHT Mgmt For For
02 APPROVAL OF INDEPENDENT ACCOUNTANTS Mgmt For For
03 AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION Mgmt For For
- RIGHT TO CALL A SPECIAL MEETING OF SHAREOWNERS
04 PAY-FOR-SUPERIOR-PERFORMANCE PRINCIPLE Shr For Against
- --------------------------------------------------------------------------------------------------------------------------
HUSKY ENERGY INC Agenda Number: 701522763
- --------------------------------------------------------------------------------------------------------------------------
Security: 448055103
Meeting Type: AGM
Meeting Date: 22-Apr-2008
Ticker:
ISIN: CA4480551031
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Elect Mr. Victor T.K. Li as a Director Mgmt For For
1.2 Elect Mr. Canning K.N. Fok as a Director Mgmt For For
1.3 Elect Mr. R. Donald Fullerton as a Director Mgmt For For
1.4 Elect Mr. Martin J.G. Glynn as a Director Mgmt For For
1.5 Elect Mr. Holger Kluge as a Director Mgmt For For
1.6 Elect Mr. Poh Chan Koh as a Director Mgmt For For
1.7 Elect Ms. Eva Lee Kwok as a Director Mgmt For For
1.8 Elect Mr. Stanley T.L. Kwok as a Director Mgmt For For
1.9 Elect Mr. John C.S. Lau as a Director Mgmt For For
1.10 Elect Mr. Colin S. Russel as a Director Mgmt For For
1.11 Elect Mr. Wayne E. Shaw as a Director Mgmt For For
1.12 Elect Mr. William Shurniak as a Director Mgmt For For
1.13 Elect Mr. Frank J. Sixt as a Director Mgmt For For
2. Appoint KPMG LLP as the Auditors of the Corporation Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
IBERDROLA SA, BILBAO Agenda Number: 701506872
- --------------------------------------------------------------------------------------------------------------------------
Security: E6165F166
Meeting Type: AGM
Meeting Date: 16-Apr-2008
Ticker:
ISIN: ES0144580Y14
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No vote
REACH QUORUM, THERE WILL BE A SECOND CALL ON
17 APR 2008 AT 11:30 CONSEQUENTLY, YOUR VOTING
INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS
UNLESS THE AGENDA IS AMENDED. THANK YOU.
SHAREHOLDERS WHO PARTICIPATE IN ANY FORM ATTHIS Non-Voting No vote
GENERAL MEEETING, WHETHER DIRECTLY, BY PROXY,
OR BY LONG DISTANCE VOTING, SHALL BE ENTITLED
TO RECEIVE AN ATTENDANCE PREMIUM OF 0.005 EUROS
GROSS PER SHARE.
PLEASE BE ADVISED THAT ADDITIONAL INFORMATION Non-Voting No vote
CONCERNING IBERDROLA, S.A. CAN ALSO BE VIEWED
ON THE COMPANY'S WEBSITE: HTTP://WWW.IBERDROLA.ES
/WCORP/CORPORATIVA/IBERDROLA?IDPAG=ENACCANUNJGA2008&CODCACHE=12054889693981893
1. Approve the individual annual financial statements Mgmt For For
of IBERDROLA, S.A [balance sheet, profit and
loss statement and notes] and of the consolidated
financial statements of IBERDROLA, S,A and
its subsidiaries [balance sheet, profit and
loss statement of the changes in shareholders
equity, statement of cash flows and notes ]
for the FYE on 31 DEC 2007
2. Approve the allocation of profit/losses and Mgmt For For
the distribution of dividends for the FYE on
31 DEC 2007
3. Approve the individual Management report of Mgmt For For
IBERDROLA, S.A, and of the consolidated management
report of IBERDROLA, S.A, and its subsidiaries
for the FYE 31 DEC 2007
4. Approve the Management and actions of the Board Mgmt For For
of Directors during the FYE 31 DEC 2007, as
specified
5. Ratify the interim appointment of Mr. Jose Luis Mgmt For For
Olivas Martinez to fill a vacancy, as an External
Proprietary Director, made after the holding
of the last general shareholder's meeting
6. Approve a system for variable compensation tied Mgmt For For
both to the achievement of annual objectives
and to the achievement of objectives set out
in the 2008-2010 Strategic Plan for the Chairman
and Chief Executive Officer and for managers
through the delivery of shares, and delegation
to the Board of Directors of the power to implement,
develop, formalize and execute such compensation
system
7. Approve the capital increase for cash consideration, Mgmt For For
by a nominal amount of 34,947,798 Euros, through
the issuance and flotation of 46,597,064 new
common shares with a par value of seventy-five
euro cents [EUR 0.75] each and a share premium
to be determined, pursuant to the provisions
of section 159.1.C in fine of the Companies
Law, by the Board of Directors, with express
powers of delegation, on the date of execution
of the resolution; the purpose of the capital
increase is to fulfill the commitments assumed
by Iberdola, S.A. within the framework of the
Scottish Power Plc transaction and in the fourth
Iberdola Group Collective Bargaining Agreement
[Cuarto Convenio Colectivo Iberdola Grupo]
regarding the policy of compensation to the
employees in shares, thus allowing the Board
of Directors to implement, develop and execute
one or more plans directed to the employees
of the Iberdola group excluding the employees
of Iberdrola Renovables, S.A.'s subsidiaries
and subject to the restrictions resulting from
the Code for the Separation of Activities;
exclusion of pre-emptive rights and express
provision for the possibility of incomplete
subscription; and amend of Article 5 of the
By-Laws in connection with the amount of share
capital, as specified
8. Authorize the Board of Directors, with the express Mgmt For For
power of delegation, for the derivative acquisition
of the Company's own shares by the Company
itself and/or by its subsidiaries, up to a
maximum of five (5%) percent of the share capital,
pursuant to applicable law, for which purpose
the authorization granted by the shareholders
at the general shareholders' meeting of 29
MAR 2007 is hereby deprived of effect to the
extent of the unused amount
9. Approve the delegation to the Board of Directors, Mgmt For For
with the express power of delegation, for a
term of five years, of the power to issue:
a) bonds or simple debentures and other fixed-income
securities of a like nature [other than notes],
as well as preferred stock, up to a maximum
amount of twenty [20] billion euros, and b)
notes up to a maximum amount, independently
of the foregoing, of six [6] billion euros;
and authorization for the Company to guarantee,
within the limits set forth above, new issuances
of securities by subsidiaries, for which purpose
the delegation approved by the shareholders
at the general shareholders' meeting held on
29 MAR 2007 is hereby deprived of effect to
the extent of the unused amount
10. Authorize the Board of Directors, with the express Mgmt For For
power of delegation, to apply for the listing
on and delisting from Spanish or foreign, official
or unofficial, organized or other secondary
markets of the shares, debentures, bonds, notes,
preferred stock or any other securities issued
or to be issued, and to adopt such resolutions
as may be necessary to ensure the continued
listing of the shares, debentures or other
securities of the Company that may then be
outstanding, for which purpose the authorization
granted by the shareholders at the general
shareholders' meeting of 29 MAR 2007 is hereby
deprived of effect
11. Authorize the Board of Directors, with the express Mgmt For For
power of delegation, to create and fund Associations
and Foundations, pursuant to applicable legal
provisions, for which purpose the authorization
granted by the shareholders at the general
shareholders' meeting of 29 MAR 2007 is hereby
deprived of effect to the extent of the unused
amount
12. Approve the delegation of powers to formalize Mgmt For For
and execute all resolutions adopted by the
shareholders at the general shareholders' meeting,
for conversion thereof into a public instrument,
and for the interpretation, correction and
supplementation thereof or further elaboration
thereon until the required registrations are
made
- --------------------------------------------------------------------------------------------------------------------------
IMPERIAL TOBACCO GROUP PLC, BRISTOL Agenda Number: 701412962
- --------------------------------------------------------------------------------------------------------------------------
Security: G4721W102
Meeting Type: AGM
Meeting Date: 29-Jan-2008
Ticker:
ISIN: GB0004544929
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the accounts for the FYE 30 SEP 2007, Mgmt For For
together with the Auditors report thereon
2. Approve the Director's remuneration report for Mgmt For For
the FYE 30 SEP 2007, together with the Auditors'
report thereon
3. Declare a final dividend for the FYE 30 SEP Mgmt For For
2007 of 48.5 pence per ordinary share of 10
pence payable on 15 FEB 2008 to those shareholders
on the register at the close of the Business
on 18 JAN 2008
4. Elect Mrs. Alison J. Cooper as a Director of Mgmt For For
the Company
5. Re-elect Mr. Gareth Davis as a Director of the Mgmt For For
Company
6. Re-elect Mr. Robert Dyrbus as a Director of Mgmt For For
the Company
7. Elect Mr. Michael H. C. Herlihy as a Director Mgmt For For
of the Company
8. Re-elect Ms. Susan E. Murray as a Director of Mgmt For For
the Company
9. Elect Mr. Mark D. Williamson as a Director of Mgmt For For
the Company
10. Re-appoint PricewaterhouseCoopers LLP as the Mgmt For For
Auditors of the Company to hold office until
the conclusion of the next general meeting
at which accounts are laid before the Company
11. Authorize the Directors to set the remuneration Mgmt For For
of the Auditors
12. Authorize the Company and it s subsidiaries, Mgmt For For
in accordance with Section 366 of the Companies
Act 2006 [the "2006 Act"], to make donations
to political organizations or independent election
candidates, as defined in Section 363 and 364
of the 2006 Act, not exceeding GBP 100,000
in total; and to incur political expenditure,
as defined in Section 365 of the 2006 Act,
not exceeding GBP 100,000 in total; [Authority
expires the earlier of the conclusion of the
AGM of the Company held in 2009 or 30 APR 2009]
13. Approve to extend the authority of the Directors Mgmt For For
or a duly authorized committee of the Directors
to grant options over the ordinary shares in
the Company under the French appendix [Appendix
4] to the Imperial Tobacco Group International
Sharesave Plan by a 38 month period as permitted
under Rule 13 of Appendix 4; [Authority shall
expire on 29 MAR 2011]
14. Authorize the Directors, in substitution of Mgmt For For
the existing authorities and for the purpose
of Section 80 of the Companies Act 1985 [ the
Act], to allot relevant securities [Section
80(2) of the Act] up to an aggregate nominal
amount of GBP 24,300,000; [Authority expires
at the earlier of the conclusion of the next
AGM of the Company or on 30 APR 2009]; and
the Directors may allot relevant securities
after the expiry of this authority in pursuance
of such an offer or agreement made prior to
such expiry
S.15 Authorize the Directors, subject to the passing Mgmt For For
of Resolution 14 and pursuant to Section 95(2)
of the Companies Act 1985 [the 1985 Act], to
allot equity securities [Section 94 of the
1985 Act [other than Section 94(3A) of the
1985 Act] whether for cash pursuant to the
authority conferred by Resolution 14 or otherwise
in the case of treasury shares [Section 162A
of the 1985 Act], disapplying the statutory
pre-emption rights [Section 89(1)] of the 1985
Act, provided that this power is limited to
the allotment of equity securities: a) in connection
with a rights issue in favor of ordinary shareholders;
b) up to an aggregate nominal amount of GBP
3,645,000; [Authority expires the earlier of
the conclusion of the next AGM of the Company
or 30 APR 2009]; and the Directors may allot
equity securities after the expiry of this
authority in pursuance of such an offer or
agreement made prior to such expiry
S.16 Authorize the Company, in accordance with Article Mgmt For For
5 of the Company's Article of Association and
the Companies Act 1985 [ the 1985 Act], for
the purpose of Section 166 of the Act, to make
market purchases [Section 163(3) of the 1985
Act] of up to 72,900,000 ordinary shares of
10 pence each on such terms and in such manner
as the Directors may from time to time determine,
and where such shares are held as treasury
shares, the Company may use them for purposes
set out in Section 163(3) of the 1985 Act,
at a minimum price of 10 pence [exclusive of
expenses] and up to an amount equal to 105%
of the average middle market quotations for
such shares derived from the London Stock Exchange
Daily Official List, over the previous 5 business
days on which the Ordinary Share is purchased
and the amount stipulated by the Article 5(1)
of the Buy-back and stabilization regulation
2003 [in each case exclusive of expenses];
[Authority expires the earlier of the conclusion
of the AGM of the Company held in 2009 or 30
APR 2009]; the Company, before the expiry,
may make a contract to purchase ordinary shares
which will or may be executed wholly or partly
after such expiry
S.17 Adopt, the Articles of Association produced Mgmt For For
to the meeting, in substitution for and to
the exclusion of the existing Articles of Association
of the Company
S.18 Approve that, subject to resolution S.17 being Mgmt For For
passed and with effect on and from 01 OCT 2008
or such later date as Section 175 of the Companies
Act 2006 shall be brought into force, Article
97 of the Articles of Association adopted pursuant
to resolution S.17 be deleted in its entirety
and Articles 97 to 102 as specified, be substituted
thereto and the remaining Articles be re-numbered
- --------------------------------------------------------------------------------------------------------------------------
INTESA SANPAOLO SPA, TORINO Agenda Number: 701507709
- --------------------------------------------------------------------------------------------------------------------------
Security: T55067101
Meeting Type: AGM
Meeting Date: 30-Apr-2008
Ticker:
ISIN: IT0000072618
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the allocation of income Mgmt No vote
2. Elect the Supervisory Board Members Mgmt No vote
PLEASE NOTE THAT THE MEETING HELD ON 28 APR Non-Voting No vote
08 HAS BEEN POSTPONED AND THAT THE SECOND CONVOCATION
WILL BE HELD ON 30 APR 08. IF YOU HAVE ALREADY
SENT YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
JOHNSON & JOHNSON Agenda Number: 932823962
- --------------------------------------------------------------------------------------------------------------------------
Security: 478160104
Meeting Type: Annual
Meeting Date: 24-Apr-2008
Ticker: JNJ
ISIN: US4781601046
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MARY SUE COLEMAN Mgmt For For
JAMES G. CULLEN Mgmt For For
MICHAEL M.E. JOHNS Mgmt Withheld Against
ARNOLD G. LANGBO Mgmt Withheld Against
SUSAN L. LINDQUIST Mgmt For For
LEO F. MULLIN Mgmt For For
WILLIAM D. PEREZ Mgmt Withheld Against
CHRISTINE A. POON Mgmt For For
CHARLES PRINCE Mgmt Withheld Against
STEVEN S REINEMUND Mgmt For For
DAVID SATCHER Mgmt For For
WILLIAM C. WELDON Mgmt For For
02 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
03 SHAREHOLDER PROPOSAL: ADVISORY VOTE ON EXECUTIVE Shr For Against
COMPENSATION POLICIES AND DISCLOSURE
- --------------------------------------------------------------------------------------------------------------------------
JOHNSON CONTROLS, INC. Agenda Number: 932798272
- --------------------------------------------------------------------------------------------------------------------------
Security: 478366107
Meeting Type: Annual
Meeting Date: 23-Jan-2008
Ticker: JCI
ISIN: US4783661071
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
NATALIE A. BLACK Mgmt For For
ROBERT A. CORNOG Mgmt For For
WILLIAM H. LACY Mgmt For For
STEPHEN A. ROELL Mgmt For For
02 RATIFICATION OF PRICEWATERHOUSECOOPERS AS INDEPENDENT Mgmt For For
AUDITORS FOR 2008.
