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: 811-4015
NAME OF REGISTRANT: Eaton Vance Mutual Funds
Trust
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: Two International Place
Boston, MA 02110
NAME AND ADDRESS OF AGENT FOR SERVICE: Maureen A. Gemma, Esq.
Two International Place
Boston, MA 02110
REGISTRANT'S TELEPHONE NUMBER: (617) 482-8260
DATE OF FISCAL YEAR END: 12/31
DATE OF REPORTING PERIOD: 07/01/2009 - 06/30/2010
Eaton Vance Mutual Funds Trust
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number N/A
Eaton Vance Global Macro Absolute Return Fund (formerly Eaton Vance Global
Macro Fund), a series of Eaton Vance Mutual Funds Trust (Exact name of
registrant as specified in charter)
Two International Place, Boston, Massachusetts, 02110
(Address of principal executive offices) (Zip code)
Maureen A. Gemma, Esq.
Two International Place, Boston, Massachusetts, 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 482-8260
Date of fiscal year end: 10/31
Date of reporting period: 07/01/09-06/30/10
Eaton Vance Global Macro Absolute Return Fund (the "Fund") is a fund of funds that
invests in shares of Global Macro Portfolio (the "Portfolio"), a master fund
registered under the Investment Company Act of 1940. The proxy voting record of the
Global Macro Portfolio was filed on August 27, 2010 and can be found on the Securities
and Exchange Commission's website (www.sec.gov). The Global Macro Portfolio's CIK number
is 918706 and its file number is 811-8342.
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number N/A
Eaton Vance Government Obligations Fund, a series of Eaton
Vance Mutual Funds Trust (Exact name of registrant as specified in charter)
Two International Place, Boston, Massachusetts, 02110
(Address of principal executive offices) (Zip code)
Maureen A. Gemma, Esq.
Two International Place, Boston, Massachusetts, 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 482-8260
Date of fiscal year end: 10/31
Date of reporting period: 07/01/09-06/30/10
Eaton Vance Government Obligations Fund (the "Fund") is a feeder fund that invests exclusively in shares
of Government Obligations Portfolio (the "Portfolio"), a master fund registered under the Investment
Company Act of 1940. The proxy voting record of the Portfolio was filed on August 27, 2010 and can
be found on the Securities and Exchange Commission's website (www.sec.gov). The Portfolio's CIK number
is 912747 and its file number is 811-8012.
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number N/A
Eaton Vance High Income Opportunities Fund, a series of Eaton
Vance Mutual Funds Trust (Exact name of registrant as specified in charter)
Two International Place, Boston, Massachusetts, 02110
(Address of principal executive offices) (Zip code)
Maureen A. Gemma, Esq.
Two International Place, Boston, Massachusetts, 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 482-8260
Date of fiscal year end: 10/31
Date of reporting period: 07/01/09-06/30/10
Eaton Vance High Income Opportunities Fund (the "Fund") is a feeder fund that invests exclusively in
shares of High Income Opportunities Portfolio (the "Portfolio"), a
master fund registered under the Investment Company Act of 1940. The proxy voting record of the Portfolio
was filed on August 27, 2010 and can be found on the Securities and Exchange Commission's website (www.sec.gov).
The Portfolio's CIK number is 921370 and its file number is 811-8464.
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number N/A
Eaton Vance Low Duration Fund, a series of Eaton Vance Mutual Funds Trust
(Exact name of registrant as specified in charter)
Two International Place, Boston, Massachusetts, 02110
(Address of principal executive offices) (Zip code)
Maureen A. Gemma, Esq.
Two International Place, Boston, Massachusetts, 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 482-8260
Date of fiscal year end: 10/31
Date of reporting period: 07/01/09-06/30/10
Eaton Vance Low Duration Fund (the "Fund") is a fund of funds that invests exclusively in shares of Investment
Portfolio, Floating Rate Portfolio, Government Obligations Portfolio, Multi-Sector Portfolio and Multi-Sector
Option Strategy Portfolio each a master fund registered under the Investment Company Act of 1940. The proxy
voting record of the Investment Portfolio was filed on August 27, 2010 and can be found on the Securities and
Exchange Commission's website (www.sec.gov). The Investment Portfolio's CIK number is 175711 and its file number
is 811-21132. The proxy voting record of the Floating Rate Portfolio was filed on August 27, 2010 and can be
found on the Securities and Exchange Commission's website (www.sec.gov). The Floating Rate Portfolio's CIK
number is 116914 and its file number is 811-09987. The proxy voting record of the Government Obligations
Portfolio was filed on August 27, 2010 and can be found on the Securities and Exchange Commission's
website (www.sec.gov). The Government Obligations Portfolio's CIK number is 912747 and its file number
is 811-8012. The proxy voting record of the Multi-Sector Portfolio was filed on August 27, 2010 and
can be found on the Securities and Exchange Commission's website (www.sec.gov). The Multi-Sector Portfolio's
CIK number is 0001463184 and its file number is 811-22295. The proxy voting record of the Multi-Sector Option
Strategy Portfolio was filed on August 27, 2010 and can be found on the Securities and Exchange Commission's website
(www.sec.gov). The Multi-Sector Option Strategy Portfolio's CIK number is 0001493396 and its file number is 811-22427.
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number N/A
Eaton Vance AMT-Free Municipal Income Fund, a series of Eaton Vance Mutual Funds Trust
(Exact name of registrant as specified in charter)
Two International Place, Boston, Massachusetts, 02110
(Address of principal executive offices) (Zip code)
Maureen A. Gemma, Esq.
Two International Place, Boston, Massachusetts, 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 482-8260
Date of fiscal year end: 12/31
Date of reporting period: 07/01/09-06/30/10
Eaton Vance AMT-Free Municipal Income Fund
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During the period, the Fund held no securities which required a proxy vote.
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number N/A
Eaton Vance Strategic Income Fund, a series of Eaton Vance Mutual Funds Trust
(Exact name of registrant as specified in charter)
Two International Place, Boston, Massachusetts, 02110
(Address of principal executive offices) (Zip code)
Maureen A. Gemma, Esq.
Two International Place, Boston, Massachusetts, 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 482-8260
Date of fiscal year end: 10/31
Date of reporting period: 7/1/09-6/30/10
Eaton Vance Strategic Income Fund (the "Fund") is a fund of funds that invests in shares of Boston Income
Portfolio, Build America Bond Portfolio, Emerging Markets Local Income Portfolio, Floating Rate Portfolio,
Global Macro Portfolio, Global Opportunities Portfolio, High Income Opportunities Portfolio, International
Income Portfolio, Investment Portfolio, Investment Grade Income Portfolio, Multi-Sector Portfolio and Multi-Sector
Option Strategy Portfolio each a master fund registered under the Investment Company Act of 1940. The proxy voting
record of the Boston Income Portfolio was filed on August 27, 2010 and can be found on the Securities and Exchange
Commission's website (www.sec.gov).
The Boston Income Portfolio's CIK number is 140882 and its file number is 811-10391. The proxy voting record of
the Build America Bond Portfolio was filed on August 27, 2010 and can be found on the Securities and Exchange
Commission's website (www.sec.gov). The Build America Bond Portfolio's CIK number is 0001475413 and its file
number is 811-22351. The proxy voting record of the Emerging Markets Local Income Portfolio was filed on
August 27, 2010 and can be found on the Securities and Exchange Commission's website (www.sec.gov).
The Emerging Markets Local Income Portfolio's CIK number is 1394395 and its file number is 811-22048.
The proxy voting record of the Floating Rate Portfolio was filed on August 27, 2010 and can be found on
the Securities and Exchange Commission's website (www.sec.gov). The Floating Rate Portfolio's CIK number
is 116914 and its file number is 811-09987. The proxy voting record of the Global Macro Portfolio was
filed on August 27, 2010 and can be found on the Securities and Exchange Commission's website (www.sec.gov).
The Global Macro Portfolio's CIK number is 918706 and its file number is 811-8342. The proxy voting record of
the Global Opportunities Portfolio was filed on August 27, 2010 and can be found on the Securities and
Exchange Commission's website (www.sec.gov). The Global Opportunities Portfolio's CIK number is 0001475712
and its file number is 811-22350. The proxy voting record of the High Income Opportunities Portfolio
was filed on August 27, 2010 and can be found on the Securities and Exchange Commission's website (www.sec.gov).
The High Income Opportunities Portfolio's CIK number is 921370 and its file number is 811-8464. The
proxy voting record for the International Income Portfolio was filed on August 27, 2010 and can be found
on the Securities and Exchange Commission's website at (www.sec.gov). The International Income Portfolio's
CIK number is 1394396 and its file number is 811-22049. The proxy voting record of the Investment Portfolio
was filed on August 27, 2010 and can be found on the Securities and Exchange Commission's website (www.sec.gov).
The Investment Portfolio's CIK number is 1175711 and its file number is 811-21132. The proxy voting
record of the Investment Grade Income Portfolio was filed on August 27, 2010 and can be found on the
Securities and Exchange Commission's website (www.sec.gov). The Investment Grade Income Portfolio's
CIK number is 1104129 and its file number is 811-09833. The proxy voting record of the Multi-Sector
Portfolio was filed on August 27, 2010 and can be found on the Securities and Exchange Commission's
website (www.sec.gov). The Multi-Sector Portfolio's CIK number is 0001463184 and its file number is
811-22295. The proxy voting record of the Multi-Sector Option Strategy Portfolio was filed on August 27, 2010 and
can be found on the Securities and Exchange Commission's website (www.sec.gov). The Multi-Sector Option Strategy
Portfolio's CIK number is 0001493396 and its file number is 811-22427.
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number N/A
Eaton Vance Tax-Managed Global Dividend Income Fund (formerly Eaton Vance Tax-Managed Dividend Income Fund), a series of
Eaton Vance Mutual Funds Trust (Exact name of registrant as specified in charter)
Two International Place, Boston, Massachusetts, 02110
(Address of principal executive offices) (Zip code)
Maureen A. Gemma, Esq.
Two International Place, Boston, Massachusetts, 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 482-8260
Date of fiscal year end: 10/31
Date of reporting period: 07/01/09-06/30/10
Eaton Vance Tax-Managed Global Dividend Income Fund
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ABBOTT LABORATORIES Agenda Number: 933205898
- --------------------------------------------------------------------------------------------------------------------------
Security: 002824100
Meeting Type: Annual
Meeting Date: 23-Apr-2010
Ticker: ABT
ISIN: US0028241000
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
R.J. ALPERN Mgmt For For
R.S. AUSTIN Mgmt For For
W.M. DALEY Mgmt Withheld Against
W.J. FARRELL Mgmt Withheld Against
H.L. FULLER Mgmt Withheld Against
W.A. OSBORN Mgmt Withheld Against
D.A.L. OWEN Mgmt For For
R.S. ROBERTS Mgmt For For
S.C. SCOTT III Mgmt For For
W.D. SMITHBURG Mgmt Withheld Against
G.F. TILTON Mgmt For For
M.D. WHITE Mgmt For For
02 RATIFICATION OF DELOITTE & TOUCHE LLP AS AUDITORS Mgmt For For
03 SHAREHOLDER PROPOSAL-ADVISORY VOTE Shr For Against
04 SHAREHOLDER PROPOSAL-SPECIAL SHAREHOLDER MEETINGS Shr For Against
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ALLIANZ SE, MUENCHEN Agenda Number: 702315133
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Security: D03080112
Meeting Type: AGM
Meeting Date: 05-May-2010
Ticker:
ISIN: DE0008404005
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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 USUAL THANK YOU
The registration for the General Meeting of Non-Voting No vote
Shareholders does not result in the shares
being blocked. Please contact the relationship
manager of your depositary bank to clarify
variant procedures in the German market.
1. Presentation of the approved Annual Financial Non-Voting No vote
Statements and the approved Consolidated Financial
Statements as at December 31, 2009, and of
the Management Reports for Allianz SE and for
the Group, the Explanatory Reports on the information
pursuant to Paragraph 289 (4), Paragraph 315
(4) and Paragraph 289 (5) of the German Commercial
Code (Handelsgesetzbuch) as well as the Report
of the Supervisory Board for the fiscal year
2009
2. Appropriation of net earnings Mgmt For For
3. Approval of the actions of the members of the Mgmt For For
Management Board
4. Approval of the actions of the members of the Mgmt For For
Supervisory Board
5. By-election to the Supervisory Board Mgmt For For
6. Approval of the remuneration system for the Mgmt For For
Management Board members of Allianz SE
7. Creation of an Authorized Capital 2010/I, cancellation Mgmt For For
of the Authorized Capital 2006/I and corresponding
amendment to the Statutes
8. Creation of an Authorized Capital 2010/II for Mgmt For For
the issuance of shares to employees, cancellation
of the Authorized Capital 2006/II and corresponding
amendment to the Statutes
9. Approval of a new authorization to issue bonds Mgmt For For
carrying conversion and/or option rights as
well as convertible participation rights, creation
of a Conditional Capital 2010, cancellation
of the current authorization to issue bonds
carrying conversion and/or option rights, cancellation
of the Conditional Capital 2006 and corresponding
amendment to the Statutes
10. Authorization to acquire treasury shares for Mgmt For For
trading purposes
11. Authorization to acquire and utilize treasury Mgmt For For
shares for other purposes
12. Authorization to use derivatives in connection Mgmt For For
with the acquisition of treasury shares pursuant
to Paragraph 71 (1) no. 8 of the German Stock
Corporation Act (Aktiengesetz)
13. Approval of control and profit transfer agreement Mgmt For For
between Allianz SE and Allianz Common Applications
and Services GmbH
14. Approval of control and profit transfer agreement Mgmt For For
between Allianz SE and AZ-Argos 45 Vermoegensverwaltungsgesellschaft
mbH
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ANALOG DEVICES, INC. Agenda Number: 933115176
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Security: 032654105
Meeting Type: Special
Meeting Date: 20-Jul-2009
Ticker: ADI
ISIN: US0326541051
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO APPROVE AN EMPLOYEE STOCK OPTION EXCHANGE Mgmt For For
PROGRAM.
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ANALOG DEVICES, INC. Agenda Number: 933188371
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Security: 032654105
Meeting Type: Annual
Meeting Date: 09-Mar-2010
Ticker: ADI
ISIN: US0326541051
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRETOR: RAY STATA Mgmt For For
1B ELECTION OF DIRETOR: JERALD G. FISHMAN Mgmt For For
1C ELECTION OF DIRETOR: JAMES A. CHAMPY Mgmt For For
1D ELECTION OF DIRETOR: JOHN L. DOYLE Mgmt For For
1E ELECTION OF DIRETOR: JOHN C. HODGSON Mgmt For For
1F ELECTION OF DIRETOR: YVES-ANDRE ISTEL Mgmt For For
1G ELECTION OF DIRETOR: NEIL NOVICH Mgmt For For
1H ELECTION OF DIRETOR: F. GRANT SAVIERS Mgmt For For
1I ELECTION OF DIRETOR: PAUL J. SEVERINO Mgmt For For
1J ELECTION OF DIRETOR: KENTON J. SICCHITANO Mgmt For For
02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Mgmt For For
AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
OCTOBER 30, 2010.
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ANNALY CAPITAL MANAGEMENT, INC. Agenda Number: 933239320
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Security: 035710409
Meeting Type: Annual
Meeting Date: 27-May-2010
Ticker: NLY
ISIN: US0357104092
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
KEVIN P. BRADY Mgmt For For
E. WAYNE NORDBERG Mgmt For For
2 A PROPOSAL TO APPROVE THE 2010 EQUITY INCENTIVE Mgmt For For
PLAN.
3 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE COMPANY FOR THE 2010
FISCAL YEAR.
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BANCO SANTANDER BRASIL S.A. Agenda Number: 933182999
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Security: 05967A107
Meeting Type: Special
Meeting Date: 03-Feb-2010
Ticker: BSBR
ISIN: US05967A1079
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A ELECTION OF THREE (3) NEW MEMBERS OF THE COMPANY'S Mgmt For For
BOARD OF DIRECTORS, BEING ONE (1) OF THEM CONSIDERED
INDEPENDENT DIRECTOR, ACCORDING TO PARAGRAPH
3, ARTICLE 14, OF THE COMPANY'S BY-LAWS, AND
CONFIRMATION OF THE COMPOSITION OF SUCH BOARD
B APPROVAL OF (I) A PURCHASE OPTION PLAN OF COMPANY'S Mgmt For For
UNITS, WHICH PURPOSE IS TO GRANT PURCHASE OPTIONS
OF UNITS, EACH REPRESENTING FIFTY-FIVE (55)
COMMON SHARES AND FIFTY (50) PREFERRED SHARES
ISSUED BY THE COMPANY; AND (II) LONG-TERM INCENTIVE
PLAN - INVESTMENT IN COMPANY'S UNITS, WHICH
PURPOSE IS THE PAYMENT OF RESOURCES, IN CASH,
BY THE COMPANY
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BANK OF AMERICA CORPORATION Agenda Number: 933183218
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Security: 060505104
Meeting Type: Special
Meeting Date: 23-Feb-2010
Ticker: BAC
ISIN: US0605051046
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 A PROPOSAL TO ADOPT AN AMENDMENT TO THE BANK Mgmt For For
OF AMERICA CORPORATION AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
FROM 10 BILLION TO 11.3 BILLION.
02 A PROPOSAL TO APPROVE THE ADJOURNMENT OF THE Mgmt For For
SPECIAL MEETING, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES, IN THE EVENT
THAT THERE ARE NOT SUFFICIENT VOTES AT THE
TIME OF THE SPECIAL MEETING TO APPROVE THE
PROPOSAL SET FORTH IN ITEM 1.
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BANK OF AMERICA CORPORATION Agenda Number: 933183218
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Security: 060505567
Meeting Type: Special
Meeting Date: 23-Feb-2010
Ticker: BMLPRO
ISIN: US0605055674
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 A PROPOSAL TO ADOPT AN AMENDMENT TO THE BANK Mgmt For For
OF AMERICA CORPORATION AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
FROM 10 BILLION TO 11.3 BILLION.
02 A PROPOSAL TO APPROVE THE ADJOURNMENT OF THE Mgmt For For
SPECIAL MEETING, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES, IN THE EVENT
THAT THERE ARE NOT SUFFICIENT VOTES AT THE
TIME OF THE SPECIAL MEETING TO APPROVE THE
PROPOSAL SET FORTH IN ITEM 1.
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BANK OF AMERICA CORPORATION Agenda Number: 933183218
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Security: 060505575
Meeting Type: Special
Meeting Date: 23-Feb-2010
Ticker: BMLPRN
ISIN: US0605055757
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 A PROPOSAL TO ADOPT AN AMENDMENT TO THE BANK Mgmt For For
OF AMERICA CORPORATION AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
FROM 10 BILLION TO 11.3 BILLION.
02 A PROPOSAL TO APPROVE THE ADJOURNMENT OF THE Mgmt For For
SPECIAL MEETING, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES, IN THE EVENT
THAT THERE ARE NOT SUFFICIENT VOTES AT THE
TIME OF THE SPECIAL MEETING TO APPROVE THE
PROPOSAL SET FORTH IN ITEM 1.
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BANK OF AMERICA CORPORATION Agenda Number: 933203111
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Security: 060505104
Meeting Type: Annual
Meeting Date: 28-Apr-2010
Ticker: BAC
ISIN: US0605051046
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: SUSAN S. BIES Mgmt For For
1B ELECTION OF DIRECTOR: WILLIAM P. BOARDMAN Mgmt For For
1C ELECTION OF DIRECTOR: FRANK P. BRAMBLE, SR. Mgmt For For
1D ELECTION OF DIRECTOR: VIRGIS W. COLBERT Mgmt For For
1E ELECTION OF DIRECTOR: CHARLES K. GIFFORD Mgmt For For
1F ELECTION OF DIRECTOR: CHARLES O. HOLLIDAY, JR. Mgmt For For
1G ELECTION OF DIRECTOR: D. PAUL JONES, JR. Mgmt For For
1H ELECTION OF DIRECTOR: MONICA C. LOZANO Mgmt For For
1I ELECTION OF DIRECTOR: THOMAS J. MAY Mgmt For For
1J ELECTION OF DIRECTOR: BRIAN T. MOYNIHAN Mgmt For For
1K ELECTION OF DIRECTOR: DONALD E. POWELL Mgmt For For
1L ELECTION OF DIRECTOR: CHARLES O. ROSSOTTI Mgmt For For
1M ELECTION OF DIRECTOR: ROBERT W. SCULLY Mgmt For For
02 A PROPOSAL TO RATIFY THE REGISTERED INDEPENDENT Mgmt For For
PUBLIC ACCOUNTING FIRM FOR 2010
03 A PROPOSAL TO ADOPT AN AMENDMENT TO THE BANK Mgmt For For
OF AMERICA AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK FROM 11.3
BILLION TO 12.8 BILLION
04 AN ADVISORY (NON-BINDING) VOTE APPROVING EXECUTIVE Mgmt For For
COMPENSATION
05 A PROPOSAL TO APPROVE AN AMENDMENT TO THE 2003 Mgmt For For
KEY ASSOCIATE STOCK PLAN
06 STOCKHOLDER PROPOSAL - DISCLOSURE OF GOVERNMENT Shr Against For
EMPLOYMENT
07 STOCKHOLDER PROPOSAL - NON-DEDUCTIBLE PAY Shr For Against
08 STOCKHOLDER PROPOSAL - SPECIAL STOCKHOLDER MEETINGS Shr For Against
09 STOCKHOLDER PROPOSAL - ADVISORY VOTE ON EXECUTIVE Shr For Against
COMPENSATION
10 STOCKHOLDER PROPOSAL - SUCCESSION PLANNING Shr For Against
11 STOCKHOLDER PROPOSAL - DERIVATIVES TRADING Shr For Against
12 STOCKHOLDER PROPOSAL - RECOUP INCENTIVE COMPENSATION Shr For Against
- --------------------------------------------------------------------------------------------------------------------------
BANK OF AMERICA CORPORATION Agenda Number: 933203111
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Security: 060505567
Meeting Type: Annual
Meeting Date: 28-Apr-2010
Ticker: BMLPRO
ISIN: US0605055674
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: SUSAN S. BIES Mgmt For For
1B ELECTION OF DIRECTOR: WILLIAM P. BOARDMAN Mgmt For For
1C ELECTION OF DIRECTOR: FRANK P. BRAMBLE, SR. Mgmt For For
1D ELECTION OF DIRECTOR: VIRGIS W. COLBERT Mgmt For For
1E ELECTION OF DIRECTOR: CHARLES K. GIFFORD Mgmt For For
1F ELECTION OF DIRECTOR: CHARLES O. HOLLIDAY, JR. Mgmt For For
1G ELECTION OF DIRECTOR: D. PAUL JONES, JR. Mgmt For For
1H ELECTION OF DIRECTOR: MONICA C. LOZANO Mgmt For For
1I ELECTION OF DIRECTOR: THOMAS J. MAY Mgmt For For
1J ELECTION OF DIRECTOR: BRIAN T. MOYNIHAN Mgmt For For
1K ELECTION OF DIRECTOR: DONALD E. POWELL Mgmt For For
1L ELECTION OF DIRECTOR: CHARLES O. ROSSOTTI Mgmt For For
1M ELECTION OF DIRECTOR: ROBERT W. SCULLY Mgmt For For
02 A PROPOSAL TO RATIFY THE REGISTERED INDEPENDENT Mgmt For For
PUBLIC ACCOUNTING FIRM FOR 2010
03 A PROPOSAL TO ADOPT AN AMENDMENT TO THE BANK Mgmt For For
OF AMERICA AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK FROM 11.3
BILLION TO 12.8 BILLION
04 AN ADVISORY (NON-BINDING) VOTE APPROVING EXECUTIVE Mgmt For For
COMPENSATION
05 A PROPOSAL TO APPROVE AN AMENDMENT TO THE 2003 Mgmt For For
KEY ASSOCIATE STOCK PLAN
06 STOCKHOLDER PROPOSAL - DISCLOSURE OF GOVERNMENT Shr Against For
EMPLOYMENT
07 STOCKHOLDER PROPOSAL - NON-DEDUCTIBLE PAY Shr For Against
08 STOCKHOLDER PROPOSAL - SPECIAL STOCKHOLDER MEETINGS Shr For Against
09 STOCKHOLDER PROPOSAL - ADVISORY VOTE ON EXECUTIVE Shr For Against
COMPENSATION
10 STOCKHOLDER PROPOSAL - SUCCESSION PLANNING Shr For Against
11 STOCKHOLDER PROPOSAL - DERIVATIVES TRADING Shr For Against
12 STOCKHOLDER PROPOSAL - RECOUP INCENTIVE COMPENSATION Shr For Against
- --------------------------------------------------------------------------------------------------------------------------
BANK OF AMERICA CORPORATION Agenda Number: 933203111
- --------------------------------------------------------------------------------------------------------------------------
Security: 060505575
Meeting Type: Annual
Meeting Date: 28-Apr-2010
Ticker: BMLPRN
ISIN: US0605055757
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: SUSAN S. BIES Mgmt For For
1B ELECTION OF DIRECTOR: WILLIAM P. BOARDMAN Mgmt For For
1C ELECTION OF DIRECTOR: FRANK P. BRAMBLE, SR. Mgmt For For
1D ELECTION OF DIRECTOR: VIRGIS W. COLBERT Mgmt For For
1E ELECTION OF DIRECTOR: CHARLES K. GIFFORD Mgmt For For
1F ELECTION OF DIRECTOR: CHARLES O. HOLLIDAY, JR. Mgmt For For
1G ELECTION OF DIRECTOR: D. PAUL JONES, JR. Mgmt For For
1H ELECTION OF DIRECTOR: MONICA C. LOZANO Mgmt For For
1I ELECTION OF DIRECTOR: THOMAS J. MAY Mgmt For For
1J ELECTION OF DIRECTOR: BRIAN T. MOYNIHAN Mgmt For For
1K ELECTION OF DIRECTOR: DONALD E. POWELL Mgmt For For
1L ELECTION OF DIRECTOR: CHARLES O. ROSSOTTI Mgmt For For
1M ELECTION OF DIRECTOR: ROBERT W. SCULLY Mgmt For For
02 A PROPOSAL TO RATIFY THE REGISTERED INDEPENDENT Mgmt For For
PUBLIC ACCOUNTING FIRM FOR 2010
03 A PROPOSAL TO ADOPT AN AMENDMENT TO THE BANK Mgmt For For
OF AMERICA AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK FROM 11.3
BILLION TO 12.8 BILLION
04 AN ADVISORY (NON-BINDING) VOTE APPROVING EXECUTIVE Mgmt For For
COMPENSATION
05 A PROPOSAL TO APPROVE AN AMENDMENT TO THE 2003 Mgmt For For
KEY ASSOCIATE STOCK PLAN
06 STOCKHOLDER PROPOSAL - DISCLOSURE OF GOVERNMENT Shr Against For
EMPLOYMENT
07 STOCKHOLDER PROPOSAL - NON-DEDUCTIBLE PAY Shr For Against
08 STOCKHOLDER PROPOSAL - SPECIAL STOCKHOLDER MEETINGS Shr For Against
09 STOCKHOLDER PROPOSAL - ADVISORY VOTE ON EXECUTIVE Shr For Against
COMPENSATION
10 STOCKHOLDER PROPOSAL - SUCCESSION PLANNING Shr For Against
11 STOCKHOLDER PROPOSAL - DERIVATIVES TRADING Shr For Against
12 STOCKHOLDER PROPOSAL - RECOUP INCENTIVE COMPENSATION Shr For Against
- --------------------------------------------------------------------------------------------------------------------------
BEZEQ THE ISRAEL TELECOMMUNICATION CORP LTD, TEL AVIZ-JAFFA Agenda Number: 702365037
- --------------------------------------------------------------------------------------------------------------------------
Security: M2012Q100
Meeting Type: MIX
Meeting Date: 20-May-2010
Ticker:
ISIN: IL0002300114
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
AS A CONDITION OF VOTING, ISRAELI MARKET REGULATIONS Non-Voting No vote
REQUIRE THAT YOU DISCLOSE WHETHER YOU HAVE
A CONTROLLING OR PERSONAL INTEREST IN THIS
COMPANY. SHOULD EITHER BE THE CASE, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
SO THAT WE MAY LODGE YOUR INSTRUCTIONS ACCORDINGLY.
IF YOU DO NOT HAVE A CONTROLLING OR PERSONAL
INTEREST, SUBMIT YOUR VOTE AS NORMAL
1 Approve the Financial Statements and Directors Mgmt Abstain Against
report for the year 2009
2 Re-appoint Accountant Auditors until the next Mgmt For For
AGM and authorize the Board to fix their fees
3.1 Re-appoint Or Elovitch as a officiating Directors, Mgmt For For
the external Directors continue in the office
by provision of law
3.2 Re-appoint Orna Elovitch-Peled as a officiating Mgmt For For
Directors, the external Directors continue
in the office by provision of law
3.3 Re-appoint Arieh Saban as a officiating Directors, Mgmt For For
the external Directors continue in the office
by provision of law
3.4 Re-appoint Eldad Ben-Moshe as a officiating Mgmt For For
Directors, the external Directors continue
in the office by provision of law
3.5 Re-appoint Eli Holzman as a officiating Directors, Mgmt Against Against
the external Directors continue in the office
by provision of law
3.6 Re-appoint Yehuda Porat as a employee representative Mgmt For For
, the external Directors continue in the office
by provision of law
3.7 Re-appoint Amikam Shorer as a officiating Director, Mgmt Against Against
the external Directors continue in the office
by provision of law
3.8 Re-appoint Felix Cohen as a officiating Directors, Mgmt For For
the external Directors continue in the office
by provision of law
3.9 Re-appoint Rami Numkin as a employee representative Mgmt For For
, the external Directors continue in the office
by provision of law
3.10 Re-appoint Shaul Elovitch as a officiating Director, Mgmt For For
the external Directors continue in the office
by provision of law
3.11 Re-appoint Shlomo Rudov as a officiating Director, Mgmt For For
the external Directors continue in the office
by provision of law
4 Approve a debt settlement between the Company Mgmt For For
and between DBS Satellite Services Ltd., a
Company connected with the present controlling
shareholder of Bezeq, relating to the balance
amounting to NIS 31.5 million owed by DBS to
the Company in respect of communication services,
in accordance with which DBS will pay the balance
plus Value Added Tax to the Company by 36 monthly
installments of NIS 875,000 each plus interest
1.5% above prime interest
5 Approve an employment termination agreement Mgmt For For
with the outgoing Chief Executive Officer,
Yaakov Gelbard whereby he will receive NIS
9 million with a mutual waiver of all claims
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting No vote
IN MEETING TYPE. 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.
- --------------------------------------------------------------------------------------------------------------------------
BEZEQ THE ISRAEL TELECOMMUNICATION CORP LTD, TEL AVIZ-JAFFA Agenda Number: 702426900
- --------------------------------------------------------------------------------------------------------------------------
Security: M2012Q100
Meeting Type: SGM
Meeting Date: 10-Jun-2010
Ticker:
ISIN: IL0002300114
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
AS A CONDITION OF VOTING, ISRAELI MARKET REGULATIONS Non-Voting No vote
REQUIRE THAT YOU DISCLOSE WHETHER YOU HAVE
A CONTROLLING OR PERSONAL INTEREST IN THIS
COMPANY. SHOULD EITHER BE THE CASE, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
SO THAT WE MAY LODGE YOUR INSTRUCTIONS ACCORDINGLY.
IF YOU DO NOT HAVE A CONTROLLING OR PERSONAL
INTEREST, SUBMIT YOUR VOTE AS NORMAL
1. Approve the management and consultancy agreement Mgmt Against Against
with Eurocom Investments Ltd. for the receipt
by the Company of services in consideration
for ILS 1.2 million a year, the agreement will
be for a period of 3 years unless previously
cancelled by either party giving 3 months notice,
the controlling shareholder of the Company
is also the controlling shareholder of the
Eurocom
2. Approve the issue of an indemnity undertaking Mgmt Against Against
to the new Directors of the Company, or Elovitch,
Ora Eloveitch-Peled and Shaul Elovitch, who
are owners of control, as well as the other
new Directors, limited in the aggregate to
25% of the shareholders equity
3. Approve the agreement with Eurocom relating Mgmt Against Against
to the purchase of Nokia products and the grant
of maintenance services to such products
- --------------------------------------------------------------------------------------------------------------------------
BHP BILLITON LIMITED Agenda Number: 933149329
- --------------------------------------------------------------------------------------------------------------------------
Security: 088606108
Meeting Type: Annual
Meeting Date: 26-Nov-2009
Ticker: BHP
ISIN: US0886061086
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO RECEIVE THE 2009 FINANCIAL STATEMENTS AND Mgmt For For
REPORTS FOR BHP BILLITON LIMITED AND BHP BILLITON
PLC
02 TO RE-ELECT MR CARLOS CORDEIRO AS A DIRECTOR Mgmt For For
OF BHP BILLITON LIMITED AND BHP BILLITON PLC
03 TO RE-ELECT MR DAVID CRAWFORD AS A DIRECTOR Mgmt For For
OF BHP BILLITON LIMITED AND BHP BILLITON PLC
04 TO RE-ELECT THE HON E GAIL DE PLANQUE AS A DIRECTOR Mgmt For For
OF BHP BILLITON LIMITED AND BHP BILLITON PLC
05 TO RE-ELECT MR MARIUS KLOPPERS AS A DIRECTOR Mgmt For For
OF BHP BILLITON LIMITED AND BHP BILLITON PLC
06 TO RE-ELECT MR DON ARGUS AS A DIRECTOR OF BHP Mgmt For For
BILLITON LIMITED AND BHP BILLITON PLC
07 TO ELECT MR WAYNE MURDY AS A DIRECTOR OF BHP Mgmt For For
BILLITON LIMITED AND BHP BILLITON PLC
08 TO REAPPOINT KPMG AUDIT PLC AS THE AUDITOR OF Mgmt For For
BHP BILLITON PLC
09 TO RENEW THE GENERAL AUTHORITY TO ISSUE SHARES Mgmt For For
IN BHP BILLITON PLC
10 TO RENEW THE DISAPPLICATION OF PRE-EMPTION RIGHTS Mgmt For For
IN BHP BILLITON PLC
11 TO APPROVE THE REPURCHASE OF SHARES IN BHP BILLITON Mgmt For For
PLC
12A TO APPROVE THE CANCELLATION OF SHARES IN BHP Mgmt For For
BILLITON PLC HELD BY BHP BILLITON LIMITED ON
30 APRIL 2010
12B TO APPROVE THE CANCELLATION OF SHARES IN BHP Mgmt For For
BILLITON PLC HELD BY BHP BILLITON LIMITED ON
17 JUNE 2010
12C TO APPROVE THE CANCELLATION OF SHARES IN BHP Mgmt For For
BILLITON PLC HELD BY BHP BILLITON LIMITED ON
15 SEPTEMBER 2010
12D TO APPROVE THE CANCELLATION OF SHARES IN BHP Mgmt For For
BILLITON PLC HELD BY BHP BILLITON LIMITED ON
11 NOVEMBER 2010
13 TO APPROVE THE 2009 REMUNERATION REPORT Mgmt For For
14 TO APPROVE THE GRANT OF AWARDS TO MR MARIUS Mgmt For For
KLOPPERS UNDER THE GIS AND THE LTIP
- --------------------------------------------------------------------------------------------------------------------------
BP P.L.C. Agenda Number: 933309038
- --------------------------------------------------------------------------------------------------------------------------
Security: 055622104
Meeting Type: Annual
Meeting Date: 15-Apr-2010
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 For For
03 TO ELECT MR P ANDERSON AS A DIRECTOR Mgmt For For
04 TO RE-ELECT MR A BURGMANS AS A DIRECTOR Mgmt For For
05 TO RE-ELECT MRS C B CARROLL AS A DIRECTOR Mgmt For For
06 TO RE-ELECT SIR WILLIAM CASTELL AS A DIRECTOR Mgmt For For
07 TO RE-ELECT MR I C CONN AS A DIRECTOR Mgmt For For
08 TO RE-ELECT MR G DAVID AS A DIRECTOR Mgmt For For
09 TO RE-ELECT MR A N OTHER AS A DIRECTOR Mgmt For For
10 TO RE-ELECT MR R DUDLEY AS A DIRECTOR Mgmt For For
11 TO RE-ELECT MR D J FLINT AS A DIRECTOR Mgmt For For
12 TO RE-ELECT DR B E GROTE AS A DIRECTOR Mgmt For For
13 TO RE-ELECT DR A B HAYWARD AS A DIRECTOR Mgmt For For
14 TO RE-ELECT MR A G INGLIS AS A DIRECTOR Mgmt For For
15 TO RE-ELECT DR D S JULIUS AS A DIRECTOR Mgmt For For
16 TO ELECT MR C-H SVANBERG AS A DIRECTOR Mgmt For For
17 TO RE-APPOINT ERNST & YOUNG LLP AS AUDITORS Mgmt For For
AND AUTHORIZE THE BOARD TO FIX 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-EMPTION RIGHTS
S22 SPECIAL RESOLUTION: TO AUTHORIZE THE CALLING Mgmt For For
OF GENERAL MEETINGS (EXCLUDING ANNUAL GENERAL
MEETINGS) BY NOTICE OF AT LEAST 14 CLEAR DAYS
23 TO APPROVE THE RENEWAL OF THE EXECUTIVE DIRECTORS Mgmt For For
INCENTIVE PLAN
24 TO APPROVE THE SCRIP DIVIDEND PROGRAMME Mgmt For For
S25 SPECIAL RESOLUTION: TO INSTRUCT A COMMITTEE Shr Against For
OF THE BOARD TO COMMISSION AND REVIEW ANY DECISION
TO PROCEED WITH THE SUNRISE SAGD PROGRAMME
- --------------------------------------------------------------------------------------------------------------------------
CANADIAN NATIONAL RAILWAY COMPANY Agenda Number: 933215510
- --------------------------------------------------------------------------------------------------------------------------
Security: 136375102
Meeting Type: Annual
Meeting Date: 27-Apr-2010
Ticker: CNI
ISIN: CA1363751027
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MICHAEL R. ARMELLINO Mgmt For For
A. CHARLES BAILLIE Mgmt For For
HUGH J. BOLTON Mgmt For For
AMB. GORDON D. GIFFIN Mgmt For For
EDITH E. HOLIDAY Mgmt For For
V.M. KEMPSTON DARKES Mgmt For For
HON. DENIS LOSIER Mgmt For For
HON. EDWARD C. LUMLEY Mgmt For For
DAVID G.A. MCLEAN Mgmt For For
CLAUDE MONGEAU Mgmt For For
ROBERT PACE Mgmt For For
02 APPOINTMENT OF KPMG LLP AS AUDITORS. Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
CENTURYTEL, INC. Agenda Number: 933235156
- --------------------------------------------------------------------------------------------------------------------------
Security: 156700106
Meeting Type: Annual
Meeting Date: 20-May-2010
Ticker: CTL
ISIN: US1567001060
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
W. BRUCE HANKS Mgmt For For
C.G. MELVILLE, JR. Mgmt For For
WILLIAM A. OWENS Mgmt For For
GLEN F. POST, III Mgmt For For
02 TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR Mgmt For For
INDEPENDENT AUDITOR FOR 2010.
03 TO AMEND OUR ARTICLES OF INCORPORATION TO CHANGE Mgmt For For
OUR NAME TO CENTURYLINK, INC.
04 TO APPROVE OUR 2010 EXECUTIVE OFFICER SHORT-TERM Mgmt For For
INCENTIVE PLAN.
05 TO ACT UPON A SHAREHOLDER PROPOSAL REGARDING Shr Against For
NETWORK MANAGEMENT PRACTICES.
06 TO ACT UPON A SHAREHOLDER PROPOSAL REGARDING Shr Against For
LIMITATION OF EXECUTIVE COMPENSATION.
07 TO ACT UPON A SHAREHOLDER PROPOSAL REGARDING Shr For Against
EXECUTIVE STOCK RETENTION.
08 TO ACT UPON A SHAREHOLDER PROPOSAL REGARDING Shr For Against
EXECUTIVE COMPENSATION ADVISORY VOTES.
- --------------------------------------------------------------------------------------------------------------------------
CEZ A.S., PRAHA Agenda Number: 702463768
- --------------------------------------------------------------------------------------------------------------------------
Security: X2337V121
Meeting Type: AGM
Meeting Date: 29-Jun-2010
Ticker:
ISIN: CZ0005112300
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Opening, election of the general meeting Chairman, Mgmt For For
minutes clerk, minutes verifiers and persons
authorized to count the votes
2 Receive the Board of Directors report on the Mgmt Abstain Against
business activity of the Company and on the
state of its assets for the year 2009; overall
explanation report according to Section 118
Article 8 of the Act on business activities
on the Capital Market
3 Receive the Supervisory Board report on the Mgmt Abstain Against
results of control activities
4 Receive the Audit Committee report on the results Mgmt Abstain Against
of activities
5 Approve the financial statement of CEZ, A. S. Mgmt For For
and consolidated financial statement of
CEZ group for the year 2009
6 Approve the decision on distribution of profit Mgmt For For
of CEZ, A. S. in the year 2009
7 Approve the decision on amendment to the Company's Mgmt For For
Articles of Association
8 Approve the decision on providing approval of Mgmt For For
the contract of deposit of part of the enterprise
Power Plant Chvaletice to a subsidiary Company
9 Approve the decision on the volume of financial Mgmt For For
means for making donations in the year 2011
10 Approve the confirmation of co-opting, recall Mgmt For For
and election of the Supervisory Board Members
11 Approve the contracts for performance of the Mgmt For For
function of Supervisory Board Member's
12 Approve to recall and election of the Members Mgmt For For
of the Audit Committee
13 Approve the contracts for performance of the Mgmt For For
function of Audit Committee Members
14 Conclusion Mgmt Abstain Against
- --------------------------------------------------------------------------------------------------------------------------
CHEVRON CORPORATION Agenda Number: 933241743
- --------------------------------------------------------------------------------------------------------------------------
Security: 166764100
Meeting Type: Annual
Meeting Date: 26-May-2010
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: C. HAGEL Mgmt For For
1F ELECTION OF DIRECTOR: E. HERNANDEZ Mgmt For For
1G ELECTION OF DIRECTOR: F.G. JENIFER Mgmt For For
1H ELECTION OF DIRECTOR: G.L. KIRKLAND Mgmt For For
1I ELECTION OF DIRECTOR: S. NUNN Mgmt For For
1J ELECTION OF DIRECTOR: D.B. RICE Mgmt For For
1K ELECTION OF DIRECTOR: K.W. SHARER Mgmt For For
1L ELECTION OF DIRECTOR: C.R. SHOEMATE Mgmt For For
1M ELECTION OF DIRECTOR: J.G. STUMPF Mgmt For For
1N ELECTION OF DIRECTOR: R.D. SUGAR Mgmt For For
1O ELECTION OF DIRECTOR: C. WARE Mgmt For For
1P ELECTION OF DIRECTOR: J.S. WATSON Mgmt For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM
03 AMENDMENT TO CHEVRON'S BY-LAWS TO REDUCE THE Mgmt For For
PERCENTAGE OF STOCKHOLDINGS REQUIRED FOR STOCKHOLDERS
TO CALL FOR SPECIAL MEETINGS
04 APPOINTMENT OF AN INDEPENDENT DIRECTOR WITH Shr For Against
ENVIRONMENTAL EXPERTISE
05 HOLDING EQUITY-BASED COMPENSATION THROUGH RETIREMENT Shr For Against
06 DISCLOSURE OF PAYMENTS TO HOST GOVERNMENTS Shr Against For
07 GUIDELINES FOR COUNTRY SELECTION Shr Against For
08 FINANCIAL RISKS FROM CLIMATE CHANGE Shr Against For
09 HUMAN RIGHTS COMMITTEE Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
CMS ENERGY CORPORATION Agenda Number: 933241868
- --------------------------------------------------------------------------------------------------------------------------
Security: 125896100
Meeting Type: Annual
Meeting Date: 21-May-2010
Ticker: CMS
ISIN: US1258961002
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A DIRECTOR
MERRIBEL S. AYRES Mgmt For For
JON E. BARFIELD Mgmt For For
STEPHEN E. EWING Mgmt For For
RICHARD M. GABRYS Mgmt For For
DAVID W. JOOS Mgmt For For
PHILIP R. LOCHNER, JR. Mgmt For For
MICHAEL T. MONAHAN Mgmt For For
JOHN G. RUSSELL Mgmt For For
KENNETH L. WAY Mgmt For For
JOHN B. YASINSKY Mgmt For For
B RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM (PRICEWATERHOUSECOOPERS LLP)
C1 SHAREHOLDER PROPOSAL: GREENHOUSE GAS EMISSION Shr Against For
GOALS AND REPORT
C2 SHAREHOLDER PROPOSAL: COAL COMBUSTION WASTE Shr Against For
REPORT
- --------------------------------------------------------------------------------------------------------------------------
DEUTSCHE BOERSE Agenda Number: 702345908
- --------------------------------------------------------------------------------------------------------------------------
Security: D1882G119
Meeting Type: AGM
Meeting Date: 27-May-2010
Ticker:
ISIN: DE0005810055
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
AS A CONDITION OF VOTING, GERMAN MARKET REGULATIONS Non-Voting No vote
REQUIRE THAT YOU DISCLOSE WHETHER YOU HAVE
A CONTROLLING OR PERSONAL INTEREST IN THIS
COMPANY. SHOULD EITHER BE THE CASE, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
SO THAT WE MAY LODGE YOUR INSTRUCTIONS ACCORDINGLY.
IF YOU DO NOT HAVE A CONTROLLING OR PERSONAL
INTEREST, SUBMIT YOUR VOTE AS NORMAL. THANK
YOU
PLEASE NOTE THAT THESE SHARES MAY BE BLOCKED Non-Voting No vote
DEPENDING ON SOME SUBCUSTODIANS' PROCESSING
IN THE MARKET. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1. Presentation of the financial statements and Non-Voting No vote
annual report for the 2009 FY with the report
of the Supervisory Board, the group financial
statements and annual report, the re-port pursuant
to Sections 289[4] and 315[4] of the German
Commercial Code, and the proposal on the appropriation
of the distributable profit
2. Resolution on the appropriation of the distributable Mgmt For For
profit of EUR 400,000,000 as follows; Payment
of a dividend of EUR 2.10 per share EUR 9,519,655.90
shall be allocated to the other revenue reserves
ex-dividend and payable date 28 MAY 2010
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. Approval o f the new compensation system for Mgmt Against Against
t he Board of MDs, to be found on the Company's
web site
6. Resolution on the revision of the authorized Mgmt For For
capital II, and the corresponding amendments
to the articles of association The existing
authorized capita l II shall be revoked, the
Board of Managing Directors shall be authorized,
with the consent of the Supervisory Board,
to increase the share capital by up to EUR
27,800,000 through the issue of new registered
shares against payment in cash and/or kind,
on or be-fore 26 May 2015, shareholders shall
be granted subscription rights, except for
the issue of shares at a price not materially
below their market price, for the issue of
employee shares of up to EUR 3,000,000, for
the issue of shares for acquisition purposes,
and for residual amounts
7. Resolution on the creation of authorized capital Mgmt For For
III, and the corresponding amendments to the
Articles of Association the Board of Managing
Directors shall be authorized, with the consent
of the Supervisory Board, to increase the share
capital by up to EUR 19,500,000 through the
issue of new registered shares against cash
payment, on or before 26 MAY 2015, shareholders
shall be granted subscription rights, except
for residual amounts
8. Authorization to acquire own shares the Board Mgmt For For
of Managing Directors shall be authorized to
acquire shares of the Company of up to 10%
of its share capital, at prices neither more
than 10% above, nor more than 20% below, the
market price, on or before 31 OCT 2011 ,the
shares may be used for acquisition purposes,
issued to employees, pensioners and executives,
sold in another manner at a price not materially
below their market price, or retired
9. Approval of the control agreement with the Company's Mgmt For For
wholly owned subsidiary Clear stream Banking
AG, effective for an indeterminate period of
time
10. Amendments to the Articles of Association in Mgmt For For
connection with the Shareholder Right Directive
Implementation Law [ARUG] a] Section 16[4]
shall be appended in respect of the Board of
Managing Directors being authorized to allow
shareholders to participate in the shareholders
meeting by electronic means [online], b] Section
16[5] shall be appended in respect of the Board
of Managing Directors being authorized to allow
shareholders to exercise their voting rights
in writing or electronically [absentee voting]
11. Appointment of the Auditors for the 2010 FY; Mgmt For For
KPMG AG, Berlin entitled to vote are those
shareholders who are entered in the share register
and who register with the Company on or before
20 MAY 2010
- --------------------------------------------------------------------------------------------------------------------------
DEUTSCHE POST AG Agenda Number: 702296713
- --------------------------------------------------------------------------------------------------------------------------
Security: D19225107
Meeting Type: AGM
Meeting Date: 28-Apr-2010
Ticker:
ISIN: DE0005552004
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
AS A CONDITION OF VOTING, GERMAN MARKET REGULATIONS Non-Voting No vote
REQUIRE THAT YOU DISCLOSE WHETHER YOU HAVE
A CONTROLLING OR PERSONAL INTEREST IN THIS
COMPANY. SHOULD EITHER BE THE CASE, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
SO THAT WE MAY LODGE YOUR INSTRUCTIONS ACCORDINGLY.
IF YOU DO NOT HAVE A CONTROLLING OR PERSONAL
INTEREST, SUBMIT YOUR VOTE AS NORMAL. THANK
YOU
PLEASE NOTE THAT THESE SHARES MAY BE BLOCKED Non-Voting No vote
DEPENDING ON SOME SUBCUSTODIANS' PROCESSING
IN THE MARKET. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1. Presentation of the financial statements and Non-Voting No vote
annual report for the 2009 FY with the report
of the Supervisory Board, the group financial
statements and group annual report as well
as the report 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 880,797,457.47 as follows: payment
of a dividend of EUR 0.60 per share EUR 155,387,933.07
shall be carried for ward Ex-dividend and payable
date: 29 APR 2010
3. Ratification of the acts of the Board of Managing Mgmt For For
Directors
4. Ratification of the acts of the Supervisor y Mgmt For For
Board
5. Appointment of Auditors f or the 2010 FY: PricewaterhouseCoopersMgmt For For
AG, Dusseldorf
6. Authorization to acquire own shares, the Company Mgmt For For
shall be authorized to acquire own shares of
up to 10% of its share capital, at a price
not deviating more than 10% from the market
price of the shares, on or before 27 APR 2015,
the Board of Managing Directors shall be authorized
to dispose of the shares in a manner other
than the stock exchange or by way of a public
offer to all shareholders if the shares are
sold at a price not materially below their
market price, and to retire the shares
7. Approval of the use of derivatives [call and Mgmt For For
put options] for the purpose of acquiring own
shares as per item 6
8. Approval of the remuneration system for members Mgmt For For
of the Board of Managing Directors
9. Re-election of Roland Oetker to the Supervisory Mgmt For For
Board
10. Amendments of the Articles of Association in Mgmt For For
respect of the Supervisory Board remuneration
as of the 2011 FY, the fixed remuneration shall
be increased to EUR 4 0,000 and the attendance
fee to EUR 1,000 per member
11. Further amendments to the Articles of Association Mgmt For For
as follows: 11.a] Section 14 [5], the majority
of the votes cast shall be necessary for resolutions
by the Supervisory Board if there is no other
majority mandatory, in case of two election
ties after another, the Chairman shall receive
two votes; 11.b] Section 18 [2]shall be a mended
in respect of the shareholders, meeting being
announced at least 30 days prior to the date
of the meeting; 11.c] Section 19 [1], in respect
of shareholders being entitled to participate
and vote at the shareholders meeting if they
register with the Company by the sixth day
prior to the meeting and provide evidence of
their shareholding as per the statutory record
date; 11.d] Section 19 [2] in respect of the
Board of Managing Directors being authorized
to permit shareholders to absentee vote in
written form or by electronic means at a shareholders
meeting;11.e] Section 19 [3], in respect of
proxy- voting instructions being issued as
stipulated by law, the issuance/withdrawal
of proxy-voting instructions must be effected
in written form; 11.f] Section 19 [4], in respect
of the Chairman of the shareholders meeting
being authorized to permit the audiovisual
transmission of the meeting; 11.g] Section
22 [1], in respect of the Board of Managing
Directors being obliged to list the financial
statements and the group financial statements
as well as the annual report and the group
annual report for the past FY within the first
3 months of the current year and to present
them to the Supervisory Board, together with
the proposal for resolution on the appropriation
of the distributable profit
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.
- --------------------------------------------------------------------------------------------------------------------------
DEUTSCHE TELEKOM AG, BONN Agenda Number: 702305966
- --------------------------------------------------------------------------------------------------------------------------
Security: D2035M136
Meeting Type: AGM
Meeting Date: 03-May-2010
Ticker:
ISIN: DE0005557508
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
AS A CONDITION OF VOTING, GERMAN MARKET REGULATIONS Non-Voting No vote
REQUIRE THAT YOU DISCLOSE WHETHER YOU HAVE
A CONTROLLING OR PERSONAL INTEREST IN THIS
COMPANY. SHOULD EITHER BE THE CASE, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
SO THAT WE MAY LODGE YOUR INSTRUCTIONS ACCORDINGLY.
IF YOU DO NOT HAVE A CONTROLLING OR PERSONAL
INTEREST, SUBMIT YOUR VOTE AS NORMAL. THANK
YOU
PLEASE NOTE THAT THESE SHARES MAY BE BLOCKED Non-Voting No vote
DEPENDING ON SOME SUBCUSTODIANS' PROCESSING
IN THE MARKET. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1. Presentation of the financial statements and Non-Voting No vote
annual report for the 2009 FY with the report
of the Supervisory Board, the group financial
statements and annual report, and the proposal
on the appropriation of the distributable profit
2. Resolution on the appropriation of the distributable Mgmt For For
profit of EUR 6,421,196,639.17 as follows:
Payment of a dividend of EUR 0.78 per share.
EUR 3,035,281,633.45 shall be carried forward.
Ex-dividend and payable date: 04 MAY 2010
3. Ratification of the acts of the Board of Managing Mgmt For For
Directors during the 2009 FY
4. Postponement of the ratification of the acts Mgmt For For
of Klaus Zumwinkel as a member of the Supervisory
Board during the 2008 FY
5. Ratification of the acts of the Supervisory Mgmt For For
Board during the 2009 FY
6. Approval of the compensation system for the Mgmt For For
Members of the Board of Managing Directors
7. Appointment of Auditors for the 2010 FY: PricewaterhouseCoopersMgmt For For
AG, Frankfurt, and Ernst + Young GmbH, Stuttgart
8. Authorization to acquire own shares, the Company Mgmt For For
shall be authorized to acquire own shares of
up to 10% of its share capital, at prices not
deviating more than 10% from the market price
of the shares, on or before 02 NOV 2011, The
Board of Managing Directors shall be authorized
to sell the shares on the stock exchange, to
offer the shares to shareholders by way of
a rights offering, to dispose of the shares
in another manner if they are sold at a price
not materially below their market price, to
float the shares on foreign stock exchanges,
to use the shares for acquisition purposes,
to use the shares to satisfy conversion and
option rights, to use the shares as employee
shares, and to retire the shares
9. Election of Wulf H. Bernotat to the Supervisory Mgmt For For
Board
10. Election of Ulrich Middelmann to the Supervisory Mgmt For For
Board
11. Approval of the control and profit transfer Mgmt For For
agreement with the Company's wholly owned subsidiary
Erste DFMG Deutsche Funkturm Ver-moegens-GmbH
12. Approval of the control and profit transfer Mgmt For For
agreement with the Company's wholly owned subsidiary
T-Mobile Global Holding Nr. 2 GmbH
13. Resolution on the authorization to issue convertible, Mgmt For For
warrant or income bonds and/or profit-sharing
rights, the creation of contingent capital,
and the corresponding amendments to the articles
of association, the Board of Managing Directors
shall be authorized, with the consent of the
Supervisory Board, to issue bonds or profit-sharing
rights of up to EUR 6,500,000,000, conferring
a conversion or option right for up to 429,687,500
new shares of the Company, on or before 02
MAY 2015, shareholders shall be granted subscription
rights, except for the issue of bonds at a
price not materially below their theoretical
market value, for residual amounts, and in
order to grant subscription rights to holders
of previously issued conversion and option
rights, the existing contingent capital IV
shall be revoked, the Company's share capital
shall be increased accordingly by up to EUR
1,100,000,000 through the issue of up to 429,687,500
new shares, insofar as conversion or option
rights are exercised [contingent :capital 2010]
14. Approval of the revision of the Supervisory Mgmt For For
Board remuneration, and the corresponding amendments
to the Articles of Association the fixed remuneration
per member shall be increased to EUR 30,000
for the 2010 FY and EUR 40,000 thereafter,
and the variable remuneration amended to EUR
1,000 for every EUR 0.02 by which the profit
per share in the second year after the FY in
question exceeds that of 3 years previous,
the Chairman shall receive twice, and the Deputy
Chairman one and a half times, the amounts
15. Amendment to section 2 of the Articles of Association Mgmt For For
to reflect the expansion of the object of the
Company
16. Amendment to section 14 of the Articles of Association Mgmt For For
in respect of the deadline for announcing the
shareholders' meeting being 30 days prior to
the meeting, extended by the length of the
registration period
17. Amendment to section 15 of the Articles of Association Mgmt For For
in respect of the authorization of the Company
to transmit the shareholders' meeting by audiovisual
means
18. Amendment to section 16 of the Articles of Association Mgmt For For
in respect of participation in the shareholders'
meeting by electronic means
19. Amendment to section 16 of the Articles of Association Mgmt For For
in respect of absentee voting at the shareholders'
meeting
COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting No vote
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF
THE APPLICATION. IF YOU WISH TO ACT ON THESE
ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND
AND VOTE YOUR SHARES AT THE COMPANYS MEETING.
- --------------------------------------------------------------------------------------------------------------------------
DIAGEO PLC Agenda Number: 933147313
- --------------------------------------------------------------------------------------------------------------------------
Security: 25243Q205
Meeting Type: Annual
Meeting Date: 14-Oct-2009
Ticker: DEO
ISIN: US25243Q2057
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 REPORT AND ACCOUNTS 2009. Mgmt For For
02 DIRECTORS' REMUNERATION REPORT 2009. Mgmt For For
03 DECLARATION OF FINAL DIVIDEND. Mgmt For For
04 RE-ELECTION OF LM DANON (1,3,4) AS A DIRECTOR. Mgmt For For
05 RE-ELECTION OF LORD HOLLICK (1,3,4*) AS A DIRECTOR. Mgmt For For
06 RE-ELECTION OF PS WALSH (2*) AS A DIRECTOR. Mgmt For For
07 ELECTION OF PB BRUZELIUS (1,3,4) AS A DIRECTOR. Mgmt For For
08 ELECTION OF BD HOLDEN (1,3,4) AS A DIRECTOR. Mgmt For For
09 RE-APPOINTMENT OF AUDITOR. Mgmt For For
10 REMUNERATION OF AUDITOR. Mgmt For For
11 AUTHORITY TO ALLOT SHARES. Mgmt For For
12 DISAPPLICATION OF PRE-EMPTION RIGHTS. Mgmt For For
13 AUTHORITY TO PURCHASE OWN ORDINARY SHARES. Mgmt For For
14 AUTHORITY TO MAKE POLITICAL DONATIONS AND/OR Mgmt For For
TO INCUR POLITICAL EXPENDITURE IN THE EU.
15 ADOPTION OF THE DIAGEO PLC 2009 DISCRETIONARY Mgmt For For
INCENTIVE PLAN.
16 ADOPTION OF THE DIAGEO PLC 2009 EXECUTIVE LONG Mgmt For For
TERM INCENTIVE PLAN.
17 ADOPTION OF THE DIAGEO PLC INTERNATIONAL SHAREMATCH Mgmt For For
PLAN 2009.
18 AUTHORITY TO ESTABLISH INTERNATIONAL SHARE PLANS. Mgmt For For
19 ADOPTION OF THE DIAGEO PLC 2009 IRISH SHARESAVE Mgmt For For
PLAN.
20 AMENDMENTS TO THE RULES OF DIAGEO PLC EXECUTIVE Mgmt For For
SHARE OPTION PLAN.
21 AMENDMENTS TO THE RULES OF DIAGEO PLC 2008 SENIOR Mgmt For For
EXECUTIVE SHARE OPTION PLAN.
22 AMENDMENTS TO THE RULES OF DIAGEO PLC SENIOR Mgmt For For
EXECUTIVE SHARE OPTION PLAN.
23 REDUCED NOTICE OF A GENERAL MEETING OTHER THAN Mgmt For For
AN ANNUAL GENERAL MEETING.
24 ADOPTION OF ARTICLES OF ASSOCIATION. Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
DIAMOND OFFSHORE DRILLING, INC. Agenda Number: 933246096
- --------------------------------------------------------------------------------------------------------------------------
Security: 25271C102
Meeting Type: Annual
Meeting Date: 24-May-2010
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 For For
PAUL G. GAFFNEY II Mgmt For For
EDWARD GREBOW Mgmt For For
HERBERT C. HOFMANN Mgmt Withheld Against
ARTHUR L. REBELL Mgmt For For
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 2010.
03 TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY Mgmt Against Against
COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT
THEREOF.
- --------------------------------------------------------------------------------------------------------------------------
DNB NOR ASA, OSLO Agenda Number: 702337608
- --------------------------------------------------------------------------------------------------------------------------
Security: R1812S105
Meeting Type: AGM
Meeting Date: 27-Apr-2010
Ticker:
ISIN: NO0010031479
- --------------------------------------------------------------------------------------------------------------------------
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 Opening of the general meeting by the Chairman Mgmt Abstain Against
of the supervisory Board
2 Approve the notice of the general meeting and Mgmt For For
the agenda
3 Election of the person to sign the minutes of Mgmt For For
the general meeting along with
4 Approve the remuneration rates for members of Mgmt For For
the supervisory Board, control committee and
election committee
5 Approve the Auditor's remuneration Mgmt For For
6 Approve the 2009 annual report and accounts, Mgmt For For
including the distribution of dividends
and group contributions
7 Election of Members to the Supervisory Board Mgmt For For
with a term of Office until the AGM in 2012:
Nils Halvard Bastiansen, Baerum [re-election],
Toril Eidesvik, Bergen [re-election], Carnilla
Marianne Grieg, Bergen [New Member], Eldbjorg
Lower, Kongsberg [Re-election], Per Otterdahl
Miller, Skien [New Member], Dag J. Opedal,
Oslo [Re-election], Ole Robert Reitan, Nesoya
[New Member], Gudrun B. Rollefsen, Hammerfest
[Re-election], Arthur Sletteberg, Stabekk [Re-election],
Hanne Rigmor Egenaess Wiig, Halden [Re-election];
re-election of Herbjorn Hansson, Sandefjord
as a Member to the Supervisory Board, with
a term of office until the AGM in 2011; election
of Elsbeth Sande Tronstad, Oslo as a new deputy
with a term of office of one year
8 Re-election of Eldbjorg Lower, Kongsberg, Per Mgmt For For
Otterdahl Moller, Skien, Arthur Sletteberg,
Stabekk, Rejer Ola Soberg as Members of the
Election Committee with a term of office until
the AGM in 2012
9 Authorize the Board of Directors for the repurchase Mgmt For For
of shares
10 Approve the statement from the Board of Directors Mgmt For For
in connection with remuneration to
senior executives
11.a PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Approve the special remuneration
or Broad shared financial responsibility and
common interests
11.b PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Approve the reforms to ensure
sound Corporate Governance by changing- strengthening
the competence and independence of Governing
Bodies
11.c PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Approve the reversal of authority
to the general meeting
11.d PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Approve the cultivation of
individual roles in the group to strengthen
risk Management and capital
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF NAMES. 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.
- --------------------------------------------------------------------------------------------------------------------------
DTE ENERGY COMPANY Agenda Number: 933232352
- --------------------------------------------------------------------------------------------------------------------------
Security: 233331107
Meeting Type: Annual
Meeting Date: 06-May-2010
Ticker: DTE
ISIN: US2333311072
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
ANTHONY F. EARLEY, JR. Mgmt For For
ALLAN D. GILMOUR Mgmt For For
FRANK M. HENNESSEY Mgmt For For
GAIL J. MCGOVERN Mgmt For For
2 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Mgmt For For
PRICEWATERHOUSECOOPERS LLP
3 MANAGEMENT PROPOSAL REGARDING CUMULATIVE VOTING Mgmt For For
04 MANAGEMENT PROPOSAL REGARDING 2006 LONG-TERM Mgmt For For
INCENTIVE PLAN
05 SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS Shr Against For
06 SHAREHOLDER PROPOSAL REGARDING BOARD DECLASSIFICATION Shr For Against
- --------------------------------------------------------------------------------------------------------------------------
E.ON AG Agenda Number: 702314129
- --------------------------------------------------------------------------------------------------------------------------
Security: D24914133
Meeting Type: AGM
Meeting Date: 06-May-2010
Ticker:
ISIN: DE000ENAG999
- --------------------------------------------------------------------------------------------------------------------------
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 USUAL THANK YOU
The registration for the General Meeting of Non-Voting No vote
Shareholders does not result in the shares
being blocked. Please contact the relationship
manager of your depositary bank to clarify
variant procedures in the German market.
1. Presentation of the adopted Annual Financial Non-Voting No vote
Statements and the Consolidated Financial Statements
for the 2009 financial year, along with the
Management Report Summary for E.ON AG and the
E.ON Group and the Report of the Supervisory
Board as well as the Explanatory Report of
the Board of Management regarding the statements
pursuant to Sections 289 para. 4, 315 para.
4 and Section 289 para.5 German Commercial
Code (Handelsgesetzbuch-HGB).
2. Appropriation of balance sheet profits from Mgmt For For
the 2009 financial year
3. Discharge of the Board of Management for the Mgmt For For
2009 financial year
4. Discharge of the Supervisory Board for the 2009 Mgmt For For
financial year
5. Approval of the compensation system applying Mgmt For For
to the Members of the Board of Management
6.a Election of PricewaterhouseCoopers Aktiengesellschaft Mgmt For For
Wirtschaftspruefungsgesellschaft, Duesseldorf,
as the auditor for the annual as well as the
consolidated financial statements for the 2010
financial year
6.b Election of PricewaterhouseCoopers Aktiengesellschaft Mgmt For For
Wirtschaftspruefungsgesellschaft, Duesseldorf,
as the auditor for the inspection of the abbreviated
financial statements and the interim management
report for the first half of the 2010 financial
year
7. Authorization for the acquisition and use of Mgmt For For
treasury shares
8. Authorization for the issue of option or convertible Mgmt For For
bonds, profit participation rights or participating
bonds and for the exclusion of subscription
rights as well as the creation of a Conditional
Capital
9 Amendment to Section 20 of the Articles of Association Mgmt For For
in view of the Act for the Implementation of
the Shareholder Rights Directive
- --------------------------------------------------------------------------------------------------------------------------
ELECTROLUX AB, STOCKHOLM Agenda Number: 702287853
- --------------------------------------------------------------------------------------------------------------------------
Security: W24713120
Meeting Type: AGM
Meeting Date: 30-Mar-2010
Ticker:
ISIN: SE0000103814
- --------------------------------------------------------------------------------------------------------------------------
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 NOT ALL SUB CUSTODIANS IN SWEDEN Non-Voting No vote
ACCEPT ABSTAIN AS A VALID VOTE OPTION. THANK
YOU
1 Election of Marcus Wallenberg as Chairman of Mgmt For For
the AGM
2 Preparation and approval of the voting list Mgmt For For
3 Approval of the agenda Mgmt For For
4 Election of two minutes-checkers Mgmt For For
5 Determination as to whether the meeting has Mgmt For For
been properly convened
6 Presentation of the Annual Report and the Audit Mgmt For For
Report as well as the Consolidated
Accounts and the Audit Report for the Group
7 Approve the speech by the President, Hans Straberg Mgmt For For
8 Adopt the Income Statement and the Balance Sheet Mgmt For For
as well as the Consolidated Income Statement
and the Consolidated Balance Sheet
9 Grant discharge from liability of the Directors Mgmt For For
and the President
10 Approve the dividend for 2009 of SEK 4 per share Mgmt For For
and Tuesday, 06 APR 2010, as Record Date for
the dividend, Subject to resolution by the
General Meeting in accordance with this proposal,
dividend is expected to be distributed by
Euroclear Sweden on Friday, 09 APR 2010
11 Approve to determine the number of Directors Mgmt For For
at 9 and no Deputy Directors, the Nomination
Committee has informed the Company that the
proposal for Board of Directors may be increased
by 1 more Director, if so, the proposal will
be announced before the General Meeting
12 Approve the Directors fees shall be unchanged Mgmt For For
for each Director compared with previous year's
fees and be as follows: SEK 1,600,000 to the
Chairman of the Board of Directors, SEK 550,000
to the Deputy Chairman of the Board of
Directors and SEK 475,000 to each of the
other Directors appointed by the AGM but not
employed by Electrolux and, for committee work,
to the Members who are appointed by the
Board of Directors: SEK 200,000 to the Chairman
of the Audit Committee and SEK 85,000 to
each of the other members of the Committee
and SEK 120,000 to the Chairman of the Remuneration
Committee and SEK 55,000 to each of the other
members of the Committee; CONTD.
- - CONTD. the Nomination Committee also proposes Non-Voting No vote
that it be possible to pay part of the fees
to the Directors, in respect of their assignment
to the Board of Directors, in the form of
so-called synthetic shares, on the specified
principal terms and conditions, which
are unchanged compared with the previous
years; the Auditor's fee be paid as incurred,
for the Auditor's term of office, on approved
account
13 Re-election of Messrs. Marcus Wallenberg, Peggy Mgmt For For
Bruzelius, Torben Ballegaard Sorensen, Hasse
Johansson, John S. Lupo, Barbara Milian Thoralfsson,
Johan Molin, Hans Straberg and Caroline
Sundewall to the Board of Directors and
Marcus Wallenberg as Chairman of the Board
of Directors
14 Re-election of PricewaterhouseCoopers AB as Mgmt For For
Auditor for the period until the AGM 2014
15 Approve the nomination committee process on Mgmt For For
the specified terms
16 Approve the guidelines for remuneration and Mgmt For For
other terms of employment for the Electrolux
Group Management "Group Management" on the
specified terms
17 Approve to implement a performance based, long-term Mgmt For For
share program for 2010 the Share Program
2010 , with the specified terms and conditions
18.A Authorize the Board of Directors, for the period Mgmt For For
until the next AGM, to resolve on acquisitions
of shares in the Company as: the Company may
acquire as a maximum so many B-shares that,
following each acquisition, the Company holds
at a maximum 10% of all shares issued by the
company, the shares may be acquired on NASDAQ
OMX Stockholm, acquisition of shares may only
be made at a price per share at each time within
the prevailing price interval for the share,
payment for the shares shall be made in cash;
the purpose of the proposal is to be
able to adapt the Company's capital structure,
thereby contributing to increased shareholder
value
18.B Authorize the Board of Directors, for the period Mgmt For For
until the next AGM, to resolve on transfers
of Electrolux own shares in connection with
or as a consequence of Company acquisitions
as: Own B-shares held by the Company at the
time of the Board of Directors decision may
be transferred, the shares may be transferred
with deviation from the shareholders preferential
rights, transfer of shares may be made at
a minimum price per share corresponding to
an amount in close connection with the price
of the Company's shares on NASDAQ OMX
Stockholm at the time of the decision on the
transfer, payment for the transferred shares
may be made in cash, by contributions in kind
or by a set-off of Company debt
18.C Approve, on account of the employee stock option Mgmt For For
program for 2003 and the performance share
program for 2008, that the AGM resolves that
the Company shall be entitled, for the period
until the next AGM, to transfer a maximum
of 3,000,000 B-shares in the Company for the
purpose of covering costs, including
social security charges, that may arise as
a result of the aforementioned programs,
transfer may take place on NASDAQ OMX Stockholm
at a price within the prevailing price interval
from time to time
18.D Approve the implementation of the performance Mgmt For For
based, long-term share program for 2010 the
Share Program 2010 proposed under item 17,
that the AGM resolves to transfer Electrolux
own shares, as: a maximum of 1,500,000
B-shares may be transferred, participants
entitled to acquire shares pursuant to the
terms and conditions of the Share Program 2010
should be entitled to acquire the shares,
with a right for each participant to acquire
a maximum number of shares which follows
from the terms and conditions of the program,
the right of participants to acquire shares
may be exercised when delivery under the
Share Program 2010 should take place, i.e.
during 2013, participants shall
receive the shares free of charge during the
period stated in the terms and conditions of
the program, the number of shares which may
be transferred may be recalculated due to changes
in the capital structure
19 Closing of the meeting Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
EXXON MOBIL CORPORATION Agenda Number: 933239267
- --------------------------------------------------------------------------------------------------------------------------
Security: 30231G102
Meeting Type: Annual
Meeting Date: 26-May-2010
Ticker: XOM
ISIN: US30231G1022
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
M.J. BOSKIN Mgmt For For
P. BRABECK-LETMATHE Mgmt For For
L.R. FAULKNER Mgmt For For
J.S. FISHMAN Mgmt For For
K.C. FRAZIER Mgmt For For
W.W. GEORGE Mgmt For For
M.C. NELSON Mgmt For For
S.J. PALMISANO Mgmt For For
S.S REINEMUND Mgmt For For
R.W. TILLERSON Mgmt For For
E.E. WHITACRE, JR. Mgmt For For
02 RATIFICATION OF INDEPENDENT AUDITORS (PAGE 52) Mgmt For For
03 SPECIAL SHAREHOLDER MEETINGS (PAGE 54) Shr For Against
04 INCORPORATE IN NORTH DAKOTA (PAGE 55) Shr Against For
05 SHAREHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION Shr For Against
(PAGE 56)
06 AMENDMENT OF EEO POLICY (PAGE 57) Shr Against For
07 POLICY ON WATER (PAGE 59) Shr Against For
08 WETLANDS RESTORATION POLICY (PAGE 60) Shr Against For
09 REPORT ON CANADIAN OIL SANDS (PAGE 62) Shr Against For
10 REPORT ON NATURAL GAS PRODUCTION (PAGE 64) Shr Against For
11 REPORT ON ENERGY TECHNOLOGY (PAGE 65) Shr Against For
12 GREENHOUSE GAS EMISSIONS GOALS (PAGE 67) Shr Against For
13 PLANNING ASSUMPTIONS (PAGE 69) Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
FORTUM OYJ Agenda Number: 702249891
- --------------------------------------------------------------------------------------------------------------------------
Security: X2978Z118
Meeting Type: AGM
Meeting Date: 25-Mar-2010
Ticker:
ISIN: FI0009007132
- --------------------------------------------------------------------------------------------------------------------------
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
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 654669 DUE TO CHANGE IN VOTING STATUS OF
RESOLUTIONS 15 AND 19. ALL VOTES RECEIVED ON
THE PREVIOUS MEETING WILL BE DISREGARDED AND
YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
1. Opening of the meeting Non-Voting No vote
2. Calling the meeting to order Non-Voting No vote
3. Election of persons to scrutinize the minutes Non-Voting No vote
and to supervise the counting of votes
4. Recording the legality of the meeting Non-Voting No vote
5. Recording the attendance at the meeting and Non-Voting No vote
adoption of the list of votes
6. Presentation of the financial statements, the Non-Voting No vote
operating and financial review, the Auditor's
report and the statement of the Supervisory
Board for the year 2009 and the review by the
President and Chief Executive Officer
7. Adopt the accounts Mgmt For For
8. Approve to pay a dividend of EUR 1.00 per share Mgmt For For
9. Grant discharge from liability Mgmt For For
10. Approve the remuneration of the Supervisory Mgmt For For
Board Members
11. Approve the number of the Supervisory Board Mgmt For For
Members
12. Election of the Supervisory Board Mgmt For For
13. Approve the remuneration of Board Members Mgmt For For
14. Approve the number of Board Members Mgmt For For
15. PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: Shr For Against
re-elect M. Lehti, S. Baldauf E. Aho, I. Ervasti-Vaintola,
B. Johansson-Hedberg and C. Ramm-Schmidt as
the Board Members and election of J. Larson
as a new Board Member
16. Approve the remuneration of the Auditor Mgmt For For
17. Election of Deloitte and Touche Ltd as the Auditor Mgmt For For
18. Amend Articles 7, 14 and 18 of the Articles Mgmt For For
of Association
19. PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: Shr Against For
appoint the Nomination Committee
20. PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: Shr For Against
approve to dissolve the Supervisory Board
- --------------------------------------------------------------------------------------------------------------------------
FRANCE TELECOM SA, PARIS Agenda Number: 702356292
- --------------------------------------------------------------------------------------------------------------------------
Security: F4113C103
Meeting Type: MIX
Meeting Date: 09-Jun-2010
Ticker:
ISIN: FR0000133308
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
- - 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
1 Approve the annual financial statements for Mgmt For For
the FYE on 31 DEC 2009
2 Approve the consolidated financial statements Mgmt For For
for the FYE on 31 DEC 2009
3 Approve the allocation of income for the FYE Mgmt For For
on 31 DEC 2009 as reflected in the annual
financial statements
4 Approve the agreement pursuant to Article L.225-38 Mgmt For For
of the Commercial Code
5 Approve the agreements pursuant to Article L.225-38 Mgmt For For
of the Commercial Code
6 Approve the endorsements to the contracts concluded Mgmt For For
with the Company Novalis in accordance with
Article L.225-42-1 last Paragraph of the Commercial
Code
7 Authorize the Board of Directors to purchase Mgmt For For
or transfer France telecom shares
8 Appointment of Mr. Stephane Richard as a Board Mgmt For For
Member
9 Election of Mr. Marc Maouche as a Board Member, Mgmt Against Against
representing the members of the staff shareholders
10 Election of Mr. Jean-Pierre Borderieux as a Mgmt Against Against
Board Member, representing the Members of the
staff shareholders
E.11 Authorize the Board of Directors to issue shares Mgmt For For
reserved to persons having signed a liquidity
contract with the Company in their capacity
as holders of shares or stock options of Orange
S.A
E.12 Authorize the Board of Directors to proceed Mgmt For For
with the free issuance of option-based
liquidity instruments reserved to holders of
stock options of Orange S.A. that have signed
a liquidity contract with the Company
E.13 Authorize the Board of Directors to allocate Mgmt For For
stock options and/or options to purchase shares
of the Company
E.14 Authorize the Board of Directors to proceed Mgmt For For
with capital increases reserved to members
of Saving Plans
E.15 Authorize the Board of Directors to reduce the Mgmt For For
capital by cancellation of shares
E.16 Approve the powers for the formalities Mgmt For For
- - PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON
THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2010/0402/201004021000943.pdf
- --------------------------------------------------------------------------------------------------------------------------
GENERAL DYNAMICS CORPORATION Agenda Number: 933209290
- --------------------------------------------------------------------------------------------------------------------------
Security: 369550108
Meeting Type: Annual
Meeting Date: 05-May-2010
Ticker: GD
ISIN: US3695501086
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: NICHOLAS D. CHABRAJA Mgmt For For
1B ELECTION OF DIRECTOR: JAMES S. CROWN Mgmt For For
1C ELECTION OF DIRECTOR: WILLIAM P. FRICKS Mgmt For For
1D ELECTION OF DIRECTOR: JAY L. JOHNSON Mgmt For For
1E ELECTION OF DIRECTOR: GEORGE A. JOULWAN Mgmt For For
1F ELECTION OF DIRECTOR: PAUL G. KAMINSKI Mgmt For For
1G ELECTION OF DIRECTOR: JOHN M. KEANE Mgmt For For
1H ELECTION OF DIRECTOR: LESTER L. LYLES Mgmt For For
1J ELECTION OF DIRECTOR: WILLIAM A. OSBORN Mgmt For For
1K ELECTION OF DIRECTOR: ROBERT WALMSLEY Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS. Mgmt For For
03 SHAREHOLDER PROPOSAL WITH REGARD TO WEAPONS Shr Against For
IN SPACE.
- --------------------------------------------------------------------------------------------------------------------------
HELLENIC TELECOMMUNICATIONS ORGANIZATIONS OTE Agenda Number: 702030608
- --------------------------------------------------------------------------------------------------------------------------
Security: X3258B102
Meeting Type: OGM
Meeting Date: 10-Jul-2009
Ticker:
ISIN: GRS260333000
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Amend the terms of the Stock Option Plan for Mgmt No vote
executives of the Company and affiliated Companies,
according to the Article 42e of the Codified
Law 2190/1920
- --------------------------------------------------------------------------------------------------------------------------
IMPERIAL TOB GROUP PLC Agenda Number: 702180819
- --------------------------------------------------------------------------------------------------------------------------
Security: G4721W102
Meeting Type: AGM
Meeting Date: 02-Feb-2010
Ticker:
ISIN: GB0004544929
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the report and accounts Mgmt For For
2. Approve the Directors' remuneration report Mgmt For For
3. Declare a final dividend Mgmt For For
4. Re-elect Dr. K M Burnett Mgmt For For
5. Re-elect Mr. J D Comolli Mgmt For For
6. Re-elect Mr. R Dyrbus Mgmt For For
7. Re-elect Mr. C F Knott Mgmt For For
8. Re-elect Mr. I J G Napier Mgmt For For
9. Re-appoint PricewaterhouseCoopers LLP as the Mgmt For For
Auditors to hold office until the conclusion
of the next general meeting at which accounts
are laid before the Company
10. Approve the remuneration of the Auditors Mgmt For For
11. Approve the donations to political organizations Mgmt For For
12. Grant authority to allot securities Mgmt For For
S.13 Approve to disapply preemption rights Mgmt For For
S.14 Approve the purchase of own shares Mgmt For For
S.15 Approve the notice period for general meetings Mgmt For For
S.16 Approve the Memorandum and Articles of Association Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL BUSINESS MACHINES CORP. Agenda Number: 933199653
- --------------------------------------------------------------------------------------------------------------------------
Security: 459200101
Meeting Type: Annual
Meeting Date: 27-Apr-2010
Ticker: IBM
ISIN: US4592001014
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: A.J.P. BELDA Mgmt For For
1B ELECTION OF DIRECTOR: C. BLACK Mgmt For For
1C ELECTION OF DIRECTOR: W.R. BRODY Mgmt For For
1D ELECTION OF DIRECTOR: K.I. CHENAULT Mgmt For For
1E ELECTION OF DIRECTOR: M.L. ESKEW Mgmt For For
1F ELECTION OF DIRECTOR: S.A. JACKSON Mgmt For For
1G ELECTION OF DIRECTOR: A.N. LIVERIS Mgmt For For
1H ELECTION OF DIRECTOR: W.J. MCNERNEY, JR. Mgmt For For
1I ELECTION OF DIRECTOR: T. NISHIMURO Mgmt For For
1J ELECTION OF DIRECTOR: J.W. OWENS Mgmt For For
1K ELECTION OF DIRECTOR: S.J. PALMISANO Mgmt For For
1L ELECTION OF DIRECTOR: J.E. SPERO Mgmt For For
1M ELECTION OF DIRECTOR: S. TAUREL Mgmt For For
1N ELECTION OF DIRECTOR: L.H. ZAMBRANO Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM
03 STOCKHOLDER PROPOSAL ON EXECUTIVE COMPENSATION Shr For Against
ANNUAL INCENTIVE PAYOUT
04 STOCKHOLDER PROPOSAL ON CUMULATIVE VOTING Shr Against For
05 STOCKHOLDER PROPOSAL ON NEW THRESHOLD FOR CALLING Shr For Against
SPECIAL MEETINGS
06 STOCKHOLDER PROPOSAL ON ADVISORY VOTE ON EXECUTIVE Shr Against For
COMPENSATION.
- --------------------------------------------------------------------------------------------------------------------------
KONINKLIJKE KPN NV Agenda Number: 702117777
- --------------------------------------------------------------------------------------------------------------------------
Security: N4297B146
Meeting Type: EGM
Meeting Date: 03-Nov-2009
Ticker:
ISIN: NL0000009082
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN INFORMATION MEETING. Non-Voting No vote
SHOULD YOU WISH TO ATTEND THE MEETING PERSONALLY,
YOU MAY APPLY FOR AN ENTRANCE CARD BY CONTACTING
YOUR CLIENT REPRESENTATIVE. THANK YOU
PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting No vote
AT THIS GENERAL MEETING ARE RELAXED AS THERE
IS A REGISTRATION DEADLINE / RECORD DATE ASSOCIATED
WITH THIS MEETING. THANK YOU.
1. Opening and announcements Non-Voting No vote
2. Notification regarding the intended appointment Non-Voting No vote
of Mrs. Carla Smits-Nusteling as a Member of
the Board of Management
3. Closure of the meeting Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
KONINKLIJKE KPN NV Agenda Number: 702271165
- --------------------------------------------------------------------------------------------------------------------------
Security: N4297B146
Meeting Type: OGM
Meeting Date: 13-Apr-2010
Ticker:
ISIN: NL0000009082
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Opening and announcements Non-Voting No vote
2 Report by the Board of Management for the FY Non-Voting No vote
2009
3 Update on Corporate Governance Non-Voting No vote
4 Adopt the financial statements for the FY 2009 Mgmt For For
5 Explanation of the financial and dividend policy Non-Voting No vote
6 Adopt a dividend over the FY 2009 Mgmt For For
7 Grant discharge to the Members of the Board Mgmt For For
of Management from liability
8 Grant discharge to the Members of the Supervisory Mgmt For For
Board from liability
9 Appoint the Auditor Mgmt For For
10 Amend the remuneration policy for the Board Mgmt For For
of Management
11 Announcement regarding the intended extension Non-Voting No vote
of the employment contracts of Mr. E. Blok
and Mr. J.B.P. Coopmans as Members of the Board
of Management
12 Announcement concerning vacancies in the Supervisory Non-Voting No vote
Board arising in 2011
13 Announcement regarding changes in composition Non-Voting No vote
of the Committees of the Supervisory
Board
14 Authorize the Board of Management to resolve Mgmt For For
that the Company may acquire its own shares
15 Approve to reduce the capital through cancellation Mgmt For For
of own shares
16 Any other business and closure of the meeting Non-Voting No vote
- - PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting No vote
AT THIS GENERAL MEETING ARE RELAXED AS THERE
IS A REGISTRATION DEADLINE / RECORD DATE ASSOCIATED
WITH THIS MEETING. THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
MAN GROUP PLC, LONDON Agenda Number: 702003334
- --------------------------------------------------------------------------------------------------------------------------
Security: G5790V156
Meeting Type: AGM
Meeting Date: 09-Jul-2009
Ticker:
ISIN: GB00B28KQ186
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the 'Directors', 'Auditors' reports Mgmt For For
and the financial statements for the YE 31
MAR 2009
2. Approve the remuneration report for the YE 31 Mgmt For For
MAR 2009
3. Declare a final dividend of 15.47 pence per Mgmt For For
ordinary share giving a total of 27.36 pence
per ordinary share for the YE 31 MAR 2009
4. Re-appoint Mr. Jon Aisbitt as the Director of Mgmt For For
the Company
5. Re-appoint Mr. Peter Clarke as a Director of Mgmt For For
the Company
6. Re-appoint PricewaterhouseCoopers LLP as the Mgmt For For
Auditors of the Company to hold office from
the conclusion of this meeting until the conclusion
of the next AGM at which accounts are laid
before the Company
7. Authorize the Directors to determine the remuneration Mgmt For For
of the Auditors
8. Approve to increase the authorized share capital Mgmt For For
of the Company from USD 681,010,434.49209 and
GBP 50,000 to USD 698,010,434.49209 and GBP
50,000 by the creation of 495,829,201 ordinary
shares of 3 3/7 US cents each ranking pari
passu in all respects with the existing ordinary
shares of 3 3/7 US cents in the capital of
the Company
9. Authorize the Directors of the Company, pursuant Mgmt For For
to Section 80 of the Companies Act 1985 ["the
Act"] to exercise all the powers of the Company
to allot relevant securities [within the meaning
of Section 80 of the Act]: [a] up to a nominal
amount of USD 19,520,845; and [b] comprising
equity securities [within the meaning of Section
94 of the Act] up to a nominal amount of USD
39,041,690 [such amount to be reduced by the
nominal amount of any relevant securities issued
under paragraph [a] of this Resolution 9] in
connection with an offer by way of a rights
issue: [i] to ordinary shareholders in proportion
[as nearly as may be practicable] to their
existing holdings; and [ii] to holders of other
equity securities, as required by the rights
of those securities or, subject to such rights,
as the Directors of the Company otherwise consider
necessary, and so that the Directors of the
Company may impose any limits or restrictions
and make any arrangements which they consider
necessary or appropriate to deal with treasury
shares, fractional entitlements, record dates,
legal, regulatory or practical problems in,
or under the laws of, any territory or any
other matter, [Authority expires the earlier
of the conclusion of the AGM of the Company
unless previously renewed, varied or revoked
by the Company in GM]; and the directors of
the Company may allot relevant securities under
any such offer or agreement as if the authority
conferred hereby had not expired
S.10 Authorize the Directors of the Company pursuant Mgmt For For
to Section 95 of the Companies Act 1985 ["the
Act"], to allot equity securities [within the
meaning of Section 94[2] of the Act] wholly
for cash pursuant to the general authorities
conferred by Resolution 9 and/or where the
allotment constitutes an allotment of equity
securities by virtue of Section 94 [3A] of
the Act, in each case free of the restriction
in Section 89[1] of the Act, such power to
be limited to: a]the allotment of equity securities
in connection with an offer of equity securities
[but in the case of an allotment pursuant to
the authority granted under paragraph [b] of
Resolution 9, such power shall be limited to
the allotment of equity securities in connection
with an offer by way of a rights issue only]:
[i] to ordinary shareholders in proportion
[as nearly as may be practicable] to their
existing shareholdings; and [ii] to the holders
of other equity securities, as required by
the rights of those securities or, subject
to such rights, as the Directors of the Company
otherwise consider necessary, and so that the
Directors of the Company may impose any limits
or restrictions and make any arrangements which
it considers necessary or appropriate to deal
with treasury shares, fractional entitlements,
record dates, legal, regulatory or practical
problems in, or under the laws of, any territory
or any other matter; b]and the allotment of
equity securities pursuant to the authority
granted under paragraph [a] of Resolution 9
and/or an allotment which constitutes an allotment
of equity securities by virtue of Section 94
[3A] of the Act [in each case, otherwise than
in the circumstances set out in paragraph [a]
of this Resolution 10] up to an aggregate nominal
amount of USD 2,928,127, such power to apply
[Authority expires the earlier of the conclusion
of the AGM of the Company unless previously
renewed, varied or revoked by the Company after
the date of the passing of this resolution
or 08 OCT 2010] and the Directors of the Company
may allot equity securities under any such
offer or agreement as if the power conferred
hereby had not expired
S.11 Authorize the Company, pursuant to Section 166 Mgmt For For
of the Companies Act 1985 ["the Act"] to make
market purchases [within the meaning of Section
163 of the Act] on the London Stock Exchange
of ordinary shares of 3 3/7 US cents each ["ordinary
shares"] provided that: [i] the maximum aggregate
number of ordinary shares that may be purchased
is 170,805,967; in substitution for all existing
powers, the Company;[ii] the minimum price[exclusive
of expenses] which may be paid for an ordinary
share is 3 3/7 US cents or the sterling equivalent
of 3 3/7 US cents;[iii] the maximum price[exclusive
of expenses] which may be paid for each ordinary
share is higher of:[a] 105% of the average
market value of an ordinary share in the Company
for the 5 business days prior to the day the
purchase is made; and the value of an ordinary
share calculated on the basis of the higher
of the price quoted for [a] the last independent
trade of; and [b] the highest current independent
bid for any number of the Company's ordinary
shares on the London Stock Exchange; [Authority
expires on the conclusion of the next Annual
General Meeting of the Company or on the earlier
of 08 JAN 2011] and the Company may make a
purchase of ordinary shares in pursuance of
any such contract as if the authority conferred
by this resolution had not expired
S.12 Authorize the Directors to call general meetings Mgmt For For
of the Company other than AGM on not less than
14 clear days' notice, [Authority shall expire
at the conclusion of the next AGM of the Company
after the passing of this resolution]
S.13 Approve and authorize the terms of the proposed Mgmt For For
contract [a draft of which has been produced
to the meeting and initialled by the Chairman
of the meeting for the purpose of identification
only] between the Company and all the holders
of deferred dollar shares of 0.001 US cent
each in the capital of the Company [the "deferred
dollar shares"], which will be executed by
a Director or officer of the Company on behalf
of such holders in accordance with Article
167[F][1] of the Articles of Association of
the Company, pursuant to which the Company
will purchase all of the deferred dollar shares
in issue, for the purposes of section 164 of
the Companies Act 1985 [as amended] and otherwise,
but so that such approval and [authority shall
expire on 08 DEC 2010]
- --------------------------------------------------------------------------------------------------------------------------
MARATHON OIL CORPORATION Agenda Number: 933201838
- --------------------------------------------------------------------------------------------------------------------------
Security: 565849106
Meeting Type: Annual
Meeting Date: 28-Apr-2010
Ticker: MRO
ISIN: US5658491064
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: GREGORY H. BOYCE Mgmt For For
1B ELECTION OF DIRECTOR: CLARENCE P. CAZALOT, JR. Mgmt For For
1C ELECTION OF DIRECTOR: DAVID A. DABERKO Mgmt For For
1D ELECTION OF DIRECTOR: WILLIAM L. DAVIS Mgmt For For
1E ELECTION OF DIRECTOR: SHIRLEY ANN JACKSON Mgmt For For
1F ELECTION OF DIRECTOR: PHILIP LADER Mgmt For For
1G ELECTION OF DIRECTOR: CHARLES R. LEE Mgmt For For
1H ELECTION OF DIRECTOR: MICHAEL E.J. PHELPS Mgmt For For
1I ELECTION OF DIRECTOR: DENNIS H. REILLEY Mgmt For For
1J ELECTION OF DIRECTOR: SETH E. SCHOFIELD Mgmt For For
1K ELECTION OF DIRECTOR: JOHN W. SNOW Mgmt For For
1L 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 2010
03 STOCKHOLDER PROPOSAL TO AMEND OUR BY-LAWS TO Shr For Against
LOWER THE THRESHOLD FOR STOCKHOLDERS TO CALL
SPECIAL MEETINGS
04 STOCKHOLDER PROPOSAL TO ADOPT A POLICY FOR RATIFICATION Shr For Against
AND APPROVAL OF EXECUTIVE COMPENSATION POLICIES
AND PRACTICES
- --------------------------------------------------------------------------------------------------------------------------
MASIMO CORPORATION Agenda Number: 933256415
- --------------------------------------------------------------------------------------------------------------------------
Security: 574795100
Meeting Type: Annual
Meeting Date: 02-Jun-2010
Ticker: MASI
ISIN: US5747951003
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOE KIANI Mgmt For For
JACK LASERSOHN Mgmt For For
02 TO RATIFY THE SELECTION OF GRANT THORNTON LLP Mgmt For For
AS THE COMPANY'S INDEPENDENT AUDITORS FOR FISCAL
YEAR 2010.