- --------------------------------------------------------------------------------------------------------------------------
JPMORGAN CHASE & CO. Agenda Number: 932852280
- --------------------------------------------------------------------------------------------------------------------------
Security: 46625H100
Meeting Type: Annual
Meeting Date: 20-May-2008
Ticker: JPM
ISIN: US46625H1005
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: CRANDALL C. BOWLES Mgmt For For
1B ELECTION OF DIRECTOR: STEPHEN B. BURKE Mgmt For For
1C ELECTION OF DIRECTOR: DAVID M. COTE Mgmt For For
1D ELECTION OF DIRECTOR: JAMES S. CROWN Mgmt For For
1E ELECTION OF DIRECTOR: JAMES DIMON Mgmt For For
1F ELECTION OF DIRECTOR: ELLEN V. FUTTER Mgmt For For
1G ELECTION OF DIRECTOR: WILLIAM H. GRAY, III Mgmt For For
1H ELECTION OF DIRECTOR: LABAN P. JACKSON, JR. Mgmt For For
1I ELECTION OF DIRECTOR: ROBERT I. LIPP Mgmt For For
1J ELECTION OF DIRECTOR: DAVID C. NOVAK Mgmt For For
1K ELECTION OF DIRECTOR: LEE R. RAYMOND Mgmt For For
1L ELECTION OF DIRECTOR: WILLIAM C. WELDON Mgmt For For
02 APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM
03 APPROVAL OF AMENDMENT TO 2005 LONG-TERM INCENTIVE Mgmt For For
PLAN
04 REAPPROVAL OF KEY EXECUTIVE PERFORMANCE PLAN Mgmt For For
05 GOVERNMENTAL SERVICE REPORT Shr Against For
06 POLITICAL CONTRIBUTIONS REPORT Shr Against For
07 INDEPENDENT CHAIRMAN OF THE BOARD Shr Against For
08 EXECUTIVE COMPENSATION APPROVAL Shr For Against
09 TWO CANDIDATES PER DIRECTORSHIP Shr Against For
10 HUMAN RIGHTS AND INVESTMENT REPORT Shr Against For
11 LOBBYING PRIORITIES REPORT Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
KBC GROUPE SA, BRUXELLES Agenda Number: 701505589
- --------------------------------------------------------------------------------------------------------------------------
Security: B5337G162
Meeting Type: MIX
Meeting Date: 24-Apr-2008
Ticker:
ISIN: BE0003565737
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
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
A.1 Review of the Company and consolidated annual Non-Voting No vote
report of the Board of Directors of KBC Group
NV for the FYE on 31 DEC 2007
A.2 Reveiw of the Auditor's report on the company Non-Voting No vote
and the consolidated annual accounts of KBC
Group NV for the FYE on 31 DEC 2007
A.3 Review of the consolidated annual accounts of Non-Voting No vote
KBC Group NV for the FYE on 31 DEC 2007
A.4 Approve the company annual accounts of KBC Group Mgmt No vote
NV for the financial year ending on 31 DEC
2007
A.5 Approve the proposed appropriation of the profit Mgmt No vote
earned by KBC Group NV in the FYE on 31 DEC
2007; motion to pay a gross dividend of EUR
3.78 for each share, except the 12 436 312
repurchased KBC Group NV shares whose dividend
certificates will be cancelled at the meeting
pursuant to Article 622 of the Companies Code
A.6 Grant discharge to the Directors of KBC Group Mgmt No vote
NV for the performance of their mandate during
the 2007 FY
A.7 Grant discharge to the Auditor of KBC Group Mgmt No vote
NV for the performance of his mandate during
the 2007 FY
A.8 Authorize the Board of Directors of KBC Group Mgmt No vote
NV and the Boards of Directors of its direct
subsidiaries, with the possibility of further
delegation, to acquire and take in pledge KBC
Group NV shares over a period of 18 months,
as long as the par value of the KBC Group NV
shares held in portfolio and taken in pledge
does not exceed 10% of its issued share capital;
the shares may be acquired at a price per share
that may not be lower than 1 EURO, and may
not be higher than the last closing price on
Euronext Brussels before the date of acquisition
plus 10 %; within the confines of the law,
this authorisation is valid for all acquisitions
for a consideration, in the broadest sense
of the term, on or off the exchange; this authorisation
to buy back own shares replaces that granted
by the General Meeting of 26 APR 2007, as specified
A.9.A Appoint Mr Jan Huyghebaert as Director for a Mgmt No vote
period of 4 years, i.e. until after the AGM
of 2012
A.9.B Appoint Mr Theo Roussis as Director for a period Mgmt No vote
of 4 years, i.e. until after the AGM of 2012
A.9.C Appoint Mr. Jo Cornu as Independent Director Mgmt No vote
within the meaning of and in line with the
criteria set out in Article 524, 4 of the Companies
Code and in the Corporate Governance Code,
for a term of 4 years, i.e. until after the
AGM of 2012
A.9.D Appoint Mr. Lode Morlion as Director for a period Mgmt No vote
of 4 years, i.e. until after the AGM of 2012,
to replace Mr. Guido Van Roey, who will resign
after this year's AGM
A.9.E Appoint Mrs. Ghislaine Van Kerckhove for a period Mgmt No vote
of 4 years, i.e. until after the AGM of 2012,
to replace Mr. Xavier Lienart, who will resign
after this year's AGM
A.10 Other business Non-Voting No vote
E.1 Amend the third paragraph of Article 5: The Mgmt No vote
shareholders register can be kept in electronic
form
E.2 Amend the fourth paragraph of Article 5 Mgmt No vote
E.3 Amend the fifth paragraph of Article 5 with Mgmt No vote
the following text: as specified
E.4 Amend the transitional provision under Article Mgmt No vote
11bis and include it under Article 5, as specified
E.5 Amend the Article 10 bis with the following Mgmt No vote
text, as specified
E.6 Amend the Article 11bis with the following text, Mgmt No vote
as specified
E.7 Amend the fourth paragraph of Article 17 with Mgmt No vote
the following text, as specified
E.8 Amend the Article 28 with the following text, Mgmt No vote
as specified
E.9 Amend, as a new first sentence, to the first Mgmt No vote
paragraph of Article 36, as specified
E.10 Amend the last sentence of Article 39 by the Mgmt No vote
following text, as specified
- --------------------------------------------------------------------------------------------------------------------------
KELDA GROUP PLC, BRADFORD Agenda Number: 701319419
- --------------------------------------------------------------------------------------------------------------------------
Security: G32344114
Meeting Type: AGM
Meeting Date: 01-Aug-2007
Ticker:
ISIN: GB00B1KQN728
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the Directors' report, the Auditor's Mgmt For For
reports and the accounts
2. Receive the Directors' remuneration report Mgmt For For
3. Approve a final dividend of 23.0 pence per share Mgmt For For
4. Re-elect Mr. David Salkeld as a Director Mgmt For For
5. Appoint PricewaterhouseCoopers LLP as the Auditors Mgmt For For
and authorize the Board to determine their
remuneration
6. Grant authority to issue equity or equity-linked Mgmt For For
securities with pre-emptive rights up to an
aggregate nominal amount of GBP 18,400,000
S.7 Grant authority, subject to the passing of Resolution Mgmt For For
6, to issue equity or equity-linked securities
without pre-emptive rights up to an aggregate
nominal amount of GBP 2,800,000
S.8 Grant authority to purchase 27,500,000 ordinary Mgmt For For
shares for market purchase
9. Amend Kelda Group Long-Term Incentive Plan 2003 Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
KIMBERLY-CLARK CORPORATION Agenda Number: 932821754
- --------------------------------------------------------------------------------------------------------------------------
Security: 494368103
Meeting Type: Annual
Meeting Date: 17-Apr-2008
Ticker: KMB
ISIN: US4943681035
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: JOHN R. ALM Mgmt For For
1B ELECTION OF DIRECTOR: JOHN F. BERGSTROM Mgmt For For
1C ELECTION OF DIRECTOR: ROBERT W. DECHERD Mgmt For For
1D ELECTION OF DIRECTOR: IAN C. READ Mgmt For For
1E ELECTION OF DIRECTOR: G. CRAIG SULLIVAN Mgmt For For
02 RATIFICATION OF AUDITORS Mgmt For For
03 APPROVAL OF AMENDED AND RESTATED CERTIFICATE Mgmt For For
OF INCORPORATION TO ELIMINATE SUPERMAJORITY
VOTING PROVISIONS
04 STOCKHOLDER PROPOSAL REGARDING QUALIFICATIONS Shr Against For
FOR DIRECTOR NOMINEES
05 STOCKHOLDER PROPOSAL REGARDING ADOPTION OF GLOBAL Shr Against For
HUMAN RIGHTS STANDARDS BASED ON INTERNATIONAL
LABOR CONVENTIONS
06 STOCKHOLDER PROPOSAL REGARDING SPECIAL SHAREHOLDER Shr For Against
MEETINGS
07 STOCKHOLDER PROPOSAL REGARDING CUMULATIVE VOTING Shr Against For
08 STOCKHOLDER PROPOSAL REGARDING AMENDMENT OF Shr Against For
BYLAWS TO ESTABLISH A BOARD COMMITTEE ON SUSTAINABILITY
- --------------------------------------------------------------------------------------------------------------------------
KRAFT FOODS INC. Agenda Number: 932849346
- --------------------------------------------------------------------------------------------------------------------------
Security: 50075N104
Meeting Type: Annual
Meeting Date: 13-May-2008
Ticker: KFT
ISIN: US50075N1046
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
AJAY BANGA Mgmt For For
JAN BENNINK Mgmt For For
MYRA M. HART Mgmt For For
LOIS D. JULIBER Mgmt For For
MARK D. KETCHUM Mgmt For For
RICHARD A. LERNER, M.D. Mgmt For For
JOHN C. POPE Mgmt For For
FREDRIC G. REYNOLDS Mgmt For For
IRENE B. ROSENFELD Mgmt For For
MARY L. SCHAPIRO Mgmt For For
DEBORAH C. WRIGHT Mgmt For For
FRANK G. ZARB Mgmt For For
02 RATIFICATION OF THE SELECTION OF INDEPENDENT Mgmt For For
AUDITORS
- --------------------------------------------------------------------------------------------------------------------------
LEGAL & GENERAL GROUP PLC, LONDON Agenda Number: 701538033
- --------------------------------------------------------------------------------------------------------------------------
Security: G54404127
Meeting Type: AGM
Meeting Date: 14-May-2008
Ticker:
ISIN: GB0005603997
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and approve the Audited report and accounts Mgmt For For
of the Company for the YE 31 DEC 2007
2. Declare a final dividend of 4.10p per ordinary Mgmt For For
share in respect of the YE 31 DEC 2007 and
pay the shareholders on the register at the
close of business on 18 APR 2008
3. Re-elect Mr. T.J. Breedon as a Director, who Mgmt For For
retires by rotation
4. Re-elect Mr. F.A. Heaton as a Director, who Mgmt For For
retires by rotation
5. Re-elect Sir Rob Margetts C.B.E. as a Director, Mgmt For For
who retires by rotation
6. Re-elect Mr. H.E. Staunton as a Director, who Mgmt For For
retires by rotation
7. Re-elect Sir David Walker as a Director, who Mgmt For For
retires by rotation
8. Re-appoint PricewaterhouseCoopers LLP as the Mgmt For For
Auditors of the Company, until the conclusion
of the next general meeting at which accounts
are laid before the Company
9. Authorize the Directors to determine the Auditor's Mgmt For For
remuneration
10. Approve the Directors' report on remuneration Mgmt For For
for the YE 31 DEC 2007[as specified]
11. Authorize the Directors of the Company, pursuant Mgmt For For
to Section 80 of the Companies Act 1985, to
allot relevant securities [Section 80 of the
Act] up to an aggregate nominal amount of GBP
15,285,372[10% of the issued share capital
of the Company as at 17 MAR 2008]; [Authority
expires the earlier of the next AGM of the
Company in 2009 or on 30 JUN 2009]; and the
Company may make allotments during the relevant
period which may be exercised after the relevant
period
S.12 Authorize the Directors of the Company, subject Mgmt For For
to the passing of Resolution 11, and pursuant
to Section 95 of the Companies Act 1985, to
allot equity securities [Section 94 of the
Act] for cash pursuant to the authority conferred
by Resolution 11 and/or where such allotment
constitutes an allotment of equity securities
by virtue of Section 94(3A), dis-applying the
statutory preemption rights [Section 89(1)],
provided that this power is limited to the
allotment of equity securities: a) in connection
with a rights issue, open after or other pre-emptive
offer in favor of shareholders where the equity
securities are offered to each such shareholder
in the same proportion[as specified]; b) up
to an aggregate nominal amount of GBP 7,642,686[5%
of the issued share capital of the Company
as at 17 MAR 2008]; [Authority expires the
earlier of the conclusion of the next AGM of
the Company in 2009 or 30 JUN 2009]; and the
Directors may allot equity securities after
the expiry of this authority in pursuance of
such an offer or agreement made prior to such
expiry
S.13 Authorize the Company, pursuant to Article 7 Mgmt For For
of the Articles of Association of the Company
and for the purpose of Section 166 of the Companies
Act 1985, to make market purchases[within the
meaning of Section 163 of that Act] of any
of its ordinary shares of up to 611,414,917
ordinary shares [10% of the issued share capital
of the Company], at a minimum price of 2.5p
and up to 105% of the average middle market
price of an ordinary share taken from the London
Stock Exchange Daily Official List, over the
previous 5 business days; the higher price
of last independent trade and the highest independent
current bids as stipulated by Article 5(1)
of commission Regulation (EC) 22 DEC 2007 implementing
the Market Abuse Directive as regards exemption
by buy-back programmes and stabilization of
financial instruments [No. 2279/2003]; [Authority
expires the earlier of the conclusion of the
next AGM of the Company in 2009 or 30 JUN 2009];
the Company, before the expiry, may make a
contract to purchase ordinary shares which
will or may be executed wholly or partly after
such expiry
S.14 Adopt the Articles of Association produced to Mgmt For For
the meeting and initialled by the Chairman
of the meeting for the purpose of identification
as the Articles of Association of the Company
in substitution for, and to exclusion of, the
existing Article of Association
- --------------------------------------------------------------------------------------------------------------------------
MARATHON OIL CORPORATION Agenda Number: 932821627
- --------------------------------------------------------------------------------------------------------------------------
Security: 565849106
Meeting Type: Annual
Meeting Date: 30-Apr-2008
Ticker: MRO
ISIN: US5658491064
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: CHARLES F. BOLDEN, JR. Mgmt For For
1B ELECTION OF DIRECTOR: GREGORY H. BOYCE Mgmt For For
1C ELECTION OF DIRECTOR: SHIRLEY ANN JACKSON Mgmt For For
1D ELECTION OF DIRECTOR: PHILIP LADER Mgmt For For
1E ELECTION OF DIRECTOR: CHARLES R. LEE Mgmt For For
1F ELECTION OF DIRECTOR: DENNIS H. REILLEY Mgmt For For
1G ELECTION OF DIRECTOR: SETH E. SCHOFIELD Mgmt For For
1H ELECTION OF DIRECTOR: JOHN W. SNOW Mgmt For For
1I ELECTION OF DIRECTOR: THOMAS J. USHER Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS OUR INDEPENDENT AUDITOR FOR 2008
03 STOCKHOLDER PROPOSAL TO AMEND OUR BY-LAWS TO Shr For Against
ALLOW STOCKHOLDERS TO CALL SPECIAL MEETINGS
04 STOCKHOLDER PROPOSAL TO ADOPT A POLICY FOR RATIFICATION Shr For Against
OF EXECUTIVE COMPENSATION
- --------------------------------------------------------------------------------------------------------------------------
NATIONAL GRID PLC Agenda Number: 701309999
- --------------------------------------------------------------------------------------------------------------------------
Security: G6375K151
Meeting Type: AGM
Meeting Date: 30-Jul-2007
Ticker:
ISIN: GB00B08SNH34
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the accounts for the YE 31 MAR 2007, Mgmt For For
the Directors' report , the Directors' remuneration
report and the Auditors' report on the accounts
2. Declare a final dividend of 17.8 pence per ordinary Mgmt For For
share [USD 1.7638 per American Depository Share]
for the YE 31 MAR 2007
3. Re-elect Mr. Edward Astle as a Director Mgmt For For
4. Re-elect Mr. Maria Richter as a Director Mgmt For For
5. Re-elect Mr. Mark Fairbairn as a Director Mgmt For For
6. Re-elect Mr. Linda Adamany as a Director Mgmt For For
7. Re-appoint PricewaterhouseCoopers LLP as the Mgmt For For
Company's Auditor, until the conclusion of
the next general meeting at which accounts
are laid before the Company
8. Authorize the Directors to set the Auditors' Mgmt For For
remuneration
9. Approve the Directors' remuneration report for Mgmt For For
the YE 31 MAR 2007
10. Authorize the Company, subject to and in accordance Mgmt For For
with the provisions of the Companies Act 2006,
to send, convey or supply all types of notices,
documents or information to shareholders by
means of electronic equipment, including by
making them available on website
11. Authorize the Directors, pursuant to Section Mgmt For For
80 of the Companies Act 1985 [the Act], to
allot relevant securities [Section 80(2) of
the Act] up to an aggregate nominal value of
GBP 101,714,000; [Authority expires on 29 JUL
2012]; 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
12. Approve the amended National Grid USA Incentive Mgmt For For
Thrift Plans I and II as specified
S.13 Authorize the Directors, pursuant to Section Mgmt For For
95 of the Act, to allot equity securities,
which shall include a sale of treasury shares,
wholly for cash, 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 a rights issue in favor of ordinary shareholders;
and b) up to an aggregate nominal amount of
GBP 15,411,000; [Authority expires on 29 JUL
2012]; and Directors may allot equity securities
after the expiry of this authority in pursuance
of such an offer or agreement made prior to
such expiry, this power, in so far as it relates
to the allotment of equity securities rather
than the sales of treasury shares, is granted
pursuant to Resolution 11
S.14 Authorize the Company, for the purpose of Section Mgmt For For
166 of the Act, to make market purchases [Section
163(3) of the Act] of up to 270,485,000 ordinary
shares, of 11 17/43 pence each, at a minimum
price is 11 17/43p and the maximum price is
not more than 105% above the average market
value for an ordinary shares, as derived from
the London Stock Exchange Daily Official List,
over the previous 5 business days or this stipulated
by Article 5(1) of the buy-back and Stabilization
Regulation; [Authority expires the earlier
of the close of the 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
S.15 Authorize the Company, for the purpose of Section Mgmt For For
166 of the Act, to make market purchases [Section
163(3) of the Act] of its B shares up to 4,581,500,
of 10 pence each, at a minimum price is 10
pence and the maximum price may be paid for
each B share is 65 pence [free of all dealing
expenses and commissions]; [Authority expires
the earlier of the close of the 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
S.16 Approve the terms of the contract between: 1) Mgmt For For
Deutsche Bank; and 2) the Company under which
Deutsche Bank will be entitled to require the
Company to purchase B shares from them as specified
and authorize for the purposes of Section 165
of the Act and otherwise but so that such approval
and authority shall expire 18 months from the
date if passing of this resolution
S.17 Amend the Rules of the National Grid plc Performance Mgmt For For
Shares Plan ["the Plan"] as specified to increase
the limit over which an award under the Plan
may be made to an eligible employee in any
FY, from 125% of that employee's base salary
for the year to 250%
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF DETAILED AGENDA. ALSO NOTE THE NEW CUT-OFF
IS 19 JUL 2007. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
NESTE OIL Agenda Number: 701461319
- --------------------------------------------------------------------------------------------------------------------------
Security: X5688A109
Meeting Type: AGM
Meeting Date: 14-Mar-2008
Ticker:
ISIN: FI0009013296
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
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
1.1 Adopt the accounts Mgmt For For
1.2 Approve the profit or loss Board's proposal Mgmt For For
to pay dividend of EUR 1,00 per share
1.3 Grant discharge from liability Mgmt For For
1.4 Approve the remuneration of the Supervisory Mgmt Against Against
Board
1.5 Approve the remuneration of the Board members Mgmt Against Against
1.6 Approve the remuneration of the Auditor(s) Mgmt Against Against
1.7 Approve the number of the Supervisory Board Mgmt For For
1.8 Approve the number of the Board Members Mgmt For For
1.9 Elect the Supervisory Board Mgmt For For
1.10 Elect the Board Members Mgmt For For
1.11 Elect the Auditor(s) Mgmt For For
2. Approve to establish the Nomination Committee Mgmt Against Against
3. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Approve to abolish the Supervisory
Board
- --------------------------------------------------------------------------------------------------------------------------
NOKIA CORPORATION Agenda Number: 932829825
- --------------------------------------------------------------------------------------------------------------------------
Security: 654902204
Meeting Type: Annual
Meeting Date: 08-May-2008
Ticker: NOK
ISIN: US6549022043
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
02 APPROVAL OF THE ANNUAL ACCOUNTS. Mgmt For For
03 APPROVAL OF THE DISTRIBUTION OF THE PROFIT FOR Mgmt For For
THE YEAR, PAYMENT OF DIVIDEND.
04 APPROVAL OF THE DISCHARGE OF THE CHAIRMAN, THE Mgmt For For
MEMBERS OF THE BOARD OF DIRECTORS, AND THE
PRESIDENT, FROM LIABILITY.
05 APPROVAL OF THE REMUNERATION TO THE MEMBERS Mgmt For For
OF THE BOARD OF DIRECTORS.
06 APPROVAL OF THE NUMBER OF THE MEMBERS OF THE Mgmt For For
BOARD OF DIRECTORS.
07 DIRECTOR
GEORG EHRNROOTH Mgmt For For
LALITA D. GUPTE Mgmt For For
BENGT HOLMSTROM Mgmt For For
HENNING KAGERMANN Mgmt For For
OLLI-PEKKA KALLASVUO Mgmt For For
PER KARLSSON Mgmt For For
JORMA OLLILA Mgmt For For
MARJORIE SCARDINO Mgmt For For
RISTO SIILASMAA Mgmt For For
KEIJO SUILA Mgmt For For
08 APPROVAL OF THE AUDITOR REMUNERATION. Mgmt For For
09 APPROVAL OF THE RE-ELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For
OY AS THE AUDITORS FOR FISCAL YEAR 2008.
10 APPROVAL OF THE AUTHORIZATION TO THE BOARD OF Mgmt For For
DIRECTORS TO RESOLVE TO REPURCHASE NOKIA SHARES.
11 MARK THE "FOR" BOX IF YOU WISH TO INSTRUCT NOKIA'S Mgmt Against
LEGAL COUNSELS TO VOTE IN THEIR DISCRETION
ON YOUR BEHALF ONLY UPON ITEM 11.
- --------------------------------------------------------------------------------------------------------------------------
NORDEA BK AB PUBL EXTENDIBLE MEDIUM TERM BK NTS BOOK ENTRY 144A Agenda Number: 701470837
- --------------------------------------------------------------------------------------------------------------------------
Security: W57996105
Meeting Type: AGM
Meeting Date: 03-Apr-2008
Ticker:
ISIN: SE0000427361
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting No vote
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA)
IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE
OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
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
PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE Non-Voting No vote
OPTION IN SWEDEN. THANK YOU.