- --------------------------------------------------------------------------------------------------------------------------
MCDONALD'S CORPORATION Agenda Number: 933232491
- --------------------------------------------------------------------------------------------------------------------------
Security: 580135101
Meeting Type: Annual
Meeting Date: 20-May-2010
Ticker: MCD
ISIN: US5801351017
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: WALTER E. MASSEY Mgmt For For
1B ELECTION OF DIRECTOR: JOHN W. ROGERS, JR. Mgmt For For
1C ELECTION OF DIRECTOR: ROGER W. STONE Mgmt For For
1D ELECTION OF DIRECTOR: MILES D. WHITE Mgmt For For
02 APPROVAL OF THE APPOINTMENT OF AN INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM TO SERVE
AS INDEPENDENT AUDITORS FOR 2010.
03 SHAREHOLDER PROPOSAL RELATING TO SHAREHOLDER Shr For Against
VOTE ON EXECUTIVE COMPENSATION.
04 SHAREHOLDER PROPOSAL RELATING TO SIMPLE MAJORITY Shr For Against
VOTE.
05 SHAREHOLDER PROPOSAL RELATING TO THE USE OF Shr Against For
CONTROLLED ATMOSPHERE STUNNING.
06 SHAREHOLDER PROPOSAL RELATING TO THE USE OF Shr Against For
CAGE-FREE EGGS.
- --------------------------------------------------------------------------------------------------------------------------
MERCK & CO., INC. Agenda Number: 933117980
- --------------------------------------------------------------------------------------------------------------------------
Security: 589331107
Meeting Type: Special
Meeting Date: 07-Aug-2009
Ticker: MRK
ISIN: US5893311077
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF Mgmt For For
MERGER, DATED AS OF MARCH 8, 2009, BY AND AMONG
MERCK & CO., INC., SCHERING-PLOUGH CORPORATION,
SP MERGER SUBSIDIARY ONE, INC. (FORMERLY BLUE,
INC.) AND SP MERGER SUBSIDIARY TWO, INC. (FORMERLY
PURPLE, INC.), AS IT MAY BE AMENDED.
- --------------------------------------------------------------------------------------------------------------------------
MERCK & CO., INC. Agenda Number: 933236920
- --------------------------------------------------------------------------------------------------------------------------
Security: 58933Y105
Meeting Type: Annual
Meeting Date: 25-May-2010
Ticker: MRK
ISIN: US58933Y1055
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: LESLIE A. BRUN Mgmt For For
1B ELECTION OF DIRECTOR: THOMAS R. CECH Mgmt For For
1C ELECTION OF DIRECTOR: RICHARD T. CLARK Mgmt For For
1D ELECTION OF DIRECTOR: THOMAS H. GLOCER Mgmt For For
1E ELECTION OF DIRECTOR: STEVEN F. GOLDSTONE Mgmt For For
1F ELECTION OF DIRECTOR: WILLIAM B. HARRISON, JR. Mgmt For For
1G ELECTION OF DIRECTOR: HARRY R. JACOBSON Mgmt For For
1H ELECTION OF DIRECTOR: WILLIAM N. KELLEY Mgmt For For
1I ELECTION OF DIRECTOR: C. ROBERT KIDDER Mgmt For For
1J ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS Mgmt For For
1K ELECTION OF DIRECTOR: CARLOS E. REPRESAS Mgmt For For
1L ELECTION OF DIRECTOR: PATRICIA F. RUSSO Mgmt For For
1M ELECTION OF DIRECTOR: THOMAS E. SHENK Mgmt For For
1N ELECTION OF DIRECTOR: ANNE M. TATLOCK Mgmt For For
1O ELECTION OF DIRECTOR: CRAIG B. THOMPSON Mgmt For For
1P ELECTION OF DIRECTOR: WENDELL P. WEEKS Mgmt For For
1Q ELECTION OF DIRECTOR: PETER C. WENDELL Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF THE COMPANY'S Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2010.
03 PROPOSAL TO ADOPT THE 2010 INCENTIVE STOCK PLAN. Mgmt For For
04 PROPOSAL TO ADOPT THE 2010 NON-EMPLOYEE DIRECTORS Mgmt For For
STOCK OPTION PLAN.
- --------------------------------------------------------------------------------------------------------------------------
METLIFE, INC. Agenda Number: 933215433
- --------------------------------------------------------------------------------------------------------------------------
Security: 59156R108
Meeting Type: Annual
Meeting Date: 27-Apr-2010
Ticker: MET
ISIN: US59156R1086
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
R. GLENN HUBBARD Mgmt For For
ALFRED F. KELLY, JR. Mgmt For For
JAMES M. KILTS Mgmt For For
DAVID SATCHER Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2010
03 SHAREHOLDER PROPOSAL ON CUMULATIVE VOTING Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
MIZUHO FINANCIAL GROUP,INC. Agenda Number: 702460700
- --------------------------------------------------------------------------------------------------------------------------
Security: J4599L102
Meeting Type: AGM
Meeting Date: 22-Jun-2010
Ticker:
ISIN: JP3885780001
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting No vote
1. Approve Appropriation of Retained Earnings Mgmt For For
2.1 Appoint a Director Mgmt For For
2.2 Appoint a Director Mgmt For For
2.3 Appoint a Director Mgmt For For
3.1 Appoint a Corporate Auditor Mgmt For For
3.2 Appoint a Corporate Auditor Mgmt For For
4. Shareholders' Proposals: Amendment to the Articles Shr Against For
of Incorporation (Prohibition of financing
for MBO to be made at a low price)
5. Shareholders' Proposals: Amendment to the Articles Shr For Against
of Incorporation (Disclosure of compensation
paid to each officer)
- --------------------------------------------------------------------------------------------------------------------------
NATIONAL GRID PLC, LONDON Agenda Number: 702022788
- --------------------------------------------------------------------------------------------------------------------------
Security: G6375K151
Meeting Type: AGM
Meeting Date: 27-Jul-2009
Ticker:
ISIN: GB00B08SNH34
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the annual report and accounts Mgmt For For
2. Declare a final dividend Mgmt For For
3. Re-elect Sir. John Parker as a Director Mgmt For For
4. Re-elect Mr. Steve Holliday as a Director Mgmt For For
5. Re-elect Mr. Kenneth Harvey as a Director Mgmt For For
6. Re-elect Mr. Steve Lucas as a Director Mgmt For For
7. Re-elect Mr. Stephen Pettit as a Director Mgmt For For
8. Re-elect Mr. Nick Winser as a Director Mgmt For For
9. Re-elect Mr. George Rose as a Director Mgmt For For
10. Reappoint PricewaterhouseCoopers LLP as the Mgmt For For
Auditors
11. Authorize the Directors to set the Auditor's Mgmt For For
remuneration
12. Approve the Directors' remuneration report Mgmt For For
13. Authorize the Directors to issue ordinary shares Mgmt For For
14. Authorize the Scrip dividend Mgmt For For
15. Authorize the capitalizing reserves for scrip Mgmt For For
dividend
S.16 Approve to disapply pre-emption rights Mgmt For For
S.17 Authorize the Company to purchase its own ordinary Mgmt For For
shares
S.18 Authorize the Directors to hold General Meetings Mgmt For For
on 14 days notice
S.19 Adopt the new Articles of Association with effect Mgmt For For
from the AGM
S.20 Adopt the new Articles of Association with effect Mgmt For For
from 01 OCT 2009
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF FULL DIRECTOR NAME. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
NESTLE S A Agenda Number: 702312567
- --------------------------------------------------------------------------------------------------------------------------
Security: H57312649
Meeting Type: AGM
Meeting Date: 15-Apr-2010
Ticker:
ISIN: CH0038863350
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting No vote
REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES
AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY.
UPON RECEIPT OF THE VOTING INSTRUCTION, IT
IS POSSIBLE THAT A MARKER MAY BE PLACED ON
YOUR SHARES TO ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE.
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No vote
MEETING NOTICE SENT UNDER MEETING 603908 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.
1.1 Approve the Annual Report, the financial statements Mgmt No vote
of Nestle S.A. and the consolidated financial
statements of the Nestle Group for 2009
1.2 Approve the acceptance of the compensation report Mgmt No vote
2009
2. Approve to release the Members of the Board Mgmt No vote
of Directors and of the Management
3. Approve the appropriation of profits resulting Mgmt No vote
from the balance sheet of Nestle S.A Retained
earnings as specified provided that the proposal
of the Board of Directors is approved, the
gross dividend will amount to CHF 1.60 per
share, representing a net amount of CHF 1.04
per share after payment of the Swiss withholding
tax of 35% the last trading day with entitlement
to receive the dividend is 16 APR 2010, the
shares will be traded ex dividend as of 19
APR 2010, the net dividend will be payable
as from 22 APR 2010
4.1.1 Re-elections of Mr. Peter Brabeck-Letmathe to Mgmt No vote
the Board of Directors for a term of 3 years
4.1.2 Re-elections of Mr. Steven G. Hoch, to the Board Mgmt No vote
of Directors for a term of 3 years
4.1.3 Re-elections of Mr.Andre Kudelski to the Board Mgmt No vote
of Directors for a term of 3 years
4.1.4 Re-elections of Mr.Jean-Rene Fourtou to the Mgmt No vote
Board of Directors for a term of 2 years
4.2.1 Elections of Mrs. Titia de Lange to the Board Mgmt No vote
of Directors for a term of 3 years
4.2.2 Elections of Mr. Jean-Pierre Roth to the Board Mgmt No vote
of Directors for a term of 3 years
4.3 Re-election of KPMG S.A., Geneva branch for Mgmt No vote
a term of 1year
5. Approve the cancellation of 185,000.000 shares Mgmt No vote
repurchased under the share buy-back programme,
and reduction of share capital by CHF 18,500.000,
and amend the Article 3 of the Articles of
Association as specified
6. Amend the New Article 4 of the Articles of Association Mgmt No vote
as specified
- --------------------------------------------------------------------------------------------------------------------------
NOVARTIS AG, BASEL Agenda Number: 702231452
- --------------------------------------------------------------------------------------------------------------------------
Security: H5820Q150
Meeting Type: AGM
Meeting Date: 26-Feb-2010
Ticker:
ISIN: CH0012005267
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No vote
MEETING NOTICE SENT UNDER MEETING 610175, 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.
Blocking of registered shares is not a legal Non-Voting No vote
requirement in the Swiss market, specific policies
at the individual sub-custodians may vary.
Upon receipt of the voting instruction, it
is possible that a marker may be placed on
your shares to allow for reconciliation and
re-registration following a trade. If you have
concerns regarding your accounts, please contact
your client service representative.
A.1 Approval of the annual report, the financial Mgmt No vote
statements of Novartis AG and the group consolidated
financial statements for the business year
2009
A.2 Discharge from liability of the Members of the Mgmt No vote
Board of Directors and the Executive Committee
A.3 Appropriation of available earnings of Novartis Mgmt No vote
AG as per balance sheet and declaration of
dividend
A.4.1 Amendments to the Articles of Incorporation Mgmt No vote
- Implementation of the Book Entry Securities
Act
A.4.2 Amendments to the Articles of Incorporation Mgmt No vote
- Introduction of a Consultative Vote on the
Compensation System
A.5.A Re-election of Marjorie M.T. Yang, for a 3 year Mgmt No vote
term
A.5.B Re-election of Daniel Vasella, M.D., for a 3 Mgmt No vote
year term
A.5.C Re-election of Hans-Joerg Rudloff, for a 1 year Mgmt No vote
term
A.6 Election of PricewaterhouseCoopers as Auditor Mgmt No vote
of Novartis AG for 1 year
B. If shareholders at the Annual General Meeting Mgmt No vote
propose additional and/or counterproposals,
I/we instruct the Independent Proxy to vote
according to the proposal of the Board of Directors
- --------------------------------------------------------------------------------------------------------------------------
PARTNER COMMUNICATIONS CO LTD Agenda Number: 702345035
- --------------------------------------------------------------------------------------------------------------------------
Security: M78465107
Meeting Type: AGM
Meeting Date: 28-Apr-2010
Ticker:
ISIN: IL0010834849
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - AS A CONDITION OF VOTING, ISRAELI MARKET REGULATIONS Non-Voting No vote
REQUIRE THAT YOU DISCLOSE WHETHER YOU
HAVE A CONTROLLING OR PERSONAL INTEREST IN
THIS COMPANY. SHOULD EITHER BE THE CASE, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
SO THAT WE MAY LODGE YOUR INSTRUCTIONS ACCORDINGLY.
IF YOU DO NOT HAVE A CONTROLLING OR PERSONAL
INTEREST, SUBMIT YOUR VOTE AS NORMAL
1 Re-appoint Kesselman & Kesselman, independent Mgmt For For
certified public accountants in Israel and
a Member of PricewaterhouseCoopers International
Limited Group, as the Company's Auditor for
the YE at the close of the next AGM
2 Approve to discuss the Auditor's remuneration Mgmt For For
for the YE 31 DEC 2009, as determined
by the Audit Committee and by the Board of
Directors, and the report of the Board
of Directors with respect to the remuneration
paid to the Auditor and its affiliates for
the YE 31 DEC 2009
3 Approve to discuss the Company's audited financial Mgmt For For
statements for the YE 31 DEC 2009 and the
report of the Board of Directors for such period
4 Re-elect Ilan Ben Dov, Yaron Bloch, Erez Gissin, Mgmt Against Against
Yacov Gelbard, Dr. Shlomo Nass and Yahel
Shachar, to approve the compensation terms
of several Directors and to approve
the insurance and indemnification of the Directors
up for re-election at the AGM and of Ms.
Osnat Ronen
5 Approve to grant of indemnification letters Mgmt Against Against
to the Directors up for re-election
other than Mr. Erez Gissin, the existing indemnification
thereof continues in full force and effect
and to Ms. Osnat Ronen
6 Approve of a perennial agreement for the purchase Mgmt Against Against
of handsets, accessories, spare parts and
repair services from Scailex Corporation Ltd,
the controlling party of the Company
- --------------------------------------------------------------------------------------------------------------------------
PFIZER INC. Agenda Number: 933210243
- --------------------------------------------------------------------------------------------------------------------------
Security: 717081103
Meeting Type: Annual
Meeting Date: 22-Apr-2010
Ticker: PFE
ISIN: US7170811035
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: DENNIS A. AUSIELLO Mgmt For For
1B ELECTION OF DIRECTOR: MICHAEL S. BROWN Mgmt For For
1C ELECTION OF DIRECTOR: M. ANTHONY BURNS Mgmt For For
1D ELECTION OF DIRECTOR: ROBERT N. BURT Mgmt For For
1E ELECTION OF DIRECTOR: W. DON CORNWELL Mgmt For For
1F ELECTION OF DIRECTOR: FRANCES D. FERGUSSON Mgmt For For
1G ELECTION OF DIRECTOR: WILLIAM H. GRAY III Mgmt For For
1H ELECTION OF DIRECTOR: CONSTANCE J. HORNER Mgmt For For
1I ELECTION OF DIRECTOR: JAMES M. KILTS Mgmt For For
1J ELECTION OF DIRECTOR: JEFFREY B. KINDLER Mgmt For For
1K ELECTION OF DIRECTOR: GEORGE A. LORCH Mgmt For For
1L ELECTION OF DIRECTOR: JOHN P. MASCOTTE Mgmt For For
1M ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON Mgmt For For
1N ELECTION OF DIRECTOR: STEPHEN W. SANGER Mgmt For For
1O ELECTION OF DIRECTOR: WILLIAM C. STEERE, JR. Mgmt For For
02 PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP Mgmt For For
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2010.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
04 APPROVAL OF BY-LAW AMENDMENT TO REDUCE THE PERCENTAGE Mgmt For For
OF SHARES REQUIRED FOR SHAREHOLDERS TO CALL
SPECIAL MEETINGS.
05 SHAREHOLDER PROPOSAL REGARDING STOCK OPTIONS. Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
PG&E CORPORATION Agenda Number: 933218491
- --------------------------------------------------------------------------------------------------------------------------
Security: 69331C108
Meeting Type: Annual
Meeting Date: 12-May-2010
Ticker: PCG
ISIN: US69331C1080
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: DAVID R. ANDREWS Mgmt For For
1B ELECTION OF DIRECTOR: LEWIS CHEW Mgmt For For
1C ELECTION OF DIRECTOR: C. LEE COX Mgmt For For
1D ELECTION OF DIRECTOR: PETER A. DARBEE Mgmt For For
1E ELECTION OF DIRECTOR: MARYELLEN C. HERRINGER Mgmt For For
1F ELECTION OF DIRECTOR: ROGER H. KIMMEL Mgmt For For
1G ELECTION OF DIRECTOR: RICHARD A. MESERVE Mgmt For For
1H ELECTION OF DIRECTOR: FORREST E. MILLER Mgmt For For
1I ELECTION OF DIRECTOR: ROSENDO G. PARRA Mgmt For For
1J ELECTION OF DIRECTOR: BARBARA L. RAMBO Mgmt For For
1K ELECTION OF DIRECTOR: BARRY LAWSON WILLIAMS Mgmt For For
02 RATIFICATION OF APPOINTMENT OF THE INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt For For
04 AMENDMENTS TO 2006 LONG-TERM INCENTIVE PLAN Mgmt For For
05 INDEPENDENT BOARD CHAIRMAN Shr Against For
06 LIMITS FOR DIRECTORS INVOLVED WITH BANKRUPTCY Shr Against For
07 POLITICAL CONTRIBUTIONS Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
PHILIP MORRIS INTERNATIONAL INC. Agenda Number: 933223240
- --------------------------------------------------------------------------------------------------------------------------
Security: 718172109
Meeting Type: Annual
Meeting Date: 12-May-2010
Ticker: PM
ISIN: US7181721090
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: HAROLD BROWN Mgmt For For
1B ELECTION OF DIRECTOR: MATHIS CABIALLAVETTA Mgmt For For
1C ELECTION OF DIRECTOR: LOUIS C. CAMILLERI Mgmt For For
1D ELECTION OF DIRECTOR: J. DUDLEY FISHBURN Mgmt For For
1E ELECTION OF DIRECTOR: JENNIFER LI Mgmt For For
1F ELECTION OF DIRECTOR: GRAHAM MACKAY Mgmt For For
1G ELECTION OF DIRECTOR: SERGIO MARCHIONNE Mgmt For For
1H ELECTION OF DIRECTOR: LUCIO A. NOTO Mgmt For For
1I ELECTION OF DIRECTOR: CARLOS SLIM HELU Mgmt For For
1J ELECTION OF DIRECTOR: STEPHEN M. WOLF Mgmt For For
02 RATIFICATION OF THE SELECTION OF INDEPENDENT Mgmt For For
AUDITORS
03 STOCKHOLDER PROPOSAL 1 - FOOD INSECURITY AND Shr Against For
TOBACCO USE
04 STOCKHOLDER PROPOSAL 2 - CREATE HUMAN RIGHTS Shr Against For
PROTOCOLS FOR THE COMPANY AND ITS SUPPLIERS
- --------------------------------------------------------------------------------------------------------------------------
PRUDENTIAL FINANCIAL, INC. Agenda Number: 933219013
- --------------------------------------------------------------------------------------------------------------------------
Security: 744320102
Meeting Type: Annual
Meeting Date: 11-May-2010
Ticker: PRU
ISIN: US7443201022
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: THOMAS J. BALTIMORE, JR. Mgmt For For
1B ELECTION OF DIRECTOR: GORDON M. BETHUNE Mgmt For For
1C ELECTION OF DIRECTOR: GASTON CAPERTON Mgmt For For
1D ELECTION OF DIRECTOR: GILBERT F. CASELLAS Mgmt For For
1E ELECTION OF DIRECTOR: JAMES G. CULLEN Mgmt For For
1F ELECTION OF DIRECTOR: WILLIAM H. GRAY III Mgmt For For
1G ELECTION OF DIRECTOR: MARK B. GRIER Mgmt For For
1H ELECTION OF DIRECTOR: JON F. HANSON Mgmt For For
1I ELECTION OF DIRECTOR: CONSTANCE J. HORNER Mgmt For For
1J ELECTION OF DIRECTOR: KARL J. KRAPEK Mgmt For For
1K ELECTION OF DIRECTOR: CHRISTINE A. POON Mgmt For For
1L ELECTION OF DIRECTOR: JOHN R. STRANGFELD Mgmt For For
1M ELECTION OF DIRECTOR: JAMES A. UNRUH Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2010.
03 ADVISORY VOTE ON COMPENSATION POLICIES. Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
RWE AG, ESSEN Agenda Number: 702283540
- --------------------------------------------------------------------------------------------------------------------------
Security: D6629K109
Meeting Type: AGM
Meeting Date: 22-Apr-2010
Ticker:
ISIN: DE0007037129
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting No vote
RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING
PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD.
THANK YOU.
PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS Non-Voting No vote
MEETING IS 01 APR 2010, 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 2009 financial year with
the report of the Supervisory Board, the group
financial statements and group annual report
as well as the report by the Board of Managing
Directors and the proposal for the appropriation
of the distributable profit
2. Resolution on the appropriation of the distributable Mgmt For For
profit of EUR 1,867,507,627.13 as follows:
Payment of a dividend of EUR 3.50 per no-par
share EUR 52,782.62 shall be carried forward
Ex-dividend and payable date: 23 APR 2010
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. Approval of the remuneration system for the Mgmt For For
Board of Managing Directors
6. Appointment of the Auditors for the 2010 FY: Mgmt For For
PricewaterhouseCoopers AG, Essen
7. Appointment of the Auditors for the review of Mgmt For For
the financial report for the first half of
the 2010 FY: PricewaterhouseCoopers AG, Essen
8. Elections to the Supervisory Board: Dr. Dieter Mgmt For For
Zetsche, Frithjof Kuehn, Dr. Wolfgang Schuessel
9. Authorization to acquire own shares to acquire Mgmt For For
own shares of up to 10 % of its share capital,
at a price not deviating more than 10 % from
the market price of the shares, on or before
21 OCT 2011 b) the Board of Managing Directors
shall be authorized to re-tire the shares,
to use the shares for mergers and acquisitions,
to dispose of the shares in a manner other
than through the stock exchange or by way of
a public offer to all shareholders at a price
not materially below the market price of the
shares, to use the shares for satisfying option
and/o r conversion rights, and to offer the
shares to holders of conversion and/or option
rights within the scope of a public offer to
all shareholders
10. Amendments to the Articles of Association a) Mgmt For For
Section 2 (1), in respect of the object of
the Company being adjusted to reflect the Company's
focus on its core business b) Section 10(8)2
deletion CAA] Section 18, in respect of the
shareholders meeting being convened at least
36 days prior to the meeting CBB] Section 15(3),
in respect of the Board of Managing Directors
being authorized to permit shareholders to
participate in a shareholders meeting by the
use of electronic means of communication Section
16(3), in respect of the Board of Managing
Directors being authorized to permit shareholders
to absentee vote at a shareholders meeting
Section 17(2)2, in respect of the shareholders
meeting being transmitted electronically CCC]
Section 16(3), in respect of proxy-voting instructions
being issued in written form unless stipulated
otherwise in the notice of shareholders meeting
11. Approval of the amendments to the existing control Mgmt For For
and profit transfer agreement with the Company’s
subsidiary RWE Supply + Trading GmbH
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.
- --------------------------------------------------------------------------------------------------------------------------
SAMPO PLC, SAMPO Agenda Number: 702250488
- --------------------------------------------------------------------------------------------------------------------------
Security: X75653109
Meeting Type: AGM
Meeting Date: 13-Apr-2010
Ticker:
ISIN: FI0009003305
- --------------------------------------------------------------------------------------------------------------------------
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
1 Opening of the meeting Non-Voting No vote
2 Calling the meeting to order Non-Voting No vote
3 Election of persons to scrutinize the minutes Non-Voting No vote
and to supervise the counting
4 Recording the legality of the meeting Non-Voting No vote
5 Recording the attendance at the meeting and Non-Voting No vote
adoption of the list of votes
6 Presentation of the financial statements, the Non-Voting No vote
Board of Directors' report and the Auditor's
report for 2009
7 Adoption of the accounts Mgmt For For
8 The Board of Directors proposes to the AGM that Mgmt For For
a dividend of EUR 1.00 per share from the
parent Company's distributable assets be paid;
the dividend will be paid to those shareholders
who, on the record date for payment of
dividends, Friday 16 APR 2010 are registered
in the company's shareholder register kept
by Euroclear Finland Ltd.; The Board proposes
to the AGM that the dividend be paid on Friday
23 APR 2010; For those shareholders who have
not transferred their share certificates
to the book-entry system by the record
date for payment of dividends, the dividend
will be paid after the transfer of their
shares to the book-entry system
9 Resolution of the discharge of the Members of Mgmt For For
the Board of Directors and CEO from liability
10 After hearing the major shareholders the Board's Mgmt For For
Nomination and Compensation Committee proposes
to the AGM that the fees of the Members of
the Board of Directors remain unchanged
and that Members of the Board of Directors
be paid the following fees until the close
of the next AGM: the Chairman of the Board
will be paid EUR 160,000, the Vice Chairman
of the Board will be paid EUR 100,000 each,
and the other Members of the Board of Directors
will be paid EUR 80,000 each; Approximately
50% of each Board Member's annual fees, after
deduction of taxes and similar payments, will
be paid in Sampo Plc A shares and the rest
in cash
11 After hearing the major shareholders, the Nomination Mgmt For For
and Compensation Committee proposes
to the AGM that eight Members be elected to
the Board of Directors
12 After hearing the major shareholders, the Nomination Mgmt For For
and Compensation Committee proposes
to the AGM that the current Members of the
Board, Tom Berglund, Anne Brunila, Eira
Palin-Lehtinen, Jukka Pekkarinen, Christoffer
Texell, Veli-Matti Mattila, Matti Vuoria
and Bjorn Wahlroos, be re-elected for a
term continuing until the close of the next
AGM; the Nomination and Compensation Committee
proposes that the Board elect Bjorn Wahlroos
from among their number as the Chairman
of the Board; it is proposed that
Veli-Matti Mattila, Eira Palin-Lehtinen, Christoffer
Taxell, Matti Vuoria and Bjorn Wahlroos be
elected to the Nomination and Compensation
Committee and Tom Berglund, Jukka Pekkarinen
and Christoffer Taxell be elected to the Audit
Committee; the CV's of the persons proposed
as Board members and the evaluation
of their independence pursuant to the finish
corporate governance code are available at
the address www.sampo.com/board
13 The Board's Audit Committee proposes to the Mgmt For For
AGM that compensation to be paid to the Company's
Auditor on the basis of reasonable invoicing;,
the Audit Committee states that its proposal
is based on the fact that the accounting
firm Ernst & Young was the Sampo Group's Auditor
in 2009; the fees paid to the Auditor for
services rendered and invoiced in 2009 totalled
EUR 2,141,427; in addition the accounting
firm was paid a total of EUR 223,583 in fees
for non-audit services rendered and invoiced
14 The Board's Audit Committee proposes that Ernst Mgmt For For
& Young Oy be elected as the Company's Auditor
until the close of the next AGM, Ernst & Young
Oy has nominated Heikki Ilkka, APA as
the principally responsible Auditor, if the
AGM chooses Ernst & Young Oy to continue
as the Company's Auditor
15 The Board of Directors proposes that the AGM Mgmt For For
authorize the Board to decide on repurchasing
Sampo A shares using funds available for profit
distribution; Sampo A shares can be repurchased
in one or more lots up to a total of
50,000,000 shares; Sampo shares can be repurchased
in other proportion than the shareholders
proportional shareholdings private repurchase
; the share price will be no higher than
the highest price paid for Sampo shares in
public trading at the time of the purchase;
however, in implementing the repurchase
of Sampo shares, normal derivatives, stock
lending or other contracts may also
be entered into within the legal and regulatory
limits, at the price determined by the market;
the holder of all Sampo B shares has given
consent to the repurchase of A shares; it is
proposed that the authorization will
be valid until the close of the next AGM provided
that this is not more than 18 months from
the AGM'S decision
16 The Board of Directors proposes to the AGM that Mgmt For For
the AGM resolve to amend Section 12 of
the Articles of Association as a result of
the amendments to Section 19 of the Finnish
Limited Liability Companies Act 624/2006
that entered into force on 03 AUG 2009
and 31 DEC 2009; it is proposed that
Section 12 of the Articles of Association
be amended to make it correspond with the
current wording and provisions of the Limited
Liability Companies Act, Section 12 of the
Articles of Association will be amended as
follows: Section 12 "the AGM must be held
before the end of JUN on a date set by the
Board of CONTD.
- - CONTD. Directors; a notice of the General Meeting Non-Voting No vote
must be published in at least one newspaper
designated by the Board of Directors and in
circulation in Helsinki, no later than three
weeks before the AGM and no later than nine
days before the record date of the AGM referred
to in the limited liability Companies Act
Chapter 4, Section 2, Subsection 2; the manner
in which other information is to be conveyed
to shareholders will be determined by the Board
of Directors separately in each case
17 Closing of the meeting Non-Voting No vote
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF RECORD DATE. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
SCHERING-PLOUGH CORPORATION Agenda Number: 933118540
- --------------------------------------------------------------------------------------------------------------------------
Security: 806605101
Meeting Type: Special
Meeting Date: 07-Aug-2009
Ticker: SGP
ISIN: US8066051017
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED Mgmt For For
AS OF MARCH 8, 2009, BY AND AMONG MERCK & CO.,
INC., SCHERING-PLOUGH CORPORATION, SP MERGER
SUBSIDIARY ONE, INC., AND SP MERGER SUBSIDIARY
TWO, INC., AS IT MAY BE AMENDED (THE "MERGER
AGREEMENT") AND THE ISSUANCE OF SHARES OF COMMON
STOCK IN THE MERGER CONTEMPLATED BY THE MERGER
AGREEMENT.
02 APPROVE ANY ADJOURNMENT OF THE SCHERING-PLOUGH Mgmt For For
SPECIAL MEETING (INCLUDING, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT
SUFFICIENT VOTES TO APPROVE THE MERGER AGREEMENT
AND THE ISSUANCE OF SHARES OF COMMON STOCK
IN THE MERGER).
- --------------------------------------------------------------------------------------------------------------------------
SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.) Agenda Number: 933201395
- --------------------------------------------------------------------------------------------------------------------------
Security: 806857108
Meeting Type: Annual
Meeting Date: 07-Apr-2010
Ticker: SLB
ISIN: AN8068571086
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
P. CAMUS Mgmt For For
J.S. GORELICK Mgmt For For
A. GOULD Mgmt For For
T. ISAAC Mgmt For For
N. KUDRYAVTSEV Mgmt For For
A. LAJOUS Mgmt For For
M.E. MARKS Mgmt For For
L.R. REIF Mgmt For For
T.I. SANDVOLD Mgmt For For
H. SEYDOUX Mgmt For For
P. CURRIE Mgmt For For
K.V. KAMATH Mgmt For For
02 PROPOSAL TO ADOPT AND APPROVE FINANCIALS AND Mgmt For For
DIVIDENDS.
03 PROPOSAL TO APPROVE THE ADOPTION OF THE SCHLUMBERGER Mgmt For For
2010 STOCK INCENTIVE PLAN.
04 PROPOSAL TO APPROVE THE ADOPTION OF AN AMENDMENT Mgmt For For
TO THE SCHLUMBERGER DISCOUNTED STOCK PURCHASE
PLAN.
05 PROPOSAL TO APPROVE INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM.
- --------------------------------------------------------------------------------------------------------------------------
SEVERN TRENT PLC, BIRMIMGHAM Agenda Number: 702022764
- --------------------------------------------------------------------------------------------------------------------------
Security: G8056D159
Meeting Type: AGM
Meeting Date: 21-Jul-2009
Ticker:
ISIN: GB00B1FH8J72
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the report and accounts Mgmt For For
2. Declare a final dividend Mgmt For For
3. Approve the Directors remuneration report for Mgmt For For
the YE 31 MAR 2009
4. Re-appoint Mr. Tony Ballance Mgmt For For
5. Re-appoint Sir John Egan Mgmt For For
6. Re-appoint Mr. Gordon Fryett Mgmt For For
7. Re-appoint Mr. Tony Wray Mgmt For For
8. Re-appoint the Auditors Mgmt For For
9. Grant authority for political donations Mgmt For For
10. Approve to increase the authorized share capital Mgmt For For
11. Grant authority to allot the shares Mgmt For For
S.12 Approve to disapply pre-emption rights Mgmt For For
S.13 Grant authority to purchase of own shares Mgmt For For
S.14 Approve to reduce notice period for general Mgmt For For
meetings
15. Approve to renew the Severn Trent Sharesave Mgmt For For
Scheme
16. Approve the Severn Trent share Matching Plan Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
SOUTHERN COPPER CORPORATION Agenda Number: 933230586
- --------------------------------------------------------------------------------------------------------------------------
Security: 84265V105
Meeting Type: Annual
Meeting Date: 29-Apr-2010
Ticker: SCCO
ISIN: US84265V1052
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GERMAN LARREA MOTA-V. Mgmt Withheld Against
OSCAR GONZALEZ ROCHA Mgmt Withheld Against
EMILIO CARRILLO GAMBOA Mgmt For For
ALFREDO CASAR PEREZ Mgmt Withheld Against
A. DE LA PARRA ZAVALA Mgmt Withheld Against
X. GARCIA DE QUEVEDO T. Mgmt Withheld Against
GENARO LARREA MOTA V. Mgmt Withheld Against
D. MUNIZ QUINTANILLA Mgmt Withheld Against
ARMANDO ORTEGA GOMEZ Mgmt Withheld Against
L.M. PALOMINO BONILLA Mgmt For For
G.PEREZALONSO CIFUENTES Mgmt Withheld Against
JUAN REBOLLEDO GOUT Mgmt Withheld Against
CARLOS RUIZ SACRISTAN Mgmt For For
LUIS TELLEZ KUENZLER Mgmt For For
02 RATIFY THE AUDIT COMMITTEE'S SELECTION OF GALAZ, Mgmt For For
YAMAZAKI, RUIZ URQUIZA, S.C., MEMBER FIRM OF
DELOITTE TOUCHE TOHMATSU AS INDEPENDENT ACCOUNTANTS
FOR 2010.
- --------------------------------------------------------------------------------------------------------------------------
TELIASONERA AB, STOCKHOLM Agenda Number: 702287891
- --------------------------------------------------------------------------------------------------------------------------
Security: W95890104
Meeting Type: AGM
Meeting Date: 07-Apr-2010
Ticker:
ISIN: SE0000667925
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No vote
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION
TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE
TO BE LODGED
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN Non-Voting No vote
ACCEPT ABSTAIN AS A VALID VOTE OPTION. THANK
YOU
Opening of the annual general meeting Non-Voting No vote
1. Election of Sven Unger, Attorney-at-law as the Mgmt For For
Chairperson of the meeting
2. Preparation and approval of voting register Mgmt For For
3. Adoption of agenda Mgmt For For
4. Election of two persons to check the meeting Mgmt For For
minutes along with the Chairperson
5. Confirmation that the meeting has been duly Mgmt For For
and properly convened
6. Presentation of the annual report and Auditor's Non-Voting No vote
report, consolidated financial statements and
Group Auditor's report for 2009. speech by
President and Chief Executive Officer Lars
Nyberg in connection herewith and a description
of the Board of Directors work during 2009
7. Resolution to adopt the income statement, balance Mgmt For For
sheet, consolidated income statement and consolidated
balance sheet for 2009
8. The Board of Directors proposes that a dividend Mgmt For For
of SEK 2.25 per share shall be distributed
to the shareholders, and that 12 APR 2010 shall
be set as the record date for the dividend,
if the AGM adopts this proposal, it is estimated
that disbursement from Euroclear Sweden AB
will take place on 15 APR 2010
9. Resolution concerning discharging of Members Mgmt For For
of the Board of Directors and the President
from personal liability towards the Company
for the administration of the Company in 2009
10. Resolution concerning number of Board Members: Mgmt For For
8 with No Deputy Board Members
11. Remuneration to the Board of Directors: remuneration Mgmt For For
to the Board of Directors until the next AGM
would be SEK 1,000,000 to the Chairman, SEK
425,000 to each other board member elected
by the Annual General Meeting. The chairman
of the Board's Audit Committee would receive
remuneration of SEK 150,000 and other Members
of the Audit Committee would receive SEK 100,000
each, and the Chairman of the Board's remuneration
Committee would receive SEK 40,000 and other
Members of the remuneration Committee would
receive SEK 20,000 each, the remuneration proposed
is the same as for the previous period
12. Re-election of Maija-Liisa Friman, Conny Karlsson, Mgmt For For
Timo Peltola, Lars Renstrom and Jon Risfelt.
new election of Ingrid Jonasson Blank, Anders
Narvinger and Per-Arne Sandstrom. a presentation
of the candidates nominated by the Nomination
Committee for election to the Board of Directors
is available at the website of TeliaSonera,
www.teliasonera.com, see section Investor Relations,
and will be available at the annual general
meeting. the election will be preceded by information
from the chairperson concerning positions held
in other companies by the candidates
13. Election of Anders Narvinger Chairman of the Mgmt For For
Board of Directors
14. Re-election of Kari Jarvinen [Finnish State Mgmt For For
via Solidium Oy], KG Lindvall [Swedbank Robur
Funds] and Lennart Ribohn [SEB Funds/SEB-Trygg
Insurance]. New election of Bjorn Mikkelsen
[Swedish State] and Anders Narvinger [Chairman
of the Board of Directors]
15.A The Board of Directors' proposal regarding guidelines Mgmt For For
for remuneration to the executive management
the Board of Directors' proposal in essence:
the TeliaSonera objective is to maximize the
effectiveness of cash and equity in remuneration
programs to attract, retain and motivate high
calibre executives needed to maintain the success
of the business. Remuneration should be built
upon a total reward approach allowing for a
market relevant but not market leading and
cost effective executive remuneration delivery
based on the components base salary, variable
pay, pension and other benefits; the base salary
should reflect the competence required, responsibility,
complexity and business contribution of the
executive; the base salary should also reflect
the performance of the employee and consequently
be individual and differentiated; TeliaSonera
may have annual and long term variable pay
programs; a variable pay program should reflect
the EU Commission recommendation 2009/3177/EG
and the Swedish Code of Corporate Governance;
variable pay programs should contain criteria
which are supporting an increased shareholder
value and should have a defined ceiling in
relation to the executive's annual base salary;
a program should have a set of pre-determined
objectives, which are measurable and for each
variable pay objective it should be stated
what performance is required to reach the starting
point (minimum requirement for payout) and
what performance is required to reach the maximum
(cap); an annual variable pay program should
reward performance measured over a maximum
period of 12 months, should ensure the long-term
sustainability of the Company and be capped
to a maximum of the executive's annual base
salary of 40 percent; the objectives should
be designed in such a way which allows the
executive to reach the threshold for a solid
performance, the target level for a performance
meeting expectations and the maximum level
for an exceptional performance; a long-term
variable pay program should ensure long-term
sustainability of the Company, secure a joint
interest in increased shareholder value and
provide an alignment between senior management
and the shareholders by sharing risks and rewards
of the TeliaSonera share price; the program
may be annually repeated and shall reward performance
measured over a minimum of a three year period,
be capped to a maximum of 50 percent per annum
of the annual base salary and should be equity
based (invested and delivered in TeliaSonera
shares with the ambition that the employee
should remain shareholders also after vesting);
a prerequisite for payout from such a program
is the continuous employment at the end of
the earnings period. Approximately 100 Members
of the senior management may be eligible to
a long-term variable pay program out of which
approximately 10 belongs to the group executive
management; the program measures performance
over a minimum 3 year period in relation to
Earnings Per Share (EPS) weight 50 percent
and total shareholders return (TSR) compared
to a corresponding TSR development of a pre-defined
peer-group of companies weight 50 percent the
prevalence of a long-term variable pay program
is subject to the approval of the annual shareholders'
meeting of the Company; If extraordinary circumstances
occur the Board shall have the discretionary
right to adjust variable salary payments; the
Board shall reserve the right to reclaim variable
components of remuneration that were awarded
on the basis of data which subsequently proved
to be manifestly misstated. Retirement benefits
shall be based on the defined contribution
method; pensionable salary is the base salary;
the executive may be entitled to a company
car or other similar benefit; the termination
period for the executive management may be
up to six month given from the employee and
12 months from the employer (for the CEO 6
months); in case of termination from the Company
the executive may be entitled to a severance
payment of up to 12 months (for the CEO 24
months); severance pay shall be paid on a monthly
basis in amounts equal to the base salary;
the severance pay shall not constitute a basis
for calculation of holiday pay or pension benefits
and shall be reduced if the executive has a
new employment or conducts his own business;
the executive may be covered by health care
provisions, travel insurance etc; in accordance
with local labour market practice; the Board
is allowed to make minor deviations on an individual
basis from the principles stated above
15.B PLEASE NOTE THAT THIS IS A SHAREHOLDER'S PROPOSAL: Shr Against For
The Swedish State's proposal regarding guidelines
for remuneration to the executive Management
Proposal from the Swedish State: TeliaSonera's
objective is to offer remuneration levels and
other employment conditions required to attract,
retain and motivate high caliber executives
needed to maintain the success of the business;
The executive management will not be able to
receive annual variable pay or participate
in long term variable pay programs; with this
exception, the Swedish State's proposal includes
in essence the same elements as described in
item 15 (a) above
16. The Board of Directors proposes that the Annual Mgmt For For
General Meeting authorize the Board of Directors
to resolve, on one or more occasions prior
to the 2011 Annual General Meeting, on acquisitions
of own shares, which may take place both on
Nasdaq OMX Stockholm and/or Nasdaq OMX Helsingfors
and in accordance with an offer to acquire
shares directed to all shareholders or through
a combination of these two alternatives; the
maximum number of shares to be acquired shall
be such that the Company's holding from time
to time does not exceed 10 percent of all shares
in the Company; Acquisitions of shares on Nasdaq
OMX Stockholm and/or Nasdaq OMX Helsinki may
only be made at a price within the spread between
the highest bid price and lowest ask price
prevailing from time to time on the exchanges;
acquisitions of shares by way of offers to
acquire shares directed to all the Company's
shareholders may take place at an acquisition
price which exceeds the prevailing market price.
It will thereupon be possible, by means of
detachable and tradable sales rights (Sw. saljratter),
for the shareholders to enjoy the value of
the premium which may arise as a consequence
of the Company acquiring shares at a price
in excess of the market price for the share.
In order to compensate shareholders who neither
sell sales rights nor participate in the acquisition
offer, for their non-exercised sales rights,
a bank or another financial institution that
may be appointed by the Company shall, upon
expiry of the application period but otherwise
in accordance with the terms and conditions
of the acquisition offer, be entitled to transfer
shares to the Company and to pay compensation,
amounting to the value of the non-exercised
sales rights less the banks costs, to the shareholders
concerned. However, the compensation payable
may not exceed the compensation that may be
paid per sales right in the event of an offer
of commission-free sale of sales rights. In
the event foreign legal and/or administrative
rules significantly impede implementation of
an acquisition offer in a particular country,
the Board of Directors or a party appointed
by the Board of Directors, shall be entitled
to effect a sale of sales rights on behalf
of the shareholders concerned and shall, instead,
pay the cash amount received upon a sale carried
out with due care, less costs incurred. The
Board of Directors shall be entitled to decide
on other terms and conditions for the acquisition;
The purpose of the proposal above is to provide
the Board of Directors with an instrument to
adapt and improve the Company's capital structure
and thereby create added value for the shareholders;
The Board of Directors also intends to propose
that future Annual General Meetings of the
Company authorize the Board of Directors to
resolve on acquisitions of own shares on terms
and conditions that are materially equivalent
to those set forth above, at present, the Company
does not hold any own shares; the Board of
Directors intends to propose the 2011 Annual
General Meeting to cancel those own shares
through a reduction of the Company's share
capital without repayment to the shareholders
17.A The Board of Directors' proposal in essence: Mgmt For For
[a] Implementation of a long-term incentive
program 2010/2013 The proposed long-term incentive
program for 2010/2013 [Performance Share Program
2010/2013] shall comprise approximately 100
senior executives within the TeliaSonera group
of Companies [the Group] and in total no more
than 1,560,000 TeliaSonera shares may be transferred
to participants in the program upon fulfilment
of the performance conditions set out in the
program [Performance Shares]; The maximum number
of Performance Shares that finally may be allotted,
corresponds to approximately 0.03 percent of
the total number of outstanding shares in the
Company; the Board of Directors intends to
propose forthcoming annual general meetings
to implement performance-based share programs
on similar conditions that apply to the now
proposed program; Participants in the program
shall be given the opportunity to, provided
that certain performance conditions, consisting
of financial targets linked to EPS [Earnings
Per Share] and TSR [Total Shareholder Return],
are met during the three financial years 2010-2012
[the Performance Period], receive without consideration
final allotments of Performance Shares; participation
in the program requires that the participants
have invested in or allocated to the program
TeliaSonera shares [Saving Shares] corresponding
to a value of two (2) percent of a participant's
annual gross base salary [i.e. before taxes]
per year-end 2009 or, if a participant has
been employed thereafter, the calculated annual
gross base salary for 2010 [the Base Salary],
saving shares shall normally be acquired or
allocated to the program during a period of
approximately two weeks following the publication
of the Company's Interim Report for the first
quarter 2010, but in the event of new recruitments
thereafter, participation in the program may
be offered and acquisition or allocation of
Saving Shares may take place until the end
of August 2010; a condition for final allotments
of performance shares shall normally be that
the participant has been employed within the
Group during the whole period from entering
into the program until the day of publication
of the Company's Interim Report for the first
quarter 2013 (the Vesting Period) and that
all saving shares held by a participant have
been kept during such period; maximum preliminary
allotments of Performance Shares for each of
the financial years 2010, 2011 and 2012 based
on the EPS targets, shall amount to the number
of performance shares corresponding to approximately
6.67 percent of the Base Salary for each member
of the Group Management or, alternatively,
5.00 per cent of the base salary for each other
manager, in both cases, divided by the average
share price during December of the Company’s
share on the Nasdaq OMX Stockholm official
price list each of the years 2009, 2010 and
2011; maximum allotments of performance shares
based on the TSR target shall amount to the
number of performance shares corresponding
to 20 percent of the base salary for each Member
of the Group Management or, alternatively,
15 percent of the base salary for each other
manager, in both cases, divided by the average
share price during December of the Company's
share on the Nasdaq OMX Stockholm official
price list year 2009; the targets for EPS based
allotments as well as TSR based allotments
of Performance Shares, shall include a minimum
level, which must be exceeded in order for
any allotment to occur at all, as well as a
maximum level in excess of which no additional
allotment will occur, should lower targets
than the maximum level be achieved, a lower
number of Performance Shares will be allotted,
final allotments of Performance Shares will
take place following the publication of the
Company's Interim Report for the first quarter
2013, recalculation of final allotments of
Performance Shares shall take place in the
event of an intervening bonus issue, split,
preferential rights issue and/or other similar
events. In addition, the maximum financial
outcome for a participant, and the maximum
number of Performance shares to be finally
allotted, shall be capped at a value corresponding
to 50 percent of the Base Salary of each member
of the Group Management and 37,5 percent of
the Base Salary of each other manager, upon
termination of the employment within the Group
during the vesting period, the right to receive
final allotments of performance shares normally
lapses, in addition to what is set out above,
the Board of Directors shall under certain
circumstances be entitled to reduce final allotments
of performance shares or, wholly or partially,
terminate performance share program 2010/2013
in advance and to make such local adjustments
of the program that may be necessary to implement
the program with reasonable administrative
costs and efforts in the concerned jurisdictions,
including, inter alia, to offer cash settlement
as well as to waive the requirement for investing
in or allocating saving shares to the program
for participants in such jurisdictions
17.B The Board of Directors has considered two alternative Mgmt For For
hedging methods for Performance Program 2010/2013;
either a hedging arrangement with a bank or
other financial institution securing delivery
of shares under the program or transfers of
shares held by the Company itself to participants
in Performance Share Program 2010/2013; the
Board of Directors considers the latter alternative
as its main alternative, however, should the
annual general meeting not approve the proposed
transfer of shares held by the Company itself,
the Board of Directors may enter into a hedging
arrangement set out above with a third party
to hedge the obligations of the Company under
the program. Based on the above conditions,
the Board of Directors proposes that no more
than 1,560,000 TeliaSonera shares may be transferred
to participants in Performance Share Program
2010/2013 as performance shares, entitled to
receive allotments of performance shares without
consideration shall be such persons within
the Group being participants in Performance
Share Program 2010/2013. Further, subsidiaries
shall be entitled to acquire shares without
consideration, in which case such Company shall
be obliged, pursuant to the terms and conditions
of Performance Share Program 2010/2013, to
immediately transfer the shares to such persons
within the Group that participate in performance
share program 2010/2013, transfers of shares
shall be made without consideration at the
time and on such additional terms and conditions
that participants in Performance Share Program
2010/2013 are entitled to receive final allotment
of shares, the number of shares that may be
transferred shall be subject to recalculation
in the event of an intervening bonus issue,
split, preferential rights issue and/or other
similar events
Closing of the annual general meeting Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
THE HOME DEPOT, INC. Agenda Number: 933228226
- --------------------------------------------------------------------------------------------------------------------------
Security: 437076102
Meeting Type: Annual
Meeting Date: 20-May-2010
Ticker: HD
ISIN: US4370761029
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: F. DUANE ACKERMAN Mgmt For For
1B ELECTION OF DIRECTOR: DAVID H. BATCHELDER Mgmt For For
1C ELECTION OF DIRECTOR: FRANCIS S. BLAKE Mgmt For For
1D ELECTION OF DIRECTOR: ARI BOUSBIB Mgmt For For
1E ELECTION OF DIRECTOR: GREGORY D. BRENNEMAN Mgmt For For
1F ELECTION OF DIRECTOR: ALBERT P. CAREY Mgmt For For
1G ELECTION OF DIRECTOR: ARMANDO CODINA Mgmt For For
1H ELECTION OF DIRECTOR: BONNIE G. HILL Mgmt For For
1I ELECTION OF DIRECTOR: KAREN L. KATEN Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP Mgmt For For
03 PROPOSAL TO APPROVE THE MATERIAL TERMS OF PERFORMANCE Mgmt For For
GOALS FOR QUALIFIED PERFORMANCE-BASED AWARDS
UNDER THE HOME DEPOT, INC. 2005 OMNIBUS STOCK
INCENTIVE PLAN
04 SHAREHOLDER PROPOSAL REGARDING CUMULATIVE VOTING Shr Against For
05 SHAREHOLDER PROPOSAL REGARDING EXECUTIVE OFFICER Shr For Against
COMPENSATION
06 SHAREHOLDER PROPOSAL REGARDING SPECIAL SHAREHOLDER Shr For Against
MEETINGS
07 SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER ACTION Shr For Against
BY WRITTEN CONSENT
08 SHAREHOLDER PROPOSAL REGARDING INDEPENDENT CHAIRMAN Shr Against For
OF THE BOARD
09 SHAREHOLDER PROPOSAL REGARDING EMPLOYMENT DIVERSITY Shr Against For
REPORT
10 SHAREHOLDER PROPOSAL REGARDING REINCORPORATION Shr Against For
IN NORTH DAKOTA
- --------------------------------------------------------------------------------------------------------------------------
THE PROCTER & GAMBLE COMPANY Agenda Number: 933134241
- --------------------------------------------------------------------------------------------------------------------------
Security: 742718109
Meeting Type: Annual
Meeting Date: 13-Oct-2009
Ticker: PG
ISIN: US7427181091
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: KENNETH I. CHENAULT Mgmt For For
1B ELECTION OF DIRECTOR: SCOTT D. COOK Mgmt For For
1C ELECTION OF DIRECTOR: RAJAT K. GUPTA Mgmt For For
1D ELECTION OF DIRECTOR: A.G. LAFLEY Mgmt For For
1E ELECTION OF DIRECTOR: CHARLES R. LEE Mgmt For For
1F ELECTION OF DIRECTOR: LYNN M. MARTIN Mgmt For For
1G ELECTION OF DIRECTOR: ROBERT A. MCDONALD Mgmt For For
1H ELECTION OF DIRECTOR: W. JAMES MCNERNEY, JR. Mgmt For For
1I ELECTION OF DIRECTOR: JOHNATHAN A. RODGERS Mgmt For For
1J ELECTION OF DIRECTOR: RALPH SNYDERMAN, M.D. Mgmt For For
1K ELECTION OF DIRECTOR: MARY AGNES WILDEROTTER Mgmt For For
1L ELECTION OF DIRECTOR: PATRICIA A. WOERTZ Mgmt For For
1M ELECTION OF DIRECTOR: ERNESTO ZEDILLO Mgmt For For
02 RATIFY APPOINTMENT OF THE INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM
03 AMEND THE COMPANY'S CODE OF REGULATIONS Mgmt For For
04 APPROVE THE PROCTER & GAMBLE 2009 STOCK AND Mgmt For For
INCENTIVE COMPENSATION PLAN
05 SHAREHOLDER PROPOSAL #1 - CUMULATIVE VOTING Shr Against For
06 SHAREHOLDER PROPOSAL #2 - ADVISORY VOTE ON EXECUTIVE Shr For Against
COMPENSATION
- --------------------------------------------------------------------------------------------------------------------------
TOTAL S A Agenda Number: 702420097
- --------------------------------------------------------------------------------------------------------------------------
Security: F92124100
Meeting Type: MIX
Meeting Date: 21-May-2010
Ticker:
ISIN: FR0000120271
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
"French Resident Shareowners must complete, Non-Voting No vote
sign and forward the Proxy Card directly to
the sub custodian. Please contact your Client
Service Representative to obtain the necessary
card, account details and directions. The following
applies to Non-Resident Shareowners: Proxy
Cards: Voting instructions will be forwarded
to the Global Custodians that have become Registered
Intermediaries, on the Vote Deadline Date.
In capacity as Registered Intermediary, the
Global Custodian will sign the Proxy Card and
forward to the local custodian. If you are
unsure whether your Global Custodian acts as
Registered Intermediary, please contact your
representative"
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 694699 DUE TO CHANGE IN VOTING STATUS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON THE
MATERIAL URL LINK-https://balo.journal-officiel.gouv.fr/pdf/2010/0226/201002261000408.pdf
O.1 Approve the Company's financial statements Mgmt For For
O.2 Approve the consolidated financial statements Mgmt For For
O.3 Approve the allocation of the profit, setting Mgmt For For
of the dividend
O.4 Approve the Agreements pursuant to Article L. Mgmt For For
225-38 of the Commercial Code
O.5 Approve the commitments pursuant to Article Mgmt Against Against
L. 225-42 of the Commercial Code
O.6 Authorize the Board of Directors to proceed Mgmt For For
with the Company's shares
O.7 Approve the renewal of Mr. Thierry Desmarest's Mgmt For For
term as Board Member
O.8 Approve the renewal of Mr. Thierry de Rudder's Mgmt Against Against
term as Board Member
O.9 Appointment of Mr. Gunnar Brock as a Board Member Mgmt For For
O.10 Appointment of Mr. Claude Clement as a Board Mgmt For For
Member to represent the Employees Shareholders
pursuant to Article 11 of the Statutes
O.11 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Appointment as Director, Mr. Philippe
Marchandise representing the Employees who
are shareholders of the Company for a 3-year
period [In accordance with Article 11 of the
bylaws, only one of the recommended Directors
in resolutions 10, 11 and 12 will be elected]
O.12 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Appointment as Director, Mr. Mohammed
Zaki representing the Employees who are shareholders
of the Company for a 3-year period [In accordance
with Article 11 of the bylaws, only one of
the recommended Directors in resolutions 10,
11 and 12 will be elected]
O.13 Approve the renewal of the Cabinet Ernst and Mgmt For For
Young Audit as permanent statutory Auditor
O.14 Approve the Cabinet KPMG Audit as permanent Mgmt For For
statutory Auditor
O.15 Appointment of Cabinet Auditex as the substitute Mgmt For For
statutory Auditor
O.16 Appointment of Cabinet KPMG Audit I.S. as the Mgmt For For
substitute statutory Auditor
E.17 Authorize the Board of Directors to increase Mgmt For For
the capital with preferential subscription
rights of the Shareholders, by issuing common
shares or any securities giving access to the
capital by incorporation of premiums, reserves,
profits or others
E.18 Authorize the Board of Directors to increase Mgmt For For
the capital by issuing common shares or any
securities giving access to the capital, with
cancellation of preferential subscription rights
E.19 Authorize the Board of Directors to increase Mgmt For For
the capital by issuing common shares or any
securities giving access to the capital as
remuneration for the contributions in kind
granted to the Company
E.20 Authorize the Board of Directors to increase Mgmt For For
the capital in accordance to Article L. 3332-18
et seq. of the Code of Labor
E.21 Approve the authorization to grant options to Mgmt For For
subscribe or purchase Company's shares to some
Collaborators of the group as well as to Officers
of the Company or Companies of the group
E.A PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Approve to add a new paragraph to
the end of Article 9 of the Articles of Association
as specified
- --------------------------------------------------------------------------------------------------------------------------
TOTAL S.A. Agenda Number: 933256489
- --------------------------------------------------------------------------------------------------------------------------
Security: 89151E109
Meeting Type: Annual
Meeting Date: 21-May-2010
Ticker: TOT
ISIN: US89151E1091
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
O1 APPROVAL OF PARENT COMPANY FINANCIAL STATEMENTS Mgmt For For
DATED DECEMBER 31, 2009.
O2 APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS Mgmt For For
DATED DECEMBER 31, 2009.
O3 ALLOCATION OF EARNINGS, DECLARATION OF DIVIDEND. Mgmt For For
O4 AGREEMENTS COVERED BY ARTICLE L.225-38 OF THE Mgmt For For
FRENCH COMMERCIAL CODE.
O5 COMMITMENTS UNDER ARTICLE L.225-42-1 OF THE Mgmt Against Against
FRENCH COMMERCIAL CODE, CONCERNING MR. CHRISTOPHE
DE MARGERIE.
O6 AUTHORIZATION FOR THE BOARD OF DIRECTORS TO Mgmt For For
TRADE IN SHARES OF THE COMPANY.
O7 RENEWAL OF THE APPOINTMENT OF MR. THIERRY DESMAREST Mgmt For For
AS A DIRECTOR.
O8 RENEWAL OF THE APPOINTMENT OF MR. THIERRY DE Mgmt Against Against
RUDDER AS A DIRECTOR.
O9 APPOINTMENT OF MR. GUNNAR BROCK AS A DIRECTOR. Mgmt For For
O13 RENEWAL OF THE APPOINTMENT OF ERNST AND YOUNG Mgmt For For
AUDIT AS STATUTORY AUDITORS.
O14 RENEWAL OF THE APPOINTMENT OF KPMG AUDIT (A Mgmt For For
DIVISION OF KPMG S.A.) AS STATUTORY AUDITORS.
O15 APPOINTMENT OF AUDITEX AS ALTERNATE AUDITORS. Mgmt For For
O16 APPOINTMENT OF KPMG AUDIT IS AS ALTERNATE AUDITOR. Mgmt For For
E17 SHARE CAPITAL INCREASES WITH PREFERENTIAL SUBSCRIPTION Mgmt For For
RIGHTS.
E18 SHARE CAPITAL INCREASES BY PUBLIC OFFERING WITHOUT Mgmt For For
PREFERENTIAL SUBSCRIPTION RIGHTS.
E19 SHARE CAPITAL INCREASES IN EXCHANGE FOR EQUITY Mgmt For For
SECURITIES CONTRIBUTED TO THE COMPANY.
E20 SHARE CAPITAL INCREASES BY THE ISSUANCE OF COMMON Mgmt For For
SHARES RESERVED TO EMPLOYEES.
E21 ALLOCATION OF STOCK OPTIONS. Mgmt For For
A AMENDMENT OF THE ARTICLES OF ASSOCIATION CONCERNING Shr Against For
THE PUBLICATION OF THE INTERNAL CHARTERS FOR
COLLECTIVE INVESTMENT FUNDS WHOSE ASSETS ARE
MORE THAN 0.5% OF THE CAPITAL OF THE COMPANY.
Z PLEASE BE ADVISED YOU MAY VOTE ONLY ON ONE OF Mgmt For
THE FOLLOWING: FOR PROPOSAL 10 VOTE "FOR" APPOINTMENT
OF A DIRECTOR REPRESENTING EMPLOYEE SHAREHOLDERS
MR: CLAUDE CLEMENTE FOR PROPOSAL 11 VOTE "AGAINST"
APPOINTMENT OF A DIRECTOR REPRESENTING EMPLOYEE
SHAREHOLDERS MR: PHILIPPE MARCHANDISE FOR PROPOSAL
12 VOTE "ABSTAIN" APPOINTMENT OF A DIRECTOR
REPRESENTING EMPLOYEE SHAREHOLDERS MR. MOHAMMED
ZAKI
- --------------------------------------------------------------------------------------------------------------------------
U.S. BANCORP Agenda Number: 933203159
- --------------------------------------------------------------------------------------------------------------------------
Security: 902973304
Meeting Type: Annual
Meeting Date: 20-Apr-2010
Ticker: USB
ISIN: US9029733048
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: DOUGLAS M. BAKER, JR. Mgmt For For
1B ELECTION OF DIRECTOR: Y. MARC BELTON Mgmt For For
1C ELECTION OF DIRECTOR: VICTORIA BUYNISKI GLUCKMAN Mgmt For For
1D ELECTION OF DIRECTOR: ARTHUR D. COLLINS, JR. Mgmt For For
1E ELECTION OF DIRECTOR: RICHARD K. DAVIS Mgmt For For
1F ELECTION OF DIRECTOR: JOEL W. JOHNSON Mgmt For For
1G ELECTION OF DIRECTOR: OLIVIA F. KIRTLEY Mgmt For For
1H ELECTION OF DIRECTOR: JERRY W. LEVIN Mgmt For For
1I ELECTION OF DIRECTOR: DAVID B. O'MALEY Mgmt For For
1J ELECTION OF DIRECTOR: O'DELL M. OWENS, M.D., Mgmt For For
M.P.H.
1K ELECTION OF DIRECTOR: RICHARD G. REITEN Mgmt For For
1L ELECTION OF DIRECTOR: CRAIG D. SCHNUCK Mgmt For For
1M ELECTION OF DIRECTOR: PATRICK T. STOKES Mgmt For For
02 RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT Mgmt For For
AUDITOR FOR THE 2010 FISCAL YEAR.
03 APPROVAL OF THE U.S. BANCORP AMENDED AND RESTATED Mgmt For For
2007 STOCK INCENTIVE PLAN.
04 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION Mgmt For For
PROGRAM.
- --------------------------------------------------------------------------------------------------------------------------
UNION PACIFIC CORPORATION Agenda Number: 933230411
- --------------------------------------------------------------------------------------------------------------------------
Security: 907818108
Meeting Type: Annual
Meeting Date: 06-May-2010
Ticker: UNP
ISIN: US9078181081
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: A.H. CARD, JR. Mgmt For For
1B ELECTION OF DIRECTOR: E.B. DAVIS, JR. Mgmt For For
1C ELECTION OF DIRECTOR: T.J. DONOHUE Mgmt For For
1D ELECTION OF DIRECTOR: A.W. DUNHAM Mgmt For For
1E ELECTION OF DIRECTOR: J.R. HOPE Mgmt For For
1F ELECTION OF DIRECTOR: C.C. KRULAK Mgmt For For
1G ELECTION OF DIRECTOR: M.R. MCCARTHY Mgmt For For
1H ELECTION OF DIRECTOR: M.W. MCCONNELL Mgmt For For
1I ELECTION OF DIRECTOR: T.F. MCLARTY III Mgmt For For
1J ELECTION OF DIRECTOR: S.R. ROGEL Mgmt For For
1K ELECTION OF DIRECTOR: J.H. VILLARREAL Mgmt For For
1L ELECTION OF DIRECTOR: J.R. YOUNG Mgmt For For
02 APPOINTMENT OF DELOITTE & TOUCHE AS THE INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM.
03 SHAREHOLDER PROPOSAL REGARDING INDEPENDENT CHAIRMAN. Shr Against For
04 SHAREHOLDER PROPOSAL REGARDING SUPERMAJORITY Shr For Against
VOTING.
- --------------------------------------------------------------------------------------------------------------------------
UNITED UTILITIES GROUP PLC, WARRINGTON Agenda Number: 702036181
- --------------------------------------------------------------------------------------------------------------------------
Security: G92755100
Meeting Type: AGM
Meeting Date: 24-Jul-2009
Ticker:
ISIN: GB00B39J2M42
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the financial statements and reports Mgmt For For
of the Directors and Auditors
2. Declare a final dividend of 22.03p per ordinary Mgmt For For
share
3. Approve the Directors remuneration report Mgmt For For
4. Re-appoint Philip Green as a Director Mgmt For For
5. Re-appoint Paul Heiden as a Director Mgmt For For
6. Re-appoint Andrew Pinder as a Director Mgmt For For
7. Re-appoint the Auditors Mgmt For For
8. Authorize the Directors to set the Auditor's Mgmt For For
remuneration
9. Authorize the Director for issue of equity or Mgmt For For
equity-linked securities with pre-emptive rights
up to aggregate nominal amount of GBP 11,358,093
S.10 Grant authority the issue of equity or equity-linked Mgmt For For
securities without Pre-emptive rights up to
aggregate nominal amount of GBP 1,703,714
S.11 Authorize market purchases of 68,148,563 its Mgmt For For
own Ordinary Shares by the Company
S.12 Approve that a general meeting other than an Mgmt For For
AGM may be called on not less than 14 clear
days notice
13. Authorize the Company and Subsidiaries to make Mgmt For For
EU political donations to political parties
and/or Independent Election Candidates up to
GBP 50,000, to Political organization other
than political parties up to GBP 50,000 and
Incur EU political expenditure up to GBP 5
- --------------------------------------------------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC. Agenda Number: 933212451
- --------------------------------------------------------------------------------------------------------------------------
Security: 92343V104
Meeting Type: Annual
Meeting Date: 06-May-2010
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: RODNEY E. SLATER Mgmt For For
1L ELECTION OF DIRECTOR: JOHN W. SNOW Mgmt For For
1M ELECTION OF DIRECTOR: JOHN R. STAFFORD Mgmt For For
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
03 ADVISORY VOTE RELATED TO EXECUTIVE COMPENSATION Mgmt For For
04 PROHIBIT GRANTING STOCK OPTIONS Shr Against For
05 GENDER IDENTITY NON-DISCRIMINATION POLICY Shr Against For
06 PERFORMANCE STOCK UNIT PERFORMANCE THRESHOLDS Shr For Against
07 SHAREHOLDER RIGHT TO CALL A SPECIAL MEETING Shr For Against
08 ADOPT AND DISCLOSE SUCCESSION PLANNING POLICY Shr For Against
09 SHAREHOLDER APPROVAL OF BENEFITS PAID AFTER Shr For Against
DEATH
10 EXECUTIVE STOCK RETENTION REQUIREMENTS Shr For Against
- --------------------------------------------------------------------------------------------------------------------------
VF CORPORATION Agenda Number: 933209997
- --------------------------------------------------------------------------------------------------------------------------
Security: 918204108
Meeting Type: Annual
Meeting Date: 27-Apr-2010
Ticker: VFC
ISIN: US9182041080
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RICHARD T. CARUCCI Mgmt For For
JULIANA L. CHUGG Mgmt For For
GEORGE FELLOWS Mgmt For For
CLARENCE OTIS, JR. Mgmt For For
02 APPROVAL OF AN AMENDMENT AND RESTATEMENT OF Mgmt For For
VF'S 1996 STOCK COMPENSATION PLAN.
03 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE 2010 FISCAL YEAR.
- --------------------------------------------------------------------------------------------------------------------------
VIVENDI, PARIS Agenda Number: 702283350
- --------------------------------------------------------------------------------------------------------------------------
Security: F97982106
Meeting Type: OGM
Meeting Date: 29-Apr-2010
Ticker:
ISIN: FR0000127771
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - "French Resident Shareowners must complete, Non-Voting No vote
sign and forward the Proxy Card directly
to the sub custodian. Please contact your Client
Service Representative to obtain
the necessary card, account details and directions.
The following applies to Non-Resident Shareowners:
Proxy Cards: Voting instructions will be
forwarded to the Global Custodians that have
become Registered Intermediaries, on the
Vote Deadline Date. In capacity as
Registered Intermediary, the Global Custodian
will sign the Proxy Card and forward to
the local custodian. If you are unsure whether
your Global Custodian acts as Registered
Intermediary, please contact your
representative"
- - PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE
- - PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON
THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2010/0305/201003051000547.pdf
1 Approve the annual reports and accounts for Mgmt For For
FY 2009
2 Approve the consolidated reports and accounts Mgmt For For
for FY 2009
3 Approve the allocation of the result for FY Mgmt For For
2009, setting of the dividend and its date
for payment
4 Approve the special report by the Statutory Mgmt For For
Auditors concerning regulated agreements
and commitments
5 Appointment of Mme Dominique Heriard Dubreuil Mgmt For For
as a Member of the Supervisory
6 Appointment of Mme Aliza Jabes as a Member of Mgmt For For
the Supervisory Board
7 Appointment of Mme Jacqueline Tammenoms Baker Mgmt For For
as a Member of the Supervisory
8 Appointment of M. Daniel Camus as a Member of Mgmt For For
the Supervisory Board
9 Authorize the Board of Directors in order that Mgmt For For
the Company might buy its own shares
10 Grant the powers for accomplishment of the formalities Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
VODAFONE GROUP PLC NEW Agenda Number: 701994976
- --------------------------------------------------------------------------------------------------------------------------
Security: G93882135
Meeting Type: AGM
Meeting Date: 28-Jul-2009
Ticker:
ISIN: GB00B16GWD56
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the Company's accounts and the reports Mgmt For For
of the Directors and the Auditors for the YE
31 MAR 2009
2. Re-elect Sir John Bond as a Director Mgmt For For
3. Re-elect Mr. John Buchanan as a Director Mgmt For For
4. Re-elect Mr. Vittorio Colao as a Director Mgmt For For
5. Elect Mr. Michel Combes as a Director Mgmt For For
6. Re-elect Mr. Andy Halford as a Director Mgmt For For
7. Re-elect Mr. Alan Jebson as a Director Mgmt For For
8. Elect Mr. Samuel Jonah as a Director Mgmt For For
9. Re-elect Mr. Nick Land as a Director Mgmt For For
10. Re-elect Ms. Anne Lauvergeon as a Director Mgmt For For
11. Re-elect Mr. Simon Murray as a Director Mgmt For For
12. Elect Mr. Stephen Pusey as a Director Mgmt For For
13. Re-elect Mr. Luc Vandevelde as a Director Mgmt For For
14. Re-elect Mr. Anthony Watson as a Director Mgmt For For
15. Re-elect Mr. Phllip Yea as a Director Mgmt For For
16. Approve a final dividend of 5.20 per ordinary Mgmt For For
share
17. Approve the remuneration report Mgmt For For
18. Re-appoint Deloitte LLP as the Auditors Mgmt For For
19. Authorize the Audit Committee to determine the Mgmt For For
remuneration of the Auditors
20. Authorize the Directors to allot shares under Mgmt For For
Article 16.2 of the Company's Article of Association
S.21 Authorize the Directors to dis-apply pre-emption Mgmt For For
rights under Article 16.3 of the Company's
Article of Association
S.22 Authorize the Company's purchase of its own Mgmt For For
shares [Section 166, Companies Act 1985]
S.23 Approve new Articles of Association Mgmt For For
S.24 Grant authority to call the general meeting Mgmt For For
other than an AGM on not less than 14 clear
days' notice
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting No vote
IN TYPE OF RESOLUTION. 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.
- --------------------------------------------------------------------------------------------------------------------------
WAL-MART STORES, INC. Agenda Number: 933249939
- --------------------------------------------------------------------------------------------------------------------------
Security: 931142103
Meeting Type: Annual
Meeting Date: 04-Jun-2010
Ticker: WMT
ISIN: US9311421039
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: AIDA M. ALVAREZ Mgmt For For
1B ELECTION OF DIRECTOR: JAMES W. BREYER Mgmt For For
1C ELECTION OF DIRECTOR: M. MICHELE BURNS Mgmt For For
1D ELECTION OF DIRECTOR: JAMES I. CASH, JR. Mgmt For For
1E ELECTION OF DIRECTOR: ROGER C. CORBETT Mgmt For For
1F ELECTION OF DIRECTOR: DOUGLAS N. DAFT Mgmt Against Against
1G ELECTION OF DIRECTOR: MICHAEL T. DUKE Mgmt For For
1H ELECTION OF DIRECTOR: GREGORY B. PENNER Mgmt For For
1I ELECTION OF DIRECTOR: STEVEN S REINEMUND Mgmt For For
1J ELECTION OF DIRECTOR: H. LEE SCOTT, JR. Mgmt For For
1K ELECTION OF DIRECTOR: ARNE M. SORENSON Mgmt For For
1L ELECTION OF DIRECTOR: JIM C. WALTON Mgmt For For
1M ELECTION OF DIRECTOR: S. ROBSON WALTON Mgmt For For
1N ELECTION OF DIRECTOR: CHRISTOPHER J. WILLIAMS Mgmt For For
1O ELECTION OF DIRECTOR: LINDA S. WOLF Mgmt Against Against
02 RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT Mgmt For For
ACCOUNTANTS
03 APPROVAL OF THE WAL-MART STORES, INC. STOCK Mgmt Against Against
INCENTIVE PLAN OF 2010
04 APPROVAL OF THE ASDA LIMITED SHARESAVE PLAN Mgmt For For
2000, AS AMENDED
05 GENDER IDENTITY NON-DISCRIMINATION POLICY Shr Against For
06 ADVISORY VOTE ON EXECUTIVE COMPENSATION Shr For Against
07 POLITICAL CONTRIBUTIONS REPORT Shr Against For
08 SPECIAL SHAREOWNER MEETINGS Shr For Against
09 POULTRY SLAUGHTER Shr Against For
10 LOBBYING PRIORITIES REPORT Shr Against For
- --------------------------------------------------------------------------------------------------------------------------
WASTE MANAGEMENT, INC. Agenda Number: 933208705
- --------------------------------------------------------------------------------------------------------------------------
Security: 94106L109
Meeting Type: Annual
Meeting Date: 11-May-2010
Ticker: WM
ISIN: US94106L1098
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: PASTORA SAN JUAN CAFFERTY Mgmt For For
1B ELECTION OF DIRECTOR: FRANK M. CLARK, JR. Mgmt For For
1C ELECTION OF DIRECTOR: PATRICK W. GROSS Mgmt For For
1D ELECTION OF DIRECTOR: JOHN C. POPE Mgmt For For
1E ELECTION OF DIRECTOR: W. ROBERT REUM Mgmt For For
1F ELECTION OF DIRECTOR: STEVEN G. ROTHMEIER Mgmt For For
1G ELECTION OF DIRECTOR: DAVID P. STEINER Mgmt For For
1H ELECTION OF DIRECTOR: THOMAS H. WEIDEMEYER Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST Mgmt For For
& YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2010.
03 PROPOSAL TO AMEND THE COMPANY'S SECOND RESTATED Mgmt For For
CERTIFICATE OF INCORPORATION TO ELIMINATE THE
SUPERMAJORITY STOCKHOLDER VOTING PROVISIONS.
04 PROPOSAL RELATING TO DISCLOSURE OF POLITICAL Shr Against For
CONTRIBUTIONS, IF PROPERLY PRESENTED AT THE
MEETING.
05 PROPOSAL RELATING TO THE RIGHT OF STOCKHOLDERS Shr For Against
TO CALL SPECIAL STOCKHOLDER MEETINGS, IF PROPERLY
PRESENTED AT THE MEETING.
- --------------------------------------------------------------------------------------------------------------------------
WESFARMERS LTD, PERTH WA Agenda Number: 702110761
- --------------------------------------------------------------------------------------------------------------------------
Security: Q95870103
Meeting Type: AGM
Meeting Date: 10-Nov-2009
Ticker:
ISIN: AU000000WES1
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the financial statements and the reports Non-Voting No vote
of the Directors and the Auditors for the YE
30 JUN 2009
2.A Re-elect Mrs. Patricia Anne Cross as a Director, Mgmt For For
who retires by rotation in accordance with
the Company's Constitution
2.B Re-elect Mr. Charles Macek as a Director, who Mgmt For For
retires by rotation in accordance with the
Company's Constitution
2.C Elect Mr. Terence James Bowen as a Director, Mgmt For For
who retires by rotation in accordance with
the Company's Constitution and the ASX Listing
Rules
2.D Elect Ms. Diane Lee Smith-Gander as a Director, Mgmt For For
who retires by rotation in accordance with
the Company's Constitution and the ASX Listing
Rules
3. Adopt the remuneration report for the YE 30 Mgmt For For
JUN 2009
- --------------------------------------------------------------------------------------------------------------------------
WINDSTREAM CORPORATION Agenda Number: 933211043
- --------------------------------------------------------------------------------------------------------------------------
Security: 97381W104
Meeting Type: Annual
Meeting Date: 05-May-2010
Ticker: WIN
ISIN: US97381W1045
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: CAROL B. ARMITAGE Mgmt For For
1B ELECTION OF DIRECTOR: SAMUEL E. BEALL, III Mgmt For For
1C ELECTION OF DIRECTOR: DENNIS E. FOSTER Mgmt For For
1D ELECTION OF DIRECTOR: FRANCIS X. FRANTZ Mgmt For For
1E ELECTION OF DIRECTOR: JEFFERY R. GARDNER Mgmt For For
1F ELECTION OF DIRECTOR: JEFFREY T. HINSON Mgmt For For
1G ELECTION OF DIRECTOR: JUDY K. JONES Mgmt For For
1H ELECTION OF DIRECTOR: WILLIAM A. MONTGOMERY Mgmt For For
02 TO ADOPT AND APPROVE THE AMENDED AND RESTATED Mgmt For For
2006 EQUITY INCENTIVE PLAN
03 TO CONSIDER AND APPROVE AN ADVISORY (NON-BINDING) Mgmt For For
RESOLUTION CONCERNING THE COMPANY'S EXECUTIVE
COMPENSATION POLICIES
04 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS, Mgmt For For
LLP AS WINDSTREAM'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS FOR 2010
05 HOLDING EQUITY UNTIL RETIREMENT Shr For Against
* Management position unknown
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number N/A
Eaton Vance Tax-Managed Growth Fund 1.1, a series of Eaton Vance Mutual Funds Trust
(Exact name of registrant as specified in charter)
Two International Place, Boston, Massachusetts, 02110
(Address of principal executive offices) (Zip code)
Maureen A. Gemma, Esq.
Two International Place, Boston, Massachusetts, 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 482-8260
Date of fiscal year end: 12/31
Date of reporting period: 07/01/09-06/30/10
Eaton Vance Tax-Managed Growth Fund 1.1 (the "Fund") is a feeder fund that invests exclusively in shares
of Tax-Managed Growth Portfolio (the "Portfolio"), a master fund registered under the Investment Company
Act of 1940. The proxy voting record of the Portfolio was filed on August 27, 2010 and can be found
on the Securities and Exchange Commission's website (www.sec.gov). The Portfolio's CIK number is 1002667
and its file number is 811-7409.
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number N/A
Eaton Vance Tax-Managed Growth Fund 1.2, a series of Eaton Vance Mutual Funds Trust
(Exact name of registrant as specified in charter)
Two International Place, Boston, Massachusetts, 02110
(Address of principal executive offices) (Zip code)
Maureen A. Gemma, Esq.
Two International Place, Boston, Massachusetts, 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 482-8260
Date of fiscal year end: 12/31
Date of reporting period: 07/01/09-06/30/10
Eaton Vance Tax-Managed Growth Fund 1.2 (the "Fund") is a feeder fund that invests exclusively in shares
of Tax-Managed Growth Portfolio (the "Portfolio"), a master fund registered under the Investment Company
Act of 1940. The proxy voting record of the Portfolio was filed on August 27, 2010 and can be found
on the Securities and Exchange Commission's website (www.sec.gov). The Portfolio's CIK number is 1002667
and its file number is 811-7409.
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number N/A
Eaton Vance Tax-Managed International Equity Fund, a series of Eaton Vance Mutual Funds Trust
(Exact name of registrant as specified in charter)
Two International Place, Boston, Massachusetts, 02110
(Address of principal executive offices) (Zip code)
Maureen A. Gemma, Esq.
Two International Place, Boston, Massachusetts, 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 482-8260
Date of fiscal year end: 10/31
Date of reporting period: 07/01/09-06/30/10
Eaton Vance Tax-Managed International Equity Fund (the "Fund") is a feeder fund that invests exclusively
in shares of Tax-Managed International Equity Portfolio (the "Portfolio"), a master fund registered
under the Investment Company Act of 1940. The proxy voting record of the Portfolio was filed on August
27, 2010 and can be found on the Securities and Exchange Commission's website (www.sec.gov). The Portfolio's
CIK number is 1140884 and its file number is 811-10389.
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number N/A
Eaton Vance Tax-Managed Mid-Cap Core Fund, a series of Eaton Vance Mutual Funds Trust
(Exact name of registrant as specified in charter)
Two International Place, Boston, Massachusetts, 02110
(Address of principal executive offices) (Zip code)
Maureen A. Gemma, Esq.
Two International Place, Boston, Massachusetts, 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 482-8260
Date of fiscal year end: 10/31
Date of reporting period: 07/01/09-06/30/10
Eaton Vance Tax-Managed Mid-Cap Core Fund (the "Fund") is a feeder fund that invests exclusively in shares
of Tax-Managed Mid-Cap Core Portfolio (the "Portfolio"), a master fund registered under the Investment
Company Act of 1940. The proxy voting record of the Portfolio was filed on August 27, 2010 and can
be found on the Securities and Exchange Commission's website (www.sec.gov). The Portfolio's CIK number
is 1163516 and its file number is 811-10597.
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number N/A
Eaton Vance Tax-Managed Multi-Cap Growth Fund, a series of Eaton Vance Mutual Funds Trust
(Exact name of registrant as specified in charter)
Two International Place, Boston, Massachusetts, 02110
(Address of principal executive offices) (Zip code)
Maureen A. Gemma, Esq.
Two International Place, Boston, Massachusetts, 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 482-8260
Date of fiscal year end: 10/31
Date of reporting period: 07/01/09-06/30/10
Eaton Vance Tax-Managed Multi-Cap Growth Fund (the "Fund") is a feeder fund that invests exclusively
in shares of Tax-Managed Multi-Cap Growth Portfolio (the "Portfolio"), a master fund registered under
the Investment Company Act of 1940. The proxy voting record of the Portfolio was filed on August 27,
2010 and can be found on the Securities and Exchange Commission's website (www.sec.gov). The Portfolio's
CIK number is 1116081 and its file number is 811-09837.
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number N/A
Eaton Vance Tax-Managed Small-Cap Fund, a series of Eaton Vance Mutual Funds Trust
(Exact name of registrant as specified in charter)
Two International Place, Boston, Massachusetts, 02110
(Address of principal executive offices) (Zip code)
Maureen A. Gemma, Esq.
Two International Place, Boston, Massachusetts, 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 482-8260
Date of fiscal year end: 10/31
Date of reporting period: 07/01/09-06/30/10
Eaton Vance Tax-Managed Small-Cap Fund (the "Fund") is a feeder fund that invests exclusively
in shares of Tax-Managed Small-Cap Portfolio (the "Portfolio"), a master fund registered under
the Investment Company Act of 1940. The proxy voting record of the Portfolio was filed on August 27,
2010 and can be found on the Securities and Exchange Commission's website (www.sec.gov). The Portfolio's
CIK number is 1122006 and its file number is 811-10065.
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number N/A
Eaton Vance Tax-Managed Small-Cap Value Fund, a series of Eaton Vance Mutual Funds Trust
(Exact name of registrant as specified in charter)
Two International Place, Boston, Massachusetts, 02110
(Address of principal executive offices) (Zip code)
Maureen A. Gemma, Esq.
Two International Place, Boston, Massachusetts, 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 482-8260
Date of fiscal year end: 10/31
Date of reporting period: 07/01/09-06/30/10
Eaton Vance Tax-Managed Small-Cap Value Fund (the "Fund") is a feeder fund that invests exclusively in
shares of Tax-Managed Small-Cap Value Portfolio (the "Portfolio"), a master fund registered under the
Investment Company Act of 1940. The proxy voting record of the Portfolio was filed on August 27, 2010
and can be found on the Securities and Exchange Commission's website (www.sec.gov). The Portfolio's
CIK number is 1163515 and its file number is 811-10599.
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number N/A
Eaton Vance Tax-Managed Value Fund, a series of Eaton Vance Mutual Funds Trust
(Exact name of registrant as specified in charter)
Two International Place, Boston, Massachusetts, 02110
(Address of principal executive offices) (Zip code)
Maureen A. Gemma, Esq.
Two International Place, Boston, Massachusetts, 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 482-8260
Date of fiscal year end: 10/31
Date of reporting period: 07/01/09-06/30/10
Eaton Vance Tax-Managed Value Fund (the "Fund") is a feeder fund that invests exclusively in shares of
Tax-Managed Value Portfolio (the "Portfolio"), a master fund registered under the Investment Company
Act of 1940. The proxy voting record of the Portfolio was filed on August 27, 2010 and can be found
on the Securities and Exchange Commission's website (www.sec.gov). The Portfolio's CIK number is 1140883
and its file number is 811-10387.
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number N/A
Eaton Vance Tax-Managed Equity Asset Allocation Fund, a series of Eaton Vance Mutual Funds Trust
(Exact name of registrant as specified in charter)
Two International Place, Boston, Massachusetts, 02110
(Address of principal executive offices) (Zip code)
Maureen A. Gemma, Esq.
Two International Place, Boston, Massachusetts, 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 482-8260
Date of fiscal year end: 10/31
Date of reporting period: 07/01/09-06/30/10
Eaton Vance Tax-Managed Equity Asset Allocation Fund (the "Fund") is a fund of funds that invests exclusively
in shares of Tax-Managed Growth Portfolio, Tax-Managed International Equity Portfolio, Tax-Managed Mid-Cap
Core Portfolio, Tax-Managed Multi-Cap Growth Portfolio, Tax-Managed Small-Cap Portfolio, Tax-Managed
Small-Cap Value Portfolio and Tax-Managed Value Portfolio, each a master fund registered under the Investment
Company Act of 1940. The proxy voting record of the Tax-Managed Growth Portfolio was filed on August
27, 2010 and can be found on the Securities and Exchange Commission's website (www.sec.gov). The Tax-Managed
Growth Portfolio's CIK number is 1002667 and its file number is 811-7409. The proxy voting record of
the Tax-Managed International Equity Portfolio was filed on August 27, 2010 and can be found on the
Securities and Exchange Commission's website (www.sec.gov). The Tax-Managed International Equity Portfolio's
CIK number is 1140884 and its file number is 811-10389. The proxy voting record of the Tax-Managed Mid-Cap
Core Portfolio was filed on August 27, 2010 and can be found on the Securities and Exchange Commission's
website (www.sec.gov). The Tax-Managed Mid-Cap Core Portfolio's CIK number is 1163516 and its file
number is 811-10597. The proxy voting record of the Tax-Managed Multi-Cap Growth Portfolio was filed
on August 27, 2010 and can be found on the Securities and Exchange Commission's website (www.sec.gov).