1. Elect Mr. Claes Beyer, Member of the Swedish Mgmt For For
Bar Association as the Chairman for the general
meeting
2. Approve the voting list Mgmt For For
3. Approve the agenda Mgmt For For
4. Elect at least 1 minutes checker Mgmt For For
5. Approve to determine whether the general meeting Mgmt For For
has been duly convened
6. Receive the annual report and the consolidated Mgmt Abstain Against
accounts, and the audit report and the Group
Audit report, in connection with the presentation
of the Board of Directors' work and speech
by the Group Chief Executive Officer
7. Adopt the income statement and the consolidated Mgmt For For
income statement, and the balance sheet and
the consolidated balance sheet
8. Approve the dispositions of the Company's profit Mgmt For For
according to the adopted balance sheet; the
Board of Directors and the Managing Director
propose a dividend of EUR 0.50 per share, and
further, that the record date for dividend
should be 08 APR 2008; with this record date,
the dividend is scheduled to be sent out by
VPC AB on 15 APR 2008
9. Grant discharge from liability for the Members Mgmt For For
of the Board of Directors and the Managing
Director
10. Approve to determine the number of Board Members Mgmt For For
at 11, until the end of the next AGM
11. Approve the fees for the Board of Directors Mgmt For For
shall be EUR 252,000 for the Chairman, EUR
97,650 for the Vice Chairman and EUR 75,600
per Member for the other Members; in addition,
fees shall be payable for extraordinary Board
meetings amounting to EUR 1,840 per meeting
attended and for Committee meetings EUR 2,370
for the Committee Chairman and EUR 1,840 for
the other Members per meeting attended; by
extraordinary Board meetings are meant meetings
in addition to the 13 ordinary meetings to
be held until the next AGM of shareholders;
remuneration is not paid to the Members who
are Employees of the Nordea Group; and the
fees to the Auditors shall be payable as per
invoice
12. Re-elect Messrs. Hans Dalborg, Marie Ehrling, Mgmt For For
Tom Knutzen, Lars G. Nordstrom, Timo Peltola,
Ursula Ranin and Bjorn Saven as the Board Members
and elect Messrs. Stine Bosse, Svein Jacobsen,
Heidi M. Petersen and Bjorn Wahlroos as the
Board Members, for the period until the end
of the next AGM of shareholders; re-elect Mr.
Hans Dalborg as the Chairman, for the period
until the end of the next AGM; if Mr. Hans
Dalborg's assignment as the Chairman of the
Board is discontinued prematurely, the Board
of Directors shall elect a new Chairman
13. Approve to establish a Nomination Committee Mgmt For For
with the task to present at general meetings,
where election shall take place of Board Member
and/or Chairman of the Board and/or Auditor
and/or decision shall be made regarding fees
for Board Members and/or Auditor, proposals
to the general meeting for such decisions;
the Nomination Committee shall consist of the
Chairman of the Board of Directors and 4 other
Members; the Committee shall elect its Chairman
among themselves; the Chairman of the Board
may not serve as Chairman of the Nomination
Committee; shareholders with the 4 largest
shareholdings in terms of voting right in the
Company shall be entitled to appoint 1 Member
each; changes in the composition of the Committee
may take place owing to shareholders, which
have appointed a Member to the Committee, selling
all or parts of their shareholdings in Nordea;
the Nomination Committee is entitled to co-opt
Members to the Committee, who represent shareholders
that, after the constituting of the Committee,
have come to be among the shareholders with
the 4 largest shareholdings in terms of voting
rights in the Company and that are not already
represented in the Committee; such co-opted
Members do not participate in the Nomination
Committee's decisions; the Nomination Committee
is moreover entitled to co-opt a maximum of
3 persons who in respect of the work of the
Committee possess the required knowledge and
experience of the social, business and cultural
conditions that prevail in the regions and
market areas in which the Group's main business
operations are conducted; such co-opted Members
do not participate in the Nomination Committee's
decisions; such co-opted Members are entitled
to remuneration from the Company for work carried
out as well as compensation for costs incurred,
as decided by the Committee; the Nomination
Committee will be constituted on the basis
of the known shareholding in the Company as
per 31 AUG 2008
14. Amend the Article 3 of the Articles of Association Mgmt For For
as specified
15.A Authorize the Board of Directors, for the period Mgmt For For
until the next AGM of shareholders, to decide
on acquisitions of ordinary shares in the Company
on a regulated market where the Company's ordinary
shares are listed or by means of an acquisition
offer directed to all holders of ordinary shares,
up to a number not exceeding the equivalent
of 10% of the total number of shares in the
Company; acquisitions shall be paid for primarily
with money from funds appropriated by a general
meeting; the aim of the acquisition of own
shares is to facilitate an adjustment of the
Company's capital structure to prevailing capital
requirements and to make it possible to use
own shares as payment in connection with acquisitions
of companies or businesses or in order to finance
acquisitions of Companies or businesses
15.B Authorize the Board of Directors, for the period Mgmt For For
until the next AGM of shareholders, to decide
on conveyance of ordinary shares in the Company
to be used as payment in connection with acquisitions
of Companies or businesses or in order to finance
acquisitions of Companies or businesses; conveyance
of ordinary shares may be made in another way
than on a regulated market up to the number
of ordinary shares in the Company that at any
time are held by the Company; conveyance of
ordinary shares in the Company shall be made
at an estimated market value and may be made
with deviation from the shareholders' preferential
rights; payment for conveyed ordinary shares
may be made in cash, by contribution in kind,
or by set-off of debt against the Company
16. Approve, in order to facilitate its securities Mgmt For For
business, up until the next AGM of shareholders,
may purchase own ordinary shares according
to Chapter 4, Section 6 of the Swedish Securities
Market Act [Lagen (2007:528] om vardepappersmarknaden];
however, with the limitation that such shares
must never exceed 1% of the total number of
shares in the Company; the price for acquired
ordinary shares shall equal the market price
prevailing at the time of the acquisition
17. Approve that the Nordea maintains remuneration Mgmt For For
levels and other conditions needed to recruit
and retain an Executive Officer with competence
and capacity to deliver according to Group
targets; a fixed salary is paid for fully satisfactory
performance; in addition variable salary can
be offered to reward performance meeting agreed,
specific targets; the variable salary shall
be general rule not exceed 35% of a fixed salary,
and is determined by to what extent predetermined
personal objectives are met and the level of
customer satisfaction, return on equity, income
growth or other financial targets are reached,
respectively; a Long Term Incentive Programme
is proposed to be introduced; the Programme
which is share- and performance-based, requires
an initial investment by the participants;
according to the Programme the remuneration
is proposed to be given in the form of a right
to acquire Nordea shares; if the Long Term
Incentive Programme is not approved the variable
salary may be increased and shall as a general
rule not exceed 50% of fixed salary; Non-monetary
benefits are given as a means to facilitate
Group Executive Management Members' in their
work performance and are determined by what
is considered fair in relation to general market
practice; pension conditions shall also be
adapted to conditions on the market in relation
to the situation in the country where the Member
of Group Executive Management permanently resides;
notice and severance pay in total shall not
exceed 24 months' of fixed salary, apart from
the new Chief Executive Officer who during
the first 2 years will have 6 months; pay the
above guidelines shall include the Managing
Director and the Executives reporting directly
to him also being Members of the Group Executive
Management; and the Board of Directors may
deviate from the guidelines, if there in a
certain case are special reasons for this
18.A Approve to decide on a Long Term Incentive Programme Mgmt For For
2008, basically based upon the below referred
conditions and principles: i) the duration
of the LTIP 2008 shall be 4 years with an initial
vesting period of 2 years and a measurement
period of performance conditions during the
FY's 2008 and 2009; the LTIP 2008 will target
up to 400 Managers and Key Employees identified
as essential to the future development of the
Nordea Group; ii) for each ordinary share the
participant invests and locks in to the LTIP
2008 the participant is granted a right, a
right, to acquire 1 ordinary share for an exercise
price of EUR 3.00 at a future date [a Matching
Share] and rights, B, C and D rights, to acquire
3 additional ordinary shares for an exercise
price per share of EUR 2.00, at a future date
conditional upon fulfillment of certain performance
conditions [Performance Shares]; under certain
circumstances participants may instead be offered
a cash-based settlement; iii) the A-D rights
to acquire Matching Shares and Performance
Shares shall be granted in connection with
the announcement of the interim report for
the first quarter 2008, with certain individual
exemptions; the exercise price for the acquisition
of Matching Shares and Performance Shares,
respectively, in accordance with the A-D rights
shall be adjusted for dividends during the
vesting and exercise period [until exercise],
the adjusted exercise price may however not
be lower than EUR 0.10; iv) the number of granted
A-D rights that finally can be exercised for
the acquisition of Matching Shares and Performance
Shares is conditional upon continued employment,
the holding of locked within LTIP2008 and,
for B-D Rights, on certain predetermined performance
conditions, such as increase in risk adjusted
profit per share and total shareholder return
compared to certain Nordic and European banks;
and v) authorize the Board to decide on detailed
terms and conditions of the LTIP 2008
18.B Approve, with reference to the specified background, Mgmt For For
to resolve on the conveyance of shares under
the LTIP 2008 and LTIP 2008 in accordance with
the specified principal terms and conditions
19.A PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr Against For
Approve that the Company, together with the
other 3 major Swedish banks, grants loans in
the total amount of 8,000,000,000 Swedish Kronor
for the implementation of a development plan
regarding Landskrona municipality; implementation
period: approximately 12 years; borrower: a
fund, foundation or limited liability Company
with the working name Landskrona Rekonstruktion
19.B PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr Against For
Approve to allocate 100,000,000 Swedish Kronor
of the 2007 result to a primarily business-funded
institute designated the Institute for integration
and growth in Landskrona; the institute shall
through research and field work among other
things work against segregation, xenophobia
and poverty
19.C PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr Against For
Approve to grant a loan in the amount of 100,000,000
Swedish Kronor to a legal entity in which Tommy
Jonasson has a decision-making influence and
whose operations, through the purchase of property,
comprise prevention/limitation of the segregation
process in westerm Skana
19.D PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr Against For
Approve to allocate 2,000,000 Swedish Kronor
of the 2007 result to be used for crime prevention
measures in Landskrona; the amount shall be
administered by and used according to instructions
from Messrs. Tommy Jonasson and Anneli Heiskanen
20. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr Against For
Authorize the Board of Directors to make it
possible for the Company to henceforth hold
the AGM alternately in the countries [capital
cities] where Nordea is the largest or the
second largest bank
- --------------------------------------------------------------------------------------------------------------------------
PEABODY ENERGY CORPORATION Agenda Number: 932840083
- --------------------------------------------------------------------------------------------------------------------------
Security: 704549104
Meeting Type: Annual
Meeting Date: 08-May-2008
Ticker: BTU
ISIN: US7045491047
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
SANDRA VAN TREASE Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM.
03 APPROVAL OF A PROPOSAL TO DECLASSIFY THE BOARD Mgmt For For
OF DIRECTORS.
04 APPROVAL OF THE 2008 MANAGEMENT ANNUAL INCENTIVE Mgmt For For
COMPENSATION PLAN.
- --------------------------------------------------------------------------------------------------------------------------
PIRELLI & C.SPA, MILANO Agenda Number: 701512320
- --------------------------------------------------------------------------------------------------------------------------
Security: T76434108
Meeting Type: EGM
Meeting Date: 28-Apr-2008
Ticker:
ISIN: IT0000072725
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No vote
REACH QUORUM, THERE WILL BE A SECOND CALL ON
29 APR 2008. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE
AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT
YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM
IS MET OR THE MEETING IS CANCELLED. THANK YOU.
PLEASE NOTE THAT POWERS BESTOWAL DIRECTORS WILL Non-Voting No vote
BE APPOINTED BY SLATE VOTING. THANK YOU.
PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting No vote
YOU.
O.1 Approve the financial statements as of 31 DEC Mgmt No vote
07; resolutions related thereto
O.2 Appoint the Board of Directors Members by stating Mgmt No vote
Members number, term of office and their annual
emolument
O.3 Appoint 1 permanent Internal Auditor Mgmt No vote
O.4 Authorize the External Auditors for auditing Mgmt No vote
activity related to 9 years term 2008-2016
O.5 Approve the proposal to buy own shares and dispose Mgmt No vote
of them; resolutions related thereto
E.1 Amend some Articles of the By Law, Article 7 Mgmt No vote
[meeting], 10 [Management of the Company] and
Article 16 [internal Auditors]; resolutions
related thereto
- --------------------------------------------------------------------------------------------------------------------------
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.
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SEMPRA ENERGY Agenda Number: 932866758
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Security: 816851109
Meeting Type: Annual
Meeting Date: 22-May-2008
Ticker: SRE
ISIN: US8168511090
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 ELECTION OF DIRECTOR: RICHARD A. COLLATO Mgmt For For
02 ELECTION OF DIRECTOR: WILFORD D. GODBOLD JR. Mgmt For For
03 ELECTION OF DIRECTOR: RICHARD G. NEWMAN Mgmt For For
04 ELECTION OF DIRECTOR: CARLOS RUIZ SACRISTAN Mgmt For For
05 ELECTION OF DIRECTOR: WILLIAM C. RUSNACK Mgmt For For
06 ELECTION OF DIRECTOR: WILLIAM P. RUTLEDGE Mgmt For For
07 ELECTION OF DIRECTOR: LYNN SCHENK Mgmt For For
08 ELECTION OF DIRECTOR: NEAL E. SCHMALE Mgmt For For
09 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM.
10 APPROVAL OF 2008 LONG TERM INCENTIVE PLAN. Mgmt For For
11 APPROVAL OF AMENDED AND RESTATED ARTICLES OF Mgmt For For
INCORPORATION.
12 SHAREHOLDER PROPOSAL ENTITLED "SHAREHOLDER SAY Shr For Against
ON PAY".