The Tax-Managed Multi-Cap Growth Portfolio's CIK number is 116081 and its file number is 811-9837.
The proxy voting record of the Tax-Managed Small-Cap Portfolio was filed on August 27, 2010
and can be found on the Securities and Exchange Commission's website (www.sec.gov). The Tax-Managed
Small-Cap Portfolio's CIK number is 1122006 and its file number is 811-10065. The proxy voting
record of the Tax-Managed Small-Cap Value Portfolio was filed on August 27, 2010 and can be found on
the Securities and Exchange Commission's website (www.sec.gov). The Tax-Managed Small-Cap Value Portfolio's
CIK number is 1163515 and its file number is 811-0599. The proxy voting record of the Tax-Managed
Value Portfolio was filed on August 27, 2010 and can be found on the Securities and
Exchange Commission's website (www.sec.gov). The Tax-Managed Value Portfolio's CIK number is 1140883
and its file number is 811-10387.
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number N/A
Eaton Vance U.S. Government Money Market Fund, a series of Eaton Vance Mutual Funds Trust
(Exact name of registrant as specified in charter)
Two International Place, Boston, Massachusetts, 02110
(Address of principal executive offices) (Zip code)
Maureen A. Gemma, Esq.
Two International Place, Boston, Massachusetts, 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 482-8260
Date of fiscal year end: 12/31
Date of reporting period: 07/01/09-06/30/10
Until March 1, 2010, Eaton Vance U.S. Government Money Market Fund (Formerly Eaton Vance Cash Management
Fund) (the "Fund") was a feeder fund that invests exclusively in shares of Cash Management Portfolio
(the "Portfolio"), a master fund registered under the Investment Company Act of 1940. The proxy voting
record of the Portfolio was filed on August 27, 2010 and can be found on the Securities and Exchange
Commission's website (www.sec.gov). The Portfolio's CIK number is 919971 and its file number is 811-8390.
The proxy voting record for the Fund for the period from March 1, 2010 until June 30, 2010 can be found
below.
Eaton Vance U.S. Government Money Market Fund
- --------------------------------------------------------------------------------------------------------------------------
During the period, the Fund held no securities which required a proxy vote.
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number N/A
Eaton Vance Money Market Fund, a series of Eaton Vance Mutual Funds Trust
(Exact name of registrant as specified in charter)
Two International Place, Boston, Massachusetts, 02110
(Address of principal executive offices) (Zip code)
Maureen A. Gemma, Esq.
Two International Place, Boston, Massachusetts, 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 482-8260
Date of fiscal year end: 10/31
Date of reporting period: 07/01/09-06/30/10
Eaton Vance Money Market Fund (the "Fund") was a feeder fund that invested exclusively in shares of Cash
Management Portfolio (the "Portfolio"), a master fund registered under the Investment Company Act of
1940. The proxy voting record of the Portfolio was filed on August 27, 2009 and can be found on the
Securities and Exchange Commission's website (www.sec.gov). The Portfolio's CIK number is 919971 and
its file number is 811-8390. During the period, the Fund merged into Eaton Vance U.S. Government Money
Market Fund.
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number N/A
Eaton Vance Multi-Strategy Absolute Return Fund (formerly Eaton Vance Diversified Income Fund), a series of Eaton Vance
Mutual Funds Trust (Exact name of registrant as specified in charter)
Two International Place, Boston, Massachusetts, 02110
(Address of principal executive offices) (Zip code)
Maureen A. Gemma, Esq.
Two International Place, Boston, Massachusetts, 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 482-8260
Date of fiscal year end: 10/31
Date of reporting period: 07/01/09-06/30/10
Eaton Vance Multi-Strategy Absolute Return Fund (the "Fund") is a fund of funds that invests exclusively in shares
of Boston Income Portfolio, Build America Bond Portfolio, Floating Rate Portfolio, Global Macro Portfolio, Government
Obligations Portfolio, Emerging Markets Local Income Portfolio, High Income Opportunities Portfolio, International
Income Portfolio, Investment Portfolio, Investment Grade Income Portfolio, Large-Cap Core Research Portfolio,
Multi-Sector Portfolio and Multi-Sector Option Strategy Portfolio each a master fund registered under
the Investment Company Act of 1940. During the period, the Fund also invested in U.S. Government Money Market Portfolio
(formerly Cash Management Portfolio).The proxy voting record of the Boston Income Portfolio was filed on August 27, 2010
and can be found on the Securities and Exchange Commission's website (www.sec.gov). The Boston Income Portfolio's CIK
number is 140882 and its file number is 811-10391. The proxy voting record of the Build America Bond
Portfolio was filed on August 27, 2010 and can be found on the Securities and Exchange Commission's
website (www.sec.gov).
The Build America Bond Portfolio's CIK number is 0001475413 and its file number
is 811-22351. The proxy voting record of the Floating Rate Portfolio was filed on August 27, 2010 and
can be found on the Securities and Exchange Commission's website (www.sec.gov). The Floating Rate Portfolio's
CIK number is 116914 and its file number is 811-09987. The proxy voting record of the Global Macro
Portfolio was filed on August 27, 2010 and can be found on the Securities and Exchange Commission's
website (www.sec.gov). The Global Macro Portfolio's CIK number is 0000918706 and its file number
is 811-08342. The proxy voting record of the Government Obligations
Portfolio was filed on August 27, 2010 and can be found on the Securities and Exchange Commission's
website (www.sec.gov). The Government Obligations Portfolio's CIK number is 912747 and its file number
is 811-8012. The proxy voting record of the Emerging Markets Local Income Portfolio was filed on August
27, 2010 and can be found on the Securities and Exchange Commission's website (www.sec.gov). The Emerging
Markets Local Income Portfolio's CIK number is 1394395 and its file number is 811-22048. The proxy voting
record of the High Income Opportunities Portfolio was filed on August 27, 2010 and can be found on the
Securities and Exchange Commission's website (www.sec.gov).
The High Income Opportunities Portfolio's CIK number is 921370 and its file number is 811-8464. The proxy
voting record of the International Income Portfolio was filed on August 27, 2010 and can be found on the
Securities and Exchange Commission's website (www.sec.gov). The International Income Portfolio's CIK number
is 1394396 and its file number is 811-22049. The proxy voting record of the Investment Portfolio was filed
on August 27, 2010 and can be found on the Securities and Exchange Commission's website (www.sec.gov). The
Investment Portfolio's CIK number is 175711 and its file number is 811-21132. The proxy voting record of
the Investment Grade Income Portfolio was filed on August 27, 2010 and can be found on the Securities and
Exchange Commission's website (www.sec.gov). The Investment Grade Income Portfolio's CIK number is 1104129
and its file number is 811-09833. The proxy voting record of the Large-Cap Core Research Portfolio was filed
on August 27, 2010 and can be found on the Securities and Exchange Commission's website (www.sec.gov).
The Large-Cap Core Research Portfolio's CIK number is 0001473646 and its file number is 811-22336. The proxy
voting record of the Multi-Sector Portfolio was filed on August 27, 2010 and can be found on the Securities
and Exchange Commission's website (www.sec.gov). The Multi-Sector Portfolio's CIK number is 0001463184
and its file number is 811-22295.The proxy voting record of the Multi-Sector Option Strategy Portfolio
was filed on August 27, 2010 and can be found on the Securities and Exchange Commission's website (www.sec.gov).
The Multi-Sector Option Strategy Portfolio's CIK number is 0001493396 and its file number is 811-22427.
The proxy voting record of the U.S. Government Money Market Portfolio was filed on August 27, 2010 and can be found
on the Securities and Exchange Commission's website (www.sec.gov). The U.S. Government Money Market Portfolio's CIK
number is 919971 and its file number is 811-8390.
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number N/A
Eaton Vance Floating-Rate Fund, a series of Eaton Vance Mutual Funds Trust
(Exact name of registrant as specified in charter)
Two International Place, Boston, Massachusetts, 02110
(Address of principal executive offices) (Zip code)
Maureen A. Gemma, Esq.
Two International Place, Boston, Massachusetts, 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 482-8260
Date of fiscal year end: 10/31
Date of reporting period: 07/01/09-06/30/10
Eaton Vance Floating-Rate Fund (the "Fund") is a feeder fund that invests exclusively in shares of Floating
Rate Portfolio (the "Portfolio"), a master fund registered under the Investment Company Act of 1940.
The proxy voting record of the Portfolio was filed on August 27, 2010 and can be found on the Securities
and Exchange Commission's website (www.sec.gov). The Portfolio's CIK number is 1116914 and its file
number is 811-09987.
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number N/A
Eaton Vance Floating-Rate & High Income Fund a series of Eaton Vance Mutual Funds Trust
(Exact name of registrant as specified in charter)
Two International Place, Boston, Massachusetts, 02110
(Address of principal executive offices) (Zip code)
Maureen A. Gemma, Esq.
Two International Place, Boston, Massachusetts, 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 482-8260
Date of fiscal year end: 10/31
Date of reporting period: 07/01/09-06/30/10
Eaton Vance Floating-Rate & High Income Fund (the "Fund") is a fund that invests exclusively in shares
of Boston Income Portfolio (the BI Portfolio"), Floating Rate Portfolio (the "FR Portfolio")and High Income
Opportunities Portfolio (the "HI Portfolio"), each a master fund registered under the Investment Company Act
of 1940. The proxy voting record of the BI Portfolio was filed on August 27, 2010 and can be found on the
Securities and Exchange Commission's website (www.sec.gov). The BI Portfolio's CIK number is 0001140882 and
its file number is 811-10391. The proxy voting record of the FR Portfolio was filed on August 27, 2010 and can
be found on the Securities and Exchange Commission's website (www.sec.gov). The FR Portfolio's CIK number is
1116914 and its file number is 811-09987. The proxy voting record of the HI Portfolio was filed on August 27, 2010
and can be found on the Securities and Exchange Commission's website (www.sec.gov). The HI Portfolio's CIK number is
921370 and its file number is 811-08464.
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number N/A
Eaton Vance Global Dividend Income Fund (formerly Dividend Income Fund), a series of Eaton Vance Mutual Funds Trust
(Exact name of registrant as specified in charter)
Two International Place, Boston, Massachusetts, 02110
(Address of principal executive offices) (Zip code)
Maureen A. Gemma, Esq.
Two International Place, Boston, Massachusetts, 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 482-8260
Date of fiscal year end: 10/31
Date of reporting period: 07/01/09-06/30/10
Eaton Vance Global Dividend Income Fund (the "Fund") is a feeder fund that invests exclusively in shares of
Global Dividend Income Portfolio (the "Portfolio") a master fund registered under the Investment Company
Act of 1940. The proxy voting record of the Portfolio was filed on August 27, 2010 and can be found
on the Securities and Exchange Commission's website (www.sec.gov). The Portfolio's CIK number is 1353812
and its file number is 811-21875.
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number N/A
Eaton Vance International Equity Fund, a series of Eaton Vance Mutual Funds Trust
(Exact name of registrant as specified in charter)
Two International Place, Boston, Massachusetts, 02110
(Address of principal executive offices) (Zip code)
Maureen A. Gemma, Esq.
Two International Place, Boston, Massachusetts, 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 482-8260
Date of fiscal year end: 10/31
Date of reporting period: 07/01/09-06/30/10
Eaton Vance International Equity Fund (the "Fund") is a feeder fund that invests exclusively in shares
of Eaton Vance International Equity Portfolio (the "Portfolio"), a master fund registered under the
Investment Company Act of 1940. The proxy voting record of the Portfolio was filed on August 27, 2010
and can be found on the Securities and Exchange Commission's website (www.sec.gov). The Portfolio's
CIK number is 1354067 and its file number is 811-21867.
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number N/A
Eaton Vance Emerging Markets Income Local Fund,
a series of Eaton Vance Mutual Funds Trust (Exact name of registrant as specified in charter)
Two International Place, Boston, Massachusetts, 02110
(Address of principal executive offices) (Zip code)
Maureen A.Gemma,Esq.
Two International Place, Boston, Massachusetts, 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 482-8260
Date of fiscal year end: 10/31
Date of reporting period: 07/01/09 - 06/30/10
Eaton Vance Emerging Markets Local Income Fund (the "Fund") is a feeder fund that invests exclusively
in shares of Emerging Markets Local Income Portfolio (formerly Emerging Markets Income Portfolio) (the
"Portfolio"), a master fund registered under the Investment Company Act of 1940. The proxy voting record
of the Portfolio was filed on August 27,2010 and can be found on the Securities and Exchange Commission's
website (www.sec.gov). The Portfolio's CIK number is 1394395 and its file number is 811-22048.
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number N/A
Eaton Vance International Income Fund, a series of Eaton Vance Mutual Funds Trust
(Exact name of registrant as specified in charter)
Two International Place, Boston, Massachusetts, 02110
(Address of principal executive offices) (Zip code)
Maureen A. Gemma, Esq.
Two International Place, Boston, Massachusetts, 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 482-8260
Date of fiscal year end: 10/31
Date of reporting period: 07/01/09 - 06/30/10
Eaton Vance International Income Fund (the "Fund") is a feeder fund that invests exclusively in shares
of International Income Portfolio (the "Portfolio"), a master fund registered under the Investment
Company Act of 1940. The proxy voting record of the Portfolio was filed on August 27, 2010 and can
be found on the Securities and Exchange Commission's website (www.sec.gov). The Portfolio's CIK number
is 1394396 and its file number is 811-22049.
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number N/A
Eaton Vance Floating-Rate Advantage Fund, a series of Eaton Vance Mutual Funds Trust (Exact name or registrant
as specified in charter)
Two International Place, Boston, Massachusetts, 02110
(Address of principal executive offices) (Zip code)
Maureen A. Gemma, Esq.
Two International Place, Boston, Massachusetts, 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: (617)482-8260
Date of fiscal year end: 10/31
Date of reporting period: 07/01/09 - 6/30/10
Eaton Vance Floating-Rate Advantage Fund (the "Fund") is a feeder fund that invests exclusively in shares
of Senior Debt Portfolio, a master fund registered under the Investment Company Act of 1940. The proxy
voting record of the Portfolio was filed on August 27, 2010 and can be found on the Securities and
Exchange Commission's website (www.sec.gov). The portfolio's CIK number is 933188 and its file number
is 811-08876.
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number N/A
Eaton Vance Build America Bond Fund, a series of Eaton Vance Mutual Funds Trust (Exact name or registrant
as specified in charter)
Two International Place, Boston, Massachusetts, 02110
(Address of principal executive offices) (Zip code)
Maureen A. Gemma, Esq.
Two International Place, Boston, Massachusetts, 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: (617)482-8260
Date of fiscal year end: 10/31
Date of reporting period: 07/01/09 - 06/30/10
Eaton Vance Build America Bond Fund (the "Fund") is a feeder fund that invests exclusively in shares
of Build America Bond Portfolio (the "Portfolio"), a master fund registered under the Investment Company
Act of 1940. The proxy voting record of the Portfolio was filed on August 27, 2010 and can be found
on the Securities and Exchange Commission's website (www.sec.gov). The Portfolio's CIK number is 0001475413
and its file number is 811-22351.
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number N/A
Eaton Vance Large-Cap Core Research Fund, a series of Eaton Vance Mutual Funds Trust (Exact name or registrant
as specified in charter)
Two International Place, Boston, Massachusetts, 02110
(Address of principal executive offices) (Zip code)
Maureen A. Gemma, Esq.
Two International Place, Boston, Massachusetts, 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: (617)482-8260
Date of fiscal year end: 12/31
Date of reporting period: 07/01/09 - 06/30/10
As of November 1, 2009, Eaton Vance Large-Cap Core Research Fund (the "Fund") became a feeder fund that
invests exclusively in shares of Large-Cap Core Research Portfolio (the "Portfolio"), a master fund
registered under the Investment Company Act of 1940. The proxy voting record for the period from July
1, 2009 to October 31, 2009 can be found below. The proxy voting record of the Portfolio was filed
on August 27, 2010 and can be found on the Securities and Exchange Commission's website (www.sec.gov).
The Portfolio's CIK number is 0001473646 and its file number is 811-22336.
Eaton Vance Large-Cap Core Research Fund
- --------------------------------------------------------------------------------------------------------------------------
ACCENTURE LTD Agenda Number: 933119530
- --------------------------------------------------------------------------------------------------------------------------
Security: G1150G111
Meeting Type: Special
Meeting Date: 05-Aug-2009
Ticker: ACN
ISIN: BMG1150G1116
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPROVAL OF THE SCHEME OF ARRANGEMENT ATTACHED Mgmt For For
TO THE ACCOMPANYING PROXY STATEMENT AS ANNEX
A AS IT APPLIES TO THE CLASS A COMMON SHAREHOLDERS.
02 APPROVAL OF THE MOTION TO ADJOURN THE MEETING Mgmt For For
TO A LATER DATE TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE INSUFFICIENT PROXIES TO APPROVE
THE SCHEME OF ARRANGEMENT AT THE TIME OF THE
ACCENTURE LTD CLASS A COMMON SHAREHOLDER CLASS
MEETING.
03 IF THE SCHEME OF ARRANGEMENT IS APPROVED, APPROVAL Mgmt For For
OF THE ESTABLISHMENT OF DISTRIBUTABLE RESERVES
OF ACCENTURE PLC (THROUGH THE REDUCTION OF
ITS SHARE PREMIUM ACCOUNT) THAT WAS PREVIOUSLY
APPROVED BY ACCENTURE LTD AND THE OTHER CURRENT
SHAREHOLDERS OF ACCENTURE PLC (AS DESCRIBED
IN THE ACCOMPANYING PROXY STATEMENT).
04 APPROVAL OF THE MOTION TO ADJOURN THE MEETING Mgmt For For
TO A LATER DATE TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE INSUFFICIENT PROXIES TO APPROVE
THE PROPOSAL AT THE TIME OF THE SPECIAL GENERAL
MEETING.
- --------------------------------------------------------------------------------------------------------------------------
BHP BILLITON LIMITED Agenda Number: 933149329
- --------------------------------------------------------------------------------------------------------------------------
Security: 088606108
Meeting Type: Annual
Meeting Date: 26-Nov-2009
Ticker: BHP
ISIN: US0886061086
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO RECEIVE THE 2009 FINANCIAL STATEMENTS AND Mgmt For For
REPORTS FOR BHP BILLITON LIMITED AND BHP BILLITON
PLC
02 TO RE-ELECT MR CARLOS CORDEIRO AS A DIRECTOR Mgmt For For
OF BHP BILLITON LIMITED AND BHP BILLITON PLC
03 TO RE-ELECT MR DAVID CRAWFORD AS A DIRECTOR Mgmt For For
OF BHP BILLITON LIMITED AND BHP BILLITON PLC
04 TO RE-ELECT THE HON E GAIL DE PLANQUE AS A DIRECTOR Mgmt For For
OF BHP BILLITON LIMITED AND BHP BILLITON PLC
05 TO RE-ELECT MR MARIUS KLOPPERS AS A DIRECTOR Mgmt For For
OF BHP BILLITON LIMITED AND BHP BILLITON PLC
06 TO RE-ELECT MR DON ARGUS AS A DIRECTOR OF BHP Mgmt For For
BILLITON LIMITED AND BHP BILLITON PLC
07 TO ELECT MR WAYNE MURDY AS A DIRECTOR OF BHP Mgmt For For
BILLITON LIMITED AND BHP BILLITON PLC
08 TO REAPPOINT KPMG AUDIT PLC AS THE AUDITOR OF Mgmt For For
BHP BILLITON PLC
09 TO RENEW THE GENERAL AUTHORITY TO ISSUE SHARES Mgmt For For
IN BHP BILLITON PLC
10 TO RENEW THE DISAPPLICATION OF PRE-EMPTION RIGHTS Mgmt For For
IN BHP BILLITON PLC
11 TO APPROVE THE REPURCHASE OF SHARES IN BHP BILLITON Mgmt For For
PLC
12A TO APPROVE THE CANCELLATION OF SHARES IN BHP Mgmt For For
BILLITON PLC HELD BY BHP BILLITON LIMITED ON
30 APRIL 2010
12B TO APPROVE THE CANCELLATION OF SHARES IN BHP Mgmt For For
BILLITON PLC HELD BY BHP BILLITON LIMITED ON
17 JUNE 2010
12C TO APPROVE THE CANCELLATION OF SHARES IN BHP Mgmt For For
BILLITON PLC HELD BY BHP BILLITON LIMITED ON
15 SEPTEMBER 2010
12D TO APPROVE THE CANCELLATION OF SHARES IN BHP Mgmt For For
BILLITON PLC HELD BY BHP BILLITON LIMITED ON
11 NOVEMBER 2010
13 TO APPROVE THE 2009 REMUNERATION REPORT Mgmt For For
14 TO APPROVE THE GRANT OF AWARDS TO MR MARIUS Mgmt For For
KLOPPERS UNDER THE GIS AND THE LTIP
- --------------------------------------------------------------------------------------------------------------------------
MEDTRONIC, INC. Agenda Number: 933122602
- --------------------------------------------------------------------------------------------------------------------------
Security: 585055106
Meeting Type: Annual
Meeting Date: 27-Aug-2009
Ticker: MDT
ISIN: US5850551061
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RICHARD H. ANDERSON Mgmt Withheld Against
VICTOR J. DZAU, M.D. Mgmt For For
WILLIAM A. HAWKINS Mgmt Withheld Against
SHIRLEY A. JACKSON, PHD Mgmt Withheld Against
DENISE M. O'LEARY Mgmt Withheld Against
ROBERT C. POZEN Mgmt Withheld Against
JEAN-PIERRE ROSSO Mgmt Withheld Against
JACK W. SCHULER Mgmt Withheld Against
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS MEDTRONIC'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
03 TO APPROVE AN AMENDMENT TO THE MEDTRONIC, INC. Mgmt For For
2005 EMPLOYEES STOCK PURCHASE PLAN TO INCREASE
THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE
THEREUNDER FROM 10,000,000 TO 25,000,000.
04 TO APPROVE AN AMENDMENT TO THE MEDTRONIC, INC. Mgmt For For
2008 STOCK AWARD AND INCENTIVE PLAN TO INCREASE
THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE
THEREUNDER FROM 50,000,000 TO 100,000,000.
- --------------------------------------------------------------------------------------------------------------------------
MERCK & CO., INC. Agenda Number: 933117980
- --------------------------------------------------------------------------------------------------------------------------
Security: 589331107
Meeting Type: Special
Meeting Date: 07-Aug-2009
Ticker: MRK
ISIN: US5893311077
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF Mgmt For For
MERGER, DATED AS OF MARCH 8, 2009, BY AND AMONG
MERCK & CO., INC., SCHERING-PLOUGH CORPORATION,
SP MERGER SUBSIDIARY ONE, INC. (FORMERLY BLUE,
INC.) AND SP MERGER SUBSIDIARY TWO, INC. (FORMERLY
PURPLE, INC.), AS IT MAY BE AMENDED.
- --------------------------------------------------------------------------------------------------------------------------
MICROSOFT CORPORATION Agenda Number: 933150310
- --------------------------------------------------------------------------------------------------------------------------
Security: 594918104
Meeting Type: Annual
Meeting Date: 19-Nov-2009
Ticker: MSFT
ISIN: US5949181045
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 ELECTION OF DIRECTOR: WILLIAM H. GATES III Mgmt For For
02 ELECTION OF DIRECTOR: STEVEN A. BALLMER Mgmt For For
03 ELECTION OF DIRECTOR: DINA DUBLON Mgmt For For
04 ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN Mgmt For For
05 ELECTION OF DIRECTOR: REED HASTINGS Mgmt For For
06 ELECTION OF DIRECTOR: MARIA KLAWE Mgmt For For
07 ELECTION OF DIRECTOR: DAVID F. MARQUARDT Mgmt For For
08 ELECTION OF DIRECTOR: CHARLES H. NOSKI Mgmt For For
09 ELECTION OF DIRECTOR: HELMUT PANKE Mgmt For For
10 RATIFICATION OF THE SELECTION OF DELOITTE & Mgmt For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITOR
11 TO APPROVE AMENDMENTS TO AMENDED AND RESTATED Mgmt For For
ARTICLES OF INCORPORATION
12 ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt For For
13 SHAREHOLDER PROPOSAL - ADOPTION OF HEALTHCARE Shr Against For
REFORM PRINCIPLES
14 SHAREHOLDER PROPOSAL - DISCLOSURE OF CHARITABLE Shr Against For
CONTRIBUTIONS
- --------------------------------------------------------------------------------------------------------------------------
NIKE, INC. Agenda Number: 933126941
- --------------------------------------------------------------------------------------------------------------------------
Security: 654106103
Meeting Type: Annual
Meeting Date: 21-Sep-2009
Ticker: NKE
ISIN: US6541061031
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JILL K. CONWAY Mgmt For For
ALAN B. GRAF, JR. Mgmt For For
JOHN C. LECHLEITER Mgmt For For
02 TO APPROVE AN AMENDMENT TO THE NIKE, INC. EMPLOYEE Mgmt For For
STOCK PURCHASE PLAN.
03 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
- --------------------------------------------------------------------------------------------------------------------------
NRG ENERGY, INC. Agenda Number: 933114439
- --------------------------------------------------------------------------------------------------------------------------
Security: 629377508
Meeting Type: Annual
Meeting Date: 21-Jul-2009
Ticker: NRG
ISIN: US6293775085
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN F. CHLEBOWSKI Mgmt For For
HOWARD E. COSGROVE Mgmt For For
WILLIAM E. HANTKE Mgmt For For
ANNE C. SCHAUMBURG Mgmt For For
02 APPROVAL OF NRG ENERGY, INC. AMENDED AND RESTATED Mgmt For For
LONG-TERM INCENTIVE PLAN
03 APPROVAL OF NRG ENERGY, INC. AMENDED AND RESTATED Mgmt For For
ANNUAL INCENTIVE PLAN FOR DESIGNATED CORPORATE
OFFICERS
04 APPROVAL OF AMENDMENT TO ARTICLE SIX OF THE Mgmt For For
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
AMENDING THE VOTING STANDARD FOR NONCONTESTED
DIRECTOR ELECTIONS TO PROVIDE FOR MAJORITY
VOTING
05 RATIFICATION OF THE APPOINTMENT OF KPMG LLP Mgmt For For
AS NRG'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM THE BOARD OF DIRECTORS OF NRG RECOMMENDS
A VOTE "AGAINST" ITEMS 6, 7 AND 8
06 SHAREHOLDER PROPOSAL TO PREPARE A REPORT DESCRIBING Shr Against For
THE IMPACT OF NRG'S INVOLVEMENT WITH THE CARBON
PRINCIPLES ON THE ENVIRONMENT
07 EXELON CORPORATION'S PROPOSAL TO AMEND NRG'S Shr Against For
BYLAWS TO INCREASE THE SIZE OF THE BOARD OF
DIRECTORS OF NRG TO 19 MEMBERS
08 EXELON CORPORATION'S PROPOSAL TO REPEAL AND Shr Against For
BYLAW AMENDMENTS ADOPTED BY THE BOARD OF DIRECTORS
OF NRG WITHOUT STOCKHOLDER APPROVAL AFTER FEBRUARY
26, 2008 AND PRIOR TO THE EFFECTIVENESS OF
THE RESOLUTION EFFECTING SUCH REPEAL
- --------------------------------------------------------------------------------------------------------------------------
ORACLE CORPORATION Agenda Number: 933133528
- --------------------------------------------------------------------------------------------------------------------------
Security: 68389X105
Meeting Type: Annual
Meeting Date: 07-Oct-2009
Ticker: ORCL
ISIN: US68389X1054
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JEFFREY S. BERG Mgmt Withheld Against
H. RAYMOND BINGHAM Mgmt For For
MICHAEL J. BOSKIN Mgmt For For
SAFRA A. CATZ Mgmt For For
BRUCE R. CHIZEN Mgmt For For
GEORGE H. CONRADES Mgmt For For
LAWRENCE J. ELLISON Mgmt For For
HECTOR GARCIA-MOLINA Mgmt Withheld Against
JEFFREY O. HENLEY Mgmt For For
DONALD L. LUCAS Mgmt For For
CHARLES E. PHILLIPS, JR Mgmt For For
NAOMI O. SELIGMAN Mgmt Withheld Against
02 PROPOSAL FOR THE APPROVAL OF THE ADOPTION OF Mgmt For For
THE FISCAL YEAR 2010 EXECUTIVE BONUS PLAN.
03 PROPOSAL TO RATIFY THE SELECTION OF ERNST & Mgmt For For
YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL
YEAR ENDING MAY 31, 2010.
04 STOCKHOLDER PROPOSAL REGARDING SPECIAL STOCKHOLDER Shr For Against
MEETINGS.
05 STOCKHOLDER PROPOSAL REGARDING ADVISORY VOTE Shr For Against
ON EXECUTIVE COMPENSATION.
06 STOCKHOLDER PROPOSAL REGARDING EQUITY RETENTION Shr For Against
POLICY.
- --------------------------------------------------------------------------------------------------------------------------
SCHERING-PLOUGH CORPORATION Agenda Number: 933118540
- --------------------------------------------------------------------------------------------------------------------------
Security: 806605101
Meeting Type: Special
Meeting Date: 07-Aug-2009
Ticker: SGP
ISIN: US8066051017
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED Mgmt For For
AS OF MARCH 8, 2009, BY AND AMONG MERCK & CO.,
INC., SCHERING-PLOUGH CORPORATION, SP MERGER
SUBSIDIARY ONE, INC., AND SP MERGER SUBSIDIARY
TWO, INC., AS IT MAY BE AMENDED (THE "MERGER
AGREEMENT") AND THE ISSUANCE OF SHARES OF COMMON
STOCK IN THE MERGER CONTEMPLATED BY THE MERGER
AGREEMENT.
02 APPROVE ANY ADJOURNMENT OF THE SCHERING-PLOUGH Mgmt For For
SPECIAL MEETING (INCLUDING, IF NECESSARY, TO
SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT
SUFFICIENT VOTES TO APPROVE THE MERGER AGREEMENT
AND THE ISSUANCE OF SHARES OF COMMON STOCK
IN THE MERGER).
- --------------------------------------------------------------------------------------------------------------------------
THE PROCTER & GAMBLE COMPANY Agenda Number: 933134241
- --------------------------------------------------------------------------------------------------------------------------
Security: 742718109
Meeting Type: Annual
Meeting Date: 13-Oct-2009
Ticker: PG
ISIN: US7427181091
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: KENNETH I. CHENAULT Mgmt For For
1B ELECTION OF DIRECTOR: SCOTT D. COOK Mgmt For For
1C ELECTION OF DIRECTOR: RAJAT K. GUPTA Mgmt For For
1D ELECTION OF DIRECTOR: A.G. LAFLEY Mgmt For For
1E ELECTION OF DIRECTOR: CHARLES R. LEE Mgmt For For
1F ELECTION OF DIRECTOR: LYNN M. MARTIN Mgmt For For
1G ELECTION OF DIRECTOR: ROBERT A. MCDONALD Mgmt For For
1H ELECTION OF DIRECTOR: W. JAMES MCNERNEY, JR. Mgmt For For
1I ELECTION OF DIRECTOR: JOHNATHAN A. RODGERS Mgmt For For
1J ELECTION OF DIRECTOR: RALPH SNYDERMAN, M.D. Mgmt For For
1K ELECTION OF DIRECTOR: MARY AGNES WILDEROTTER Mgmt For For
1L ELECTION OF DIRECTOR: PATRICIA A. WOERTZ Mgmt For For
1M ELECTION OF DIRECTOR: ERNESTO ZEDILLO Mgmt For For
02 RATIFY APPOINTMENT OF THE INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM
03 AMEND THE COMPANY'S CODE OF REGULATIONS Mgmt For For
04 APPROVE THE PROCTER & GAMBLE 2009 STOCK AND Mgmt For For
INCENTIVE COMPENSATION PLAN
05 SHAREHOLDER PROPOSAL #1 - CUMULATIVE VOTING Shr Against For
06 SHAREHOLDER PROPOSAL #2 - ADVISORY VOTE ON EXECUTIVE Shr For Against
COMPENSATION
- --------------------------------------------------------------------------------------------------------------------------
WYETH Agenda Number: 933114869
- --------------------------------------------------------------------------------------------------------------------------
Security: 983024100
Meeting Type: Annual
Meeting Date: 20-Jul-2009
Ticker: WYE
ISIN: US9830241009
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 VOTE TO ADOPT THE AGREEMENT AND PLAN OF MERGER, Mgmt For For
DATED AS OF JANUARY 25, 2009, AMONG PFIZER
INC., WAGNER ACQUISITION CORP. AND WYETH, AS
IT MAY BE AMENDED FROM TIME TO TIME
02 VOTE TO APPROVE THE ADJOURNMENT OF THE MEETING, Mgmt For For
IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT
THE MERGER AGREEMENT
3A ELECTION OF DIRECTOR: ROBERT M. AMEN Mgmt Against Against
3B ELECTION OF DIRECTOR: MICHAEL J. CRITELLI Mgmt Against Against
3C ELECTION OF DIRECTOR: FRANCES D. FERGUSSON Mgmt For For
3D ELECTION OF DIRECTOR: VICTOR F. GANZI Mgmt Against Against
3E ELECTION OF DIRECTOR: ROBERT LANGER Mgmt For For
3F ELECTION OF DIRECTOR: JOHN P. MASCOTTE Mgmt Against Against
3G ELECTION OF DIRECTOR: RAYMOND J. MCGUIRE Mgmt Against Against
3H ELECTION OF DIRECTOR: MARY LAKE POLAN Mgmt For For
3I ELECTION OF DIRECTOR: BERNARD POUSSOT Mgmt For For
3J ELECTION OF DIRECTOR: GARY L. ROGERS Mgmt Against Against
3K ELECTION OF DIRECTOR: JOHN R. TORELL III Mgmt For For
04 VOTE TO RATIFY PRICEWATERHOUSECOOPERS LLP AS Mgmt For For
WYETH'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2009
05 STOCKHOLDER PROPOSAL REGARDING REPORTING ON Shr Against For
WYETH'S POLITICAL CONTRIBUTIONS AND TRADE ASSOCIATION
PAYMENTS
06 STOCKHOLDER PROPOSAL REGARDING SPECIAL STOCKHOLDER Shr For Against
MEETINGS
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number N/A
Eaton Vance Structured Emerging Markets Fund, a series of Eaton Vance Mutual Funds Trust
(Exact name of registrant as specified in charter)
Two International Place, Boston, Massachusetts, 02110
(Address of principal executive offices) (Zip code)
Maureen A. Gemma, Esq.
Two International Place, Boston, Massachusetts, 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 482-8260
Date of fiscal year end: 10/31
Date of reporting period: 07/1/09- 06/30/10
Eaton Vance Structured Emerging Markets Fund
- --------------------------------------------------------------------------------------------------------------------------
AMERICAN ORIENTAL BIOENGINEERING, INC. Agenda Number: 933156603
- --------------------------------------------------------------------------------------------------------------------------
Security: 028731107
Meeting Type: Annual
Meeting Date: 08-Dec-2009
Ticker: AOB
ISIN: US0287311072
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
TONY LIU Mgmt For For
JUN MIN Mgmt For For
YANCHUN LI Mgmt For For
BINSHENG LI Mgmt For For
COSIMO J. PATTI Mgmt For For
XIANMIN WANG Mgmt For For
EILEEN BRIDGET BRODY Mgmt For For
LAWRENCE S. WIZEL Mgmt For For
BAIQING ZHANG Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST Mgmt For For
& YOUNG HUA MING AS THE COMPANY'S INDEPENDENT
AUDITORS FOR THE 2009 FISCAL YEAR.
- --------------------------------------------------------------------------------------------------------------------------
BANCO DE CHILE Agenda Number: 933202931
- --------------------------------------------------------------------------------------------------------------------------
Security: 059520106
Meeting Type: Annual
Meeting Date: 25-Mar-2010
Ticker: BCH
ISIN: US0595201064
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
E1 AMEND BANCO DE CHILE'S BYLAWS FOR THE INTRODUCTION Mgmt For For
OF A TRANSITORY PROVISION DEFINING THE "NET
INCOME TO BE DISTRIBUTED" SO AS TO COMPLY WITH
THE AGREEMENT DATED NOVEMBER 8, 1996 EXECUTED
BETWEEN THE CENTRAL BANK OF CHILE (BANCO CENTRAL
DE CHILE) AND SM CHILE S.A., PURSUANT TO LAW
NO 19,396
O1 APPROVAL OF BANCO DE CHILE'S ANNUAL REPORT, Mgmt For For
FINANCIAL STATEMENTS AND REPORT OF THE EXTERNAL
AUDITORS FOR THE YEAR ENDED DECEMBER 31, 2009
O2 DISTRIBUTION OF THE NET INCOME FOR THE FISCAL Mgmt For For
YEAR ENDED DECEMBER 31, 2009, AND APPROVAL
OF DIVIDEND NO 198 IN THE AMOUNT OF CH$3,496813
PER SHARE, WHICH REPRESENTS 100% OF THE BANK'S
NET INCOME FOR YEAR 2009. SAID DIVIDEND, IF
APPROVED BY THE SHAREHOLDERS MEETING, SHALL
BE PAID AT THE BANK'S PRINCIPAL OFFICES IMMEDIATELY
AFTER THE MEETING
O3 DIRECTORS' REMUNERATION Mgmt For For
O4 DIRECTORS AND AUDIT COMMITTEE'S REMUNERATION Mgmt For For
AND APPROVAL OF ITS BUDGET
O5 NOMINATION OF EXTERNAL AUDITORS Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
BANCO MACRO S.A. Agenda Number: 933134506
- --------------------------------------------------------------------------------------------------------------------------
Security: 05961W105
Meeting Type: Special
Meeting Date: 10-Sep-2009
Ticker: BMA
ISIN: US05961W1053
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPOINT OF TWO OR MORE SHAREHOLDERS TO SIGN Mgmt For
THE MINUTES OF THE SHAREHOLDERS' MEETING.
02 CAPITAL REDUCTION AND CANCELLATION OF AR $ 30,641,692 Mgmt For
REPRESENTING 30,641,692 SHARES CLASS B OF PAR
VALUE AR $ 1 (ONE ARGENTINA PESO) EACH AND
ENTITLED TO 1 VOTE PER SHARE.
03 AUTHORIZATION TO PERFORM ALL ACTS, PROCEEDINGS Mgmt For
AND FILINGS NECESSARY TO COMPLY WITH ALL APPLICABLE
REGISTRATIONS.
- --------------------------------------------------------------------------------------------------------------------------
BANCO MACRO S.A. Agenda Number: 933220256
- --------------------------------------------------------------------------------------------------------------------------
Security: 05961W105
Meeting Type: Annual
Meeting Date: 06-Apr-2010
Ticker: BMA
ISIN: US05961W1053
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPOINT TWO SHAREHOLDERS TO SIGN THE MINUTES Mgmt For
OF THE SHAREHOLDERS' MEETING.
02 EVALUATE THE DOCUMENTATION PROVIDED FOR IN SECTION Mgmt For
234, SUBSECTION 1 OF LAW NO. 19550, FOR THE
FISCAL YEAR ENDED DECEMBER 31ST 2009.
03 EVALUATE BOTH THE MANAGEMENT OF THE BOARD OF Mgmt For
DIRECTOR AND OF THE SUPERVISORY COMMITTEE.
04 EVALUATE THE DISTRIBUTION OF CASH DIVIDENDS, Mgmt For
SUBJECT TO THE AUTHORIZATION OF BANCO CENTRAL
DE LA REPUBLIC ARGENTINA.
05 EVALUATE THE REMUNERATIONS OF THE MEMBERS OF Mgmt For
THE BOARD OF DIRECTORS FOR THE FISCAL YEAR
ENDED DECEMBER 31ST 2009.
06 EVALUATE THE REMUNERATIONS OF THE MEMBERS OF Mgmt For
THE SUPERVISORY COMMITTEE FOR THE FISCAL YEAR
ENDED DECEMBER 31ST 2009.
07 EVALUATE THE REMUNERATION OF THE INDEPENDENT Mgmt For
AUDITOR FOR THE FISCAL YEAR ENDED DECEMBER
31ST 2009.
08 APPOINT FIVE REGULAR DIRECTORS WHO SHALL HOLD Mgmt For
OFFICE FOR THREE FISCAL YEARS.
09 DETERMINE THE NUMBER OF MEMBERS WHO SHALL FORM Mgmt For
THE SUPERVISORY COMMITTEE AND DESIGNATE THE
NEW REGULAR AND ALTERNATE MEMBERS.
10 APPOINT THE INDEPENDENT AUDITOR FOR THE FISCAL Mgmt For
YEAR TO END DECEMBER 31ST 2010.
11 DEFINE THE AUDITING COMMITTEE'S BUDGET. DELEGATION Mgmt For
TO THE BOARD OF DIRECTORS.
- --------------------------------------------------------------------------------------------------------------------------
BBVA BANCO FRANCES, S.A. Agenda Number: 933229696
- --------------------------------------------------------------------------------------------------------------------------
Security: 07329M100
Meeting Type: Special
Meeting Date: 30-Apr-2010
Ticker: BFR
ISIN: US07329M1009
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPOINTMENT OF TWO SHAREHOLDERS TO PREPARE AND Mgmt For
SIGN THE MINUTES OF THE MEETING, TOGETHER WITH
THE MEETING CHAIRMAN.
02 DISCUSSION OF THE ANNUAL REPORT, ANNUAL CORPORATE Mgmt For
SOCIAL RESPONSIBILITY REPORT, FINANCIAL STATEMENTS.
03 APPROVAL OF THE PERFORMANCE OF THE BOARD OF Mgmt For
DIRECTORS AND STATUTORY AUDITORS' COMMITTEE.
04 DISCUSSION OF THE RESULT OF FISCAL YEAR NO 135, Mgmt For
ENDED ON DECEMBER 31, 2009. DISTRIBUTION OF
DIVIDENDS.
05 DISCUSSION OF BOARD OF DIRECTORS COMPENSATION Mgmt For
FOR THE FISCAL YEAR ENDED ON DECEMBER 31, 2009.
06 DISCUSSION OF STATUTORY AUDITORS' COMMITTEE Mgmt For
COMPENSATION FOR THE FISCAL YEAR ENDED ON DECEMBER
31, 2009.
07 DETERMINATION OF THE NUMBER OF BOARD MEMBERS Mgmt For
AND APPOINTMENT OF DIRECTORS, AS APPROPRIATE,
FOR A TERM OF THREE YEARS.
08 APPOINTMENT OF 3 REGULAR STATUTORY AUDITORS Mgmt For
AND 3 SUBSTITUTE STATUTORY AUDITORS TO BE PART
OF STATUTORY AUDITORS' COMMITTEE.
09 COMPENSATION OF CERTIFYING ACCOUNTANT FOR FINANCIAL Mgmt For
STATEMENTS RELATED TO FISCAL YEAR NO. 135 ENDED
ON DECEMBER 31, 2010.
10 APPOINTMENT OF A CERTIFYING ACCOUNTANT FOR THE Mgmt For
FINANCIAL STATEMENTS OF THE CURRENT FISCAL
YEAR.
11 BYLAWS: CONSIDERATION OF AMENDMENTS TO SECTION Mgmt For
10 AND 21, DELETION OF SECTION 17 AND RESTATEMENT
OF BYLAWS.
12 ALLOCATION OF BUDGET FOR AUDITING COMMITTEE, Mgmt For
IN ACCORDANCE WITH EXECUTIVE ORDER 677/01.
13 MERGER OF ATUEL FIDEICOMISOS S.A. WITH BBVA Mgmt For
BANCO FRANCIES S.A. IN THE TERMS OF SECTION
82.
- --------------------------------------------------------------------------------------------------------------------------
CELLCOM ISRAEL LTD Agenda Number: 933129567
- --------------------------------------------------------------------------------------------------------------------------
Security: M2196U109
Meeting Type: Annual
Meeting Date: 02-Sep-2009
Ticker: CEL
ISIN: IL0011015349
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: AMI EREL Mgmt For For
1B ELECTION OF DIRECTOR: SHAY LIVNAT Mgmt For For
1C ELECTION OF DIRECTOR: RAANAN COHEN Mgmt For For
1D ELECTION OF DIRECTOR: AVRAHAM BIGGER Mgmt For For
1E ELECTION OF DIRECTOR: RAFI BISKER Mgmt For For
1F ELECTION OF DIRECTOR: SHLOMO WAXE Mgmt For For
1G ELECTION OF DIRECTOR: HAIM GAVRIELI Mgmt For For
1H ELECTION OF DIRECTOR: ARI BRONSHTEIN Mgmt For For
1I ELECTION OF DIRECTOR: TAL RAZ Mgmt For For
02 REAPPOINTMENT OF SOMEKH CHAIKIN, AS INDEPENDENT Mgmt For For
AUDITORS.
- --------------------------------------------------------------------------------------------------------------------------
CELLCOM ISRAEL LTD Agenda Number: 933201903
- --------------------------------------------------------------------------------------------------------------------------
Security: M2196U109
Meeting Type: Annual
Meeting Date: 07-Apr-2010
Ticker: CEL
ISIN: IL0011015349
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: AMI EREL Mgmt For For
1B ELECTION OF DIRECTOR: SHAY LIVNAT Mgmt For For
1C ELECTION OF DIRECTOR: RAANAN COHEN Mgmt For For
1D ELECTION OF DIRECTOR: AVRAHAM BIGGER Mgmt For For
1E ELECTION OF DIRECTOR: RAFI BISKER Mgmt For For
1F ELECTION OF DIRECTOR: SHLOMO WAXE Mgmt For For
1G ELECTION OF DIRECTOR: HAIM GAVRIELI Mgmt For For
1H ELECTION OF DIRECTOR: ARI BRONSHTEIN Mgmt For For
1I ELECTION OF DIRECTOR: TAL RAZ Mgmt For For
2A ELECTION OF EXTERNAL DIRECTOR: RONIT BAYTEL Mgmt For For
2B ELECTION OF EXTERNAL DIRECTOR: JOSEPH BARNES Mgmt For For
03 REAPPOINTMENT OF SOMEKH CHAIKIN, AS INDEPENDENT Mgmt For For
AUDITORS.
- --------------------------------------------------------------------------------------------------------------------------
CHECK POINT SOFTWARE TECHNOLOGIES LTD. Agenda Number: 933117497
- --------------------------------------------------------------------------------------------------------------------------
Security: M22465104
Meeting Type: Annual
Meeting Date: 29-Jul-2009
Ticker: CHKP
ISIN: IL0010824113
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GIL SHWED Mgmt For For
MARIUS NACHT Mgmt For For
JERRY UNGERMAN Mgmt For For
DAN PROPPER Mgmt For For
DAVID RUBNER Mgmt For For
TAL SHAVIT Mgmt For For
2A REELECTION OF OUTSIDE DIRECTOR: YOAV CHELOUCHE Mgmt For For
2B REELECTION OF OUTSIDE DIRECTOR: GUY GECHT Mgmt For For
03 TO AUTHORIZE THE CHAIRMAN OF THE BOARD OF DIRECTORS Mgmt For For
TO CONTINUE SERVING AS CHAIRMAN OF THE BOARD
OF DIRECTORS AND THE CHIEF EXECUTIVE OFFICER
FOR UP TO THREE YEARS FOLLOWING THE MEETING
04 TO RATIFY THE APPOINTMENT AND COMPENSATION OF Mgmt For For
CHECK POINT'S INDEPENDENT PUBLIC ACCOUNTANTS
05 TO APPROVE COMPENSATION TO CHECK POINT'S CHIEF Mgmt For For
EXECUTIVE OFFICER WHO IS ALSO THE CHAIRMAN
OF THE BOARD OF DIRECTORS
5A I AM A "CONTROLLING SHAREHOLDER" Mgmt Against
5B I HAVE A "PERSONAL INTEREST" IN ITEM 5 Mgmt Against
- --------------------------------------------------------------------------------------------------------------------------
CHECK POINT SOFTWARE TECHNOLOGIES LTD. Agenda Number: 933289147
- --------------------------------------------------------------------------------------------------------------------------
Security: M22465104
Meeting Type: Annual
Meeting Date: 29-Jun-2010
Ticker: CHKP
ISIN: IL0010824113
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GIL SHWED Mgmt For For
MARIUS NACHT Mgmt For For
JERRY UNGERMAN Mgmt For For
DAN PROPPER Mgmt For For
DAVID RUBNER Mgmt For For
DR. TAL SHAVIT Mgmt For For
02 TO RATIFY THE APPOINTMENT AND COMPENSATION OF Mgmt For For
KOST, FORER, GABBAY & KASIERER, A MEMBER OF
ERNST & YOUNG GLOBAL, AS CHECK POINT'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
03 TO APPROVE COMPENSATION TO CHECK POINT'S CHIEF Mgmt For For
EXECUTIVE OFFICER WHO IS ALSO THE CHAIRMAN
OF THE BOARD OF DIRECTORS.
4A I HAVE A "PERSONAL INTEREST" IN ITEM 3. Mgmt Against
- --------------------------------------------------------------------------------------------------------------------------
CHINA MEDICAL TECHNOLOGIES, INC. Agenda Number: 933154370
- --------------------------------------------------------------------------------------------------------------------------
Security: 169483104
Meeting Type: Annual
Meeting Date: 16-Nov-2009
Ticker: CMED
ISIN: US1694831041
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
02 TO APPROVE THE CHINA MEDICAL TECHNOLOGIES, INC. Mgmt Against Against
2009 EQUITY INCENTIVE PLAN.
- --------------------------------------------------------------------------------------------------------------------------
CHUNGHWA TELECOM CO. LTD. Agenda Number: 933287662
- --------------------------------------------------------------------------------------------------------------------------
Security: 17133Q106
Meeting Type: Annual
Meeting Date: 18-Jun-2010
Ticker: CHT
ISIN: US17133Q1067
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 RATIFICATION OF 2009 BUSINESS REPORT AND FINANCIAL Mgmt For For
STATEMENTS.
02 RATIFICATION OF THE PROPOSAL FOR THE DISTRIBUTION Mgmt For For
OF 2009 EARNINGS.
03 REVISION OF THE ARTICLES OF INCORPORATION. Mgmt For For
04 CAPITAL MANAGEMENT PLAN. THE PROPOSED PLAN IS Mgmt For For
TO CONDUCT A 20% CAPITAL REDUCTION AND CASH
REPAYMENT IN ORDER TO IMPROVE THE COMPANY'S
CAPITAL STRUCTURE.
05 REVISION OF THE "OPERATIONAL PROCEDURES FOR Mgmt For For
ENDORSEMENTS AND GUARANTEES."
6B THE ELECTION OF THE COMPANY'S 6TH TERM SUPERVISORS. Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
CHUNGHWA TELECOM CO. LTD. Agenda Number: 933310017
- --------------------------------------------------------------------------------------------------------------------------
Security: 17133Q106
Meeting Type: Annual
Meeting Date: 18-Jun-2010
Ticker: CHT
ISIN: US17133Q1067
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
6AA ELECTION OF DIRECTOR: MR. SHYUE-CHING LU Mgmt No vote
6AB ELECTION OF DIRECTOR: MR. SHAIO-TUNG CHANG Mgmt No vote
6AC ELECTION OF DIRECTOR: MR. MU-SHUN LIN Mgmt No vote
6AD ELECTION OF DIRECTOR: MR. GUO-SHIN LEE Mgmt No vote
6AE ELECTION OF DIRECTOR: MS. JENNIFER YUH-JEN WU Mgmt No vote
6AF ELECTION OF DIRECTOR: MR. SHIH-WEI PAN Mgmt No vote
6AG ELECTION OF DIRECTOR: MR. GORDON S. CHEN Mgmt No vote
6AH ELECTION OF DIRECTOR: MR. YI-BING LIN Mgmt No vote
6AI ELECTION OF DIRECTOR: MR. SHEN-CHING CHEN Mgmt No vote
6AJ ELECTION OF DIRECTOR: MR. SHIH-PENG TSAI Mgmt No vote
6AK ELECTION OF INDEPENDENT DIRECTOR: MR. ZSE-HONG Mgmt No vote
TSAI
6AL ELECTION OF INDEPENDENT DIRECTOR: MR. C.Y. WANG Mgmt No vote
6AM ELECTION OF INDEPENDENT DIRECTOR: MS. REBECCA Mgmt No vote
CHUNG-FERN WU
- --------------------------------------------------------------------------------------------------------------------------
COMPANIA DE MINAS BUENAVENTURA S.A.A. Agenda Number: 933148632
- --------------------------------------------------------------------------------------------------------------------------
Security: 204448104
Meeting Type: Special
Meeting Date: 12-Oct-2009
Ticker: BVN
ISIN: US2044481040
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 COMPANIA DE MINAS BUENAVENTURA S.A.A. (BUENAVENTURA) Mgmt For For
DESIRES TO PURCHASE, SUBJECT TO SHAREHOLDER
APPROVAL, ALL OF ITS COMMON SHARES HELD BY
ITS WHOLLY-OWNED SUBSIDIARY, COMPANIA MINERA
CONDESA S.A. (CONDESA). SUCH SHARES WILL BE
HELD BY BUENAVENTURA AS TREASURY SHARES, ALL
AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
- --------------------------------------------------------------------------------------------------------------------------
COMPANIA DE MINAS BUENAVENTURA S.A.A. Agenda Number: 933209579
- --------------------------------------------------------------------------------------------------------------------------
Security: 204448104
Meeting Type: Annual
Meeting Date: 26-Mar-2010
Ticker: BVN
ISIN: US2044481040
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO APPROVE THE ANNUAL REPORT AS OF DECEMBER, Mgmt For
31, 2009. A PRELIMINARY SPANISH VERSION OF
THE ANNUAL REPORT WILL BE AVAILABLE IN THE
COMPANY'S WEB SITE HTTP://WWW.BUENAVENTURA.COM/IR/.
02 TO APPROVE THE FINANCIAL STATEMENTS AS OF DECEMBER, Mgmt For
31, 2009, WHICH WERE PUBLICLY REPORTED AND
ARE IN OUR WEB SITE HTTP://WWW.BUENAVENTURA.COM/IR/
(INCLUDED IN 4Q09 EARNINGS RELEASE).
03 TO APPOINT ERNST AND YOUNG (MEDINA, ZALDIVAR, Mgmt For
PAREDES Y ASOCIADOS) AS EXTERNAL AUDITORS FOR
FISCAL YEAR 2010.
04 TO APPROVE THE PAYMENT OF A CASH DIVIDEND OF Mgmt For
US$0.30 PER SHARE OR ADS ACCORDING TO THE COMPANY'S
DIVIDEND POLICY*.
- --------------------------------------------------------------------------------------------------------------------------
CREDICORP LTD. Agenda Number: 933197231
- --------------------------------------------------------------------------------------------------------------------------
Security: G2519Y108
Meeting Type: Annual
Meeting Date: 26-Mar-2010
Ticker: BAP
ISIN: BMG2519Y1084
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO CONSIDER AND APPROVE THE ANNUAL REPORT OF Mgmt For For
THE COMPANY FOR THE FINANCIAL YEAR ENDED DECEMBER
31, 2009.
02 TO CONSIDER AND APPROVE THE AUDITED CONSOLIDATED Mgmt For For
FINANCIAL STATEMENTS OF THE COMPANY AND ITS
SUBSIDIARIES FOR THE FINANCIAL YEAR ENDED DECEMBER
31, 2009, INCLUDING THE REPORT OF THE INDEPENDENT
AUDITORS OF THE COMPANY THEREON.
03 TO APPOINT THE EXTERNAL AUDITORS OF THE COMPANY Mgmt For For
TO PERFORM SUCH SERVICES FOR THE FINANCIAL
YEAR 2010.
- --------------------------------------------------------------------------------------------------------------------------
CRESUD, S.A.C.I.F. Y A. Agenda Number: 933157833
- --------------------------------------------------------------------------------------------------------------------------
Security: 226406106
Meeting Type: Special
Meeting Date: 29-Oct-2009
Ticker: CRESY
ISIN: US2264061068
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPOINTMENT OF TWO SHAREHOLDERS TO SIGN THE Mgmt For For
MINUTE.
02 CONSIDERATION OF THE DOCUMENTATION MENTIONED Mgmt For For
IN SECTION 234, SUB- SECTION 1ST OF THE CORPORATIONS
ACT 19.550, OF THE ACCOUNTING PERIOD CLOSED
ON JUNE 30TH 2009.
03 CONSIDERATION OF THE MANAGEMENT OF THE BOARD Mgmt For For
OF DIRECTORS.
04 CONSIDERATION OF THE MANAGEMENT OF THE SUPERVISORY Mgmt For For
BODY.
05 TREATMENT AND DESTINATION OF THE RESULTS OF Mgmt For For
THE ACCOUNTING PERIOD CLOSED ON JUNE 30TH 2009,
WHICH SHOWED A PROFIT WORTH $124.616.000. CONSIDERATION
OF THE PAYMENT OF A DIVIDEND IN CASH OR IN
KIND UP TO THE AMOUNT EQUIVALENT TO $103.000.000.
DELEGATIONS.
06 CONSIDERATION OF THE REMUNERATION TO THE BOARD Mgmt For For
OF DIRECTORS THAT CORRESPONDS TO THE ACCOUNTING
PERIOD ENDED ON JUNE 30TH 2009 FOR $4.568.790
IN CONFORMITY WITH THE CORPORATIONS ACT 19.550
AND THE RULES OF THE COMISION NACIONAL DE VALORES.
ENTRUSTMENT TO THE BOARD OF DIRECTORS OF THE
APPROVAL OF THE AUDITORS COMMITTEE'S BUDGET.
07 CONSIDERATION OF THE REMUNERATION OF THE SUPERVISORY Mgmt For For
BODY FOR THE ACCOUNTING PERIOD ENDED ON JUNE
30TH 2009.
08 CONSIDERATION OF THE RESIGNATION OF MS. CLARISA Mgmt For For
DIANA LIFSIC.
09 DETERMINATION OF THE NUMBER AND APPOINTMENT Mgmt For For
OF THE DIRECTORS AND THE SUBSTITUTE DIRECTORS,
IF APPLICABLE.
10 APPOINTMENT OF THE MEMBERS AND SUBSTITUTE MEMBERS Mgmt For For
OF THE SUPERVISORY BODY.
11 APPOINTMENT OF THE CERTIFYING ACCOUNTANT FOR Mgmt For For
THE NEXT ACCOUNTING PERIOD AND DETERMINATION
OF HIS REMUNERATION.
12 UPDATE OF THE REPORT OF THE SHARED SERVICES Mgmt For For
CONTRACT (CONTRATO DE SERVICIOS COMPARTIDOS).
AUTHORIZATIONS AND DELEGATIONS.
13 TREATMENT OF THE MONIES PAID FOR PERSONAL ASSETS Mgmt For For
TAX OF THE SHAREHOLDERS.
14 CONSIDERATION OF THE CREATION OF A GLOBAL PROGRAM Mgmt For For
FOR THE ISSUANCE OF SHORT TERM TITLES THAT
REPRESENT DEBT (THE "VCP") INSTRUMENTED BY
NEGOTIABLE SECURITIES WHICH MUST BE SIMPLE,
NOT CONVERTIBLE INTO STOCK, DENOMINATED IN
PESOS, AMERICAN DOLLARS OR ANY OTHER CURRENCY,
WITH A COMMON, SPECIAL, OR FLOATING WARRANTY
AND/OR ANY OTHER WARRANTY, INCLUDING THIRD
PARTIES WARRANTIES, SUBORDINATED OR NOT, FOR
A MAXIMUM OUTSTANDING AMOUNT WHICH COULD NOT
EXCEED PESOS U$D 30.000.000 IN ANY GIVEN TIME,
(THE "VCP PROGRAM").
15 CONSIDERATION OF THE SPECIAL BALANCE SHEET OF Mgmt For For
SPIN - OFF OF INVERSIONES GANADERAS SA, HEREINAFTER
"IGSA" AND THE SPECIAL BALANCE SHEET OF SPIN
- OFF / MERGER OF IGSA, AND THE SPECIAL BALANCE
SHEET OF MERGER OF CRESUD, ALL OF THEM DRAFTED
ON JUNE 30TH 2009, AND OF THE SUPERVISORY BODY
AND THE AUDITOR'S REPORTS. CONSIDERATION OF
THE PREVIOUS COMPROMISE OF SPIN-OFF/ MERGER
ENTERED INTO WITH IGSA ON SEPTEMBER 25TH 2009.
16 CONSIDERATION OF A BONUS PAYMENT TO THE MANAGEMENT Mgmt For For
OF THE COMPANY OF UP TO 1% OF THE OUTSTANDING
CAPITAL STOCK IN CASH OR IN KIND. APPOINTMENT
TO THE BOARD OF DIRECTORS OF THE IMPLEMENTATION,
PERCENTAGE ALLOCATION, TIME AND TYPE OF EXECUTION.
- --------------------------------------------------------------------------------------------------------------------------
CTC MEDIA, INC. Agenda Number: 933235461
- --------------------------------------------------------------------------------------------------------------------------
Security: 12642X106
Meeting Type: Annual
Meeting Date: 22-Apr-2010
Ticker: CTCM
ISIN: US12642X1063
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MATHIAS HERMANSSON Mgmt For For
LEV KHASIS Mgmt For For
WERNER KLATTEN Mgmt For For
02 RATIFICATION OF THE SELECTION BY THE AUDIT COMMITTEE Mgmt For For
OF ERNST & YOUNG LLC AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT
FISCAL YEAR ENDING DECEMBER 31, 2010.
- --------------------------------------------------------------------------------------------------------------------------
EZCHIP SEMICONDUCTOR LTD. Agenda Number: 933130495
- --------------------------------------------------------------------------------------------------------------------------
Security: M4146Y108
Meeting Type: Annual
Meeting Date: 03-Sep-2009
Ticker: EZCH
ISIN: IL0010825441
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ELI FRUCHTER Mgmt For For
PROF. RAN GILADI Mgmt For For
BENNY HANIGAL Mgmt For For
KAREN SARID Mgmt For For
02 TO ELECT SHAI SAUL AS OUTSIDE DIRECTOR. Mgmt For For
03 TO APPROVE THE GRANT OF OPTIONS AND RESTRICTED Mgmt For For
SHARE UNITS TO THE COMPANY'S DIRECTORS.
04 TO RATIFY THE APPOINTMENT AND COMPENSATION OF Mgmt For For
THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS.
05 I AM A "CONTROLLING SHAREHOLDER" MARK "FOR" Mgmt Against
= YES OR "AGAINST" = NO.
- --------------------------------------------------------------------------------------------------------------------------
FOCUS MEDIA HOLDING LIMITED Agenda Number: 933164319
- --------------------------------------------------------------------------------------------------------------------------
Security: 34415V109
Meeting Type: Annual
Meeting Date: 21-Dec-2009
Ticker: FMCN
ISIN: US34415V1098
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A APPROVAL OF THE RE-ELECTION OF DAQING QI AS Mgmt For For
DIRECTOR TO SERVE ON THE BOARD OF DIRECTORS
FOR A FURTHER THREE YEAR TERM OR UNTIL SUCH
DIRECTOR'S SUCCESSOR IS ELECTED AND DULY QUALIFIED,
AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING
ENCLOSED HEREWITH.
1B APPROVAL OF THE RE-ELECTION OF CHARLES CHAO Mgmt For For
AS DIRECTOR TO SERVE ON THE BOARD OF DIRECTORS
FOR A FURTHER THREE YEAR TERM OR UNTIL SUCH
DIRECTOR'S SUCCESSOR IS ELECTED AND DULY QUALIFIED,
AS SET FORTH IN THE COMPANY'S NOTICE OF MEETING
ENCLOSED HEREWITH.
02 APPROVAL OF THE ELECTION OF ALEX DEYI YANG AS Mgmt For For
A DIRECTOR TO SERVE ON THE BOARD OF DIRECTORS
FOR A THREE YEAR TERM OR UNTIL SUCH DIRECTOR'S
SUCCESSOR IS ELECTED AND DULY QUALIFIED, AS
SET FORTH IN THE COMPANY'S NOTICE OF MEETING
ENCLOSED HEREWITH.
03 APPROVAL OF THE 2010 EMPLOYEE SHARE OPTION PLAN Mgmt For For
AND THE AUTHORIZATION OF OFFICERS TO ALLOT,
ISSUE OR DELIVER SHARES PURSUANT TO THE 2010
EMPLOYEE SHARE OPTION PLAN.
04 APPROVAL TO RATIFY THE APPOINTMENT OF DELOITTE Mgmt For For
TOUCHE TOHMATSU CPA LTD. AS INDEPENDENT AUDITORS
OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER
31, 2009, AS SET FORTH IN THE COMPANY'S NOTICE
OF MEETING ENCLOSED HEREWITH.
- --------------------------------------------------------------------------------------------------------------------------
GILAT SATELLITE NETWORKS LTD. Agenda Number: 933172366
- --------------------------------------------------------------------------------------------------------------------------
Security: M51474118
Meeting Type: Annual
Meeting Date: 30-Dec-2009
Ticker: GILT
ISIN: IL0010825102
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 RESOLVED, THAT KOST FORER GABBAY & KASIERER, Mgmt For For
A MEMBER OF ERNST & YOUNG GLOBAL, BE, AND THEY
HERBY ARE, REAPPOINTED AS INDEPENDENT AUDITORS
FOR THE COMPANY UNTIL THE NEXT ANNUAL GENERAL
MEETING OF THE SHAREHOLDERS; AND THAT THE AUDIT
COMMITTEE OF THE BOARD OF DIRECTORS OF THE
COMPANY BE, AND IT HEREBY IS, AUTHORIZED TO
DETERMINE THE COMPENSATION OF THE INDEPENDENT
AUDITORS.
2A RESOLVED, THAT THE RE-NOMINATION OF JEREMY BLANK Mgmt For For
TO THE BOARD OF DIRECTORS, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
2B RESOLVED, THAT THE RE-NOMINATION OF UDI GANANI Mgmt For For
TO THE BOARD OF DIRECTORS, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
2C RESOLVED, THAT THE RE-NOMINATION OF AMIRAM LEVINBERG Mgmt For For
TO BOARD OF DIRECTORS, ALL AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
2D RESOLVED, THAT THE RE-NOMINATION OF KAREN SARID Mgmt For For
TO THE BOARD OF DIRECTORS, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
2E RESOLVED, THAT THE RE-NOMINATION OF IZHAK TAMIR Mgmt For For
TO THE BOARD OF DIRECTORS, AS PRESENTED TO
THE MEETING OF SHAREHOLDERS AND DESCRIBED IN
THE PROXY STATEMENT BE, AND HEREBY IS, APPROVED.
03 RESOLVED, TO RATIFY THE EXTENSION OF THE EMPLOYMENT Mgmt Against Against
AGREEMENT BETWEEN GILAT AND OUR CHIEF EXECUTIVE
OFFICER AND CHAIRMAN OF THE BOARD OF DIRECTORS,
MR. AMIRAM LEVINBERG, FOR ADDITIONAL TWO YEARS
UNTIL DECEMBER 31, 2011, UNDER THE SAME TERMS
AS CURRENTLY IN EFFECT AND TO CLARIFY THE TERMS
OF HIS OPTION GRANT FROM DECEMBER 30, 2008
IN MANNER DESCRIBED IN THIS PROXY STATEMENT.
- --------------------------------------------------------------------------------------------------------------------------
GIVEN IMAGING LTD. Agenda Number: 933123173
- --------------------------------------------------------------------------------------------------------------------------
Security: M52020100
Meeting Type: Annual
Meeting Date: 11-Aug-2009
Ticker: GIVN
ISIN: IL0010865371
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MR. ISRAEL MAKOV Mgmt For For
MR. DENNERT O. WARE Mgmt For For
MR. ARIE MIENTKAVITCH Mgmt For For
MR. DORON BIRGER Mgmt For For
MR. NACHUM SHAMIR Mgmt For For
PROF. ANAT LEOWENSTEIN Mgmt For For
02 APPROVING COMPENSATION TO THE PRESIDENT AND Mgmt For For
CHIEF EXECUTIVE OFFICER OF THE COMPANY, MR.
NACHUM SHAMIR.
03 APPROVING THE COMPANY'S 2009 EQUITY INCENTIVE Mgmt For For
PLAN.
04 EXTENDING THE EXPIRATION TERM OF OUTSTANDING Mgmt For For
STOCK OPTIONS PREVIOUSLY GRANTED TO DIRECTORS
OF THE COMPANY (OTHER THAN EXTERNAL DIRECTORS)
UNDER THE COMPANY'S 2006 EQUITY INCENTIVE PLAN
WITH AN EXPIRATION DATE OF FIVE YEARS FROM
THE DATE OF GRANT.
05 REAPPOINTING THE COMPANY'S INDEPENDENT AUDITORS, Mgmt For For
SOMEKH CHAIKIN, A MEMBER OF KPMG INTERNATIONAL
AS INDEPENDENT AUDITORS OF THE COMPANY UNTIL
THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY
AND APPROVAL THAT THE AUDIT COMMITTEE AND THE
BOARD OF DIRECTORS ARE AUTHORIZED TO DETERMINE
THE REMUNERATION OF SAID AUDITORS.
- --------------------------------------------------------------------------------------------------------------------------
GRUPO FINANCIERO GALICIA S.A. Agenda Number: 933220270
- --------------------------------------------------------------------------------------------------------------------------
Security: 399909100
Meeting Type: Annual
Meeting Date: 14-Apr-2010
Ticker: GGAL
ISIN: US3999091008
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPOINTMENT OF TWO SHAREHOLDERS TO SIGN THE Mgmt For For
MINUTES.
02 EXAMINATION OF THE BUSINESS AFFAIRS OF BANCO Mgmt For For
DE GALICIA Y BUENOS AIRES S.A. POSITION BE
ADOPTED BY GRUPO FINANCIERO GALICIA S.A.
03 EXAMINATION OF BALANCE SHEET, INCOME STATEMENT, Mgmt For For
OTHER DOCUMENTS, SET IN ARTICLE 234, SUBSECTION
1 OF LAW OF COMMERCIAL COMPANIES.
04 TREATMENT TO BE GIVEN TO THE FISCAL YEAR'S RESULTS. Mgmt For For
05 APPROVAL OF THE BOARD OF DIRECTORS AND SUPERVISORY Mgmt For For
SYNDIC COMMITTEE'S PERFORMANCE.
06 SUPERVISORY SYNDIC COMMITTEE'S COMPENSATION. Mgmt Against Against
07 BOARD OF DIRECTORS' COMPENSATION. Mgmt For For
08 GRANTING OF AUTHORIZATION TO THE BOARD TO MAKE Mgmt For For
ADVANCE PAYMENTS OF DIRECTORS FEES TO DIRECTORS.
09 DETERMINATION OF THE NUMBER OF DIRECTORS AND Mgmt For For
ALTERNATE DIRECTORS, ALL AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
10 ELECTION OF THREE REGULAR SYNDICS AND THREE Mgmt For For
ALTERNATE SYNDICS FOR ONE-YEAR TERM OF OFFICE.
11 COMPENSATION OF THE INDEPENDENT ACCOUNTANT CERTIFYING Mgmt Against Against
THE FINANCIAL STATEMENTS FOR FISCAL YEAR 2009.
12 APPOINTMENT OF THE INDEPENDENT ACCOUNTANT AND Mgmt For For
ALTERNATE INDEPENDENT ACCOUNTANT TO CERTIFY
THE FINANCIAL STATEMENTS.
13 EXTENSION OF THE AMOUNT OF THE GLOBAL PROGRAM Mgmt For For
OF SIMPLE SHORT-, MID-AND/OR LONG-TERM NEGOTIABLE
OBLIGATIONS.
14 CORRECTION OF CONFUSING WORDING RELATED TO THE Mgmt For For
4TH SECTION, PARAGRAPH E., ITEM B. OF THE COMPANY'S
BYLAWS.
- --------------------------------------------------------------------------------------------------------------------------
HIMAX TECHNOLOGIES, INC. Agenda Number: 933123147
- --------------------------------------------------------------------------------------------------------------------------
Security: 43289P106
Meeting Type: Annual
Meeting Date: 06-Aug-2009
Ticker: HIMX
ISIN: US43289P1066
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO ADOPT THE 2008 AUDITED ACCOUNTS AND FINANCIAL Mgmt For
REPORTS
02 TO RE-ELECT DR. CHUN-YEN CHANG AS A DIRECTOR Mgmt For
AND ELECT DR. YAN-KUIN SU AND MR. CHIH-CHUNG
TSAI AS NEW DIRECTORS OF THE COMPANY
03 TO APPROVE THE INCREASE OF AUTHORISED SHARE Mgmt Against
CAPITAL, BONUS ISSUE, SHARE CONSOLIDATION AND
AMENDMENTS TO MEMORANDUM AND ARTICLES OF ASSOCIATION
OF THE COMPANY
04 TO WAIVE AND DIS-APPLY ANY AND ALL PREEMPTIVE Mgmt For
RIGHTS OF OFFERINGS RE CASH CAPITAL INCREASE
FOR DUAL LISTING ON THE TAIWAN STOCK EXCHANGE
05 TO RE-INSTATE THE EXISTING AMENDED AND RESTATED Mgmt For
MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE
COMPANY WHERE THE COMPANY ABORTS THE APPLICATION
TO LIST ITS SHARES ON THE TAIWAN STOCK EXCHANGE
06 TO TRANSACT ANY OTHER BUSINESS PROPERLY BROUGHT Mgmt Against
BEFORE THE MEETING
- --------------------------------------------------------------------------------------------------------------------------
INFOSYS TECHNOLOGIES LIMITED Agenda Number: 933286468
- --------------------------------------------------------------------------------------------------------------------------
Security: 456788108
Meeting Type: Annual
Meeting Date: 12-Jun-2010
Ticker: INFY
ISIN: US4567881085
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
O1 TO RECEIVE, CONSIDER AND ADOPT THE BALANCE SHEET Mgmt For
AS AT MARCH 31, 2010, THE PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED ON THAT DATE & THE REPORT
OF THE DIRECTORS AND AUDITORS THEREON.
O2 TO DECLARE A FINAL DIVIDEND FOR THE FINANCIAL Mgmt For
YEAR ENDED MARCH 31, 2010.
O3 TO APPOINT A DIRECTOR IN PLACE OF N.R. NARAYANA Mgmt For
MURTHY, WHO RETIRES BY ROTATION AND, BEING
ELIGIBLE, SEEKS RE-APPOINTMENT.
O4 TO APPOINT A DIRECTOR IN PLACE OF PROF. MARTI Mgmt For
G. SUBRAHMANYAM, WHO RETIRES BY ROTATION AND,
BEING ELIGIBLE, SEEKS RE-APPOINTMENT.
O5 TO APPOINT A DIRECTOR IN PLACE OF S. GOPALAKRISHNAN, Mgmt For
WHO RETIRES BY ROTATION AND, BEING ELIGIBLE,
SEEKS RE-APPOINTMENT.
O6 TO APPOINT A DIRECTOR IN PLACE OF S.D. SHIBULAL, Mgmt For
WHO RETIRES BY ROTATION AND, BEING ELIGIBLE,
SEEKS RE-APPOINTMENT.
O7 TO APPOINT A DIRECTOR IN PLACE OF T.V. MOHANDAS Mgmt For
PAI, WHO RETIRES BY ROTATION AND, BEING ELIGIBLE,
SEEKS RE-APPOINTMENT.
O8 TO APPOINT AUDITORS TO HOLD OFFICE FROM THE Mgmt For
CONCLUSION OF THIS ANNUAL GENERAL MEETING UNTIL
THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING
AND TO FIX THEIR REMUNERATION.
S9 TO APPOINT T.V. MOHANDAS PAI AS WHOLE-TIME DIRECTOR, Mgmt For
LIABLE TO RETIRE BY ROTATION.
S10 TO APPOINT SRINATH BATNI AS WHOLE-TIME DIRECTOR, Mgmt For
LIABLE TO RETIRE BY ROTATION.
- --------------------------------------------------------------------------------------------------------------------------
IRSA INVERSIONES Y REPRESENTACIONES S.A. Agenda Number: 933157821
- --------------------------------------------------------------------------------------------------------------------------
Security: 450047204
Meeting Type: Special
Meeting Date: 29-Oct-2009
Ticker: IRS
ISIN: US4500472042
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPOINTMENT OF TWO SHAREHOLDERS TO SIGN THE Mgmt For For
SHAREHOLDERS MEETING MINUTE.
02 CONSIDERATION OF THE DOCUMENTATION MENTIONED Mgmt For For
IN SECTION 234, SUB- SECTION 1ST OF THE CORPORATIONS
ACT 19.550, OF THE ACCOUNTING PERIOD CLOSED
ON JUNE 30TH 2009.
03 CONSIDERATION OF THE MANAGEMENT OF THE BOARD Mgmt For For
OF DIRECTORS.
04 CONSIDERATION OF THE MANAGEMENT OF THE SUPERVISORY Mgmt For For
BODY.
05 TREATMENT AND DESTINATION OF THE RESULTS OF Mgmt For For
THE ACCOUNTING PERIOD CLOSED ON JUNE 30TH 2009,
WHICH SHOWED A PROFIT WORTH $ 158.635.000 (ARGENTINEAN
PESOS ONE HUNDRED FIFTY EIGHT THOUSAND SIX
HUNDRED THIRTY FIVE). CONSIDERATION OF THE
PAYMENT OF A DIVIDEND IN KIND AND/OR IN CASH
FOR AN AMOUNT EQUIVALENT TO 20% OF THE GROSS
PROFIT OF THE SEGMENT "OFFICE AND OTHERS" DEFINED
IN NOTE 4 OF THE FINANCIAL STATEMENTS BY SEGMENT
UP TO JUNE 30TH 2009 OR UP TO 20% OF THE NET
PROFIT UP TO JUNE 30TH 2009, WHICHEVER IS BIGGER.
06 CONSIDERATION OF THE REMUNERATION TO THE BOARD Mgmt For For
OF DIRECTORS THAT CORRESPONDS TO THE ACCOUNTING
PERIOD ENDED ON JUNE 30TH 2009 FOR $11.945.014
EXCEEDING IN $3.812.601 (PESOS THREE MILLION
EIGHT HUNDRED AND TWELVE THOUSAND SIX HUNDRED
AND ONE) ABOVE THE FIVE PER CENT (5%) LIMIT
OF THE PROFITS ESTABLISHED BY SECTION 261 OF
THE CORPORATIONS ACT 19.550 AND THE RULES OF
THE COMISION NACIONAL DE VALORES, OF THE PROPOSED
AMOUNT OF DIVIDENDS DISTRIBUTION. ENTRUSTMENT
TO THE BOARD OF DIRECTORS OF THE APPROVAL OF
THE AUDITORS COMMITTEE'S BUDGET.
07 CONSIDERATION OF THE REMUNERATION OF THE SUPERVISORY Mgmt For For
BODY FOR THE ACCOUNTING PERIOD ENDED ON JUNE
30TH 2009.
08 DETERMINATION OF THE NUMBER AND APPOINTMENT Mgmt For For
OF THE DIRECTORS AND THE SUBSTITUTE DIRECTORS,
IF APPLICABLE.
09 APPOINTMENT OF THE MEMBERS AND SUBSTITUTE MEMBERS Mgmt For For
OF THE SUPERVISORY BODY.
10 APPOINTMENT OF THE CERTIFYING ACCOUNTANT FOR Mgmt For For
THE NEXT ACCOUNTING PERIOD AND DETERMINATION
OF HIS REMUNERATION.
11 UPDATE OF THE REPORT OF THE SHARED SERVICES Mgmt For For
CONTRACT (CONTRATO DE SERVICIOS COMPARTIDOS).
AUTHORIZATIONS AND DELEGATIONS.
12 TREATMENT OF THE MONIES PAID FOR PERSONAL ASSETS Mgmt For For
TAX OF THE SHAREHOLDERS.
13 CONSIDERATION OF THE EXTENSION OF THE AMOUNTS Mgmt For For
OF THE CURRENT "GLOBAL PROGRAM OF ISSUANCE
OF NEGOTIABLE SECURITIES" (PROGRAMA GLOBAL
DE EMISION DE OBLIGACIONES NEGOCIABLES) UP
TO THE AMOUNT OF U$D 200.000.000 (UNITED STATES
DOLLARS TWO HUNDRED MILLION) (OR ITS EQUIVALENT
AMOUNT IN OTHER CURRENCIES) (THE "PROGRAM").
ASSIGNMENTS AND AUTHORIZATIONS TO THE BOARD
OF DIRECTORS.
14 CONSIDERATION OF THE CREATION OF A GLOBAL PROGRAM Mgmt For For
FOR THE ISSUANCE OF SHORT TERM TITLES THAT
REPRESENT DEBT (THE "VCP") INSTRUMENTED BY
NEGOTIABLE SECURITIES WHICH MUST BE SIMPLE,
NOT CONVERTIBLE INTO STOCK, IN PESOS, AMERICAN
DOLLARS OR ANY OTHER CURRENCY, WITH A COMMON,
SPECIAL, OR FLOATING WARRANTY AND/OR ANY OTHER
WARRANTY, INCLUDING THIRD PARTIES WARRANTIES,
SUBORDINATED OR NOT, FOR A MAXIMUM OUTSTANDING
AMOUNT WHICH COULD NOT EXCEED PESOS U$D 50.000.000
(OR ITS EQUIVALENT IN ANY OTHER CURRENCY) IN
ANY GIVEN TIME, (THE "VCP PROGRAM").
15 CONSIDERATION OF THE SPECIAL BALANCE SHEET OF Mgmt For For
SPIN-OFF / MERGER OF IRSA AND THE SPECIAL BALANCE
SHEET OF MERGER OF PATAGONIAN INVESTMENT SA,
HEREINAFTER PAISA, SPECIAL BALANCE SHEET OF
SPIN - OFF / MERGER OF PALERMO INVEST SA, HEREINAFTER,
"PISA", SPECIAL BALANCE SHEET OF SPIN - OFF
/ MERGER OF INVERSORA BOLIVAR SA, HEREINAFTER
"IBOSA", SPECIAL BALANCE SHEET OF SPIN - OFF
OF PISA, AND SPECIAL BALANCE SHEET OF IBOSA,
ALL OF THEM DRAFTED ON JUNE 30TH 2009, AND
OF THE SUPERVISORY BODY AND THE AUDITOR'S REPORTS.
16 CONSIDERATION OF A BONUS PAYMENT TO THE MANAGEMENT Mgmt For For
OF THE COMPANY OF UP TO 1% OF THE OUTSTANDING
CAPITAL STOCK IN CASH OR IN KIND. APPOINTMENT
TO THE BOARD OF DIRECTORS OF THE IMPLEMENTATION,
PERCENTAGE ALLOCATION, TIME AND TYPE OF EXECUTION.
- --------------------------------------------------------------------------------------------------------------------------
JSC MMC NORILSK NICKEL Agenda Number: 933295912
- --------------------------------------------------------------------------------------------------------------------------
Security: 46626D108
Meeting Type: Consent
Meeting Date: 28-Jun-2010
Ticker: NILSY
ISIN: US46626D1081
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO APPROVE MMC NORILSK NICKEL'S 2009 ANNUAL Mgmt For For
REPORT.
02 TO APPROVE MMC NORILSK NICKEL'S 2009 ANNUAL Mgmt For For
ACCOUNTING STATEMENTS INCLUDING PROFIT AND
LOSS STATEMENT.
03 TO APPROVE DISTRIBUTION OF MMC NORILSK NICKEL'S Mgmt For For
PROFITS AND LOSSES FOR 2009 AS PER THE RECOMMENDATION
OF THE BOARD OF DIRECTORS.
04 TO PAY-OUT DIVIDENDS ON MMC NORILSK NICKEL'S Mgmt For For
ORDINARY SHARES FOR THE YEAR 2009 IN THE AMOUNT
210 RUB PER ORDINARY SHARE.
6A ELECTION OF MEMBER OF THE REVISION COMMISSION: Mgmt For
PETR V. VOZNENKO MANAGER OF CJSC RUSAL GLOBAL
MANAGEMENT BV.
6B ELECTION OF MEMBER OF THE REVISION COMMISSION: Mgmt For
ALEXEY A. KARGACHOV DIRECTOR OF THE INTERNAL
CONTROL DEPARTMENT, OJSC MMC NORILSK NICKEL.
6C ELECTION OF MEMBER OF THE REVISION COMMISSION: Mgmt For
ELENA A. MUKHINA HEAD OF FINANCIAL REPORTING
AND TAX PLANNING DIVISION, CJSC INTERROS HOLDING
COMPANY.
6D ELECTION OF MEMBER OF THE REVISION COMMISSION: Mgmt For
DMITRY V. PERSHINKOV CHIEF OF THE TAX PLANNING
DIVISION OF THE ACCOUNTING, TAXATION AND FINANCIAL
REPORTING DEPARTMENT, OJSC MMC NORILSK NICKEL.
6E ELECTION OF MEMBER OF THE REVISION COMMISSION: Mgmt For
TATIANA V. POTARINA HEAD OF SECTOR, RUSSIAN
SUBSIDIARIES AND ASSOCIATES, DIVISION OF SUBSIDIARIES
AND ASSOCIATES MANAGEMENT OF CORPORATE DEPARTMENT,
OJSC MMC NORILSK NICKEL.
6F ELECTION OF MEMBER OF THE REVISION COMMISSION: Mgmt For
TAMARA A. SIROTKINA DEPUTY CHIEF OF THE CLAIM
ADMINISTRATION DIVISION - CHIEF OF THE ADMINISTRATIVE
AND LEGAL DISPUTES SECTOR OF THE LEGAL DEPARTMENT,
OJSC MMC NORILSK NICKEL.
6G ELECTION OF MEMBER OF THE REVISION COMMISSION: Mgmt For
SERGEY G. KHODACEVICH ADVISOR TO CEO, OJSC
MMC NORILSK NICKEL.
07 TO APPROVE ROSEXPERTIZA LLC AS AUDITOR OF MMC Mgmt For For
NORILSK NICKEL'S 2009 RUSSIAN ACCOUNTING STATEMENTS.
8A 1. TO ESTABLISH THAT THE PRINCIPAL AMOUNT OF Mgmt For For
REMUNERATION TO BE PAID TO AN INDEPENDENT DIRECTOR
SHALL BE USD 62,500 PER QUARTER. 2. IF AN INDEPENDENT
DIRECTOR PRESIDES OVER A BOARD COMMITTEE, TO
ESTABLISH THAT THE ADDITIONAL REMUNERATION
IN THE AMOUNT OF USD 31,250 PER QUARTER. 3.
TO ESTABLISH THAT THE PRINCIPAL AMOUNT OF REMUNERATION
TO BE PAID TO A CHAIRMAN OF THE BOARD OF DIRECTORS.
4. TO ESTABLISH THAT THE AMOUNT OF THE ANNUAL
BONUS TO BE PAID TO A CHAIRMAN OF THE BOARD.
5. REMUNERATION SUMS MENTIONED IN CLAUSES 1,
2, 3 AND 4 OF THIS RESOLUTION.
8B 1. TO APPROVE INCENTIVE PROGRAM - OPTION PLAN Mgmt For For
FOR INDEPENDENT DIRECTORS OF MMC NORILSK NICKEL.
2. TO ESTABLISH THAT THE PROGRAM WILL BE VALID
FROM JUNE 29, 2010 TO JUNE 30, 2011.
09 THE VALUE OF PROPERTY BEING THE SUBJECT OF INTERRELATED Mgmt For For
TRANSACTIONS TO INDEMNIFY MEMBERS OF THE BOARD
OF DIRECTORS AND MEMBERS OF THE MANAGEMENT
BOARD OF OJSC MMC NORILSK NICKEL AGAINST DAMAGES
THE AFOREMENTIONED PERSONS MAY INCUR IN THEIR
RESPECTIVE POSITIONS MENTIONED ABOVE SHALL
NOT EXCEED USD 115,000,000 (ONE HUNDRED FIFTEEN
MILLION US DOLLARS) FOR EACH TRANSACTION.
10 TO APPROVE INTERRELATED TRANSACTIONS, TO WHICH Mgmt For For
ALL MEMBERS OF THE BOARD OF DIRECTORS AND MEMBERS
OF THE MANAGEMENT BOARD OF OJSC MMC NORILSK
NICKEL ARE INTERESTED PARTIES, AND WHICH INVOLVE
THE OBLIGATIONS OF OJSC MMC NORILSK NICKEL
TO INDEMNIFY MEMBERS OF THE BOARD OF DIRECTORS
AND MEMBERS OF THE MANAGEMENT BOARD OF OJSC
MMC NORILSK NICKEL AGAINST DAMAGES THE AFOREMENTIONED
PERSONS MAY INCUR IN THEIR RESPECTIVE POSITIONS
MENTIONED ABOVE, SHALL NOT EXCEED USD 115,000,000
(ONE HUNDRED FIFTEEN MILLION US DOLLARS) FOR
EACH SUCH PERSON.
11 TO ESTABLISH THAT THE VALUE OF SERVICES INVOLVING Mgmt For For
LIABILITY INSURANCE FOR MEMBERS OF THE BOARD
OF DIRECTORS AND MEMBERS OF THE MANAGEMENT
BOARD OF OJSC MMC NORILSK NICKEL WITH LIABILITY
LIMITED TO USD 150,000,000 (ONE HUNDRED FIFTY
MILLION US DOLLARS) AND ADDITIONAL INSURANCE
COVERAGE LIMIT OF USD 50,000,000 (FIFTY MILLION
US DOLLARS) SHALL NOT EXCEED USD 1,200,000
(ONE MILLION TWO HUNDRED THOUSAND US DOLLARS).