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SEVERN TRENT PLC, BIRMIMGHAM Agenda Number: 701311677
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Security: G8056D159
Meeting Type: AGM
Meeting Date: 24-Jul-2007
Ticker:
ISIN: GB00B1FH8J72
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the accounts and the reports of the Mgmt For For
Directors and the Auditors for the YE 31 MAR
2007
2. Declare a final dividend in respect of the YE Mgmt For For
31 MAR 2007 of 38.68 pence for each ordinary
share of 97 17/19 pence
3. Re-appoint Sir John Egan as a Director Mgmt For For
4. Re-appoint Mr. Tony Wray as a Director Mgmt For For
5. Re-appoint Deloitte & Touche LLP as the Auditors Mgmt For For
of the Company, until the conclusion of the
next general meeting at which accounts are
laid before the Company and approve to determine
their remuneration by the Directors
6. Approve the Director's remuneration report for Mgmt For For
the YE 31 MAR 2007
7. Authorize the Directors, in accordance with Mgmt For For
Section 80 of the Companies Act 1985 [the Act],
to allot relevant securities [Section 80(2)
of the Act] up to an aggregate nominal amount
of GBP 76,463,232; [Authority expires the earlier
of the AGM in 2008]; 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.8 Authorize the Directors, pursuant to Section Mgmt For For
95 of the Act, to allot equity securities [Section
94 of the Act] for cash pursuant to the authority
conferred by Resolution 7, disapplying the
statutory pre-emption rights [Section 89(1)
of the Act], provided that this power is limited
to the allotment of equity securities: i) in
connection with a rights issue, open offer
or other offers in favor of ordinary shareholders;
and ii) up to an aggregate nominal amount of
GBP 11,469,484; [Authority expires the earlier
of the conclusion of the AGM of the Company
in 2008]; and the Directors to allot equity
securities after the expiry of this authority
in pursuance of such an offer or agreement
made prior to such expiry
S.9 Authorize the Company, to make market purchases Mgmt For For
[Section 163(3) of the Act] of up to 23,432,281
ordinary shares of 97 17/19 pence each in the
capital of the Company, the Company may not
pay less than 97 17/19 pence for each ordinary
share and more than 5% over the average of
the middle market price of an ordinary share
based on the London Stock Exchange Daily Official
List, over the previous 5 business days; [Authority
expires the earlier of the conclusion of the
AGM of the Company in 2008]; the Company, before
the expiry, may make a contract to purchase
ordinary shares which will or may be executed
wholly or partly after such expiry
S.10 Approve and adopt the Articles of Association Mgmt For For
as specified, for the purpose of identification,
as the new Articles of Association of the Company
in substitution for, and to the exclusion of,
the existing Articles of Association, with
effect from the conclusion of the 2007 AGM
- --------------------------------------------------------------------------------------------------------------------------
SIEMENS A G Agenda Number: 701427785
- --------------------------------------------------------------------------------------------------------------------------
Security: D69671218
Meeting Type: AGM
Meeting Date: 24-Jan-2008
Ticker:
ISIN: DE0007236101
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
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.
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.
1. Receive Supervisory Board report, Corporate Non-Voting No vote
Governance report, remuneration report, and
compliance report for fiscal 2006/ 2007
2. Receive financial statements and statutory reports Non-Voting No vote
for fiscal 2006/2007
3. Approve allocation of income and dividends of Mgmt For For
EUR 1.60 per share
4.1 Postpone discharge of former Management Board Mgmt For For
Member Mr. Johannes Feldmayer
4.2 Approve discharge of former Management Board Mgmt Against Against
Member Mr. Klaus Kleinfeld (until June 30,
2007)
4.3 Approve discharge of Management Board Member Mgmt For For
Mr. Peter Loescher (as of July 1, 2007)
4.4 Approve discharge of Management Board Member Mgmt For For
Mr. Heinrich Hiesinger (as of June 1, 2007)
4.5 Approve discharge of Management Board Member Mgmt For For
Mr. Joe Kaeser for fiscal 2006/2007
4.6 Approve discharge of Management Board Member Mgmt Against Against
Mr. Rudi Lamprecht for fiscal 2006/2007
4.7 Approve discharge of Management Board Member Mgmt Against Against
Mr. Eduardo Montes for fiscal 2006/2007
4.8 Approve discharge of Management Board Member Mgmt For For
Mr. Juergen Radomski for fiscal 2006/2007
4.9 Approve discharge of Management Board Member Mgmt For For
Mr. Erich Reinhardt for fiscal 2006/2007
4.10 Approve discharge of Management Board Member Mgmt For For
Mr. Hermann Requardt for fiscal 2006/2007
4.11 Approve discharge of Management Board Member Mgmt Against Against
Mr. Uriel Sharef for fiscal 2006/2007
4.12 Approve discharge of Management Board Member Mgmt Against Against
Mr. Klaus Wucherer for fiscal 2006/2007
4.13 Approve discharge of Management Board Member Mgmt Against Against
Mr. Johannes Feldmayer (until September 30,
2007), if discharge should not be postponed
5.1 Approve discharge of former Supervisory Board Mgmt Against Against
Member Heinrich von Pierer (until April 25,
2007)
5.2 Approve discharge of Supervisory Board Member Mgmt For For
Mr. Gerhard Cromme for fiscal 2006/2007
5.3 Approve discharge of Supervisory Board Member Mgmt For For
Mr. Ralf Heckmann for fiscal 2006/2007
5.4 Approve discharge of Supervisory Board Member Mgmt For For
Mr. Josef Ackermann for fiscal 2006/2007
5.5 Approve discharge of Supervisory Board Member Mgmt For For
Mr. Lothar Adler for fiscal 2006/2007
5.6 Approve discharge of Supervisory Board Member Mgmt For For
Mr. Gerhard Bieletzki for fiscal 2006/2007
5.7 Approve discharge of Supervisory Board Member Mgmt For For
Mr. John Coombe for fiscal 2006 /2007
5.8 Approve discharge of Supervisory Board Member Mgmt For For
Mr. Hildegard Cornudet for fiscal 2006/2007
5.9 Approve discharge of Supervisory Board Member Mgmt For For
Mr. Birgit Grube for fiscal 2006/2007
5.10 Approve discharge of Supervisory Board Member Mgmt For For
Mr. Bettina Haller (as of April 1, 2007)
5.11 Approve discharge of Supervisory Board Member Mgmt For For
Mr. Heinz Hawreliuk for fiscal 2006/2007
5.12 Approve discharge of Supervisory Board Member Mgmt For For
Mr. Berthold Huber for fiscal 2006/2007
5.13 Approve discharge of Supervisory Board Member Mgmt For For
Mr. Walter Kroell for fiscal 2006 /2007
5.14 Approve discharge of Supervisory Board Member Mgmt For For
Mr. Michael Mirow (as of April 25, 2007)
5.15 Approve discharge of former Supervisory Board Mgmt For For
Member Mr. Wolfgang Mueller (until January
25, 2007)
5.16 Approve discharge of former Supervisory Board Mgmt For For
Member Mr. Georg Nassauer (until March 31,
2007)
5.17 Approve discharge of Supervisory Board Member Mgmt For For
Mr. Thomas Rackow for fiscal 2006/2007
5.18 Approve discharge of Supervisory Board Member Mgmt For For
Mr. Dieter Scheitor (as of January 25, 2007)
5.19 Approve discharge of Supervisory Board Member Mgmt For For
Mr. Albrecht Schmidt for fiscal 2006/2007
5.20 Approve discharge of Supervisory Board Member Mgmt For For
Mr. Henning Schulte-Noelle for fiscal 2006/
2007
5.21 Approve discharge of Supervisory Board Member Mgmt For For
Mr. Peter von Siemens for fiscal 2006/2007
5.22 Approve discharge of Supervisory Board Member Mgmt For For
Mr. Jerry Speyer for fiscal 2006/2007
5.23 Approve discharge of Supervisory Board Member Mgmt For For
Lord Iain Vallance of Tummel for fiscal 2006
/2007
6. Ratify KPMG Deutsche Treuhand-Gesellschaft AG Mgmt For For
as the Auditors for fiscal 2007/2008
7. Authorize Share Repurchase Program and reissuance Mgmt For For
or cancellation of Repurchased Shares
8. Authorize use of Financial Derivatives of up Mgmt For For
to 5% of Issued Share Capital when Repurchasing
Shares
9.1 Elect Josef Ackermann to the Supervisory Board Mgmt For For
9.2 Elect Jean-Louis Beffa to the Supervisory Board Mgmt For For
9.3 Elect Gerd von Brandenstein to the Supervisory Mgmt For For
Board
9.4 Elect Gerhard Cromme to the Supervisory Board Mgmt For For
9.5 Elect Michael Diekmann to the Supervisory Board Mgmt For For
9.6 Elect Hans Michael Gaul to the Supervisory Board Mgmt For For
9.7 Elect Peter Gruss to the Supervisory Board Mgmt For For
9.8 Elect Nicola Leibinger- Kammueller to the Supervisory Mgmt For For
Board
9.9 Elect Hakan Samuelsson to the Supervisory Board Mgmt For For
9.10 Elect Lord Iain Vallance of Tummel to the Supervisory Mgmt For For
Board
COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting No vote
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF
THE APPLICATION. IF YOU WISH TO ACT ON THESE
ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND
AND VOTE YOUR SHARES AT THE COMPANYS MEETING.
- --------------------------------------------------------------------------------------------------------------------------
SOUTHERN COPPER CORPORATION Agenda Number: 932898351
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Security: 84265V105
Meeting Type: Annual
Meeting Date: 28-May-2008
Ticker: PCU
ISIN: US84265V1052
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
G. LARREA MOTA-VELASCO Mgmt Withheld Against
OSCAR GONZALEZ ROCHA Mgmt Withheld Against
EMILIO CARRILLO GAMBOA Mgmt Withheld Against
ALFREDO CASAR PEREZ Mgmt Withheld Against
A. DE LA PARRA ZAVALA Mgmt Withheld Against
X.G. DE QUEVEDO TOPETE Mgmt Withheld Against
HAROLD S. HANDELSMAN Mgmt For For
G. LARREA MOTA-VELASCO Mgmt Withheld Against
D. MUNIZ QUINTANILLA Mgmt Withheld Against
ARMANDO ORTEGA GOMEZ Mgmt Withheld Against
L.M. PALOMINO BONILLA Mgmt For For
G.P. CIFUENTES Mgmt For For
JUAN REBOLLEDO GOUT Mgmt Withheld Against
CARLOS RUIZ SACRISTAN Mgmt For For
02 APPROVE AN AMENDMENT TO THE AMENDED AND RESTATED Mgmt Against Against
CERTIFICATE OF INCORPORATION, AS AMENDED, TO
INCREASE THE NUMBER OF SHARES OF COMMON STOCK
WHICH WE ARE AUTHORIZED TO ISSUE FROM 320,000,000
SHARES TO 2,000,000,000 SHARES.
03 RATIFY THE AUDIT COMMITTEE'S SELECTION OF PRICEWATERHOUSECOOPERSMgmt For For
S.C. AS INDEPENDENT ACCOUNTANTS FOR 2008.
- --------------------------------------------------------------------------------------------------------------------------
STATOILHYDRO ASA Agenda Number: 701292372
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Security: R8412T102
Meeting Type: EGM
Meeting Date: 05-Jul-2007
Ticker:
ISIN: NO0010096985
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 395540 DUE TO RECEIPT OF ADDITIONAL RESOLUTIONS.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING
WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
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
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
1. Opening of the general meeting by the Chair Mgmt No vote
of the Corporate Assembly
2. Approve the registration of shareholders in Mgmt No vote
attendance and authorization
3. Elect Ms. Anne Kathrine Slungard as the Chairman Mgmt For For
of the meeting
4. Elect a person to co-sign the minutes of the Mgmt For For
meeting together with the Chairman
5. Approve the invitation and the agenda Mgmt For For
6. Approve the merger between Statoil ASA and Nurse Mgmt No vote
Hydro ASA's petroleum activities, including
an account of the Plan for the Demerger of
Norsk Hydro ASA as a part of the meger Norsk
Hydro ASA as petroleum activities with Statoil
ASA entered into by the Board of Directors
of Norsk Hydro ASA and Statoil ASA on 12 and13
MAR 2007 [the Merger Plan]
7. Approve the Plan for the Demerger to Norsk Hydro Mgmt For For
ASA as a part of the merger of Norsk Hydro
ASA's petroleum activities with Statoil ASA
entered into by Board of Directors of Norsk
Hydro ASA and Statoil ASA on 12 and 13 MAR2007
respectively
8.1 Approve to increase the share capital shall Mgmt For For
by NOK 2,606,655,590 from NOK 5,364,962,167.50
to NOK 7,971,617,757.50 by issuing 1,042,662,236
shares, each with par value of NOK 2.50, in
connection with the demerger; the portion of
the contribution which is not treated as share
capital in accounts shall, in accordance with
the continuity principle, be treated in the
accounts so that the sum of the paid in equity
capital in the 2 Companies remains unchanged
after the merger; subscription of the shares
shall take place by way of the approval of
the Merger Plan by the general meeting of Norsk
Hydro ASA; payment for the shares shall take
place by the transfer of the assets, rights
and obligations from Norsk Hydro ASA according
to the Merger Plan when completion of the demerger
is registered with the Register of Business
Enterprises; the shareholders of Statoil ASA
waive the pre-emptive right to subscribe for
shares as the shares are issued to the shareholders
of Norsk Hydro ASA as demerger consideration;
shares will not be issued to Norsk Hydro ASA
for treasury shares owned by the Company; the
new shares shall entitle the holders to distribution
from the time they issued; the new shares shall
be registered in Statoil ASA register of shareholders
as soon as possible after the completion of
the demerger is register with the of the Register
of Business Enterprises and shall thereafter
entitle the holder to full shareholder rights
in Statoil ASA
8.2 Amend Articles 1, 2, 3, 4, 6, 7, 8, 9, 11 and Mgmt For For
12 of the Articles of Association as specified
PLEASE NOTE THAT THE BELOW MEMBERS ARE NOMINATED Non-Voting No vote
BY STATOIL ASA' S ELECTION COMMITTEE. THANK
YOU.
8.3.1 Elect Mr. Olaug Svarva as a Managing Director, Mgmt For For
the Norwegian National Insurance Fund
8.3.2 Elect Mr. Erlend Grimstad as an Executive Vice Mgmt For For
President, Umoe AS
8.3.3 Elect Mr. Greger Mannsverk as a Managing Director, Mgmt For For
Kimek AS
8.3.4 Elect Mr. Steinar Olsen as a Chairman of the Mgmt For For
Board of Directors, MI Norge AS
8.3.5 Elect Mr. Benedicte Berg Schilibred as a Working Mgmt For For
Chairman of the Board of Directors, Odd Berg
Gruppen
8.3.6 Elect Professor Ingvald Strommen at the Norwegian Mgmt For For
University of Science and Technology [NTNU]
8.3.7 Elect Mr. Inger Ostensjo as a Chief Offier, Mgmt For For
Stavanger Local Authority
8.3.8 Elect Oddbjorg Ausdal Starrfelt as a Senior Mgmt For For
Adviser, Mercuri Urval, [1st Deputy Member]
8.3.9 Elect Mr.Hege Sjo as a Manager, European Engagement, Mgmt For For
Hermes investment Management LTD. [3rd Deputy
Member]
PLEASE NOTE THAT THE BELOW MEMBERS ARE NOMINATED Non-Voting No vote
BY NORSK HYDRO ASA ELECTION COMMITTEE. THANK
YOU.
83.10 Elect Mr. Idar Kreutzer as a Chief Executive Mgmt For For
Officer, Storeboard [Deputy Leader]
83.11 Elect Mr. Rune Bjerke as a Chief Executive Officer, Mgmt For For
DNB NOR
83.12 Elect Mr. Gro Braekken as a Chief Executive Mgmt For For
Officer, Save The Children Norway
83.13 Elect Mr. Benedicte Schilbred Fasmer as a Director Mgmt For For
for capital markets, Sparebanken Vest
83.14 Elect Mr. Kare Rommetveit as a Director, University Mgmt For For
of Bergen
83.15 Elect Ms. Anne-Margrethe Firing as a Senior Mgmt For For
Vice President, Nordea Bank Norge, [ 2nd Deputy
Member]
83.16 Elect Mr. Shahzad Rana as the Chairman of Board, Mgmt For For
Quewtpoint, [4th Deputy Member]
8.4.1 Elect Mr. Olaug Svarva as a Managing Director, Mgmt For For
the Norwegian National Insurance Fund [Leader]
8.4.2 Elect Mr. Benedicte Schilbred Fasmer as a Director Mgmt For For
for capital market, Sperebanken Vest
8.4.3 Elect Mr. Tom Rathke as a Managing Director, Mgmt For For
Vital Forsikring and Chief Executive Officer,
DnB NDR
8.4.4 Elect Mr. Bjorn Stale Haavik as a Director General, Mgmt For For
Norwegian Ministry of Petroleum and Energy
9. Approve to reduce the Company's share capital Mgmt For For
by NOK 50,397,120 by canceling of 5,867,000
treasury shares and redemption of 14,291,848
shares held by the state represented by the
Norwegian Ministry of Petroleum and Energy
through the payment of NOK 2,441,889,894 to
the state represented by the Ministry of Petroleum
and Energy; the amount corresponds to the average
volume-weighted price of the Company's repurchase
of own shares in the market with the addition
of interest; the amount paid in excess of the
nominal share price shall be charged to the
premium fund and amend Article 3 of the Articles
of Association as specified
- --------------------------------------------------------------------------------------------------------------------------
STATOILHYDRO ASA Agenda Number: 701553807
- --------------------------------------------------------------------------------------------------------------------------
Security: R8412T102
Meeting Type: OGM
Meeting Date: 20-May-2008
Ticker:
ISIN: NO0010096985
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
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
PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting No vote
1. Opening of the general meeting by the Chair Mgmt Abstain Against
of the Corporate Assembly
2. Elect the Chair of the meeting Mgmt For For
3. Approve the notice and the agenda Mgmt For For
4. Approve the registration of attending shareholders Mgmt For For
and proxies
5. Elect a person to co-sign the minutes together Mgmt For For
with the Chair of the meeting
6. Approve the annual reports and accounts for Mgmt For For
Statoilhydro ASA and the Statoilhydro Group
for 2007, including the Board of Directors
and the distribution of the dividend of NOK
8.50 per share for 2007 of which the ordinary
dividend is NOK 4.20 per share and a special
dividend of NOK 4.30 per share
7. Approve to determine the remuneration for the Mgmt For For
Company's Auditor
8. Elect the Members to the Corporate Assembly Mgmt Against Against
9. Elect a Member to the Nomination Committee Mgmt For For
10. Approve to determine the remuneration for the Mgmt For For
Corporate Assembly
11. Approve to determine the remuneration for the Mgmt For For
Nomination Committee
12. Receive the statement on remuneration and other Mgmt For For
employment terms for Corporate Executive Committee
13. Grant authority to acquire Statoilhydro shares Mgmt Against Against
in the market in order to continue implementation
of the Share Saving Plan for employees
- --------------------------------------------------------------------------------------------------------------------------
SVENSKA HANDELSBANKEN AB, STOCKHOLM Agenda Number: 701500628
- --------------------------------------------------------------------------------------------------------------------------
Security: W90937181
Meeting Type: OGM
Meeting Date: 23-Apr-2008
Ticker:
ISIN: SE0000193120
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
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
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 Mgmt Abstain Against
2. Elect Mr. Sven Unger as the Chairman of the Mgmt For For
AGM
3. Approve the list of the voters Mgmt For For
4. Approve the agenda Mgmt For For
5. Elect the persons to countersign the minutes Mgmt For For
6. Approve to determine whether the meeting has Mgmt For For
been duly called
7. Receive the annual accounts and the Auditors' Mgmt Abstain Against
report, as well as the consolidated annual
accounts and the Auditor's report for the group,
for 2007; in connection with this: receive
the past year's work by the Board and its Committees;
a speech by the Group Chief Executive, and
any questions from shareholders to the Board
and Senior Management of the Bank; and the
audit work during 2007
8. Adopt the income statement and the balance sheet Mgmt For For
as well as the consolidated income statement
and consolidated balance sheet
9. Declare a dividend of SEK 13.50 per share, SEK Mgmt For For
5 of which being an extra dividend, and that
Monday, 28 APR be the record day for the receiving
of dividends; if the meeting resolves in accordance
with the resolution, VPC expects to distribute
the dividend on Friday, 02 May 2008
10. Grant discharge from liability for the Members Mgmt For For
of the Board and the Group Chief Executive
for the period referred to in the financial
reports
11. Authorize the Board of Directors, during the Mgmt For For
period until the AGM in 2009, to resolve on
the acquisition of a maximum of 20 million
Class A and/or shares and divestment of all
the Bank's own Class A and/or B shares with
the right to deviate from the shareholders'
preferential rights
12. Approve that the Bank, in order to facilitate Mgmt For For
its securities operations, shall have the right
to acquire its own class A and/or class B shares
for the Bank's trading book, during the period
until the AGM in 2009, pursuant to Chapter
7, Section 6 of the Swedish Securities Market
Act [2007:528], on condition that its own shares
in the trading book shall not at any time exceed
2% of all shares in the Bank; the aggregated
holding of own shares must at no time exceed
10% of the total number of shares in the Bank
13. Approve to reduce the share capital by SEK 22,218,000 Mgmt For For
through cancellation without repayment of 4,830,000
shares held by the Bank
14. Approve, by means of a bonus issue, to increase Mgmt For For
the Bank's share capital by SEK 31,173,473.10
by means of transfer of SEK 31,173,473.10 from
its unrestricted share capital without the
issuing of new shares
15. Approve the establishment of a convertible bond Mgmt For For
programme for the Group employees on the specified
terms
16. Approve that the Board comprise of an unchanged Mgmt For For
number [13] of Members
17. Appoint 2 registered Auditing Companies as the Mgmt For For
Auditors for the period until the end of the
AGM to be held in 2012
18. Approve to determine fees for the Board Members Mgmt For For
and the Auditors as follows: SEK 1,350,000
[1,200,000] to the Chairman, SEK 675,000 [600,000]
to each of the two Vice Chairmen, and SEK 450,000
[400,000] to each of the remaining Members;
for Committee work, SEK 250,000 [200,000] to
each Member of the Credit Committee, SEK 100,000
[75,000] to each Member of the Remuneration
Committee, SEK 175,000 [150,000] to the Chairman
of the Audit Committee, and SEK 125,000 [100,000]
to the remaining Members of the Audit Committee;
that the Members who are employees of the Bank
shall not receive a fee; and that the remuneration
to the Auditors is to be approved on account
19. Re-elect Messrs. Pirkko Alitalo, Jon Fredrik Mgmt Against Against
Baksaas, Ulrika Boethius, Par Boman, Tommy
Bylund, Goran Ennerfelt, Lars O. Gronstedt,
Sigrun Hjelmquist, Hans Larsson, Fredrik Lundberg,
Sverker Martin-Lof, Anders Nyren and Bente
Rathe as the Members of the Board and appoint
Mr. Lars O. Gronstedt as the Chairman of the
Board
20. Re-elect the registered Auditing Companies KPMG Mgmt For For
Bohlins AB and Ernst & Young AB; these Companies
have announce that, subject to the AGM adopting
the resolution, KPMG Bohlins shall appoint
Mr. Stefan Holmstrom [authorized public accountant]
as the Auditor-in-charge and Ernst & Young
AB will appoint Mr. Erik Astrom [authorized
public accountant] as the Auditor-in-charge
21. Approve that the guidelines for remuneration Mgmt For For
based on fixed salaries and pension benefits
approved by the 2007 AGM shall be applied for
the Senior Management
22. Amend Section 3 of the Articles of Association Mgmt For For
as specified
23. Approve the forms for appointing a Nomination Mgmt For For
Committee for the AGM in 2009 on terms which
are unchanged from the previous year
24. Appoint KPMG Bohlins AB as the Auditors in 3 Mgmt For For
foundations and their associated Management
25.1 PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: Shr Against For
approve the granting of loans to carry out
a development plan for the Municipality of
Landskrona
25.2 PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: Shr Against For
approve the allocation of SEK 100 million of
the Bank's profits for 2007 to an institute,
mainly funded by the private sector, named
"The institute for integration and growth in
Landskrona"
25.3 PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: Shr Against For
approve the granting of loans for activities
aimed at preventing/limiting the process of
segregation in western Scania [Skane] through
the purchase of real estate
25.4 PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: Shr Against For
approve the allcocation of SEK 2 million of
the Bank's profits for this year to be used
for work to prevent crime in Landskrona
26. Closing of the meeting Mgmt Abstain Against
- --------------------------------------------------------------------------------------------------------------------------
SVENSKA KULLAGERFABRIKEN SKF AB, GOTEBORG Agenda Number: 701492578
- --------------------------------------------------------------------------------------------------------------------------
Security: W84237143
Meeting Type: OGM
Meeting Date: 16-Apr-2008
Ticker:
ISIN: SE0000108227
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting No vote
PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE Non-Voting No vote
OPTION IN SWEDEN. THANK YOU.