12 TO APPROVE THE TRANSACTION, TO WHICH ALL MEMBERS Mgmt For For
OF THE BOARD OF DIRECTORS AND MEMBERS OF THE
MANAGEMENT BOARD OF OJSC MMC NORILSK NICKEL
ARE INTERESTED PARTIES, INVOLVING LIABILITY
INSURANCE FOR MEMBERS OF THE BOARD OF DIRECTORS
AND MEMBERS OF THE MANAGEMENT BOARD WHO WILL
BE BENEFICIARY PARTIES TO THE TRANSACTION BY
A RUSSIAN INSURANCE COMPANY, FOR THE ONE-YEAR
TERM WITH LIABILITY LIMITED TO USD 150,000,000
AND ADDITIONAL INSURANCE COVERAGE LIMIT OF
USD 50,000,000 AND WITH PREMIUM TO INSURER
NOT EXCEEDING USD 1,200,000
13 TO APPROVE INTERRELATED TRANSACTIONS BETWEEN Mgmt For For
OJSC MMC NORILSK NICKEL AND CJSC NORMETIMPEX,
CONSIDERED TO BE INTERESTED PARTIES TRANSACTIONS,
UNDER WHICH OJSC MMC NORILSK NICKEL DELEGATES
CJSC NORMETIMPEX EXECUTION OF LEGAL AND OTHER
ACTIONS, ENVISAGED AT SALES IN DOMESTIC AND
INTERNATIONAL MARKET TILL DECEMBER 2013 INCLUSIVE,
BELONGINGS OF OJSC MMC NORILSK NICKEL: NICKEL
AND NICKEL PRODUCTS IN THE AMOUNT UP TO 240
000 TONNES, COPPER AND COPPER PRODUCTS IN THE
AMOUNT UP TO 450 000 TONNES, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
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JSC MMC NORILSK NICKEL Agenda Number: 933309987
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Security: 46626D108
Meeting Type: Annual
Meeting Date: 28-Jun-2010
Ticker: NILSY
ISIN: US46626D1081
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
5A ELECTION OF DIRECTOR: DMITRY O. AFANASIEV Mgmt No vote
5B ELECTION OF DIRECTOR: BORIS BAKAL Mgmt No vote
5C ELECTION OF DIRECTOR: ALEXEY V. BASHKIROV Mgmt No vote
5D ELECTION OF DIRECTOR: ANDREY E. BOUGROV Mgmt No vote
5E ELECTION OF DIRECTOR: OLGA V. VOITOVICH Mgmt No vote
5F ELECTION OF DIRECTOR: ALEXANDER S. VOLOSHIN Mgmt No vote
5G ELECTION OF DIRECTOR: ARTEM O. VOLYNETS Mgmt No vote
5H ELECTION OF DIRECTOR: VADIM V. GERASKIN Mgmt No vote
5I ELECTION OF DIRECTOR: MAXIM A. GOLDMAN Mgmt No vote
5J ELECTION OF DIRECTOR: OLEG V. DERIPASKA Mgmt No vote
5K ELECTION OF DIRECTOR: MARIANNA A. ZAKHAROVA Mgmt No vote
5L ELECTION OF DIRECTOR: OLGA N. ZINOVIEVA Mgmt No vote
5M ELECTION OF DIRECTOR: NATALIA V. KINDIKOVA Mgmt No vote
5N ELECTION OF DIRECTOR: ANDREY A. KLISHAS Mgmt No vote
5O ELECTION OF DIRECTOR: DMITRY R. KOSTOEV Mgmt No vote
5P ELECTION OF DIRECTOR: BRADFORD ALAN MILLS Mgmt No vote
5Q ELECTION OF DIRECTOR: OLEG M. PIVOVARCHUK Mgmt No vote
5R ELECTION OF DIRECTOR: DMITRY V. RAZUMOV Mgmt No vote
5S ELECTION OF DIRECTOR: PETR I. SINSHINOV Mgmt No vote
5T ELECTION OF DIRECTOR: TATIANA V. SOINA Mgmt No vote
5U ELECTION OF DIRECTOR: MAXIM M. SOKOV Mgmt No vote
5V ELECTION OF DIRECTOR: VLADISLAV A. SOLOVIEV Mgmt No vote
5W ELECTION OF DIRECTOR: VLADIMIR I. STRZHALKOVSKY Mgmt No vote
5X ELECTION OF DIRECTOR: VASILY N. TITOV Mgmt No vote
5Y ELECTION OF DIRECTOR: JOHN GERARD HOLDEN Mgmt No vote
- --------------------------------------------------------------------------------------------------------------------------
KB FINANCIAL GROUP INC Agenda Number: 933177873
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Security: 48241A105
Meeting Type: Special
Meeting Date: 07-Jan-2010
Ticker: KB
ISIN: US48241A1051
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPOINTMENT OF EXECUTIVE DIRECTOR AS WRITTEN Mgmt For For
IN FORM 6-K ON DECEMBER 21, 2009.
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KB FINANCIAL GROUP INC Agenda Number: 933203084
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Security: 48241A105
Meeting Type: Annual
Meeting Date: 26-Mar-2010
Ticker: KB
ISIN: US48241A1051
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPROVAL OF NON-CONSOLIDATED FINANCIAL STATEMENTS Mgmt For For
(STATEMENTS OF FINANCIAL POSITION, STATEMENTS
OF INCOME AND STATEMENTS OF APPROPRIATION OF
RETAINED EARNINGS) FOR FISCAL YEAR 2009.
02 AMENDMENT OF THE ARTICLES OF INCORPORATION. Mgmt For For
03 APPOINTMENT OF NON-EXECUTIVE DIRECTORS. Mgmt For For
04 APPOINTMENT OF CANDIDATES FOR THE MEMBERS OF Mgmt For For
THE AUDIT COMMITTEE, WHO ARE NON-EXECUTIVE
DIRECTORS.
05 APPROVAL OF THE AGGREGATE REMUNERATION LIMIT Mgmt For For
FOR DIRECTORS.
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KT CORPORATION Agenda Number: 933191912
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Security: 48268K101
Meeting Type: Annual
Meeting Date: 12-Mar-2010
Ticker: KT
ISIN: US48268K1016
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPROVAL OF BALANCE SHEET, INCOME STATEMENT Mgmt For For
AND STATEMENT OF APPROPRIATION OF RETAINED
EARNINGS FOR THE 28TH FISCAL YEAR.
02 AMENDMENT OF ARTICLES OF INCORPORATION. Mgmt For For
3A ELECTION OF THE DIRECTOR: SANG HOON LEE Mgmt For For
3B ELECTION OF THE DIRECTOR: HYUN MYUNG PYO Mgmt For For
3C ELECTION OF THE DIRECTOR: CHAN JIN LEE Mgmt For For
3D ELECTION OF THE DIRECTOR: JONG HWAN SONG Mgmt For For
3E ELECTION OF THE DIRECTOR: HAE BANG CHUNG Mgmt For For
4A ELECTION OF MEMBER OF AUDIT COMMITTEE: JEONG Mgmt For For
SUK KOH
4B ELECTION OF MEMBER OF AUDIT COMMITTEE: HAE BANG Mgmt For For
CHUNG
05 APPROVAL OF LIMIT ON REMUNERATION OF DIRECTORS. Mgmt For For
06 AMENDMENT OF EXECUTIVES' SEVERANCE PAY REGULATIONS. Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
MECHEL OAO Agenda Number: 933303769
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Security: 583840103
Meeting Type: Annual
Meeting Date: 30-Jun-2010
Ticker: MTL
ISIN: US5838401033
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO APPROVE 2009 ANNUAL REPORT OF MECHEL OAO. Mgmt For
02 TO APPROVE 2009 ANNUAL ACCOUNTING REPORT INCLUDING Mgmt For
PROFIT AND LOSS ACCOUNT OF MECHEL OAO.
03 TO APPROVE DISTRIBUTION OF PROFIT INCLUDING Mgmt For
COMPANY'S DIVIDEND PAYMENT ACCORDING TO BUSINESS
YEAR RESULTS.
04 DIRECTOR
JOHNSON, ARTHUR DAVID Mgmt For For
GUSEV, V. VASSILIEVICH Mgmt For For
EVTUSHENKO, A.E. Mgmt For For
ZYUZIN, I.V. Mgmt For For
KOZHUKHOVSKIY, I.S. Mgmt For For
KOLPAKOV, S.V. Mgmt For For
POLIN, V. ANATOLYEVICH Mgmt For For
PROSKURNYA, V.V. Mgmt For For
GALE, ROGER IAN Mgmt For For
5A ELECT MEMBER OF THE AUDITING COMMITTEE: ZAGREBIN, Mgmt For
ALEKSEY VYACHESLAVOVICH
5B ELECT MEMBER OF THE AUDITING COMMITTEE: MIKHAYLOVA, Mgmt For
NATALYA GRIGORYEVNA
5C ELECT MEMBER OF THE AUDITING COMMITTEE: RADISHEVSKAYA, Mgmt For
LYUDMILA EDUARDOVNA
06 TO APPROVE ZAO ENERGYCONSULTING/AUDIT TO BE Mgmt For
THE AUDITOR OF MECHEL OPEN JOINT STOCK COMPANY.
07 TO APPROVE A NEW VERSION OF ARTICLES OF ASSOCIATION Mgmt For
OF MECHEL OAO.
08 TO APPROVE A NEW VERSION OF STATEMENT ON GENERAL Mgmt For
MEETING OF SHAREHOLDERS OF MECHEL OPEN JOINT
STOCK COMPANY.
09 TO APPROVE A NEW VERSION OF STATEMENT ON BOARD Mgmt For
OF DIRECTORS OF MECHEL OAO.
10 TO APPROVE A NEW VERSION OF STATEMENT ON REMUNERATION Mgmt For
AND COMPENSATION FOR EXPENSES OF MEMBERS OF
BOARD OF DIRECTORS.
11 TO APPROVE CONCLUSION OF THE GUARANTEE AGREEMENT(S) Mgmt For
AS THE TRANSACTION(S) OF INTEREST BY MECHEL
OAO (HEREAFTER "COMPANY") ON THE TERMS AND
CONDITIONS (SEE FULL TEXT OF RESOLUTIONS ATTACHED).
- --------------------------------------------------------------------------------------------------------------------------
MERCADOLIBRE, INC. Agenda Number: 933264107
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Security: 58733R102
Meeting Type: Annual
Meeting Date: 10-Jun-2010
Ticker: MELI
ISIN: US58733R1023
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
MARCOS GALPERIN Mgmt For For
EMILIANO CALEMZUK Mgmt For For
VERONICA ALLENDE SERRA Mgmt For For
2 TO RATIFY THE APPOINTMENT OF DELOITTE & CO. Mgmt For For
S.R.L. AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2010.
- --------------------------------------------------------------------------------------------------------------------------
MINDRAY MEDICAL INT'L LTD. Agenda Number: 933168949
- --------------------------------------------------------------------------------------------------------------------------
Security: 602675100
Meeting Type: Annual
Meeting Date: 15-Dec-2009
Ticker: MR
ISIN: US6026751007
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 RE-ELECTION OF MR. XU HANG AS A DIRECTOR OF Mgmt For For
THE COMPANY.
02 RE-ELECTION OF MR. CHEN QINGTAI AS A DIRECTOR Mgmt For For
OF THE COMPANY.
03 RE-ELECTION OF MR. RONALD EDE AS A DIRECTOR Mgmt For For
OF THE COMPANY.
04 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2008.
05 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2009.
06 INCREASE BY 6,000,000 THE MAXIMUM NUMBER OF Mgmt Against Against
ORDINARY SHARES THAT MAY BE DELIVERED PURSUANT
TO AWARDS GRANTED UNDER THE COMPANY'S 2006
AMENDED AND RESTATED EMPLOYEE SHARE INCENTIVE
PLAN SUCH THAT THE NEW SHARE LIMIT SHALL BE
21,000,000.
- --------------------------------------------------------------------------------------------------------------------------
MOBILE TELESYSTEMS OJSC Agenda Number: 933152174
- --------------------------------------------------------------------------------------------------------------------------
Security: 607409109
Meeting Type: Special
Meeting Date: 22-Oct-2009
Ticker: MBT
ISIN: US6074091090
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO INSTRUCT MR. RON SOMMER, THE CHAIRMAN OF Mgmt For For
MTS OJSC BOARD OF DIRECTORS, TO SIGN THE MINUTES
OF THE EXTRAORDINARY GENERAL MEETING OF MTS
OJSC SHAREHOLDERS.
02 TO APPROVE MTS OJSC' ("THE COMPANY") ENTERING Mgmt For For
INTO A TRANSACTION - THE LOAN AGREEMENT (THE
"LOAN AGREEMENT") CONCLUDED BETWEEN THE COMPANY
AND THE SYNDICATE OF LENDING BANKS (LIST OF
THE BANKS SPECIFIED IN SUBPARAGRAPH B)(II)
BELOW), AND CONCERNED WITH THE LOAN AGREEMENT
FEE LETTERS (THE "TRANSACTION"), ALL AS MORE
FULLY DESCRIBED IN THE PROXY STATEMENT.
- --------------------------------------------------------------------------------------------------------------------------
NESS TECHNOLOGIES INC Agenda Number: 933262848
- --------------------------------------------------------------------------------------------------------------------------
Security: 64104X108
Meeting Type: Annual
Meeting Date: 07-Jun-2010
Ticker: NSTC
ISIN: US64104X1081
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
AHARON FOGEL Mgmt For For
SACHI GERLITZ Mgmt For For
MORRIS WOLFSON Mgmt For For
DR. SATYAM C. CHERUKURI Mgmt For For
DAN S. SUESSKIND Mgmt For For
P. HOWARD EDELSTEIN Mgmt For For
GABRIEL EICHLER Mgmt For For
AJIT BHUSHAN Mgmt For For
02 TO APPROVE AN AMENDMENT TO THE AMENDED AND RESTATED Mgmt Against Against
2007 STOCK INCENTIVE PLAN.
03 TO RATIFY THE APPOINTMENT OF KOST FORER GABBAY Mgmt For For
& KASIERER, A MEMBER OF ERNST & YOUNG GLOBAL,
AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2010.
- --------------------------------------------------------------------------------------------------------------------------
NETEASE.COM, INC. Agenda Number: 933127424
- --------------------------------------------------------------------------------------------------------------------------
Security: 64110W102
Meeting Type: Annual
Meeting Date: 04-Sep-2009
Ticker: NTES
ISIN: US64110W1027
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A RE-ELECTION OF DIRECTOR: WILLIAM DING Mgmt For For
1B RE-ELECTION OF DIRECTOR: ALICE CHENG Mgmt For For
1C RE-ELECTION OF DIRECTOR: DENNY LEE Mgmt For For
1D RE-ELECTION OF DIRECTOR: JOSEPH TONG Mgmt For For
1E RE-ELECTION OF DIRECTOR: LUN FENG Mgmt For For
1F RE-ELECTION OF DIRECTOR: MICHAEL LEUNG Mgmt For For
1G RE-ELECTION OF DIRECTOR: MICHAEL TONG Mgmt For For
02 APPOINT PRICEWATERHOUSECOOPERS ZHONG TIAN CPAS Mgmt For For
LIMITED COMPANY AS INDEPENDENT AUDITORS OF
NETEASE.COM, INC. FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2009.
- --------------------------------------------------------------------------------------------------------------------------
OAO GAZPROM Agenda Number: 933288967
- --------------------------------------------------------------------------------------------------------------------------
Security: 368287207
Meeting Type: Consent
Meeting Date: 25-Jun-2010
Ticker: OGZPY
ISIN: US3682872078
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPROVE THE ANNUAL REPORT OF OAO "GAZPROM" FOR Mgmt For For
2009.
02 APPROVE THE ANNUAL ACCOUNTING STATEMENTS, INCLUDING Mgmt For For
THE PROFIT AND LOSS REPORT OF THE COMPANY BASED
ON THE RESULTS OF 2009.
03 APPROVE THE DISTRIBUTION OF PROFIT OF THE COMPANY Mgmt For For
BASED ON THE RESULTS OF 2009.
04 APPROVE THE AMOUNT OF, TIME FOR AND FORM OF Mgmt For For
PAYMENT OF ANNUAL DIVIDENDS ON THE COMPANY'S
SHARES THAT HAVE BEEN PROPOSED BY THE BOARD
OF DIRECTORS OF THE COMPANY.
05 APPROVE CLOSED JOINT STOCK COMPANY PRICEWATERHOUSECOOPERS Mgmt For For
AUDIT AS THE COMPANY'S EXTERNAL AUDITOR.
06 APPROVE AMENDMENTS TO THE CHARTER OF OAO GAZPROM Mgmt For For
07 APPROVE AMENDMENTS TO THE REGULATION ON THE Mgmt For For
GENERAL SHAREHOLDERS' MEETING OF OAO GAZPROM.
08 PAY REMUNERATION TO MEMBERS OF THE BOARD OF Mgmt For For
DIRECTORS IN THE AMOUNTS RECOMMENDED BY THE
BOARD OF DIRECTORS OF THE COMPANY.
09 PAY REMUNERATION TO MEMBERS OF THE AUDIT COMMISSION Mgmt For For
IN THE AMOUNTS RECOMMENDED BY THE BOARD OF
DIRECTORS OF THE COMPANY.
G1 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCKCOMPANIES" AND CHAPTER
IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND GAZPROMBANK (OPEN JOINT
STOCK COMPANY) REGARDING RECEIPT BY OAO GAZPROM
OF CASH IN THE MAXIMUM AMOUNT OF 500 MILLION
U.S. DOLLARS OR ITS EQUIVALENT IN RUBLES OR
EUROS, FOR A TERM OF UP TO AND INCLUDING 5
YEARS, WITH INTEREST FOR USING THE LOANS TO
BE PAID AT A RATE NOT EXCEEDING 12% PER ANNUM
IN THE CASE OF LOANS IN U.S. DOLLARS / EUROS,
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
G2 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND SBERBANK OF RUSSIA
OAO REGARDING RECEIPT BY OAO GAZPROM OF CASH
IN THE MAXIMUM AMOUNT OF 1.5 BILLION U.S. DOLLARS
OR ITS EQUIVALENT IN RUBLES OR EUROS, FOR A
TERM OF UP TO AND INCLUDING 5 YEARS, WITH INTEREST
FOR USING THE LOANS TO BE PAID AT A RATE NOT
EXCEEDING 12% PER ANNUM IN THE CASE OF LOANS
IN U.S. DOLLARS / EUROS, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
G3 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO BANK VTB REGARDING
RECEIPT BY OAO GAZPROM OF CASH IN THE MAXIMUM
AMOUNT OF 1 BILLION U.S. DOLLARS OR ITS EQUIVALENT
IN RUBLES OR EUROS, FOR A TERM OF UP TO AND
INCLUDING 5 YEARS, WITH INTEREST FOR USING
THE LOANS TO BE PAID AT A RATE NOT EXCEEDING
12% PER ANNUM IN THE CASE OF LOANS IN U.S.
DOLLARS / EUROS, ALL AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
J1 ELECT THE PERSON TO THE AUDIT COMMISSION OF Mgmt For
OAO GAZPROM: ARKHIPOV DMITRY ALEKSANDROVICH
J2 ELECT THE PERSON TO THE AUDIT COMMISSION OF Mgmt For
OAO GAZPROM: BELOBROV ANDREI VIKTOROVICH
J3 ELECT THE PERSON TO THE AUDIT COMMISSION OF Mgmt For
OAO GAZPROM: BIKULOV VADIM KASYMOVICH
J4 ELECT THE PERSON TO THE AUDIT COMMISSION OF Mgmt For
OAO GAZPROM: KOBZEV ANDREI NIKOLAEVICH
J5 ELECT THE PERSON TO THE AUDIT COMMISSION OF Mgmt For
OAO GAZPROM: LOBANOVA NINA VLADISLAVOVNA
J6 ELECT THE PERSON TO THE AUDIT COMMISSION OF Mgmt For
OAO GAZPROM: LOGUNOV DMITRY SERGEYEVICH
J7 ELECT THE PERSON TO THE AUDIT COMMISSION OF Mgmt For
OAO GAZPROM: NOSOV YURY STANISLAVOVICH
J8 ELECT THE PERSON TO THE AUDIT COMMISSION OF Mgmt For
OAO GAZPROM: PESOTSKY KONSTANTIN VALERIEVICH
J9 ELECT THE PERSON TO THE AUDIT COMMISSION OF Mgmt For
OAO GAZPROM: SALEKHOV MARAT KHASANOVICH
J10 ELECT THE PERSON TO THE AUDIT COMMISSION OF Mgmt For
OAO GAZPROM: TIKHONOVA MARIA GENNADIEVNA
J11 ELECT THE PERSON TO THE AUDIT COMMISSION OF Mgmt For
OAO GAZPROM: YUGOV ALEKSANDR SERGEYEVICH
- --------------------------------------------------------------------------------------------------------------------------
OAO GAZPROM Agenda Number: 933292954
- --------------------------------------------------------------------------------------------------------------------------
Security: 368287207
Meeting Type: Annual
Meeting Date: 25-Jun-2010
Ticker: OGZPY
ISIN: US3682872078
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
04 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND STATE CORPORATION "BANK
FOR DEVELOPMENT AND FOREIGN ECONOMIC AFFAIRS
(VNESHECONOMBANK)" REGARDING RECEIPT BY OAO
GAZPROM OF CASH IN THE MAXIMUM AMOUNT OF 6
BILLION U.S. DOLLARS OR ITS EQUIVALENT IN RUBLES
OR EUROS, ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
05 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: TRANSACTIONS
BETWEEN OAO GAZPROM AND GAZPROMBANK (OPEN JOINT
STOCK COMPANY) ENTERED INTO UNDER THE LOAN
FACILITY AGREEMENT BETWEEN OAO GAZPROM AND
THE BANK, INVOLVING RECEIPT BY OAO GAZPROM
OF CASH IN THE MAXIMUM AMOUNT OF 25 BILLION
RUBLES, ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
06 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: TRANSACTIONS
BETWEEN OAO GAZPROM AND SBERBANK OF RUSSIA
OAO ENTERED INTO UNDER THE LOAN FACILITY AGREEMENT
BETWEEN OAO GAZPROM AND THE BANK, INVOLVING
RECEIPT BY OAO GAZPROM OF CASH IN THE MAXIMUM
AMOUNT OF 17 BILLION RUBLES, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
07 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: TRANSACTIONS
BETWEEN OAO GAZPROM AND ZAO GAZENERGOPROMBANK
ENTERED INTO UNDER THE LOAN FACILITY AGREEMENT
BETWEEN OAO GAZPROM AND THE BANK, INVOLVING
RECEIPT BY OAO GAZPROM OF CASH IN THE MAXIMUM
AMOUNT OF 100 MILLION U.S. DOLLARS, ALL AS
MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
08 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: TRANSACTIONS
BETWEEN OAO GAZPROM AND OAO BANK VTB, ENTERED
INTO UNDER THE LOAN FACILITY AGREEMENT BETWEEN
OAO GAZPROM AND THE BANK, INVOLVING RECEIPT
BY OAO GAZPROM OF CASH IN THE MAXIMUM AMOUNT
OF 5 BILLION RUBLES, ALL AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
09 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND GAZPROMBANK (OPEN JOINT
STOCK COMPANY) PURSUANT TO WHICH GAZPROMBANK
(OPEN JOINT STOCK COMPANY) WILL ACCEPT AND
CREDIT, UPON THE TERMS AND CONDITIONS ANNOUNCED
BY THE BANK, ALL AS MORE FULLY DESCRIBED IN
THE PROXY STATEMENT.
10 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND SBERBANK OF RUSSIA
OAO, ZAO GAZENERGOPROMBANK AND OAO BANK VTB
PURSUANT TO WHICH THE BANKS WILL ACCEPT AND
CREDIT, UPON THE TERMS AND CONDITIONS ANNOUNCED
BY THE BANKS, CASH TRANSFERRED TO ACCOUNTS
OPENED IN OAO GAZPROM'S NAME AND CONDUCT OPERATIONS
THROUGH THE ACCOUNTS IN ACCORDANCE WITH OAO
GAZPROM'S INSTRUCTIONS.
11 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND GAZPROMBANK (OPEN JOINT
STOCK COMPANY), SBERBANK OF RUSSIA OAO, ZAO
GAZENERGOPROMBANK AND OAO BANK VTB, PURSUANT
TO WHICH THE BANKS WILL PROVIDE SERVICES TO
OAO GAZPROM MAKING USE OF ELECTRONIC PAYMENTS
SYSTEM OF THE RESPECTIVE BANK, INCLUDING RECEIPT
FROM OAO GAZPROM OF ELECTRONIC PAYMENT DOCUMENTS
FOR EXECUTING PAYMENT OPERATIONS THROUGH THE
ACCOUNTS.
12 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: FOREIGN
CURRENCY PURCHASE/SALE TRANSACTIONS BETWEEN
OAO GAZPROM AND GAZPROMBANK (OPEN JOINT STOCK
COMPANY) TO BE ENTERED INTO UNDER THE GENERAL
AGREEMENT ON THE CONDUCT OF CONVERSION OPERATIONS
NO. 3446 BETWEEN OAO GAZPROM AND THE BANK DATED
SEPTEMBER 12, 2006, IN THE MAXIMUM AMOUNT OF
500 MILLION U.S. DOLLARS OR ITS EQUIVALENT
IN RUBLES, EUROS OR OTHER CURRENCY FOR EACH
TRANSACTION.
13 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND GAZPROMBANK (OPEN JOINT
STOCK COMPANY) PURSUANT TO WHICH OAO GAZPROM
WILL ISSUE SURETYSHIPS TO SECURE PERFORMANCE
BY OAO GAZPROM'S SUBSIDIARY COMPANIES OF THEIR
OBLIGATIONS TO GAZPROMBANK (OPEN JOINT STOCK
COMPANY) WITH RESPECT TO THE BANK'S GUARANTEES
ISSUED TO THE RUSSIAN FEDERATION'S TAX AUTHORITIES,
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
14 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND SBERBANK OF RUSSIA
OAO PURSUANT TO WHICH OAO GAZPROM WILL ISSUE
SURETYSHIPS TO SECURE PERFORMANCE BY OAO GAZPROM'S
SUBSIDIARY COMPANIES OF THEIR OBLIGATIONS TO
SBERBANK OF RUSSIA OAO WITH RESPECT TO THE
BANK'S GUARANTEES ISSUED TO THE RUSSIAN FEDERATION'S
TAX AUTHORITIES IN CONNECTION WITH THE SUBSIDIARY
COMPANIES CHALLENGING SUCH TAX AUTHORITIES'
CLAIMS IN COURT.
15 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND GAZPROMBANK (OPEN JOINT
STOCK COMPANY) PURSUANT TO WHICH OAO GAZPROM
WILL ISSUE SURETYSHIPS TO SECURE PERFORMANCE
BY OAO GAZPROM'S SUBSIDIARY COMPANIES OF THEIR
OBLIGATIONS TO GAZPROMBANK (OPEN JOINT STOCK
COMPANY) WITH RESPECT TO THE BANK'S GUARANTEES
ISSUED TO THE RUSSIAN FEDERATION'S TAX AUTHORITIES,
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
16 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENT
BETWEEN OAO GAZPROM AND BANK SOCIETE GENERALE
PURSUANT TO WHICH OAO GAZPROM UNDERTAKES TO
BANK SOCIETE GENERALE TO SECURE PERFORMANCE
BY OOO GAZPROM EXPORT OF ITS OBLIGATIONS UNDER
A DIRECT CONTRACT IN CONNECTION WITH THE GAS
TRANSPORTATION AGREEMENT BETWEEN NORD STREAM
AG AND OOO GAZPROM EXPORT, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
17 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO BELTRANSGAZ PURSUANT
TO WHICH OAO GAZPROM WILL GRANT OAO BELTRANSGAZ
TEMPORARY POSSESSION AND USE OF THE FACILITIES
OF THE YAMAL-EUROPE TRUNK GAS PIPELINE SYSTEM
AND THE RELATED SERVICE EQUIPMENT THAT ARE
SITUATED IN THE TERRITORY OF THE REPUBLIC OF
BELARUS FOR A PERIOD NOT EXCEEDING 12 MONTHS,
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
18 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OOO GAZPROMTRANS PURSUANT
TO WHICH OAO GAZPROM WILL GRANT OOO GAZPROMTRANS
TEMPORARY POSSESSION AND USE OF THE INFRASTRUCTURE
FACILITIES OF THE RAILWAY STATIONS OF THE SURGUTSKIY
CONDENSATE STABILIZATION PLANT, SERNAYA RAILWAY
STATION AND TVYORDAYA SERA RAILWAY STATION,
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
19 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND ZAO GAZPROM NEFT ORENBURG
PURSUANT TO WHICH OAO GAZPROM WILL GRANT ZAO
GAZPROM NEFT ORENBURG TEMPORARY POSSESSION
AND USE OF THE WELLS, DOWNHOLE AND ABOVE-GROUND
WELL EQUIPMENT WITHIN THE EASTERN SEGMENT OF
THE ORENBURGSKOYE OIL AND GAS-CONDENSATE FIELD
FOR A PERIOD NOT EXCEEDING 12 MONTHS, ALL AS
MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
20 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO LAZURNAYA PURSUANT
TO WHICH OAO GAZPROM WILL GRANT OAO LAZURNAYA
TEMPORARY POSSESSION AND USE OF THE PROPERTY
OF THE FIRST AND SECOND UNITS OF THE LAZURNAYA
PEAK HOTEL COMPLEX SITUATED IN THE CITY OF
SOCHI, FOR A PERIOD NOT EXCEEDING 12 MONTHS
AND OAO LAZURNAYA WILL MAKE PAYMENT FOR USING
SUCH PROPERTY IN THE MAXIMUM AMOUNT OF 83.4
MILLION RUBLES.
21 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND DOAO TSENTRENERGOGAZ
OF OAO GAZPROM PURSUANT TO WHICH OAO GAZPROM
WILL GRANT DOAO TSENTRENERGOGAZ OF OAO GAZPROM
TEMPORARY POSSESSION AND USE OF THE BUILDING
AND EQUIPMENT OF THE REPAIR AND MACHINING SHOP
AT THE HOME BASE OF THE OIL AND GAS PRODUCTION
DEPARTMENT FOR THE ZAPOLYARNOYE GAS-OIL-CONDENSATE
FIELD, ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
22 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO TSENTRGAZ PURSUANT
TO WHICH OAO GAZPROM WILL GRANT OAO TSENTRGAZ
TEMPORARY POSSESSION AND USE OF THE FACILITIES
OF A PREVENTATIVE CLINIC SITUATED IN THE TULA
REGION, SHCHEKINSKY DISTRICT, TOWNSHIP OF GRUMANT,
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
23 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO GAZPROM PROMGAZ
PURSUANT TO WHICH OAO GAZPROM WILL GRANT OAO
GAZPROM PROMGAZ TEMPORARY POSSESSION AND USE
OF EXPERIMENTAL PROTOTYPES OF GAS-USING EQUIPMENT
(SELF-CONTAINED MODULAR BOILER INSTALLATION,
RECUPERATIVE AIR HEATER, MINI-BOILER UNIT,
RADIANT PANEL HEATING SYSTEM, U-SHAPED RADIANT
TUBE, ALL AS MORE FULLY DESCRIBED IN THE PROXY
STATEMENT.
24 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND GAZPROMBANK (OPEN JOINT
STOCK COMPANY) PURSUANT TO WHICH OAO GAZPROM
WILL GRANT GAZPROMBANK (OPEN JOINT STOCK COMPANY)
TEMPORARY POSSESSION AND USE OF THE NON-RESIDENTIAL
PREMISES IN A BUILDING THAT ARE SITUATED AT
31 LENINA STREET, YUGORSK, TYUMEN REGION AND
ARE USED TO HOUSE A BRANCH OF GAZPROMBANK (OPEN
JOINT STOCK COMPANY), ALL AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
25 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO SALAVATNEFTEORGSINTEZ
PURSUANT TO WHICH OAO GAZPROM WILL GRANT OAO
SALAVATNEFTEORGSINTEZ TEMPORARY POSSESSION
AND USE OF THE GAS CONDENSATE PIPELINE RUNNING
FROM THE KARACHAGANAKSKOYE GAS CONDENSATE FIELD
TO THE ORENBURG GAS REFINERY FOR A PERIOD NOT
EXCEEDING 12 MONTHS, ALL AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
26 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO VOSTOKGAZPROM PURSUANT
TO WHICH OAO GAZPROM WILL GRANT OAO VOSTOKGAZPROM
TEMPORARY POSSESSION AND USE OF M-468R SPECIAL-PURPOSE
COMMUNICATIONS INSTALLATION, AS WELL AS THE
SOFTWARE AND HARDWARE SOLUTIONS "SYSTEM FOR
MANAGING OAO GAZPROM'S PROPERTY AND OTHER ASSETS
AT OAO VOSTOKGAZPROM LEVEL (ERP)", "OAO GAZPROM
LONG-TERM INVESTMENTS REPORTING AND ANALYSIS
SYSTEM (LTIAA).
27 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OOO GAZPROM EXPORT
PURSUANT TO WHICH OAO GAZPROM WILL GRANT OOO
GAZPROM EXPORT TEMPORARY POSSESSION AND USE
OF AN M-468R SPECIAL-PURPOSE COMMUNICATIONS
INSTALLATION, ALL AS MORE FULLY DESCRIBED IN
THE PROXY STATEMENT.
28 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO GAZPROM NEFT PURSUANT
TO WHICH OAO GAZPROM WILL GRANT OAO GAZPROM
NEFT TEMPORARY POSSESSION AND USE OF AN M-468R
SPECIAL-PURPOSE COMMUNICATIONS INSTALLATION,
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
29 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO GAZPROM SPACE SYSTEMS
PURSUANT TO WHICH OAO GAZPROM WILL GRANT OAO
GAZPROM SPACE SYSTEMS TEMPORARY POSSESSION
AND USE OF SOFTWARE AND HARDWARE SOLUTIONS
"SYSTEM FOR MANAGING OAO GAZPROM'S PROPERTY,
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
30 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND ZAO YAMALGAZINVEST
PURSUANT TO WHICH OAO GAZPROM WILL GRANT ZAO
YAMALGAZINVEST TEMPORARY POSSESSION AND USE
OF THE SOFTWARE AND HARDWARE SOLUTIONS "SYSTEM
FOR MANAGING OAO GAZPROM'S PROPERTY AND OTHER
ASSETS AT ZAO YAMALGAZINVEST LEVEL (ERP)" AND
"ELECTRONIC ARCHIVE MODULE AT ZAO YAMALGAZINVEST
LEVEL", ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
31 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND ZAO GAZPROM INVEST
YUG, PURSUANT TO WHICH OAO GAZPROM WILL GRANT
ZAO GAZPROM INVEST YUG TEMPORARY POSSESSION
AND USE OF THE ERP SOFTWARE AND EQUIPMENT COMPLEX
"SYSTEM FOR MANAGING OAO GAZPROM'S PROPERTY
AND OTHER ASSETS AT ZAO GAZPROM INVEST YUG
LEVEL (ERP)" FOR A PERIOD NOT EXCEEDING 12
MONTHS, ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
32 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OOO MEZHREGIONGAZ,
PURSUANT TO WHICH OAO GAZPROM WILL GRANT OOO
MEZHREGIONGAZ TEMPORARY POSSESSION AND USE
OF THE SOFTWARE AND HARDWARE SOLUTIONS "SYSTEM
FOR MANAGING OAO GAZPROM'S PROPERTY AND OTHER
ASSETS AT OOO MEZHREGIONGAZ LEVEL (ERP)", ALL
AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
33 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO SOGAZ, PURSUANT
TO WHICH OAO GAZPROM WILL GRANT OAO SOGAZ TEMPORARY
POSSESSION AND USE OF THE SOFTWARE AND HARDWARE
SOLUTIONS "SYSTEM FOR MANAGING OAO GAZPROM'S
PROPERTY AND OTHER ASSETS AT OAO SOGAZ LEVEL
(ERP)" AND "ELECTRONIC ARCHIVE MODULE AT OAO
INSURANCE COMPANY OF GAS INDUSTRY (SOGAZ) LEVEL",
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
34 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OOO GAZPROM KOMPLEKTATSIYA
PURSUANT TO WHICH OAO GAZPROM WILL GRANT OOO
GAZPROM KOMPLEKTATSIYA TEMPORARY POSSESSION
AND USE OF THE SOFTWARE AND HARDWARE SOLUTIONS
"SYSTEM FOR MANAGING OAO GAZPROM'S PROPERTY
AND OTHER ASSETS AT OOO GAZPROM KOMPLEKTATSIYA
LEVEL (ERP)", "OAO GAZPROM LONG-TERM INVESTMENTS
REPORTING AND ANALYSIS SYSTEM (LTIAA).
35 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND ZAO GAZTELECOM PURSUANT
TO WHICH OAO GAZPROM WILL GRANT ZAO GAZTELECOM
TEMPORARY POSSESSION AND USE OF COMMUNICATIONS
FACILITIES COMPRISED OF BUILDINGS, COMMUNICATIONS
LINES, COMMUNICATIONS NETWORKS, CABLE DUCT
SYSTEMS AND EQUIPMENT, WHICH ARE LOCATED IN
THE CITY OF MOSCOW, THE CITY OF MALOYAROSLAVETS,
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
36 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO GAZPROMREGIONGAZ
PURSUANT TO WHICH OAO GAZPROM WILL GRANT OAO
GAZPROMREGIONGAZ TEMPORARY POSSESSION AND USE
OF THE PROPERTY COMPLEX OF THE GAS DISTRIBUTION
SYSTEM, COMPRISED OF FACILITIES DESIGNED TO
TRANSPORT AND SUPPLY DIRECTLY TO CONSUMERS
(GAS OFFTAKING PIPELINES, GAS DISTRIBUTION
PIPELINES, ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
37 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO DRUZHBA PURSUANT
TO WHICH OAO GAZPROM WILL GRANT OAO DRUZHBA
TEMPORARY POSSESSION AND USE OF THE FACILITIES
OF DRUZHBA VACATION CENTER (HOTELS, EFFLUENT
TREATMENT FACILITIES, TRANSFORMER SUBSTATIONS,
ENTRANCE CHECKPOINTS, COTTAGES, UTILITY NETWORKS,
METAL FENCES, PARKING AREAS, PONDS, ROADS,
PEDESTRIAN CROSSINGS, SITES, SEWAGE PUMPING
STATION, ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
38 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND GAZPROMBANK (OPEN JOINT
STOCK COMPANY) PURSUANT TO WHICH THE BANK,
ACTING AS A CUSTOMS BROKER, WILL ISSUE GUARANTEES
TO THE RUSSIAN FEDERATION'S CUSTOMS AUTHORITIES
IN RESPECT OF OAO GAZPROM'S OBLIGATIONS TO
PAY CUSTOMS PAYMENTS AND EVENTUAL INTEREST
AND PENALTIES, IN THE MAXIMUM AMOUNT OF 50
MILLION RUBLES, ALL AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
39 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND GAZPROMBANK (OPEN JOINT
STOCK COMPANY) PURSUANT TO WHICH THE BANK,
ACTING AS A CUSTOMS BROKER, WILL ISSUE GUARANTEES
TO THE RUSSIAN FEDERATION'S CUSTOMS AUTHORITIES
IN RESPECT OF OAO GAZPROM'S OBLIGATIONS TO
PAY CUSTOMS PAYMENTS AND EVENTUAL INTEREST
AND PENALTIES, IN A MAXIMUM AMOUNT EQUIVALENT
TO 1 MILLION EUROS, ALL AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
40 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OOO MEZHREGIONGAZ,
PURSUANT TO WHICH OAO GAZPROM UNDERTAKES, ACTING
ON BEHALF OF OOO MEZHREGIONGAZ AND AT ITS INSTRUCTIONS,
TO DECLARE FOR CUSTOMS PURPOSES THE NATURAL
GAS TRANSPORTED BY PIPELINE ACROSS THE CUSTOMS
BORDER OF THE RUSSIAN FEDERATION, AND OOO MEZHREGIONGAZ
UNDERTAKES TO PAY FOR SUCH SERVICES IN THE
AMOUNT NOT EXCEEDING 3,000 RUBLES PER CARGO
CUSTOMS DECLARATION.
41 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO NOVATEK, PURSUANT
TO WHICH OAO GAZPROM UNDERTAKES, ACTING ON
BEHALF OF OAO NOVATEK AND AT ITS INSTRUCTIONS,
TO DECLARE FOR CUSTOMS PURPOSES THE NATURAL
GAS TRANSPORTED BY PIPELINE ACROSS THE CUSTOMS
BORDER OF THE RUSSIAN FEDERATION, AND OAO NOVATEK
UNDERTAKES TO PAY FOR SUCH SERVICES IN THE
AMOUNT NOT EXCEEDING 1.58 RUBLES PER 1 THOUSAND
CUBIC METERS OF NATURAL GAS.
42 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OOO MEZHREGIONGAZ PURSUANT
TO WHICH OAO GAZPROM WILL DELIVER AND OOO MEZHREGIONGAZ
WILL ACCEPT (TAKE OFF) GAS IN THE AMOUNT NOT
EXCEEDING 300 BILLION CUBIC METERS, DELIVERABLE
ON A MONTHLY BASIS, AND WILL PAY FOR THE GAS
AN AGGREGATE MAXIMUM AMOUNT OF 992 BILLION
RUBLES.
43 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OOO MEZHREGIONGAZ PURSUANT
TO WHICH OOO MEZHREGIONGAZ UNDERTAKES, ACTING
ON OAO GAZPROM'S INSTRUCTIONS AND FOR A TOTAL
FEE NOT EXCEEDING 252.23 MILLION RUBLES, IN
ITS OWN NAME, ALL AS MORE FULLY DESCRIBED IN
THE PROXY STATEMENT.
44 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OOO MEZHREGIONGAZ PURSUANT
TO WHICH OOO MEZHREGIONGAZ WILL DELIVER AND
OAO GAZPROM WILL ACCEPT (TAKE OFF) GAS BOUGHT
BY OOO MEZHREGIONGAZ FROM INDEPENDENT ENTITIES
IN THE AMOUNT NOT EXCEEDING 11.25 BILLION CUBIC
METERS AND WILL PAY FOR THE GAS AN AGGREGATE
MAXIMUM AMOUNT OF 39.98 BILLION RUBLES.
45 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OOO GAZPROM EXPORT
PURSUANT TO WHICH OOO GAZPROM EXPORT UNDERTAKES,
ACTING ON OAO GAZPROM'S INSTRUCTIONS AND FOR
A TOTAL FEE NOT EXCEEDING 70 MILLION RUBLES,
IN ITS OWN NAME, BUT FOR OAO GAZPROM'S ACCOUNT,
TO ACCEPT LIQUID HYDROCARBONS OWNED BY OAO
GAZPROM, INCLUDING CRUDE OIL, GAS CONDENSATE
AND REFINED PRODUCTS, ALL AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
46 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND ZAO NORTHGAS, PURSUANT
TO WHICH ZAO NORTHGAS WILL DELIVER AND OAO
GAZPROM WILL ACCEPT (TAKE OFF) GAS IN THE AMOUNT
NOT EXCEEDING 70 MILLION CUBIC METERS, DELIVERABLE
ON A MONTHLY BASIS, AND WILL PAY FOR THE GAS
AN AGGREGATE MAXIMUM AMOUNT OF 61 MILLION RUBLES.
47 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO SEVERNEFTEGAZPROM,
PURSUANT TO WHICH OAO SEVERNEFTEGAZPROM WILL
DELIVER AND OAO GAZPROM WILL ACCEPT (TAKE OFF)
GAS IN THE AMOUNT NOT EXCEEDING 16.45 BILLION
CUBIC METERS AND WILL PAY FOR THE GAS AN AGGREGATE
MAXIMUM AMOUNT OF 33.25 BILLION RUBLES.
48 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND ZAO GAZPROM NEFT ORENBURG,
PURSUANT TO WHICH ZAO GAZPROM NEFT ORENBURG
WILL DELIVER AND OAO GAZPROM WILL ACCEPT (TAKE
OFF) UNSTABLE CRUDE OIL IN THE AMOUNT NOT EXCEEDING
800 THOUSAND TONS AND WILL PAY FOR THE CRUDE
OIL AN AGGREGATE MAXIMUM AMOUNT OF 7 BILLION
RUBLES.
49 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO SIBUR HOLDING,
PURSUANT TO WHICH OAO SIBUR HOLDING WILL DELIVER
AND OAO GAZPROM WILL ACCEPT (TAKE OFF) DRY
STRIPPED GAS PROCESSED AT OAO SIBUR HOLDING'S
GAS REFINING COMPLEXES IN THE AMOUNT NOT EXCEEDING
2.3 BILLION CUBIC METERS AND WILL PAY FOR THE
GAS AN AGGREGATE MAXIMUM AMOUNT OF 2.89 BILLION
RUBLES.
50 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO NOVATEK PURSUANT
TO WHICH OAO GAZPROM WILL DELIVER AND OAO NOVATEK
WILL ACCEPT (TAKE OFF) GAS IN THE AMOUNT NOT
EXCEEDING 16.5 BILLION CUBIC METERS AND WILL
PAY FOR THE GAS AN AGGREGATE MAXIMUM AMOUNT
OF 27.67 BILLION RUBLES.
51 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO TOMSKGAZPROM PURSUANT
TO WHICH OAO GAZPROM WILL PROVIDE SERVICES
RELATED TO ARRANGING FOR THE TRANSPORTATION
OF GAS IN A TOTAL AMOUNT NOT EXCEEDING 3 BILLION
CUBIC METERS AND OAO TOMSKGAZPROM WILL PAY
FOR THE SERVICES RELATED TO ARRANGING FOR THE
TRANSPORTATION OF GAS VIA TRUNK GAS PIPELINES
AN AGGREGATE MAXIMUM AMOUNT OF 1.4 BILLION
RUBLES.
52 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OOO MEZHREGIONGAZ PURSUANT
TO WHICH OAO GAZPROM WILL PROVIDE SERVICES
RELATED TO ARRANGING FOR THE TRANSPORTATION
OF GAS IN A TOTAL AMOUNT NOT EXCEEDING 50 BILLION
CUBIC METERS ACROSS THE TERRITORY OF THE RUSSIAN
FEDERATION AND THE REPUBLIC OF KAZAKHSTAN AND
OOO MEZHREGIONGAZ, ALL AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
53 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO GAZPROM NEFT PURSUANT
TO WHICH OAO GAZPROM WILL PROVIDE SERVICES
RELATED TO ARRANGING FOR THE TRANSPORTATION
OF GAS IN A TOTAL AMOUNT NOT EXCEEDING 5 BILLION
CUBIC METERS AND OAO GAZPROM NEFT WILL PAY
FOR THE SERVICES RELATED TO ARRANGING FOR THE
TRANSPORTATION OF GAS VIA TRUNK GAS PIPELINES
AN AGGREGATE MAXIMUM AMOUNT OF 3.2 BILLION
RUBLES.
54 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO NOVATEK PURSUANT
TO WHICH OAO GAZPROM WILL PROVIDE SERVICES
RELATED TO ARRANGING FOR THE TRANSPORTATION
OF GAS IN A TOTAL AMOUNT NOT EXCEEDING 47 BILLION
CUBIC METERS AND OAO NOVATEK WILL PAY FOR THE
SERVICES RELATED TO ARRANGING FOR THE TRANSPORTATION
OF GAS VIA TRUNK GAS PIPELINES AN AGGREGATE
MAXIMUM AMOUNT OF 66.5 BILLION RUBLES.
55 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO NOVATEK PURSUANT
TO WHICH OAO GAZPROM WILL PROVIDE SERVICES
RELATED TO ARRANGING FOR THE INJECTION OF GAS
OWNED BY OAO NOVATEK INTO UNDERGROUND GAS STORAGE
FACILITIES AND ITS STORAGE IN SUCH FACILITIES
IN THE AMOUNT NOT EXCEEDING 3.45 BILLION CUBIC
METERS AND OAO NOVATEK WILL PAY FOR THE SERVICES
RELATED TO ARRANGING FOR GAS INJECTION AND
STORAGE AN AGGREGATE MAXIMUM AMOUNT OF 1.8
MILLION RUBLES.
56 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND A/S LATVIJAS GAZE PURSUANT
TO WHICH OAO GAZPROM WILL SELL AND A/S LATVIJAS
GAZE WILL PURCHASE GAS AS FOLLOWS: IN THE AMOUNT
NOT EXCEEDING 800 MILLION CUBIC METERS FOR
AN AGGREGATE MAXIMUM AMOUNT OF 200 MILLION
EUROS IN THE SECOND HALF OF 2010 AND IN THE
AMOUNT NOT EXCEEDING 1.5 BILLION CUBIC METERS
FOR AN AGGREGATE MAXIMUM AMOUNT OF 450 MILLION
EUROS IN 2011.
57 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND AB LIETUVOS DUJOS PURSUANT
TO WHICH OAO GAZPROM WILL SELL AND AB LIETUVOS
DUJOS WILL PURCHASE GAS AS FOLLOWS: IN THE
AMOUNT NOT EXCEEDING 675 MILLION CUBIC METERS
FOR AN AGGREGATE MAXIMUM AMOUNT OF 170 MILLION
EUROS IN THE SECOND HALF OF 2010 AND IN THE
AMOUNT NOT EXCEEDING 1.6 BILLION CUBIC METERS
FOR AN AGGREGATE MAXIMUM AMOUNT OF 480 MILLION
EUROS IN 2011.
58 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND UAB KAUNO TERMOFIKACIJOS
ELEKTRINE PURSUANT TO WHICH OAO GAZPROM WILL
SELL AND UAB KAUNO TERMOFIKACIJOS ELEKTRINE
WILL PURCHASE GAS AS FOLLOWS: IN THE AMOUNT
NOT EXCEEDING 180 MILLION CUBIC METERS FOR
AN AGGREGATE MAXIMUM AMOUNT OF 45 MILLION EUROS
IN SECOND HALF OF 2010 & IN AMOUNT NOT EXCEEDING
470 MILLION CUBIC METERS FOR AN AGGREGATE MAXIMUM
AMOUNT OF 141 MILLION EUROS IN 2011.
59 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND MOLDOVAGAZ S.A. PURSUANT
TO WHICH OAO GAZPROM WILL DELIVER AND MOLDOVAGAZ
S.A. WILL ACCEPT (TAKE OFF) GAS IN THE AMOUNT
NOT EXCEEDING 3.5 BILLION CUBIC METERS FOR
AN AGGREGATE MAXIMUM AMOUNT OF 900 MILLION
U.S. DOLLARS IN 2011, ALL AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
60 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND KAZROSGAZ LLP PURSUANT
TO WHICH IN 2010 OAO GAZPROM WILL DELIVER AND
KAZROSGAZ LLP WILL ACCEPT (TAKE OFF) GAS IN
THE AMOUNT NOT EXCEEDING 1.2 BILLION CUBIC
METERS FOR AN AGGREGATE MAXIMUM AMOUNT OF 170
MILLION U.S. DOLLARS, ALL AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
61 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO BELTRANSGAZ, PURSUANT
TO WHICH OAO GAZPROM WILL SELL, AND OAO BELTRANSGAZ
WILL PURCHASE GAS IN 2011 IN THE AMOUNT NOT
EXCEEDING 22.5 BILLION CUBIC METERS FOR AN
AGGREGATE MAXIMUM AMOUNT OF 5.625 BILLION U.S.
DOLLARS, ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
62 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND GAZPROM GERMANIA GMBH,
PURSUANT TO WHICH OAO GAZPROM WILL PROVIDE
SERVICES IN 2011 RELATED TO ARRANGING FOR THE
TRANSPORTATION OF NATURAL GAS OWNED BY GAZPROM
GERMANIA GMBH ACROSS THE TERRITORY OF THE REPUBLIC
OF KAZAKHSTAN, THE REPUBLIC OF UZBEKISTAN,
THE RUSSIAN FEDERATION AND THE REPUBLIC OF
BELARUS, ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
63 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND GAZPROM GERMANIA GMBH,
PURSUANT TO WHICH OAO GAZPROM UNDERTAKES, ACTING
ON THE INSTRUCTIONS OF GAZPROM GERMANIA GMBH
FOR A FEE IN THE TOTAL MAXIMUM AMOUNT OF 96,000
U.S. DOLLARS, IN ITS OWN NAME, BUT FOR THE
ACCOUNT OF GAZPROM GERMANIA GMBH, TO ARRANGE
IN 2011 FOR THE TRANSPORTATION OF NATURAL GAS
OWNED BY GAZPROM GERMANIA GMBH, ALL AS MORE
FULLY DESCRIBED IN THE PROXY STATEMENT.
64 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OOO GAZPROMTRANS, PURSUANT
TO WHICH OOO GAZPROMTRANS UNDERTAKES, ACTING
ON THE INSTRUCTIONS OF OAO GAZPROM, FOR A FEE
IN THE TOTAL MAXIMUM AMOUNT OF 350,000 RUBLES,
IN ITS OWN NAME, BUT FOR THE ACCOUNT OF OAO
GAZPROM, TO ENSURE IN 2010-2011 ARRANGEMENT
OF OPERATIONS RELATED TO THE DEVELOPMENT AND
ASSESSMENT OF COST ESTIMATE DOCUMENTATION.
65 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND ZAO GAZPROM INVEST
YUG, PURSUANT TO WHICH ZAO GAZPROM INVEST YUG
UNDERTAKES, ACTING ON THE INSTRUCTIONS OF OAO
GAZPROM, FOR A FEE IN AN AGGREGATE MAXIMUM
AMOUNT OF 200,000 RUBLES, IN ITS OWN NAME,
BUT FOR THE ACCOUNT OF OAO GAZPROM, TO ENSURE
IN 2010-2011 ARRANGEMENT OF OPERATIONS RELATED
TO THE DEVELOPMENT AND ASSESSMENT OF COST ESTIMATE
DOCUMENTATION.
66 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OOO GAZPROM TSENTRREMONT,
PURSUANT TO WHICH OOO GAZPROM TSENTRREMONT
UNDERTAKES, ACTING ON THE INSTRUCTIONS OF OAO
GAZPROM, FOR A FEE IN AN AGGREGATE MAXIMUM
AMOUNT OF 112,500 RUBLES, IN ITS OWN NAME,
BUT FOR THE ACCOUNT OF OAO GAZPROM, TO ENSURE
IN 2010-2011 ARRANGEMENT OF OPERATIONS RELATED
TO THE DEVELOPMENT AND ASSESSMENT OF COST ESTIMATE
DOCUMENTATION.
67 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND ZAO YAMALGAZINVEST,
PURSUANT TO WHICH ZAO YAMALGAZINVEST UNDERTAKES,
ACTING ON THE INSTRUCTIONS OF OAO GAZPROM,
FOR A FEE IN AN AGGREGATE MAXIMUM AMOUNT OF
525,000 RUBLES, IN ITS OWN NAME, BUT FOR THE
ACCOUNT OF OAO GAZPROM, TO ENSURE IN 2010-2011
ARRANGEMENT OF OPERATIONS RELATED TO THE DEVELOPMENT
AND ASSESSMENT OF COST ESTIMATE DOCUMENTATION.
68 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO GAZPROM SPACE SYSTEMS,
PURSUANT TO WHICH OAO GAZPROM SPACE SYSTEMS
UNDERTAKES, WITHIN THE PERIOD BETWEEN JULY
1, 2010 AND DECEMBER 31, 2011, ACTING ON OAO
GAZPROM'S INSTRUCTIONS, TO PROVIDE SERVICES
RELATED TO THE IMPLEMENTATION OF OAO GAZPROM'S
INVESTMENT PROJECTS INVOLVING CONSTRUCTION
AND COMMISSIONING OF FACILITIES, ALL AS MORE
FULLY DESCRIBED IN THE PROXY STATEMENT.
69 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND ZAO YAMALGAZINVEST,
PURSUANT TO WHICH ZAO YAMALGAZINVEST UNDERTAKES,
WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND
DECEMBER 31, 2011, ACTING ON OAO GAZPROM'S
INSTRUCTIONS, TO PROVIDE SERVICES RELATED TO
IMPLEMENTATION OF OAO GAZPROM'S INVESTMENT
PROJECTS INVOLVING CONSTRUCTION AND COMMISSIONING
OF FACILITIES, ALL AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
70 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND ZAO GAZPROM NEFT ORENBURG,
PURSUANT TO WHICH ZAO GAZPROM NEFT ORENBURG
UNDERTAKES, WITHIN THE PERIOD BETWEEN JULY
1, 2010 AND DECEMBER 31, 2011, ACTING ON OAO
GAZPROM'S INSTRUCTIONS, TO PROVIDE SERVICES
RELATED TO IMPLEMENTATION OF OAO GAZPROM'S
INVESTMENT PROJECTS, ALL AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
71 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND ZAO GAZPROM INVEST
YUG, PURSUANT TO WHICH ZAO GAZPROM INVEST YUG
UNDERTAKES, WITHIN THE PERIOD BETWEEN JULY
1, 2010 AND DECEMBER 31, 2011, ACTING ON OAO
GAZPROM'S INSTRUCTIONS, TO PROVIDE SERVICES
RELATED TO IMPLEMENTATION OF OAO GAZPROM'S
INVESTMENT PROJECTS, ALL AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
72 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OOO GAZPROMTRANS, PURSUANT
TO WHICH OOO GAZPROMTRANS UNDERTAKES, WITHIN
THE PERIOD BETWEEN JULY 1, 2010 AND DECEMBER
31, 2011, ACTING ON OAO GAZPROM'S INSTRUCTIONS,
TO PROVIDE SERVICES RELATED TO IMPLEMENTATION
OF OAO GAZPROM'S INVESTMENT PROJECTS, ALL AS
MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
73 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND ZAO GAZTELECOM, PURSUANT
TO WHICH ZAO GAZTELECOM UNDERTAKES, WITHIN
THE PERIOD BETWEEN JULY 1, 2010 AND DECEMBER
31, 2011, ACTING ON OAO GAZPROM'S INSTRUCTIONS,
TO PROVIDE SERVICES RELATED TO IMPLEMENTATION
OF OAO GAZPROM'S INVESTMENT PROJECTS, ALL AS
MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
74 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OOO GAZPROM TSENTRREMONT,
PURSUANT TO WHICH OOO GAZPROM TSENTRREMONT
UNDERTAKES, WITHIN THE PERIOD BETWEEN JULY
1, 2010 AND DECEMBER 31, 2011, ACTING ON OAO
GAZPROM'S INSTRUCTIONS, TO PROVIDE SERVICES
RELATED TO IMPLEMENTATION OF OAO GAZPROM'S
INVESTMENT PROJECTS, ALL AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
75 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO SOGAZ PURSUANT
TO WHICH OAO SOGAZ UNDERTAKES, IN THE EVENT
OF LOSS OR DESTRUCTION OF, OR DAMAGE TO, INCLUDING
DEFORMATION OF THE ORIGINAL GEOMETRICAL DIMENSIONS
OF THE STRUCTURES OR INDIVIDUAL ELEMENTS OF,
MACHINERY OR EQUIPMENT; LINEAR PORTIONS, TECHNOLOGICAL
EQUIPMENT AND FIXTURES OF TRUNK GAS PIPELINES,
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
76 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO SOGAZ PURSUANT
TO WHICH OAO SOGAZ UNDERTAKES, IN THE EVENT
THAT HARM IS CAUSED TO LIFE, HEALTH OR PROPERTY
OF OTHER PERSONS OR THE NATURAL ENVIRONMENT
AS A RESULT OF AN EMERGENCY OR INCIDENT OCCURRING,
AMONG OTHER THINGS, AS A RESULT OF A TERRORIST
ACT AT A HAZARDOUS INDUSTRIAL FACILITY OPERATED
BY OAO GAZPROM (INSURED EVENTS), ALL AS MORE
FULLY DESCRIBED IN THE PROXY STATEMENT.
77 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO SOGAZ PURSUANT
TO WHICH OAO SOGAZ UNDERTAKES, IN THE EVENT
THAT HARM IS CAUSED TO THE LIFE OR HEALTH OF
OAO GAZPROM'S EMPLOYEES (INSURED PERSONS) AS
A RESULT OF AN ACCIDENT THAT OCCURS DURING
THE PERIOD OF THE INSURANCE COVERAGE ON A 24-HOUR-A-DAY
BASIS OR DISEASES THAT ARE DIAGNOSED DURING
THE EFFECTIVE PERIOD OF THE AGREEMENTS, ALL
AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
78 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO SOGAZ, PURSUANT
TO WHICH OAO SOGAZ UNDERTAKES, IN THE EVENT
THAT HARM IS CAUSED TO THE LIFE OR HEALTH OF
EMPLOYEES OF OAO GAZPROM'S BRANCH RESPONSIBLE
FOR THE ADMINISTRATION OF OAO GAZPROM PREMISES
(INSURED PERSONS) AS A RESULT OF AN ACCIDENT
OCCURRING DURING THE PERFORMANCE BY AN INSURED
PERSON OF HIS OFFICIAL DUTIES, ALL AS MORE
FULLY DESCRIBED IN THE PROXY STATEMENT.
79 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO SOGAZ PURSUANT
TO WHICH OAO SOGAZ UNDERTAKES, WHENEVER EMPLOYEES
OF OAO GAZPROM OR MEMBERS OF THEIR FAMILIES
OR NON-WORKING RETIRED FORMER EMPLOYEES OF
OAO GAZPROM OR MEMBERS OF THEIR FAMILIES (INSURED
PERSONS WHO ARE BENEFICIARIES) APPLY TO A HEALTH
CARE INSTITUTION FOR THE PROVISION OF MEDICAL
SERVICES (INSURED EVENTS), ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
80 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO SOGAZ PURSUANT
TO WHICH OAO SOGAZ UNDERTAKES, WHENEVER EMPLOYEES
OF OAO GAZPROM'S BRANCH RESPONSIBLE FOR THE
ADMINISTRATION OF OAO GAZPROM PREMISES, MEMBERS
OF THEIR FAMILIES OR NON-WORKING RETIRED FORMER
EMPLOYEES OF OAO GAZPROM'S BRANCH RESPONSIBLE
FOR THE ADMINISTRATION OF OAO GAZPROM PREMISES
APPLY TO A HEALTH CARE INSTITUTION FOR THE
PROVISION OF MEDICAL SERVICES.
81 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO SOGAZ PURSUANT
TO WHICH OAO SOGAZ UNDERTAKES, WHENEVER EMPLOYEES
OF OAO GAZPROM'S BRANCH OAO GAZPROM AVTOPREDPRIYATIE,
MEMBERS OF THEIR FAMILIES OR NON-WORKING RETIRED
FORMER EMPLOYEES OF OAO GAZPROM'S BRANCH OAO
GAZPROM AVTOPREDPRIYATIE OR MEMBERS OF THEIR
FAMILIES (INSURED PERSONS WHO ARE BENEFICIARIES)
APPLY TO A HEALTH CARE INSTITUTION FOR THE
PROVISION OF MEDICAL SERVICES.
82 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO SOGAZ PURSUANT
TO WHICH OAO SOGAZ UNDERTAKES, WHENEVER HARM
(DAMAGE OR DESTRUCTION) IS CAUSED TO A TRANSPORTATION
VEHICLE OWNED BY OAO GAZPROM, OR SUCH VEHICLE
IS STOLEN OR HIJACKED, OR AN INDIVIDUAL COMPONENT,
PART, UNIT, DEVICE OR SUPPLEMENTARY EQUIPMENT
INSTALLED ON SUCH TRANSPORTATION VEHICLE IS
STOLEN (INSURED EVENTS), ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
83 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENT
BETWEEN OAO GAZPROM AND OAO SOGAZ, ALL AS MORE
FULLY DESCRIBED IN THE PROXY STATEMENT.
84 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO VOSTOKGAZPROM,
ZAO GAZTELECOM, OAO GAZPROM PROMGAZ, OAO GAZPROMREGIONGAZ,
OOO GAZPROM EXPORT, OOO GAZPROMTRANS, ZAO GAZPROM
INVEST YUG, OAO GAZPROM SPACE SYSTEMS, OOO
GAZPROM KOMPLEKTATSIYA, ZAO GAZPROM NEFT ORENBURG,
OAO GAZPROM NEFT , OAO DRUZHBA, OAO LAZURNAYA,
OOO MEZHREGIONGAZ, OAO SALAVATNEFTEORGSINTEZ,
OAO SOGAZ, ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
85 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO GAZPROM PROMGAZ,
PURSUANT TO WHICH OAO GAZPROM PROMGAZ UNDERTAKES,
WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND
NOVEMBER 30, 2011, TO PERFORM, ACTING ON OAO
GAZPROM'S INSTRUCTIONS, RESEARCH WORK FOR OAO
GAZPROM COVERING THE FOLLOWING SUBJECTS: "DEVELOPMENT
OF REGULATORY AND METHODOLOGICAL DOCUMENTATION
ENSURING RELIABILITY AND DEVELOPMENT OF GAS
DISTRIBUTION SYSTEMS".
86 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO GAZPROM PROMGAZ,
PURSUANT TO WHICH OAO GAZPROM PROMGAZ UNDERTAKES
WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND
NOVEMBER 30, 2011 TO PERFORM, ACTING ON OAO
GAZPROM'S INSTRUCTIONS, RESEARCH WORK FOR OAO
GAZPROM COVERING THE FOLLOWING SUBJECTS: "PREPARATION
OF REGULATORY AND METHODOLOGICAL DOCUMENTS
ON ENSURING CONTROL OF DEVELOPMENT OF NATURAL
GAS FIELDS AT OAO GAZPROM".
87 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO GAZPROM PROMGAZ,
PURSUANT TO WHICH OAO GAZPROM PROMGAZ UNDERTAKES
WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND
NOVEMBER 30, 2012 TO PERFORM, ACTING ON OAO
GAZPROM'S INSTRUCTIONS, RESEARCH WORK FOR OAO
GAZPROM, ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
88 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO GAZPROM PROMGAZ,
PURSUANT TO WHICH OAO GAZPROM PROMGAZ UNDERTAKES
WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND
DECEMBER 31, 2012 TO PERFORM, ACTING ON OAO
GAZPROM'S INSTRUCTIONS, RESEARCH WORK FOR OAO
GAZPROM COVERING THE FOLLOWING SUBJECT: "A
PROGRAM OF COMMISSIONING GAS PIPELINE BRANCHES
THROUGH THE YEAR OF 2030", ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
89 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO GAZPROM PROMGAZ,
PURSUANT TO WHICH OAO GAZPROM PROMGAZ UNDERTAKES
WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND
DECEMBER 31, 2011 TO PERFORM, ACTING ON OAO
GAZPROM'S INSTRUCTIONS, RESEARCH WORK FOR OAO
GAZPROM COVERING THE FOLLOWING SUBJECT: "DEVELOPMENT
OF A SYSTEM OF COSTING DESIGN AND EXPLORATION
OPERATIONS AT OAO GAZPROM'S FACILITIES ON THE
BASIS OF LABOR COSTS"
90 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO GAZPROM PROMGAZ,
PURSUANT TO WHICH OAO GAZPROM PROMGAZ UNDERTAKES
WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND
DECEMBER 31, 2010 TO PERFORM, ACTING ON OAO
GAZPROM'S INSTRUCTIONS, RESEARCH WORK FOR OAO
GAZPROM COVERING THE FOLLOWING SUBJECT: "DEVELOPMENT
OF CORPORATE UNIT RATES FOR CONSTRUCTION AND
ASSEMBLY, DRILLING, START-UP AND COMMISSIONING
WORK.
91 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO GAZPROM PROMGAZ,
PURSUANT TO WHICH OAO GAZPROM PROMGAZ UNDERTAKES
WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND
DECEMBER 31, 2011 TO PERFORM, ACTING ON OAO
GAZPROM'S INSTRUCTIONS, RESEARCH WORK FOR OAO
GAZPROM, ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
92 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO GAZPROM PROMGAZ,
PURSUANT TO WHICH OAO GAZPROM PROMGAZ UNDERTAKES
WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND
DECEMBER 31, 2012 TO PERFORM, ACTING ON OAO
GAZPROM'S INSTRUCTIONS, RESEARCH WORK FOR OAO
GAZPROM COVERING THE FOLLOWING SUBJECT: "DEVELOPMENT
OF PLANS OF ACTIVITIES FOR SUPPLY OF NATURAL
GAS AND GASIFICATION OF REGIONS OF EASTERN
SIBERIA AND THE FAR EAST".
93 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO GAZPROM PROMGAZ
PURSUANT TO WHICH OAO GAZPROM PROMGAZ UNDERTAKES
TO PERFORM, WITHIN THE PERIOD BETWEEN JULY
1, 2010 AND DECEMBER 31, 2011, ACTING ON OAO
GAZPROM'S INSTRUCTIONS, RESEARCH WORK FOR OAO
GAZPROM COVERING THE FOLLOWING SUBJECTS: "DEVELOPMENT
OF A COMPREHENSIVE PROGRAM FOR EARLY DIAGNOSTICS
AND PREVENTION OF CARDIOVASCULAR DISEASES OF
OAO GAZPROM'S PERSONNEL".
94 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO GAZPROM PROMGAZ
PURSUANT TO WHICH OAO GAZPROM PROMGAZ UNDERTAKES
TO PERFORM, WITHIN THE PERIOD BETWEEN JULY
1, 2010 AND DECEMBER 31, 2012, ACTING ON OAO
GAZPROM'S INSTRUCTIONS, RESEARCH WORK FOR OAO
GAZPROM, ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.
95 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO GAZPROM PROMGAZ,
PURSUANT TO WHICH OAO GAZPROM PROMGAZ UNDERTAKES,
WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND
DECEMBER 31, 2010, ACTING ON OAO GAZPROM'S
INSTRUCTIONS, TO PROVIDE SERVICES RELATED TO
EXPRESS ASSESSMENT OF ESTIMATED COST OF OAO
GAZPROM'S COMMISSIONED FACILITIES, DETERMINATION
OF THE OPERATIONAL COST AND EXPENSES, ALL AS
MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
96 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO GAZPROM PROMGAZ,
PURSUANT TO WHICH OAO GAZPROM PROMGAZ UNDERTAKES,
WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND
JULY 1, 2012 TO PERFORM, ACTING ON OAO GAZPROM'S
INSTRUCTIONS, RESEARCH WORK FOR OAO GAZPROM
COVERING THE FOLLOWING SUBJECT: "ASSESSMENT
OF OPPORTUNITIES FOR THE SALE OF METHANE EXTRACTED
AT THE PRIMARY PRODUCTION SITES OF KUZNETSK
COAL BASIN".
97 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO GAZPROM PROMGAZ
AND OAO GAZPROM SPACE SYSTEMS (THE CONTRACTORS),
PURSUANT TO WHICH THE CONTRACTORS UNDERTAKE,
WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND
DECEMBER 31, 2010, ACTING ON OAO GAZPROM'S
INSTRUCTIONS, TO PROVIDE SERVICES RELATED TO
IMPLEMENTATION OF PROGRAMS OF SCIENTIFIC AND
TECHNICAL COOPERATION OF OAO GAZPROM WITH FOREIGN
PARTNER COMPANIES.
98 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND ZAO GAZTELECOM, PURSUANT
TO WHICH ZAO GAZTELECOM UNDERTAKES, WITHIN
THE PERIOD BETWEEN JULY 1, 2010 AND DECEMBER
31, 2011, TO PERFORM, ACTING ON OAO GAZPROM'S
INSTRUCTIONS, A SET OF WORK RELATING TO TECHNICAL
MAINTENANCE OF OAO GAZPROM'S TECHNOLOGICAL
ASSETS CONSTITUTING ELEMENTS OF COMMUNICATION
LINES AND EQUIPMENT OF THE FIBER OPTIC COMMUNICATION
SYSTEM.
99 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AN
AGREEMENT BETWEEN OAO GAZPROM AND OAO GAZPROM
PROMGAZ, PURSUANT TO WHICH OAO GAZPROM PROMGAZ
WILL DELIVER TO OAO GAZPROM COMPLETE EXCLUSIVE
RIGHTS TO UTILITY MODEL "CORPORATE SYSTEM FOR
COLLECTING SPACE DATA REQUIRED FOR THE DESIGN
AND OPERATION OF LONG-DISTANCE TECHNICAL STRUCTURES,
PROSPECTING OF OIL AND GAS FIELDS AND THEIR
DEVELOPMENT AND OPERATION" OWNED BY IT.
100 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO GAZPROM PROMGAZ,
ZAO GAZPROM INVEST YUG AND OAO TOMSKGAZPROM
(THE LICENSEES), PURSUANT TO WHICH OAO GAZPROM
WILL GRANT THE LICENSEES ORDINARY (NON-EXCLUSIVE)
LICENSE TO USE COMPUTER SOFTWARE PACKAGE "SOFTWARE
FOR COMPUTATION OF COST ESTIMATES BASED ON
THE RESOURCE METHOD UNDER THE CURRENT LEVEL
OF WELL CONSTRUCTION PRICES", ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT.
101 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OOO GAZPROMTRANS, ZAO
YAMALGAZINVEST, OOO MEZHREGIONGAZ, OAO GAZPROMREGIONGAZ,
OAO SALAVATNEFTEORGSINTEZ, OOO REP AND GAZPROMIPOTEKA
FUND (THE LICENSEES), PURSUANT TO WHICH OAO
GAZPROM WILL GRANT THE LICENSEES AN ORDINARY
(NON-EXCLUSIVE) LICENSE TO USE OAO GAZPROM'S
TRADE MARKS, ALL AS MORE FULLY DESCRIBED IN
THE PROXY STATEMENT.
102 APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE Mgmt For For
FEDERAL LAW "ON JOINT STOCK COMPANIES" AND
CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS
BETWEEN OAO GAZPROM AND OAO GAZPROM NEFT (THE
LICENSEE), PURSUANT TO WHICH OAO GAZPROM WILL
GRANT THE LICENSEE AN EXCLUSIVE LICENSE TO
USE OAO GAZPROM'S TRADE MARKS, ALL AS MORE
FULLY DESCRIBED IN THE PROXY STATEMENT.
- --------------------------------------------------------------------------------------------------------------------------
OAO GAZPROM Agenda Number: 933309901
- --------------------------------------------------------------------------------------------------------------------------
Security: 368287207
Meeting Type: Annual
Meeting Date: 25-Jun-2010
Ticker: OGZPY
ISIN: US3682872078
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
11A ELECTION OF DIRECTOR: AKIMOV ANDREI IGOREVICH Mgmt No vote
11B ELECTION OF DIRECTOR: ANANENKOV ALEKSANDR GEORGIEVICH Mgmt No vote
11C ELECTION OF DIRECTOR: BERGMANN BURCKHARD Mgmt No vote
11D ELECTION OF DIRECTOR: GAZIZULLIN FARIT RAFIKOVICH Mgmt No vote
11E ELECTION OF DIRECTOR: GUSAKOV VLADIMIR ANATOLIEVICH Mgmt No vote
11F ELECTION OF DIRECTOR: ZUBKOV VIKTOR ALEKSEEVICH Mgmt No vote
11G ELECTION OF DIRECTOR: KARPEL ELENA EVGENIEVNA Mgmt No vote
11H ELECTION OF DIRECTOR: MAKAROV ALEKSEI ALEKSANDROVICH Mgmt No vote
11I ELECTION OF DIRECTOR: MILLER ALEKSEI BORISOVICH Mgmt No vote
11J ELECTION OF DIRECTOR: MUSIN VALERY ABRAMOVICH Mgmt No vote
11K ELECTION OF DIRECTOR: NABIULLINA ELVIRA SAKHIPZADOVNA Mgmt No vote
11L ELECTION OF DIRECTOR: NIKOLAEV VIKTOR VASILIEVICH Mgmt No vote
11M ELECTION OF DIRECTOR: RUSAKOVA VLADA VILORIKOVNA Mgmt No vote
11N ELECTION OF DIRECTOR: SEREDA MIKHAIL LEONIDOVICH Mgmt No vote
11O ELECTION OF DIRECTOR: FORTOV VLADIMIR EVGENIEVICH Mgmt No vote
11P ELECTION OF DIRECTOR: SHMATKO SERGEI IVANOVICH Mgmt No vote
11Q ELECTION OF DIRECTOR: YUSUFOV IGOR KHANUKOVICH Mgmt No vote
- --------------------------------------------------------------------------------------------------------------------------
OJSC POLYUS GOLD Agenda Number: 933130990
- --------------------------------------------------------------------------------------------------------------------------
Security: 678129107
Meeting Type: Special
Meeting Date: 14-Sep-2009
Ticker: OPYGY
ISIN: US6781291074
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO DECLARE INTERIM DIVIDEND UPON THE RESULTS Mgmt For For
OF 1ST HALF OF 2009 IN THE AMOUNT OF RUR 6.55
PER ORDINARY SHARE IN OJSC POLYUS GOLD, AND
TO RESOLVE THAT DIVIDENDS SHALL BE PAID WITH
60 DAYS OF THE DATE OF THE RESOLUTION; TO SET
THE DIVIDEND PAYMENT METHODS: BANK AND POSTAL
MONEY TRANSFERS.
02 TO APPROVE A RELATED PARTY TRANSACTION BETWEEN Mgmt For For
OJSC POLYUS GOLD AND CJSC POLYUS - ACQUISITION
BY OJSC POLYUS GOLD OF 16 (SIXTEEN) ADDITIONAL
ORDINARY REGISTERED SHARES IN CJSC POLYUS,
PLACED BY PRIVATE SUBSCRIPTION WITH THE NOMINAL
VALUE OF 400 (FOUR HUNDRED RUBLES) EACH AT
THE PRICE OF 200 000 000 (TWO HUNDRED MILLION)
RUBLES PER SHARE FOR THE TOTAL AMOUNT OF 3
200 000 000 (THREE BILLION AND TWO HUNDRED
MILLION) RUBLES.
- --------------------------------------------------------------------------------------------------------------------------
PETROBRAS ENERGIA S.A. Agenda Number: 933202979
- --------------------------------------------------------------------------------------------------------------------------
Security: 71646J109
Meeting Type: Annual
Meeting Date: 26-Mar-2010
Ticker: PZE
ISIN: US71646J1097
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 CONSIDERATION OF THE ANNUAL REPORT AND SUMMARY Mgmt For For
OF EVENTS, INVENTORY, ALL AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT.
02 APPROVAL OF PERFORMANCE OF THE MANAGEMENT AND Mgmt For For
SUPERVISORY BODIES FOR FISCAL YEAR ENDED DECEMBER
31, 2009.
03 ALLOCATION OF PROFITS FOR THE YEAR. Mgmt For For
04 APPROVAL OF RESIGNATION OF REGULAR DIRECTORS. Mgmt For For
ELECTION OF REGULAR DIRECTORS. ELECTION OF
ALTERNATE DIRECTORS.
05 ELECTION OF THE REGULAR AND ALTERNATE MEMBERS Mgmt For For
OF THE STATUTORY SYNDIC COMMITTEE.
06 CONSIDERATION OF THE COMPENSATION OF DIRECTORS Mgmt Against Against
AND STATUTORY SYNDIC COMMITTEE'S MEMBERS.
07 APPOINTMENT OF THE CERTIFIED PUBLIC ACCOUNTANT Mgmt For For
WHO WILL PERFORM AS INDEPENDENT AUDITOR FOR
THE NEW FISCAL YEAR.
08 CONSIDERATION OF THE AUDIT COMMITTEE'S BUDGET. Mgmt For For
09 RATIFICATION OF ACTS PERFORMED IN CONNECTION Mgmt For For
WITH THE MERGER OF PETROBRAS ENERGIA S.A. &
PETROBRAS ENERGIA PARTICIPACIONES S.A.
10 APPROVAL OF PERFORMANCE OF THE MANAGEMENT BODY Mgmt For For
IN CHARGE OF THE MANAGEMENT OF PETROBRAS ENERGIA
PARTICIPACIONES S.A.
11 APPROVAL OF PERFORMANCE OF THE STATUTORY SYNDIC Mgmt For For
COMMITTEE OF PETROBRAS ENERGIA PARTICIPACIONES
S.A.
12 CONSIDERATION OF THE COMPENSATION OF THE STATUTORY Mgmt For For
SYNDIC COMMITTEE'S MEMBERS OF PETROBRAS ENERGIA
PARTICIPACIONES S.A.
13 APPOINTMENT OF TWO SHAREHOLDERS TO SIGN THE Mgmt For For
MINUTES.
- --------------------------------------------------------------------------------------------------------------------------
ROSTELECOM LONG DISTANCE & TELECOMM. Agenda Number: 933279627
- --------------------------------------------------------------------------------------------------------------------------
Security: 778529107
Meeting Type: Consent
Meeting Date: 29-May-2010
Ticker: ROSYY
ISIN: US7785291078
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 PRE-TERM TERMINATION OF AUTHORITY OF THE MEMBERS Mgmt For For
OF ROSTELECOM'S BOARD OF DIRECTORS
- --------------------------------------------------------------------------------------------------------------------------
ROSTELECOM LONG DISTANCE & TELECOMM. Agenda Number: 933309800
- --------------------------------------------------------------------------------------------------------------------------
Security: 778529107
Meeting Type: Special
Meeting Date: 29-May-2010
Ticker: ROSYY
ISIN: US7785291078
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
2A ELECTION OF DIRECTOR: YEVGENY YURCHENKO, GENERAL Mgmt No vote
DIRECTOR OF SVYAZINVEST
2B ELECTION OF DIRECTOR: ALEXANDER PROVOTOROV, Mgmt No vote
FIRST DEPUTY GENERAL DIRECTOR OF SVYAZINVEST
2C ELECTION OF DIRECTOR: ALEXEY LOKOTKOV, DEPUTY Mgmt No vote
GENERAL DIRECTOR OF SVYAZINVEST
2D ELECTION OF DIRECTOR: YELENA UMNOVA, DEPUTY Mgmt No vote
GENERAL DIRECTOR OF SVYAZINVEST
2E ELECTION OF DIRECTOR: VIKTOR SAVCHENKO, DEPUTY Mgmt No vote
GENERAL DIRECTOR OF SVYAZINVEST
2F ELECTION OF DIRECTOR: VLADIMIR BONDARIK, DEPUTY Mgmt No vote
GENERAL DIRECTOR OF SVYAZINVEST
2G ELECTION OF DIRECTOR: SERGEI KUZNETSOV, MEMBER Mgmt No vote
OF INDEPENDENT DIRECTORS' NATIONAL REGISTER
OF THE RUSSIAN UNION OF INDUSTRIALISTS AND
ENTREPRENEURS
2H ELECTION OF DIRECTOR: MIKHAIL LESHCHENKO, DEPUTY Mgmt No vote
GENERAL DIRECTOR OF SVYAZINVEST
2I ELECTION OF DIRECTOR: VALENTINA VEREMYANINA, Mgmt No vote
DIRECTOR OF CORPORATE GOVERNANCE AND LEGAL
DEPARTMENT OF SVYAZINVEST
2J ELECTION OF DIRECTOR: KONSTANTIN MALOFEEV, MANAGING Mgmt No vote
PARTNER OF MARCAP ADVISORS LIMITED
2K ELECTION OF DIRECTOR: IVAN RODIONOV, PROFESSOR Mgmt No vote
OF STATE UNIVERSITY HIGHER SCHOOL OF ECONOMICS
2L ELECTION OF DIRECTOR: ANATOLY TIKHONOV, MANAGEMENT Mgmt No vote
BOARD MEMBER, FIRST DEPUTY CHAIRMAN OF VNESHECONOMBANK
2M ELECTION OF DIRECTOR: ANATOLY BALLO, MANAGEMENT Mgmt No vote
BOARD MEMBER, DEPUTY CHAIRMAN OF VNESHECONOMBANK
2N ELECTION OF DIRECTOR: MIKHAIL POLUBOYARINOV, Mgmt No vote
DIRECTOR OF INFRASTRUCTURE DEPARTMENT OF VNESHECONOMBANK
2O ELECTION OF DIRECTOR: YURY SURKOV, DEPUTY DIRECTOR Mgmt No vote
OF INFRASTRUCTURE DEPARTMENT OF VNESHECONOMBANK
2P ELECTION OF DIRECTOR: YURY KUDIMOV, GENERAL Mgmt No vote
DIRECTOR OF VEB CAPITAL LTD
- --------------------------------------------------------------------------------------------------------------------------
ROSTELECOM LONG DISTANCE & TELECOMM. Agenda Number: 933296647
- --------------------------------------------------------------------------------------------------------------------------
Security: 778529107
Meeting Type: Annual
Meeting Date: 26-Jun-2010
Ticker: ROSYY
ISIN: US7785291078
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPROVAL OF THE COMPANY'S ANNUAL REPORT, ANNUAL Mgmt For For
FINANCIAL STATEMENTS, INCLUDING PROFIT AND
LOSS STATEMENT OF THE COMPANY, UPON THE RESULTS
OF THE REPORTING FISCAL YEAR 2009.
02 DISTRIBUTION OF PROFITS (INCLUDING DIVIDEND Mgmt For For
PAYMENT) UPON THE RESULTS OF THE REPORTING
FISCAL YEAR 2009.
4A ELECTION OF THE AUDIT COMMISSION OF THE COMPANY: Mgmt For For
MIKHAIL BATMANOV.
4B ELECTION OF THE AUDIT COMMISSION OF THE COMPANY: Mgmt For For
BOGDAN GOLUBITSKY.
4C ELECTION OF THE AUDIT COMMISSION OF THE COMPANY: Mgmt For For
SVETLANA BOCHAROVA.
4D ELECTION OF THE AUDIT COMMISSION OF THE COMPANY: Mgmt For For
OLGA KOROLEVA.
4E ELECTION OF THE AUDIT COMMISSION OF THE COMPANY: Mgmt For For
ALEXEI MALTSEV.
4F ELECTION OF THE AUDIT COMMISSION OF THE COMPANY: Mgmt For For
VYACHESLAV ULUPOV.
4G ELECTION OF THE AUDIT COMMISSION OF THE COMPANY: Mgmt For For
GEORGY CHICHERIN.
05 APPROVAL OF THE COMPANY'S AUDITOR FOR THE YEAR Mgmt For For
2010.
06 DETERMINATION OF THE COMPANY'S AUTHORIZED SHARES Mgmt For For
NUMBER AND RIGHTS PROVIDED BY THESE SHARES,
AND AMENDMENTS TO THE COMPANY'S CHARTER IN
RESPECT OF THE PROVISIONS ON AUTHORIZED SHARES.
07 REORGANIZATION OF THE COMPANY IN THE FORM OF Mgmt For For
MERGER WITH AND INTO THE COMPANY OF OPEN JOINT-STOCK
COMPANY CENTRAL TELECOMMUNICATIONS COMPANY,
OPEN JOINT-STOCK COMPANY SIBIRTELECOM, OPEN
JOINT-STOCK COMPANY FAR-EAST TELECOM, OPEN
JOINT-STOCK COMPANY VOLGA TELECOM, OPEN JOINT-STOCK
COMPANY NORTH-WEST TELECOM, OPEN JOINT-STOCK
COMPANY URALSVYAZINFORM, OPEN JOINT-STOCK COMPANY
SOUTHERN TELECOMMUNICATIONS COMPANY, OPEN JOINT-STOCK
COMPANY FOR TELECOMMUNICATIONS AND INFORMATION
OF THE REPUBLIC OF DAGESTAN.
08 APPROVAL OF THE AMENDMENTS NO. 2 TO THE COMPANY'S Mgmt For For
CHARTER.
09 APPROVAL OF THE AMENDMENTS NO. 3 TO THE COMPANY'S Mgmt For For
CHARTER.
10 APPROVAL OF THE RESTATED REGULATIONS ON THE Mgmt For For
GENERAL SHAREHOLDERS' MEETING OF THE COMPANY.
11 APPROVAL OF THE RESTATED REGULATIONS ON THE Mgmt For For
BOARD OF DIRECTORS OF THE COMPANY.
12 APPROVAL OF THE INTERDEPENDENT RELATED PARTY Mgmt For For
TRANSACTIONS SUBJECT-MATTER OF WHICH ARE THE
ASSETS WHOSE COST AMOUNTS TO MORE THAN TWO
(2) PERCENT OF THE COMPANY'S BOOK VALUE OF
ASSETS PURSUANT TO THE COMPANY'S FINANCIAL
STATEMENTS AS OF THE LAST REPORTING DATE, NAMELY
(I) THE SECURITIES PURCHASE AGREEMENT BETWEEN
OJSC "ROSTELECOM" AND OJSC "COMSTAR - UNITED
TELESYSTEMS" AND (II) THE SECURITIES PURCHASE
AGREEMENT BETWEEN OJSC "ROSTELECOM" AND MGTS
FINANCE S.A.
13 COMPENSATION TO THE MEMBERS OF THE BOARD OF Mgmt For For
DIRECTORS FOR THE DUTIES AS MEMBERS OF THE
COMPANY'S BOARD OF DIRECTORS.
- --------------------------------------------------------------------------------------------------------------------------
ROSTELECOM LONG DISTANCE & TELECOMM. Agenda Number: 933309913
- --------------------------------------------------------------------------------------------------------------------------
Security: 778529107
Meeting Type: Annual
Meeting Date: 26-Jun-2010
Ticker: ROSYY
ISIN: US7785291078
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
3A ELECTION OF DIRECTOR: ANATOLY BALLO Mgmt No vote
3B ELECTION OF DIRECTOR: VLADIMIR BONDARIK Mgmt No vote
3C ELECTION OF DIRECTOR: VALENTINA VEREMYANINA Mgmt No vote
3D ELECTION OF DIRECTOR: MARINA ZINOVINA Mgmt No vote
3E ELECTION OF DIRECTOR: YURY KUDIMOV Mgmt No vote
3F ELECTION OF DIRECTOR: LARISA KUDRYAKOVA Mgmt No vote
3G ELECTION OF DIRECTOR: SERGEI KUZNETSOV Mgmt No vote
3H ELECTION OF DIRECTOR: MIKHAIL LESHCHENKO Mgmt No vote
3I ELECTION OF DIRECTOR: ALEXEY LOKOTKOV Mgmt No vote
3J ELECTION OF DIRECTOR: KONSTANTIN MALOFEEV Mgmt No vote
3K ELECTION OF DIRECTOR: VALERY MIROSHNIKOV Mgmt No vote
3L ELECTION OF DIRECTOR: MIKHAIL POLOBOYARINOV Mgmt No vote
3M ELECTION OF DIRECTOR: ALEXANDER PROVOTOROV Mgmt No vote
3N ELECTION OF DIRECTOR: IVAN RODIONOV Mgmt No vote
3O ELECTION OF DIRECTOR: VIKTOR SAVCHENKO Mgmt No vote
3P ELECTION OF DIRECTOR: YURY SURKOV Mgmt No vote
3Q ELECTION OF DIRECTOR: ANATOLY TIKHONOV Mgmt No vote
3R ELECTION OF DIRECTOR: YELENA UMNOVA Mgmt No vote
3S ELECTION OF DIRECTOR: YEVGENY YURCHENKO Mgmt No vote
- --------------------------------------------------------------------------------------------------------------------------
SHANDA INTERACTIVE ENTERTAINMENT LIMITED Agenda Number: 933151754
- --------------------------------------------------------------------------------------------------------------------------
Security: 81941Q203
Meeting Type: Annual
Meeting Date: 28-Oct-2009
Ticker: SNDA
ISIN: US81941Q2030
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECT THE DIRECTOR FOR THE ENSUING YEAR: TIANQIAO Mgmt For For
CHEN
1B ELECT THE DIRECTOR FOR THE ENSUING YEAR: DANIAN Mgmt For For
CHEN
1C ELECT THE DIRECTOR FOR THE ENSUING YEAR: QIANQIAN Mgmt For For
LUO
1D ELECT THE DIRECTOR FOR THE ENSUING YEAR: JINGSHENG Mgmt For For
HUANG
1E ELECT THE DIRECTOR FOR THE ENSUING YEAR: CHENGYU Mgmt For For
XIONG
1F ELECT THE DIRECTOR FOR THE ENSUING YEAR: KAI Mgmt For For
ZHAO
1G ELECT THE DIRECTOR FOR THE ENSUING YEAR: QUNZHAO Mgmt For For
TAN
1H ELECT THE DIRECTOR FOR THE ENSUING YEAR: GRACE Mgmt For For
WU
- --------------------------------------------------------------------------------------------------------------------------
SINA CORPORATION Agenda Number: 933162670
- --------------------------------------------------------------------------------------------------------------------------
Security: G81477104
Meeting Type: Annual
Meeting Date: 07-Dec-2009
Ticker: SINA
ISIN: KYG814771047
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
YAN WANG Mgmt For For
SONG-YI ZHANG Mgmt For For
02 RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
ZHONG TIAN CPAS LIMITED COMPANY AS THE INDEPENDENT
AUDITORS OF THE COMPANY.
S3 APPROVAL OF THE AMENDMENT OF THE CURRENT AMENDED Mgmt For For
AND RESTATED ARTICLES OF ASSOCIATION BY ADOPTING
ARTICLES 1, 90, 91, 104, 122, 131, 161, 165
AND 167.
S4 APPROVAL OF THE AMENDMENT OF THE CURRENT AMENDED Mgmt For For
AND RESTATED ARTICLES OF ASSOCIATION OF THE
COMPANY BY ADOPTING ARTICLES 1, 5, 69, 72,
74, 76, 117, 118, 128 AND 163 SET FORTH IN
THE SECOND AMENDED AND RESTATED ARTICLES OF
ASSOCIATION OF THE COMPANY.
S5 APPROVAL OF THE DELETION OF ARTICLE 98 OF THE Mgmt For For
CURRENT AMENDED AND RESTATED ARTICLES OF ASSOCIATION
OF THE COMPANY AND THE AMENDMENT OF THE CURRENT
AMENDED AND RESTATED ARTICLES OF ASSOCIATION
OF THE COMPANY BY ADOPTING ARTICLES 105, 106,
108, 111, 112, 113, 114, 121, 122 AND 131 SET
FORTH IN SECOND AMENDED AND RESTATED ARTICLES
OF ASSOCIATION.
S6 APPROVAL OF THE AMENDMENT OF THE CURRENT AMENDED Mgmt For For
AND RESTATED ARTICLES OF ASSOCIATION OF THE
COMPANY BY ADOPTING ARTICLE 71 SET FORTH IN
THE SECOND AMENDED AND RESTATED ARTICLES OF
ASSOCIATION OF THE COMPANY.
S7 APPROVAL OF THE RESTATEMENT OF THE AMENDED AND Mgmt For For
RESTATED ARTICLES OF ASSOCIATION TO REFLECT
THE AMENDMENTS (IF ANY) APPROVED PURSUANT TO
PROPOSAL NOS. 3 TO 6.
- --------------------------------------------------------------------------------------------------------------------------
SK TELECOM CO., LTD. Agenda Number: 933194425
- --------------------------------------------------------------------------------------------------------------------------
Security: 78440P108
Meeting Type: Annual
Meeting Date: 12-Mar-2010
Ticker: SKM
ISIN: US78440P1084
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPROVAL OF FINANCIAL STATEMENTS FOR THE 26TH Mgmt For For
FISCAL YEAR (FROM JANUARY 1, 2009 TO DECEMBER
31, 2009), AS SET FORTH IN ITEM 1 OF THE COMPANY'S
AGENDA ENCLOSED HEREWITH.
02 AMENDMENT TO THE ARTICLES OF INCORPORATION AS Mgmt For For
SET FORTH IN ITEM 2 OF THE COMPANY'S AGENDA
ENCLOSED HEREWITH.
03 APPROVAL OF CEILING AMOUNT OF THE REMUNERATION Mgmt For For
FOR DIRECTORS * PROPOSED CEILING AMOUNT OF
THE REMUNERATION FOR DIRECTORS IS KRW 12 BILLION.
4A ELECTION OF MR. CHO, KI HAENG AS DIRECTOR. Mgmt For For
4B ELECTION OF MR. SHIM, DAL SUP AS INDEPENDENT Mgmt For For
NON-EXECUTIVE DIRECTOR.
4C ELECTION OF MEMBERS OF THE AUDIT COMMITTEE. Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
SOUTHERN COPPER CORPORATION Agenda Number: 933230586
- --------------------------------------------------------------------------------------------------------------------------
Security: 84265V105
Meeting Type: Annual
Meeting Date: 29-Apr-2010
Ticker: SCCO
ISIN: US84265V1052
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GERMAN LARREA MOTA-V. Mgmt For For
OSCAR GONZALEZ ROCHA Mgmt For For
EMILIO CARRILLO GAMBOA Mgmt For For
ALFREDO CASAR PEREZ Mgmt For For
A. DE LA PARRA ZAVALA Mgmt For For
X. GARCIA DE QUEVEDO T. Mgmt For For
GENARO LARREA MOTA V. Mgmt For For
D. MUNIZ QUINTANILLA Mgmt For For
ARMANDO ORTEGA GOMEZ Mgmt For For
L.M. PALOMINO BONILLA Mgmt For For
G.PEREZALONSO CIFUENTES Mgmt For For
JUAN REBOLLEDO GOUT Mgmt For For
CARLOS RUIZ SACRISTAN Mgmt For For
LUIS TELLEZ KUENZLER Mgmt For For
02 RATIFY THE AUDIT COMMITTEE'S SELECTION OF GALAZ, Mgmt For For
YAMAZAKI, RUIZ URQUIZA, S.C., MEMBER FIRM OF
DELOITTE TOUCHE TOHMATSU AS INDEPENDENT ACCOUNTANTS
FOR 2010.
- --------------------------------------------------------------------------------------------------------------------------
SUNTECH POWER HOLDINGS CO Agenda Number: 933123084
- --------------------------------------------------------------------------------------------------------------------------
Security: 86800C104
Meeting Type: Annual
Meeting Date: 14-Aug-2009
Ticker: STP
ISIN: US86800C1045
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 AMEND THE COMPANY'S EQUITY INCENTIVE PLAN TO Mgmt Against Against
INCREASE THE MAXIMUM AGGREGATE NUMBER OF THE
COMPANY'S ORDINARY SHARES AVAILABLE FOR AWARD
THEREUNDER BY 5,000,000 ORDINARY SHARES.
02 EXTEND THE COMPANY'S EQUITY INCENTIVE PLAN FOR Mgmt Against Against
AN ADDITIONAL TERM OF FIVE(5) YEARS.
- --------------------------------------------------------------------------------------------------------------------------
TELECOM ARGENTINA, S.A. Agenda Number: 933135231
- --------------------------------------------------------------------------------------------------------------------------
Security: 879273209
Meeting Type: Special
Meeting Date: 09-Sep-2009
Ticker: TEO
ISIN: US8792732096
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 1.A) EXPLANATION OF THE REASONS WHY THE ORDINARY Mgmt For For
SHAREHOLDERS MEETING IS HELD OUTSIDE THE TERM
PRESCRIBED FOR SUCH MEETING. 1.B) APPOINTMENT
OF TWO SHAREHOLDERS TO APPROVE AND SIGN THE
MINUTES OF THE MEETING.
02 REVIEW OF THE DOCUMENTS PROVIDED FOR IN SECTION Mgmt For For
234, SUBSECTION 1 OF LAW NO 19,550, THE COMISION
NACIONAL DE VALORES REGULATION AND THE LISTING
REGULATIONS OF THE BOLSA DE COMERCIO DE BUENOS
AIRES, AND OF THE ACCOUNTING ENGLISH LANGUAGE
DOCUMENTS REQUIRED BY THE U.S. SECURITIES &
EXCHANGE COMMISSION REGULATION FOR THE 20TH
FISCAL YEAR ENDED ON DECEMBER 31, 2008.
03 CONSIDERATION OF THE NET INCOME FOR THE FISCAL Mgmt For For
YEAR AND THE PROPOSAL OF THE BOARD OF DIRECTORS
TO ALLOCATE THE AMOUNT OF P$12,633,414.- (5%
OF THE FISCAL YEAR NET INCOME AFTER PREVIOUS
FISCAL YEARS ADJUSTMENTS AND LOSS DEDUCTION)
TO THE LEGAL RESERVE AND TO USE THE BALANCE
OF THE ACCUMULATED EARNINGS AS OF DECEMBER
31, 2008 (P$240,034,873.-) TO PARTIALLY RECONSTITUTE
THE LEGAL RESERVE WHICH HAD BEEN ALLOCATED
TO ABSORB THE ACCUMULATED LOSS AS OF DECEMBER
31, 2005 (P$277,242,773.-).
04 REVIEW OF THE PERFORMANCE OF THE BOARD OF DIRECTORS Mgmt For For
AND THE SUPERVISORY COMMITTEE ACTING DURING
THE 20TH FISCAL YEAR AND UNTIL THE DATE OF
THIS SHAREHOLDERS' MEETING.
05 DETERMINATION OF THE BOARD OF DIRECTORS' COMPENSATION Mgmt For For
(P$4,700,000 - PROPOSED AMOUNT) FOR THE FISCAL
YEAR ENDED ON DECEMBER 31, 2008, REPRESENTING
1.93% OF ACCOUNTABLE EARNINGS.
06 AUTHORIZATION OF THE BOARD OF DIRECTORS TO MAKE Mgmt For For
ADVANCE PAYMENTS OF FEES FOR UP TO P$4,000,000,
PAYABLE TO THOSE DIRECTORS ACTING DURING THE
21ST FISCAL YEAR, AD-REFERENDUM TO THE DECISION
TO BE APPROVED BY THE SHAREHOLDERS REVIEWING
THE DOCUMENTS OF SUCH FISCAL YEAR AT THE SHAREHOLDERS'
MEETING.
07 DETERMINATION OF THE FEES PAYABLE TO THE SUPERVISORY Mgmt For For
COMMITTEE ACTING DURING THE 20TH FISCAL YEAR
IN THE AMOUNT OF P$720,000. AUTHORIZATION TO
MAKE ADVANCES TO THE MEMBERS OF THE SUPERVISORY
COMMITTEE WHO WILL ACT DURING THE 21ST FISCAL
YEAR, CONTINGENT ON THE DECISION BEING ADOPTED
BY THE SHAREHOLDERS REVIEWING THE DOCUMENTS
OF SUCH FISCAL YEAR AT THE SHAREHOLDERS' MEETING.
08 DETERMINATION OF THE NUMBER OF THE REGULAR AND Mgmt For For
ALTERNATE DIRECTORS FOR THE 21ST FISCAL YEAR
AND THEIR ELECTION.
09 ELECTION OF THE REGULAR AND ALTERNATE MEMBERS Mgmt For For
OF THE SUPERVISORY COMMITTEE FOR THE 21ST FISCAL
YEAR.
10 CONSIDERATION OF THE RESOLUTION PASSED BY THE Mgmt For For
BOARD OF DIRECTORS PROVIDING THAT THE ACCOUNTING
FIRM "PRICE WATERHOUSE & CO. S.R.L" WOULD CONTINUE
TO ACT AS INDEPENDENT AUDITORS OF THE FINANCIAL
STATEMENTS FOR THE 21ST FISCAL YEAR UNTIL THIS
ORDINARY SHAREHOLDERS' MEETING IS HELD. EVENTUAL
RATIFICATION OF SUCH RESOLUTION. APPOINTMENT
OF THE INDEPENDENT AUDITORS FOR THE 21ST FISCAL
YEAR AND DETERMINATION OF THEIR COMPENSATION
AS WELL AS THEIR COMPENSATION CORRESPONDING
TO THE FISCAL ENDED DECEMBER 31, 2008.
11 CONSIDERATION OF THE BUDGET TO BE ASSIGNED TO Mgmt For For
THE AUDIT COMMITTEE FOR FISCAL YEAR 2009.
12 REVIEW OF THE MERGER SPECIAL CONSOLIDATED BALANCE Mgmt For For
SHEET OF CUBECORP ARGENTINA S.A. AND TELECOM
ARGENTINA S.A., PREPARED AS OF DECEMBER 31,
2008 AND THE RELEVANT REPORT MADE BY THE SUPERVISORY
COMMITTEE.
13 REVIEW OF THE PRELIMINARY MERGER AGREEMENT EXECUTED Mgmt For For
BY CUBECORP ARGENTINA S.A. (AS THE ACQUIRED
ENTITY WHICH WILL BE DISSOLVED WITHOUT LIQUIDATION)
AND TELECOM ARGENTINA S.A. (AS THE SURVIVING
ENTITY) AND APPROVED BY TELECOM'S BOARD OF
DIRECTORS ON MARCH 6, 2009.
14 APPOINTMENT OF THE PERSONS AUTHORIZED TO EXECUTE Mgmt For For
THE FINAL MERGER AGREEMENT AND SUPPLEMENTARY
DOCUMENTS.
15 APPOINTMENT OF THE PERSONS RESPONSIBLE FOR THE Mgmt For For
PROCEEDINGS NECESSARY FOR THE APPROVAL AND
REGISTRATION OF THE MERGER.
- --------------------------------------------------------------------------------------------------------------------------
TELECOM ARGENTINA, S.A. Agenda Number: 933243470
- --------------------------------------------------------------------------------------------------------------------------
Security: 879273209
Meeting Type: Annual
Meeting Date: 28-Apr-2010
Ticker: TEO
ISIN: US8792732096
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPOINTMENT OF TWO SHAREHOLDERS TO APPROVE AND Mgmt For For
SIGN THE MINUTES.
03 CONSIDERATION OF THE DOCUMENTS PROVIDED FOR Mgmt For For
IN SECTION 234, SUBSECTION 1 OF LAW 19,550,
THE RULES OF THE COMISION NACIONAL DE VALORES
AND THE LISTING REGULATIONS OF THE BOLSA DE
COMERCIO DE BUENOS AIRES, AND OF THE ACCOUNTING
DOCUMENTS IN ENGLISH REQUIRED BY THE RULES
OF THE U.S. SECURITIES AND EXCHANGE COMMISSION
FOR FISCAL YEAR 2008.
04 CONSIDERATION OF FISCAL YEAR 2008 RESULTS AND Mgmt For For
OF THE BOARD OF DIRECTORS' PROPOSAL TO ALLOCATE
THE AMOUNT OF P$ 12,633,414.- (5% OF THE FISCAL
YEAR INCOME AFTER PREVIOUS FISCAL YEARS' ADJUSTMENTS
AND LOSS DEDUCTION) TO THE STATUTORY RESERVE
AND USE THE BALANCE OF THE RETAINED EARNINGS
AS OF DECEMBER 31, 2008 (P$ 240,034,873.-)
TO PARTLY REINSTATE THE STATUTORY RESERVE WHICH
WAS ALLOCATED TO OFFSET THE ACCUMULATED DEFICIT
AS OF DECEMBER 31, 2005 (P$ 277,242,773.-).
05 CONSIDERATION OF THE DOCUMENTS PROVIDED FOR Mgmt For For
IN SECTION 234, SUBSECTION 1 OF LAW 19,550,
THE RULES OF THE COMISION NACIONAL DE VALORES
AND THE LISTING REGULATIONS OF THE BOLSA DE
COMERCIO DE BUENOS AIRES, AND OF THE ACCOUNTING
DOCUMENTS IN ENGLISH REQUIRED BY THE RULES
OF THE U.S. SECURITIES AND EXCHANGE COMMISSION
FOR THE TWENTY-FIRST FISCAL YEAR ENDED ON DECEMBER
31, 2009 ("FISCAL YEAR 2009").
06 CONSIDERATION OF FISCAL YEAR 2009 RESULTS AND Mgmt For For
OF THE BOARD OF DIRECTORS' PROPOSAL FOR THE
ALLOCATION OF THE RETAINED EARNINGS AS OF DECEMBER
31, 2009, PROPOSAL THAT INCLUDES A CASH DIVIDEND
DISTRIBUTION FOR A TOTAL OF P$ 1,053,287,646.-,
TO BE PAID IN TWO INSTALLMENTS ON MAY 5, 2010
(P$ 689,066,685.-) AND ON DECEMBER 20, 2010
(P$ 364,220,961.-).
07 CONSIDERATION OF BOARD OF DIRECTORS' AND SUPERVISORY Mgmt For For
COMMITTEE'S PERFORMANCE FROM APRIL 29, 2008
TO THE DATE OF THIS SHAREHOLDERS' MEETING.
08 CONSIDERATION OF BOARD OF DIRECTORS' COMPENSATION Mgmt For For
FOR THE SERVICES RENDERED FROM THE DATE OF
THEIR APPOINTMENT AT THE SHAREHOLDERS' MEETING
HELD ON APRIL 29, 2008 TO DATE. PROPOSAL TO
PAY THE GLOBAL AND AGGREGATE AMOUNT OF P$ 7,700,000.-
WHICH REPRESENTS 0.48% OF THE AGGREGATE OF
"ACCOUNTABLE EARNINGS" FOR FISCAL YEARS 2008
AND 2009.
09 AUTHORIZATION TO THE BOARD OF DIRECTORS TO MAKE Mgmt For For
ADVANCE PAYMENTS OF FEES FOR UP TO P$ 4,500,000.-
TO THOSE DIRECTORS ACTING DURING THE TWENTY-SECOND
FISCAL YEAR (FROM THE DATE OF THIS MEETING
UNTIL THE DATE OF THE MEETING THAT APPOINTS
THEIR SUCCESSORS), CONTINGENT UPON THE DECISION
APPROVED AT THE SHAREHOLDERS' MEETING CONSIDERING
THE DOCUMENTS OF SUCH FISCAL YEAR.
10 CONSIDERATION OF SUPERVISORY COMMITTEE MEMBERS' Mgmt For For
COMPENSATION FOR SERVICES RENDERED FROM DATE
OF THEIR APPOINTMENT AT SHAREHOLDERS MEETING
HELD ON APRIL 29, 2008 TO DATE. PROPOSAL FOR
PAYMENT OF GLOBAL AND AGGREGATE AMOUNT OF P$
1,188,000.- AUTHORIZATION TO MAKE ADVANCE PAYMENTS
UP TO P$700,000.- TO THOSE MEMBERS OF SUPERVISORY
COMMITTEE ACTING DURING TWENTY-SECOND FISCAL
YEAR (FROM DATE OF MEETING UNTIL DATE OF MEETING
THAT APPOINTS THEIR SUCCESSORS), CONTINGENT
UPON DECISION APPROVED AT SHAREHOLDERS' MEETING
REVIEWING THE DOCUMENTS OF SUCH FISCAL YEAR.
11 DETERMINATION OF THE NUMBER OF DIRECTORS AND Mgmt For For
ALTERNATE DIRECTORS FOR THE TWENTY-SECOND FISCAL
YEAR ("FISCAL YEAR 2010").
12 ELECTION OF DIRECTORS AND ALTERNATE DIRECTORS Mgmt For For
FOR FISCAL YEAR 2010.
13 DETERMINATION OF THE NUMBER OF MEMBERS AND ALTERNATE Mgmt For For
MEMBERS OF THE SUPERVISORY COMMITTEE FOR FISCAL
YEAR 2010 AND THEIR ELECTION.
14 CONSIDERATION OF THE BOARD OF DIRECTORS' RESOLUTION Mgmt For For
TO KEEP PRICEWATERHOUSE & CO S.R.L. AS INDEPENDENT
AUDITORS FOR FISCAL YEAR 2009 FINANCIAL STATEMENTS.
15 DETERMINATION OF COMPENSATION FOR INDEPENDENT Mgmt For For
AUDITORS FOR FISCAL YEARS 2008 AND 2009 FINANCIAL
STATEMENTS.
16 APPOINTMENT OF INDEPENDENT AUDITORS FOR FISCAL Mgmt For For
YEAR 2010 FINANCIAL STATEMENTS AND DETERMINATION
OF THEIR COMPENSATION.
17 REPORT ON AUDIT COMMITTEE'S EXPENSES DURING Mgmt For For
FISCAL YEAR 2009 AND CONSIDERATION OF AUDIT
COMMITTEE'S BUDGET FOR FISCAL YEAR 2010.
18 CONSIDERATION OF THE MERGER SPECIAL CONSOLIDATED Mgmt For For
BALANCE SHEET OF CUBECORP ARGENTINA S.A. AND
TELECOM ARGENTINA S.A., PREPARED AS OF DECEMBER
31, 2008 AND THE RELEVANT REPORT MADE BY THE
SUPERVISORY COMMITTEE.
19 CONSIDERATION OF THE PRELIMINARY MERGER AGREEMENT Mgmt For For
EXECUTED BY CUBECORP ARGENTINA S.A. (AS THE
ACQUIRED COMPANY WHICH WILL BE WOUND UP WITHOUT
LIQUIDATION) AND TELECOM ARGENTINA S.A. (AS
THE SURVIVING COMPANY) APPROVED BY THE BOARD
OF DIRECTORS OF THE LATTER ON MARCH 6, 2009.
20 APPOINTMENT OF THE INDIVIDUALS AUTHORIZED TO Mgmt For For
EXECUTE THE FINAL MERGER AGREEMENT AND SUPPLEMENTARY
DOCUMENTS AND OF THE INDIVIDUALS IN CHARGE
OF TAKING THE STEPS NECESSARY FOR THE APPROVAL
OF THE MERGER AND ITS REGISTRATION.
21 MODIFICATION OF THE DISAPPROVAL OF GERARDO WERTHEIN'S Mgmt For For
PERFORMANCE DURING THE NINETEENTH FISCAL YEAR.
- --------------------------------------------------------------------------------------------------------------------------
TEVA PHARMACEUTICAL INDUSTRIES LIMITED Agenda Number: 933290532
- --------------------------------------------------------------------------------------------------------------------------
Security: 881624209
Meeting Type: Annual
Meeting Date: 29-Jun-2010
Ticker: TEVA
ISIN: US8816242098
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO APPROVE THE BOARD OF DIRECTORS' RECOMMENDATION Mgmt For For
THAT THE CASH DIVIDEND FOR THE YEAR ENDED DECEMBER
31, 2009, WHICH WAS PAID IN FOUR INSTALLMENTS
AND AGGREGATED NIS 2.50 (APPROXIMATELY US$0.642,
ACCORDING TO THE APPLICABLE EXCHANGE RATES)
PER ORDINARY SHARE (OR ADS), BE DECLARED FINAL.
2A ELECTION OF DIRECTOR: MR. ABRAHAM E. COHEN Mgmt For For
2B ELECTION OF DIRECTOR: MR. AMIR ELSTEIN Mgmt For For
2C ELECTION OF DIRECTOR: PROF. ROGER KORNBERG Mgmt For For
2D ELECTION OF DIRECTOR: PROF. MOSHE MANY Mgmt For For
2E ELECTION OF DIRECTOR: MR. DAN PROPPER Mgmt For For
03 TO APPOINT KESSELMAN & KESSELMAN, A MEMBER OF Mgmt For For
PRICEWATERHOUSECOOPERS INTERNATIONAL LTD.,
AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM UNTIL THE 2011 ANNUAL MEETING
OF SHAREHOLDERS AND TO AUTHORIZE THE BOARD
OF DIRECTORS TO DETERMINE THEIR COMPENSATION
PROVIDED SUCH COMPENSATION IS ALSO APPROVED
BY THE AUDIT COMMITTEE.
04 TO APPROVE THE COMPANY'S 2010 LONG-TERM EQUITY-BASED Mgmt For For
INCENTIVE PLAN.
5A APPROVE REMUNERATION OF DR. PHILLIP FROST, IN Mgmt For For
HIS CAPACITY AS CHAIRMAN OF THE BOARD, EFFECTIVE
AS OF MARCH 9, 2010, IN THE AMOUNT OF NIS EQUIVALENT
OF USD 385,702 (AS OF MARCH 9, 2010) PER ANNUM,
PLUS VAT (AS APPLICABLE), AS ADJUSTED BY THE
ISRAELI CONSUMER PRICE INDEX (IN ADDITION TO
PER MEETING FEES PAID TO DIRECTORS), PROVISION
TO DR. FROST, IN HIS CAPACITY AS CHAIRMAN OF
THE BOARD, OF AN OFFICE AND SECRETARIAL SERVICES,
AND, EFFECTIVE AS OF FEBRUARY 15, 2010, ALL
AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
5B TO APPROVE THE REMUNERATION OF PROF. MOSHE MANY, Mgmt For For
IN HIS CAPACITY AS VICE CHAIRMAN OF THE BOARD
OF TEVA, EFFECTIVE AS OF MARCH 9, 2010, IN
THE AMOUNT OF THE NIS EQUIVALENT OF USD 150,000
(AS OF MARCH 9, 2010) PER ANNUM, PLUS VAT (AS
APPLICABLE), AS ADJUSTED BY THE ISRAELI CONSUMER
PRICE INDEX (IN ADDITION TO PER MEETING FEES
PAID TO DIRECTORS). AND THE PROVISION TO PROF.
MANY, IN HIS CAPACITY AS VICE CHAIRMAN OF THE
BOARD, OF SECRETARIAL SERVICES.
5C TO APPROVE THE REMUNERATION OF PROF. ROGER KORNBERG, Mgmt For For
IN HIS CAPACITY AS A DIRECTOR OF TEVA, EFFECTIVE
AS OF MAY 10, 2010, IN THE AMOUNT OF THE NIS
EQUIVALENT OF USD 150,000 (AS OF MAY 10, 2010)
PER ANNUM, PLUS VAT (AS APPLICABLE), AS ADJUSTED
BY THE ISRAELI CONSUMER PRICE INDEX (IN ADDITION
TO PER MEETING FEES PAID TO DIRECTORS).
06 TO APPROVE AN INCREASE IN THE REGISTERED SHARE Mgmt Against Against
CAPITAL OF THE COMPANY BY NIS 100,000,000 TO
A TOTAL OF NIS 250,000,000 BY THE CREATION
OF 1,000,000,000 ADDITIONAL ORDINARY SHARES
OF PAR VALUE NIS 0.1 EACH, AND THE AMENDMENT
OF THE COMPANY'S INCORPORATION DOCUMENTS ACCORDINGLY.
- --------------------------------------------------------------------------------------------------------------------------
VIMPEL-COMMUNICATIONS Agenda Number: 933166680
- --------------------------------------------------------------------------------------------------------------------------
Security: 68370R109
Meeting Type: Special
Meeting Date: 17-Dec-2009
Ticker: VIP
ISIN: US68370R1095
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 ALLOCATION OF PROFITS AND LOSSES RESULTING FROM Mgmt For For
OPERATIONS DURING THE NINE MONTHS ENDING ON
SEPTEMBER 30, 2009, INCLUDING ADOPTION OF THE
DECISION ON PAYMENT OF DIVIDENDS TO HOLDERS
OF COMMON REGISTERED SHARES, AND PAYMENT OF
DIVIDENDS TO HOLDERS OF PREFERRED REGISTERED
SHARES OF TYPE "A" BASED ON THE RESULTS OF
THE NINE MONTHS ENDING ON SEPTEMBER 30, 2009.
- --------------------------------------------------------------------------------------------------------------------------
WIMM BILL DANN FOODS Agenda Number: 933264753
- --------------------------------------------------------------------------------------------------------------------------
Security: 97263M109
Meeting Type: Annual
Meeting Date: 14-May-2010
Ticker: WBD
ISIN: US97263M1099
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPROVE THE WBD FOODS OJSC ANNUAL REPORT FOR Mgmt For
2009 BASED ON RUSSIAN STATUTORY REPORTING STANDARDS.
02 APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS, Mgmt For
INCLUDING PROFIT AND LOSS STATEMENTS FOR 2009.
03 WBD FOODS OJSC PROFIT AND LOSS ALLOCATION (INCLUDING Mgmt For
PAYOUT (ANNOUNCEMENT) OF DIVIDENDS): A) BASED
ON 2009 FINANCIAL RESULTS PAYMENT OF DIVIDENDS
ON WBD FOODS OJSC OUTSTANDING ORDINARY REGISTERED
SHARES, HAVING DETERMINED THE SIZE OF DIVIDENDS
PER ONE ORDINARY REGISTERED SHARE OF RUR 30
(THIRTY) 00 KOPECKS, BE ANNOUNCED; B) DIVIDEND
PAYMENT/ANNOUNCEMENT TERMS BE DEFINED; C) THE
AMOUNT OF NET PROFIT OF WBD FOODS OJSC AS REFLECTED
IN 2009 STATUTORY FINANCIAL STATEMENTS, ALL
AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
04 FOR THE PURPOSE OF AUDIT OF WBD FOODS OJSC'S Mgmt For
FINANCIAL AND BUSINESS ACTIVITY, AND IN COMPLIANCE
WITH LEGAL ACTS OF THE RUSSIAN FEDERATION,
TO ASSIGN AS THE AUDITOR OF THE COMPANY IN
2010. 4A) TO VOTE IN FAVOR OF 4A VOTE "FOR"
SV - AUDIT CJSC 4B) TO VOTE IN FAVOR OF 4B
VOTE "AGAINST" ERNST AND YOUNG LLC
05 DIRECTOR
GUY DE SELLIERS Mgmt For For
M.V. DUBININ Mgmt For For
I.V. KOSTIKOV Mgmt For For
MICHAEL A. O'NEILL Mgmt For For
A. SERGEEVICH ORLOV Mgmt For For
S.A. PLASTININ Mgmt For For
G. ABRAMOVICH YUSHVAEV Mgmt For For
DAVID IAKOBACHVILI Mgmt For For
E. GRIGORIEVICH YASIN Mgmt For For
MARCUS RHODES Mgmt For For
JACQUES VINCENT Mgmt For For
6A ELECTION OF THE MEMBERS OF WBD FOODS OJSC AUDITING Mgmt For
COMMITTEE MEMBER: VOLKOVA NATALIA BORISOVNA.
6B ELECTION OF THE MEMBERS OF WBD FOODS OJSC AUDITING Mgmt For
COMMITTEE MEMBER: VERSHININA IRINA ALEXANDROVNA.
6C ELECTION OF THE MEMBERS OF WBD FOODS OJSC AUDITING Mgmt For
COMMITTEE MEMBER: POLIKARPOVA NATALIA LEONIDOVNA.
6D ELECTION OF THE MEMBERS OF WBD FOODS OJSC AUDITING Mgmt For
COMMITTEE MEMBER: PEREGUDOVA EKATERINA ALEXANDROVNA.
6E ELECTION OF THE MEMBERS OF WBD FOODS OJSC AUDITING Mgmt For
COMMITTEE MEMBER: SOLNTSEVA EVGENIA SOLOMONOVNA.
6F ELECTION OF THE MEMBERS OF WBD FOODS OJSC AUDITING Mgmt For
COMMITTEE MEMBER: KOLESNIKOVA NATALYA NIKOLAEVNA.
6G ELECTION OF THE MEMBERS OF WBD FOODS OJSC AUDITING Mgmt For
COMMITTEE MEMBER: SHAVERO TATIANA VIKTOROVNA.
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number N/A
Eaton Vance Structured International Fund, a series of Eaton Vance Mutual Funds Trust
(Exact name of registrant as specified in charter)
Two International Place, Boston, Massachusetts, 02110
(Address of principal executive offices) (Zip code)
Maureen A. Gemma, Esq.
Two International Place, Boston, Massachusetts, 02110
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 482-8260
Date of fiscal year end: 1/31
Date of reporting period: 03/31/10- 06/30/10
Eaton Vance Structured International Equity Fund
- --------------------------------------------------------------------------------------------------------------------------
A.P. MOELLER - MAERSK A/S Agenda Number: 702348106
- --------------------------------------------------------------------------------------------------------------------------
Security: K0514G135
Meeting Type: AGM
Meeting Date: 27-Apr-2010
Ticker:
ISIN: DK0010244425
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 656589 DUE TO ADDITION OF RESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
PLEASE NOTE THAT IF THE CHAIRMAN OF THE BOARD Non-Voting No vote
OR A BOARD MEMBER IS APPOINTED AS PROXY, WHICH
IS OFTEN THE CASE, CLIENTS CAN ONLY EXPECT
THEM TO ACCEPT PRO-MANAGEMENT VOTES. THE ONLY
WAY TO GUARANTEE THAT ABSTAIN AND/OR AGAINST
VOTES ARE REPRESENTED AT THE MEETING IS TO
SEND YOUR OWN REPRESENTATIVE. THE SUB CUSTODIAN
BANKS OFFER REPRESENTATION SERVICES FOR AN
ADDED FEE IF REQUESTED. 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
PLEASE NOTE THAT THE COMPANY S TOTAL SHARE CAPITAL Non-Voting No vote
IS NOMINALLY DKK 4,395,600,000 OF WHICH NOMINALLY
DKK 2,197,800,000 IS IN A SHARES AND NOMINALLY
DKK 2,197,800,000 IS IN B SHARES. EACH SHARE
CLASS IS DIVIDED INTO SHARES OF DKK 1,000 AND
DKK 500
PLEASE NOTE THAT EACH A SHARE AMOUNT OF DKK Non-Voting No vote
500 CARRIES ONE VOTE, AS LONG AS THE SHARE
IS REGISTERED BY NAME AT THE TIME OF THE NOTICE
CONVENING THE ANNUAL GENERAL MEETING OR THE
SHAREHOLDER HAS NOTIFIED AND DOCUMENTED HIS/HER
ACQUISITION TO THE COMPANY. B SHARES CARRY
NO VOTES
PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting No vote
VOTE 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION
NUMBERS "F.1 TO F.8 AND G.1 TO G.2". THANK
YOU.
A Report on the activities of the Company during Non-Voting No vote
the past FY
B Adopt the audited annual report Mgmt For For
C Grant discharge to the Directors Mgmt For For
D Approve the appropriation of profit, including Mgmt For For
the amount of dividends, or covering of loss
in accordance with the adopted annual report;
payment of a dividend of DKK 325 per share
of DKK 1,000
E Authorize the Board to allow the Company acquire Mgmt For For
own shares of a nominal value up to 10% of
the Company's share capital; the purchase price
must not deviate by more than 10% from the
price quoted on Nasdaq OMX Copenhagen A/S on
the date of the purchase; [Authority expires
at the conclusion of the Company's next AGM]
F.1 Re-election of Ane Maersk Mc-Kinney Uggla, as Mgmt For For
the Member of the Board of Directors
F.2 Re-election of Jan Leschly, as the Member of Mgmt For For
the Board of Directors
F.3 Re-election of Sir John Bond, as the Member Mgmt For For
of the Board of Directors
F.4 Re-election of Lars Pallesen, as the Member Mgmt For For
of the Board of Directors
F.5 Re-election of John Axel Poulsen, as the Member Mgmt For For
of the Board of Directors
F.6 Election of Robert J. Routs, as the Member of Mgmt For For
the Board of Directors
F.7 Election of Arne Karlsson, as the Member of Mgmt For For
the Board of Directors
F.8 Election of Erik Rasmussen, as the Member of Mgmt For For
the Board of Directors
G.1 Re-election of KPMG Statsautoriseret RevisionspartnerselskabMgmt For For
as the Auditors according to the Articles of
Association
G.2 Re-election of Grant Thornton Statsautoriseret Mgmt For For
Revisionsaktieselskab as the Auditors according
to the Articles of Association
H.1 Amend the Article 2, 3rd paragraph of the Articles Mgmt For For
of Association, as specified
H.2 Amend the Article 2, 4th and 5th paragraph of Mgmt For For
the Articles of Association, as specified
H.3 Amend the Article 9 of the Articles of Association, Mgmt For For
as specified
H.4 Amend the Article 10 of the Articles of Association, Mgmt For For
as specified
H.5 Amend the Article 11 of the Articles of Association, Mgmt For For
as specified
H.6 Amend the Article 13 of the Articles of Association, Mgmt For For
as specified
H.7 Amend the Article 14 of the Articles of Association, Mgmt For For
as specified
- --------------------------------------------------------------------------------------------------------------------------
A.P. MOELLER - MAERSK A/S Agenda Number: 702355466
- --------------------------------------------------------------------------------------------------------------------------
Security: K0514G101
Meeting Type: AGM
Meeting Date: 27-Apr-2010
Ticker:
ISIN: DK0010244508
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 656588 DUE TO CHANGE IN VOTING STATUS. THANK
YOU.
A Report on the activities of the Company during Non-Voting No vote
the past FY
B Submission of the audited annual report for Non-Voting No vote
adoption
C Resolution to grant discharge to the Directors Non-Voting No vote
D Resolution on appropriation of profit, including Non-Voting No vote
the amount of dividends, or covering of loss
in accordance with the adopted annual report;
the board proposes payment of a dividend of
DKK 325 per share of DKK 1,000
E Resolution on authority to acquire own share: Non-Voting No vote
the Board proposes to acquire own shares of
a nominal value up to 10% of the Company's
share capital, the purchase price must not
deviate by more than 10% from the price quoted
on Nasdaq OMX Copenhagen A/S on the date of
the purchase, this authorization is in force
until the Company's next AGM
F Any requisite Election of Members for the Board Non-Voting No vote
of Directors, Ane M rsk Mc-Kinney Uggla, Poul
J. Svanholm, Jan Leschly, Lars Kann-Rasmussen,
Sir John Bond, Lars Pallesen, John Axel Poulsen
and Cecilie Mose Hansen stand down from the
Board of Directors, the Board proposes re-election
of Ane Maersk Mc-Kinney Uggla, Jan Leschly,
Sir John Bond, Lars Pallesen and John Axel
Poulsen, furthermore, the Board proposes election
of Robert J. Routs, Arne Karlsson and Erik
Rasmussen
G Election of Auditors: According to the Articles Non-Voting No vote
of Association, KPMG Statsautoriseret Revisionspartnerselskab
and Grant Thornton Statsautoriseret Revisionsaktieselskab
stand down, the Board proposes re-election
of KPMG Statsautoriseret Revisionspartnerselskab
and Grant Thornton Statsautoriseret Revisionsaktieselskab
H Deliberation of any proposals submitted by the Non-Voting No vote
Board of Directors or by shareholders, as a
consequence of the new Danish Companies Act,
a change of the Articles of Association; the
changes of the Articles of Association is as
follows: amend Articles 2, 9, 10, 11, 13 and
14, as specified
- --------------------------------------------------------------------------------------------------------------------------
A2A SPA, MILANO Agenda Number: 702410135
- --------------------------------------------------------------------------------------------------------------------------
Security: T0140L103
Meeting Type: OGM
Meeting Date: 31-May-2010
Ticker:
ISIN: IT0001233417
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No Action
REACH QUORUM, THERE WILL BE A SECOND CALL
ON 01 JUN 2010. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS
THE AGENDA IS AMENDED. PLEASE BE ALSO
ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL
THE QUORUM IS MET OR THE MEETING IS CANCELLED.
THANK YOU.
1 Approve the destination of profit at 31 DEC Mgmt No Action
2009 and the distribution of dividend
- --------------------------------------------------------------------------------------------------------------------------
ABERTIS INFRAESTRUCTURAS SA, BARCELONA Agenda Number: 702305726
- --------------------------------------------------------------------------------------------------------------------------
Security: E0003D111
Meeting Type: OGM
Meeting Date: 26-Apr-2010
Ticker:
ISIN: ES0111845014
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No vote
REACH QUORUM, THERE WILL BE A SECOND CALL
ON 27 APR 2010 CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE
AGENDA IS AMENDED. THANK YOU.
1 Approve the annual accounts, management report Mgmt For For
and the retribution policy report
2 Approve to increase the social capital charged Mgmt Against Against
to the premium issue with the modification
of the Article 5 of the By-laws
3 Approve the delegation in the Board members Mgmt Against Against
and the faculty to increase the social capital
until 50p of the social for 5 years
4 Re-elect the Board members Mgmt For For
5 Appoint the Auditors Mgmt For For
6 Approve the delivery shares Plan 2010 and options Mgmt For For
over shares plan 2010
7 Authorize the Board members to purchase own Mgmt Against Against
shares
8 Approve the delegation of the Board members Mgmt Against Against
to issue stock, bonds and fixed income valuables
convertibles
9 Approve the delegation of Powers Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
ACCOR SA, COURCOURONNES Agenda Number: 702450064
- --------------------------------------------------------------------------------------------------------------------------
Security: F00189120
Meeting Type: MIX
Meeting Date: 29-Jun-2010
Ticker:
ISIN: FR0000120404
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
French Resident Shareowners must complete, sign Non-Voting No vote
and forward the Proxy Card directly to the
sub custodian. Please contact your Client Service
Representative to obtain the necessary card,
account details and directions. The following
applies to Non-Resident Shareowners: Proxy
Cards: Voting instructions will be forwarded
to the Global Custodians that have become Registered
Intermediaries, on the Vote Deadline Date.
In capacity as Registered Intermediary, the
Global Custodian will sign the Proxy Card and
forward to the local custodian. If you are
unsure whether your Global Custodian acts as
Registered Intermediary, please contact your
representative
PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
1. Approve the financial statements for the FY Mgmt For For
2009
2. Approve the consolidated financial statements Mgmt For For
for the FY 2009
3. Approve treatment of losses and dividends of Mgmt For For
EUR 1.05 per share
4. Appointment of Mrs. Sophie Gasperment as a Board Mgmt For For
Member
5. Approve to renew Mr. Thomas J. Barrack's term Mgmt For For
as a Board Member
6. Approve to renew Mr. Patrick Sayer's term as Mgmt For For
a Board Member
7. Approve remuneration of directors in the aggregate Mgmt For For
amount of EUR 575,000
8. Approve the regulated Agreement (CNP) Mgmt For For
9. Approve the regulated Agreement (Mr. Paul Dubrule Mgmt For For
and Mr Gerard Pelisson)
10. Approve the regulated Agreement (Mr. Gilles Mgmt For For
Pelisson)
11. Approve the regulated Agreement (Mr. Jacques Mgmt For For
Stern)
12. Approve the regulated Agreement (Mr. Jacques Mgmt For For
Stern)
13. Grant authority to repurchase of up to 22,000,000 Mgmt For For
shares
E.14 Approve the reduction in share capital via cancellation Mgmt For For
of repurchased shares
E.15 Acknowledge dissolution without liquidation Mgmt For For
of seih and approve reduction of share capital
by cancellation of 2,020,066 repurchased shares
E.16 Approve the spin off agreement with new services Mgmt For For
holding re-services activities
E.17 Powers for the formalities Mgmt For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting No vote
IN TEXT OF RESOLUTION RESOLUTION. CHANGE IN
DIRECTOR NAME. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU
- --------------------------------------------------------------------------------------------------------------------------
ACTELION LTD., ALLSCHWIL Agenda Number: 702327493
- --------------------------------------------------------------------------------------------------------------------------
Security: H0032X135
Meeting Type: AGM
Meeting Date: 04-May-2010
Ticker:
ISIN: CH0010532478
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting No Action
REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES
AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY.
UPON RECEIPT OF THE VOTING INSTRUCTION, IT
IS POSSIBLE THAT A MARKER MAY BE PLACED ON
YOUR SHARES TO ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE.
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No Action
MEETING NOTICE SENT UNDER MEETING 604186, INCLUDING
THE AGENDA. TO VOTE IN THE UPCOMING MEETING,
YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL
BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU.
1 Approve the business report consisting of the Mgmt No Action
annual report as well as of the annual Statutory
accounts and the consolidated accounts as of
31 DEC 2009
2 Approve the use of result of the annual accounts Mgmt No Action
as of 31 DEC 2009
3 Grant discharge to the Board of Directors and Mgmt No Action
the Senior Management
4.1 Re-elect Werner Henrich as a Board Member for Mgmt No Action
a new term of office of three years
4.2 Re-elect Armin Kessler as a Board Member for Mgmt No Action
a new term of office of three years
4.3 Re-elect Jean Malo as a Board Member for a new Mgmt No Action
term of office of three years
5 Appointment of Ernst and Young AG, Basel as Mgmt No Action
the Statutory Auditors for the business year
2010
- --------------------------------------------------------------------------------------------------------------------------
ADECCO SA, CHESEREX Agenda Number: 702366166
- --------------------------------------------------------------------------------------------------------------------------
Security: H00392318
Meeting Type: AGM
Meeting Date: 11-May-2010
Ticker:
ISIN: CH0012138605
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting No Action
REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES
AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY.
UPON RECEIPT OF THE VOTING INSTRUCTION, IT
IS POSSIBLE THAT A MARKER MAY BE PLACED ON
YOUR SHARES TO ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE.
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No Action
MEETING NOTICE SENT UNDER MEETING 692408, 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.
1.1 Approve the Annual Report 2009 consisting of Mgmt No Action
the Business Report, the Financial Statements
of Adecco S.A. and the Consolidated Financial
Statements for the business year 2009
1.2 Ratify the Remuneration Report for the business Mgmt No Action
year 2009 including the principles of the compensation
model for 2010 in a non-binding advisory vote
2 Declare a dividend of CHF 0.75 per registered Mgmt No Action
share with a par value of CHF 1.00 out of the
retained earnings and to carry forward the
balance to the next business year; the treasury
shares held by the Company will not receive
a dividend
3 Grant discharge to the Members of the Board Mgmt No Action
of Directors
4.1 Re-elect Mr. Jakob Baer as a Member of the Board Mgmt No Action
of Directors for a new tenure of one year ending
at the next AGM
4.2 Re-elect Mr. Rolf Dorig as a Member of the Board Mgmt No Action
of Directors for a new tenure of one year ending
at the next AGM
4.3 Re-elect Mr. Andreas Jacobs as a Member of the Mgmt No Action
Board of Directors for a new tenure of one
year ending at the next AGM
4.4 Re-elect Mr. Francis Mer as a Member of the Mgmt No Action
Board of Directors for a new tenure of one
year ending at the next AGM
4.5 Re-elect Mr. Thomas O'Neill as a Member of the Mgmt No Action
Board of Directors for a new tenure of one
year ending at the next AGM
4.6 Re-elect Mr. David Prince as a Member of the Mgmt No Action
Board of Directors for a new tenure of one
year ending at the next AGM
4.7 Re-elect Ms. Wanda Rapaczynski as a Member of Mgmt No Action
the Board of Directors for a new tenure of
one year ending at the next AGM
4.8 Re-elect Ms. Judith A. Sprieser as a Member Mgmt No Action
of the Board of Directors for a new tenure
of one year ending at the next AGM
4.9 Election of Mr. Alexander Gut as a Member of Mgmt No Action
the Board of Directors for a new tenure of
one year ending at the next AGM
5 Re-elect Ernst & Young Ltd, Zurich, as the Auditors Mgmt No Action
for the business year 2010
- --------------------------------------------------------------------------------------------------------------------------
AEROPORTS DE PARIS ADP, PARIS Agenda Number: 702286065
- --------------------------------------------------------------------------------------------------------------------------
Security: F00882104
Meeting Type: MIX
Meeting Date: 27-May-2010
Ticker:
ISIN: FR0010340141
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
- - French Resident Shareowners must complete, sign Non-Voting No vote
and forward the Proxy Card directly to the
sub custodian. Please contact your Client Service
Representative to obtain the necessary
card, account details and directions. The
following applies to Non-Resident Shareowners:
Proxy Cards: Voting instructions will be
forwarded to the Global Custodians that have
become Registered Intermediaries, on the
Vote Deadline Date. In capacity as
Registered Intermediary, the Global Custodian
will sign the Proxy Card and forward to
the local custodian. If you are unsure whether
your Global Custodian acts as Registered
Intermediary, please contact your representative
- - PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON
THE MATERIAL URL LINK:
https://balo.journalofficiel.gouv.fr/pdf/2010/0308/201003081000594.pdf
AND https://balo.journal-officiel.gouv.fr/pdf/2010/0507/201005071001912.pdf
O.1 Approve the annual Company accounts for the Mgmt For For
year ending 31 DEC 2009
O.2 Approve the consolidated accounts for the year Mgmt For For
ending 31 DEC 2009
O.3 Approve the allocation of the result for the Mgmt For For
year ending 31 DEC 2009 and setting of
the dividend
O.4 Approve the agreements, specified in Article Mgmt For For
L. 225-38 of the Code du Commerce
Commercial Code
O.5 Approve the agreements specified in Article Mgmt For For
L. 225-38 of the Code du Commerce
O.6 Approve the agreement specified in Article L. Mgmt For For
225-42-1 of the Code du Commerce
O.7 Authorize the Board of Directors to operate Mgmt For For
on Company shares
E.8 Authorize the Board of Directors to decide, Mgmt Against Against
maintaining the preferential subscription
right, (i) to increase capital stock by issuing
ordinary shares or tangible assets, granting
access to the Company's capital stock or that
of the Company's subsidiaries or (ii) to issue
tangible assets granting access to the allocation
of debt securities
E.9 Authorize the Board of Directors to decide, Mgmt Against Against
with suppression of the preferential
subscription right through a public offer,
(i) to increase capital stock by issuing
ordinary shares or tangible assets, granting
access to the Company's capital stock or that
of the Company's subsidiaries or (ii) to issue
tangible assets granting access to the allocation
of debt securities
E.10 Authorize the Board of Directors to decide, Mgmt Against Against
with suppression of the preferential
subscription right, through a private placement
offer (i) to increase capital stock by
issuing ordinary shares or tangible assets,
granting access to the Company's capital
stock or that of the Company's subsidiaries
or (ii) to issue tangible assets granting access
to the allocation of debt securities
E.11 Authorize the Board of Directors to increase Mgmt Against Against
the number of securities to be issued in
the event of an increase in capital stock,
with or without a preferential subscription
right
E.12 Authorize the Board of Directors to decide to Mgmt For For
increase capital stock by incorporating
premia, reserves, profits or other items
E.13 Authorize the Board of Directors to decide to Mgmt Against Against
increase capital stock by issuing shares
or tangible assets granting access to capital
stock reserved for members of Company savings
plans with suppression of the preferential
subscription right held by these people
E.14 Authorize the Board of Directors to issue various Mgmt Against Against
tangible assets in the event of a public
offer initiated by the Company
E.15 Authorize the Board of Directors to go ahead Mgmt Against Against
and issue various ordinary shares or
tangible assets to remunerate contributions
in kind given to the Company within a limit
of 10% of capital stock
E.16 Authorize the Board of Directors to reduce capital Mgmt For For
stock by canceling shares
E.17 Amend the Article 9 of the Articles of Association Mgmt For For
E.18 Amend the Article 13 of the Articles of Association Mgmt For For
E.19 Grant powers for the formalities Mgmt For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF ADDITIONAL LINK. 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.
- --------------------------------------------------------------------------------------------------------------------------
ALCATEL-LUCENT, PARIS Agenda Number: 702311250
- --------------------------------------------------------------------------------------------------------------------------
Security: F0191J101
Meeting Type: MIX
Meeting Date: 01-Jun-2010
Ticker:
ISIN: FR0000130007
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
- - French Resident Shareowners must complete, sign Non-Voting No vote
and forward the Proxy Card directly to the
sub custodian. Please contact your Client Service
Representative to obtain the necessary
card, account details and directions. The
following applies to Non-Resident Shareowners:
Proxy Cards: Voting instructions will be
forwarded to the Global Custodians that have
become Registered Intermediaries, on the
Vote Deadline Date. In capacity as
Registered Intermediary, the Global Custodian
will sign the Proxy Card and forward to
the local custodian. If you are unsure whether
your Global Custodian acts as Registered
Intermediary, please contact your representative
- - PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON
THE MATERIAL URL
LINK:https://balo.journal-officiel.gouv.fr/pdf/2010/0324/201003241000834.pdf
AND https://balo.journal-officiel.gouv.fr/pdf/2010/0507/201005071001909.pdf
1 Approve the Company's accounts for the YE 31 Mgmt For For
DEC 2009
2 Approve the consolidated accounts for the YE Mgmt For For
31 DEC 2009
3 Approve the allocation of the result for the Mgmt For For
FY
4 Re-appointment of Mr. Philippe Camus' as a Director Mgmt For For
5 Re-appointment of Mr. Ben Verwaayen's as a Director Mgmt For For
6 Re-appointment of Mr. Daniel Bernard's as a Mgmt For For
Director
7 Re-appointment of Mr. W. Frank Blount's as a Mgmt For For
Director
8 Re-appointment of Mr. Stuart E. Eizenstat's Mgmt For For
as a Director
9 Re-appointment of Mr. Louis R. Hughes' as a Mgmt For For
Director
10 Re-appointment of Mr. Jean C. Monty's as a Director Mgmt For For
11 Re-appointment of Mr. Olivier Piou's as a Director Mgmt For For
12 Approve the nomination of Mrs. Carla Cico as Mgmt For For
a Director
13 Approve to setting the amount of the attendance Mgmt For For
fees allotted to the Directors
14 Re-appointment of Mr. Jean-Pierre Desbois as Mgmt For For
a Non-executive Director
15 Approve the nomination of Mr. Bertrand Lapraye Mgmt For For
as a Non-executive Director
16 Approve the regulated agreement and commitments Mgmt For For
whose performance has continued during
the FY
17 Approve the "Other benefits" commitments regulated Mgmt For For
by Article L. 225-42-1 of the Code de Commerce
given to the Chairman of the Board of Directors
18 Approve the "Other benefits" and "Retirement" Mgmt For For
commitments regulated by Article L.
225-42-1 of the Code de Commerce given to the
CEO
19 Ratify the transfer of the Headquarters Mgmt For For
20 Authorize the Board of Directors to allow the Mgmt For For
Company to trade in its own shares
E.21 Authorize the Board of Directors to reduce the Mgmt For For
Company's authorized capital by cancelling
shares held by the Company
E.22 Approve the delegation of powers to be given Mgmt Against Against
to the Board of Directors to decide to
issue ordinary shares in the Company and any
transferable securities giving access
immediately or at some future date to the authorized
capital of the Company or of its affiliated
Companies, with the preferential right of
subscription maintained
E.23 Approve the delegation of powers to be given Mgmt Against Against
to the Board of Directors to decide to
issue; i) ordinary shares in the Company and
any transferable securities giving access
immediately or at some future date to the authorized
capital of the Company or of its affiliated
Companies or; ii) ordinary shares in the Company
to which transferable securities to be issued
by subsidiaries will give an entitlement,
including for the purpose of paying for securities
which will be contributed in the context of
a public exchange offer, with the preferential
right of subscription cancelled
E.24 Approve the delegation of powers to be given Mgmt Against Against
to the Board of Directors to issue, by
means of a private placement offer regulated
by Article L. 411-2 II of the Code monetaire
et financier, ordinary shares in the Company
and transferable securities giving access
immediately or at some future date to ordinary
shares in the Company or in its affiliated
companies, with the preferential right
of subscription cancelled
E.25 Authorize the Board of Directors for the purpose Mgmt Against Against
of increasing the number of transferable securities
to be issued in the event of a capital increase
pursuant to the 22nd, 23rd and 24th resolutions,
with or without the preferential right
of subscription
E.26 Approve the delegation of powers to be given Mgmt Against Against
to the Board of Directors to decide on
an increase to the authorized capital, in order
to pay for contributions in kind granted
to the Company and consisting of equity
securities or transferable securities
giving access to the authorized capital of
other Companies
E.27 Approve the overall capital on the amount of Mgmt Against Against
issues made pursuant to the 22nd, 23rd,
24th, 25th and 26th resolutions
E.28 Approve the delegation of powers to be given Mgmt For For
to the Board of Directors to increase the
authorized capital by incorporation of reserves,
profits or bonuses
E.29 Authorize the Board of Directors for the purpose Mgmt For For
of awarding existing or future performance
shares to employees and executive directors
whose pay is conditional on performance
E.30 Authorize the Board of Directors to grant share Mgmt For For
subscription or share purchase options
to employees and executive directors
E.31 Approve the delegation of powers to be given Mgmt Against Against
to the Board of Directors to decide to
increase the authorized capital by issuing
shares reserved for members of a corporate
Personal Equity Plan or assignment to the latter
of shares or other transferable securities
giving access to the authorized capital
E.32 Amend the term of office for Directors laid Mgmt For For
down in Article 13 of the Articles
of Association and to the term of office for
Non-executive Directors laid down in Article
14 of the Articles of Association
E.33 Approve the powers for the required formalities Mgmt For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF CORRECT DIRECTOR NAME. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
ALPHA BK S A Agenda Number: 702487136
- --------------------------------------------------------------------------------------------------------------------------
Security: X1687N119
Meeting Type: OGM
Meeting Date: 22-Jun-2010
Ticker:
ISIN: GRS015013006
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Submission for approval of the annual financial Mgmt No Action
statements as of 31.12.2009, along with the
relevant reports of the Board of Directors
and the Auditors, as well as the distribution
of profits
2. Discharge of the Board of Directors and the Mgmt No Action
Auditors from any liability for the financial
year 2009
3. Election of Auditors, regular and alternate, Mgmt No Action
for the financial year 2010 and approval of
their remuneration
4. Election of a new Board of Directors due to Mgmt No Action
the expiry of its tenure, appointment of Independent
Members, as well as of Members of the Audit
Committee in accordance with Article 37 of
Law 3693/2008
5. Approval of the Board of Directors' fees Mgmt No Action
6. Renewal and approval of a share buy-back programme Mgmt No Action
in accordance with article 16 of Codified Law
2190/1920, on the suspensive condition that
the existing (article 28 paragraph 2 of Law
3756/2009) and/or future restrictions on the
implementation of a share buy-back programme
be rescinded
7. Supplement, for clarification purposes, of Article Mgmt No Action
5, Paragraph 4 of the Articles of Incorporation,
on the authority granted to increase the share
capital through issuance of a single category
of shares only (Article 13 Paragraph 7 of Codified
Law 2190/1920)
8. Grant of authorization, according to Article Mgmt No Action
23, Paragraph 1 of Codified Law 2190/1920,
to the Members of the Board of Directors, the
General Management as well as to Managers,
to participate in the Board of Directors or
in the Management of Group Companies having
similar purposes
- --------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH INBEV SA, BRUXELLES Agenda Number: 702358753
- --------------------------------------------------------------------------------------------------------------------------
Security: B6399C107
Meeting Type: MIX
Meeting Date: 27-Apr-2010
Ticker:
ISIN: BE0003793107
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No Action
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No Action
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION
TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE
TO BE LODGED
A.1 Amend the Article 13, 3 of the Articles of Association Mgmt No Action
in order to set the term of the mandate of
the Directors at 4 years, unless the shareholders'
meeting fixes a shorter term
A.2 Approve the insertion of a new Article 36bis Mgmt No Action
in the Articles of Association, as specified
A3.A Special report by the Board of Directors on Non-Voting No Action
the issuance of subscription rights and the
exclusion of the preference right of the existing
shareholders in favor of specific persons,
drawn up in accordance with Articles 583, 596
and 598 of the Companies Code
A.3.B Special report by the statutory Auditor on the Non-Voting No Action
exclusion of the preference right of the existing
shareholders in favor of specific persons,
drawn up in accordance with Articles 596 and
598 of the Companies Code
A.3.C Approve to exclude the preference right of the Mgmt No Action
existing shareholders in relation to the issuance
of subscription rights in favor of all current
Directors of the Company, as identified in
the report referred under resolution A.3.A
A.3.D Approve the issuance of 215,000 subscription Mgmt No Action
rights and determining their terms and conditions
(as such terms and conditions are appended
to report referred under Resolution A.3.A );
the main provisions of these terms and conditions
can be summarized as specified
A.3.E Approve to increase the capital of the Company, Mgmt No Action
under the condition precedent and to the extent
of the exercise of the subscription rights,
for a maximum amount equal to the number of
subscription rights multiplied by their exercise
price and allocation of the issuance premium
to an account not available for distribution
A.3.F Grant powers to 2 Directors acting jointly to Mgmt No Action
have recorded by notarial deed the exercise
of the subscription rights, the corresponding
increase of the capital, the number of new
shares issued, the resulting modification to
the Articles of Association and the allocation
of the issuance premium to an account not available
for distribution
B.1 Management report by the Board of Directors Non-Voting No Action
on the accounting YE on 31 DEC 2009
B.2 Report by the statutory Auditor on the accounting Non-Voting No Action
YE on 31 DEC 2009
B.3 Communication of the consolidated annual accounts Non-Voting No Action
relating to the accounting YE on 31 DEC 2009,
as well as the management report by the Board
of Directors and the report by the statutory
Auditor on the consolidated annual accounts
B.4 Approve the statutory annual accounts relating Mgmt No Action
to the accounting YE on 31 DEC 2009, including
the specified allocation of the result: EUR
profit of the accounting year: EUR 6,378,211;
profit carried forward from the preceding accounting
year: EUR 1,282,104; result to be allocated:
7,660,315; deduction for the unavailable reserve:
37,085 gross dividend for the shares: EUR 605,033;
balance of carried forward profit: 7,018,197
B.5 Grant discharge to the Directors for the performance Mgmt No Action
of their duties during the accounting YE on
31 DEC 2009
B.6 Grant discharge to the statutory Auditor for Mgmt No Action
the performance of his duties during the accounting
YE on 31 DEC 2009
B.7.A Approve to renew the appointment as Director Mgmt No Action
of Mr. Alexandre Van Damme, for a period of
4 years ending after the shareholders' meeting
which will be asked to approve the accounts
for the year 2013
B.7.B Approve to renew the appointment as a Director Mgmt No Action
of Mr. Gregoire de Spoelberch, for a period
of 4 years ending after the shareholders' meeting
which will be asked to approve the accounts
for the year 2013
B.7.C Approve to renew the appointment as a Director Mgmt No Action
of Mr. Carlos Alberto da Veiga Sicupira, for
a period of 4 years ending after the shareholders
meeting which will be asked to approve the
accounts for the year 2013
B.7.D Approve to renew the appointment as a Director Mgmt No Action
of Mr. Jorge Paulo Lemann, for a period of
4 years ending after the shareholders' meeting
which will be asked to approve the accounts
for the year 2013; the Company's Corporate
Governance Charter provides that the term of
office of the Directors shall end immediately
after the annual shareholders' meeting following
their 70th birthday, except as approved by
the Board of Directors in special cases; the
Board considers that an exception to such age
limit is justified for Mr. Lemann considering
the key strategic role that he has played and
continues to play as one of the controlling
shareholders of the Company since its combination
with AmBev Companhia de Bebidas das Americas
B.7.E Approve to renew the appointment as a Director Mgmt No Action
of Mr. Roberto Moses Thompson Motta, for a
period of 4 years ending after the shareholders'
meeting which will be asked to approve the
accounts for the year 2013
B.7.F Approve to renew the appointment as a Director Mgmt No Action
of Mr. Marcel Herrmann Telles, for a period
of 4 years ending after the shareholders meeting
which will be asked to approve the accounts
for the year 2013
B.7.G Approve to renew the appointment as a Independent Mgmt No Action
Director of Mr. Jean-Luc Dehaene, for a period
of 1 year ending after the shareholders meeting
which will be asked to approve the accounts
for the year 2010; the renewal of the mandate
for only 1 year is in line with the Company's
Corporate Governance Charter which provides
that the term of office of the Directors shall
end immediately after the shareholders' meeting
following their 70th birthday; Mr. Dehaene
complies with the functional, family and financial
criteria of independence as provided for in
Article 526ter of the Companies Code and in
the Company's Corporate Governance Charter,
except for the requirement not to have been
a Non-Executive Director of the Company for
more than 3 successive terms (Article 526ter,
paragraph 1, 2); except when legally required
to apply the definition of Article 526ter,
paragraph 1, 2, the Board proposes to consider
that Mr. Dehaene continues to qualify as Independent
Director; the Board is of the opinion that
the quality and independence of the contribution
of Mr. Dehaene to the functioning of the Board
has not been influenced by the length of his
tenure; Mr. Dehaene has acquired a superior
understanding of the Company's business, its
underlying strategy and specific culture and
in light of his particular experience, reputation
and background it is in the Company's best
interests to renew him as an Independent Director
for an additional term of 1 year; moreover,
Mr. Dehaene expressly stated and the Board
is of the opinion that he does not have any
relationship with any company which could compromise
his independence
B.7.H Approve to renew the appointment as an Independent Mgmt No Action
Director of Mr. Mark Winkelman, for a period
of 4 years ending after the shareholders meeting
which will be asked to approve the accounts
for the year 2013; Mr. Winkelman complies with
the functional, family and financial criteria
of independence as provided for in Article
526ter of the Companies Code and in the Company's
Corporate Governance Charter; moreover, Mr.
Winkelman expressly stated and the Board is
of the opinion that he does not have any relationship
with any company which could compromise his
independence
B.8 Approve the recommendation of the Audit Committee, Mgmt No Action
for a period of 3 years ending after the shareholders'
meeting which will be asked to approve the
accounts for the year 2012, as statutory auditor
of Pricewaterhouse Coopers, PWC, Woluwe Garden,
Woluwedal 18, B-1932 Sint-Stevens-Woluwe, represented
by Mr. Yves Vandenplas, reviseur d'entreprises,
and setting, in agreement with this Company,
its yearly remuneration to 52,000 Euro
B.9.A Approve the remuneration report for the FY 2009 Mgmt No Action
(as specified in the 2009 annual report) including
the amended executive remuneration policy,
applicable as from 2010; such policy provides
for the possibility of granting the annual
incentive in the form of shares that are immediately
vested, subject to a 5-year lock-up period;
in addition, the executive remuneration policy
provides that the company may also grant matching
shares (in the form of restricted stock units)
and stock options, the value of which can exceed
25% of the annual remuneration and which vest
after a period of five years but without being
subject to a specific performance test. Special
forfeiture rules apply to matching shares and
stock options in case of termination of service
before the end of the five-year vesting period;
the 2009 annual report and remuneration report
containing the executive remuneration policy,
can be reviewed as indicated at the end of
this notice
B.9BA Grant approximately 35 Executives of the Company Mgmt No Action
and/or its majority-owned subsidiaries of 5,732,542
options in DEC 2009 under the Dividend Waiver
Program as specified in the remuneration report;
each option gives the grantee the right to
purchase one existing share in the Company;
the exercise price of each option is EUR 33.24,
which corresponds to the fair value of the
Company share at the time of granting of the
options; the grant was meant to allow for global
mobility of Executives who were relocated to
the US while complying with all legal and tax
obligations with respect to outstanding options
before 01 JAN 2010
B.9BB Approve the exchange with approximately 15 Executives Mgmt No Action
of the Company and/or its majority-owned subsidiaries
of 4,084,770 options of the NOV 2008 Exceptional
Grant and 360,000 options of the APR 2009 Exceptional
Grant against 2,764,302 million Anheuser-Busch
InBev shares under the Exchange Program as
specified in the remuneration report; the exchange
was meant to allow for global mobility of Executives
who were relocated to the US while complying
with all legal and tax obligations with respect
to outstanding options before 01 JAN 2010
B.9BC Approve to confirm the grant in DEC 2009 of Mgmt No Action
2,994,615 options to employees of Anheuser-Busch
Companies Inc. and/or its majority-owned subsidiaries;
each option will give the grantee the right
to purchase one existing share in the Company;
the exercise price of each option is EUR 35.705
which corresponds to the fair value of the
Company share at the time of granting of the
options; the options will become exercisable
after 5 years and have a lifetime of 10 years;
this grant was made according to a pre-merger
obligation
B.9BD Approve to confirm the grant in DEC 2009 of Mgmt No Action
1,626,069 Long Term Incentive Stock Options
to employees of the Company and/or its majority
owned subsidiaries; each option gives the grantee
the right to purchase 1 existing share in the
Company; the exercise price of each option
is EUR 35.90 which corresponds to the fair
value of the Company share at the time of granting
of the options; the options will become exercisable
after 5 years and have a lifetime of 10 years
B.9BE Approve to confirm the grant in MAR 2010 of Mgmt No Action
approximately 350,000 existing shares of the
Company and 1,200,000 matching restricted stock
units to employees of the Company and/or its
majority owned subsidiaries; each share is
subject to a 5-year lock-up period; each matching
restricted stock unit will vest only after
a 5-year vesting period; this grant was done
in the framework of the new Share-Based Compensation
Plan of the Company as specified in the Executive
remuneration policy referred to in resolution
9.A
B.10A Approve, in accordance with Article 556 of the Mgmt No Action
Companies Code, condition 7.5 of the terms
& conditions (Change of Control Put) of the
EUR 15,000,000,000 updated Euro Medium Term
Note Programme dated 24 FEB 2010 of the Company
and Brandbrew SA (the Issuers) and Deutsche
Bank AG., London Branch, acting as Arranger
(the Updated EMTN Programme), which may be
applicable in the case of Notes issued under
the Updated EMTN Programme and any other provision
in the Updated EMTN Programme granting rights
to third parties which could affect the Company's
assets or could impose an obligation on the
Company where in each case the exercise of
those rights is dependent on the launch of
a public take-over bid over the shares of the
Company or on a Change of Control (as specified
in the terms & conditions of the updated EMTN
Programme), as specified; a change of control
put is specified in the applicable Final Terms
of the Notes, condition 7.5 of the terms &
conditions of the updated EMTN Programme grants,
to any noteholder, in essence, the right to
request the redemption of his Notes at the
redemption amount specified in the final terms
of the notes, together, if appropriate, with
interest accrued upon the occurrence of a Change
of Control and a related downgrade in the notes
to sub-investment grade
B.10B Approve, in accordance with Article 556 of the Mgmt No Action
Companies Code, the Change of Control clause
of the USD 3,000,000,000 notes issued in MAY
2009, consisting of USD 1,550,000,000 5.375
% notes due 2014, USD 1,000,000,000 6.875 %
notes due 2019 and USD 450,000,000 8.00 % Notes
due 2039 (the Notes), and the Change of Control
clause of the USD 5,500,000,000 Notes issued
in OCT 2009, consisting of USD 1,500,000,000
3 % Notes due 2012, USD 1,250,000,000 4.125
% Notes due 2015, USD 2,250,000,000 5.375 %
Notes due 2020 and USD 500,000,000 6.375 %
Notes due 2040 (the Unregistered Notes), the
Change of Control clause of the USD 5,500,000,000
Registered Notes issued in FEB 2010, consisting
of USD 1,500,000,000 3% Notes due 2012, USD
1,250,000,000 4.125% Notes due 2015, USD 2,250,000,000
5.375% Notes due 2020 and USD 500,000,000 6.375%
Notes due 2040 and offered in exchange for
corresponding amounts of the corresponding
Unregistered Notes in accordance with a US
Form F-4 Registration Statement (the Registration
Statement), pursuant to an exchange offer launched
by Anheuser-Busch InBev Worldwide Inc. in the
US on 08 JAN 2010 and closed on 08 FEB 2010
(the Registered Notes), whereby each of the
Notes, unregistered Notes and Registered Notes
are issued by Anheuser-Busch InBev Worldwide
Inc. (with an unconditional and irrevocable
guarantee as to payment of principal and interest
from the Company) and (iv) any other provision
applicable to the Notes, Unregistered Notes
or Registered Notes granting rights to third
parties which could affect the Company's assets
or could impose an obligation on the Company
where in each case the exercise of those rights
is dependent on the launch of a public take-over
bid over the shares of the Company or on a
Change of Control (as specified in the Offering
Memorandum with respect to the Notes or the
Unregistered Notes, as the case may be, and
in the Registration Statement with respect
to the Registered Notes); the Change of Control
clause grants to any Noteholder, in essence,
the right to request the redemption of his
Notes at a repurchase price in cash of 101%
of their principal amount (plus interest accrued)
upon the occurrence of a Change of Control
and a related downgrade in the Notes to sub-investment
grade
B.10C Approve, in accordance with Article 556 of the Mgmt No Action
Companies Code, Clause 17 (Mandatory Prepayment)
of the USD 13,000,000,000 senior facilities
agreement dated 26 FEB 2010 entered into by
the Company and Anheuser-Busch InBev Worldwide
Inc. as original borrowers, the original guarantors
and original lenders listed therein, Banc of
America Securities Limited, Banco Santander,
S.A., Barclays Capital, Deutsche Bank AG, London
Branch, Fortis Bank SA/NV, ING Bank NV, Intesa
Sanpaolo S.P.A., J.P. Morgan PLC, Mizuho Corporate
Bank, Ltd, The Royal Bank of Scotland PLC,
Societe Generale Corporate and Investment Banking,
the Corporate and Investment Banking division
of Societe Generale and the Bank of Tokyo-Mitsubishi
UFJ, LTD. as mandated lead arrangers and bookrunners
and Fortis Bank SA/NV as agent and issuing
bank (as amended and/or amended and restated
from time to time) (the Senior Facilities Agreement)
and any other provision of the Senior Facilities
Agreement granting rights to 3rd parties which
could affect the Company's assets or could
impose an obligation on the Company where in
each case the exercise of those rights is dependent
on the launch of a public take-over bid over
the shares of the Company or on a Change of
Control (as specified in the Senior Facilities
Agreement); Clause 17 of the Senior Facilities
Agreement grants, in essence, to any lender
under the Senior Facilities Agreement, upon
a Change of Control over the Company, the right
(i) not to fund any loan or letter of credit
(other than a rollover loan meeting certain
conditions) and (ii) (by not less than 30 days
written notice) to cancel its undrawn commitments
and require repayment of its participations
in the loans or letters of credit, together
with accrued interest thereon, and all other
amounts owed to such lender under the Senior
Facilities Agreement (and certain related documents)
B.10D Approve, in accordance with Article 556 of the Mgmt No Action
Companies Code, Clause 8.1 (Change of Control
or Sale) of the USD 4,200,000,000 term facilities
agreement dated 26 FEB 2010 entered into by
the Company and Anheuser-Busch InBev Worldwide
Inc. as original borrowers, the original guarantors
and original lenders listed therein, Banco
Santander S.A., London Branch and Fortis Bank
SA/NV as mandated lead arrangers and bookrunners
and Fortis Bank SA/NV as agent (as amended
and/or amended and restated from time to time)
(the Term Facilities Agreement) and (ii) any
other provision of the Term Facilities Agreement
granting rights to 3rd parties which could
affect the Company's assets or could impose
an obligation on the Company where in each
case the exercise of those rights is dependent
on the launch of a public take-over bid over
the shares of the Company or on a Change of
Control (as specified in the Term Facilities
Agreement); Clause 8.1 of the Term Facilities
Agreement grants, in essence, to any lender
under the Term Facilities Agreement, upon a
Change of Control over the Company, the right
(i) not to fund any loan and (ii) (by not less
than 30 days written notice) to cancel its
undrawn commitments and require repayment of
its participations in the loans, together with
accrued interest thereon, and all other amounts
owed to such lender under the Term Facilities
Agreement (and certain related documents)
C. Grant powers to Mr. Benoit Loore, VP Legal Corporate, Mgmt No Action
with power to substitute and without prejudice
to other delegations of powers to the extent
applicable, for (i) the restatements of the
Articles of Association as a result of all
changes referred to above, the signing of the
restated articles of association and their
filings with the clerk's office of the Commercial
Court of Brussels, (ii) the filing with the
same clerk's office of the resolutions referred
under Resolution B.10 and (iii) any other filings
and publication formalities in relation to
the above resolutions
- --------------------------------------------------------------------------------------------------------------------------
ASCENDAS REAL ESTATE INVESTMENT TRUST Agenda Number: 702496654
- --------------------------------------------------------------------------------------------------------------------------
Security: Y0205X103
Meeting Type: AGM
Meeting Date: 28-Jun-2010
Ticker:
ISIN: SG1M77906915
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive and adopt the report of HSBC Institutional Mgmt For For
Trust Services Singapore Limited as trustee
of A-REIT the Trustee the Statement by Ascendas
Funds Management (S) Limited as manager of
A-REIT the Manager and the Audited Financial
Statements of A-REIT for the FYE 31 MAR 2010
and the Auditors' report thereon
2 Re-appoint KPMG LLP as the Auditors of A-REIT Mgmt For For
to hold office until the conclusion
of the next AGM of A-REIT and authorize the
Manager to fix their remuneration
3 Authorize the Manager to: issue units in A-REIT Mgmt Against Against
Units whether by way of rights, bonus
or otherwise; and/or make or grant offers,
agreements or options collectively,
Instruments that might or would require Units
to be issued, including but not limited to
the creation and issue of as well as adjustments
to securities, warrants, debentures or other
instruments convertible into Units,
at any time and upon such terms and conditions
and for such purposes and to such persons
as the Manager may in its absolute discretion
deem fit; and issue Units in pursuance of any
Instrument made or granted by the Manager
while this Resolution was in force notwithstanding
that the authority conferred by this Resolution
may have ceased to be in force at the
time such Units are issued provided that:
the aggregate number of units CONTD..
CONT ..CONTD to be issued pursuant to this resolution Non-Voting No vote
including Units to be issued in pursuance
of instruments made or granted pursuant to
this resolution) shall not exceed
50% of the total number of issued units
excluding treasury Units, if any as
calculated in accordance with sub-paragraph
below of which the aggregate number of units
to be issued other than on a pro rata
basis to unitholders shall not exceed 20% of
the total number of issued units excluding
treasury units, if any as calculated
in accordance with sub-paragraph below; subject
to such manner of calculation as may be prescribed
by the Singapore Exchange Securities Trading
Limited the SGX-ST for the purpose of determining
the aggregate number of units that may be
issued under sub-paragraph above, the total
number of issued units excluding treasury
units, if any CONTD..
CONT ..CONTD shall be based on the number of issued Non-Voting No vote
units excluding treasury Units, if any
at the time this resolution is passed, after
adjusting for: any new units arising from
the conversion or exercise of any Instruments
which are outstanding at the time this
resolution is passed; and any subsequent
bonus issue, consolidation or subdivision of
Units; in exercising the authority conferred
this resolution, the Manager shall comply with
the provisions of the Listing Manual of
the SGX-ST for the time being in force unless
such compliance has been waived by the SGX-ST
and the trust deed constituting A-REIT
as amended the Trust Deed for the time
being in force unless otherwise exempted
or waived by the Monetary Authority of
Singapore
CONT ..CONTD [Authority expires earlier of the conclusion Non-Voting No vote
of the next AGM of A-REIT or the date by which
the next AGM of A-REIT is required by applicable
regulations to be held]; where the terms of
the issue of the Instruments may be converted,
in the event of rights, bonus or other capitalization
issues or any other events, the Manager is
authorized to issue additional Instruments
or Units pursuant to such adjustment not withstanding
that the authority conferred by this resolution
may have ceased to be in force at the time
the instruments or Units are issued; and the
authorize the Manager and the Trustee to complete
and do all such acts and things [including
executing all such document as may required]
as the Manager or, as the case may be, the
Trustee may consider expedient or necessary
or in the interest of A-REIT to give effect
to the authority conferred by this resolution
- --------------------------------------------------------------------------------------------------------------------------
ASCENDAS REAL ESTATE INVESTMENT TRUST Agenda Number: 702502673
- --------------------------------------------------------------------------------------------------------------------------
Security: Y0205X103
Meeting Type: EGM
Meeting Date: 28-Jun-2010
Ticker:
ISIN: SG1M77906915
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
E.1 Approve the distribution reinvestment plan to Mgmt For For
be known as the "Ascendas Real Estate Investment
Trust Distribution Reinvestment Plan" under
which the Directors of the manager of A-REIT
[the Directors] may, whenever the Directors
have resolved that a distribution [including
an interim, final, special or other distribution]
be paid or declared on units in A-REIT [Units],
that unit holders of A-REIT [Unitholders] entitled
to such distribution may elect to receive an
allotment of new Units each credited as fully
paid in lieu of cash in respect of such distribution
[further particulars of which are set out in
the circular to Unit holders dated 03 JUN 2010;
[ii] A-REIT's distribution date, as set out
in A-REIT's trust deed dated 09 OCT 2002 constituting
A-REIT [as amended] [the Trust Deed], be extended
from 60 calendar days to 90 calendar days from
the end of the applicable financial quarter
of A-REIT [the "DRP Supplement"]; [iii] authorize
the Ascendas Funds Management [S] Limited,
as manager of A-REIT [the "Manager"], and/or
HSBC institutional Trust Services [Singapore]
Limited, as trustee of A-REIT [the "Trustee"];
[a] to establish and administer the Distribution
Reinvestment plan; [b] to modify and/or alter
the Distribution Reinvestment Plan from time
to time and to do all such acts and things
and to enter into all such transactions and
arrangements as may be necessary or expedient
in order to give full effect to the Distribution
Reinvestment Plan; and [c] to allot and issue
from time to time such number of new Units
as may be required to be allotted and issued
pursuant to the Distribution Reinvestment Plan;
[iv] unless revoked or varied by Unit holders
in a general meeting, such authority shall
continue in force; and [v] authorize the Manager,
any Director and the Trustee to complete and
do all such acts and things [including executing
all such documents as may be required] as the
Manager, such Director or, as the case may
be, the Trustee may consider expedient or necessary
or in the interests of A-REIT to give effect
to the Distribution Reinvestment Plan [including
the DRP Supplement]
E.2 Amend the Trust Deed with the Notice Supplement Mgmt For For
[as defined in the circular] in the manner
as specified in Appendix C of the Circular;
and authorize the Manager, any Director and
the Trustee to complete and do all such acts
and things [including executing all such document
as may be required] as the Manager, such Director
or, as the case may be, the Trustee may consider
expedient or necessary or in the interests
of A-REIT to give effect to the Notice Supplement
- --------------------------------------------------------------------------------------------------------------------------
ASM PAC TECHNOLOGY LTD Agenda Number: 702303099
- --------------------------------------------------------------------------------------------------------------------------
Security: G0535Q133
Meeting Type: AGM
Meeting Date: 23-Apr-2010
Ticker:
ISIN: KYG0535Q1331
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting No vote
VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR RESOLUTION
NUMERS. THANK YOU.
1 Receive and adopt the Audited consolidated financial Mgmt For For
statements of the Company and the reports
of the Directors and the Auditor for the YE
31 DEC 2009
2 Declare a final dividend of HKD 1.20 per share Mgmt For For
and a second special dividend of HKD 0.40
for the YE 31 DEC 2009
3.I Re-election of Mr. Peter Lo Tsan Yin as a Director Mgmt For For
3.II Re-election of Mr. Robert Arnold Ruijter as Mgmt For For
a Director
3.III Re-election of Miss Orasa Livasiri as a Director Mgmt For For
3.IV Re-election of Mr. Robert Lee Shiu Hung as a Mgmt For For
Director
3.V Authorize the Board of Directors to fix the Mgmt For For
Directors' remuneration
4 Re-appointment of Deloitte Touche Tohmatsu as Mgmt For For
the Auditor and authorize the Board of Directors
to fix their remuneration
5 Authorize the Directors of the Company the Mgmt For For
Directors , subject to this resolution,
during the relevant period as specified of
all the powers of the Company to repurchase
its own shares on The Stock Exchange of Hong
Kong Limited the Stock Exchange or on any
other Stock Exchange on which the shares
of the Company may be listed and recognized
by The Securities and Futures Commission
of Hong Kong the Securities and Futures Commission
and the Stock Exchange for this purpose,
subject to and in accordance with all applicable
laws and the rules and regulations of the Securities
and Futures commission and the Stock Exchange
or of any other stock exchange as amended
from time to time; the aggregate nominal amount
of the share capital of the Company to be
repurchased or agreed to be repurchased by
the CONTD
- - CONTD Company pursuant to the approval in this Non-Voting No vote
Resolution during the relevant period shall
not exceed 10% of the aggregate nominal amount
of the issued share capital of the Company
as at the date of passing of this Resolution
and the said approval be limited accordingly;
Authority expires the earlier of the conclusion
of the next AGM of the Company or the expiration
of the period within which the next AGM of
the Company is required by the Articles of
Association of the Company or any applicable
laws to be held
- --------------------------------------------------------------------------------------------------------------------------
ASTRAZENECA PLC, LONDON Agenda Number: 702296410
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Security: G0593M107
Meeting Type: AGM
Meeting Date: 29-Apr-2010
Ticker:
ISIN: GB0009895292
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the Company's accounts and the reports Mgmt For For
of the Directors and the Auditor for the YE
31 DEC 2009
2. Approve to confirm the first interim dividend Mgmt For For
of USD 0.59 [36 pence, SEK 4.41] per ordinary
share and to confirm as the final dividend
for 2009 the second interim dividend of USD
1.71 [105.4 pence, SEK 12.43] per ordinary
share
3. Re-appoint KPMG Audit Plc, London as the Auditor Mgmt For For
of the Company
4. Authorize the Directors to agree the remuneration Mgmt For For
of the Auditor
5.A Re-elect Louis Schweitzer as a Director in accordance Mgmt For For
with Article 65 of the Company's Articles of
Association, who retires at the AGM in 2011
5.B Re-elect David Brennan as a Director in accordance Mgmt For For
with Article 65 of the Company's Articles of
Association, who retires at the AGM in 2011
5.C Re-elect Simon Lowth as a Director in accordance Mgmt For For
with Article 65 of the Company's Articles of
Association, who retires at the AGM in 2011
5.D Re-elect Jean Philippe Courtois as a Director Mgmt For For
in accordance with Article 65 of the Company's
Articles of Association, who retires at the
AGM in 2011
5.E Re-elect Jane Henney as a Director in accordance Mgmt For For
with Article 65 of the Company's Articles of
Association, who retires at the AGM in 2011
5.F Re-elect Michele Hooper as a Director in accordance Mgmt For For
with Article 65 of the Company's Articles of
Association, who retires at the AGM in 2011
5.G Re-elect Rudy Markham as a Director in accordance Mgmt For For
with Article 65 of the Company's Articles of
Association, who retires at the AGM in 2011
5.H Re-elect Dame Nancy Rothwell as a Director in Mgmt For For
accordance with Article 65 of the Company's
Articles of Association, who retires at the
AGM in 2010
5.I Re-elect John Varley as a Director in accordance Mgmt For For
with Article 65 of the Company's Articles of
Association, who retires at the AGM in 2011
5.J Re-elect Marcus Wallenberg as a Director in Mgmt For For
accordance with Article 65 of the Company's
Articles of Association, who retires at the
AGM in 2011
6. Approve the Directors' remuneration report for Mgmt For For
the YE 31 DEC 2009
7. Authorize the Company and to make donations Mgmt Against Against
to Political Parties and to political organizations
other than political parties; and incur political
expenditure, during the period commencing on
the date of this resolution and ending on the
date the of the Company's next AGM, provided
that in each case any such donation and expenditure
made by the Company or by any such subsidiary
shall not exceed USD 250,000 per Company and
together with those made by any subsidiary
and the Company shall not exceed in aggregate
USD 250,000, as specified
8. Authorize the Directors , pursuant to Section Mgmt Against Against
551 of the Companies Act 2006 to: (i) allot
shares in the Company, and to grant rights
to subscribe for or to convert any security
into shares in the Company: up to an aggregate
nominal amount of USD 121,034,506; and comprising
equity securities [as specified in the Companies
Act 2006] up to an aggregate nominal amount
of USD 242,069,013 [including within such limit
any shares issued or rights granted in this
resolution] in connection with an offer by
way of a rights issue: (i) to holders of ordinary
shares in proportion [as nearly as may be practicable]
to their existing holdings; and (ii) to people
who are holders of other equity securities
if this is required by the rights of those
securities or, if the Directors consider it
necessary, as permitted by the rights of those
securities; and so that the Directors may impose
any limits or restrictions and make any arrangements
which they consider necessary or appropriate
to deal with treasury shares, fractional entitlements,
record dates, legal, regulatory or practical
problems in, or under the laws of, any territory
or any other matter; [Authority expires the
earlier of the conclusion of the AGM of the
Company in 29 JUN 2010]; 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; subject
to this resolution, all existing authorities
given to the Directors pursuant to Section
80 of the Companies Act 1985 or Section 551
of the Companies Act 2006 by way of the ordinary
resolution of the Company passed on 30 APR
2009 be revoked by this resolution; and this
resolution shall be without prejudice to the
continuing authority of the Directors to allot
shares, or grant rights to subscribe for or
convert any security into shares, pursuant
to an offer or agreement made by the Company
before the expiry of the authority pursuant
to which such offer or agreement was made
S.9 Approve, subject to the passing of Resolution Mgmt Against Against
8 as specified in the Notice of AGM of the
Company convened for 29 APR 2010 and in place
of the power given to them pursuant to the
special resolution of the Company passed on
30 APR 2009 and authorize the Directors, pursuant
to Section 570 and section 573 of the Companies
Act 2006 to allot equity securities [as specified
in the Companies Act 2006] for cash, pursuant
to the authority conferred by Resolution 8
in the Notice of AGM as if Section 561(1) of
the Act did not apply to the allotment this
power: expires [unless previously renewed,
varied or revoked by the Company in general
meeting] at the end of the next AGM of the
Company after the date on which this resolution
is passed [or, if earlier, at the close of
business on 29 JUN 2011], but the Company may
make an offer or agreement which would or might
require equity securities to be allotted after
expiry of this power and the Directors may
allot equity securities in pursuance of that
offer or agreement as if this power had not
expired; and shall be limited to the allotment
of equity securities in connection with an
offer of equity securities [Authority expires
the earlier of the conclusion of the AGM of
the Company in 29 JUN 2010]: (i) to the ordinary
shareholders in proportion [as nearly as may
be practicable] to their existing holdings;
and (ii) to people who hold other equity securities,
if this is required by the rights of those
securities or, if the Directors consider it
necessary, as permitted by the rights of those
securities, and so that the Directors may impose
any limits or restrictions and make any arrangements
which they consider necessary or appropriate
to deal with treasury shares, fractional entitlements,
record dates, legal, regulatory or practical
problems in, or under the laws of, any territory
or any other matter; and (c) in the case of
the authority granted under Resolution 8 shall
be limited to the allotment of equity securities
for cash otherwise than pursuant to this resolution
up to an aggregate nominal amount of USD 18,155,176;
this power applies in relation to a sale of
shares which is an allotment of equity securities
by virtue of Section 560(3) of the Companies
Act 2006 as if in the first paragraph of this
resolution the words "pursuant to the authority
conferred by Resolution 8 in the Notice of
AGM" were omitted
S.10 Authorize the Company, to make market purchases Mgmt For For
[within the meaning of section 693(4) of the
Companies Act 2006] of its ordinary shares
of USD 0.25 each in the capital of the Company
provided that the maximum number of ordinary
shares which may be purchased is 145,241,408;
the minimum price [exclusive of expenses] which
may be paid for each ordinary share is USD
0.25; and the maximum price [exclusive of expenses]
which may be paid for each ordinary share is
the higher of: (i) an amount equal to 105%
of the average of the middle market quotations
for an ordinary share of the Company as derived
from the London Stock Exchange Daily Official
List for the 5 business days immediately preceding
the day on which the ordinary share is contracted
to be purchased; and (ii) an amount equal to
the higher of the price of the last independent
trade of an ordinary share and the highest
current independent bid for an ordinary share
as derived from the London Stock Exchange Trading
System; [authority shall expire at the conclusion
of the AGM of the Company held in 2011 or,
if earlier, at the close of business on 29
JUN 2011] [except in relation to the purchase
of shares the contract for which was concluded
before the expiry of such authority and which
might be executed wholly or partly after such
expiry]
S.11 Approve the general meeting other than an AGM Mgmt For For
may be called on not less than 14 clear days'
notice
S.12 Amend the Articles of Association of the Company Mgmt For For
by deleting all the provisions of the Company
Memorandum of Association which, by virtue
of Section 28 of the Companies Act 2006, are
to be treated as provisions of the Company's
Articles of Association; and the Articles of
Association produced to 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
the exclusion of, the existing Articles of
Association
13. Approve the Directors rules of the AstraZeneca Mgmt For For
Investment Plan [Plan], the main features of
which are as specified, and, authorize the
Directors, to do all such acts and things as
they may consider necessary or expedient to
carry the Plan into effect and to establish
one or more schedules to the Plan as they consider
necessary in relation to employees in jurisdictions
outside the United Kingdom, with any modifications
necessary or desirable to take account of local
securities laws, exchange control and tax legislation,
provided that any ordinary shares of the Company
made available under any schedule are treated
as counting against the relevant limits on
individual and overall participation under
the Plan
PLEASE NOTE THAT THIS IS A REVISION DUE TO INSERTION Non-Voting No vote
OF VOTING OPTIONS COMMENT. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting No vote
VOTE 'IN FAVOR' OR 'AGAINST' FOR ALL RESOLUTIONS.