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
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
1. Opening of the AGM Mgmt Abstain Against
2. Elect Mr. Anders Scharp as the Chairman of the Mgmt For For
AGM
3. Approve the voting list Mgmt For For
4. Approve the agenda Mgmt For For
5. Elect the persons to verify the minutes Mgmt For For
6. Approve whether the meeting has been duly convened Mgmt For For
7. Receive the annual report and the audit report Mgmt Abstain Against
as well as the consolidated accounts and audit
report for the Group
8. Address by the President Mgmt Abstain Against
9. Adopt the income statement, the balance sheet Mgmt For For
and the consolidated income statement and consolidated
balance sheet
10. Approve a dividend for the FY 2007 of SEK 5.00 Mgmt For For
per share and that the shareholders with holdings
recorded on 21 APR 2008 be entitled to receive
the dividend; subject to approval by the AGM
in accordance with this resolutions, it is
expected that VPC will distribute the dividend
on 24 APR 2008
11. Grant discharge of the Board Members and the Mgmt For For
President from liability
12. Approve to determine the number of Board Members Mgmt For For
at 10 without Deputy Members
13. Approve to determine the fees for the Board Mgmt For For
of Directors as follows: a firm allotment of
SEK 3,500,000, to be distributed with SEK 900,000
to the Chairman of the Board of Directors and
with SEK 325,000 to each of the other Board
Members elected by the AGM and not employed
by the Company; a variable allotment corresponding
to the value, calculated as below of 3,200
Company shares of series B to be received by
the Chairman and 1,200 shares of series B to
be received by each of the other Board Members;
and an allotment for committee work of SEK
675,000 to be divided with SEK 150,000 to the
Chairman of the Audit Committee, with SEK 100,000
to each of the other Members of the Audit Committee
and with SEK 75,000 to each of the Members
of the Remuneration Committee; a prerequisite
for obtaining an allotment is that the Board
Member is elected by the Annual General Meeting
and not employed by the Company
14. Re-elect Messers. Vito H. Baumgartner, Ulla Mgmt For For
Litzen, Clas Ake Hedstrom, Tom Johnstone, Winnie
Kin Wah Fok, Leif Ostling, Hans-Olov Olsson
and Lena Treschow Torell as the Board Members
and elect Mr. Peter Grafoner and Mr. Lars Wedenborn
as the new Members and elect Mr. Leif Ostling
as the Chairman of the Board of Directors
15. Approve that the Auditors be paid for the work Mgmt For For
performed as invoiced
16. Approve the specified principles for remuneration Mgmt For For
of SKF Group Management
17. Approve the introduction of a performance share Mgmt Against Against
programme for the Senior Managers and key employees
18.A Approve that the quota value of the share [the Mgmt For For
share capital divided by the number of shares]
be changed by way of a so called share split,
so that each share be divided into two shares
[of the same series] of which one is to be
named redemption share in the VPC system and
be redeemed in the manner described under Resolution
18.B; and the record day at VPC AB [the Swedish
Central Security Depository] for implementation
of the share split is set to 09 MAY 2008; after
the implementation of the share split, the
number of shares in the Company will increase
from 455,351,068 to 910,702,136, each share
with a quota value of SEK 1.25
18.B Approve to reduce the share capital of the Company Mgmt For For
for repayment to the shareholders by SEK 569,188,835
[the reduction amount] by way of redemption
of 455,351,068 shares, each share with a quota
value of SEK 1.25, whereby redemption of redemption
shares of series A and series B respectively
is to be in proportion to the number of shares
of each series by the time of the record day
for the redemption shares; the shares that
are to be redeemed are the shares which, after
implementation of the share split in accordance
with Resolution 18.A, are named redemption
shares in the VPC System, whereby the record
day for the right to receive redemption shares
according to Resolution 18.A is to be 09 MAY
2008
18.C Approve that the Company's share capital be Mgmt For For
increased by way of a bonus issue, by SEK 569,188,835
to SEK 1,138,377,670 by a transfer of SEK 569,188,835
from the non-restricted equity; no new shares
are to be issued in connection with the increase
of the share capital; and authorize the Company's
Chief Executive Officer to make the small adjustments
of the resolution pursuant to Resolutions 18A-C
that may be required in connection with the
registration of the resolutions by the Swedish
Companies Registration Office or VPC AB
19. Authorize the Board of Directors to, until the Mgmt For For
next AGM, to decide upon the repurchase of
the Company's own shares; the shares may be
repurchased by transactions on the OMX Nordic
Exchange Stockholm; repurchase may be decided
so that the Company's holding of own shares,
at any given time, amount to a maximum of 5
% of all shares issued by the Company; a repurchase
on the OMX Nordic Exchange Stockholm may only
be made within the band of prices applying
on the exchange, this band of prices pertains
to the range between the highest purchase price
and the lowest selling price; a repurchase
shall be made in accordance with the provisions
concerning the purchase of a Company's own
shares in the Listing Agreement with the OMX
Nordic Exchange Stockholm; the shares shall
be paid in cash and repurchase of shares may
be made on 1 or more occasions
20. Approve the resolution regarding the Nomination Mgmt For For
Committee
- --------------------------------------------------------------------------------------------------------------------------
TELENOR ASA, FORNEBU Agenda Number: 701553819
- --------------------------------------------------------------------------------------------------------------------------
Security: R21882106
Meeting Type: AGM
Meeting Date: 08-May-2008
Ticker:
ISIN: NO0010063308
- --------------------------------------------------------------------------------------------------------------------------
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
1. Approve the notice of the AGM Mgmt For For
2. Elect a representative to sign the minutes of Mgmt For For
the AGM together with the Chairman of the meeting
3. Approve the annual accounts and the annual report Mgmt For For
for the FY 2007 and a dividend of NOK 3.40
per share
4. Approve the remuneration to the Company's Auditor Mgmt For For
5. Receive the information on and vote on the Board's Mgmt For For
declaration regarding the determination of
salary and other remuneration to the Senior
Management, pursuant to Section 6-16A in the
Act relating to public limited companies
6. Approve the reduction of the share capital by Mgmt For For
cancellation of own shares as well as redemption
of shares owned by the Kingdom of Norway through
the Ministry of Trade and Industry and reduction
of share premium reserve
7. Approve the reduction of share premium reserve Mgmt For For
through transfer to other equity
8. Authorize the Board to acquire own shares Mgmt For For
9. Elect one new Member to the Election Committee Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
THE BANK OF NOVA SCOTIA Agenda Number: 932808453
- --------------------------------------------------------------------------------------------------------------------------
Security: 064149107
Meeting Type: Annual
Meeting Date: 04-Mar-2008
Ticker: BNS
ISIN: CA0641491075
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RONALD A. BRENNEMAN Mgmt For For
C.J. CHEN Mgmt For For
N. ASHLEIGH EVERETT Mgmt For For
JOHN C. KERR Mgmt For For
HON. MICHAEL J.L. KIRBY Mgmt For For
LAURENT LEMAIRE Mgmt For For
JOHN T. MAYBERRY Mgmt For For
ELIZABETH PARR-JOHNSTON Mgmt For For
A.E. ROVZAR DE LA TORRE Mgmt For For
ARTHUR R.A. SCACE Mgmt For For
ALLAN C. SHAW Mgmt For For
PAUL D. SOBEY Mgmt For For
BARBARA S. THOMAS Mgmt For For
RICHARD E. WAUGH Mgmt For For
02 APPOINTMENT OF KPMG LLP AS AUDITORS Mgmt For For
03 SHAREHOLDER PROPOSAL 1 Shr For Against
04 SHAREHOLDER PROPOSAL 2 Shr Against For
05 SHAREHOLDER PROPOSAL 3 Shr Against For
06 SHAREHOLDER PROPOSAL 4 Shr Against For
07 SHAREHOLDER PROPOSAL 5 Shr Against For
08 SHAREHOLDER PROPOSAL 6 Shr Against For
09 SHAREHOLDER PROPOSAL 7 Shr Against For
10 SHAREHOLDER PROPOSAL 8 Shr Against For
11 SHAREHOLDER PROPOSAL 9 Shr Against For
12 SHAREHOLDER PROPOSAL 10 Shr Against For
13 SHAREHOLDER PROPOSAL 11 Shr Against For
14 SHAREHOLDER PROPOSAL 12 Shr Against For
15 SHAREHOLDER PROPOSAL 13 Shr Against For
16 SHAREHOLDER PROPOSAL 14 Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
THE GOLDMAN SACHS GROUP, INC. Agenda Number: 932820358
- --------------------------------------------------------------------------------------------------------------------------
Security: 38141G104
Meeting Type: Annual
Meeting Date: 10-Apr-2008
Ticker: GS
ISIN: US38141G1040
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF LLOYD C. BLANKFEIN TO THE BOARD Mgmt For For
OF DIRECTORS
1B ELECTION OF JOHN H. BRYAN TO THE BOARD OF DIRECTORS Mgmt For For
1C ELECTION OF GARY D. COHN TO THE BOARD OF DIRECTORS Mgmt For For
1D ELECTION OF CLAES DAHLBACK TO THE BOARD OF DIRECTORS Mgmt For For
1E ELECTION OF STEPHEN FRIEDMAN TO THE BOARD OF Mgmt For For
DIRECTORS
1F ELECTION OF WILLIAM W. GEORGE TO THE BOARD OF Mgmt For For
DIRECTORS
1G ELECTION OF RAJAT K. GUPTA TO THE BOARD OF DIRECTORS Mgmt For For
1H ELECTION OF JAMES A. JOHNSON TO THE BOARD OF Mgmt For For
DIRECTORS
1I ELECTION OF LOIS D. JULIBER TO THE BOARD OF Mgmt For For
DIRECTORS
1J ELECTION OF EDWARD M. LIDDY TO THE BOARD OF Mgmt For For
DIRECTORS
1K ELECTION OF RUTH J. SIMMONS TO THE BOARD OF Mgmt For For
DIRECTORS
1L ELECTION OF JON WINKELRIED TO THE BOARD OF DIRECTORS Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS OUR INDEPENDENT AUDITORS FOR OUR 2008
FISCAL YEAR
03 SHAREHOLDER PROPOSAL REGARDING STOCK OPTIONS Shr Against For
04 SHAREHOLDER PROPOSAL REGARDING AN ADVISORY VOTE Shr For Against
ON EXECUTIVE COMPENSATION
05 SHAREHOLDER PROPOSAL REQUESTING A SUSTAINABILITY Shr Against For
REPORT
- --------------------------------------------------------------------------------------------------------------------------
THE STANLEY WORKS Agenda Number: 932840196
- --------------------------------------------------------------------------------------------------------------------------
Security: 854616109
Meeting Type: Annual
Meeting Date: 23-Apr-2008
Ticker: SWK
ISIN: US8546161097
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CARLOS M. CARDOSO Mgmt For For
ROBERT B. COUTTS Mgmt For For
MARIANNE MILLER PARRS Mgmt For For
02 TO APPROVE ERNST & YOUNG LLP AS INDEPENDENT Mgmt For For
AUDITORS FOR THE YEAR 2008.
03 TO VOTE ON A SHAREHOLDER PROPOSAL URGING THE Shr For Against
BOARD OF DIRECTORS TO TAKE THE NECESSARY STEPS
TO REQUIRE THAT ALL MEMBERS OF THE BOARD OF
DIRECTORS BE ELECTED ANNUALLY.
- --------------------------------------------------------------------------------------------------------------------------
THYSSENKRUPP AG, DUISBURG/ESSEN Agenda Number: 701428256
- --------------------------------------------------------------------------------------------------------------------------
Security: D8398Q119
Meeting Type: AGM
Meeting Date: 18-Jan-2008
Ticker:
ISIN: DE0007500001
- --------------------------------------------------------------------------------------------------------------------------
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 28 DEC 2007, WHEREAS THE MEETING
HAS BEEN SETUP USING THE ACTUAL RECORD DATE
- 1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT
ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH
THE GERMAN LAW. THANK YOU.
1. Presentation of the adopted financial statements Non-Voting No vote
of ThyssenKrupp AG and the consolidated financial
statements for the period ended 30 SEP 2007,
the Management report on ThyssenKrupp AG and
the Group for the 2006/2007 FY and the report
by the Supervisory Board
2. Resolution on the appropriation of the distributable Mgmt For For
profit of EUR 668,835,757.20 as follows: payment
of a dividend of EUR 1.30 per eligible share
EUR 635,393,969.60 shall be allocated to the
other revenue reserves EUR 33,441,787.60 shall
be carried forward, ex-dividend and payable
date 21 JAN 2008
3. Resolution on the ratification of the acts of Mgmt For For
the Members of the Executive Board
4. Resolution on the ratification of the acts of Mgmt For For
the Members of the Supervisory Board
5. Elect KPMG Deutsche Treuhand-Gesellschaft AktiengesellschaftMgmt For For
Wirtschaftsprufungsgesellschaft, Berlin as
the Auditors for the annual financial statements
and for the Auditors' review of interim financial
reports for the 2007/2008 FY
6. Resolution on new authorization to purchase Mgmt For For
and use Treasury Stock pursuant to Article
71 paragraph 1 No.8 Stock Corporation Act[AKTG]
and on the exclusion of subscription rights
7. Amend Article 14 of the Articles of Association Mgmt For For
[Supervisory Board Compensation]
- --------------------------------------------------------------------------------------------------------------------------
UNICREDIT S.P.A., GENOVA Agenda Number: 701279855
- --------------------------------------------------------------------------------------------------------------------------
Security: T95132105
Meeting Type: MIX
Meeting Date: 28-Jul-2007
Ticker:
ISIN: IT0000064854
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No Action
REACH QUORUM, THERE WILL BE A SECOND CALL ON
29 JUL 2007 AT 18:30 [AND A THIRD CALL ON 30
JUL 2007] AT 10:00. CONSEQUENTLY, YOUR VOTING
INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS
UNLESS THE AGENDA IS AMENDED. PLEASE BE ALSO
ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL
THE QUORUM IS MET OR THE MEETING IS CANCELLED.
THANK YOU.