THANK YOU.
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ATLANTIA SPA, ROMA Agenda Number: 702322710
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Security: T05404107
Meeting Type: MIX
Meeting Date: 14-Apr-2010
Ticker:
ISIN: IT0003506190
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
MEETING DATE HAS BEEN CHANGED FROM 09 APR 2010 Non-Voting No Action
TO 14 APR 2010. THANK YOU
O.1 Approve: the financial statements as at 31 DEC Mgmt No Action
2009; the reports of the Board of Directors,
the Board of Statutory Auditors and the auditing
firm; the appropriation of net income; and
the presentation of the consolidated balance
sheet as at 31 DEC 2009; inherent and consequent
resolutions
O.2 Approve, in compliance with and in consequence Mgmt No Action
of Article 2357 and following ones of the Italian
Civil Code, Article 132 of Law Decree 24 FEB
1998 No. 58 and Articles 144 bis of the CONSOB
Regulation adopted with deliberation No. 11971
and following amendments, the authorization
to purchase, and the disposal of the Company's
own shares, upon partial or total revocation
for the non-used part of the authorization
granted by the meeting of 23 APR 2009; related
and consequential resolutions
PLEASE NOTE THAT, ALTHOUGH THERE ARE 2 PROPOSALS Non-Voting No Action
UNDER RESOLUTION 3 FOR APPROVAL, YOU CAN VOTE
ON ONLY 1. THE STANDING INSTRUCTIONS FOR THIS
MEETING WILL BE DISABLED AND, IF YOU CHOOSE,
YOU ARE REQUIRED TO VOTE FOR ONLY 1 OF THE
2 PROPOSALS. THANK YOU.
O.3.1 Approve the slate submitted by Sintonia SA and Shr No Action
Schemaventotto SpA regarding election of Messrs.
Clo' Alberto, Benetton Gilberto, Bertani Alessandro,
Cao Stefano, Castellucci Giovanni, Cera Roberto,
Cerchiai Fabio, Malinconico Carlo, Mari Giuliano,
Mion Gianni, Piaggio Giuseppe, Zannoni Paolo,
Bellamoli Valerio, Lapucci Massimo and Troncone
Marco as the Directors, and fixing their number
and remuneration
O.3.2 Approve the slate submitted by Fondazione Cassa Shr No Action
di Risparmio di Torino regarding election of
of Messrs. Bombassei Alberto, Fassone Antonio
and Turicchi Antonino as the Directors, and
fixing their number and remuneration
E.1 Approve the corporate capital increase, free Mgmt No Action
of payment in accordance with Article 2442
of the Italian civil code, for EUR 28,585,578.00
through issuance of 28,585,578 ordinary shares
having the same features of the currently outstanding
ordinary shares to be executed through allocation
of available reserves
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting No Action
IN MEETING DATE. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
ATOS ORIGIN, PARIS-LA DEFENSE Agenda Number: 702430000
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Security: F06116101
Meeting Type: MIX
Meeting Date: 27-May-2010
Ticker:
ISIN: FR0000051732
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 697264 DUE TO ADDITION OF RESOLUTION. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
"French Resident Shareowners must complete, Non-Voting No vote
sign and forward the Proxy Card directly to
the sub custodian. Please contact your Client
Service Representative to obtain the necessary
card, account details and directions. The
following applies to Non-Resident Shareowners:
Proxy Cards: Voting instructions will be
forwarded to the Global Custodians that have
become Registered Intermediaries, on the Vote
Deadline Date. In capacity as Registered Intermediary,
the Global Custodian will sign the Proxy Card
and forward to the local custodian. If you
are unsure whether your Global Custodian acts
as Registered Intermediary, please contact
your representative"
PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON THE
MATERIAL URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2010/0512/201005121002140.pdf
O.1 Approve the Company's accounts for the YE 31 Mgmt For For
DEC 2009
O.2 Approve the consolidated accounts for the YE Mgmt For For
31 DEC 2009
O.3 Approve the recommendations of the Board of Mgmt For For
Directors and to appropriate the income of
EUR 128,712,027.00 as follows: EUR 301.00 to
the legal reserve, the distributable income
of EUR 260,408,901.00 including the prior retained
earnings of EUR 131,697,175.00 to be allotted
to the retained earnings; as required by law,
it is reminded that, for the last 3 financial
years, the dividends paid, were as follows:
nil for FY 2006, EUR 0.40 for FY 2007, nil
for FY 2008
O.4 Approve the special report of the Supervisory Mgmt For For
Board on Article L.225-38 of the Code de Commerce
O.5 Ratify the co-opting of Mr. Lionel Zinsou-Derling Mgmt For For
as a member of the Board of Directors vice
Mr. Dominique Megret
O.6 Appointment of Mrs Aminata Niane as a member Mgmt For For
of the Board of Directors
O.7 Authorize the Board of Directors to buy, keep Mgmt For For
or transfer shares in the Company
O.8 Approve the setting of the total annual amount Mgmt For For
of the Directors' attendance fees
E.9 Authorize the Board of Directors to reduce the Mgmt For For
authorized capital by canceling shares
E.10 Authorize the Board of Directors for the purpose Mgmt Against Against
of issuing with the preferential right of subscription
for shareholders maintained shares or other
equity in the Company, or transferable securities
giving access to the capital of the Company
or of one of its subsidiaries, and/or transferable
securities giving an entitlement to the allocation
of debt securities
E.11 Authorize the Board of Directors for the purpose Mgmt Against Against
of issuing without a preferential right of
subscription for shareholders ordinary shares
in the Company and transferable securities
giving access to the ordinary shares of the
Company or of one of its subsidiaries, and/or
transferable securities giving an entitlement
to the allocation of debt securities
E.12 Authorize the Board of Directors for the purpose Mgmt Against Against
of increasing the authorized capital by increasing
the amount of equity to be issued, with or
without a preferential right of subscription
for shareholders
E.13 Authorize the Board of Directors for the purpose Mgmt Against Against
of issuing ordinary shares, transferable securities
giving access to ordinary shares and/or transferable
securities giving an entitlement to the allocation
of debt securities, in the event of a Public
Exchange Offer initiated by the Company concerning
the equity of another Company
E.14 Authorize the Board of Directors for the purpose Mgmt Against Against
of issuing ordinary shares and transferable
securities giving access to ordinary shares,
in order to pay for contributions in kind granted
to the Company consisting of equity or transferable
securities giving access to the capital
E.15 Approve the capital on authorizations Mgmt Against Against
E.16 Authorize the Board of Directors for the purpose Mgmt Against Against
of increasing the Company's authorized capital,
with the preferential right of subscription
for shareholders cancelled, in favor of employees
of the Company and its affiliated Companies
O.17 Grant powers for the necessary legal formalities Mgmt For For
O.18 Ratify the appointment of Mrs. Colette Neuville Mgmt For For
as censor
RESOLUTION 3 HAS BEEN UPDATED WITH ADDITIONAL Non-Voting No vote
TEXT.
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AUTOGRILL SPA, ROZZANO Agenda Number: 702293717
- --------------------------------------------------------------------------------------------------------------------------
Security: T8347V105
Meeting Type: MIX
Meeting Date: 20-Apr-2010
Ticker:
ISIN: IT0001137345
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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 27 APR 2010. 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 Approve the financial statement for the year Mgmt No Action
31 DEC 2009 and report; any adjournment
thereof and receive the presentation consolidated
financial statement for the year 31 DEC
2009
O.2 Approve the authorization to the share buyback Mgmt No Action
and sale according to Articles 2357 and following
of civil code; any adjournment thereof
O.3 Approve the plan of Stock Option for the year Mgmt No Action
2010
E.1 Approve the paid capital increase for maximum Mgmt No Action
2,000,000 ordinary shares; and amend Article
5 of Statute; any adjournment thereof
- --------------------------------------------------------------------------------------------------------------------------
BANCA CARIGE SPA CASSA DI RISPARMIO DI GENOVA E IMPERIA, GENOVA Agenda Number: 702334044
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Security: T0881N128
Meeting Type: MIX
Meeting Date: 29-Apr-2010
Ticker:
ISIN: IT0003211601
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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
30 APR 2010. 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.
A.1 Approve the financial statements as at 31 DEC Mgmt No Action
2009, the Board of Directors report, the Board
of Auditors report, adjournment thereof
A.2 Approve the communication of Banca Carige Group Mgmt No Action
consolidated financial statements at 31 DEC
2009
A.3 Approve the Directors appointment Mgmt No Action
A.4 Approve the resolutions ex Article 2357 civil Mgmt No Action
code [buy and sell own shares] and Article
N. 132 d.l. 24/2/1998 N. 58
A.5 Grant authority to make an insurance policy Mgmt No Action
regarding civil responsibility of Board Members
A.6 Approve the remuneration policies information Mgmt No Action
E.1 Amend the Article N. 20, 22, 25 and 28 of Corporate Mgmt No Action
Bylaw
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BANCA MONTE DEI PASCHI DI SIENA SPA, SIENA Agenda Number: 702308974
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Security: T1188A116
Meeting Type: AGM
Meeting Date: 27-Apr-2010
Ticker:
ISIN: IT0001334587
- --------------------------------------------------------------------------------------------------------------------------
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
28 APR 2010. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE
AGENDA IS AMENDED. PLEASE BE ALSO ADVISED THAT
YOUR SHARES WILL BE BLOCKED UNTIL THE QUORUM
IS MET OR THE MEETING IS CANCELLED. THANK YOU.
1 Approve the balance sheet and consolidated balance Mgmt No Action
sheet as of 31 DEC 2009
2 Approve the resolutions in relation to the purchase Mgmt No Action
and sale of own shares ex Article 2357 and
2357 TER of the Civil Code
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BANCO POPULAR ESPANOL SA, MADRID Agenda Number: 702305257
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Security: E19550206
Meeting Type: OGM
Meeting Date: 18-Apr-2010
Ticker:
ISIN: ES0113790531
- --------------------------------------------------------------------------------------------------------------------------
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
19 APR 2010. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE
AGENDA IS AMENDED. THANK YOU
1. Approve the annual accounts [balance sheet, Mgmt For For
profit and loss account, statement of changes
in equity, cash flow statement and notes] and
management report of Spanish Banco popular
SA and its consolidate group as well as the
proposed appropriation of earnings and social
management, all for the FY 2009
2. Approve the supplementary payments paid dividend Mgmt For For
for the FY 2009 through the partial distribution
of the share premium reserve of shares through
the delivery of shares of the bank from treasury
3. Re-election of Auditors for review and legal Mgmt For For
audit of the financial statements of the bank
and consolidated
4. Authorize the bank and its subsidiaries may Mgmt For For
acquire its own shares, with in the conditions
and maximum extent permitted by law, and to
carry out its depreciation from own resources
and consequent reduction of share capital
5. Receive the report on the policy of remuneration Mgmt For For
of members of the Board of Directors and senior
management, for an advisory rating
6. Approve the delegation of powers to the Board Mgmt For For
of Directors, with the power of substitution,
to the formulation, interpretation, correction
and more full execution of the agreements adopted
by the general meeting
- --------------------------------------------------------------------------------------------------------------------------
BANK OF EAST ASIA LTD, HONG KONG Agenda Number: 702298236
- --------------------------------------------------------------------------------------------------------------------------
Security: Y06942109
Meeting Type: AGM
Meeting Date: 22-Apr-2010
Ticker:
ISIN: HK0023000190
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting No vote
VOTE "IN FAVOR" OR "AGAINST" FOR ALL RESOLUTIONS.
THANK YOU.
1 Adopt the audited accounts and the report of Mgmt For For
the Directors and the Independent
Auditor's report for the YE 31 DEC 2009
2 Declare a final dividend of HKD 0.48 per share Mgmt For For
with scrip option for the YE 31 DEC 2009
3.a Re-elect Dr. The Hon. Sir David Li Kwok-po as Mgmt For For
a Director
3.b Re-elect Dr. Allan WONG Chi-yun as a Director Mgmt For For
3.c Re-elect Mr. Aubrey Li Kwok-sing as a Director Mgmt For For
3.d Re-elect Mr. Winston LO Yau-lai as a Director Mgmt For For
3.e Re-elect Tan Sri Dr. KHOO Kay-peng as a Director Mgmt For For
3.f Re-elect Mr. Stephen Charles Li Kwok-sze as Mgmt For For
a Director
4 Re-appoint KPMG as the Auditors of the Bank Mgmt For For
and authorize the Directors to fix their
remuneration
5 Approve to increase the authorized capital of Mgmt Against Against
the Bank from HKD 6,500,000,000 divided into
2,600,000,000 ordinary shares of HKD 2.50 each
and USD 500,000,000 divided into
500,000 Substitute Preference Shares of USD
1,000 each to HKD 10,000,000,000 divided
into 4,000,000,000 ordinary shares of HKD
2.50 each and USD 500,000,000 divided into
500,000 Substitute Preference Shares of
USD 1,000 each by the creation of an additional
1,400,000,000 ordinary shares of HKD
2.50 each
6 Authorize the Directors, to allot, issue and Mgmt Against Against
dispose of additional shares of the Bank and
make or grant offers, agreements, options or
warrants during and after the relevant period,
not exceeding 10% of the aggregate nominal
amount of the issued share capital of the
Bank as at the date of this Resolution,
other than pursuant to: i) a rights issue;
ii) the exercise of any share option scheme
or similar arrangement adopted for the grant
or issue to the employees of the Bank and
its subsidiaries of shares or rights to acquire
shares of the Bank; iii) any scrip dividend
or similar arrangement in accordance
with the Articles of Association of the Bank;
Authority expires the earlier of the conclusion
of the next AGM of the Bank or the expiration
of the period with in which the next AGM
of the Bank is required by law to be held
7 Authorize the Directors, to repurchase ordinary Mgmt For For
shares of HKD 2.50 each in the capital of
the Bank during the relevant period, in accordance
with all applicable laws and regulations
of the Rules Governing the Listing of
Securities on The Stock Exchange of Hong
Kong Limited or any other stock exchange
as amended from time to time, not exceeding
10% of the aggregate nominal amount of
the issued share capital of the Bank; Authority
expires the earlier of the conclusion of
the next AGM of the Bank or the expiration
of the period with in which the next AGM
of the Bank is required by law to be held
8 Approve, conditional on the passing of Resolutions Mgmt Against Against
6 and 7 as specified , to extend the general
mandate granted to the Directors to allot shares
pursuant to Resolution 6, by adding to the
aggregate nominal amount of the share
capital which may be allotted or agreed to
be allotted by the Directors pursuant
to such general mandate an amount representing
the aggregate nominal amount of the share capital
of the Bank repurchased by the Bank pursuant
to Resolution 7 as specified
- --------------------------------------------------------------------------------------------------------------------------
BANKINTER, SA, MADRID Agenda Number: 702313521
- --------------------------------------------------------------------------------------------------------------------------
Security: E2116H880
Meeting Type: OGM
Meeting Date: 22-Apr-2010
Ticker:
ISIN: ES0113679I37
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No vote
REACH QUORUM, THERE WILL BE A SECOND CALL ON
23 APR 2010. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE
AGENDA IS AMENDED. THANK YOU.
ADDITIONAL NOTE DIRECTED TO INVESTORS: PLEASE Non-Voting No vote
BE ADVISED THAT ADDITIONAL INFORMATION CONCERNING
BANKINER, S.A. CAN ALSO BE VIEWED ON THE COMPANY
WEBSITE: https://www.bankinter.com/www/en-es/cgi/ebk+wim+junta?secc=WIM_GOBC&subs=JUN
ADDITIONAL NOTE DIRECTED TO CUSTODIANS: PLEASE Non-Voting No vote
BE ADVISED THAT ADDITIONAL INFORMATION CONCERNING
BANKINER, S.A. CAN ALSO BE VIEWED ON THE COMPANY
WEBSITE: https://www.bankinter.com/www/en-es/cgi/ebk+wim+junta?secc=WIM_GOBC&subs=JUN
1. To adopt the annual accounts (balance sheet, Mgmt For For
profit and loss account, statement of changes
to the net assets, cash flow statement and
report) and the business report of BANKINTER,
S.A. and the BANKINTER Group for the year 2009
in accordance with the terms and conditions
under which the said accounts and reports have
been prepared by the Board of Directors of
BANKINTER, S.A. at its meeting of 17 March
2010, checked by the Audit and Legislative
Compliance Commission and the unqualified audit
by Deloitte, S.L. The individual financial
statements have been drawn up in accordance
with the book keeping criteria and formats
established by the Bank of Spain. The consolidated
statements comply with international financial
reporting standards (hereinafter called IFRS)
and have also been prepared in accordance with
the criteria and formats of the Bank of Spain.
The pre-tax profits of the consolidated BANKINTER
Group in 2009 totaled 345.941 thousand Euros
and the net profits totaled 254.404 thousand
Euros, which represents an increase of 2.66%
and 0.84 % respectively compared to 2008. In
the parent company's individual accounts, the
pre-tax profits of Bankinter, S.A. in 2009
were 308.415 thousand Euros and the distributable
net profits totaled 260.289 thousand Euros.
127.202 thousand Euros of the distributable
profits for the year 2009 have been allocated
to dividends and 133.087 thousand Euros to
voluntary reserves
2. To adopt the proposed application of the results Mgmt For For
corresponding to the financial year 2009, totaling
the amount of 260.289 thousand Euros, distributed
as follows: The amount of 127.202 thousand
Euros will be allocated to the payment of dividends,
the total of which will have been already paid
prior to the date of the Ordinary General Shareholders
Meeting on 4 July 2009, 3 October 2009, 2 January
2010, and 3 April 2010, as dividends on account
and charged to the profits obtained for the
year 2009,, adopted by the Board of Directors
in the meetings held on 17 June 2009, 16 September
2009, 16 December 2009, and 17 March 2010.
The remaining results of Bankinter, S.A. for
the year 2009, i.e. the amount of 133.087 thousand
Euros, are allocated to the company's voluntary
reserves. The total gross dividend for the
year 2009 is 0.26874 euros per share
3. To adopt the business and activities carried Mgmt For For
out by the Board of Directors and that of the
Chairman and CEO corresponding to the year
2009
4. To re-elect as accounts auditors of Bankinter, Mgmt For For
S.A. and its Consolidated Financial Group for
the year 2010 the company Deloitte, S.L., domiciled
in Madrid at Plaza Pablo Ruiz Picasso, 1 -
Torre Picasso, holder of tax number B- 79104469,
filed with the Official Register of Accounts
Auditors of Spain under number S-0692 and filed
with the Trade Register of Madrid under volume
13650, folio 188, section 8, page M-54414,
in accordance with the proposal put forward
by the Audit and Legislative Compliance Commission
to the Board of Directors and adopted thereby
5.1 To re-elect CARTIVAL S.A., holder of Tax ID Mgmt For For
number A-79270252, and with its registered
office at Plaza de Lealtad 4, Madrid, as a
Director of the Bank, for a four-year term,
represented by Mr. Alfonso Bot n-Sanz de Sautuola
y Naveda, born on 3 April 1970, married, of
Spanish nationality, with his professional
address at Plaza de Lealtad 4, Madrid, and
holder of Tax ID number 7,494,676-B. Said person
is in attendance at the General Meeting, and
accepts the re-election and states that the
company he represents does not incur in any
statutory disqualification, and specifically
those situations laid down in the Spanish Companies
Act 12/1995 of 11 May, replaced by Law 5/2006
of 10 April, on the regulation of conflicts
of interests affecting members of the Government
and Senior Officers of Central Government,
and Law 14/1995 of 21 April of the Autonomous
Region of Madrid, and furthermore accepting
as representative the duties incumbent on Directors.
CARTIVAL, S.A., was re-elected as a Director
of Bankinter S.A. at the General Meeting held
on 20 April 2006. It is proposed to re-elect
CARTIVAL, S.A., represented by Alfonso Bot
n-Sanz de Sautuola y Naveda, as external director
in representation of shareholder interests;
The above proposal for the re-election of the
Director is backed by a favorable report issued
by the Company's Appointments and Remuneration
Committee
5.2 To set the effective number of members sitting Mgmt For For
on the Board of Directors at eleven (11), within
the range allowed by article 25 of the Corporate
By-laws
6. To authorize the Board of Directors, with express Mgmt For For
powers for substitution in favor of the Executive
Commission, for the derivative acquisition
of own shares directly or through any of the
companies in the group, as well as to subsequently
transfer or amortize the said shares in accordance
with article 75 and concordant articles of
the Spanish Public Limited Companies Act. The
acquisitions may be made at any time and as
many times as considered appropriate, under
whatsoever modality and legal title. They may
also be made on the account of the year's profits
and/or free reserves. The maximum number of
shares to be acquired at any given time may
not exceed the value of 10% of the bank's share
capital or whatsoever higher figure that is
legally admissible, without prejudice to the
cases provided in article 77 of the Spanish
Public Limited Companies Act. The shares acquired
by the bank or its subsidiaries by virtue of
this authorization may be used fully or in
part for the delivery thereof to the directors
and employees of the company when there is
a recognized right, either directly or through
the exercise of option rights held thereby,
in accordance with the intents and purposes
provided in the final paragraph of article
75, section 1 of the Spanish Public Limited
Companies Act. The acquisition prices for the
sale transactions carried out on an official
secondary market will be those that correspond
to the stock market price of the shares on
the day on which the transaction is carried
out. For the acquisition of own shares as a
result of the fulfillment of obligations laid
down in option, deferred sale or similar agreements
or contracts previously formalized by the bank,
including those whose purpose is shares and
convertible or exchangeable bonds that are
to be or have been delivered directly to the
company's directors or employees or through
the exercise of option rights held thereby,
transactions for which this authorization is
also awarded, the applicable price will be
the price agreed in the corresponding agreement
or contract. The Board of Directors is hereby
authorized to agree the reduction of the share
capital in order to amortize own shares and
set the terms and conditions for the reduction
of capital, determine the use, agree the exclusion
of the shares from the market and amend article
5 of the Articles of Association,. The Board
of Directors is also authorized to change the
face value of the shares without increasing
or reducing the share capital figure. This
authorization is valid for five years and covers
all the bought-back-share transactions carried
out in accordance with the terms and conditions
thereof. To cancel the authorization granted
by the Shareholders General Meeting held on
23 April 2009
7.1 To adopt, without prejudice to the other remunerations Mgmt For For
to be received by the directors during the
year 2010 (which are listed in the report on
the remunerations policy that is submitted
to a consultative vote in accordance with point
11 of the Agenda of the General Shareholders
Meeting), the part of the remuneration system
for the bank's directors for the year 2010,
consisting of the award of shares under the
terms and conditions provided hereunder, ratifying
as per 1st January 2010 the agreement adopted
by the Board of Directors in its meeting of
16th December 2009, at the proposal of the
Appointments and Remunerations Commission,
in accordance with the provisions of article
130 of the Spanish Public Limited Companies
Act and article 32 of the Articles of Association
and article 24 of the Board Regulations: The
free award to the directors of shares in Bankinter,
S.A. on a quarterly basis and for the same
amount, with the commitment to not disposing
of the shares awarded while they hold their
post as directors of the bank, unless specifically
authorized to do so by the Board. Term of the
plan for the award of shares: One year, where
the final quarterly delivery of the shares
is to take place during the first quarter of
2011. The specific date of delivery will be
determined by the Board of Directors or the
executive commission, without distinction,
or by delegation considered appropriate by
the Board or the executive commission, always
within the aforementioned term. Amount: In
order to determine the amount that is to be
invested in the award of shares, a distribution
system by points will apply to weight the positions
on the Board: 2 points to the chairman of the
Board; 1.5 points to the vice-chairman; 1.5
points to the CEO; 1.3 points to the voting
secretary of the Board; and 1 point the other
Board members. This points system may vary
if so approved by the Board. The figure of
25,000 Euros per annum is hereby agreed as
the amount to be awarded in shares per points
in 2010. The number of shares to be awarded
in each quarter will depend on the price of
Bankinter's shares on the date of the award
that is determined. The amount, which in accordance
with the aforementioned distribution of points,
corresponds annually to each director will
be separated into four parts and, according
to the share price on the date of the award,
the number of shares to be awarded will be
determined
7.2 To approve, without prejudice to any other remuneration Mgmt For For
payable to the Executive Directors and Senior
Managers of the Bank during 2010 - which are
set forth in detail in the Report on Remuneration
Policy, which is submitted to a consultation
vote under point 9 of the Agenda of the General
Meeting - the possibility of substituting part
of their monetary remuneration for non-monetary
remuneration consisting in shares in the Bank,
at the request of the beneficiary, within the
framework of the flexible remuneration system
set up for all Bank employees, subject to the
characteristics and conditions set forth below.
Bankinter offers its employees the opportunity
to join the so-called "flexible remuneration
system" which is becoming widespread in companies
operating in Spain, as from early 2009, and
this resolution includes Executive Directors
and Senior Managers of the Bank within the
possible range of beneficiaries of the said
scheme in respect of the opportunity to substitute
cash remuneration for shares in the Bank within
the limits laid down by current tax laws, and
which are the same for all employees. The Share
Plan consists in the allocation of ordinary
BANKINTER, S.A. shares forming part of the
same class and series as all other shares in
the Company, and represented by way of book
entries, to Executive Directors and Senior
Managers, in accordance with the terms of this
resolution. The shares to be allocated to the
Executive Directors and Senior Managers in
accordance with this Plan shall not be newly-issued
shares, but rather shall come from the Bank's
own-share portfolio. The total number of shares
to be allocated as a result of this Plan during
financial year 2010 shall depend on the closing
price of Bankinter shares at the market session
of the business day immediately prior to the
date of payment of each variable remuneration
(20 each month), which price shall be discounted
by 5%, and also discounted by the value of
the remuneration applied for by the employees.
The Share Plan is aimed at Executive Directors
and Senior Managers (in addition to all other
employees of Bankinter, S.A. and its Group).
The maximum remuneration that may be received
in the form of Bankinter shares is capped at
12,000 euros per annum for each Executive Director
and Senior Manager
8. The Board of Directors is awarded, with express Mgmt For For
powers of substitution in the Executive Commission,
the broadest powers required in law to interpret,
correct, complete and execute the agreements
adopted by the General Shareholders Meeting
and to substitute the powers awarded by the
General Shareholders Meeting. Similarly, with
regard to the filing of the annual accounts
and the documents mentioned in the Trade Register
Regulations, the Chairman of the Board of Directors,
Pedro Guerrero Guerrero, the CEO, Jaime Echegoyen
Enriquez de la Orden, the Voting Secretary
of the Board of Directors, Rafael Mateu de
Ros Cerezo and the General Secretary, Inigo
Guerra Azcona are authorized so that any one
of them may, without distinction, carry out
whatsoever actions that are required to file
the said documents, which includes the presentation
of applications before the Trade Register and
the issue of whatsoever certificate. The Chairman
of the Board of Directors, the CEO, the Voting
Secretary of the Board of Directors and the
General Secretary are authorized so that any
one of them may convert into a public deed
the agreements adopted by the General Shareholders
Meeting at this meeting and sign and execute
the public or private documents that are necessary
or appropriate for the execution thereof, including
the power to amend and correct the content
thereof insofar as it is necessary to adapt
the corresponding document to the classification
of the Trade Register or whatsoever other administrative
authority or body
9. Pursuant to the recommendation laid down in Mgmt For For
the Unified Code of Good Corporate Governance,
the Report on remuneration policy approved
by the Bankinter S.A. Board of Directors at
the proposal of the Appointments and Remuneration
Committee, the complete text of which has been
made available for shareholders to inspect
together with all other documents in respect
of the General Meeting, is submitted to a consultative
vote by the General Meeting, in order to provide
maximum transparency to the remuneration paid
by the Bank to its Directors and Senior Managers,
in accordance with the recommendations required
by the market at a national and international
level. The analysis and description of the
Company's systems, policies, and remuneration
items contained in the report for financial
year 2009 features the most up-to-date rules
and recommendations in this area such as the
EU Recommendations of April 2009, and the principles
of the Financial Stability Board and its enforcement
standards of September and October 2009 respectively.
The Report on remuneration policy includes
a description of the general remuneration policy
for the board and for senior managers, a summary
of remuneration received in 2009 by the Board
and Senior Management, all innovations and
application forecasts for these systems for
financial year 2010, a description of the functions
of the Appointments and Remuneration Committee,
and as a new feature, the conclusions of the
analysis of the adaptation of the Company's
remuneration systems to the application standards
of the FSB of September 2009 (in respect of
the principles approved by the Financial Stability
Board in September 2009)
10. The General Shareholders Meeting is notified Non-Voting No vote
of the report required by article 116 bis of
the Spanish Securities Market Law, which has
been adopted by the Board of Directors and
placed at the disposal of the shareholders
together with the remaining documentation of
the General Shareholders Meeting in the announcement
thereof. It also appears on Bankinter's corporate
website. In relation to this report, it is
indicated that the sections that refer to the
structure of capital, main shareholders, restrictions
to voting rights, parasocial agreements and
regulations for the appointment and dismissal
of directors are included in the annual corporate
governance report of Bankinter, S.A., which
has been included in the business report this
year in accordance with current legislation,
where no piece of information is worthy of
special mention in the case of Bankinter
- --------------------------------------------------------------------------------------------------------------------------
BARCLAYS PLC, LONDON Agenda Number: 702326629
- --------------------------------------------------------------------------------------------------------------------------
Security: G08036124
Meeting Type: AGM
Meeting Date: 30-Apr-2010
Ticker:
ISIN: GB0031348658
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the reports of the Directors and Auditors Mgmt For For
and the audited accounts of the Company for
the YE 31 DEC 2009
2 Approve the remuneration report for the YE 31 Mgmt For For
DEC 2009
3 Re-elect Reuben Jeffery III as Director of the Mgmt For For
Company
4 Re-elect Marcus Aglus as a Director of the Company Mgmt For For
5 Re-elect David Booth as a Director of the Company Mgmt For For
6 Re-elect Sir Richard Broadbent as a Director Mgmt For For
of the Company
7 Re-elect Sir Michael Rake as a Director of the Mgmt For For
Company
8 Re-elect Sir Andrew Likierman as a Director Mgmt For For
of the Company
9 Re-elect Chris Lucas as a Director of the Company Mgmt For For
10 Re-appoint PricewaterhouseCoopers LLP, Chartered Mgmt For For
Accountants and Registered Auditors, as the
Auditors of the Company to hold office from
the conclusion of this meeting until the conclusion
of the next AGM 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, in accordance with Section Mgmt Against Against
366 of the Companies Act 2006 [the 2006 Act]
the Company and any Company which, at any time
during the period for which this resolution
has effect, is a subsidiary of the Company
to a) make political donations to political
organizations not exceeding GBP 25,000 in total
and b) incur political expenditure not exceeding
GBP 100,000 in total, in each case during the
period commencing on the date of this resolution
and ending on the date of the AGM of the Company
to be held in 2011 or on 30 JUN 2011, provided
that the maximum amounts as specified may consist
of sums in any currency converted into sterling
at such rate as the Board may in its absolute
discretion determine for the purposes of this
resolution, the terms political donations political
organizations and political expenditure shall
have the meanings given to them in Sections
363 to 365 of the 2006 Act
13 Authorize the Directors, in substitution for Mgmt Against Against
all existing authorities, pursuant to Section
551 of the 2006 Act to exercise all the powers
of the Company to; a) allot shares [as defined
in Section 540 of the 2006 Act] in the Company
or grant rights to subscribe for or to convert
any security into shares in the Company up
to an aggregate nominal amount of GBP 1,043,323,357,
GBP 77,500,000, EUR 40,000,000 and 1F4,000,000,000;
b) allot equity securities [as specified in
Section 560 of the 2006 Act] up to an aggregate
nominal amount of GBP 2,006,646,714 [such amount
to be reduced by the aggregate nominal amount
of ordinary shares allotted or rights to subscribe
for or to convert any securities into ordinary
shares in the Company granted under this Resolution
13] in connection with an offer by way of a
rights issue: i) to ordinary shareholders in
proportion [as nearly as maybe practicable]
to their existing holdings; and ii) to holders
of other equity securities [as defined in Section
560 of the 2006 Act] as required by the rights
of those securities, or subject to such rights,
as the Directors otherwise consider necessary,
and so that the Directors may impose any limits
or restrictions and make any arrangements which
they consider necessary or appropriate to deal
with treasury shares, fractional entitlements,
record dates, legal, regulatory or practical
problems in, or under the laws of, any territory
or any other matter, [Authority expires the
earlier of the end of the AGM of the Company
to be held in 2011 or the close of business
on 30 JUN 2011]; the Company may make offers
and enter into agreements before the authority
expires which would, or might require shares
to be allotted or rights to subscribe for or
to convert any security into shares to be granted
after the authority expires and the Directors
may allot shares or grant such rights under
any such offer or agreement as if the authority
had not expired
S.14 Authorize the Directors, in substitution for Mgmt Against Against
all existing powers, and subject to the passing
of Resolution 13, pursuant to Section 570 of
the 2006 Act to allot equity securities [as
defined in Section 560 of the 2006 Act] for
cash, pursuant to the authority granted Resolution
13 and/or where the allotment constitutes an
allotment of equity securities by virtue of
Section 560(3) of the 2006 Act, in each case
free of the restriction in Section 561 of the
2006 Act, such power to be limited: [a] to
the allotment of equity securities in connection
with an offer of equity securities [but in
case of an allotment pursuant to the authority
granted by Paragraph [b] of Resolution 13,
such power shall be limited to the allotment
of equity securities in connection with an
offer by way of a rights issue only]: [i] to
ordinary shareholders in proportion [as nearly
as may be practicable to their existing holdings;]
[ii] to holders of other equity securities
[as defined in Section 560 of the 2006 Act],
as required by the rights of those securities
or, subject to such rights, as the Directors
otherwise consider necessary, and so that the
Directors may impose any limits or restrictions
and make any arrangements which they consider
necessary or appropriate to deal with treasury
shares, fractional entitlements, record dates,
legal, regulatory or practical problems in,
or under the laws of any territory or any other
matter; and [b] to the allotment of equity
securities, pursuant to the authority granted
by paragraph [a] of resolution 13 and/or an
allotment of equity securities by virtue of
Section 560(3) of the 2006 Act, [in each case
otherwise than in the circumstances as specified
in this resolution] up to a nominal amount
of GBP 150,498,503 representing no more than
5% of the issued ordinary share capital as
at 05 MAR 2010; compliance with that limit
shall be calculated, in the case of equity
securities which are rights to subscribe for,
or to convert securities into , ordinary shares
[as defined in Section 560 of the 2006 Act]
by reference to the aggregate nominal amount
of relevant shares which may be allotted pursuant
to such rights, [Authority expires the earlier
of the end of the AGM of the Company to be
held in 2011 or the close of business on 30
JUN 2011] the Company may make offers and enter
into agreements before the power expires which
would or might, require equity securities to
be allotted after the power expires and the
Directors may allot equity securities under
any such offer or agreement as if the power
had not expired
S.15 Authorize the Company for the purposes of Section Mgmt For For
701 of the 2006 Act to make market purchases
[within the meaning of Section 701 of the 2006
Act] on the London Stock Exchange of up to
an aggregate of 1,203,988,028 ordinary shares
of25 p each in its capital, and may hold such
shares as treasury shares, provided that: a)
the minimum price [exclusive of expenses] which
may be paid for each ordinary share is not
less than 25p; b) the maximum price [exclusive
of expenses] which may be paid for each ordinary
share shall not be more than the higher of
[1] 105% of the average of the market values
of the ordinary shares [as derived from the
Daily official list of the London Stock Exchange]
for the 5 business days immediately preceding
the date on which the purchase is made and
ii) that stipulated by Article 5(1) of the
Buy-back and Stabilization Regulation [EC 2273/2003);
and c) [Authority expires the earlier of the
end of the AGM of the Company to be held in
2011 or the close of business on 30 JUN 2011];
[except in relation to any purchase of shares
the contract for which was concluded before
such date and which would or might be executed
wholly or partly after such date]
S.16 Authorize the Directors to call general meetings Mgmt For For
[other than an AGM] on not less than 14 clear
days notice, such authority to expire at the
end of the AGM of the Company to be held in
2011 or the close of the business on 30 JUN
2011, whichever is the earlier
S.17 Amend the Articles of Association of the Company Mgmt For For
by deleting all the provisions of the Company's
Memorandum of Association which, by virtue
of Section 28 of the 2006 Act, are to be treated
as provisions of the Company's Articles of
Association; and adopt the Articles of Association,
as specified as the Articles of Association
of the Company in substitution for, and to
the exclusion of the existing Articles of Association
18 Approve and adopt the rules of the Barclays Mgmt For For
Group SAYE Share Option Scheme, as specified,
and authorize the Directors to: a) to do such
acts and things necessary or expenditure for
the purposes of implementing and giving effect
to the Sharesave Plan, including making any
changes to the draft rules of the Sharesave
Plan in order to obtain HM Renevue & Customs
approval; and b) establish such appendicies
schedules, supplements or further schemes based
on Sharesave Plan but modified to take advantage
of or to comply with, local tax, exchange control
or securities laws in jurisdictions outside
in UK, provided that any ordinary shares made
available under any such appendices, schedules,
supplements or further schemes are treated
as counting against the limits and overall
participation in the Sharesave Plan
- --------------------------------------------------------------------------------------------------------------------------
BASF SE Agenda Number: 702303063
- --------------------------------------------------------------------------------------------------------------------------
Security: D06216101
Meeting Type: AGM
Meeting Date: 29-Apr-2010
Ticker:
ISIN: DE0005151005
- --------------------------------------------------------------------------------------------------------------------------
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 USUAL THANK YOU
PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS Non-Voting No vote
MEETING IS 08.04.2010 , WHEREAS THE MEETING
HAS BEEN SETUP USING THE ACTUAL RECORD DATE
- 1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT
ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH
THE GERMAN LAW. THANK YOU
1. Presentation of the Financial Statements of Non-Voting No vote
BASF SE and the BASF Group for the financial
year 2009; presentation of the Management's
Analyses of BASF SE and the BASF Group for
the financial year 2009 including the explanatory
reports on the data according to Section 289
(4) and Section 315 (4) of the German Commercial
Code; presentation of the Report of the Supervisory
Board
2. Adoption of a resolution on the appropriation Mgmt For For
of profit
3. Adoption of a resolution giving formal approval Mgmt For For
to the actions of the members of the Supervisory
Board
4. Adoption of a resolution giving formal approval Mgmt For For
to the actions of the members of the Board
of Executive Directors
5. Election of the auditor for the financial year Mgmt For For
2010
6. Adoption of a resolution on the change of bearer Mgmt For For
shares to registered shares and appropriate
amendment of the Statutes
7. Approval of the transmission of information Mgmt For For
by telecommunication and appropriate amendment
of the Statutes
8. Adoption of a resolution on the approval of Mgmt For For
the system of the remuneration of the members
of the Board of Executive Directors
9.A Adoption of a resolution on the amendment of Mgmt For For
Article 17, Nos. 2
9.B Adoption of a resolution on the amendment of Mgmt For For
Article 17, Nos. 3
9.C Adoption of a resolution on the amendment of Mgmt For For
Article 18, No. 2
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.
- --------------------------------------------------------------------------------------------------------------------------
BAYER AG, LEVERKUSEN Agenda Number: 702267534
- --------------------------------------------------------------------------------------------------------------------------
Security: D0712D163
Meeting Type: AGM
Meeting Date: 30-Apr-2010
Ticker:
ISIN: DE000BAY0017
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
AS A CONDITION OF VOTING, GERMAN MARKET REGULATIONS Non-Voting No vote
REQUIRE THAT YOU DISCLOSE WHETHER YOU HAVE
A CONTROLLING OR PERSONAL INTEREST IN THIS
COMPANY. SHOULD EITHER BE THE CASE, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
SO THAT WE MAY LODGE YOUR INSTRUCTIONS ACCORDINGLY.
IF YOU DO NOT HAVE A CONTROLLING OR PERSONAL
INTEREST, SUBMIT YOUR VOTE AS NORMAL. THANK
YOU
PLEASE NOTE THAT THESE SHARES MAY BE BLOCKED Non-Voting No vote
DEPENDING ON SOME SUBCUSTODIANS' PROCESSING
IN THE MARKET. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1. Submission of the confirmed financial statements Mgmt For For
of Bayer AG and consolidated financial statements
of the Bayer Group, the combined management
report, the report of the Supervisory Board
as well as the explanatory report by the Board
of Management on takeover-relevant information
for the FY 2009 and the Board of Management
proposal for the distribution of the profit;
resolution on the distribution of profit
2. Ratification of actions of the members of the Mgmt For For
Board of Management
3. Ratification of actions of the members of the Mgmt For For
Supervisory Board
4. Approval of the compensation system for members Mgmt For For
of the Board of Management
5. Rescission of the existing Authorized Capital Mgmt Against Against
I, creation of a new Authorized Capital I with
the option of exclusion of subscription rights
and amendment of Section 4 Paragraph 2 of the
Articles of Incorporation [capital stock]
6. Rescission of the existing Authorized Capital Mgmt Against Against
II, creation of a new Authorized Capital II
with the option of exclusion of the subscription
rights and amendment of Section 4 Paragraph
3 of the Articles of Incorporation [capital
stock]
7. Authority to issue bonds with warrants, convertible Mgmt Against Against
bonds, profit sharing rights or profit participation
bonds [or a combination of these instruments]
and to exclude subscription rights, creation
of a new conditional capital through the rescission
of the existing conditional capital and amendment
of the Articles of Incorporation
8. Authorization for the acquisition and use of Mgmt For For
treasury shares with the possible exclusion
of subscription rights and any other tender
rights
9. Adjustments to the Articles of Incorporation Mgmt For For
in Section 14, 15 and 16 concerning the Act
Implementing the Stockholder Rights Directive
[ARUG]
10. Appointment of the Auditor for the audit of Mgmt For For
the financial statements and the audit review
of the half-year financial report
- --------------------------------------------------------------------------------------------------------------------------
BEIERSDORF AG, HAMBURG Agenda Number: 702293060
- --------------------------------------------------------------------------------------------------------------------------
Security: D08792109
Meeting Type: AGM
Meeting Date: 29-Apr-2010
Ticker:
ISIN: DE0005200000
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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 08 APR 2010, 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 2009 FY with the report
of the Supervisory Board, the group financial
statements, the group annual report, and the
reports pursuant to Sections 289(4) and 315(4)
o f the German Commercial Code
2. Resolution on the appropriation of the distributable Mgmt For For
profit of EUR 190,517 ,406.18 as follows :Payment
of a dividend of EUR 0.70 per no-par share
E UR 31,744,117.38 shall be allocated to the
revenue reserves Ex-dividend and payable date:
30 APR 2010
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 Auditors for the 2010 FY: Ernst Mgmt For For
+ Young GmbH, Stuttgart
6. Authorization to acquire own shares the company Mgmt For For
shall be authorized to acquire own shares of
up to 10% of its share capital, at prices not
deviating more than 20% from the market price
of the s hares, on or before 28 APR 2015 the
Board of Managing Directors shall be authorized,
to dispose of the shares in a manner other
than through the stock exchange or by way of
an offer to all shareholders if the shares
are so ld at a price not materially below their
market price, to use the shares in connection
with mergers and acquisitions and for the satisfaction
of conversion and/or option right s, and to
retire the shares
7. Resolution on the revocation of the existing Mgmt Against Against
authorized capital I, the creation of a new
authorized capital I, and the corresponding
amendment to the Articles of Association the
existing authorization to increase t he share
capital by up to EUR 45,00 0,000 shall be revoked
the Board of Managing Directors shall be authorized,
with the consent of the Supervisory Board,
to increase the share capital by up to EUR
42,000,000 through the issue of new bearer
no-par shares against contributions in cash,
on or before 2 8 APR 2015 [authorized capital
I] Shareholders shall be granted subscription
rights except for residual amounts, and for
the granting of such rights to holders of conversion
or option rights
8. Resolution on the revocation of the existing Mgmt Against Against
authorized capital II, the creation of a new
authorized capital II, and the corresponding
amendment to the Articles of Association the
existing authorization to increase the share
capital by up to EUR 21,000,000 shall be revoked
the Board of Managing Directors shall be authorized,
with the consent of the Supervisory Board,
to increase the share capital by up to EUR
25,000,000 through the issue of new bearer
no-par shares against contributions in cash,
on or before 28 APR 2015 [authorized capital
II] Shareholders shall be granted subscription
rights except for residual amounts, for the
granting of such rights to holders of conversion
or option rights, and for a capital increase
of up to 10 % of the share capital if the shares
are issued at a price not materially below
their market price
9. Resolution on the revocation of the existing Mgmt Against Against
authorized capital III, the creation of a new
authorized capital III, and the corresponding
amendment to the Articles of Association the
existing authorization to increase the share
capital by up to EUR 21,000,000 shall be revoked
the Board of Managing Directors shall be authorized,
with the consent of the Supervisory Board,
to increase the share capital by up to EUR
25,000,000 through the issue of new bearer
no-par shares against contributions in cash
and/or kind, on or before 28 2015 [authorized
capital II]).Shareholders shall be granted
subscription rights except for residual amounts,
for the granting of such rights to holder s
of conversion or option rights, and for the
issue of shares against contributions in kind
10. Resolution on the authorization to issue convertible Mgmt Against Against
and/or warrant bonds, the creation of contingent
capital, an d the corresponding amendment to
the Articles of Association the existing authorization
approved by the shareholders meeting of 18
MAY 2005, to issue bonds and to create a corresponding
contingent capital of up to EUR 46,875,000
shall be revoked the Board of Managing Directors
shall be authorized, with the consent of the
Supervisory Board, to issue bearer and/ or
registered bonds of up to EUR 1, 000,000,000,
having a term of up to 20 years and conferring
conversion and/or option rights for shares
of the company, on or before 28 APR 2015.Shareholders
shall be granted subscription rights except
for the issue of bonds conferring conversion
and/or option rights for shares of the company
of up to 10% of the share capital at a price
not materially below their theoretical market
value, for residual amounts, and for the granting
of such rights to holders of conversion or
option rights the Company s share capita l
shall be increased accordingly by up to EUR
42,000,000 through the issue of up to 42,000,000
new no-par shares, insofar as conversion and/
or option rights are exercised
11. Amendments to the Articles of association in Mgmt For For
accordance with the Law on the Implementation
of the Shareholder Rights Directive (ARUG)-
Section 17(2), in respect of the shareholders
meeting being convened at least thirty days
prior to the meeting- Section 18(1), in respect
of shareholders being entitled to participate
in and vote at the shareholders meeting if
they register with the company by the sixth
day prior to the meeting - Section 18(2), in
respect of shareholders being obliged to provide
evidence of their share holding as per the
statutory record date- Section 18(4), in respect
of the Board of Managing Directors being authorized
to permit shareholders to absentee vote at
a shareholders. meeting- Section 20(2), in
respect of proxy-voting instructions also being
transmitted electronically
12. Approval o f the remuneration system for the Mgmt For For
Board of Managing Directors for the FY 2010
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BELGACOM SA DE DROIT PUBLIC, BRUXELLES Agenda Number: 702303215
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Security: B10414116
Meeting Type: AGM
Meeting Date: 14-Apr-2010
Ticker:
ISIN: BE0003810273
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No Action
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION
TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE
TO BE LODGED
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No Action
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
1 Examination of the annual reports of the Board Non-Voting No Action
of Directors of Belgacom SA of Public Law with
regard to the annual accounts and consolidated
annual accounts at 31 DEC 2009
2 Examination of the reports of the Board of Auditors Non-Voting No Action
of Belgacom SA of Public Law with regard to
the annual accounts and of the Auditor with
regard to the consolidated annual accounts
at 31 DEC 2009
3 Examination of the information provided by the Non-Voting No Action
Joint Committee
4 Examination of the consolidated annual accounts Non-Voting No Action
at 31 DEC 2009
5 Examination of the annual reports of the Board Non-Voting No Action
of Directors of Belgacom Mobile SA, Telindus
NV and Telindus Sorucing SA with regard to
the annual accounts at 31 DEC 2009
6 Examination of the reports of the Auditors of Non-Voting No Action
Belgacom Mobile SA, Telindus NV and Telindus
Sourcing SA with regard to the annual accounts
at 31 DEC 2009
7 Approve the annual accounts of Belgacom SA of Mgmt No Action
Public Law at 31 DEC 2009 and the annual accounts
with regard to the FY closed on 31 DEC 2009,
as specified
8 Grant discharge to the Members of the Board Mgmt No Action
of Directors to the Members of the Board of
Directors for the exercise of their mandate
during the FY closed on 31 DEC 2009
9 Grant a special discharge to Mr. Robert Tollet Mgmt No Action
for the exercise of his mandate until 30 SEP
2009
10 Grant discharge to the Members of the Board Mgmt No Action
of Auditors to the Auditors for the exercise
of their mandate during the FY closed on 31
DEC 2009
11 Grant discharge to the Ernst & Young Bedrijfsrevisoren/ReviseursMgmt No Action
D'Enterprises BCV/SCC, represented by Mr. Marnix
Van Dooren, for the exercise of his mandate
during the FYE on 31 DEC 2009
12 Appointment of Mrs. Lutgart Van Den Berghe as Mgmt No Action
the Board Member, in accordance with the recommendation
of the Nomination an Remuneration Committee,
for a period which will expire at the AGM of
2016
13 Appointment of Mr. Pierre-Alain De Smedt as Mgmt No Action
the Board Member, in accordance with the recommendation
of the Nomination and Remuneration Committee,
for a period which expire at the AGM of 2016
14 Approve the remuneration of Mrs. L. Van Den Mgmt No Action
Berghe and Mr. P-A. De Smedt as follows: fixed
annual remuneration of EUR 25,000, attendance
fee of EUR 5000 per Board meeting attended,
attendance fee of EUR 2,500 per Board advisory
Committee meeting attended, EUR 2,000 per year
to cover communication costs
15 Appointment of Deloitte Bedrijfsrevisoren/Reviseurs Mgmt No Action
D'Enterprises SC Sfd Scrl, represented by Mr.
Geert Verstraeten and Luc Callaert Sc Sfd Sprlu,
represented by Luc Callaert for the statutory
audit of Belgacom SA of Public Law for a period
of 6 years for an annual audit fee of EUR 240,000
[to be indexed annually]
16 Approve the Auditor in charge of certifying Mgmt No Action
the consolidated accounts for the Belgacom
Group, granted to Ernst & Young Bedrijfsrevisoren/Reviseurs
D'Enterprises BCV/SCC, represented by Mr. Marnix
Van Dooren
17 Appointment of Deloitte Bedrijfsrevisoren/Reviseurs Mgmt No Action
D'Enterprises SC Sfd Scrl, represented by Mr.
Geert Verstraeten and Mr. Luc Van Coppenolle,
for a period of 3 years for an annual audit
fee of EUR 280,000 [ to be indexed annually]
18 Acknowledgement appointment of a Member of the Mgmt No Action
Board of Auditors of Belgacom SA Public Law,
the AGM takes note of the decision of the Cour
des comptes taken as 10 FEB 2010, regarding
the nomination of Mr. Pierre Rion for a new
term of 6 years
19 Approve the annual accounts at 31 DEC 2009 of Mgmt No Action
Belgacom Mobile SA with regard to the FY closed
on 31 DEC 2009
20 Grant discharge to the Members of the Board Mgmt No Action
of Directors of Belgacom Mobile SA for the
exercise of their mandate during the FY closed
on 31 DEC 2009
21 Grant discharge to the Auditor of Belgacom Mobile Mgmt No Action
SA for the exercise of his mandate during the
FY closed on 31 DEC 2009
22 Approve the annual accounts of Telindus NV with Mgmt No Action
regard to the FY closed on 31 DEC 2009
23 Grant discharge of the Members of the Board Mgmt No Action
of Directors of Telindus NV for the exercise
of their mandate during the FY closed on 31
DEC 2009
24 Grant discharge to the Auditor of Telindus NV Mgmt No Action
for the exercise of his mandate during the
FY closed on 31 DEC 2009
25 Approve the annual accounts of Telindus Sourcing Mgmt No Action
SA with regard to the FY closed on 31 DEC 2009
26 Grant discharge to the Members of the Board Mgmt No Action
of Directors of Telindus Sourcing SA for the
exercise of their mandate during the FY closed
on 31 DEC 2009
27 Grant discharge to the Auditor of Telindus Sourcing Mgmt No Action
SA for the exercise of his mandate during the
FY closed on 31 DEC 2009
28 Miscellaneous Non-Voting No Action
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BELGACOM SA DE DROIT PUBLIC, BRUXELLES Agenda Number: 702305586
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Security: B10414116
Meeting Type: EGM
Meeting Date: 14-Apr-2010
Ticker:
ISIN: BE0003810273
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No Action
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN
OF EACH BENEFICIAL OWNER NAME, ADDRESS AND
SHARE POSITION TO YOUR CLIENT SERVICE
REPRESENTATIVE. THIS INFORMATION IS REQUIRED
IN ORDER FOR YOUR VOTE TO BE LODGED
- - IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No Action
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING
INSTRUCTIONS IN THIS MARKET. ABSENCE
OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
1 Authorize the Board of Directors to acquire Mgmt No Action
the maximum number of shares permitted
by law in case this acquisition is necessary
for preventing any imminent and serious
prejudice to the Company, this mandate is granted
for a new period of 3 years starting on the
day of disclosure of this amendment to the
Articles of Association by the General Meeting
of 14 APR 2010, the price paid for such shares
may not be more than 5% above the highest closing
price in the 30 day trading period preceding
the transaction, and no.CONTD
- - CONTD.more than 10% below the lowest closing Non-Voting No Action
price in that same 30 day trading period;
pursuant to this decision, approve to modify
Article 13, Section 4 of the Articles
of Association as: replace 11 APR 2007 by 14
APR 2010 in Article 13, Section 4 of the
Articles of Association
2 Authorize the Board of Directors, for a new Mgmt No Action
period of 3 years starting from the day of
this amendment to the Articles of Association
by the general meeting of 14 APR 2010,
to increase capital, in any and all forms,
including a capital increase where the pre-emptive
rights of shareholders are restricted
or withdrawn, even after receipt by the Company
of a notification from the Belgian Banking,
Finance and Insurance Commission of a takeover
bid for the Company's shares, where this is
the case, however, the.CONTD
- - CONTD.capital increase must comply with the Non-Voting No Action
additional terms and conditions laid down
in Article 607 of the Commercial Companies
Code, pursuant to this decision, approve
to modify Article 5, Section 3, Sub-section
2 of the Articles of Association as:
replace 11 APR 2007 by 14 APR 2010 in Article
5, Section 3, Sub-section 2 of the Articles
of Association
3 Authorize the Secretary General, including that Mgmt No Action
of replacement, for the purpose of coordinating
the Articles of Association to reflect the
resolutions
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BG GROUP PLC Agenda Number: 702320374
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Security: G1245Z108
Meeting Type: AGM
Meeting Date: 12-May-2010
Ticker:
ISIN: GB0008762899
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the accounts and reports of the Directors Mgmt For For
and the Auditors for the YE 31 DEC 2009
2. Approve the remuneration report of the BG Group Mgmt For For
plc annual report and accounts for the YE 31
DEC 2009
3. Declare a final dividend in respect of the YE Mgmt For For
31 DEC 2009 of 6.73 pence per ordinary share
payable on 21 MAY 2010 to holders of ordinary
shares on the register of shareholders of the
Company at the close of business on 16 APR
2010
4. Election of Mark Seligman as a Director of the Mgmt For For
Company
5. Re-elect Peter Backhouse as a Director of the Mgmt For For
Company, who retires by rotation
6. Re-elect Lord Sharman as a Director of the Company, Mgmt For For
who retires by rotation
7. Re-elect Philippe Varin, as a Director of the Mgmt For For
Company, who retires by rotation
8. 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
9. Authorize the Audit Committee to approve the Mgmt For For
remuneration of the Auditors
10. Authorize the Company, with Sections 366 and Mgmt Against Against
367 of the Companies Act 2006 [the "Act"],
and all Companies which are subsidiaries of
the Company during the period when this resolution
has effect to; make political donations to
political parties or independent election candidates
up to a total aggregate amount of GBP15,000;
make political donations to political organisations
other than political parties up to a total
aggregate amount of GBP 15,000; and incur political
expenditure up to a total aggregate amount
of GBP 20,000; [Authority expires at the conclusion
of the next AGM of the Company]; provided that,
in any event, the total aggregate amount of
all political donations and political expenditure
incurred by the Company and its subsidiaries
in such period shall not exceed GBP 50,000;
for the purposes of this resolution, 'political
donations', 'political organisations', 'political
parties' and 'political expenditure' shall
have the meanings given to them in Sections
363 to 365 of the Act
11. Authorize the Directors in accordance with Section Mgmt Against Against
551 of the Act to exercise all the powers of
the Company to allot shares in the Company
and to grant rights to subscribe for, or to
convert any security into, shares in the Company
["Rights"]; up to an aggregate nominal amount
of GBP 115,641,305; and up to a further aggregate
nominal amount of 112,536,365 provided that
[i] they are equity securities [within the
meaning of Section 560[1] of the Act], and
[ii] they are offered by way of a rights issue
to holders of ordinary shares on the register
of Members at such record date as the Directors
may determine where the equity securities respectively
attributable to the interests of the ordinary
shareholders are proportionate [as nearly as
may be practicable] to the respective numbers
of ordinary shares held or deemed to be held
by them on any such record date end to other
holders of equity securities entitled to participate
therein, subject to such exclusions or other
arrangements as the Directors may deem necessary
or expedient to deal with treasury shares,
fractional entitlements or legal or practical
problems arising under the laws of any overseas
territory or the requirements of any regulatory
body or stock exchange or by virtue of shares
being represented by depositary receipts or
any other matter; [Authority expires at the
conclusion of the next AGM of the Company];
the Directors shall be entitled to make offers
or agreements before the expiry of such authority
which would or might require shares to be allotted
or Rights to be granted after such expiry and
the Directors shall be entitled to allot shares
and grant Rights pursuant to any such offer
or agreement as if this authority had not expired;
and all unexercised authorities previously
granted to the Directors to allot shares and
grant Rights be and are hereby revoked
S.12 Authorize the Directors, pursuant to Sections Mgmt Against Against
570 and 573 of the Act to allot equity securities
[within the meaning of Section 560 of the Act]
for cash either pursuant to the authority conferred
by Resolution 11 above or by way of a sale
of treasury shares as if Section 561[1] of
the Act did not apply to any such allotment
provided that this power shall be limited to:
the allotment of equity securities in connection
with an offer of securities [but in the case
of the authority granted under paragraph II
of the Resolution 11 by way of a rights issue
only] in favour of the holders of ordinary
shares on the register of Members at such record
date as the Directors may determine and other
persons entitled to participate therein, where
the equity securities respectively attributable
to the interests of the ordinary shareholders
are proportionate [as nearly as may be practicable]
to the respective number of ordinary shares
held or deemed to be held by them on any such
record date, subject to such exclusions or
other arrangements as the Directors may deem
necessary or expedient to deal with treasury
shares, fractional entitlements or legal or
practical problems arising under the laws of
any overseas territory or the requirements
of any regulatory body or stock exchange or
by virtue of shares being represented by depositary
receipts or any other matter; and the allotment
[otherwise than pursuant to sub-paragraph I
of this Resolution 12] to any person or persons
of equity securities up to an aggregate nominal
amount of GBP16,880,454; and shall expire upon
the expiry of the general authority conferred
by Resolution 11 above, the Directors shall
be entitled to make offers or agreements before
the expiry of such power which would or might
require equity securities to be allotted after
such expiry and the Directors shall be entitled
to allot equity securities pursuant to any
such offer or agreement as if the power conferred
hereby had not expired
S.13 Authorize the Company to make market purchases Mgmt For For
[within the meaning of Section 693[4] of the
Act] of ordinary shares of 10 pence each of
the Company on such terms and in such manner
as the Directors may from time to time determine,
provided that: the maximum number of ordinary
shares hereby authorized to be acquired is
337,609,096 representing approximately 10%
of the issued ordinary share capital of the
Company as at 10 MAR 2010; the minimum price
that may be paid for any such ordinary share
is 10 pence, the nominal value of that share;
the maximum price that may be paid for any
such ordinary share is an amount equal to 105%
of the average of the middle market quotations
for an ordinary share in the Company as derived
from the London Stock Exchange Daily Official
List for the five business days immediately
preceding the day on which such ordinary share
is contracted to be purchased; [Authority expires
at the conclusion of the next AGM of the Company];
and the Company may make a contract to purchase
its ordinary shares under the authority hereby
conferred prior to the expiry of such authority,
which contract will or may be executed wholly
or partly after the expiry of such authority,
and may purchase its ordinary shares in pursuance
of any such contract
S.14 Approve the general meeting, other than an AGM, Mgmt For For
may be called on not less than 14 clear days'
notice
S.15 Approve and adopt, with effect from the conclusion Mgmt For For
of the AGM, the Articles of Association contained
in the document produced to the Meeting and
signed by the Chairman for the purposes of
identification as the new Articles of Association
of the Company in substitution for, and to
the exclusion of, the Articles of Association
of the Company in effect immediately prior
to that time
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BIC(SOCIETE), CLICHY Agenda Number: 702318432
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Security: F10080103
Meeting Type: EGM
Meeting Date: 12-May-2010
Ticker:
ISIN: FR0000120966
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
- - PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON
THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2010/0329/201003291000936.pdf
- - 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
1 Approve the Company accounts for the year 2009 Mgmt For For
2 Approve the consolidated accounts for the year Mgmt For For
2009
3 Approve the allocation of the result setting Mgmt For For
of the dividend
4 Approve the regulated agreements Mgmt For For
5 Approve the setting of the amount of Director's Mgmt For For
fees
6 Authorize the Board of Directors to operate Mgmt For For
on Company shares
7 Approve the renewal of the Director's mandate Mgmt For For
held by M. Bruno Bich
8 Approve the renewal of the Director's mandate Mgmt For For
held by M. Mario Guevara
9 Approve renewal of the Director's mandate held Mgmt For For
by M. Gilles Pelisson
10 Authorize the Board of Directors to reduce capital Mgmt For For
stock by cancelling shares purchased in accordance
with Article L. 225-209 of the Code DU Commerce
Commercial Code
11 Authorize the Board of Directors to increase Mgmt Against Against
capital stock by issuing new ordinary shares
and/or tangible assets granting access to capital
stock, maintaining the shareholders' preferential
subscription right
12 Authorize the Board of Directors to increase Mgmt Against Against
the initial issue amount in the event of issue
decided pursuant to Resolution 11
13 Authorize the Board of Directors to decide on Mgmt Against Against
one or more increases in capital stock
by incorporating reserves, profits or premia
or other sums whose capitalisation is
permitted
14 Authorize the Board of Directors to go ahead Mgmt Against Against
with one or more increases in capital stock
reserved for employees
15 Approve the removal of the preferential subscription Mgmt Against Against
right as part of one of the increases in capital
stock reserved for the employees specified
in the previous resolution
16 Approve authorization to be granted to the Board Mgmt For For
of Directors to go ahead with the allocation
of shares, free of charge
17 Authorize the Board of Directors to grant Company Mgmt For For
share purchase and/or subscription options
to employees and Directors of the Company and
its subsidiaries
18 Approve the powers for formalities Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
BIOMERIEUX Agenda Number: 702429033
- --------------------------------------------------------------------------------------------------------------------------
Security: F1149Y109
Meeting Type: MIX
Meeting Date: 10-Jun-2010
Ticker:
ISIN: FR0010096479
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
French Resident Shareowners must complete, sign Non-Voting No vote
and forward the Proxy Card directly to the
sub custodian. Please contact your Client Service
Representative to obtain the necessary card,
account details and directions. The following
applies to Non-Resident Shareowners: Proxy
Cards: Voting instructions will be forwarded
to the Global Custodians that have become Registered
Intermediaries, on the Vote Deadline Date.
In capacity as Registered Intermediary, the
Global Custodian will sign the Proxy Card and
forward to the local custodian. If you are
unsure whether your Global Custodian acts as
Registered Intermediary, please contact your
representative
PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON THE
MATERIAL URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2010/0503/201005031001655.pdf
O.1 Approve the annual accounts for the YE 31 DEC Mgmt For For
2009
O.2 Approve the consolidated accounts for the YE Mgmt For For
31 DEC 2009
O.3 Approve the allocation of the result for the Mgmt For For
YE 31 DEC 2009
O.4 Approve the regulated agreements signed by the Mgmt For For
Company and presented in the Special Auditor's
report
O.5 Approve the renewal of a Director's mandate: Mgmt For For
Monsieur Alain Merieux
O.6 Approve the renewal of a Director's mandate: Mgmt For For
Monsieur Alexandre Merieux
O.7 Approve the renewal of a Director's mandate: Mgmt For For
Monsieur Michel Ange
O.8 Approve the renewal of a Director's mandate: Mgmt For For
GIMD
O.9 Approve the renewal of a Director's mandate: Mgmt For For
Monsieur Georges Hibon
O.10 Approve the renewal of a Director's mandate: Mgmt For For
Monsieur Michele Palladino
O.11 Approve the renewal of a Director's mandate: Mgmt For For
Monsieur Philippe Archinard
O.12 Approve the renewal of a Director's mandate: Mgmt For For
Monsieur Jean-Luc Belingard
O.13 Approve to change the term of a Director's mandate: Mgmt For For
Monsieur Christian Brechot
O.14 Approve the term of Directors' mandates Mgmt For For
O.15 Appointment of Monsieur Harold Boel as a Non-Executive Mgmt For For
Director
O.16 Authorize the Board of Directors for the Company Mgmt For For
to purchase its own shares
E.17 Authorize the Board of Directors to reduce capital Mgmt For For
stock by cancelling shares
E.18 Amend the Biomerieux S.A. Articles of Association Mgmt For For
E.19 Authorize the Board of Directors to allocate Mgmt Against Against
share subscription or purchase options
E.20 Authorize the Board of Directors to allocate Mgmt Against Against
shares free of charge to Directors and employees
of the Company or connected Companies
E.21 Powers to holders of an original of these minutes Mgmt For For
for formalities
- --------------------------------------------------------------------------------------------------------------------------
BOC HONG KONG HLDGS LTD Agenda Number: 702408863
- --------------------------------------------------------------------------------------------------------------------------
Security: Y0920U103
Meeting Type: AGM
Meeting Date: 20-May-2010
Ticker:
ISIN: HK2388011192
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE Non-Voting No vote
BY CLICKING ON THE URL LINK: http://www.hkexnews.hk/listedco/listconews/sehk/20100413/LTN20100413059.pdf
CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE Non-Voting No vote
OF "ABSTAIN" WILL BE TREATED THE SAME AS A
"TAKE NO ACTION" VOTE.
1 Receive the Audited statement of accounts and Mgmt For For
the reports of the Directors and the Auditors
of the Company for the YE 31 DEC 2009
2 Declare a final dividend of HKD 0.57 per share Mgmt For For
for the YE 31 DEC 2009
3a Re-elect Mr. LI Lihui as a Director of the Company Mgmt For For
3b Re-elect Mdm. Zhang Yanling as a Director of Mgmt For For
the Company
3c Re-elect Mr. GAO Yingxim as a Director of the Mgmt For For
Company
3d Re-elect Mr. Tung Chee Chen as a Director of Mgmt For For
the Company
4 Re-appoint PricewaterhouseCoopers as the Auditors Mgmt For For
of the Company and authorize the Board
of Directors or a duly authorize committee
of the Board to determine their remuneration
5 Approve to grant a general mandate to the Board Mgmt Against Against
of Directors to allot, issue and deal with
additional shares in the Company, not exceeding
20% or, in the case of issue of shares solely
for cash and unrelated to any asset
acquisition, not exceeding 5% of the issued
share capital of the Company as at the date
of passing this resolution
6 Approve to grant a general mandate to the Board Mgmt For For
of Directors to repurchase shares in the
Company, not exceeding 10% of the issued share
capital of the Company as at the date of
passing this resolution
7 Approve, conditional on the passing of Resolutions Mgmt Against Against
5 and 6, to extend the general mandate
granted by Resolution 5 by adding thereto the
shares repurchased pursuant to the
general mandate granted by Resolution 6
- --------------------------------------------------------------------------------------------------------------------------
BP PLC Agenda Number: 702293539
- --------------------------------------------------------------------------------------------------------------------------
Security: G12793108
Meeting Type: AGM
Meeting Date: 15-Apr-2010
Ticker:
ISIN: GB0007980591
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To receive the report of the Directors and the Mgmt For For
accounts for the year ended 31 December 2009
2. To approve the Directors remuneration report Mgmt For For
for the year ended 31 December 2009
3. To elect Mr. P Anderson as a Director Mgmt For For
4. To elect Mr. A Burgmans as a Director Mgmt For For
5. To re-elect Mrs C B Carroll as a Director Mgmt For For
6. To re-elect Sir William Castell as a Director Mgmt For For
7. To re-elect Mr I C Conn as a Director Mgmt For For
8. To re-elect Mr G David as a Director Mgmt For For
9. To re-elect Mr I E L Davis as a Director Mgmt For For
10. To re-elect Mr R Dudely as a Director Mgmt For For
11. To re-elect Mr D J Flint as a Director Mgmt For For
12. To re-elect Dr B E Grote as a Director Mgmt For For
13. To re-elect Dr A B Hayward as a Director Mgmt For For
14. To re-elect Mr A G Inglis as a Director Mgmt For For
15. To re-elect Dr D S Julius as a Director Mgmt For For
16. To re-elect C-H Svanberg as a Director Mgmt For For
17. To reappoint Ernst & young LLP as Auditors from Mgmt For For
the conclusion of this meeting until the conclusion
of the next general meeting before which accounts
are laid and to authorize the Directors to
fix the Auditors remuneration
s.18 To adopt as the new Articles of Association Mgmt For For
of the Company the draft Articles of Association
set out in the document produced to the Meeting
and, for the purposes of identification, signed
by the chairman, so the new Articles of Association
apply in substitution for and to the exclusion
of the Company's existing Articles of Association
s.19 To authorize the Company generally and unconditionally Mgmt For For
to make market purchases (as defined in Section
693(4) of the Companies Act 2006) of ordinary
shares with nominal value of GBP 0.25 each
in the Company, provided that: a) the Company
does not purchase under this authority more
than 1.9 billion ordinary shares; b) the Company
does not pay less than GBP 0.25 for each share;
and c) the Company does not pay more for each
share than 5% over the average of the middle
market price of the ordinary shares for the
five business days immediately preceding the
date on which the Company agrees to buy the
shares concerned , based on share prices and
currency exchange rates published in the daily
Official List of the London Stock Exchange;
this authority shall continue for the period
ending on the date of the Annual General Meeting
in 2011 or 15 July 2011, whichever is the earlier,
provided that, if the Company has agreed before
this date to purchase ordinary shares where
these purchases will or may be executed after
the authority terminates (either wholly or
in part), the Company may complete such purchases
20 To renew, for the period ending on the date Mgmt For For
on the Annual General Meeting in 2011 or 15
July, whichever is the earlier, the authority
and power conferred on the Directors by the
Company's Articles of Association to allow
relevant securities up to an aggregate nominal
amount equal to the Section 551 amount (or,
is resolution 18 is not passed, equal to the
Section 80 amount) of GBP 3,143 million
s.21 To renew, for the period ending on the date Mgmt Against Against
on the Annual General Meeting in 2011 or 15
July, whichever is the earlier, the authority
and power conferred on the Directors by the
company's Articles of Association to allow
equity securities wholly for cash: a) in connection
with a right issue; b) otherwise than in connection
with rights issue up to an aggregate nominal
amount equal to the Section 561 amount (or,
is resolution 18 is not passed, equal to the
Section 80 amount) of USD 236 million
s.22 To authorize the calling of General Meetings Mgmt For For
of the Company (not being an Annual General
Meeting) by notice of at least 14 clear days
23. To approve the renewal of the BP Executive Directors Mgmt Against Against
Incentive Plan (the plan), a copy of which
is produced to the Meeting initiated by the
chairman for the purpose of identification,
for a further five years, and to authorize
the Directors to do all acts and things that
they may consider necessary or expedient to
carry the Plan into effect
24. Subject to the passing of Resolution 18, to Mgmt For For
authorize the Directors in accordance with
Article 142 of the new Articles of Association
to offer the holders of ordinary shares of
the Company, to the extent and in the manner
determined by the Directors, the right to elect(in
whole part), to receive new ordinary shares
(credited as fully paid) instead of cash, in
respect of any dividend as may be declared
by the Directors from time to time provided
that the authority conferred by this Resolution
shall expire prior to the conclusion of the
Annual General Meeting to be held in 2015
s.25 PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr Against For
Group members requisitioned the circulation
of the specified special resolution under the
provision of Section 338 of the Companies Act
2006. the supporting statement, supplied by
the requisitions together with the board response,
is set out in Appendix 4 ;that in order to
address our concerns for the long term success
of the Company arising from the risks associated
with the Sunrise SAGD Project, we as Shareholders
of the Company direct that the Audit Committee
or a risk Committee of the Board commissions
and reviews a report setting out the assumptions
made by the Company in deciding to proceed
with the Sunrise Project regarding future carbon
prices, oil price volatility, demand for oil,
anticipated regulation of greenhouse gas emissions
and legal and reputational risks arising from
local environmental damage and impairment of
traditional livelihoods. The findings of the
report and review should be reported to investors
in the Business Review section of the Company
s Annual Report presented to the Annual General
Meeting in 2011
PLEASE BE ADVISED THAT PROPOSAL #S.25 IS A SHAREHOLDER Non-Voting No vote
PROPOSAL. THE MANAGEMENT RECOMMENDATION FOR
THIS RESOLUTION IS AGAINST.
FOR ADDITIONAL INFORMATION ON THE BELOW PLEASE Non-Voting No vote
COPY AND PASTE THE LINK INTO YOUR INTERNET
BROWSER: Resolution 1: Annual Report and Accounts
http://www.bp.com/extendedsectiongenericarticle.do?categoryId=9021605&contentId=7040949
FOR ADDITIONAL INFORMATION ON THE BELOW PLEASE Non-Voting No vote
COPY AND PASTE THE LINK INTO YOUR INTERNET
BROWSER: Resolution 2: Directors remuneration
report and Resolution 23: Approval of the Executive
Directors Incentive Plan http://www.bp.com/subsection.do?categoryId=9027659&contentId=7050551
FOR ADDITIONAL INFORMATION ON THE BELOW PLEASE Non-Voting No vote
COPY AND PASTE THE LINK INTO YOUR INTERNET
BROWSER: Resolution 18: New Articles of Association
http://www.bp.com/liveassets/bp_internet/globalbp/globalbp_uk_english/set_branch/set_investors/STAGING/local_assets/
downloads/pdf/IC_AGM_articles_of_association_track_changes.pdf
FOR ADDITIONAL INFORMATION ON THE BELOW PLEASE Non-Voting No vote
COPY AND PASTE THE LINK INTO YOUR INTERNET
BROWSER: Resolution 24: Scrip dividend http://www.bp.com/sectiongenericarticle.do?categoryId=9032416&contentId=7059476
FOR ADDITIONAL INFORMATION ON THE BELOW PLEASE Non-Voting No vote
COPY AND PASTE THE LINK INTO YOUR INTERNET
BROWSER: Resolution 25: Shareholder Resolution
on oil sands http://www.bp.com/oilsands
FOR ADDITIONAL INFORMATION ON THE BELOW PLEASE Non-Voting No vote
COPY AND PASTE THE LINK INTO YOUR INTERNET
BROWSER: BP AGM downloads http://www.bp.com/sectiongenericarticle.do?categoryId=9032417&contentId=7059465
- --------------------------------------------------------------------------------------------------------------------------
CAIRN ENERGY PLC Agenda Number: 702374226
- --------------------------------------------------------------------------------------------------------------------------
Security: G17528251
Meeting Type: AGM
Meeting Date: 20-May-2010
Ticker:
ISIN: GB00B59MW615
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the report and accounts for the YE 31 Mgmt For For
DEC 2009
2 Approve the Directors' remuneration report contained Mgmt For For
in the report and accounts
3 Re-appointment of Ernst and Young LLP as the Mgmt For For
Auditors and to authorize the Directors
to fix their remuneration
4 Re-elect Malcolm Thorns as a Director Mgmt For For
5 Re-elect Jann Brown as a Director Mgmt For For
6 Re-elect Simon Thomson as a Director Mgmt For For
7 Authorize the Company to allot relevant securities Mgmt Against Against
pursuant to Section 551 of the Companies Act
2006
S.8 Authorize the Company to allot equity securities Mgmt Against Against
or sell treasury shares pursuant to Section
570 of the Companies Act 2006
S.9 Authorize the Company to make market purchases Mgmt For For
of the ordinary share capital of the Company
S.10 Adopt the new Articles of Association of the Mgmt For For
Company
S.11 Authorize the Company to call a general meeting Mgmt For For
other than an AGM on not less than 14 days
notice
- --------------------------------------------------------------------------------------------------------------------------
CAPITALAND LTD Agenda Number: 702300598
- --------------------------------------------------------------------------------------------------------------------------
Security: Y10923103
Meeting Type: EGM
Meeting Date: 16-Apr-2010
Ticker:
ISIN: SG1J27887962
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Authorize the Directors of the Company, for Mgmt For For
the purposes of Sections 76C and 76E of the
Companies Act, Chapter 50 (the 'Companies Act'),
to purchase or otherwise acquire ordinary
shares in the capital of the Company (Shares)
not exceeding in aggregate the Maximum Limit
(as specified), at such price or prices
as may be determined by the Directors from
time to time up to the Maximum Price (as
specified), whether by way of: CONTD
- - CONTD (i) market purchase(s) on the Singapore Non-Voting No vote
Exchange Securities Trading Limited (SGX-ST)
and/or any other stock exchange on which the
Shares may for the time being be listed and
quoted (Other Exchange); and/or (ii) off-market
purchase(s) (if effected otherwise than on
the SGX-ST or, as the case may be, Other Exchange)
in accordance with any equal access scheme(s)
as may be determined or formulated by
the Directors as they consider CONTD
- - CONTD fit, which scheme(s) shall satisfy all Non-Voting No vote
the conditions prescribed by the Companies
Act, and otherwise in accordance with all other
laws and regulations and rules of
the SGX-ST or, as the case may be, Other Exchange
as may for the time being be applicable, (the
Share Purchase Mandate); Authority
expires the earlier of the date on which the
next AGM of the Company is held or the
date by which the next AGM of the Company is
required by law to be CONTD
- - CONTD held ; and to complete and do all such Non-Voting No vote
acts and things (including executing
such documents as may be required) as they
and/or he may consider expedient or necessary
to give effect to the transactions contemplated
and/or authorized by this Resolution
2 Approve a new performance share plan to be known Mgmt For For
as the 'CapitaLand Performance Share
Plan 2010' (the 'CapitaLand PSP 2010'), the
rules of which, for the purpose of identification,
have been subscribed to by the Chairman of
the Meeting, under which awards (PSP Awards)
of fully paid-up Shares, their equivalent
cash value or combinations thereof will be
granted, free of payment, to selected
employees (including Executive Directors) CONTD
- - CONTD of the Company, its subsidiaries and associated Non-Voting No vote
Companies, details of which are as specified;
and authorize the Directors of the Company:
(i) to establish and administer the CapitaLand
PSP 2010; and (ii) to modify and/or alter
the CapitaLand PSP 2010 at any time and from
time to time, provided that such modification
and/or alteration is effected in accordance
with the provisions of the CapitaLand PSP
2010, and to do all such acts and to enter
CONTD
- - CONTD into all such transactions and arrangements Non-Voting No vote
as may be necessary or expedient in order
to give full effect to the CapitaLand PSP 2010;
and to grant PSP Awards in accordance with
the provisions of the CapitaLand PSP 2010 and
to allot and issue from time to time such number
of fully paid-up Shares as may be required
to be delivered pursuant to the vesting of
PSP Awards under the CapitaLand PSP 2010,
provided that the aggregate CONTD
- - CONTD number of new Shares allotted and issued Non-Voting No vote
and/or to be allotted and issued, when
aggregated with existing Shares (including
Shares held in treasury and cash equivalents)
delivered and/or to be delivered, pursuant
to the CapitaLand PSP 2010, the CapitaLand
RSP 2010 (as specified Resolution 3), and all
Shares, options or awards granted under any
other share schemes of the Company then
in force, shall not exceed 8% of the total
number of issued Shares (excluding treasury
shares) from time to time
3 Approve a new restricted share plan to be known Mgmt For For
as the 'CapitaLand Restricted Share Plan 2010'
(the 'CapitaLand RSP 2010'), the rules of which,
for the purpose of identification, have
been subscribed to by the Chairman of the
Meeting, under which awards (RSP Awards)
of fully paid-up Shares, their equivalent
cash value or combinations thereof will be
granted, free of payment, to selected
employees (including Executive Directors CONTD
- - CONTD and Non-Executive Directors of the Company, Non-Voting No vote
its subsidiaries and associated companies,
details of which are as specified; and authorize
the Directors of the Company: (i) to establish
and administer the CapitaLand RSP 2010; and
(ii) to modify and/or alter the CapitaLand
RSP 2010 at any time and from time to time,
provided that such modification and/or alteration
is effected in accordance with the provisions
of the CapitaLand CONTD
- - CONTD RSP 2010, and to do all such acts and Non-Voting No vote
to enter into all such transactions
and arrangements as may be necessary or expedient
in order to give full effect to the CapitaLand
RSP 2010; and to grant RSP Awards in
accordance with the provisions of the CapitaLand
RSP 2010 and to allot and issue from time
to time such number of fully paid-up Shares
as may be required to be delivered
pursuant to the vesting of RSP Awards under
the CONTD
- - CONTD CapitaLand RSP 2010, provided that the Non-Voting No vote
aggregate number of new Shares allotted and
issued and/or to be allotted and issued, when
aggregated with existing Shares (including
Shares held in treasury and cash equivalents)
delivered and/or to be delivered, pursuant
to the CapitaLand RSP 2010, the CapitaLand
PSP 2010 (as specified in Resolution 2), and
all Shares, options or awards granted under
any other share schemes of the Company then
in CONTD
- - CONTD force, shall not exceed 8% of the total Non-Voting No vote
number of issued Shares (excluding
treasury shares) from time to time
- --------------------------------------------------------------------------------------------------------------------------
CAPITALAND LTD Agenda Number: 702297210
- --------------------------------------------------------------------------------------------------------------------------
Security: Y10923103
Meeting Type: AGM
Meeting Date: 16-Apr-2010
Ticker:
ISIN: SG1J27887962
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and adopt the Directors' report and Mgmt For For
audited financial statements for the YE 31
DEC 2009 and the Auditors' report thereon
2. Declare a first and final 1-tier dividend of Mgmt For For
SGD 0.055 per share and a special 1-tier dividend
of SGD 0.05 per share for the YE 31 DEC 2009
3. Approve the Directors' fees of SGD 1,183,331 Mgmt For For
for the YE 31 DEC 2009
4.a Re-appointment of Dr. Hu Tsu Tau as a Director, Mgmt For For
who retires under Section 153(6) of the Companies
Act, Chapter 50 of Singapore, to hold office
from the date of this AGM until the next AGM
4.b Re-appointment of Mr. Richard Edward Hale as Mgmt For For
a Director, who retires under Section 153(6)
of the Companies Act, Chapter 50 of Singapore
to hold office from the date of this AGM until
the next AGM
5.a Re-election of Mr. Peter Seah Lim Huat as a Mgmt For For
Director, who retires by rotation pursuant
to Article 95 of the Articles of Association
of the Company
5.b Re-election of Mr. Liew Mun Leong as a Director, Mgmt For For
who retires by rotation pursuant to Article
95 of the Articles of Association of the Company
6.a Re-election of Dr. Fu Yuning as a Director, Mgmt For For
who retires pursuant to Article 101 of the
Articles of Association of the Company
6.b Re-election of Mr. John Powell Morschel as a Mgmt For For
Director, who retires pursuant to Article 101
of the Articles of Association of the Company
7. Re-appointment of the Messrs KPMG LLP as the Mgmt For For
Auditors of the Company and to authorize the
Directors to fix their remuneration
8. Transact such other business Non-Voting No vote
9. Appointment of Mr. Ng Kee Choe as a Director Mgmt For For
pursuant to Article 101 of the Articles of
Association of the Company, with effect from
16 APR 2010
10. Authorize the Directors of the Company, pursuant Mgmt Against Against
to Section 161 of the Companies Act, Chapter
50 of Singapore issue shares in the capital
of the Company [shares] whether by way of rights,
bonus or otherwise; and/or to make grant offers
agreements or options [collectively Instruments]
that might or would require shares to be issued,
including but not limited to the creation and
issue of [as well as adjustments to] warrants,
debentures or other instruments convertible
into shares, at any time and upon such terms
and conditions and for such purposes and to
such persons as the Directors may in their
absolute discretion deem fit; and [notwithstanding
the authority conferred by this resolution
may have ceased to be in force] issue shares
in pursuance of any instrument made or granted
by the Directors while this resolution was
in force; the aggregate number of shares to
be issued pursuant to this resolution [including
shares to be issued in pursuance of instruments
made or granted pursuant to this resolution]
dose not exceed 50% of the total number of
issued shares [excluding treasury shares] in
the capital of the Company [as calculated in
accordance with this Resolution], of which
the aggregate number of shares to be issued
other than on a pro rata basis to shareholders
of the Company [including shares to be issued
in pursuance of Instruments made or granted
pursuant to this Resolution] does not exceed
10% of the total number of issued shares [excluding
treasury shares] in the capital of the Company
[as calculated in accordance with this Resolution];
[subject to such manner of calculation as may
be prescribed by the Singapore Exchange Securities
Trading Limited [SGX-ST] for the purpose of
determining the aggregate number of shares
that may be issued under this Resolution, the
total number of issued shares [excluding treasury
shares] shall be based on the total number
of issued shares [excluding treasury shares]
in the capital of the Company at the time this
Resolution is passed, after adjusting for:
new shares arising from the conversion or exercise
of any convertible securities or share options
or vesting of share awards which are outstanding
or subsisting at the time this Resolution is
passed; and any subsequent bonus issue, consolidation
or subdivision of shares; in exercising the
authority conferred by this Resolution, the
Company shall comply with the provisions of
the Listing Manual of the SGX-ST for the time
being in force [unless such compliance has
been waived by the SGX-ST] and the Articles
of Association for the time being of the Company;
and [Authority expires the earlier or at the
conclusion of the next AGM of the Company or
the date by which the next AGM of the Company
is required by law to be held]
- --------------------------------------------------------------------------------------------------------------------------
CARREFOUR SA, PARIS Agenda Number: 702319698
- --------------------------------------------------------------------------------------------------------------------------
Security: F13923119
Meeting Type: MIX
Meeting Date: 04-May-2010
Ticker:
ISIN: FR0000120172
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
- - French Resident Shareowners must complete, sign Non-Voting No vote
and forward the Proxy Card directly to the
sub custodian. Please contact your Client Service
Representative to obtain the necessary
card, account details and directions. The
following applies to Non-Resident Shareowners:
Proxy Cards: Voting instructions will be
forwarded to the Global Custodians that have
become Registered Intermediaries, on the
Vote Deadline Date. In capacity as
Registered Intermediary, the Global Custodian
will sign the Proxy Card and forward to
the local custodian. If you are unsure whether
your Global Custodian acts as Registered
Intermediary, please contact your representative
- - PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON
THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2010/0329/201003291000913.pdf
O.1 Approve the financial statements Mgmt For For
O.2 Approve the consolidated financial statements Mgmt For For
O.3 Approve pursuant to Article L.225-42-1 of the Mgmt For For
Commercial Code
O.4 Approve pursuant to Article L.225-42-1 of the Mgmt For For
Commercial Code
O.5 Approve the allocation of income and setting Mgmt For For
of the dividend
O.6 Approve to renew Mrs. Anne-Claire Taittinger's Mgmt For For
term as a Board Member
O.7 Approve to renew Mr. Sebastien Bazin's term Mgmt For For
as a Board Member
O.8 Approve to renew Mr. Thierry Breton's term as Mgmt For For
a Board Member
O.9 Approve to renew Mr. Charles Edelstenne's term Mgmt For For
as a Board Member
O.10 Authorize the Board of Directors to operate Mgmt For For
on the Company's shares
E.11 Authorize the Board of Directors to reduce the Mgmt For For
share capital
E.12 Authorize the Board of Directors to grant options Mgmt For For
to purchase shares of the Company in favor
of the Employees or Officers of the Company
or its Subsidiaries
E.13 Authorize the Board of Directors to carry out Mgmt Against Against
free allocations of shares with or without
performance conditions, in favor of the Employees
or Corporate Officers of the Company or
its Subsidiaries
- --------------------------------------------------------------------------------------------------------------------------
CATHAY PACIFIC AIRWAYS LTD Agenda Number: 702344324
- --------------------------------------------------------------------------------------------------------------------------
Security: Y11757104
Meeting Type: EGM
Meeting Date: 28-Apr-2010
Ticker:
ISIN: HK0293001514
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting No vote
VOTE 'FOR' OR 'AGAINST' ONLY FOR THE RESOLUTION
"1". THANK YOU.
1. Approve the entering into of the Framework Agreement Mgmt For For
by the Company and its subsidiaries (as specified)
and the Transaction (terms specified in the
circular to shareholders of the Company dated
8 APR 2010 having the same meanings when used
in this resolution)
- --------------------------------------------------------------------------------------------------------------------------
CATHAY PACIFIC AIRWAYS LTD Agenda Number: 702323205
- --------------------------------------------------------------------------------------------------------------------------
Security: Y11757104
Meeting Type: AGM
Meeting Date: 12-May-2010
Ticker:
ISIN: HK0293001514
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE Non-Voting No vote
OF "ABSTAIN" WILL BE TREATED THE SAME AS A
"TAKE NO ACTION" VOTE.
1 Declare a final dividend Mgmt For For
2.a Re-elect Robert Barclay WOODS as a Director Mgmt For For
2.b Re-elect ZHANG Lan as a Director Mgmt For For
2.c Elect CAI Jianjiang as a Director Mgmt For For
2.d Elect FAN Cheng as a Director Mgmt For For
2.e Elect Peter Alan KILGOUR as a Director Mgmt For For
2.f Elect Irene Yun Lien LEE as a Director Mgmt For For
2.g Elect WONG Tung Shun Peter as a Director Mgmt For For
3 Re-appoint KPMG as the Auditors and authorize Mgmt For For
the Directors to fix their remuneration
4 Authorize the Directors to make on-market share Mgmt For For
repurchase within the meaning of the
code on share repurchases , the aggregate nominal
amount of the Company's shares which may
be repurchased pursuant to the approval in
this resolution shall not exceed 10% of
the aggregate nominal amount of the shares
in issue at the date of passing this resolution;
Authority expires the earlier of the conclusion
of the next AGM of the Company or the
expiration of the period within which
the next AGM of the Company is required by
Law to be held
5 Authorize the Directors of the Company to allot, Mgmt Against Against
issue and deal with additional shares
and to make or grant offers, agreements and
options which will or might require the exercise
of such powers during or after the end of
the relevant period, the aggregate nominal
amount of shares allotted or agreed conditionally
or unconditionally to be allotted whether
pursuant to an option or otherwise by the
Directors, otherwise than pursuant to: i) a
rights issue; or ii) any scrip dividend
or similar arrangement providing for the allotment
of shares in lieu of the whole or part of a
dividend on shares, shall not exceed the aggregate
of 20% of the aggregate nominal amount of the
shares in issue at the date of passing this
resolution Contd.
- - Contd. provided that the aggregate nominal amount Non-Voting No vote
of shares so allotted or so agreed conditionally
or unconditionally to be allotted pursuant
to this resolution wholly for cash shall
not exceed 5% of the aggregate nominal
amount of the shares in issue at the date
of passing this resolution; Authority
expires the earlier of the conclusion of the
next AGM of the Company or the expiration
of the period within which the next AGM of
the Company is required by Law to be held
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF CONSERVATIVE RECORD DATE. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
CENTRICA PLC, WINDSOR BERKSHIRE Agenda Number: 702311971
- --------------------------------------------------------------------------------------------------------------------------
Security: G2018Z143
Meeting Type: AGM
Meeting Date: 10-May-2010
Ticker:
ISIN: GB00B033F229
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the report and accounts Mgmt For For
2 Approve the remuneration report Mgmt For For
3 Declare a final dividend Mgmt For For
4 Re-appoint Roger Carr Mgmt For For
5 Re-appoint Helen Alexander Mgmt For For
6 Re-appoint Phil Bentley Mgmt For For
7 Re-appoint Nick Luff Mgmt For For
8 Re-appoint Chris Weston Mgmt For For
9 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
10 Authorize the Directors to determine the Auditors Mgmt For For
remuneration
11 Grant authority for political donations and Mgmt Against Against
political expenditure in the European
Union
12 Grant authority to allot shares Mgmt Against Against
S.13 Grant authority to disapply pre emption rights Mgmt For For
S.14 Grant authority to purchase own shares Mgmt For For
S.15 Adopt the new Articles of Association Mgmt For For
S.16 Approve the notice of general meetings Mgmt For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF AUDITOR NAME IN RESOLUTION 9. 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.
- --------------------------------------------------------------------------------------------------------------------------
CHEUNG KONG INFRASTRUCTURE HLDGS LTD Agenda Number: 702323166
- --------------------------------------------------------------------------------------------------------------------------
Security: G2098R102
Meeting Type: AGM
Meeting Date: 06-May-2010
Ticker:
ISIN: BMG2098R1025
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting No vote
VOTE 'IN FAVOR' OR "AGAINST" FOR ALL THE RESOLUTIONS.
THANK YOU.
1 Receive the audited financial statements, the Mgmt For For
report of the Directors and the Independent
Auditor's report for the YE 31 DEC 2009
2 Declare the final dividend Mgmt For For
3.1 Election of Mr. Kam Hing Lam as a Director Mgmt For For
3.2 Election of Mr. Ip Tak Chuen, Edmond as a Director Mgmt For For
3.3 Election of Mr. Andrew John Hunter as a Director Mgmt For For
3.4 Election of Mrs. Chow Woo Mo Fong, Susan as Mgmt For For
a Director
3.5 Election of Mr. Frank John Sixt as a Director Mgmt For For
4 Appoint Messrs. Deloitte Touche Tohmatsu as Mgmt For For
the Auditor and authorize the Directors to
fix their remuneration.
5.1 Authorize the Directors, to issue and dispose Mgmt Against Against
of additional shares not exceeding 20%
of the existing issued share capital of the
Company at the date of the resolution until
the next AGM relevant period , such mandate
to include the granting of offers or
options including bonds and debentures
convertible into shares of the Company which
might be exercisable or convertible
during or after the relevant period
5.2 Authorize the Directors, subject to this resolution, Mgmt For For
to repurchase shares of HKD 1.00 in the capital
of the Company during the relevant period,
subject to and in accordance with all applicable
laws and requirements of the Rules Governing
the Listing of Securities on The Stock Exchange
of Hong Kong Limited or any other Stock
Exchange as amended from time to time, not
exceeding 10% of the aggregate nominal
amount of the share capital of the Company;
Authority expires the earlier of the conclusion
of the next AGM of the Company or the expiration
of the period within which the next AGM of
the Company is required by law to be held
5.3 Authorize the Directors, to issue and dispose Mgmt Against Against
of additional shares pursuant to Resolution
5 1 by the addition thereto of an amount representing
the aggregate nominal amount of the share
capital of the Company repurchased by the
Company under the authority granted pursuant
to Ordinary Resolution 5 2 , provided that
such amount shall not exceed 10% of the aggregate
nominal amount of the issued share capital
of the Company at the date of the said
resolution
6 Authorize the Directors of the Company, acting Mgmt Against Against
together, individually or by committee, to
approve the acquisition of the bonds, notes,
commercial paper and other similar debt instruments
issued by Connected Issuers (as such
expression is specified in the circular to
Shareholders dated 07 APR 2010 in relation
to the same and of which this Notice forms
part (the Circular)) pursuant to the master
agreement dated 31 MAR 2010 and made between
the Company and Hutchison Whampoa Limited
setting out the.CONTD
- - CONTD.basis upon which the Company or its subsidiaries Non-Voting No vote
may acquire the Connected Debt Securities
issued by the Connected Issuers, as specified
in this Resolution; subject to this Resolution,
during the Relevant Period (as specified)
to acquire Connected Debt Securities; the aggregate
gross purchase price of Connected Debt Securities
of a particular issue held and proposed to
be acquired by the Company and its subsidiaries
(the Group) during the Relevant Period
pursuant to the approval in this Resolution
shall not.CONTD
- - CONTD.exceed 20% of the aggregate value of the Non-Voting No vote
subject issue and all outstanding
Connected Debt Securities of the same issuer
with the same maturity or shorter maturities;
the Net Connected Debt Securities Position
(as defined in the Circular) at any time
during the Relevant Period shall not exceed:
(a) HKD 2.5 billion or (b) 20% of the aggregate
net liquid assets of the Group which are accounted
for and consolidated in the accounts of the
Company as at 31 DEC 2009, or if different,
20% of the Company's.CONTD
- - CONTD.unaudited consolidated net liquid assets Non-Voting No vote
as at the last day of the immediately
preceding calendar quarter (the Reference Date),
whichever is the lower; for this purpose, net
liquid assets shall mean the aggregate value
of the cash, deposits and marketable securities
(including for the avoidance of doubt any
Connected Debt Securities held at the time)
held by the Group which are accounted for and
consolidated in the accounts of the Company
less the aggregate value of any such assets
which are subject to.CONTD
- - CONTD.pledges or other encumbrances, and the Non-Voting No vote
Company's unaudited consolidated net liquid
assets as at the Reference Date shall mean
the aggregate value of the cash, deposits
and marketable securities (including for the
avoidance of doubt any Connected Debt Securities
held at the time all valued at their respective
fair market values as at such date) held by
the Group which are accounted for and consolidated
in the accounts of the Company as at the
Reference Date less the aggregate value
of any such assets which are.CONTD
- - CONTD.subject to pledges or other encumbrances Non-Voting No vote
as at the Reference Date; the Connected Debt
Securities shall be (a) listed for trading
on a recognized exchange, (b) offered to
qualified institutional buyers in reliance
on Rule 144A under the U.S. Securities Act
of 1933, as amended, (c) offered to
persons outside the United States in reliance
on Regulations under the U.S. Securities
Act of 1933, or (d) offered pursuant to an
issue where the aggregate value of
such issue and all other outstanding Connected
Debt Securities of the.CONTD
- - CONTD.same issuer is no less than USD 500 million Non-Voting No vote
or its equivalent in other currencies permitted
under this Resolution, and in all cases the
Connected Debt Securities shall be acquired
by the Group only on normal commercial
terms arrived at after arms' length negotiations;
the Connected Debt Securities shall
be of at least investment grade or its equivalent;
the Connected Debt Securities shall not
include zero coupon instruments or instruments
with any imbedded option, right to convert
into or exchange for any.CONTD
- - CONTD.form of equity interest or derivative; Non-Voting No vote
the Connected Debt Securities shall be issued
in any of the following currencies, Hong Kong
Dollars, the United States Dollars, Canadian
Dollars or such other currencies as the
Directors who have no material interest
in the proposed acquisition of Connected
Debt Securities consider in their reasonable
opinion as posing a risk acceptable to the
Group having regard to the Group's assets and
businesses from time to time; and
the Connected Debt Securities shall have
maturity not in excess of 15 years; Authority
expires the earlier of the conclusion of
the next AGM of the Company
- --------------------------------------------------------------------------------------------------------------------------
CHINESE ESTATES HOLDINGS LTD Agenda Number: 702389138
- --------------------------------------------------------------------------------------------------------------------------
Security: G2108M218
Meeting Type: AGM
Meeting Date: 28-May-2010
Ticker:
ISIN: BMG2108M2182
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting No vote
VOTE 'IN FAVOR' OR 'AGAINST' FOR ALL RESOLUTIONS.
THANK YOU.
PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON THE
MATERIAL URL LINK: http://www.hkexnews.hk/listedco/listconews/sehk/20100426/LTN20100426532.pdf
1 Receive the audited consolidated financial statements, Mgmt For For
Director's report and Auditor's report for
the YE 31 DEC 2009
2 Approve the payment of final dividend for the Mgmt For For
YE 31 DEC 2009
3.i Re-elect Ms. Amy Lau, Yuk-wai as a Director Mgmt For For
3.ii Re-elect Mr. Chan, Kwok-wai as a Director Mgmt For For
3.iii Authorize the Directors to fix the remuneration Mgmt For For
of the Directors
4 Re-appoint the Auditors and authorize the Directors Mgmt For For
to fix the remuneration of the Auditors
5 Authorize the Directors to repurchase shares Mgmt For For
of the Company
6 Authorize the Directors to issue, allot and Mgmt Against Against
deal with shares of the Company
7 Approve, conditional upon passing of Resolutions Mgmt Against Against
5 and 6, to extend the general mandate given
to the Directors to issue, allot and deal with
shares not exceeding the aggregate number of
shares repurchased pursuant to the general
mandate granted under Resolution 5
S.8 Approve the amendments to the Bye-Laws Mgmt For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF ACTUAL RECORD DATE. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
CHOCOLADEFABRIKEN LINDT & SPRUENGLI AG, KILCHBERG Agenda Number: 702317062
- --------------------------------------------------------------------------------------------------------------------------
Security: H49983184
Meeting Type: AGM
Meeting Date: 22-Apr-2010
Ticker:
ISIN: CH0010570767
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting No vote
RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING
PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD
BY CONTACTING YOUR CLIENT REPRESENTATIVE. THANK
YOU
1. Approval of the Annual Report, the Financial Non-Voting No vote
Statements of Chocoladefabriken Lindt & Spr
ngli AG and the Group Consolidated Financial
Statements for the Business Year 2009
2. The Board of Directors proposes discharge from Non-Voting No vote
liability of the Members of the Board of Directors
for their activities during the business year
2009
3. Distribution of Net Earnings; the Board of Directors Non-Voting No vote
proposes that available net earnings in the
amount of CHF 185,133,470 be distributed as
specified
4.1.1 The re-election of Dr. Kurt Widmer as a Board Non-Voting No vote
of Directors, for terms of three years
4.1.2 The re-election of Dr. Rudolf K. Sprungli as Non-Voting No vote
a Board of Directors, for terms of three years
4.2 The Board of Directors proposes the retention Non-Voting No vote
of the current auditor of Chocoladefabriken
Lindt & Sprungli AG, PricewaterhouseCoopers
AG, Zurich, for a further year
5.1 Increase of the conditional participation capital Non-Voting No vote
to a maximum of 150,000 The bearer participation
certificates to a total of Fr. 6,769,270 and
the related amendment of Articles of Association
5.2 The Board of Directors proposes the amendment Non-Voting No vote
of Article 3 Pargraph 9 and Pargraph 10, Article
4 Pargraph 3 (new Paragraph), Article 12 Pargraph
3 and par 4 as well as Article 16 Pargraph
1 of the Articles of Association (amendments
are highlighted)
- --------------------------------------------------------------------------------------------------------------------------
CHOCOLADEFABRIKEN LINDT & SPRUENGLI AG, KILCHBERG Agenda Number: 702316969
- --------------------------------------------------------------------------------------------------------------------------
Security: H49983176
Meeting Type: AGM
Meeting Date: 22-Apr-2010
Ticker:
ISIN: CH0010570759
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting No Action
REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES
AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY.
UPON RECEIPT OF THE VOTING INSTRUCTION, IT
IS POSSIBLE THAT A MARKER MAY BE PLACED ON
YOUR SHARES TO ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE.
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No Action
MEETING NOTICE SENT UNDER MEETING 639336, INCLUDING
THE AGENDA. TO VOTE IN THE UPCOMING MEETING,
YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL
BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU.
1. Approve the annual report, the financial statements Mgmt No Action
of Chocoladefabriken Lindt & Sprungli AG and
the Group consolidated financial statements
for the business year 2009
2. Grant discharge, from liability, to the Members Mgmt No Action
of the Board of Directors for their activities
during the business year 2009
3. Approve that the available net earnings in the Mgmt No Action
amount of CHF 185,133,470 be distributed in
the specified manner
4.1.1 Election of Dr. Kurt Widmer to the Board of Mgmt No Action
Directors, for a term of 3 years
4.1.2 Election of Dr. Rudolf K. Sprungli to the Board Mgmt No Action
of Directors, for a term of 3 years
4.2 Approve the retention of the current Auditor Mgmt No Action
of Chocoladefabriken Lindt & Sprungli AG, PricewaterhouseCoopers
AG, Zurich, for a further year
5.1 Approve, in order to continue the Employee Stock Mgmt No Action
Option Plan, implemented in 1999, the increase
of the Company's conditional participation
capital of a maximum of 150,000 bearer participation
certificates (Employee Participation Certificates)
with a par value of CHF 10, to a total of Fr.
6,769,270, as well as the amendment of the
related Article 4bis Abs. 1 of the Articles
of Association
5.2 Amend Article 3 Paragraphs 9 and 10, Article Mgmt No Action
4 Paragraph 3 (new Paragraph), Article 12 Paragraphs
3 and 4 as well as Article 16 Paragraph 1 of
the Articles of Association
- --------------------------------------------------------------------------------------------------------------------------
CIMPOR - CIMENTOS DE PORTUGAL S.G.P.S.SA, LISBOA Agenda Number: 702317567
- --------------------------------------------------------------------------------------------------------------------------
Security: X13765106
Meeting Type: AGM
Meeting Date: 29-Apr-2010
Ticker:
ISIN: PTCPR0AM0003
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the Management report, the balance sheet Mgmt No Action
and the individual annual accounts for the
year 2009
2. Approve the consolidated Management report, Mgmt No Action
the balance sheet and the consolidated accounts
for the year 2009
3. Approve the allocation of the profit Mgmt No Action
4. Approve the overall assessment of the Management Mgmt No Action
and Supervision of the Company
5. Ratify the co-option of a new Director by the Mgmt No Action
Board of Directors
6. Authorize the Company's Board of Directors to Mgmt No Action
exercise competing activity (on their own name
or representing a third party) and/or hold
office in a competing Company as well as on
their appointment on behalf or on representation
of a competing Company
7. Election of new members of the Company's Board Mgmt No Action
of Directors for the current term of office
(2009/2012), in view of the resignation of
Directors
8. Approve the partial alteration of Articles 5, Mgmt No Action
7, 9, 10, 11, 16 and 17 of the Articles of
Association
9. Approve the statement on the Company's Board Mgmt No Action
Remuneration Policy
10. Approve the sale of own (treasury) shares to Mgmt No Action
employees and members of the Boards of Directors
of the Company or of subsidiary companies under
the Regulations on the Acquisition of Shares
by Employees Year 2010
11. Approve the sale of own (treasury) shares to Mgmt No Action
executives in the Group and to members of the
Boards of Directors of the Company and of subsidiary
companies, in connection with the Share Option
Plan
12. Approve the purchase and sale of own (treasury) Mgmt No Action
shares
- --------------------------------------------------------------------------------------------------------------------------
CLP HLDGS LTD Agenda Number: 702326299
- --------------------------------------------------------------------------------------------------------------------------
Security: Y1660Q104
Meeting Type: AGM
Meeting Date: 27-Apr-2010
Ticker:
ISIN: HK0002007356
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE Non-Voting No vote
OF "ABSTAIN" WILL BE TREATED THE SAME AS A
"TAKE NO ACTION" VOTE.
1 Receive and adopt the audited financial statements Mgmt For For
and the reports of the Directors and the
Auditors for the YE 31 DEC 2009
2 Declare a final dividend of HKD 0.92 per share Mgmt For For
3.a Elect Mr. Nicholas Charles Allen as a Director Mgmt For For
3.b Re-elect Mr. Vernon Francis Moore as a Director Mgmt For For
3.c Re-elect Mr. Loh Chung Hon Hansen as a Director Mgmt For For
3.d Re-elect Mr. Tse Pak Wing Peter as a Director Mgmt For For
3.e Re-elect Mr. Andrew Clifford Winawer Brandler Mgmt For For
as a Director
3.f Re-elect Mr. Paul Arthur Theys as a Director Mgmt For For
3.g Re-elect The Honorable Sir Michael Kadoorie Mgmt For For
as a Director
4 Re-appoint Price water house Coopers as the Mgmt For For
Auditors of the Company and authorize
the Directors to fix Auditors remuneration
for the YE 31 DEC 2010
5 Approve the remuneration payable to the Non-Executive Mgmt For For
Directors including Independent Non-Executive
Directors who serve on the Board and the following
Board committees of the Company be fixed at
the levels as shown below for each financial
year until the Company in general meeting otherwise
determines; such remuneration to
take effect from 28 APR 2010 and be payable
to Directors on a pro rata basis for the financial
year ending 31 DEC 2010 as specified
6 Authorize the Directors of the Company to allot, Mgmt Against Against
issue and dispose of additional shares
in the Company and to make or grant offers,
agreements, options and warrants during
and after the end of the relevant period, not
exceeding the aggregate of a) the aggregate
nominal value of share capital allotted
or agreed conditionally or unconditionally
to be allotted by the Directors of the
Company pursuant to i) a rights issue; or ii)
any option scheme or similar arrangement
for the time being adopted for the grant or
issue to the officers and/or employees
of the Company and/or any of its subsidiaries
of shares or right to acquire shares of the
Company; or iii) any scrip dividend or similar
arrangement pursuant to the Articles of Association
of the Company from time to time, CONTD.
- - .CONTD shall not exceed 5% of the aggregate Non-Voting No vote
nominal amount of the share capital of
the Company in issue at the date of this resolution
and the said mandate shall be limited accordingly;
Authority expires the earlier of the conclusion
of the next AGM or the expiration of the period
within which the next AGM is to be held by
law
7 Authorize the Directors to purchase or otherwise Mgmt For For
acquire shares of HKD 5.00 each in the capital
of the Company during the relevant period,
subject to and in accordance with all applicable
laws and the requirements of the Rules
Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited,
provided that the aggregate nominal amount
of the shares so purchased or otherwise
acquired shall not exceed 10% of the aggregate
nominal amount of the share capital of the
Company in issue at the date of this
resolution; Authority expires the earlier
of the conclusion of the next AGM or the expiration
of the period within which the next AGM is
to be held by law
8 Approve, conditional upon the passing of Resolutions Mgmt For For
6 and 7 as set out in the notice convening
this meeting, the aggregate nominal amount
of the shares which are purchased or otherwise
acquired by the Company pursuant to
Resolution 7 shall be added to the aggregate
nominal amount of the shares which may
be issued pursuant to Resolution 6
- --------------------------------------------------------------------------------------------------------------------------
COCA-COLA HELLENIC BOTTLING CO S A Agenda Number: 702446659
- --------------------------------------------------------------------------------------------------------------------------
Security: X1435J139
Meeting Type: AGM
Meeting Date: 21-Jun-2010
Ticker:
ISIN: GRS104003009
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No Action
REACH QUORUM, THERE WILL BE AN A REPETITIVE
MEETING ON 05 JUL 2010 AND ALSO B REPETITIVE
MEETING ON 19 JUL 2010. ALSO, YOUR VOTING
INSTRUCTIONS WILL NOT BE CARRIED OVER TO THE
SECOND CALL. ALL VOTES RECEIVED ON THIS MEETING
WILL BE DISREGARDED AND YOU WILL NEED TO
REINSTRUCT ON THE REPETITIVE MEETING. PLEASE
BE ALSO ADVISED THAT YOUR SHARES WILL BE
BLOCKED UNTIL THE QUORUM IS MET OR THE MEETING
IS CANCELLED. THANK YOU.
1. Receive the management report by the Board of Mgmt No Action
Directors and of the audit certificate
by the Company's Chartered Auditor Accountant
on the Company's financial statements and
activities for the FY which ended on 31 DEC
2009
2. Approve the Company's annual financial statements Mgmt No Action
for the FY which ended on 31 DEC 2009 and
of the consolidated financial statements
3. Approve the release of the members of the Board Mgmt No Action
of Directors and the Auditors of the Company
from any liability for their activity during
the FY ended on 31 DEC 2009
4. Approve the remuneration of the members of the Mgmt No Action
Board of Directors for their participation
in the meetings of the Board of Directors and
for their services to the Company for
the FY 2009 and pre approval of remuneration
for the FY 2010
5. Election of the Statutory Auditors for the FY Mgmt No Action
2010 01 JAN 2010, 31 DEC 2010 and determination
of their fees
6. Approve the distribution of profits dividend Mgmt No Action
for the FY 2009
7. Approve the election of a new member of the Mgmt No Action
Board of Directors to replace a member who
resigned from the Board of Directors
8. Amend the Article 2 of the Articles of Association Mgmt No Action
regarding the Company's objects
9. Amend the terms of existing programmes for the Mgmt No Action
granting of stock options to the personnel
of the Company and its affiliated Companies,
pursuant to Article 13, Paragraph 13
of Codified Law 2190/1920
- --------------------------------------------------------------------------------------------------------------------------
COMFORTDELGRO CORP LTD Agenda Number: 702318139
- --------------------------------------------------------------------------------------------------------------------------
Security: Y1690R106
Meeting Type: AGM
Meeting Date: 28-Apr-2010
Ticker:
ISIN: SG1N31909426
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive and adopt the Directors' report and Mgmt For For
audited financial statements for the FYE 31
DEC 2009 together with the Auditors' report
thereon
2 Declare a tax-exempt one-tier final dividend Mgmt For For
of 2.67 cents per ordinary share in respect
of the FYE 31 DEC 2009
3 Approve the payment of the Directors' fees of Mgmt For For
SGD 537,500 for the FYE 31 DEC 2009
4 Re-elect Mr. Oo Soon Hee as a Director retiring Mgmt For For
pursuant to Article 91 of the Company's Articles
of Association
5 Re-elect Mr. Ong Ah Heng as a Director retiring Mgmt For For
pursuant to Article 91 of the Company's Articles
of Association
6 Re-elect Ms. Sum Wai Fun, Adeline as a Director Mgmt For For
retiring pursuant to Article 91 of the Company's
Articles of Association
7 Re-appoint Mr. Lim Jit Poh as a Director pursuant Mgmt For For
to Section 153(6) of the Companies Act,
Chapter 50 to hold office from the date of
this AGM until the next AGM
8 Re-appoint Messrs. Deloitte and touche LLP as Mgmt For For
the Auditors and authorize the Directors to
fix their remuneration
9 Authorize the Directors of the company to allot Mgmt For For
and issue from time to time such number of
shares in the Company as may be required to
be issued pursuant to the exercise of options
under the ComfortDelGro employees' Share Option
Scheme, provided that the aggregate number
of shares to be issued pursuant to the ComfortDelGro
Employees' share Option scheme shall not exceed
15% of the total number of issued shares in
the capital of the Company excluding
treasury shares, from time to time
- --------------------------------------------------------------------------------------------------------------------------
COMMERZBANK AG, FRANKFURT A/MAIN Agenda Number: 702393721
- --------------------------------------------------------------------------------------------------------------------------
Security: D15642107
Meeting Type: AGM
Meeting Date: 19-May-2010
Ticker:
ISIN: DE0008032004
- --------------------------------------------------------------------------------------------------------------------------
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 APR 2010, 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 2009 FY with the report
of the Supervisory Board, the group financial
statements and annual report, the report pursuant
to Sections 289(4) and 315(4) of the German
Commercial Code, and the corporate governance
and remuneration reports
2. Ratification of the acts of the Board of Managing Mgmt For For
Directors
3. Ratification of the acts of the Supervisory Mgmt For For
Board
4. Approval of the new compensation system for Mgmt For For
the Board of MDs, to be explained in detail
at the shareholders meeting
5. Appointment of Auditors for the 2010 FY: PricewaterhouseCoopersMgmt For For
AG, Frankfurt
6. Appointment of Auditors for the first quarter Mgmt For For
of 2011: PricewaterhouseCoopers AG, Frankfurt
7. Authorization to acquire own shares for trading Mgmt For For
purposes, the Company shall be authorized to
acquire and sell own shares, at prices not
deviating more than 10% from their average
market price, on or before 18 MAY 2015, the
trading portfolio shall not exceed 5% of the
Company's share capital at the end of any given
day
8. Resolution on the revision of the authorized Mgmt Against Against
capital, and the corresponding amendments to
the Articles of association the authorized
capital 2009/I, 2009/II and 2006/III shall
be revoked, the Board of Managing Directors
shall be authorized, with the consent of the
Supervisory Board, to increase the share capital
by up to EUR 1,535,000,000 through the issue
of new shares against payment in cash or kind,
on or before 18 MAY 2015 (authorized capital
2010) Shareholders shall be granted subscription
rights, except for residual amounts, for the
granting of subscription rights to holders
of option or conversion rights, for the issue
of employee shares of up to EUR 12,000,000,
for the issue of shares against payment in
kind, and for the issue of shares at a price
not materially below their market price
9. Resolution on the authorization to issue convertible Mgmt Against Against
and/or warrant bonds or profit sharing rights,
the creation of contingent capital, and the
corresponding amendments to the Articles of
Association I. the authorization to issue convertible
and/or warrant bonds or profit-sharing rights,
given by the AGM of 15 MAY 2008, shall be revoked
II. the Board of Managing Directors shall be
authorized, with the consent of the Supervisory
Board, to issue bonds or profit-sharing rights
of up to EUR 4,000,000,000, with or without
conversion or option rights for new shares
of the Company, on or before 18 MAY 2015, Shareholders
shall be granted subscription rights, except
for residual amounts, for the granting of such
rights to holders of previously issued bonds,
for the issue of bonds or profit-sharing rights
at a price not materially below their theoretical
market value, and for the issue of profit-sharing
rights not conferring a conversion or option
right if these have debenture-like features,
III. the contingent capital 2008/I and 2008/II
shall be revoked, the Company's share capital
shall be increased by up to EUR 702,000,000
through the issue of up to 270,000,000 new
bearer shares, insofar as conversion or option
rights are exercised (contingent capital 2010/I),
IV. the Articles of Association shall be amended
accordingly
10. Resolution on the issuance of exchange rights Mgmt Against Against
to the Financial Market Stabilisation Fund,
the creation of contingent capital, and the
corresponding amendments to the Articles of
association the Financial Market Stabilisation
Fund shall be entitled to exchange its silent
participation in the company into shares of
the Company, in order to retain its proportional
interest in the Company in the event the Company
undertakes a capital increase, the share capital
shall be increased for this purpose by up to
EUR 355,666,667.20 through the issue of up
to 136,794,872 new bearer shares, insofar as
the exchange rights are exercised
11. Amendments to the Articles of Association in Mgmt For For
connection with the Shareholder Rights Directive
Implementation Act (ARUG) a) Sections 17(1)
and (2) shall be revised in respect of the
deadline for announcing the shareholders, meeting
being 30 days prior to the meeting, extended
by the length of the registration period, and
in respect of attendance at shareholders, meetings
being contingent upon registration with the
Company at least six days in advance and provision
of proof of shareholding as per the 21st day
prior to the meeting, b) Sections 17(4) and
(5) shall be added in respect of the admissibility
of online participation in and absentee voting
at shareholders meetings.
12. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr Against For
Withdrawal of confidence from all members of
the Board of Managing Directors pursuant to
Section 84(3)2 of the Stock Corporation Act
the Board of Managing Directors and the Supervisory
Board recommend rejecting this motion
13. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr Against For
Removal of Dr. Helmut Perlet from the Supervisory
Board pursuant to Section 103(1) of the Stock
Corporation Act and appointment of a new member
to the Supervisory Board pursuant to Section
101(1) of the Stock Corporation Act the Supervisory
Board recommends rejecting this motion
14. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr Against For
Appointment of Rainer Kroell as special Auditor
pursuant to Section 142(1) of the Stock Corporation
Act for the examination of the actions of the
management in connection with the acquisition
of the 100% stake in Dresdner Bank AG from
Allianz S.E. and the merger of the Company
with Dresdner Bank AG the Supervisory Board
recommends rejecting this motion, the shareholders
Riebeck-Brauerei von 1862 AG and Dr. Winfried
Lubos have put forth the following additional
item for resolution pursuant to Sections 122(2)
and 124(1) of the Stock Corporation Act
15. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr Against For
Appointment of special auditors pursuant to
Section 142(1) of the Stock Corporation Act
for the examination of the actions of the management
in connection with the behaviour of the Board
of Managing Directors and the Supervisory Board
before and after the acquisition of Dresdner
Bank as well as the acquisition of the 100%
stake in Dresdner Bank AG from Allianz S.E.,
followed by the merger of the company with
Dresdner Bank without the approval of the shareholders
meeting, the Supervisory Board also recommends
rejecting this proposal
- --------------------------------------------------------------------------------------------------------------------------
COMPAGNIE NATIONALE A PORTEFEUILLE SA, GERPINNES Agenda Number: 702303380
- --------------------------------------------------------------------------------------------------------------------------
Security: B2474T107
Meeting Type: EGM
Meeting Date: 15-Apr-2010
Ticker:
ISIN: BE0003845626
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No Action
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN
OF EACH BENEFICIAL OWNER NAME, ADDRESS AND
SHARE POSITION TO YOUR CLIENT SERVICE
REPRESENTATIVE. THIS INFORMATION IS REQUIRED
IN ORDER FOR YOUR VOTE TO BE LODGED
- - IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No Action
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING
INSTRUCTIONS IN THIS MARKET. ABSENCE
OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
1.A Approve to cancel 2,000,000 of CNPS own shares Mgmt No Action
1.B Approve to reduce the non-distributable reserve Mgmt No Action
set up for the holding of own shares which
will be reduced in the amount of the value
at which these shares were entered into the
statement of assets and liabilities
1.c Amend Article 5 and Title X of the Articles Mgmt No Action
of Association in order to make the representation
of the share capital and its history consistent
with the cancellation of 2,000,000 own shares
2 Amend Article 22 of the Articles of Association Mgmt No Action
as specified
3 To confer all powers Non-Voting No Action
- --------------------------------------------------------------------------------------------------------------------------
COMPAGNIE NATIONALE A PORTEFEUILLE SA, GERPINNES Agenda Number: 702319686
- --------------------------------------------------------------------------------------------------------------------------
Security: B2474T107
Meeting Type: OGM
Meeting Date: 15-Apr-2010
Ticker:
ISIN: BE0003845626
- --------------------------------------------------------------------------------------------------------------------------
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 Approve the presentation of the management report Mgmt No Action
of the Board of Directors and the Auditors
for the 2009 FY; presentation of the consolidated
annual financial statements for the 2009 FY;
presentation and proposal to approve the unconsolidated
annual financial statements of the Company
at 31 DEC 2009, including the allocation of
the Company's profit and the distribution of
a gross dividend of EUR 0.835 per share
2 Grant discharge to the Directors for the exercise Mgmt No Action
of their mandate during the 2009 FY
3 Grant discharge to the Auditor for the exercise Mgmt No Action
of his mandate during the 2009 FY
4 Approve the mandate of the Deloitte partnership, Mgmt No Action
statutory Auditors, represented by Mr. Eric
NYS, terminates at the close of the OGM of
15 APR 2010; to renew the mandate of the Deloitte
partnership, statutory Auditors, represented
by Mr. Eric NYS, for a period of 3 years until
the end of the OGM of 2013 and to fix its fees
at EUR 47,700 per year, not indexed and excluding
VAT
5 Authorize the Company to acquire its own shares Mgmt No Action
at the OGM of 16 APR 2009, to approve a new
programme for the purchase of the Company's
own shares financed by the restricted consolidated
profit for 2009 not distributed in the form
of a dividend namely EUR 89,370,000, this amount
to be used in principle during the 2010 and
2011 FY; the objectives of the programme are:
a) to reduce the share capital of CNP [in value
and/or in number of shares]; b) to enable CNP
to honour any obligations it may have in connection
with loan stock convertible into shares and/or
share option programmes or other allocations
of shares to the 2 Executive Directors and
to the members of staff of CNP and its associated
Companies; prior to the execution of this new
programme, which must be reconciled with the
existing stock repurchase programme in force,
CNP will make public all additional information
required by the regulations
6. Approve the principle of an Annual Share Option Mgmt No Action
Plan under which the two Executive Directors
and the members of staff of CNP and its associated
Companies may acquire shares in S.A. CNP; to
fix at EUR 6,000,000 the maximum value of the
shares relating to the options to be allocated
in 2010
7. Approve, in accordance with Article 556 of the Mgmt No Action
Code des societes, any Clause giving to the
beneficiaries of the options for the Company
shares the right to acquire shares in the Company
without having to take account of the period
for exercising options, in the event of change
of control exercised over the Company, included
in the Share Option Plan that the Company wishes
to implement during 2010 and in any agreement
concluded between the Company and the beneficiaries
of the Share Option Plan described above
8. Miscellaneous Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
CRH PLC Agenda Number: 702347192
- --------------------------------------------------------------------------------------------------------------------------
Security: G25508105
Meeting Type: AGM
Meeting Date: 05-May-2010
Ticker:
ISIN: IE0001827041
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve to consider the Company s financial Mgmt For For
statements and the reports of the Directors
and the Auditors for the YE 31 DEC 2009
2 Approve to declare a dividend on the ordinary Mgmt For For
shares
3 Approve the report on Directors remuneration Mgmt For For
for the YE 31 DEC 2009
4.1 Re-election of Mr. U-H Felcht as a Director Mgmt For For
4.2 Re-election of Mr. DN O'Connor as a Director Mgmt For For
4.3 Re-election of Mr. WI O'Mahony as a Director Mgmt For For
4.4 Re-election of Mr. JW Kennedy as a Director Mgmt For For
5 Authorize the Directors to fix the remuneration Mgmt For For
of the Auditors
S.6 Authorize the Directors, accordance with the Mgmt For For
powers, provisions and limitations
of Article 11 e of the Articles of Association
of the Company, be and they are hereby empowered
to allot equity securities for cash and in
respect of sub-paragraph, thereof up to an
aggregate nominal value of EUR 11,868,000;
this authority shall expire at the close of
the business on the earlier of the date of
the AGM in 2011 or 04 AUG 2011
S.7 Authorize the Company to purchase ordinary shares Mgmt For For
on the market as defined in section 212
of the Companies Act, 1990 , in the manner
provided for in Article 8A of the Articles
of Association of the Company up to a maximum
of 10% of the ordinary shares in issue at
the date of the passing of this resolution;
this authority shall expire at the close of
the business on the earlier of the date of
the AGM in 2011 or 04 AUG 2011
S.8 Authorize the Company to re-issue treasury shares Mgmt For For
as defined in section 212 of the Companies
Act, 1990 , in the manner provided for in Article
8A of the Articles of Association of the Company;
this authority shall expire at the close
of the business on the earlier of the date
of the AGM in 2011 or 4 AUG 2011
9 Approve to resolved that the provision in Article Mgmt For For
60 a of the Articles of Association of
the Company allowing for the convening of EGM
by at least 14 clear days notice where such
meetings are nit convened for the passing of
a special resolution shall continue to be
effective
10 Authorize the Directors of the Company of share Mgmt For For
option schemes the 2010 Share Option
Schemes , the principal features of which are
summarized in the circular to shareholders
on 31 MAR 2010 that accompanies the notice
convening this meeting; i) take all such action
or steps including the making of amendments
to the 2010 share option schemes and the rules
thereof as may be necessary to obtain the
approval of the relevant revenue authorities
for the said schemes; ii) establish schemes
in the other jurisdictions similar in substance
in the schemes but modified to take account
of local tax, exchange control or securities
laws in overseas territories, provided that
any shares made available under any scheme
will be treated as counting towards any
limits on individual or overall participation
in the 2010 share option schemes
11 Authorize the Directors of the Company of savings-related Mgmt For For
share option schemes the 2010 Savings-Related
Share Option Schemes , the principal
features of which are summarized in the circular
to shareholders on 31 MAR 2010 that accompanies
the notice convening this meeting; i) take
all such action or steps including the
making of amendments to the 2010
savings-related share option schemes and
the rules thereof as may be necessary
to obtain the approval of the relevant revenue
authorities for the said schemes; ii) establish
schemes in the other jurisdictions similar
in substance to the 2010 savings-related
share option schemes but modified to take
account of local tax, exchange control or securities
laws in overseas territories, provided that
any shares made available under any such scheme
will be treated as counting towards any
limits on individual or overall participation
in the 2010 savings-related share option schemes
S.12 Authorize the Articles of Association of the Mgmt For For
Company, deleting the definition of the Acts
and replacing it with the following definition
as specified; deleting Article 60 a and
replacing it with the following new Article
60 a as specified; deleting Article 61and
replacing it with the following new Article
61 as specified; deleting the existing Article
70 as specified; inserting the following
new Articles 71 and 73 as specified; deleting
the existing Article 72 and replacing it
with the following new Article 74; the renumbering
of the Articles of Association and all cross
references therein to reflect the amendments
provided as specified
- --------------------------------------------------------------------------------------------------------------------------
CRITERIA CAIXACORP SA, BARCELONA Agenda Number: 702374860
- --------------------------------------------------------------------------------------------------------------------------
Security: E3641N103
Meeting Type: OGM
Meeting Date: 19-May-2010
Ticker:
ISIN: ES0140609019
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No vote
REACH QUORUM, THERE WILL BE A SECOND CALL
ON 20 MAY 2010. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS
THE AGENDA IS AMENDED. THANK YOU.
1 Approve the individual and consolidated annual Mgmt For For
accounts and their respective Management reports
including the report on remuneration policy
for the YE 31 DEC 2009
2 Approve the Management of the Board of Directors Mgmt For For
during that FY
3 Approve the proposed application of results Mgmt For For
and the distribution of the dividend
for the FYE 31 DEC 2009
4 Approve the distribution of a dividend from Mgmt For For
reserves to pay for the first quarter of
2011
5 Approve to determine the number of Members of Mgmt For For
the Board of Directors within the limits
laid down in Article 32 of the Bylaws; reelection,
ratification and appointment of Directors
6 Authorize the Board of Directors for the acquisition Mgmt For For
of own shares directly or through Group Companies,
on the terms agreed upon by the General Board
and the legally established limits, leaving
no effect on the unused portion, the authorization
agreed by the AGM held on 7 MAY 2009
7 Authorize the Board of Directors to issue convertible Mgmt Against Against
and/or exchangeable into shares of the
Company, as well as warrants or similar securities
to be eligible, directly or indirectly to
the subscription or acquisition of shares in
the society, as well as the power to increase
capital by the amount required, and
the power to exclude, where appropriate, the
right of first refusal
8 Re-elect Criteria Caixa Corp, SA as the Auditor Mgmt For For
and its consolidated group for the year
2011
9 Authorize the Council of Administration for Mgmt For For
the interpretation, correction and supplementation,
implementation and development of agreements
adopted by the Board, so as to substitute
the powers received from the Board and
granting of powers for a public instrument
and registration of such agreements
and for their relief
- --------------------------------------------------------------------------------------------------------------------------
DASSAULT SYSTEMES SA, VELIZY VILLACOUBLAY Agenda Number: 702356482
- --------------------------------------------------------------------------------------------------------------------------
Security: F2457H100
Meeting Type: MIX
Meeting Date: 27-May-2010
Ticker:
ISIN: FR0000130650
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
French Resident Shareowners must complete, sign Non-Voting No vote
and forward the Proxy Card directly to the
sub custodian. Please contact your Client Service
Representative to obtain the necessary
card, account details and directions.
The following applies to Non-Resident Shareowners:
Proxy Cards: Voting instructions will
be forwarded to the Global Custodians that
have become Registered Intermediaries,
on the Vote Deadline Date. In capacity as
Registered Intermediary, the Global
Custodian will sign the Proxy Card and forward
to the local custodian. If you are unsure whether
your Global Custodian acts as Registered
Intermediary, please contact your representative
PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON
THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2010/0407/201004071001067.pdf
AND https://balo.journal-officiel.gouv.fr/pdf/2010/0507/201005071001639.pdf
o.1 Approve the annual financial statements for Mgmt For For
the FY
o.2 Approve the consolidated financial statements Mgmt For For
for the FY
o.3 Approve the allocation of income Mgmt For For
o.4 Approve the regulated agreements Mgmt For For
o.5 Approve the renewal of Mr. Charles Edelstenne's Mgmt For For
term as a Board member
o.6 Approve the renewal of Mr. Bernard Charles' Mgmt For For
term as a Board member
o.7 Approve the renewal of Mr. Thibault de Tersant's Mgmt For For
term as a Board member
o.8 Approve the setting the amount of attendance Mgmt For For
allowances
o.9 Appointment Ernst & Young et Autres as the principal Mgmt For For
Statutory Auditor of the
o.10 Approve the renewal of the term of the Company Mgmt For For
Auditex as Deputy Statutory Auditor of the
Company
o.11 Authorize the Company to repurchase its own Mgmt For For
shares
e.12 Authorize the Board of Directors to reduce the Mgmt For For
share capital by cancellation of shares previously
acquired as part of the program to repurchase
shares
e.13 Amend Article 16.1 of the statutes Mgmt For For
e.14 Amend Article 13 of the statutes Mgmt For For
e.15 Authorize the Board of Directors to allocate Mgmt Against Against
shares of the Company for free
e.16 Authorize the Board of Directors to grant options Mgmt Against Against
to subscribe for or purchase shares
e.17 Authorize the Board of Directors to increase Mgmt Against Against
the share capital in favor of members of
a saving plan
OE.18 Powers for the formalities Mgmt For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF ADDITIONAL LINK. 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.
- --------------------------------------------------------------------------------------------------------------------------
DBS GROUP HOLDINGS LTD, SINGAPORE Agenda Number: 702357307
- --------------------------------------------------------------------------------------------------------------------------
Security: Y20246107
Meeting Type: AGM
Meeting Date: 30-Apr-2010
Ticker:
ISIN: SG1L01001701
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the Directors' report and audited accounts Mgmt For For
for the YE 31 DEC 2009 and the Auditors' report
thereon
2. Declare a 1-tier tax exempt final dividend of Mgmt For For
14 cents per ordinary share, for the YE 31
DEC 2009; [2008: final dividend of 14 cents
per ordinary share, 1-tier tax exempt]
3.A Approve to sanction the amount of SGD 1,594,877 Mgmt For For
proposed as Directors' fees for 2009; [2008:
SGD 1,475,281]
3.B Approve to sanction the amount of SGD 4,500,000 Mgmt For For
proposed as special remuneration for Mr. Koh
Boon Hwee for 2009; [2008: SGD 2,000,000]
4. Re-appoint Messrs. PricewaterhouseCoopers LLP Mgmt For For
as the Auditors of the Company and authorize
the Directors to fix their remuneration
5.A Re-elect Mr. Ang Kong Hua as a Director, who Mgmt For For
retires under Article 95 of the Company's Articles
of Association
5.B Re-elect Mr. John Alan Ross as a Director, who Mgmt For For
retires under Article 95 of the Company's Articles
of Association
5.C Re-elect Mr. Kwa Chong Seng as a Director, who Mgmt For For
retires under Article 95 of the Company's Articles
of Association
6.A Re-elect Mr. Ambat Ravi Shankar Menon as a Director, Mgmt For For
who retires under Article 101 of the Company's
Articles of Association
6.B Re-elect Mr. Piyush Gupta as a Director, who Mgmt For For
retires under Article 101 of the Company's
Articles of Association
6.C Re-elect Mr. Peter Seah Lim Huat as a Director, Mgmt For For
who retires under Article 101 of the Company's
Articles of Association
7. Re-appoint Mr. Andrew Robert Fowell Buxton as Mgmt For For
a Director, pursuant to Section 153(6) of the
Companies Act, Chapter 50, to hold office from
the date of this AGM until the next AGM of
the Company
8.A Authorize the Board of Directors of the Company Mgmt Against Against
to: (a) allot and issue from time to time such
number of ordinary shares in the capital of
the Company (DBSH Ordinary Shares) as may be
required to be issued pursuant to the exercise
of options under the DBSH Share Option Plan;
and (b) offer and grant awards in accordance
with the provisions of the DBSH Share Plan
and to allot and issue from time to time such
number of DBSH Ordinary Shares as may be required
to be issued pursuant to the vesting of awards
under the DBSH Share Plan, provided always
that: (1) the aggregate number of new DBSH
Ordinary Shares to be issued pursuant to the
exercise of options granted under the DBSH
Share Option Plan and the vesting of awards
granted or to be granted under the DBSH Share
Plan shall not exceed 7.5% of the total number
of issued shares (excluding treasury shares)
in the capital of the Company from time to
time; and (2) the aggregate number of new DBSH
Ordinary Shares under awards to be granted
pursuant to the DBSH Share Plan during the
period commencing from the date of this AGM
of the Company and ending on the date of the
next AGM of the Company or the date by which
the next AGM of the Company is required by
law to be held, shall not exceed 2% of the
total number of issued shares (excluding treasury
shares) in the capital of the Company from
time to time
8.B Authorize the Directors of the Company to: issue Mgmt Against Against
shares in the capital of the Company (shares)
whether by way of rights, bonus or otherwise;
and/or (ii) make or grant offers, agreements
or options (collectively, Instruments) that
might or would require shares to be issued,
including but not limited to the creation and
issue of (as well as adjustments to) warrants,
debentures or other instruments convertible
into shares, at any time and upon such terms
and conditions and for such purposes and to
such persons as the Directors may in their
absolute discretion deem fit; and (notwithstanding
the authority conferred by this Resolution
may have ceased to be in force) issue shares
in pursuance of any Instrument made or granted
by the Directors while this Resolution was
in force, provided that: (1) the aggregate
number of shares to be issued pursuant to this
Resolution (including shares to be issued in
pursuance of Instruments made or granted pursuant
to this Resolution) does not exceed 50 per
cent of the total number of issued shares (excluding
treasury shares) in the capital of the Company
(as calculated in accordance with this Resolution),
of which the aggregate number of shares to
be issued other than on a pro rata basis to
shareholders of the Company (including shares
to be issued in pursuance of Instruments made
or granted pursuant to this Resolution) does
not exceed 10% of the total number of issued
shares (excluding treasury shares) in the capital
of the Company (as calculated in accordance
with this Resolution); (2) (subject to such
manner of calculation and adjustments as may
be prescribed by the Singapore Exchange Securities
Trading Limited (SGX-ST)) for the purpose of
determining the aggregate number of shares
that may be issued under this Resolution, the
percentage of issued shares shall be based
on the total number of issued shares (excluding
treasury shares) in the capital of the Company
at the time this Resolution is passed, after
adjusting for: (i) new shares arising from
the conversion or exercise of any convertible
securities or share options or vesting of share
awards which are outstanding or subsisting
at the time this Resolution is passed; and
(ii) any subsequent bonus issue, consolidation
or subdivision of shares; (3) in exercising
the authority conferred by this Resolution,
the Company shall comply with the provisions
of the Listing Manual of the SGX-ST for the
time being in force (unless such compliance
has been waived by the SGX-ST) and the Articles
of Association for the time being of the Company;
and [Authority expires the earlier or until
the conclusion of the next AGM of the Company
or the date by which the next AGM of the Company
is required by law to be held]
8.C Authorize the Directors of the Company to allot Mgmt Against Against
and issue from time to time such number of
new ordinary shares, new non-voting non-redeemable
preference shares and new non-voting redeemable
preference shares in the capital of the Company
as may be required to be allotted and issued
pursuant to the DBSH Scrip Dividend Scheme
- --------------------------------------------------------------------------------------------------------------------------
DBS GROUP HOLDINGS LTD, SINGAPORE Agenda Number: 702365241
- --------------------------------------------------------------------------------------------------------------------------
Security: Y20246107
Meeting Type: EGM
Meeting Date: 30-Apr-2010
Ticker:
ISIN: SG1L01001701
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Authorize the Directors for the purposes of Mgmt Against Against
Sections 76C and 76E of the Companies Act,
Chapter 50 [the Companies Act], to purchase
or otherwise acquire issued ordinary shares
in the capital of DBSH [ordinary shares] not
exceeding in aggregate the maximum percentage
[as specified], at such price or prices as
may be determined by the Directors from time
to time up to the maximum price [as specified],
whether by way of: [i] market purchase[s] on
the Singapore Exchange Securities Trading Limited
[SGX-ST] transacted through the Central Limit
Order Book trading system and/or any other
securities exchange on which the ordinary shares
may for the time being be listed and quoted
[Other Exchange]; and/or [ii] off-market purchase[s]
[if effected otherwise than on the SGX-ST or,
as the case may be, other exchange] in accordance
with any equal access scheme[s] as may be determined
or formulated by the Directors as they consider
fit, which scheme[s] shall satisfy all the
conditions prescribed by the Companies Act,
and otherwise in accordance with all other
laws and regulations and rules of the SGX-ST
or, as the case may be, other exchange as may
for the time being be applicable, [the share
purchase mandate]; [Authority expires the earlier
of the date on which the next AGM of DBSH is
held and the date by which the next AGM of
DBSH is required by law to be held]; and to
complete and do all such acts and things [including
executing such documents as may be required]
as they and/or he may consider expedient or
necessary to give effect to the transactions
contemplated and/or authorized by this resolution
- --------------------------------------------------------------------------------------------------------------------------
DELHAIZE GROUP SA Agenda Number: 702403673
- --------------------------------------------------------------------------------------------------------------------------
Security: B33432129
Meeting Type: OGM
Meeting Date: 27-May-2010
Ticker:
ISIN: BE0003562700
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No Action
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING
INSTRUCTIONS IN THIS MARKET. ABSENCE
OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No Action
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN
OF EACH BENEFICIAL OWNER NAME, ADDRESS AND
SHARE POSITION TO YOUR CLIENT SERVICE
REPRESENTATIVE. THIS INFORMATION IS REQUIRED
IN ORDER FOR YOUR VOTE TO BE LODGED
1 Presentation of the Management Report of the Non-Voting No Action
Board of Directors on the FYE 31 DEC 2009
2 Presentation of the report of the Statutory Non-Voting No Action
Auditor on the FYE 31 DEC 2009
3 Communication of the consolidated annual accounts Non-Voting No Action
as of 31 DEC 2009
4 Approve the non-consolidated annual accounts Mgmt No Action
as of 31 DEC 2009, including the allocation
of profits, and the distribution of a gross
dividend of EUR 1.6 per share
5 Grant discharge of liability of persons who Mgmt No Action
served as the Directors of the Company during
the FYE 31 DEC 2009
6 Grant discharge of liability of the Statutory Mgmt No Action
Auditor of the Company for the FYE 31 DEC
2009
7.1 Approve to renew the mandate of Count Richard Mgmt No Action
Goblet d'Alviella as a Director for a period
of three years that will expire at the end
of the OGM that will be requested to approve
the annual accounts relating to the FY 2012
7.2 Approve to renew the mandate of Mr. Robert J. Mgmt No Action
Murray as a Director for a period of two
years that will expire at the end of the OGM
that will be requested to approve the
annual accounts relating to the FY 2011
7.3 Approve to renew the mandate of Mr. Jack L. Mgmt No Action
Stahl as a Director for a period of four years
that will expire at the end of the OGM that
will be requested to approve the annual accounts
relating to the FY 2013
8 Acknowledge, upon proposal of the Board of Directors, Mgmt No Action
that Mr. Jack L. Stahl, whose mandate is proposed
to be renewed until the end of the OGM that
will be requested to approve the annual accounts
relating the FY 2013, satisfies the requirements
of independence set forth by the Belgian Company
Code for the assessment of independence
of Directors, and renew his mandate as Independent
Director pursuant to the criteria of the Belgian
Company Code
9 Approve, pursuant to Article 556 of the Belgian Mgmt No Action
Company Code, the 'Change in Control' clause
set out in the Second Amended and Restated
Credit Agreement, dated as of 01 DEC 2009,
among Delhaize Group, as Guarantor, Delhaize
America Inc., as Borrower, the subsidiary guarantors
party thereto, the lenders party thereto, JPMorgan
Chase Bank, N.A. and Fortis Capital Corp.,
as syndication agents, issuing banks and
swingline lenders, as such clause is used in,
and for the purpose of, the 'Event of Default'
described in such credit facility
10 Approve, pursuant to Article 556 of the Belgian Mgmt No Action
Company Code, the provision granting to the
holders of the bonds, convertible bonds or
medium-term notes that the Company issue within
the twelve months following the ordinary
shareholders meeting of May 2010, in one
or several offering and tranches, denominated
either in US Dollars or in Euros, with a maturity
or maturities not exceeding 30 years, for
a maximum aggregate amount of EUR 1.5 billion,
the right to obtain the redemption, or the
right to require the repurchase, of such
bonds or notes for an amount not in excess
of 101% of the outstanding principal amount
plus accrued and unpaid interest of such bonds
or notes CONTD
CONT CONTD in the event of a change of control of Non-Voting No Action
the Company, as would be provided in
the terms and conditions relating to such bonds
and/or notes; any such bond or note issue would
be disclosed through a press release, which
would summarize the applicable change of
control provision and mention the total
amount of bonds and notes already issued by
the Company that are subject to a change
of control provision approved under this resolution
- --------------------------------------------------------------------------------------------------------------------------
DEUTSCHE LUFTHANSA AG, KOELN Agenda Number: 702305295
- --------------------------------------------------------------------------------------------------------------------------
Security: D1908N106
Meeting Type: AGM
Meeting Date: 29-Apr-2010
Ticker:
ISIN: DE0008232125
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please note that shareholders must be registered Non-Voting No vote
in beneficial owner name to be eligible to
vote at this meeting. To facilitate registration,
your initial vote instruction must reach Broadridge
by 2pm New York time on 13/04/2010. Broadridge
will disclose the beneficial owner information
for voted accounts and blocking may apply.
Please contact your client service representative
for further details.
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 USUAL THANK YOU
1. Presentation of the adopted annual financial Non-Voting No vote
statements, the approved consolidated financial
statements, the management reports for the
Company and the Group for the 2009 financial
year, the report of the Supervisory Board,
incl. the explanatory report of the Executive
Board on the statements pursuant to secs. 289(4)
and (5), 315(4) of Germany's Commercial Code
(HGB)
2. Approval of the remuneration system for the Mgmt For For
Executive Board members
3. Approval of Executive Board's acts for the 2009 Mgmt For For
financial year
4. Approval of Supervisory Board's acts for the Mgmt For For
2009 financial year
5. Supplementary election of three Supervisory Mgmt For For
Board members: Martin Koehler, Dr. h.c. Robert
M. Kimmitt, Herbert Hainer
6. Authorisation to purchase own shares Mgmt For For
7. Creation of new Authorised Capital A and corresponding Mgmt For For
amendment to the Articles of Association
8. Amendments to the Articles of Association on Mgmt For For
the election of Supervisory Board members,
the adoption of resolutions in the Supervisory
Board, the remuneration of Supervisory Board
members, the Annual General Meeting venue,
and the alignment to Germany's Act Implementing
the Shareholders Rights Directive (ARUG)
9. Appointment of auditors, Group auditors and Mgmt For For
examiners to review interim reports for the
2010 financial year
- --------------------------------------------------------------------------------------------------------------------------
DEUTSCHE POST AG Agenda Number: 702296713
- --------------------------------------------------------------------------------------------------------------------------
Security: D19225107
Meeting Type: AGM
Meeting Date: 28-Apr-2010
Ticker:
ISIN: DE0005552004
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
AS A CONDITION OF VOTING, GERMAN MARKET REGULATIONS Non-Voting No vote
REQUIRE THAT YOU DISCLOSE WHETHER YOU HAVE
A CONTROLLING OR PERSONAL INTEREST IN THIS
COMPANY. SHOULD EITHER BE THE CASE, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
SO THAT WE MAY LODGE YOUR INSTRUCTIONS ACCORDINGLY.
IF YOU DO NOT HAVE A CONTROLLING OR PERSONAL
INTEREST, SUBMIT YOUR VOTE AS NORMAL. THANK
YOU
PLEASE NOTE THAT THESE SHARES MAY BE BLOCKED Non-Voting No vote
DEPENDING ON SOME SUBCUSTODIANS' PROCESSING
IN THE MARKET. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1. Presentation of the financial statements and Non-Voting No vote
annual report for the 2009 FY with the report
of the Supervisory Board, the group financial
statements and group annual report as well
as the report 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 880,797,457.47 as follows: payment
of a dividend of EUR 0.60 per share EUR 155,387,933.07
shall be carried for ward Ex-dividend and payable
date: 29 APR 2010
3. Ratification of the acts of the Board of Managing Mgmt For For
Directors
4. Ratification of the acts of the Supervisor y Mgmt For For
Board
5. Appointment of Auditors f or the 2010 FY: PricewaterhouseCoopersMgmt For For
AG, Dusseldorf
6. Authorization to acquire own shares, the Company Mgmt For For
shall be authorized to acquire own shares of
up to 10% of its share capital, at a price
not deviating more than 10% from the market
price of the shares, on or before 27 APR 2015,
the Board of Managing Directors shall be authorized
to dispose of the shares in a manner other
than the stock exchange or by way of a public
offer to all shareholders if the shares are
sold at a price not materially below their
market price, and to retire the shares
7. Approval of the use of derivatives [call and Mgmt Against Against
put options] for the purpose of acquiring own
shares as per item 6
8. Approval of the remuneration system for members Mgmt For For
of the Board of Managing Directors
9. Re-election of Roland Oetker to the Supervisory Mgmt For For
Board
10. Amendments of the Articles of Association in Mgmt For For
respect of the Supervisory Board remuneration
as of the 2011 FY, the fixed remuneration shall
be increased to EUR 4 0,000 and the attendance
fee to EUR 1,000 per member
11. Further amendments to the Articles of Association Mgmt For For
as follows: 11.a] Section 14 [5], the majority
of the votes cast shall be necessary for resolutions
by the Supervisory Board if there is no other
majority mandatory, in case of two election
ties after another, the Chairman shall receive
two votes; 11.b] Section 18 [2]shall be a mended
in respect of the shareholders, meeting being
announced at least 30 days prior to the date
of the meeting; 11.c] Section 19 [1], in respect
of shareholders being entitled to participate
and vote at the shareholders meeting if they
register with the Company by the sixth day
prior to the meeting and provide evidence of
their shareholding as per the statutory record
date; 11.d] Section 19 [2] in respect of the
Board of Managing Directors being authorized
to permit shareholders to absentee vote in
written form or by electronic means at a shareholders
meeting;11.e] Section 19 [3], in respect of
proxy- voting instructions being issued as
stipulated by law, the issuance/withdrawal
of proxy-voting instructions must be effected
in written form; 11.f] Section 19 [4], in respect
of the Chairman of the shareholders meeting
being authorized to permit the audiovisual
transmission of the meeting; 11.g] Section
22 [1], in respect of the Board of Managing
Directors being obliged to list the financial
statements and the group financial statements
as well as the annual report and the group
annual report for the past FY within the first
3 months of the current year and to present
them to the Supervisory Board, together with
the proposal for resolution on the appropriation
of the distributable profit
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.
- --------------------------------------------------------------------------------------------------------------------------
DEUTSCHE TELEKOM AG, BONN Agenda Number: 702305966
- --------------------------------------------------------------------------------------------------------------------------
Security: D2035M136
Meeting Type: AGM
Meeting Date: 03-May-2010
Ticker:
ISIN: DE0005557508
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
AS A CONDITION OF VOTING, GERMAN MARKET REGULATIONS Non-Voting No Action
REQUIRE THAT YOU DISCLOSE WHETHER YOU HAVE
A CONTROLLING OR PERSONAL INTEREST IN THIS
COMPANY. SHOULD EITHER BE THE CASE, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
SO THAT WE MAY LODGE YOUR INSTRUCTIONS ACCORDINGLY.
IF YOU DO NOT HAVE A CONTROLLING OR PERSONAL
INTEREST, SUBMIT YOUR VOTE AS NORMAL. THANK
YOU
PLEASE NOTE THAT THESE SHARES MAY BE BLOCKED Non-Voting No Action
DEPENDING ON SOME SUBCUSTODIANS' PROCESSING
IN THE MARKET. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1. Presentation of the financial statements and Non-Voting No Action
annual report for the 2009 FY with the report
of the Supervisory Board, the group financial
statements and annual report, and the proposal
on the appropriation of the distributable profit
2. Resolution on the appropriation of the distributable Mgmt No Action
profit of EUR 6,421,196,639.17 as follows:
Payment of a dividend of EUR 0.78 per share.
EUR 3,035,281,633.45 shall be carried forward.
Ex-dividend and payable date: 04 MAY 2010
3. Ratification of the acts of the Board of Managing Mgmt No Action
Directors during the 2009 FY
4. Postponement of the ratification of the acts Mgmt No Action
of Klaus Zumwinkel as a member of the Supervisory
Board during the 2008 FY
5. Ratification of the acts of the Supervisory Mgmt No Action
Board during the 2009 FY
6. Approval of the compensation system for the Mgmt No Action
Members of the Board of Managing Directors
7. Appointment of Auditors for the 2010 FY: PricewaterhouseCoopersMgmt No Action
AG, Frankfurt, and Ernst + Young GmbH, Stuttgart
8. Authorization to acquire own shares, the Company Mgmt No Action
shall be authorized to acquire own shares of
up to 10% of its share capital, at prices not
deviating more than 10% from the market price
of the shares, on or before 02 NOV 2011, The
Board of Managing Directors shall be authorized
to sell the shares on the stock exchange, to
offer the shares to shareholders by way of
a rights offering, to dispose of the shares
in another manner if they are sold at a price
not materially below their market price, to
float the shares on foreign stock exchanges,
to use the shares for acquisition purposes,
to use the shares to satisfy conversion and
option rights, to use the shares as employee
shares, and to retire the shares
9. Election of Wulf H. Bernotat to the Supervisory Mgmt No Action
Board
10. Election of Ulrich Middelmann to the Supervisory Mgmt No Action
Board
11. Approval of the control and profit transfer Mgmt No Action
agreement with the Company's wholly owned subsidiary
Erste DFMG Deutsche Funkturm Ver-moegens-GmbH
12. Approval of the control and profit transfer Mgmt No Action
agreement with the Company's wholly owned subsidiary
T-Mobile Global Holding Nr. 2 GmbH
13. Resolution on the authorization to issue convertible, Mgmt No Action
warrant or income bonds and/or profit-sharing
rights, the creation of contingent capital,
and the corresponding amendments to the articles
of association, the Board of Managing Directors
shall be authorized, with the consent of the
Supervisory Board, to issue bonds or profit-sharing
rights of up to EUR 6,500,000,000, conferring
a conversion or option right for up to 429,687,500
new shares of the Company, on or before 02
MAY 2015, shareholders shall be granted subscription
rights, except for the issue of bonds at a
price not materially below their theoretical
market value, for residual amounts, and in
order to grant subscription rights to holders
of previously issued conversion and option
rights, the existing contingent capital IV
shall be revoked, the Company's share capital
shall be increased accordingly by up to EUR
1,100,000,000 through the issue of up to 429,687,500
new shares, insofar as conversion or option
rights are exercised [contingent :capital 2010]
14. Approval of the revision of the Supervisory Mgmt No Action
Board remuneration, and the corresponding amendments
to the Articles of Association the fixed remuneration
per member shall be increased to EUR 30,000
for the 2010 FY and EUR 40,000 thereafter,
and the variable remuneration amended to EUR
1,000 for every EUR 0.02 by which the profit
per share in the second year after the FY in
question exceeds that of 3 years previous,
the Chairman shall receive twice, and the Deputy
Chairman one and a half times, the amounts
15. Amendment to section 2 of the Articles of Association Mgmt No Action
to reflect the expansion of the object of the
Company
16. Amendment to section 14 of the Articles of Association Mgmt No Action
in respect of the deadline for announcing the
shareholders' meeting being 30 days prior to
the meeting, extended by the length of the
registration period
17. Amendment to section 15 of the Articles of Association Mgmt No Action
in respect of the authorization of the Company
to transmit the shareholders' meeting by audiovisual
means
18. Amendment to section 16 of the Articles of Association Mgmt No Action
in respect of participation in the shareholders'
meeting by electronic means
19. Amendment to section 16 of the Articles of Association Mgmt No Action
in respect of absentee voting at the shareholders'
meeting
COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting No Action
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF
THE APPLICATION. IF YOU WISH TO ACT ON THESE
ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND
AND VOTE YOUR SHARES AT THE COMPANYS MEETING.
- --------------------------------------------------------------------------------------------------------------------------
DNB NOR ASA, OSLO Agenda Number: 702337608
- --------------------------------------------------------------------------------------------------------------------------
Security: R1812S105
Meeting Type: AGM
Meeting Date: 27-Apr-2010
Ticker:
ISIN: NO0010031479
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No Action
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN
OF EACH BENEFICIAL OWNER NAME, ADDRESS AND
SHARE POSITION TO YOUR CLIENT SERVICE
REPRESENTATIVE. THIS INFORMATION IS REQUIRED
IN ORDER FOR YOUR VOTE TO BE LODGED
- - IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No Action
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING
INSTRUCTIONS IN THIS MARKET. ABSENCE
OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
1 Opening of the general meeting by the Chairman Mgmt No Action
of the supervisory Board
2 Approve the notice of the general meeting and Mgmt No Action
the agenda
3 Election of the person to sign the minutes of Mgmt No Action
the general meeting along with
4 Approve the remuneration rates for members of Mgmt No Action
the supervisory Board, control committee and
election committee
5 Approve the Auditor's remuneration Mgmt No Action
6 Approve the 2009 annual report and accounts, Mgmt No Action
including the distribution of dividends
and group contributions
7 Election of Members to the Supervisory Board Mgmt No Action
with a term of Office until the AGM in 2012:
Nils Halvard Bastiansen, Baerum [re-election],
Toril Eidesvik, Bergen [re-election], Carnilla
Marianne Grieg, Bergen [New Member], Eldbjorg
Lower, Kongsberg [Re-election], Per Otterdahl
Miller, Skien [New Member], Dag J. Opedal,
Oslo [Re-election], Ole Robert Reitan, Nesoya
[New Member], Gudrun B. Rollefsen, Hammerfest
[Re-election], Arthur Sletteberg, Stabekk [Re-election],
Hanne Rigmor Egenaess Wiig, Halden [Re-election];
re-election of Herbjorn Hansson, Sandefjord
as a Member to the Supervisory Board, with
a term of office until the AGM in 2011; election
of Elsbeth Sande Tronstad, Oslo as a new deputy
with a term of office of one year
8 Re-election of Eldbjorg Lower, Kongsberg, Per Mgmt No Action
Otterdahl Moller, Skien, Arthur Sletteberg,
Stabekk, Rejer Ola Soberg as Members of the
Election Committee with a term of office until
the AGM in 2012
9 Authorize the Board of Directors for the repurchase Mgmt No Action
of shares
10 Approve the statement from the Board of Directors Mgmt No Action
in connection with remuneration to
senior executives
11.a PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr No Action
PROPOSAL: Approve the special remuneration
or Broad shared financial responsibility and
common interests
11.b PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr No Action
PROPOSAL: Approve the reforms to ensure
sound Corporate Governance by changing- strengthening
the competence and independence of Governing
Bodies
11.c PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr No Action
PROPOSAL: Approve the reversal of authority
to the general meeting
11.d PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr No Action
PROPOSAL: Approve the cultivation of
individual roles in the group to strengthen
risk Management and capital
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No Action
OF NAMES. IF YOU HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
E.ON AG Agenda Number: 702314129
- --------------------------------------------------------------------------------------------------------------------------
Security: D24914133
Meeting Type: AGM
Meeting Date: 06-May-2010
Ticker:
ISIN: DE000ENAG999
- --------------------------------------------------------------------------------------------------------------------------
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 USUAL THANK YOU
The registration for the General Meeting of Non-Voting No vote
Shareholders does not result in the shares
being blocked. Please contact the relationship
manager of your depositary bank to clarify
variant procedures in the German market.
1. Presentation of the adopted Annual Financial Non-Voting No vote
Statements and the Consolidated Financial Statements
for the 2009 financial year, along with the
Management Report Summary for E.ON AG and the
E.ON Group and the Report of the Supervisory
Board as well as the Explanatory Report of
the Board of Management regarding the statements
pursuant to Sections 289 para. 4, 315 para.
4 and Section 289 para.5 German Commercial
Code (Handelsgesetzbuch-HGB).
2. Appropriation of balance sheet profits from Mgmt For For
the 2009 financial year
3. Discharge of the Board of Management for the Mgmt For For
2009 financial year
4. Discharge of the Supervisory Board for the 2009 Mgmt For For
financial year
5. Approval of the compensation system applying Mgmt For For
to the Members of the Board of Management
6.a Election of PricewaterhouseCoopers Aktiengesellschaft Mgmt For For
Wirtschaftspruefungsgesellschaft, Duesseldorf,
as the auditor for the annual as well as the
consolidated financial statements for the 2010
financial year
6.b Election of PricewaterhouseCoopers Aktiengesellschaft Mgmt For For
Wirtschaftspruefungsgesellschaft, Duesseldorf,
as the auditor for the inspection of the abbreviated
financial statements and the interim management
report for the first half of the 2010 financial
year
7. Authorization for the acquisition and use of Mgmt For For
treasury shares
8. Authorization for the issue of option or convertible Mgmt Against Against
bonds, profit participation rights or participating
bonds and for the exclusion of subscription
rights as well as the creation of a Conditional
Capital
9 Amendment to Section 20 of the Articles of Association Mgmt For For
in view of the Act for the Implementation of
the Shareholder Rights Directive
- --------------------------------------------------------------------------------------------------------------------------
EDF S A Agenda Number: 702286077
- --------------------------------------------------------------------------------------------------------------------------
Security: F2940H113
Meeting Type: MIX
Meeting Date: 18-May-2010
Ticker:
ISIN: FR0010242511
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - French Resident Shareowners must complete, sign Non-Voting No vote
and forward the Proxy Card directly to the
sub custodian. Please contact your Client Service
Representative to obtain the necessary
card, account details and directions. The
following applies to Non-Resident Shareowners:
Proxy Cards: Voting instructions will
be forwarded to the Global Custodians that
have become Registered Intermediaries,
on the Vote Deadline Date. In capacity as
Registered Intermediary, the Global
Custodian will sign the Proxy Card and forward
to the local custodian. If you are unsure whether
your Global Custodian acts as Registered
Intermediary, please contact your representative
- - PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
- - PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON
THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2010/0308/201003081000575.pdf
1 Approve the annual accounts for the year ending Mgmt For For
31 DEC 2009
2 Approve the consolidated accounts for the year Mgmt For For
ending 31 DEC 2009
3 Approve the allocation of the result for the Mgmt For For
year ending 31 DEC 2009, as stated in
the annual accounts, and setting of the dividend
4 Approve the agreements specified in Article Mgmt For For
L. 225-38 of the Code du Commerce Commercial
Code
5 Approve the additional Directors' attendance Mgmt For For
fees allocated to the Board of Directors
for the year 2009
6 Approve the Directors' attendance fees allocated Mgmt For For
to the Board of Directors
7 Authorize the Board of Directors to operate Mgmt For For
on Company shares
E.8 Authorize the Board of Directors to issue shares Mgmt For For
or tangible assets maintaining shareholders'
preferential subscription rights
E.9 Authorize the Board of Directors to issue, through Mgmt For For
public offers, shares or tangible assets
with suppression of shareholders' preferential
subscription rights
E.10 Authorize the Board of Directors to issue, through Mgmt For For
public offers as specified in Article L. 411-2
II of the Code Monetaire et Financier Monetary
and Financial Code , shares or tangible
assets with suppression of shareholders' preferential
subscription rights
E.11 Authorize the Board of Directors to increase Mgmt For For
the number of securities to be issued in
the event of an increase in capital stock with
or without a preferential subscription
right
E.12 Authorize the Board of Directors to increase Mgmt For For
capital stock by incorporating reserves,
profits, premia or other sums whose capitalization
is permitted
E.13 Authorize the Board of Directors to increase Mgmt For For
capital stock in payment for a public exchange
offer initiated by the Company
E.14 Authorize the Board of Directors to increase Mgmt For For
capital stock to remunerate contributions
in kind given to the Company
E.15 Authorize the Board of Directors to increase Mgmt For For
capital stock to the benefit of members of
the savings plan
E.16 Authorize the Board of Directors to reduce capital Mgmt For For
stock
E.17 Grant powers for formalities Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
EDP RENOVAVEIS, SA, OVIEDO Agenda Number: 702287310
- --------------------------------------------------------------------------------------------------------------------------
Security: E3847K101
Meeting Type: AGM
Meeting Date: 13-Apr-2010
Ticker:
ISIN: ES0127797019
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve, the individual annual accounts of Edp Mgmt No Action
Renovaveis, S.A. balance sheet, profit
and loss account, changes to the net assets,
cash flow statement and notes , as
well as those consolidated with its subsidiaries
balance sheet, profit and loss account,
changes to the net assets, cash flow statement
and notes , for the FYE on 31 DEC 2009
2 Approve the proposed application of results Mgmt No Action
for the FYE on 31 DEC 2009
3 Approve the individual management report of Mgmt No Action
EDP Renovaveis, S.A., the consolidated
management report with its subsidiaries, and
its Corporate Governance Report, for
the FYE on 31 DEC 2009
4 Approve the management conducted by the Board Mgmt No Action
of Directors during the FYE on 31 DEC 2009
5 Approve the remuneration policy for the managers Mgmt No Action
of the Company
6 Amend Resolutions 1 and 2 of Article 17 of the Mgmt No Action
Articles of Association Edp Renovaveis,
S.A. Constitution of the General Meeting,
Agreements adoption , with the purpose to
adapt the required quorums for the validly
constitution of the General Meeting, to the
minimum established under Law
7 Authorize the Board of Directors for the derivative Mgmt No Action
acquisition and sale of own shares by the
Company and/or other affiliate companies to
the maximum limit established by the Law
and in accordance with its terms
8 Re-appoint the Auditors of Edp Renovaveis S.A., Mgmt No Action
of Kpmg Auditores, S.L. recorded in the
Official Register of Auditors under number
S0702 and with Tax Identification Number B-78510153,
for the year 2010
9 Approve the option for the Consolidated Tax Mgmt No Action
Regime regulated in Articles 6 et Seq of Real
Decreto-Legislativo 4 / 2004 of 5 March, which
approves the revised text of the Corporate
Income Tax Law, as member of the Tax Group
whose dominant entity is Edp Energias
De Portugal, S.A., Sucursal En Espa A, wit
Tax Identification Number W0104919F
10 Approve the delegation of powers to the formalization Mgmt No Action
and implementation of all resolutions adopted
at the General Shareholders Meeting, for the
purpose of celebrating the respective public
deed and to permit its interpretation, correction,
addition or development in order to obtain
the appropriate registrations
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting No Action
IN BLOCKING STATUS. 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.
- --------------------------------------------------------------------------------------------------------------------------
EDP-ENERGIAS DE PORTUGAL SA, LISBOA Agenda Number: 702301829
- --------------------------------------------------------------------------------------------------------------------------
Security: X67925119
Meeting Type: AGM
Meeting Date: 16-Apr-2010
Ticker:
ISIN: PTEDP0AM0009
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No Action
ID 669235 DUE TO ADDITION OF RESOLUTION 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 individual and consolidated accounts Mgmt No Action
and reporting documents for the 2009 FY, including
the sole Management report (which includes
a Chapter regarding Corporate Governance),
the individual accounts and consolidated accounts,
the annual report and the opinion of the gene
2. Approve the allocation of profits in relation Mgmt No Action
to the 2009 FY
3. Approve the general appraisal of the Management Mgmt No Action
and Supervision of the Company, in accordance
with Article 455 of the Portuguese Companies
Code
4. Authorize the Executive Board of Directors for Mgmt No Action
the acquisition and sale of treasury stock
by EDP and subsidiaries of EDP
5. Authorize the Executive Board of Directors for Mgmt No Action
the acquisition and sale of treasury bonds
by EDP and subsidiaries of EDP
6 Approve the members of the Executive Board of Mgmt No Action
Directors Remuneration Policy presented by
the remuneration Committee of the general and
Supervisory Board
7. Approve the remaining members of Corporate bodies Mgmt No Action
Remuneration Policy presented by the remuneration
Committee elected by the general shareholders
meeting
8 Approve to resolve on the election of a general Mgmt No Action
and supervisory Board Member
- --------------------------------------------------------------------------------------------------------------------------
ELAN CORP PLC Agenda Number: 702411149
- --------------------------------------------------------------------------------------------------------------------------
Security: G29539106
Meeting Type: AGM
Meeting Date: 27-May-2010
Ticker:
ISIN: IE0003072950
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the financial statements for the YE Mgmt For For
31 DEC 2009 together with the reports of
the Directors and the Auditors thereon
2 Re-elect Mr. Kieran McGowan, who retires from Mgmt For For
the Board by rotation in accordance
with the requirements of the Combined Code
3 Re-elect Mr. Kyran McLaughlin, who retires from Mgmt For For
the Board by rotation in accordance with
the requirements of the Combined Code
4 Elect Dr. Dennis Selkoe, who retires from the Mgmt For For
Board by rotation in accordance with the Articles
of Association
5 Authorize the Directors to fix the remuneration Mgmt For For
of the Auditors
6 Authorize the Directors to issue securities Mgmt Against Against
7 Approve to increase the issued share capital Mgmt Against Against
of the Company
S.8 Amend the Memorandum and Articles of Association Mgmt For For
S.9 Authorize the Directors to allot securities Mgmt Against Against
for cash
S.10 Authorize the Company to make market purchases Mgmt For For
of its own shares
S.11 Approve to set the re-issue price range for Mgmt For For
treasury shares
S.12 Grant authority for 14 day notice period for Mgmt For For
EGMs
- --------------------------------------------------------------------------------------------------------------------------
ENAGAS SA Agenda Number: 702323421
- --------------------------------------------------------------------------------------------------------------------------
Security: E41759106
Meeting Type: AGM
Meeting Date: 29-Apr-2010
Ticker:
ISIN: ES0130960018
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the Annual Accounts and Management report Mgmt For For
2 Approve the proposal to distribute results of Mgmt For For
2009
3 Approve to manage Board members Mgmt For For
4 Re-election of the Auditors Mgmt For For
5 Approve the modification of the art.2 of the Mgmt For For
bylaws to add in the Company activity transport
and stock activities
6 Approve the modification of the art.45 of the Mgmt For For
bylaws to attribute to the appointment
committee social responsibility competence
7 Approve the modification of the art. 49 of the Mgmt For For
bylaws to adapt it in the art. 172 public Limited
Corporation Law
8.1 Re-elect Mr Antonio Llarden Carratala as an Mgmt For For
Executive Board member
8.2 Re-election of as Mr Miguel Angel Lasheras Merino Mgmt For For
as an Independent Board member
8.3 Re-elect Mr Dionisio Martinez Martinez as an Mgmt For For
Independent Board member
8.4 Re-elect Mr Jose Riva Francos as an Independent Mgmt For For
Board member
8.5 Re-elect Ms Teresa Garcia-Mila Lloveras as an Mgmt For For
Independent Board member
8.6 Re-elect Mr Abdullah Al Masoudi as an External Mgmt For For
Board member
8.7 Re-elect Sagane Inversiones as an External Board Mgmt For For
member
8.8 Re-elect Ms Isabel Sanchez Garcia as an Independent Mgmt For For
Board member
8.9 Approve to fix the number of Board members at Mgmt For For
16
9 Approve the Board members cash compensation Mgmt For For
for 2010
10 Authorize, in accordance to art. 75 of the Spanish Mgmt For For
corporation law ,to acquire own portfolio
shares
11 Receive the report about the terms of art 116 Mgmt For For
BIS of the stock exchange law
12 Approve the delegation of powers Mgmt For For
- - PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No vote
REACH QUORUM, THERE WILL BE A SECOND CALL
ON 30 APR 2010. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS
THE AGENDA IS AMENDED. THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
ENERGY RES AUSTRALIA LTD Agenda Number: 702303114
- --------------------------------------------------------------------------------------------------------------------------
Security: Q35254111
Meeting Type: AGM
Meeting Date: 21-Apr-2010
Ticker:
ISIN: AU000000ERA9
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Chairman and Chief Executive review Non-Voting No vote
2 To receive and consider the financial report, Non-Voting No vote
Directors' report, Directors' declaration
and Auditor's report for the YE 31 DEC 2009
as set out in the annual report.
3 Approve the remuneration report for the YE 31 Mgmt For For
DEC 2009 as set out in the annual report
4.1 Election of Mr. John Pegler as a Director, who Mgmt For For
retires in accordance with
4.2 Re-election of Mr. Peter Taylor as a Director, Mgmt For For
who retires by rotation in accordance with
Rule 3.7 of the Company's Constitution
S.5 Amend the Rule 1.2, 3.3(c), 3.4, 3.7, 3.8, 7.2, Mgmt For For
8.4(a) 10.5 of the Company's Constitution
as specified
- --------------------------------------------------------------------------------------------------------------------------
ENI SPA, ROMA Agenda Number: 702366875
- --------------------------------------------------------------------------------------------------------------------------
Security: T3643A145
Meeting Type: MIX
Meeting Date: 29-Apr-2010
Ticker:
ISIN: IT0003132476
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting No Action
IN MEETING DATE. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No Action
ID'S 686251 AND 684082 DUE TO 2 MEETINGS BEING
MERGED INTO 1 MIX MEETING. ALL VOTES RECEIVED
ON THE PREVIOUS MEETINGS WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
O.1 Approve the balance sheet as of 31 DEC 2009 Mgmt No Action
of Eni Spa, consolidated balance sheet as of
31 DEC 2009; Directors, Board of Auditors and
External Auditing Company's reporting
O.2 Approve the profits allocation Mgmt No Action
O.3 Appoint the Independent Auditors for the period Mgmt No Action
2010-2018
E.1 Amend the Articles 1, 4, 12, 15 and 16 of the Mgmt No Action
Corporate Bylaws; related resolutions
CMMT PLEASE NOTE THAT IN COMPLIANCE WITH ARTICLE Non-Voting No Action
13, PARAGRAPH 1, OF THE CORPORATE BYLAWS SHAREHOLDERS
WHO ALONE OR TOGETHER WITH OTHER SHAREHOLDERS,
HOLD AT LEAST ONE FORTIETH OF CORPORATE CAPITAL
CAN REQUEST, WITHIN 5 DAYS FROM THE ISSUERS
NOTIFICATION OF THIS MEETING, AN INTEGRATION
TO THE ITEMS OF THIS AGENDA, QUOTING IN THEIR
REQUEST THE ADDITIONAL SUBJECTS PROPOSED; THE
INTEGRATION IS NOT ALLOWED FOR SUBJECTS ON
WHICH THE MEETING DELIBERATES, ACCORDING TO
THE LAW, ON PROPOSAL OF DIRECTORS OR ON THE
BASIS OF A PROJECT OR A REPORT DRAWN UP BY
THE DIRECTORS. THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
ESSILOR INTL-CIE GLE OPTIQUE Agenda Number: 702314131
- --------------------------------------------------------------------------------------------------------------------------
Security: F31668100
Meeting Type: MIX
Meeting Date: 11-May-2010
Ticker:
ISIN: FR0000121667
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
- - French Resident Shareowners must complete, sign Non-Voting No vote
and forward the Proxy Card directly to the
sub custodian. Please contact your Client Service
Representative to obtain the necessary card,
account details and directions. The following
applies to Non-Resident Shareowners: Proxy
Cards: Voting instructions will be forwarded
to the Global Custodians that have become Registered
Intermediaries, on the Vote Deadline Date.
In capacity as Registered Intermediary, the
Global Custodian will sign the Proxy Card and
forward to the local custodian. If you are
unsure whether your Global Custodian acts as
Registered Intermediary, please contact your
representative
- - PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON THE
MATERIAL URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2010/0324/201003241000817.pdf
O.1 Approve the Company's accounts for the YE 31 Mgmt For For
DEC 2009
O.2 Approve the consolidated accounts for the YE Mgmt For For
31 DEC 2009
O.3 Approve the allocation of the profit and setting Mgmt For For
of the dividend
O.4 Approve the agreement regulated under Article Mgmt For For
L. 225-38 of the Code de Commerce - Compensation
for breaking Mr. Sagnieres' contract
O.5 Approve the agreement regulated under Article Mgmt For For
L. 225-38 of the Code de Commerce
O.6 Ratify the co-opting of a Director - Mr. Yi Mgmt For For
He
O.7 Approve the renewal of a Director's appointment Mgmt For For
- Mr. Xavier Fontanet
O.8 Approve the renewal of a Director's appointment Mgmt For For
- Mr. Yves Chevillotte
O.9 Approve the renewal of a Director's appointment Mgmt For For
- Mr. Yves Gillet
0.10 Approve the nomination of a new Director - Mrs. Mgmt For For
Mireille Faugere
O.11 Approve the Directors' attendance fees Mgmt For For
O.12 Approve the redemption of the Company's shares Mgmt For For
E.13 Authorize the Board of Directors to reduce the Mgmt For For
authorized capital by cancelling the Company's
shares
E.14 Authorize the Board of Directors to increase Mgmt Against Against
the authorized capital by issuing shares reserved
for members of a corporate Personal Equity
Plan
E.15 Authorize the Board of Directors to grant share Mgmt For For
subscription options as specified
e.16 Grant authority to award free shares - referred Mgmt Against Against
to as Company performance - to employees and
to Executive Directors of Essilor International
and affiliated Companies
e.17 Approve the overall cap on the authorizations Mgmt Against Against
to grant share subscription options and to
award shares in the Company
e.18 Authorize the Board of Directors for the purpose Mgmt Against Against
of issuing transferable securities giving access
immediately or at some future date to the authorized
capital, with the preferential right of subscription
maintained
e.19 Approve the option to increase the amount of Mgmt Against Against
an issue if it is oversubscribed
e.20 Authorize the Board of Directors for the purpose Mgmt Against Against
of issuing transferable securities in the form
of debt securities giving access on maturity
to equity security, with the preferential right
of subscription cancelled, but with a priority
subscription period
e.21 Approve the option to increase the amount of Mgmt Against Against
an issue if it is oversubscribed
e.22 Authorize the Board of Directors to increase Mgmt For For
the authorized capital by incorporation of
reserves, profits, bonuses or other funds whose
capitalization is admissible
e.23 Approve the option to issue shares without exercising Mgmt Against Against
a preferential right of subscription in order
to pay for one or more contributions in kind
e.24 Authorize the Board of Directors to issue share Mgmt Against Against
subscription warrants to be awarded free to
shareholders in the event of a public offer
of equity in the Company
e.25 Amend the Article 12 of the Articles of Association: Mgmt For For
Board of Directors - 1. Composition
e.26 Approve the Harmonising of Articles 12 and 14 Mgmt For For
of the Articles of Association, which are redundant
concerning the terms of office of the Directors
e.27 Amend the Article 24 of the Articles of Association: Mgmt For For
Holding meetings 3. Quorum - Vote [Extract]
e.28 Authorize the powers for formalities Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
EXOR S.P.A., TORINO Agenda Number: 702318329
- --------------------------------------------------------------------------------------------------------------------------
Security: T3833E113
Meeting Type: OGM
Meeting Date: 29-Apr-2010
Ticker:
ISIN: IT0001353140
- --------------------------------------------------------------------------------------------------------------------------
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 30 APR 2010. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS
THE AGENDA IS AMENDED. PLEASE BE ALSO
ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL
THE QUORUM IS MET OR THE MEETING IS CANCELLED.
THANK YOU.
1 Approve the separated financial statements at Mgmt No Action
31 DEC 2009 adjournment thereof
2 Approve the resolutions about buy and sell own Mgmt No Action
shares
SHAREHOLDERS WHO, INDIVIDUALLY OR JOINTLY, HOLD Non-Voting No Action
AT LEAST ONE FORTIETH OF THE CORPORATE CAPITAL
CAN REQUEST WITHIN 5 DAYS FROM THE ISSUANCE
OF THIS NOTICE THE INTEGRATION TO THE LIST
OF SUBJECTS TO BE DISCUSSED, BY QUOTING IN
THE REQUEST THE ADDITIONAL ITEMS PROPOSED.