O.1 Appoint 1 Director Mgmt No Action
E.1 Approve the merger project for incorporation Mgmt No Action
of Capitalia SPA into Unicredit SPA as per
Article 2501, Civil Code and consequent amendments
to the By-Laws
E.2 Grant authority to dispose of some own shares Mgmt No Action
in favor of No. 425.000 rights of purchase
to be assigned to the Directors, not belonging
to capitalia , replacing some rights not yet
allotted previously and amending the resolutions
approved by the shareholders meeting of 16
DEC 2006
E.3 Amend the Articles 27, 28 and 32 of the By-Laws Mgmt No Action
- --------------------------------------------------------------------------------------------------------------------------
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 No vote
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 No vote
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 No vote
O.3 Approve the Long Term Incentive Plan 2008 for Mgmt No vote
the Top Management of the Group Unicredit
O.4 Approve the Shareholding Plan for all Unicredit Mgmt No vote
Group Employees
O.5 Appoint the Directors Mgmt No vote
O.6 Approve the determine the emoluments to the Mgmt No vote
Member of the Board of Directors
O.7 Amend the Articles 1, 2, 8, 9, 18, 19 and 20 Mgmt No vote
of Unicredit Group Meeting regulations
O.8 Approve the emoluments for saving the shareholders Mgmt No vote
common representative
O.9 Authorize the current activites as per the Article Mgmt No vote
2390 of the civil code
E.1 Authorize the Board of Directors, in compliance Mgmt No vote
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 No vote
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 No vote
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
- --------------------------------------------------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC. Agenda Number: 932832517
- --------------------------------------------------------------------------------------------------------------------------
Security: 92343V104
Meeting Type: Annual
Meeting Date: 01-May-2008
Ticker: VZ
ISIN: US92343V1044
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: RICHARD L. CARRION Mgmt For For
1B ELECTION OF DIRECTOR: M. FRANCES KEETH Mgmt For For
1C ELECTION OF DIRECTOR: ROBERT W. LANE Mgmt For For
1D ELECTION OF DIRECTOR: SANDRA O. MOOSE Mgmt For For
1E ELECTION OF DIRECTOR: JOSEPH NEUBAUER Mgmt For For
1F ELECTION OF DIRECTOR: DONALD T. NICOLAISEN Mgmt For For
1G ELECTION OF DIRECTOR: THOMAS H. O'BRIEN Mgmt For For
1H ELECTION OF DIRECTOR: CLARENCE OTIS, JR. Mgmt For For
1I ELECTION OF DIRECTOR: HUGH B. PRICE Mgmt For For
1J ELECTION OF DIRECTOR: IVAN G. SEIDENBERG Mgmt For For
1K ELECTION OF DIRECTOR: JOHN W. SNOW Mgmt For For
1L ELECTION OF DIRECTOR: JOHN R. STAFFORD Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM
03 ELIMINATE STOCK OPTIONS Shr Against For
04 GENDER IDENTITY NONDISCRIMINATION POLICY Shr Against For
05 SEPARATE OFFICES OF CHAIRMAN AND CEO Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
VF CORPORATION Agenda Number: 932826134
- --------------------------------------------------------------------------------------------------------------------------
Security: 918204108
Meeting Type: Annual
Meeting Date: 22-Apr-2008
Ticker: VFC
ISIN: US9182041080
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MACKEY J. MCDONALD Mgmt For For
BARBARA S. FEIGIN Mgmt For For
JUAN ERNESTO DE BEDOUT Mgmt For For
URSULA O. FAIRBAIRN Mgmt For For
ERIC C. WISEMAN Mgmt For For
02 RE-APPROVE CERTAIN MATERIAL TERMS OF VF'S AMENDED Mgmt For For
AND RESTATED EXECUTIVE INCENTIVE COMPENSATION
PLAN.
03 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING JANUARY 3,
2009.
- --------------------------------------------------------------------------------------------------------------------------
VOLVO AKTIEBOLAGET Agenda Number: 701477502
- --------------------------------------------------------------------------------------------------------------------------
Security: 928856301
Meeting Type: OGM
Meeting Date: 09-Apr-2008
Ticker:
ISIN: SE0000115446
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AGM. THANK YOU. Non-Voting No vote
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
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
PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE Non-Voting No vote
OPTION IN SWEDEN. THANK YOU.
1. Opening of the meeting Mgmt Abstain Against
2. Elect Mr. Sven Unger, Lawyer as the Chairman Mgmt For For
of the meeting
3. Approve the verification of the voting list Mgmt For For
4. Approve the agenda Mgmt For For
5. Elect the minutes-checkers and vote controllers Mgmt For For
6. Approve to determine whether the meeting has Mgmt For For
been duly convened
7. Receive the work of the Board and the Board Mgmt Abstain Against
Committees
8. Receive the annual report and the Auditors' Mgmt Abstain Against
report as well as the consolidated accounts
and the Auditors' report on the consolidated
accounts; in connection therewith, the President's
account of the operations
9. Adopt the income statement and balance sheet Mgmt For For
and the consolidated income statement and consolidated
balance sheet
10. Approve to pay a dividend of SEK 5.50 per share Mgmt For For
in cash; 14 APR 2008 as the record date to
receive the cash dividend; payment of the cash
dividend is expected to occur through VPC AB
[Swedish Central Security Deposity] on 17 APR
2008
11. Grant discharge to the Members of the Board Mgmt For For
and the President from liability
12. Approve to determine the number of Members and Mgmt For For
Deputy Members of the Board of Directors to
be elected by the meeting
13. Approve the remuneration to be paid to the Board Mgmt For For
of Directors
14. Elect the Board of Directors Mgmt Against Against
15. Elect the Chairman of the Board, Mr. Finn Johnsson, Mgmt For For
Mr. Carl-Olof By, representing AB Industrivarden,
Mr. Lars Forberg, representing Violet Partners
LP, Mr. Anders Oscarsson, representing SEB
Fonder/Messrs. Trygg Forsakring and Thierry
Moulonguet, representing Renault s.a.s., as
the Members of the Election Committee and no
fees shall be paid to the Members of the Election
Committee
16. Adopt the specified remuneration policy for Mgmt For For
the Senior Executives
17.A Approve a share-based incentive program 2008/2009 Mgmt Against Against
for the Senior Executives
17.B Approve the transfer of repurchased shares in Mgmt Against Against
the Company to the participants in the program
- --------------------------------------------------------------------------------------------------------------------------
WH SMITH PLC, SWINDON WILTSHIRE Agenda Number: 701456089
- --------------------------------------------------------------------------------------------------------------------------
Security: G8927V131
Meeting Type: EGM
Meeting Date: 20-Feb-2008
Ticker:
ISIN: GB00B17WCM17
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve, subject to and conditional upon admission Mgmt For For
of the New Ordinary Shares [as specified below]
to the Official List maintained by the Financial
Services Authority and to trading on the London
Stock Exchange's main market for listed securities
becoming effective: all the ordinary shares
of 20 pence each in the capital of the Company
which at the close of business on 21 FEB 2008
[or such other time and date as the Directors
of the Company may determine] are shown in
the books of the Company as authorized, whether
issued or un issued, shall be sub-divided into
new ordinary shares of 20/67 pence each in
the capital of the Company [the Intermediate
Shares]; all intermediate shares that are un
issued shall be consolidated into new ordinary
shares of 22 6/67 pence each in the capital
of the Company [the Unissued New Ordinary Shares],
provided that, where such consolidation would
otherwise result in fraction of an Unissued
New Ordinary Shares, that number of Intermediate
Shares which would otherwise constitute such
fraction shall be cancelled pursuant to Section
121(2)(e) of the Company Act 1985; and all
intermediate shares that are in issue shall
be consolidated into new ordinary shares of
22 6/67 pence each in the capital of the Company
[the New Ordinary Shares], provided that, where
such consolidation results in any Member being
entitled to fraction of New Ordinary Share,
such fraction shall, so far as possible, be
aggregated with the fractions of New Ordinary
Share to which other members of the Company
may be entitled and authorize the Directors
of the Company to sell [or appoint any other
person to sell to any person], on behalf of
the relevant Members, all the New Ordinary
Shares representing such fractions at the best
price reasonably obtainable to any person,
and to distribute the proceeds of sale [net
of expenses] in due proportion among the relevant
Members entitled thereto [save that any fraction
of penny which would otherwise be payable shall
be rounded up or down in accordance with the
usual practice of the registrar of the Company]
and authorize any Director of the Company [or
any person appointed by the Directors of the
Company] to execute an instrument of transfer
in respect of such shares on behalf of the
relevant Members and to do all acts and things
the Directors consider necessary or expedient
to effect the transfer of such shares to, or
in accordance with the Directors of, any buyer
of any such shares
S.2 Authorize the Company, subject to and condition Mgmt For For
upon Resolution 1 being passed and for the
purpose of Section 166 of the Companies Act
1985, to make market purchases [Section 163(3)
of the Companies Act 1985] of New Ordinary
Shares [as specified in Resolution 1] up to
23,189,101 new ordinary shares, at the nominal
values of such share and up to 105% of the
average of the closing price for a new ordinary
share as derived from the London Stock Exchange
Daily Official List, over the previous 5 business
days on which that share is contracted to be
purchased or the higher of the price of the
last independent trade and the higher current
bid as stipulated by Article 5(1) of Commission
Regulation (EC) 22 DEC 2003 implementing the
Market Abuse Directive as regards exemptions
for buyback programmes and stabilisation of
financial instruments [No.2273\2003]; [Authority
expires the earlier of the conclusion of the
next AGM of the Company or 20 MAY 2009]; 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
- --------------------------------------------------------------------------------------------------------------------------
WINDSTREAM CORPORATION Agenda Number: 932843647
- --------------------------------------------------------------------------------------------------------------------------
Security: 97381W104
Meeting Type: Annual
Meeting Date: 08-May-2008
Ticker: WIN
ISIN: US97381W1045
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CAROL B. ARMITAGE Mgmt For For
SAMUEL E. BEALL, III Mgmt For For
DENNIS E. FOSTER Mgmt For For
FRANCIS X. FRANTZ Mgmt For For
JEFFERY R. GARDNER Mgmt For For
JEFFREY T. HINSON Mgmt For For
JUDY K. JONES Mgmt For For
WILLIAM A. MONTGOMERY Mgmt For For
FRANK E. REED Mgmt For For
02 RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS WINDSTREAM'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS FOR 2008
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Shr For Against
- --------------------------------------------------------------------------------------------------------------------------
WORTHINGTON INDUSTRIES, INC. Agenda Number: 932761984
- --------------------------------------------------------------------------------------------------------------------------
Security: 981811102
Meeting Type: Annual
Meeting Date: 26-Sep-2007
Ticker: WOR
ISIN: US9818111026
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN R. KASICH Mgmt For For
JOHN P. MCCONNELL Mgmt For For
MARY SCHIAVO Mgmt For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
OF THE COMPANY FOR THE FISCAL YEAR ENDING MAY
31, 2008
03 TO ADOPT A SHAREHOLDER PROPOSAL, IF PROPERLY Shr Against For
PRESENTED AT THE ANNUAL MEETING
- --------------------------------------------------------------------------------------------------------------------------
ZURICH FINANCIAL SERVICES, ZUERICH Agenda Number: 701438586
- --------------------------------------------------------------------------------------------------------------------------
Security: H9870Y105
Meeting Type: AGM
Meeting Date: 03-Apr-2008
Ticker:
ISIN: CH0011075394
- --------------------------------------------------------------------------------------------------------------------------
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 No vote
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 ACTUAL RECORD DTAE. 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.
- --------------------------------------------------------------------------------------------------------------------------
ZURICH FINANCIAL SERVICES, ZUERICH Agenda Number: 701478960
- --------------------------------------------------------------------------------------------------------------------------
Security: H9870Y105
Meeting Type: AGM
Meeting Date: 03-Apr-2008
Ticker:
ISIN: CH0011075394
- --------------------------------------------------------------------------------------------------------------------------
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.
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No vote
MEETING NOTICE SENT UNDER MEETING 437454 INCLUDING
THE AGENDA. TO VOTE IN THE UPCOMING MEETING,
YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL
BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU.
1. Receive the annual report including remuneration Mgmt No vote
report, the annual financial statements and
consolidated financial statements for 2007
2. Approve the appropriation of the available earnings Mgmt No vote
of Zurich Financial Services for 2007
3. Approve to release the Members of the Board Mgmt No vote
of Directors and the Group Executive Committee
4. Approve the share capital reduction and amend Mgmt No vote
the Article 5 of the Articles of Incorporation
5. Approve to extend the authorized share capital Mgmt No vote
and amend the Article 5 BIS Paragraph 1 of
the Articles of Incorporation
6. Approve the editorial change to the Articles Mgmt No vote
of Incorporation [Articles 10 and 25]
7.1.1 Elect Ms. Susan Bies as a Director Mgmt No vote
7.1.2 Elect Mr. Victor Chu as a Director Mgmt No vote
7.1.3 Re-elect Mr. Manfred Gentz as a Director Mgmt No vote
7.1.4 Re-elect Mr. Fred Kindle as a Director Mgmt No vote
7.1.5 Re-elect Mr. Tom De Swaan as a Director Mgmt No vote
7.2 Ratify PricewaterhouseCoopers AG as the Auditors Mgmt No vote
7.3 Ratify OBT AG as Special Auditors Mgmt No vote
* Management position unknown
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) Eaton Vance Tax-Advantaged Dividend Income Fund
By (Signature) /s/ Thomas E. Faust Jr.
Name Thomas E. Faust Jr.
Title President
Date 08/26/2008