PLEASE NOTE THAT THIS IS A REVISION DUE TO INSERTION Non-Voting No Action
OF ADDITIONAL COMMENT. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
FRANCE TELECOM SA, PARIS Agenda Number: 702356292
- --------------------------------------------------------------------------------------------------------------------------
Security: F4113C103
Meeting Type: MIX
Meeting Date: 09-Jun-2010
Ticker:
ISIN: FR0000133308
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
- - 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
1 Approve the annual financial statements for Mgmt For For
the FYE on 31 DEC 2009
2 Approve the consolidated financial statements Mgmt For For
for the FYE on 31 DEC 2009
3 Approve the allocation of income for the FYE Mgmt For For
on 31 DEC 2009 as reflected in the annual
financial statements
4 Approve the agreement pursuant to Article L.225-38 Mgmt For For
of the Commercial Code
5 Approve the agreements pursuant to Article L.225-38 Mgmt For For
of the Commercial Code
6 Approve the endorsements to the contracts concluded Mgmt For For
with the Company Novalis in accordance with
Article L.225-42-1 last Paragraph of the Commercial
Code
7 Authorize the Board of Directors to purchase Mgmt For For
or transfer France telecom shares
8 Appointment of Mr. Stephane Richard as a Board Mgmt For For
Member
9 Election of Mr. Marc Maouche as a Board Member, Mgmt For For
representing the members of the staff shareholders
10 Election of Mr. Jean-Pierre Borderieux as a Mgmt For For
Board Member, representing the Members of the
staff shareholders
E.11 Authorize the Board of Directors to issue shares Mgmt For For
reserved to persons having signed a liquidity
contract with the Company in their capacity
as holders of shares or stock options of Orange
S.A
E.12 Authorize the Board of Directors to proceed Mgmt Against Against
with the free issuance of option-based
liquidity instruments reserved to holders of
stock options of Orange S.A. that have signed
a liquidity contract with the Company
E.13 Authorize the Board of Directors to allocate Mgmt Against Against
stock options and/or options to purchase shares
of the Company
E.14 Authorize the Board of Directors to proceed Mgmt For For
with capital increases reserved to members
of Saving Plans
E.15 Authorize the Board of Directors to reduce the Mgmt For For
capital by cancellation of shares
E.16 Approve the powers for the formalities Mgmt For For
- - PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON
THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2010/0402/201004021000943.pdf
- --------------------------------------------------------------------------------------------------------------------------
FRAPORT AG FRANKFURT AIRPORT SERVICES WORLDWIDE, FRANKFURT AM MAIN Agenda Number: 702387677
- --------------------------------------------------------------------------------------------------------------------------
Security: D3856U108
Meeting Type: AGM
Meeting Date: 02-Jun-2010
Ticker:
ISIN: DE0005773303
- --------------------------------------------------------------------------------------------------------------------------
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 12 MAY 2010, 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 2009 FY with the report
of the Supervisory Board, the group financial
statements and group annual report as well
as the report by the Board of Managing Directors
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 106,239,045.85 as follows: payment
of a dividend of EUR 1.15 per share EUR 690,477.25
shall be carried forward ex-dividend and payable
date: 03 JUN 2010
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 2010 FY: Mgmt For For
KPMG AG, Berlin
6. Authorization to acquire own shares the company Mgmt For For
shall be authorized to acquire own shares of
up to 3% of its share capital, at prices not
deviating more than 10% from the market price
of the shares, on or before 01 JUN 2015; the
Board of Managing Directors shall be authorized
to use the shares within the scope of the Fraport
Management Stock Option Plan and as part of
the Management bonus for Members of the Board
of Managing Directors
7. Approval of the remuneration system for Members Mgmt For For
of the Board of Managing Directors
8. Amendments to the Articles of Association in Mgmt For For
connection with the Shareholder Rights Directive
Implementation Law (ARUG) Section 14 shall
be amended in respect of the shareholders meeting
being announced at least 35 days prior to the
date of the meeting; Section 15 shall be amended
in respect of shareholders registering for
participation in the shareholders meeting at
least six days in advance, and providing evidence
of their shareholding as per the 21st day before
the meeting
- --------------------------------------------------------------------------------------------------------------------------
GALP ENERGIA SA, LISBOA Agenda Number: 702312428
- --------------------------------------------------------------------------------------------------------------------------
Security: X3078L108
Meeting Type: AGM
Meeting Date: 26-Apr-2010
Ticker:
ISIN: PTGAL0AM0009
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Ratify the cooptation of the Directors for the Mgmt No Action
Board of Directors
2 Approve to resolve on the Management consolidated Mgmt No Action
report, individual and consolidated accounts,
for the year 2009, as well as remaining reporting
documents
3 Approve to resolve on the proposal for application Mgmt No Action
of profits
4 Approve to resolve on the Companies governance Mgmt No Action
report
5 Approve to resolve on a general appraisal of Mgmt No Action
the Company's Management and Supervision
6 Approve the statement on the remuneration policy Mgmt No Action
- --------------------------------------------------------------------------------------------------------------------------
GDF SUEZ, PARIS Agenda Number: 702370672
- --------------------------------------------------------------------------------------------------------------------------
Security: F42768105
Meeting Type: MIX
Meeting Date: 03-May-2010
Ticker:
ISIN: FR0010208488
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 668601 DUE TO ADDITION OF RESOLUTION. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK 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
PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON THE
MATERIAL URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2010/0412/201004121001137.pdf
O.1 Approve the transactions and the annual financial Mgmt For For
statements for the FY 2009
O.2 Approve the consolidated financial statements Mgmt For For
for the FY 2009
O.3 Approve the allocation of income for the FYE Mgmt For For
on 31 DEC 2009 and setting of the dividend
O.4 Approve the regulated agreements pursuant to Mgmt For For
Article L.225-38 of the Commercial Code
O.5 Authorize the Board of Directors to operate Mgmt For For
on the Company's shares
E.6 Authorize the Board of Directors to decide, Mgmt Against Against
with preferential subscription rights, i) to
issue common shares and/or any securities giving
access to the Company's capital and/or the
Company's subsidiaries, and/or ii) to issue
securities entitling to allocation of debt
securities
E.7 Authorize the Board of Directors to decide, Mgmt Against Against
with cancellation of preferential subscription
rights, i) to issue common shares and/or any
securities giving access to the Company's capital
and/or the Company's subsidiaries, and/or ii)
to issue securities entitling to allocation
of debt securities
E.8 Authorize the Board of Directors to decide to Mgmt Against Against
issue common shares or various securities with
cancellation of preferential subscription rights,
as part of an offer pursuant to Article L.
411-2 II of the Monetary and Financial Code
E.9 Authorize the Board of Directors to increase Mgmt Against Against
the number of securities to be issued in the
event of issuances of securities with or without
preferential subscription rights carried out
under the 6th, 7th and 8th resolutions
E.10 Authorize the Board of Directors to carry out Mgmt Against Against
the issuance of common shares and/or various
securities as remuneration for the contribution
of securities granted to the Company within
the limit of 10% of the share capital
E.11 Authorize the Board of Directors to decide to Mgmt For For
increase the share capital by issuing shares,
with cancellation of preferential subscription
rights in favor of the employees who are Members
of GDF SUEZ Group' Saving Plans
E.12 Authorize the Board of Directors to decide to Mgmt For For
increase the share capital, with cancellation
of preferential subscription rights, in favor
of any entities whose exclusive purpose is
to subscribe, own and transfer GDF SUEZ shares
or other financial instruments as part of the
implementation of one of the multiple formulas
of the international Employee Savings Plan
of GDF SUEZ Group
E.13 Approve the overall limitation of the delegations Mgmt For For
concerning the capital increase, immediate
and/or at term
E.14 Authorize the Board of Directors to decide to Mgmt For For
increase the share capital by incorporation
of premiums, reserves, profits or others
E.15 Authorize the Board of Directors to reduce the Mgmt For For
capital by cancellation of treasury shares
E.16 Authorize the Board of Directors to subscribe Mgmt For For
or purchase the Company's shares in favor of
the employees and/or Company's officers and/or
Group subsidiaries
E.17 Authorize the Board of Directors to carry out Mgmt Against Against
the free allocation of shares in favor of the
employees and/or Company's officers and/or
Group subsidiaries
E.18 Powers to carry out the decisions of the General Mgmt For For
Meeting and for the formalities
A. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Approve in order to limit the use
of debts while increasing the investment capacity
of the Group, including research & development
and infrastructure, the general meeting decides
concerning the dividend proposed in the 3rd
resolution, that the amount of the dividends
paid for the FY 2009 is set at EUR 0.80 per
share, including the interim dividend of EUR
0.80 per share already paid on 18 DEC 2009
- --------------------------------------------------------------------------------------------------------------------------
GENTING SINGAPORE PLC Agenda Number: 702322861
- --------------------------------------------------------------------------------------------------------------------------
Security: G3825Q102
Meeting Type: AGM
Meeting Date: 27-Apr-2010
Ticker:
ISIN: GB0043620292
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive and adopt the audited financial statements Mgmt For For
for the FYE 31 DEC 2009 and the Directors
and auditors reports thereon
2 Approve the payment of Directors fees of SGD Mgmt For For
492,308 for the FYE 31 DEC 2009
3 Re-elect Tan Sri Lim Kok Thay as a Director Mgmt For For
of the Company pursuant to Article 16.4
of the Articles of Association of the Company
4 Re-elect Mr. Tjong Yik Min as a Director of Mgmt For For
the Company pursuant to Article 16.4 of the
Articles of Association of the Company
5 Re-appoint Mr. Tan Hee Teck as a Director of Mgmt For For
the Company pursuant to Article 16.3 of the
Articles of Association of the Company
6 Re-appoint PricewaterhouseCoopers LLP, Singapore Mgmt For For
as the Auditor of the Company and to
authorize the Directors to fix their remuneration
7 Authorize the Directors pursuant to rule 806 Mgmt Against Against
of the Listing Manual of the SGX ST to, 1)
allot and issue shares in the capital of the
Company whether by way of rights, bonus or
otherwise, and or, ii) make or grant offers,
agreements or options that might or would
require shares to be issued, including but
not limited to the creation and issue of warrants,
debentures or other instruments
convertible into shares, at any time and upon
such terms and conditions and for such
purposes and to such persons as the directors
may , in their absolute discretion, deem
fit and 2) issue shares in pursuance of
any instrument made or granted by the directors
whilst this resolution was in force provided
that a) the aggregate number of shares to be
issue d pursuant to this resolution does not
exceed 50%, or 100%, CONTD.
- - CONTD. in the event of a pro-rata renounceable Non-Voting No vote
rights issue, of the issued share capital
of the Company, of which the aggregate number
of shares to be issued other than on a pro
rata basis to shareholders of the Company does
not exceed 20% of the issued share capital
of the Company b) for the purpose of determining
the aggregate number of shares that may be
issued under this resolution, the percentage
of issued share capital shall be based on the
issued share capital of the company at
the time this resolution is passed, after
adjusting for i) new shares arising from the
conversion or exercise of any convertible
securities, if applicable or share options
or vesting of share a wards which are
outstanding at the time this resolution is
passed, and CONTD.
- - CONTD. ii) any subsequent bonus issue, consolidation Non-Voting No vote
or subdivision of shares, and Authority
expires the earlier of the conclusion of the
next AGM of the Company or when it is required
by law to be held
8 Authorize the Directors of the Company, issuance Mgmt Against Against
of shares at a discount of up to 20% that,
a subject to and conditional upon the passing
of Ordinary Resolution 7, at any time to
issue shares in the capital of the Company
at an issue price for each share which shall
be determined by the Directors in their
absolute discretion provided that such price
shall not represent a discount of more
than 20% to the weighted average price of a
share in the capital of the Company for
trades done on the SGX ST; and Authority expires
the earlier of conclusion of the next AGM
of the Company or the date by which the next
AGM of the Company is required by law to be
held or such date as may be determined by the
SGX ST
9 Approve the renewal of the shareholders mandate Mgmt For For
that, for the purposes of Chapter 9 of
the Listing Manual of the SGX ST, for the Company,
its subsidiaries and associated Companies
that are entities at risk, or any of them,
to enter into any of the transactions falling
within the types of interested person
transactions with any party who is of the class
of interested persons, provided t
hat such transactions are made on normal
commercial terms and in accordance with
the review procedures for such interested
person transactions, approve this resolution,
unless revoked or varied by the Company
in general meeting, continue in force until
the conclusion of the next AGM of the
company, and, CONTD.
- - CONTD. authorize the Directors to complete and Non-Voting No vote
do such acts and things as they may consider
expedient or necessary or in the interests
of the Company to give effect to the shareholders
mandate and or this resolution
- - Transact any other business Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
GESTEVISION TELECINCO S.A. Agenda Number: 702296181
- --------------------------------------------------------------------------------------------------------------------------
Security: E56793107
Meeting Type: OGM
Meeting Date: 14-Apr-2010
Ticker:
ISIN: ES0152503035
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No vote
REACH QUORUM, THERE WILL BE A SECOND CALL
ON 15 APR 2010. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS
THE AGENDA IS AMENDED. THANK YOU.
1 Approve the annual accounts balance sheet, Mgmt For For
profit and loss account and annual report
and management report, both Gestevision Telecinco,
Sa, and its consolidated Group of Companies,
for the YE 31 DEC 2009
2 Approve the application of income for the year Mgmt For For
2009
3 Approve the Management of the Board of Directors Mgmt For For
during fiscal 2009
4 Approve to set the limit of the aggregate annual Mgmt For For
remuneration to be received by the Directors
of the Company
5 Approve the allocation of shares of the Company Mgmt For For
with executive Directors and Senior Executives
of the Company, as part of their remuneration
6 Approve to establish a compensation system designed Mgmt Against Against
to Executive Officers and Directors of the
Company and Group Companies
7 Grant authority, in accordance with the provisions Mgmt For For
of Articles 75 and corresponding provisions
of the Corporations Act, the Company may proceed
with the acquisition of own shares directly
or through Group Companies, nullifying
previous authorizations agreed by the general
Board, and authorized, where appropriate,
implement the portfolio of own shares to the
implementation of restorative programs
8.1 Re-elect Don Angel Durandez Adeva as a Director, Mgmt For For
to the Board of Directors of the Company, for
a term of 5 years
8.2 Re-elect Don Jose Ramon Alvarez-Rendueles as Mgmt For For
a Director, to the Board of Directors
of the Company, for a term of 5 years
8.3 Re-elect Don Francisco De Borja Prado Eulate Mgmt For For
as a Director, to the Board of Directors
of the Company, for a term of 5 years
9 Approve to set the number of Members composing Mgmt For For
the Board of Directors
10 Authorize the Board of Directors the power to Mgmt Against Against
increase capital in one or more times, the
form of cash, for a period of 5 years and a
maximum nominal amount of EUR 61.660.464 ,
all the terms and conditions it deems fit,
delegation to the exclusion of preferential
subscription rights, as provided in Article
159.2 of the corporations act
11 Approve the share capital increase with preferential Mgmt Against Against
subscription rights for a nominal amount of
EUR 61,660,464 , by issuing and circulation
of 123,320,928 ordinary shares of
nominal value EUR 0.50 each, consisting of
the consideration in cash contributions,
authorize the Board of Directors the power
to enforce the agreement to be adopted by the
general meeting itself increase the share
capital in accordance with the provisions of
Article 153.1.a of the Companies act,
determining the specific date in which must
be carried out and its terms as not agreed
by the general meeting, including the modification
of Article 5 of the Bylaws
12 Amend the Article 55 of the Bylaws Mgmt For For
13 Approve the annual report of remuneration policy Mgmt For For
of Directors and Senior Managers of the
year 2009
14 Grant powers to formalize, interpret, rectify Mgmt For For
and execute the previous agreements
as well as to replace the powers that the Board
receives from the Board
- --------------------------------------------------------------------------------------------------------------------------
GLAXOSMITHKLINE PLC Agenda Number: 702362980
- --------------------------------------------------------------------------------------------------------------------------
Security: G3910J112
Meeting Type: AGM
Meeting Date: 06-May-2010
Ticker:
ISIN: GB0009252882
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive and adopt the Directors' report and Mgmt For For
the financial statements for the YE 31 DEC
2009
2 Approve the remuneration report for the YE 31 Mgmt For For
DEC 2009
3 Re-elect Dr. Stephanie Burns as a Director Mgmt For For
4 Re-elect Mr. Julian Heslop as a Director Mgmt For For
5 Re-elect Sir Deryck Maughan as a Director Mgmt For For
6 Re-elect Dr. Daniel Podolsky as a Director Mgmt For For
7 Re-elect Sir Robert Wilson as a Director Mgmt For For
8 Authorize the Audit & Risk Committee to re-appoint Mgmt For For
PricewaterhouseCoopers LLP as the Auditors
to the Company to hold office from the end
of the meeting to the end of the next Meeting
at which accounts are laid before the Company
9 Authorize the Audit & Risk Committee to determine Mgmt For For
the remuneration of the Auditors
10 Authorize the Director of the Company, in accordance Mgmt Against Against
with Section 366 of the Companies Act 2006
(the 'Act') the Company is, and all Companies
that are at any time during the period for
which this resolution has effect subsidiaries
of the company are, authorized: a) to make
political donations to political organizations
other than political parties, as defined in
Section 363 of the Act, not exceeding GBP 50,000
in total; and b) to incur political expenditure,
as defined in Section 365 of the Act, not exceeding
GBP 50,000 in total, during the period beginning
with the date of passing this resolution and
ending at the end of the next AGM of the company
to be held in 2011 or, if earlier, on 30 JUN
2011
11 Authorize the Directors, in substitution for Mgmt Against Against
all subsisting authorities, to exercise all
powers of the Company to allot shares in the
Company and to grant rights to subscribe for
or convert any security into shares in the
Company: a) up to an aggregate nominal amount
of GBP 432,578,962; [such amount to be reduced
by the nominal amount allotted or granted under
paragraph (b) in excess of such sum]; and b)
comprising equity securities [as specified
in Section 560(1) of the Act] up to a nominal
amount of GBP 865,157,925 [such amount to be
reduced by any allotments or grants made under
paragraph (a) above] in connection with an
offer by way of a rights issue: i) to ordinary
shareholders in proportion [as nearly as may
be practicable] to their existing holdings;
and ii) to holders of other equity securities
as required by the rights of those securities
or as the Board otherwise considers necessary,
and so that the Directors may impose any limits
or make such exclusions or other arrangements
as they consider expedient in relation to treasury
shares, fractional entitlements, record dates,
legal, regulatory or practical problems under
the laws of, or the requirements of any relevant
regulatory body or stock exchange in, any territory,
or any matter whatsoever, which authorities
shall expire at the end of the next AGM of
the company to be held in 2011 or, if earlier,
on 30 JUN 2011, and the Directors may allot
shares or grant rights to subscribe for or
convert any security into shares in pursuance
of such an offer or agreement as if the relevant
authority conferred hereby had not expired
12 Authorize the Directors of the Company, subject Mgmt Against Against
to Resolution 11 being passed, the Directors
be and are hereby empowered to allot equity
securities for cash pursuant to the authority
conferred on the Directors by Resolution 11
and/or where such allotment constitutes an
allotment of equity securities under section
560(3) of the Act, free of the restrictions
in Section 561(1) of the Act, provided that
this power shall be limited: (a) to the allotment
of equity securities in connection with an
offer or issue of equity securities [but in
the case of the authority granted under paragraph
(b) of Resolution 11, by way of a rights issue
only]: (i) to ordinary shareholders in proportion
[as nearly as may be practicable] to their
existing holdings; and (ii) to holders of other
equity securities, as required by the rights
of those securities or as the Board otherwise
considers necessary, but so that the Directors
may impose any limits or make such exclusions
or other arrangements as they consider expedient
in relation to treasury shares, fractional
entitlements, record dates, legal, regulatory
or practical problems under the laws of, or
the requirements of any relevant regulatory
body or stock exchange in, any territory, or
any matter whatsoever; and (b) in the case
of the authority granted under paragraph (a)
of Resolution 11 and/ or in the case of any
transfer of treasury shares which is treated
as an allotment of equity securities under
Section 560(3) of the Act, to the allotment
(otherwise than pursuant to sub-paragraph (a)
above) of equity securities up to an aggregate
nominal amount of GBP 64,893,333, and shall
expire at the end of the next AGM of the company
to be held in 2011 [or, if earlier, at the
close of business on 30 JUN 2011] and the Directors
may allot equity securities in pursuance of
such an offer or agreement as if the power
conferred hereby had not expired
13 Authorize the Directors of the Company, for Mgmt For For
the purposes of section 701 of the Act to make
market purchases (within the meaning of Section
693(4) of the Act) of its own Ordinary shares
of 25p each provided that: (a) the maximum
number of Ordinary shares hereby authorized
to be purchased is 519,146, 669; (b) the minimum
price which may be paid for each Ordinary share
is 25p; (c) the maximum price which may be
paid for each Ordinary share shall be the higher
of (i) an amount equal to 5% above the average
market value of the Company's ordinary shares
for the five business days immediately preceding
the day on which the ordinary share is contracted
to be purchased and (ii) the higher of the
price of the last independent trade and the
highest current independent bid on the London
Stock Exchange Official List at the time the
purchase is carried out; and (d) the authority
conferred by this resolution shall, unless
renewed prior to such time, expire at the end
of the next AGM of the Company to be held in
2011 or, if earlier, on 30 JUN 2011 [provided
that the company may enter into a contract
for the purchase of Ordinary shares before
the expiry of this authority which would or
might be completed wholly or partly after such
expiry and the company may purchase Ordinary
shares pursuant to any such contract under
this authority]
14 Authorize the Directors, (a) in accordance with Mgmt For For
Section 506 of the Act, the name of the person
who signs the Auditors' reports to the Company's
members on the annual accounts and auditable
reports of the Company for the year ending
31 DEC 2010 as senior Statutory Auditor [as
defined in Section 504 of the Act] for and
on behalf of the Company's Auditors, should
not be stated in published copies of the reports
[such publication being as defined in Section
505 of the Act] and the copy of the reports
to be delivered to the registrar of Companies
under Chapter 10 of Part 15 of the Act; and
(b) the Company considers on reasonable grounds
that statement of the name of the senior statutory
auditor would create or be likely to create
a serious risk that the senior Statutory Auditor,
or any other person, would be subject to violence
or intimidation
15 Approve the general meeting of the Company other Mgmt For For
than an AGM may be called on not less than
14 clear days' notice
16 Amend: (a) the Articles of Association of the Mgmt For For
company be amended by deleting all the provisions
of the Company's Memorandum of Association
which, by virtue of Section 28 of the Act,
are to be treated as provisions of the Company's
Articles of Association; and (b) the Articles
of Association produced to the meeting, and
initialled by the Chairman for the purpose
of identification, be adopted as the Articles
of Association of the Company in substitution
for, and to the exclusion of, all existing
Articles of Association of the Company
- --------------------------------------------------------------------------------------------------------------------------
GRIFOLS S A Agenda Number: 702442283
- --------------------------------------------------------------------------------------------------------------------------
Security: E5706X124
Meeting Type: OGM
Meeting Date: 21-Jun-2010
Ticker:
ISIN: ES0171996012
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve the annual accounts, management report Mgmt For For
as well as proposed application
of result
2 Approve the annual accounts and management report Mgmt For For
of the consolidated group
3 Approve the management of the Board Of Director Mgmt For For
4 Re-elect the Auditors of individual accounts Mgmt For For
5 Re-elect the Auditors of consolidated accounts Mgmt For For
6 Re-elect the Board of Directors Mgmt For For
7 Approve the retribution of the Board of Directors Mgmt For For
8 Grant authority to purchase own shares Mgmt For For
9 Approve the delegation of powers Mgmt For For
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No vote
REACH QUORUM, THERE WILL BE A SECOND CALL
ON 22 JUN 2010. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS
THE AGENDA IS AMENDED. THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
GROUPE BRUXELLES LAMBERT Agenda Number: 702315032
- --------------------------------------------------------------------------------------------------------------------------
Security: B4746J115
Meeting Type: OGM
Meeting Date: 13-Apr-2010
Ticker:
ISIN: BE0003797140
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No Action
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN
OF EACH BENEFICIAL OWNER NAME, ADDRESS AND
SHARE POSITION TO YOUR CLIENT SERVICE
REPRESENTATIVE. THIS INFORMATION IS REQUIRED
IN ORDER FOR YOUR VOTE TO BE LODGED
- - IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No Action
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING
INSTRUCTIONS IN THIS MARKET. ABSENCE
OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
1 Management report of the Board of Directors Non-Voting No Action
and reports of the Statutory Auditor on
the FY 2009
2 Approve the presentation of the consolidated Mgmt No Action
financial statements for the YE 31 DEC 2009;
the non-consolidated annual accounts for the
YE 31 DEC 2009, including appropriation
of profit
3 Grant discharge to the Directors for duties Mgmt No Action
performed during the YE 31 DEC 2009
4 Grant discharge to the Statutory Auditor for Mgmt No Action
duties performed during the YE 31 DEC 2009
5.1.1 Re-elect Jean-Louis Beffa for a term of 3 years, Mgmt No Action
whose current term of office expire at the
end of this general meeting
5.1.2 Re-elect Victor Delloye for a term of 3 years, Mgmt No Action
whose current term of office expire at the
end of this general meeting
5.1.3 Re-elect Maurice Lippens for a term of 3 years, Mgmt No Action
whose current term of office expire at the
end of this general meeting
5.1.4 Re-elect Michel Plessis-Belair for a term of Mgmt No Action
3 years, whose current term of office expire
at the end of this general meeting
5.1.5 Re-elect Amaury de Seze for a term of 3 years, Mgmt No Action
whose current term of office expire at the
end of this general meeting
5.1.6 Re-elect Jean Stephenne for a term of 3 years, Mgmt No Action
whose current term of office expire at the
end of this general meeting
5.1.7 Re-elect Gunter Thielen for a term of 3 years, Mgmt No Action
whose current term of office expire at the
end of this general meeting
5.1.8 Re-elect Arnaud Vial for a term of 3 years, Mgmt No Action
whose current term of office expire at
the end of this general meeting
5.2.1 Approve to establish in accordance with Article Mgmt No Action
526(b) of the Company Code, the independence
of Jean-Louis Beffa
5.2.2 Approve to establish in accordance with Article Mgmt No Action
526(b) of the Company Code, the independence
of Maurice Lippens
5.2.3 Approve to establish in accordance with Article Mgmt No Action
526(b) of the Company Code, the independence
of Jean Stephenne
5.2.4 Approve to establish in accordance with Article Mgmt No Action
526(b) of the Company Code, the independence
of Gunter Thielen
5.3 Approve to renew the mandate of the Statutory Mgmt No Action
Auditor, Deloitte Reviseurs d'Entreprises
SC S.F.D. SCRL, represented by Michel Denayer,
for a term of 3 years and to set this Company's
fees at EUR 70,000 a year, which amount is
non indexable and exclusive of VAT
6 Approve to set, in accordance with the decisions Mgmt No Action
on the establishment of a stock option plan
by the general meeting of 24 APR 2007, at EUR
12.5 million the maximum value of the shares
in relation to the options to be granted in
2010
7 Miscellaneous Non-Voting No Action
- --------------------------------------------------------------------------------------------------------------------------
HANG SENG BANK LTD Agenda Number: 702313254
- --------------------------------------------------------------------------------------------------------------------------
Security: Y30327103
Meeting Type: AGM
Meeting Date: 14-May-2010
Ticker:
ISIN: HK0011000095
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE Non-Voting No vote
OF "ABSTAIN" WILL BE TREATED THE SAME AS A
"TAKE NO ACTION" VOTE.
1 Receive the Audited financial statements and Mgmt For For
the reports of the Directors and the Auditors
for the YE 31 DEC 2009
2.a Re-elect Dr. John C.C. Chan as a Director, who Mgmt For For
retires
2.b Re-elect Mr. William W. Leung as a Director, Mgmt For For
who retires
2.c Re-elect Dr. Eric K.C. Li as a Director, who Mgmt For For
retires
2.d Re-elect Dr. Vincent H.S. Lo as a Director, Mgmt For For
who retires
2.e Re-elect Mr. Iain J. Mackay as a Director, who Mgmt For For
retires
2.f Re-elect Mrs. Dorothy K.Y.P. Sit as a Director, Mgmt For For
who retires
3 Re-appoint KPMG as the Auditors and authorize Mgmt For For
the Directors of the Company to fix their remuneration
4 Authorize the Directors of the Company, to purchase Mgmt For For
shares of the Company during the relevant
period, not exceeding 10% of the aggregate
nominal amount of the issued share capital
on the Stock Exchange of Hong Kong Limited
or any other Stock Exchange recognized by the
Securities and Futures Commission of Hong
Kong and the Stock Exchange of the Hong Kong
Limited under the Hong Kong Code on share repurchases;
Authority expires the earlier of the conclusion
of the next AGM or the expiration of the
period within which the next AGM of the Company
is required by the Companies Ordinance to be
held
5 Authorize the Directors of the Company, pursuant Mgmt Against Against
to Section 57B of the Companies Ordinance,
to allot, issue and deal with additional shares
in the capital of the Company and make or
grant offers, agreements and options
during and after the relevant period, not exceeding
where the shares to be allotted wholly for
cash, 5% and in any event 20% of the aggregate
nominal amount of the share capital of the
Company, otherwise than pursuant to i) a
rights issue; or ii) the exercise of rights
of subscription or conversion under the
terms of any warrants issued by the Company
or any securities which are convertible into
shares of the Company; or iii) the exercise
of options or similar arrangement; or iv)
any scrip dividend or similar arrangement;
Authority expires the earlier of the conclusion
of the next AGM of the CONTD
- - CONTD Company or the expiration of the period Non-Voting No vote
within which the next AGM of the Company
is required by the Companies ordinance to be
held
- --------------------------------------------------------------------------------------------------------------------------
HELLENIC PETROLEUM SA, ATHENS Agenda Number: 702418713
- --------------------------------------------------------------------------------------------------------------------------
Security: X3234A111
Meeting Type: AGM
Meeting Date: 02-Jun-2010
Ticker:
ISIN: GRS298343005
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the report on the administration of Mgmt No Action
2009 and submission of Board of Director's
and chartered Auditors' reports on Company's
and consolidated financial statements
for 2009
2 Approve the Company's financial statements and Mgmt No Action
the consolidated ones for 2009
3 Approve the profits disposal Mgmt No Action
4 Approve to dismissal of Board of Director and Mgmt No Action
the Auditors from every compensational
liability for 2009
5 Approve the Board of Director's remuneration Mgmt No Action
for 2009 and its determination for 2010
6 Approve the remunerations of Board of Director's Mgmt No Action
president and managing consultant and
their determination for 2010
7 Election of chartered Auditors for 2010 and Mgmt No Action
determination of their salaries
8 Approve the Board of Director's decision on Mgmt No Action
stock option plan for 2010
9 Approve the extension and modification of the Mgmt No Action
current stock option plan
10 Approve the commitment and of non-distribution Mgmt No Action
of taxed reserves regarding the covering
of own participation
11 Amend the Article 2 of Company's association Mgmt No Action
referring to Company's headquarters
- --------------------------------------------------------------------------------------------------------------------------
HELLENIC TELECOMMUNICATIONS ORGANIZATION S A Agenda Number: 702449011
- --------------------------------------------------------------------------------------------------------------------------
Security: X3258B102
Meeting Type: AGM
Meeting Date: 16-Jun-2010
Ticker:
ISIN: GRS260333000
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve the Management report of the Board of Mgmt No Action
Directors, the audit report prepared by
Certified Auditors on the Separate and Consolidated
Financial Statements of OTE S.A. ended
on 31 DEC 2009, as well as of the Annual
Financial Statements both Separate and
Consolidated of the FY 2009 1/1/2009-31/12/2009
; and the profit distribution and dividend
payment
2 Approve the exoneration of the members of the Mgmt No Action
Board of Directors and the Auditors of
all liability, for the FY 2009, pursuant to
Article 35 of C.L.2190/1920
3 Appointment of Chartered Auditors for the Ordinary Mgmt No Action
Audit of the financial statements of OTE
S.A. both Separate and Consolidated , in accordance
with the International Financial Reporting
Standards, for the fiscal year 2010 and approve
the determination of their fees
4 Approve the remuneration paid to the members Mgmt No Action
of the Board of Directors, the Audit Committee
and the Compensation & Human Resources Committee
for the fiscal year 2009 and determination
of their remuneration for the FY 2010
5 Approve the disbursement by OTE of an amount Mgmt No Action
for public welfare purposes in lieu of the
payment of a special performance bonus in cash
to the Chairman of the Board of Directors and
CEO for the FY 2009
6 Approve the renewal of the contract for the Mgmt No Action
insurance coverage of the Company's
members of the Board of Directors and Officers
against liabilities incurred in the exercise
of their responsibilities, duties or authorities
and granting of power to sign it
7 Approve to grant the special permission by the Mgmt No Action
General Meeting pursuant to Article 23a,
paragraphs 2 and 4 of C.L.2190/1920, for the
approval of the amendment of terms of contracts
concluded between members of the Company's
Board of Directors and the Company
8 Approve the amendment of Article 2 Object Mgmt No Action
of the Company's Articles of Incorporation
in force, for the purpose of expanding its
business activities
9 Approve to grant the special permission by the Mgmt No Action
General Meeting pursuant to Article 23a,
para. 2 of C.L.2190/1920, for the conclusion
of a loan offered by the Deutsche Telekom
Group to OTE S.A., under financial terms and
conditions equal to or better than
the financial terms and conditions offered
by a third party / Assignment of relevant powers
10 Approve the announcement of the re-composition Mgmt No Action
of the Board of Directors, according to
Article 9 para 4 of the Company's Articles
of Incorporation
11 Appointment of members of the Audit Committee, Mgmt No Action
pursuant to Article 37 of Law 3693/2008
12 Miscellaneous announcements Mgmt No Action
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No Action
REACH QUORUM, THERE WILL BE A SECOND CALL
ON 28 JUN 2010. 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.
- --------------------------------------------------------------------------------------------------------------------------
HELLENIC TELECOMMUNICATIONS ORGANIZATION S A Agenda Number: 702526344
- --------------------------------------------------------------------------------------------------------------------------
Security: X3258B102
Meeting Type: OGM
Meeting Date: 28-Jun-2010
Ticker:
ISIN: GRS260333000
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE BE INFORMED THAT IN THE MEETING HELD Non-Voting No vote
ON 16 JUN 2010, ALL ITEMS OF THE AGENDA WERE
APPROVED, EXCEPT RESOLUTION 8 DUE TO LACK OF
THE QUORUM REQUIRED. THANK YOU.
1. Approve the modification of Article 2 of the Mgmt No Action
Company's Association referring to the Company's
scope in order to expand it's activities
- --------------------------------------------------------------------------------------------------------------------------
HENDERSON LAND DEVELOPMENT CO LTD Agenda Number: 702401821
- --------------------------------------------------------------------------------------------------------------------------
Security: Y31476107
Meeting Type: AGM
Meeting Date: 01-Jun-2010
Ticker:
ISIN: HK0012000102
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE Non-Voting No vote
OF "ABSTAIN" WILL BE TREATED THE SAME AS A
"TAKE NO ACTION" VOTE.
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE Non-Voting No vote
BY CLICKING ON THE URL LINK: http://www.hkexnews.hk/listedco/listconews/sehk/20100428/LTN20100428254.pdf
1 Receive the audited accounts and the reports Mgmt For For
of the Directors and the Auditors for
the 18 months ended 31 DEC 2009
2 Declare a final dividend Mgmt For For
3.1 Re-elect Mr. Lee King Yue as a Director Mgmt For For
3.2 Re-elect Mr. Li Ning as a Director Mgmt For For
3.3 Re-elect Mr. Lee Tat Man as a Director Mgmt For For
3.4 Re-elect Sir Po-shing Woo as a Director Mgmt For For
3.5 Re-elect Mr. Gordon Kwong Che Keung as a Director Mgmt For For
3.6 Re-elect Professor Ko Ping Keung as a Director Mgmt For For
4 Re-appoint the Auditors and authorize the Directors Mgmt For For
to fix their remuneration
5.A Authorize the Directors to repurchase shares Mgmt For For
5.B Authorize the Directors to allot new shares Mgmt Against Against
5.C Authorize the Directors to allot new shares Mgmt For For
equal to the aggregate nominal amount of
share capital purchased by the Company
5.D Approve to increase the authorized share capital Mgmt Against Against
of HKD 10,000,000,000 and authorize a Director
to execute any documents or to do all acts
in relation thereto
- --------------------------------------------------------------------------------------------------------------------------
HENDERSON LAND DEVELOPMENT CO LTD Agenda Number: 702430062
- --------------------------------------------------------------------------------------------------------------------------
Security: Y31476107
Meeting Type: EGM
Meeting Date: 01-Jun-2010
Ticker:
ISIN: HK0012000102
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE Non-Voting No vote
OF "ABSTAIN" WILL BE TREATED THE SAME AS A
"TAKE NO ACTION" VOTE.
PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE Non-Voting No vote
BY CLICKING ON THE URL LINK: http://www.hkexnews.hk/listedco/listconews/sehk/20100512/LTN20100512146.pdf
1. Approve the Bonus Warrants Issue and the transactions Mgmt Against Against
as contemplated thereunder [as specified]
- --------------------------------------------------------------------------------------------------------------------------
HENNES & MAURITZ AB Agenda Number: 702355733
- --------------------------------------------------------------------------------------------------------------------------
Security: W41422101
Meeting Type: AGM
Meeting Date: 29-Apr-2010
Ticker:
ISIN: SE0000106270
- --------------------------------------------------------------------------------------------------------------------------
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 NOT ALL SUB CUSTODIANS IN SWEDEN Non-Voting No vote
ACCEPT ABSTAIN AS A VALID VOTE OPTION. THANK
YOU
1 Opening of the AGM Non-Voting No vote
2 The election of Lawyer Sven Unger as a Chairman Non-Voting No vote
for the AGM as proposed by the Election Committee
3 Address by Managing Director Karl-Johan Persson Non-Voting No vote
followed by an opportunity to ask questions
about the Company
4 Establishment and the voting list Non-Voting No vote
5 Approval of the agenda Non-Voting No vote
6 The election of people to check the minutes Non-Voting No vote
7 Examination of whether the meeting was duly Non-Voting No vote
convened
8.a Presentation of the annual accounts and the Non-Voting No vote
Auditors' report as well as the consolidated
accounts and the consolidated Auditors' report,
and the Auditors' statement on whether the
guidelines for remuneration to Senior Executives
applicable since the last AGM have been specified
8.b Statement by the Company's Auditor and the Chairman Non-Voting No vote
of the Auditing Committee
8.c Statement by the Chairman of the Board on the Non-Voting No vote
work of the Board
8.d Statement by the Chairman of the Election Committee Non-Voting No vote
on the work of the Election Committee
9.a Adopt the income statement and the balance sheet Mgmt For For
as well as the consolidated income statement
and the consolidated balance sheet
9.b Approve a dividend to the Shareholders of SEK Mgmt For For
16.00 per share; the Board of Directors has
proposed Tuesday 04 MAY 2010 as the record
date; if the resolution is passed, dividends
are expected to be paid out by Euroclear Sweden
AB on Friday 07 MAY 2010
9.c Grant discharge to the Members of the Board Mgmt For For
and the Managing Director from liability to
the Company
10 Approve the establishment of the number of Board Mgmt For For
Members at 8 and with no Deputy Board Members
11 Approve the establishment of fees to the Board Mgmt For For
and the Auditors as specified
12 Election of Anders Dahlvig and Christian Sievert Mgmt For For
as the New Members and re-elect Mia Brunell
Livfors, Lottie Knutson, Sussi Kvart, Bo Lundquist,
Stefan Persson and Melker Schorling; Chairman
of the Board: re-election of Stefan Persson;
Stig Nordfelt has declined re-election
13 Approve the establishment of principles for Mgmt For For
the Election Committee and election of Members
of the Election Committee as specified
14 Approve the resolution on share split and amend Mgmt For For
Section 4 of the Articles of Association
15 Approve the guidelines for remuneration to Senior Mgmt For For
Executives as specified
16 Closing of the AGM Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
HERMES INTL SCA Agenda Number: 702402025
- --------------------------------------------------------------------------------------------------------------------------
Security: F48051100
Meeting Type: MIX
Meeting Date: 07-Jun-2010
Ticker:
ISIN: FR0000052292
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
CMMT 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 Approve the Company accounts Mgmt For For
O.2 Approve the consolidated accounts Mgmt For For
O.3 Grant discharge Mgmt For For
O.4 Approves the allocation of result Mgmt For For
O.5 Approve the regulated agreements and commitments Mgmt For For
O.6 Appointment of a new member of the Supervisory Mgmt For For
Board
O.7 Approve the Directors' fees and remuneration Mgmt For For
O.8 Authorize the Board of Directors for the Company Mgmt For For
to operate on its own shares
O.9 Powers Mgmt Against Against
E.10 Grant authority to cancel some or all shares Mgmt For For
purchased by the Company (Article L.
225-209) general cancellation programme
E.11 Amend the Articles of Association Mgmt For For
E.12 Powers Mgmt Against Against
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON
THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2010/0416/201004161001258.pdf
- --------------------------------------------------------------------------------------------------------------------------
HOLCIM LTD, RAPPERSWIL-JONA Agenda Number: 702366231
- --------------------------------------------------------------------------------------------------------------------------
Security: H36940130
Meeting Type: AGM
Meeting Date: 06-May-2010
Ticker:
ISIN: CH0012214059
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting No Action
REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES
AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY.
UPON RECEIPT OF THE VOTING INSTRUCTION, IT
IS POSSIBLE THAT A MARKER MAY BE PLACED ON
YOUR SHARES TO ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE.
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No Action
MEETING NOTICE SENT UNDER MEETING 690761 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.
1.1 Approve the annual report, annual consolidated Mgmt No Action
financial statements of the Group and annual
financial statements of Holcim Ltd
1.2 Approve the remuneration report in an advisory Mgmt No Action
vote
2. Grant discharge to the Members of the Board Mgmt No Action
of Directors and the persons entrusted with
Management during the 2009 FY
3. Approve the appropriation of retained earnings, Mgmt No Action
determination of the dividend and the time
of payment; no dividend is paid on treasury
shares; the amount of the dividend payment
will be reduced in relation to dividends attributable
to treasury shares held by the Company and
its affiliates
4.1.1 Re-elect Markus Akermann as a Member of the Mgmt No Action
Board of Directors for a further term of office
of three years
4.1.2 Re-elect Peter Kupfer as a Member of the Board Mgmt No Action
of Directors for a further term of office of
three years
4.1.3 Re-elect Dr. Rolf Soiron as a Member of the Mgmt No Action
Board of Directors for a further term of office
of three years
4.2 Election of Dr. Beat Hess to the Board of Directors Mgmt No Action
for a term of office of three years
4.3 Election of Ernst and Young Ltd as the Auditors Mgmt No Action
5. Amend the Article 4 of the Articles of Incorporation Mgmt No Action
- --------------------------------------------------------------------------------------------------------------------------
HONG KONG & CHINA GAS LTD Agenda Number: 702391347
- --------------------------------------------------------------------------------------------------------------------------
Security: Y33370100
Meeting Type: AGM
Meeting Date: 28-May-2010
Ticker:
ISIN: HK0003000038
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE Non-Voting No vote
BY CLICKING ON THE URL LINK: http://www.hkexnews.hk/listedco/listconews/sehk/20100423/LTN20100423298.pdf
CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE Non-Voting No vote
OF "ABSTAIN" WILL BE TREATED THE SAME AS A
"TAKE NO ACTION" VOTE.
1 Receive the statement of accounts for the FYE Mgmt For For
31 DEC 2009 and the reports of the Directors
and Auditors thereon
2 Declare a final dividend Mgmt For For
3.I Re-elect Mr. Leung Hay Man as a Director Mgmt For For
3.II Re-elect Mr. Lee Ka Kit as a Director Mgmt For For
3.III Re-elect Mr. James Kwan Yuk Choi as a Director Mgmt For For
3.IV Re-elect Professor Poon Chung Kwong as a Director Mgmt For For
4 Re-appoint PricewaterhouseCoopers as the Auditors Mgmt For For
and authorize the Directors to fix their remuneration
5 Approve each Director's fee, the additional Mgmt For For
fee for the Chairman and the fee for each
member of the Audit Committee
6.I Approve the issue of Bonus Shares Mgmt For For
6.II Approve to renew the general mandate to the Mgmt For For
Directors for repurchase of Shares
6.III Approve to renew the general mandate to the Mgmt Against Against
Directors for the issue of additional
Shares
6.IV Authorize the Board of Directors to allot, issue Mgmt Against Against
or otherwise deal with additional Shares
equal to the number of Shares repurchased under
Resolution 6(II)
- --------------------------------------------------------------------------------------------------------------------------
HONG KONG AIRCRAFT ENGINEERING CO HAECO LTD Agenda Number: 702323192
- --------------------------------------------------------------------------------------------------------------------------
Security: Y29790105
Meeting Type: AGM
Meeting Date: 11-May-2010
Ticker:
ISIN: HK0044000302
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE Non-Voting No vote
OF "ABSTAIN" WILL BE TREATED THE SAME AS A
"TAKE NO ACTION" VOTE.
1 Declare a final dividend Mgmt For For
2.a Re-elect Christopher Dale Pratt as a Director Mgmt For For
2.b Re-elect Michelle Low Mei Shuen as a Director Mgmt For For
2.c Re-elect Christopher Patrick Gibbs as a Director Mgmt For For
2.d Re-elect Peter Andre Johansen as a Director Mgmt For For
2.e Re-elect Albert Lam Kwong Yu as a Director Mgmt For For
2.f Re-elect David Tong Chi Leung as a Director Mgmt For For
3 Re-appoint PricewaterhouseCoopers as the Auditors Mgmt For For
and authorize the Directors to fix their remuneration
4 Authorize the Directors of the Company to make Mgmt For For
on-market share repurchases within the meaning
of the Code on Share Repurchases , during the
relevant period, not exceeding 10% of the
aggregate nominal amount of the shares in
issue at the date of passing this resolution;
Authority expires the earlier of the conclusion
of the next AGM of the Company or the expiration
of the period within which the next AGM
is to be held by law
5 Authorize the Directors of the Company to allot, Mgmt Against Against
issue and deal with additional shares
and to make or grant offers, agreements and
options which will or might require the exercise
of such powers during or after the end of
the relevant period, not exceeding 20% of the
aggregate nominal amount of the shares in issue
at the date of passing this resolution provided
that the aggregate nominal amount of the
shares so allotted or so agreed
conditionally or unconditionally to be allotted
pursuant to this resolution wholly for cash
shall not exceed 5% of the aggregate nominal
amount of the shares in issue at the date
of passing this resolution, CONTD.
- - CONTD. otherwise than pursuant to i) a Rights Non-Voting No vote
Issue or ii) any scrip dividend or similar
arrangement providing for the allotment of
shares in lieu of the whole or part of a
dividend on shares; Authority expires the
earlier of the conclusion of the next AGM
of the Company or the expiration of the period
within which the next AGM is to be held
by law
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF CONSERVATIVE RECORD DATE. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
HONGKONG ELECTRIC HOLDINGS LTD Agenda Number: 702323130
- --------------------------------------------------------------------------------------------------------------------------
Security: Y33549117
Meeting Type: AGM
Meeting Date: 06-May-2010
Ticker:
ISIN: HK0006000050
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE Non-Voting No vote
OF "ABSTAIN" WILL BE TREATED THE SAME AS A
"TAKE NO ACTION" VOTE.
1 Receive the audited financial statements and Mgmt For For
the reports of the Directors and Auditor for
the YE 31 DEC 2009
2 Declare a final dividend Mgmt For For
3.i Election of Mr. Lee Lan Yee, Francis as a Director Mgmt For For
3.ii Election of Mr. Frank John Sixt as a Director Mgmt For For
4 Re-appoint KPMG as the Auditor of the Company Mgmt For For
and authorize the Directors to fix the Auditor's
remuneration
5 Authorize the Directors, during and after the Mgmt Against Against
relevant period, to issue and dispose of
additional shares of the Company not exceeding
20% of the existing issued share capital of
the Company, and grant offers or options including
bonds and debentures convertible into shares
of the Company ; Authority expires the
earlier of the conclusion of the next AGM of
the Company or the expiration of the period
within which the next AGM is required by law
to be held
6 Authorize the Directors of the Company, to repurchase Mgmt Against Against
shares of HKD 1.00 each in the issued capital
of the Company during the relevant period,
in accordance with all applicable
laws and requirements of the Rules Governing
the Listing of Securities on the Stock Exchange
of Hong Kong Limited as amended from
time to time, not exceeding 10% of the aggregate
nominal amount of the issued share capital
of the Company at the date of this resolution;
Authority expires the earlier of the conclusion
of the next AGM of the Company or the
expiration of the period within which the next
AGM is required by law to be held
7 Approve to extend the general mandate granted Mgmt Against Against
to the Directors to issue and dispose of
additional shares pursuant to Resolution 5
set out in the notice convening this meeting
by the addition thereto of an amount representing
the aggregate nominal amount of the share
capital of the Company repurchased by the
Company under the authority granted pursuant
to Resolution 6 as specified, provided
that such amount shall not exceed 10% of the
aggregate nominal amount of the issued share
capital of the Company as at the date of
the said Resolution
S.8 Amend the Articles of Association of the Company Mgmt For For
be altered by deleting the last sentence
in Article 99 and substituting therefor the
following sentence as specified
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF CONSERVATIVE RECORD DATE. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
HSBC HOLDINGS PLC, LONDON Agenda Number: 702327239
- --------------------------------------------------------------------------------------------------------------------------
Security: G4634U169
Meeting Type: AGM
Meeting Date: 28-May-2010
Ticker:
ISIN: GB0005405286
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the annual accounts and reports of the Mgmt For For
Director's and of the Auditor for the YE 31
DEC 2009
2. Approve the Director's remuneration report for Mgmt For For
the YE 31 DEC 2009
3.a Re-elect R. A. Fairhead as a Director Mgmt For For
3.b Re-elect M. F. Geoghegan as a Director Mgmt For For
3.c Re-elect S. K. Green as a Director Mgmt For For
3.d Re-elect G. Morgan as a Director Mgmt For For
3.e Re-elect N. R. N. Murthy as a Director Mgmt For For
3.f Re-elect S. M. Robertson as a Director Mgmt For For
3.g Re-elect J. L. Thornton as a Director Mgmt For For
3.h Re-elect Sir Brian Williamson as a Director Mgmt For For
4. Re-appoint KPMG Audit PLC as the Auditor at Mgmt For For
remuneration to be determined by the Group
Audit Committee
5. Authorize the Directors, pursuant to and for Mgmt Against Against
the purposes of Section 551 of the Companies
Act 2006 [the Act] Company to allot shares
in the Company and to grant rights to subscribe
for, or to convert any security into, shares
in the Company up to an aggregate nominal amount
of GBP 100,000 [in the form of 10,000,000 Non-cumulative
Preference Shares of GBP 0.01 each], EUR 100,000
[in the form of 10,000,000 non-cumulative preference
shares of EUR 0.01 each], USD 85,500 [in the
form of 8,550,000 Non-Cumulative Preference
Shares of USD 0.01 each] and USD 1,742,319,000
[in the form of 3,484,638,000 ordinary shares
of USD 0.50 each in the capital of the Company
[Ordinary Shares] [the latter being equal to
approximately 20 per cent of the nominal amount
of Ordinary Shares of the Company in issue
at the latest practicable date prior to the
printing of the Notice of this Meeting]; provided
that this authority shall be limited so that,
otherwise than pursuant to: (a) a right issue
or other issue the subject of an offer or invitation,
open for acceptance for a period fixed by the
Directors, to: i) holders of Ordinary Shares
where the shares respectively attributable
to the interests of all holders of Ordinary
Shares are proportionate [or as nearly as may
be] to the respective number of Ordinary Shares
held by them; and ii) holders of Securities,
Bonds, Debentures or Warrants which, in accordance
with the rights attaching thereto, are entitled
to participate in such a rights issue or other
issue or as the Directors consider necessary,
but subject to such exclusions or other arrangements
as the Directors may deem necessary or expedient
in relation to record dates, fractional entitlements
or securities represented by depositary receipts
or having regard to any restrictions, obligations,
practical or legal problems under the laws
of or the requirements of any regulatory body
or Stock Exchange in any territory or otherwise
howsoever, or (b) the terms of any Share Plan
for employees of the Company or any of its
subsidiary undertakings; or (c) any scrip dividend
scheme or similar arrangements implemented
in accordance with the Articles of Association
of the Company; or (d) the allotment of up
to 10,000,000 Non-cumulative Preference Shares
of GBP 0.01 each, 10,000,000 Non-cumulative
Preference Shares of EUR 0.01 each and 8,550,000
Non-cumulative Preference Shares of USD 0.01
each in the capital of the Company, the nominal
amount of shares to be allotted or rights to
subscribe for, or to convert any security into,
shares to be granted by the Directors pursuant
to this authority wholly for cash shall not
in aggregate exceed USD 435,579,750 [being
equal to approximately 5% of the Ordinary Shares
of the Company in issue at the latest practical
date prior to the printing of the Notice of
this Meeting] [Authority expires at the conclusion
of the AGM of the Company to be held in 2011]
and the Directors may allot shares or grant
rights to subscribe for, or to convert any
security into, shares [as the case may be]
in pursuance of such offers or agreements as
if the authority conferred be had not expired
S.6 Authorize the Directors, subject to the passing Mgmt Against Against
of Resolution 5 as specified, pursuant to Section
570 of the Companies Act 2006 [the Act] to
allot equity securities [within the meaning
of Section 560 of the Act] [disapplying the
statutory pre-exemption rights 561(1) of the
Act]; [Authority expires at the conclusion
of the AGM of the Company to be held in 2011]
save that this authority shall allow the Company
before the expiry of this power to make offers
or agreements which would or might require
equity securities to be allotted after such
expiry and the Directors may allot equity securities
in pursuance of such offers or agreements as
if the power conferred hereby had not expired
S.7 Amend the Articles of Association of the Company Mgmt For For
as specified: (a) by deleting Article 55.2
in its entirely and renumbering the remainder
of Article 55 accordingly; (b) by inserting
into Article 55.2 [as renumbered pursuant to
this Resolution] the words include such statements
as are required by the Act and shall in any
event so that Article 55.2 shall begin as specified
(c) by deleting from Article 60.1 the words
the same day in the next week at the same time
and place, or to such other day and substituting
therefore the words such day [being not less
than ten clear days after the original meeting]
so that Article 60.1 reads as specified; (d)
by inserting into Article 73.3 the words, subject
to the Act, and deleting the words , on a poll,
so that Article 73.3 as specified; (e) by deleting
Article 74 in its entirely and renumbering
Articles 75, 76 and 77 accordingly; (f) by
inserting into Article 76 [as renumbered pursuant
to paragraph (e) of this Resolution] the following
new Article 76.2 to 76.4; and (g) by inserting
a new Article 77 as specified
8 Approve the amendment to the trust deed and Mgmt For For
rules of the HSBC Holding UK Share Incentive
Plan [UK SIP] [as specified] to extend the
termination date of the UK SIP from 29 MAY
2010 to 28 MAY 2020 and authorize the Directors
to do whatever may be necessary or expedient
to carry the amended UK SIP into effect including
making such changes as may be necessary or
expedient to secure the approval of HM Revenue
& Customs under Schedule 2 to the Income Tax
[Earning and pension] Act 2003; and to establish
for the benefit of non-United Kingdom resident
employees of the Company or of any of its direct
or indirect subsidiaries such further all-employee
share incentive plans as the Directors shall
from time to time consider appropriate, provided
that; i) any such further plans are based on
or similar to the UK SIP or any part or parts
thereof but with such variations as the Directors
may consider necessary or desirable, taking
into account local tax, exchange control and
securities laws in relevant overseas countries
or territories; and ii) where Ordinary Shares
of USD 0.50 each in the capital of the Company
[Ordinary Shares] made available under such
further plans are newly issued such Ordinary
Shares shall be counted against to overall
limit applicable to the Company's Employee
Share Plans, and so that for this purpose establishing
a plan also includes participating in any plan
established or operated by any direct or indirect
subsidiary or establishing or participating
in a sub-plan or adopting such other method
or approach as the Directors consider appropriate
to achieve the relevant objectives
S.9 Approve, that the Company General Meetings [other Mgmt For For
than AGMs] being called on a minimum of 14
clear days' notice
- --------------------------------------------------------------------------------------------------------------------------
IBERDROLA RENOVABLES SA, VALENCIA Agenda Number: 702414575
- --------------------------------------------------------------------------------------------------------------------------
Security: E6244B103
Meeting Type: OGM
Meeting Date: 09-Jun-2010
Ticker:
ISIN: ES0147645016
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve the individual and consolidated accounts Mgmt For For
2 Approve the Management report and the Management Mgmt For For
report of the consolidated group
3 Approve the Management of the Board Members Mgmt For For
4 Re-elect the Auditor for the Company and for Mgmt For For
their consolidated group
5 Approve the application of the result of the Mgmt For For
distribution of the dividend according
to the social exercise in 2009
6.A Appointment of Mr. Emilio Ontiveros Baeza appointed Mgmt For For
by cooptation, as External Independent Board
Member
6.B Appointment of Mr. Manuel Amigo Mateos appointed Mgmt For For
by cooptation, as External Independent Board
Member
6.C Appointment of Mr. Juan Manuel Gonzalez appointed Mgmt For For
by cooptation, as External Independent Board
Member
6.D Appointment of Mr. Gustavo Buesa Ibanez appointed Mgmt For For
by cooptation, as External Independent Board
Member
7 Authorize the Board members to purchase own Mgmt For For
shares through the Company or subsidiaries
8 Authorize the Board members to create and resource Mgmt For For
association and foundations according
to the law
9 Amend the Article 9, 43, and 53 of the bylaws Mgmt For For
10 Approve the editing of the regulation of the Mgmt For For
general meeting
11 Approve to delegation of powers Mgmt For For
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No vote
REACH QUORUM, THERE WILL BE A SECOND CALL
ON 10 JUN 2010. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS
THE AGENDA IS AMENDED. THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
IBERIA LINEAS AEREAS DE ESPANA SA Agenda Number: 702430238
- --------------------------------------------------------------------------------------------------------------------------
Security: E6167M102
Meeting Type: OGM
Meeting Date: 01-Jun-2010
Ticker:
ISIN: ES0147200036
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No vote
REACH QUORUM, THERE WILL BE A SECOND CALL ON
02 JUN 2010. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE
AGENDA IS AMENDED. THANK YOU.
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 699230 DUE TO RECEIPT OF DIRECTOR NAMES.
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 annual accounts and the management Mgmt For For
report of Iberia, Lineas Aereas De Espana,
SA and its consolidated group of Companies
for the YE 31 DEC 2009 and proposal application
of the result
2 Approve the management developed by the Board Mgmt For For
Directors during 2009
3.1 Ratify the appointment and re-appointment of Mgmt For For
D. Antonio Vazquez Romero as a Director
3.2 Ratify the appointment and re-appointment of Mgmt For For
D. Rafael Sanchez-Lozano Turmo as a Director
3.3 Ratify the appointment and re-appointment of Mgmt For For
Mr. Keith Williams as a Director
3.4 Ratify the appointment and re-appointment of Mgmt For For
D. Rodrigo de Rato y Figaredo as a Director
3.5 Ratify the appointment and re-appointment of Mgmt For For
Mr. Roger Paul Maynard as a Director
3.6 Ratify the appointment and re-appointment of Mgmt For For
D. Jorge Pont Sanchez as a Director
3.7 Ratify the appointment and re-appointment of Mgmt For For
Valoracion Y Control, S.L as a Director
4 Re-elect the Auditor of the Company and its Mgmt For For
consolidated group of Companies for the YE
for the year 2010
5 Approve the overall ceiling of remuneration Mgmt For For
of the Directors
6 Authorize the Board of Directors for the acquisition Mgmt For For
of shares of Iberia, Lineas Aereas de Espana,
Sociedad Anonima, directly or through controlled
companies, within 18 months from the resolution
of the Board, for which purpose the authorization
granted by the AGM of shareholders held on
03 JUN 2009
7 Authorize the Board of Directors, with powers Mgmt For For
of substitution, for the formalization, correction,
registration, interpretation, development and
execution of the resolutions adopted
- --------------------------------------------------------------------------------------------------------------------------
ILIAD, PARIS Agenda Number: 702375569
- --------------------------------------------------------------------------------------------------------------------------
Security: F4958P102
Meeting Type: MIX
Meeting Date: 25-May-2010
Ticker:
ISIN: FR0004035913
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
CMMT 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 Approve the financial statements Mgmt For For
O.2 Approve allocation of income for the FYE on Mgmt For For
31 DEC 2009 as reflected in the annual financial
statements and setting of the dividend
O.3 Approve the consolidated financial statements Mgmt For For
O.4 Approve the report on the Agreements pursuant Mgmt For For
to Article L.225-38 of the Commercial
Code
O.5 Approve the determination of the attendance Mgmt For For
allowances
O.6 Authorize the Board of Directors for the Company Mgmt For For
to purchase its own shares
E.7 Authorize the Board of Directors to decide to Mgmt Against Against
issue, with preferential subscription
rights, shares or securities giving access
to the capital of the Company, of a company
controlled by the Company or a company that
the Company controls
E.8 Authorize the Board of Directors to decide to Mgmt Against Against
issue, with cancellation of the preferential
subscription rights and by way of public offering,
shares or securities giving access to the
capital of the Company, of a company
controlled by the Company or a company that
the Company controls
E.9 Authorize the Board of Directors, in the event Mgmt Against Against
of issuance with cancellation of the preferential
subscription rights of the shareholders of
shares or securities giving access to
the capital of the Company, of a company
controlled by the Company or a company
that the Company controls, to set the issue
price according to the terms determined by
the general meeting
E.10 Authorize the Board of Directors to increase Mgmt Against Against
the number of issuable securities
in the event of capital increase with or without
preferential subscription rights
E.11 Authorize the Board of Directors to issue shares Mgmt Against Against
of the Company or securities giving access
to the capital of the Company in the event
of public offering with an exchange component
initiated by the Company
E.12 Approve the delegation of powers to the Board Mgmt Against Against
of Directors to issue shares of the Company
and securities giving access to the capital
of the Company in consideration for the
contributions in kind granted to the Company
and composed of equity securities or
securities giving access to the capital
E.13 Authorize the Board of Directors to decide to Mgmt Against Against
issue shares of the Company reserved for
members of a Company Saving Plan in accordance
with the provisions in the Commercial
Code and Articles L.3332-18 et seq. of the
Code of Labor
E.14 Authorize the Board of Directors to reduce the Mgmt For For
share capital by cancellation of treasury
shares
E.15 Powers Mgmt For For
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON
THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2010/0419/201004191001265.pdf
- --------------------------------------------------------------------------------------------------------------------------
IMERYS, PARIS Agenda Number: 702305699
- --------------------------------------------------------------------------------------------------------------------------
Security: F49644101
Meeting Type: MIX
Meeting Date: 29-Apr-2010
Ticker:
ISIN: FR0000120859
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No Action
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE
- - French Resident Shareowners must complete, sign Non-Voting No Action
and forward the Proxy Card directly to the
sub custodian. Please contact your Client Service
Representative to obtain the necessary
card, account details and directions. The
following applies to Non-Resident Shareowners:
Proxy Cards: Voting instructions will be
forwarded to the Global Custodians that have
become Registered Intermediaries, on the
Vote Deadline Date. In capacity as
Registered Intermediary, the Global Custodian
will sign the Proxy Card and forward to
the local custodian. If you are unsure whether
your Global Custodian acts as Registered
Intermediary, please contact your representative
- - PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No Action
INFORMATION IS AVAILABLE BY CLICKING ON
THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2010/0322/201003221000751.pdf
O.1 Approve the Management and the Company's accounts Mgmt No Action
for the YE 31 DEC 2009
O.2 Approve the consolidated accounts for the YE Mgmt No Action
31 DEC 2009
O.3 Approve the allocation of the result to determine Mgmt No Action
the dividend for the YE 31 DEC 2009
O.4 Receive the Special Auditors report on a commitment Mgmt No Action
specified in Article L. 225-42-1 of the Code
du Commerce Commercial Code taken for the
CEO's benefit and approve the said commitment
O.5 Receive the Special Auditors report on a commitment Mgmt No Action
specified in Articles L. 225-38 and L. 225-42-1
of the Code du Commerce taken for the Deputy
CEO's benefit and approve the said commitment
O.6 Approve to renew the Directors mandate of M. Mgmt No Action
Jean Monville
O.7 Approve to renew the Directors mandate of M. Mgmt No Action
Robert Peugeot
O.8 Approve to renew the Directors mandate of M. Mgmt No Action
Amaury de Seze
O.9 Appointment of M. Olivier Pirotte as a New Director Mgmt No Action
to replace M. Thierry de
O.10 Appointment of M. Ian Gallienne as a New Director Mgmt No Action
O.11 Appointment of Mme. Fatine Layt as a New Director Mgmt No Action
O.12 Appointment of M. Pierre-Jean Sivignon as a Mgmt No Action
New Director
O.13 Approve to renew the Co-Auditors mandate held Mgmt No Action
by Deloitte & Associes
O.14 Approve to renew the Deputy Co-Auditors mandate Mgmt No Action
held by BEAS
O.15 Appointment of Ernst & Young & Autres as the Mgmt No Action
Auditors to replace Ernst &
O.16 Appointment of Auditex as a Deputy Co-Auditor Mgmt No Action
to replace M. Jean-Marc
O.17 Approve the Company to purchase its own shares Mgmt No Action
E.18 Authorize the Board of Directors to issue subscription Mgmt No Action
warrants and/or purchase shares (BSA),
refundable or otherwise, for employees and
Executive Directors of the Company and/or
its subsidiaries, or for a category of them,
without any shareholders preferential subscription
right
E.19 Approve the powers for formalities Mgmt No Action
- --------------------------------------------------------------------------------------------------------------------------
INDRA SISTEMAS SA, MADRID Agenda Number: 702450165
- --------------------------------------------------------------------------------------------------------------------------
Security: E6271Z155
Meeting Type: AGM
Meeting Date: 24-Jun-2010
Ticker:
ISIN: ES0118594417
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Examination and approval of the Annual Accounts Mgmt For For
and Management Report (including the information
in article 116 BIS of the LMV -Spanish Stock
Market Act- and the Annual Corporate Governance
Report) of Indra Sistemas, S.A. and its Consolidated
Group, corresponding to the financial year
closed on 31st December 2009, as well as the
proposal for the allocation of results
2 Approval of the management by the Board of Directors Mgmt For For
3 Approval as merger balance of the balance sheet Mgmt For For
passed in the first point of the agenda. Approval
of the merger of "Ceicom Europe, S.L. (Sole
Shareholder Company)" as merged Company and
"Indra Sistemas, S.A." as absorbing Company,
in accordance with the Merger Project approved
by their respective administration bodies.
Approval of submitting the merger to the tax
neutral regime regulated in the Spanish Corporation
Tax Act. For the purposes envisaged in article
40.2 of Law 3/2009 of April 3 2009 on structural
modifications of commercial companies (Ley
de Modificaciones Estructurales de las Sociedades
Mercantiles) the main information of the Merger
Project passed by their respective administration
bodies on 22nd April 2010, is the following:
Participating companies. Absorbing Company
"Indra Sistemas, S.A.", a Spanish Company with
its registered office in Alcobendas (Madrid),
Avenida de Bruselas 35, recorded in the Mercantile
Registry of Madrid, in Tome 865, Folio 28,
Page M-11339 and holder of Tax Identification
Code A- 28599033. Merged Company "Ceicom Europe,
S.L." (Sole Shareholder Company)", a Spanish
Company with its registered office in Alcobendas
(Madrid), Avenida de Bruselas 35, recorded
in the Mercantile Registry of Madrid, in Tome
16,888, Folio 164, Page M-2888738 and holder
of Tax Identification Code B- 83062950. 2.
The merger will be carried out in accordance
with article 40 of Law 3/2009 of April 3 2009
on structural modifications of commercial companies
(Ley de Modificaciones Estructurales de las
Sociedades Mercantiles) given that Indra Sistemas,
S.A. is the holder, directly or indirectly,
of 100% of the share capital of the absorbed
Company. 3. The operations of the merged Company
will be considered to be undertaken for accounting
purposes by Indra Sistemas, S.A. from 1st January
2010. 4. No special rights or advantage of
any type have been granted to the shareholders
or Directors of the participating companies.
5. As a result of the merger the bylaws of
the absorbing Company do not change. 6. Likewise
the merger dose not impact in employment, social
responsibility of the Company and government
bodies gender remaining the same Board of Directors
of the absorbing Company, helping parity in
this aspect
4 To determine the number of Directors within Mgmt For For
the limits established in article 21 of the
company bylaws. Removal, appointment and re-election
of directors
5 Authorization to the Board of Directors to acquire Mgmt For For
treasury stock, directly or though subsidiary
companies
6 Appointment of auditors for the individual and Mgmt For For
consolidated Annual Accounts and Management
Reports of the 2010 financial year
7 Annual Report on Compensation of directors and Mgmt For For
senior management
8 Information to the General Shareholders Meeting Mgmt For For
regarding changes made to the Board of Directors
Regulations
9 Authorize the Board of Directors to interpret, Mgmt For For
correct, supplement, execute and substitute
powers and carry out agreements adopted by
the Annual Shareholders Meeting
PLEASE NOTE THAT THIS IS A POSTPONEMENT OF THE Non-Voting No vote
MEETING HELD ON 23 JUN 2010.
- --------------------------------------------------------------------------------------------------------------------------
INMARSAT PLC Agenda Number: 702320425
- --------------------------------------------------------------------------------------------------------------------------
Security: G4807U103
Meeting Type: AGM
Meeting Date: 04-May-2010
Ticker:
ISIN: GB00B09LSH68
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the report of the Directors and the Mgmt For For
accounts of the Company for the YE 31 DEC
2009 the 'Company's report and accounts 2009'
, incorporating the Auditors' report on those
accounts
2 Approve the Directors' remuneration report contained Mgmt For For
in the Company's Report and Accounts 2009
3 Re-appointment of the Deloitte LLP as the Auditors Mgmt For For
from the conclusion of this meeting as
the Auditors of the Company to hold office
until the conclusion of the next general
meeting of the Company at which accounts are
laid before the members
4 Approve to determine the remuneration of the Mgmt For For
Auditors of the Company
5 Appointment of Mrs. Janice Obuchowski as an Mgmt For For
Independent, Non-Executive
6 Re-appoint Sir Bryan Carsberg as an independent, Mgmt For For
Non-Executive Director of the Company
7 Re-appoint Stephen Davidson as an Independent, Mgmt For For
Non-Executive Director of the Company
8 Re-appoint John Rennocks as an Independent, Mgmt For For
Non-Executive Director of the Company
9 Authorize the Company and those Companies which Mgmt Against Against
are subsidiaries of the Company at any
time during the period for which this resolution
has effect, for the purposes of Section 366
of the Companies Act 2006 the '2006 Act' ,
whichever is the earlier: to make political
donations to political parties, and/or independent
election candidates; to make political donations
to political organizations other than
political parties; and to incur political
expenditure, up to an aggregate amount of GBP
200,000, and the total amount authorised
under each of paragraphs A to C shall be
limited to GBP100,000, CONTD.
- - CONTD. provided that the maximum amounts referred Non-Voting No vote
to may comprise sums in different currencies
which shall be converted at such rate as the
Board may in its absolute discretion determine.
Any words and expressions defined for the
purpose of Sections 363 to 365 of the 2006
Act shall have the same meaning in this
Resolution 9; Authority expires at the earlier
of the conclusion of the Company's AGM
to be held in 2011 or 30 JUN 2011
S.10 Approve the general meeting other than an Annual Mgmt For For
General Meeting may be called on not
less than 14 clear days' notice
S.11 Amend, with effect from the end of the AGM the Mgmt For For
Articles of Association of the Company by deleting
all the provisions of the Company's Memorandum
of Association which, by virtue of
Section 28 of the 2006 Act, are treated as
provisions of the Company's Articles of
Association; and B adopt the Articles
of Association produced to the meeting and
initialed by the Chairman of the meeting for
the purposes of identification as the new Articles
of Association of the Company in substitution
for, and to the exclusion of, the existing
Articles of Association
12 Authorize the Directors, to allot shares in Mgmt Against Against
substitution for all existing authorities,
in accordance with Section 551 of the 2006
Act to exercise all the powers of the Company
to allot: shares as specified in Section 540
of the 2006 Act in the Company or grant
rights to subscribe for or to convert any
security into shares in the Company or grant
rights to subscribe for or to convert any
security into shares in the Company up to an
aggregate nominal amount of EUR 76,500; and
equity securities as defined in Section 560
of the 2006 Act up to an aggregate nominal
amount of EUR 153,000 such amount to be reduced
by the aggregate nominal amount of shares allotted
or rights to subscribe for or to convert
any security into shares in the Company under
Paragraph A of this Resolution 12 CONTD.
- - CONTD. in connection with an offer by way of Non-Voting No vote
a rights issue: to ordinary Shareholders
in proportion as nearly as may be practicable
to their existing holdings; and to
holders of other equity securities as required
by the rights of those securities or, subject
to such rights, as the Directors consider
necessary, and so that the Directors may impose
any limits or restrictions and make
any arrangements which they consider necessary
to appropriate to deal with treasury
shares, fractional entitlements, record
dates, legal, regulatory or practical problems
in, or under the laws of, any territory or
any other matter; Authority expires at the
earlier of the conclusion of the Company's
next AGM or 30 JUN 2011 ; CONTD.
- - CONTD. the Company make offers and enter into Non-Voting No vote
agreements before the authority expires which
would, or might, require shares to be allotted
or rights to subscribe for or to convert
any security into shares to be granted after
the authority expires and the Directors may
allot shares or grant such rights under
any such offer or agreement as if the authority
had not expired
S.13 Authorize the Directors, in substitution for Mgmt Against Against
all existing powers and subject to the passing
of Resolution 12, the Directors be generally
empowered pursuant to Section 570 of
the 2006 Act to allot equity securities as
specified in Section 560 of the 2006
Act for cash pursuant to the authority granted
by Resolution 12 and/or where the allotment
constitutes an allotment of equity securities
by virtue of Section 560 3 of the 2006 Act,
in each case free of the restriction in
Section 561 of the 2006 Act, such power to
be limited: to the allotment of equity securities
in connection with an offer of equity securities
but in the case of an allotment pursuant to
the authority granted by Paragraph B of
Resolution 12, CONTD
- - CONTD. such power shall be limited to the allotment Non-Voting No vote
of equity securities in connection with an
offer by way of a rights issue only ; i to
ordinary Shareholders in proportion as
nearly as may be practicable to their
existing holdings; and ii to holders
of other equity securities, as required
by the rights of those securities or, subject
to such rights, as the Directors consider necessary,
and so that the Directors may impose any limits
or restrictions and make any arrangements which
they consider necessary or appropriate to
deal with treasury shares, practical problems
in, or under the laws of, any territory or
any other matter; CONTD.
- - CONTD. and B to the allotment of equity securities Non-Voting No vote
pursuant to the authority granted
by paragraph A of Resolution 12 and/or an
allotment which constitutes an allotment of
equity securities by virtue of Section 560
3 of the 2006 Act in each case otherwise
than in the circumstances set out in paragraph
A of this Resolution 13 up to a nominal
amount of EUR 11,500 calculated, in the
case of equity securities which are rights
to subscribe for, or to convert securities
into, ordinary shares as specified in Section
560 1 of the 2006 Act by reference to the
aggregate nominal amount of relevant
shares which may be allotted pursuant to such
rights ; CONTD.
- - CONTD. Authority expires at the earlier of Non-Voting No vote
the conclusion of the Company's next AGM
or 30 JUN 2011 ; the Company may make offers
and enter into agreements before the
power expires which would, or might, require
equity securities to be allotted after
the power expires and the Directors may allot
equity securities under any such offer or agreement
as if the power had not expired
S.14 Authorize the Company, to make one or more market Mgmt For For
purchases as specified in Section 693 4
of the 2006 Act of up to 43.72 million ordinary
shares of 9.5% of the Company's issued
ordinary share capital at a minimum price of
EUR 0.0005 and up to 105% of the average middle
market quotations for such shares derived from
the London Stock Exchange Daily Official List,
over the previous 5 business days; the price
of the last independent trade; and the highest
current independent bid on the trading
venues where the purchase is carried out;
Authority expires the earlier of the conclusion
of the next AGM of the Company in 2011 or
30 JUN 2011 ; 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
- --------------------------------------------------------------------------------------------------------------------------
IPSEN, PARIS Agenda Number: 702388148
- --------------------------------------------------------------------------------------------------------------------------
Security: F5362H107
Meeting Type: MIX
Meeting Date: 28-May-2010
Ticker:
ISIN: FR0010259150
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
CMMT 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 Approve the financial statements Mgmt For For
O.2 Approve the consolidated financial statements Mgmt For For
O.3 Approve the allocation of income Mgmt For For
O.4 Approve the regulated Agreements Mgmt For For
O.5 Approve the renewal of the term of Deloitte Mgmt For For
et Associes as the Secondary Principal
Statutory Auditor
O.6 Approve the renewal of the term of BEAS as the Mgmt For For
Secondary Deputy Statutory Auditor
O.7 Authorize the Board of Directors to repurchase Mgmt For For
the Company's own shares
E.8 Grant authority to cancel shares repurchased Mgmt For For
by the Company as part of the program referred
to in Article L.225-209 of the Commercial Code
E.9 Amend Article 11.3 of the Statutes Mgmt For For
E.10 Amend Article 13 of the Statutes Mgmt For For
E.11 Powers for the formalities Mgmt For For
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON
THE MATERIAL URL LINK -
https://balo.journal-officiel.gouv.fr/pdf/2010/0421/201004211001307.pdf
AND https://balo.journal-officiel.gouv.fr/pdf/2010/0507/201005071001952.pdf
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF ADDITIONAL LINK. 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.
- --------------------------------------------------------------------------------------------------------------------------
JAMES HARDIE INDS N V Agenda Number: 702426621
- --------------------------------------------------------------------------------------------------------------------------
Security: N4723D104
Meeting Type: EGM
Meeting Date: 02-Jun-2010
Ticker:
ISIN: AU000000JHX1
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
S.1 Approve in relation to stage 2 of this resolution Mgmt For For
a the Company implement stage 2 of this
resolution described in the Explanatory Memorandum
as a result of which the Company will
transfer its corporate domicile from the
Netherlands to Ireland; b adopt the Company
Memorandum and Articles of Association
of Irish SE referred to in the Explanatory
Memorandum and included as an exhibit
tot eh registration statements of which the
Explanatory Memorandum forms a part
and which are tabled at the meeting and initialed
by the Chairman for the purposes of identification
subject to the condition precedent of registration
with the Companies Registration Office in Ireland;
c authorize the Director of the Company or
any partner of the Company's Dutch legal
advisor from time to time CONT
CONT CONT to apply for the required ministerial declaration Non-Voting No vote
of no-objection of the Dutch Ministry of Justice
in connection with the amendments made to the
Articles of Association as required under
Dutch Law; d authorize the Director
of the Company or any partner of the Company's
Irish legal advisor, Arthur Cox, to set off
the amount at the expense of share premium
and retained earnings; ratify and approve
the execution of any deed, agreement
or other document contemplated by stage 2 of
the proposal as described in the Explanatory
Memorandum or which is necessary or desirable
to give effect to stage 2 of the proposal on
behalf of the Company or any relevant
group Company; CONT
CONT CONT g appointment of any Managing Director Non-Voting No vote
in accordance with the Company's Articles
of Association in all matters concern the Company
or another group Company, and notwithstanding
that the Director may at the same time also
be a Director of any other group Company; and
h ratify and approve the actions of
one or more Directors relating to stage 2 proposal
up to the date of this meeting
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting No vote
IN BLOCKING STATUS AND INSERTION OF ADDITIONAL
COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
PLEASE BE ADVISED THAT YOUR SHARES MAY BE BLOCKED Non-Voting No vote
FOR THIS MEETING. PLEASE CONTACT YOU CLIENT
SERVICE REPRESENTATIVE FOR MORE DETAILS.
- --------------------------------------------------------------------------------------------------------------------------
JARDINE CYCLE & CARRIAGE LTD Agenda Number: 702350290
- --------------------------------------------------------------------------------------------------------------------------
Security: Y43703100
Meeting Type: AGM
Meeting Date: 29-Apr-2010
Ticker:
ISIN: SG1B51001017
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive and adopt the audited accounts for the Mgmt For For
YE 31 DEC 2009 together with the reports
of the Directors and Auditors thereon
2 Approve the payment of a final 1-tier tax exempt Mgmt For For
dividend of USD 0.47 per share for the
YE 31 DEC 2009 as recommended by the Directors
3 Approve the payment of additional Directors' Mgmt For For
fees of up to SGD 502,000 for the YE 31
DEC 2010
4.a Re-elect Mr. Anthony Nightingale as a Director, Mgmt For For
who retires pursuant to Article 94 of
the Articles of Association of the Company
4.b Re-elect Mr. Benjamin Keswick as a Director, Mgmt For For
who retires pursuant to Article 94 of the
Articles of Association of the Company
4.c Re-elect Mr. Chiew Sin Cheok as a Director, Mgmt For For
who retires pursuant to Article 94 of the
Articles of Association of the Company
4.d Re-elect Mr. Chang See Hiang as a Director, Mgmt For For
who retires pursuant to Article 94 of the
Articles of Association of the Company
5 Authorize Mr. Boon Yoon Chiang to continue to Mgmt For For
act as a Director of the Company from
the date of this AGM until the next AGM, pursuant
to Section 153(6) of the Companies Act,
Chapter 50
6 Re-appoint PricewaterhouseCoopers as the Auditors Mgmt For For
and authorize the Directors to fix their remuneration
7 Transact any other business Non-Voting No vote
8.a Authorize the Directors of the Company to: issue Mgmt Against Against
shares in the capital of the Company Shares
whether by way of rights, bonus or otherwise;
and/or make or grant offers, agreements or
options collectively, Instruments that might
or would require shares to be issued, including
but not limited to the creation and issue
of as well as adjustments to warrants, debentures
or other instruments convertible into
shares, at any time and upon such terms and
conditions and for such purposes and to
such persons as the Directors may in their
absolute discretion deem fit; and (b) notwithstanding
the authority conferred by this Resolution
may have ceased to be in force issue shares
in pursuance of any Instrument made or granted
by the Directors while this Resolution
was in force, the aggregate number of CONTD...
- - ..CONTD shares to be issued pursuant to this Non-Voting No vote
Resolution including shares to be issued
in pursuance of Instruments made or granted
pursuant to this Resolution does not
exceed 50% of the total number of issued shares
excluding treasury shares in the
capital of the Company as calculated in
accordance with sub-paragraph 2 below ,
of which the aggregate number of shares
to be issued other than on a pro-rata basis
to shareholders of the Company including
shares to be issued in pursuance of Instruments
made or granted pursuant to this Resolution
does not exceed 20% of the total number of
issued shares excluding treasury shares in
the capital of the Company as calculated
in accordance with sub-paragraph (2) below
subject to such manner of calculation
as may be prescribed by the CONTD...
- - ..CONTD Singapore Exchange Securities Trading Non-Voting No vote
Limited for the purpose of determining
the aggregate number of shares that may be
issued under sub-paragraph (1) above,
the total number of issued shares excluding
treasury shares shall be based on
the total number of issued shares
excluding treasury shares in the capital of
the Company at the time of the passing of
this Resolution, after adjusting for: new shares
arising from the conversion or exercise of
any convertible securities or share options
or vesting of share awards which are outstanding
or subsisting at the time of the passing
of this Resolution; and any subsequent bonus
issue, consolidation or subdivision of shares;
in exercising the authority conferred by this
Resolution, the Company shall comply
with the provisions of the Listing CONTD...
- - ..CONTD Manual of the Singapore Exchange Securities Non-Voting No vote
Trading Limited for the time being in force
unless such compliance has been waived by
the Singapore Exchange Securities Trading
Limited and the Articles of Association for
the time being of the Company Authority expires
from the conclusion of the next AGM of the
Company the expiration of the period within
which the next AGM of the Company is required
by law or the Articles of Association of the
Company to be held
8.b Authorize the Directors of the Company, for Mgmt For For
the purposes of Sections 76C and 76E of the
Companies Act, Chapter 50 the Act , to purchase
or otherwise acquire issued ordinary shares
in the capital of the Company Shares not
exceeding in aggregate the Prescribed Limit
(as specified), at such price or prices as
may be determined by the Directors from time
to time up to the maximum price whether
by way of market purchases each a Market Purchase
on the Singapore Exchange Securities Trading
Limited SGX-ST ; and/or off-market purchases
each an Off-Market Purchase effected otherwise
than on the SGX-ST in accordance with any equal
access schemes as may be determined or
formulated by the Directors as they consider
fit, which schemes shall satisfy all the conditions
prescribed by the act, and otherwise.. CONTD
- - ..CONTD in accordance with all other laws, regulations Non-Voting No vote
and rules of the SGX-ST as may for the
time being be applicable, and approved generally
and unconditionally the Share Purchase
Mandate pursuant to the Share Purchase Mandate
may be exercised by the Directors at any time
and from time to time during the period commencing
from the passing of this Resolution and expiring
on the earlier of the date on which the next
AGM of the Company is held; to complete and
do all such acts and things including executing
such documents as may be required as they
may consider expedient or necessary to give
effect to the transactions contemplated
by this Resolution
8.c Authorize for the purposes of Chapter 9 of the Mgmt For For
Listing Manual Chapter 9 of the Singapore
Exchange Securities Trading Limited, for the
Company, its subsidiaries and associated
companies that are considered to be entities
at risk under Chapter 9, or any of them,
to enter into any of the transactions falling
within the types of Interested Person Transactions
described in Appendix B of the Company's
letter to shareholders dated 09 APR 2010 the
Letter , with any party who is of the classes
of Interested Persons described in Appendix
B of the Letter, provided that such transactions
are made on normal commercial terms and
in accordance with the review procedures for
Interested Person Transactions the General
Mandate ; ..CONTD
- - ..CONTD b) the general mandate shall, Authority Non-Voting No vote
shall continue in force until the conclusion
of the next AGM of the Company; and to complete
and do all such acts and things including
executing all such documents as may be required
as they may consider expedient or necessary
or in the interests of the Company to give
effect to the general mandate and/or this resolution
- --------------------------------------------------------------------------------------------------------------------------
JC DECAUX SA, NEUILLY SUR SEINE Agenda Number: 702324295
- --------------------------------------------------------------------------------------------------------------------------
Security: F5333N100
Meeting Type: MIX
Meeting Date: 19-May-2010
Ticker:
ISIN: FR0000077919
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
- - PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON
THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2010/0331/201003311000878.pdf
- - 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 Approve the financial statements for the FY Mgmt For For
2009
O.2 Approve the consolidated financial statements Mgmt For For
for the FY 2009
O.3 Approve the allocation of income Mgmt For For
O.4 Approve the expenditures and non tax-deductible Mgmt For For
expenses pursuant to Article 39-4 of the General
Tax Code
O.5 Approve the Regulated Agreement Mgmt For For
O.6 Authorize the Board of Directors to operate Mgmt For For
on the shares of the Company
E.7 Authorize the Executive Board to reduce the Mgmt For For
share capital by cancellation of treasury
shares.
E.8 Grant powers to accomplish the formalities Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
K+S AKTIENGESELLSCHAFT, S AKTIENGESELLSCHAFT Agenda Number: 702311515
- --------------------------------------------------------------------------------------------------------------------------
Security: D48164103
Meeting Type: AGM
Meeting Date: 11-May-2010
Ticker:
ISIN: DE0007162000
- --------------------------------------------------------------------------------------------------------------------------
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 20 APR 2010, 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 2009 FY with the report
of the Supervisory Board, the group financial
statements, the group annual report, and the
reports 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 46,149,746.16 as follows: payment
of a dividend of EUR 0.20 per no-par share
EUR 7,869,746.16 shall be carried forward ex-dividend
and payable date: 12 MAY 2010
3. Approval of the remuneration system for Members Mgmt For For
of the Board of Managing Director's
4. Ratification of the acts of the Board of Managing Mgmt For For
Directors
5. Ratification of the acts of the Supervisory Mgmt For For
Board
6. Election of George Cardona to the Supervisory Mgmt For For
Board
7. Appointment of the Auditors for the 2010 FY: Mgmt For For
Deloitte + Touche GMBH, Hanover
8. Resolution on the authorization to issue convertible Mgmt Against Against
and/or warrant bonds, the creation of contingent
capital and the corresponding amendment to
the Articles of Association the existing authorization
approved by the shareholders' meeting of 10
MAY 2006, to issue convertible and/or warrant
bonds and the creation of contingent capital
shall be revoked; the board of Managing Directors
shall be authorized, with the consent of the
Supervisory Board, to issue registered and/or
bearer bonds of up to EUR 1,500,000,000 conferring
convertible and/or option rights for shares
of the Company, on or before 10 MAY 2015; shareholders
shall be granted subscription rights except
for the issue of bonds conferring convertible
and/or option rights for shares of the Company
of up to 10% of the share capital at a price
not materially below their theoretical market
value, for the granting of such rights to holders
of convertible and/or option rights, for residual
amounts, and for the issue of bonds for acquisition
purposes; the Company's share capital shall
be increased accordingly by up to EUR 19,140,000
through the issue of up to 19,140,000 new no-par
shares, insofar as convertible and/or option
rights are exercised [contingent capital]
9. Resolution on the creation of new authorized Mgmt Against Against
capital and amendments to the Articles of Association
the existing authorization in item 8 approved
by the shareholders' meeting of 10 MAY 2006,
shall be revoked; the Board of Managing Directors
shall be authorized, with the consent of the
Supervisory Board, to increase the share capital
by up to EUR 57,420,000 through the issue of
new bearer no-par shares against contributions
in cash and/or kind, for a period of 5 years,
on or before 10 MAY 2015; shareholders' subscription
rights may be excluded if the shares are issued
at a price not materially below the market
price of identical shares, and for residual
amounts
10. Resolution on 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 not differing more than 10% from
the market price of the shares, on or before
10 MAY 2015; the Board of Managing Directors
shall be authorized to sell the shares on the
stock exchange or by a rights offering, 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
for acquisition purposes or for satisfying
option and convertible rights, and to retire
the shares
- --------------------------------------------------------------------------------------------------------------------------
KERRY GROUP PLC Agenda Number: 702350543
- --------------------------------------------------------------------------------------------------------------------------
Security: G52416107
Meeting Type: AGM
Meeting Date: 05-May-2010
Ticker:
ISIN: IE0004906560
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the report and accounts Mgmt For For
2 Declare the dividend Mgmt For For
3.A.I Re-election of Mr. Denis Buckley as a Director Mgmt For For
3.AII Re-election of Mr. Michael Dowling as a Director Mgmt For For
3.B.I Re-election of Mr. Michael J Fleming as a Director Mgmt For For
3.BII Re-election of Mr. John Twomey as a Director Mgmt For For
3.C.I Re-election of Mr. Denis Carroll as a Director Mgmt For For
3.CII Re-election of Mr. Stan Mccarthy as a Director Mgmt For For
3CIII Re-election of Mr. Donal O Donoghue as a Director Mgmt For For
3CIV Re-election of Mr. Gerard O Hanlon as a Director Mgmt For For
4 Approve the remuneration of the Auditors Mgmt For For
5 Ordinary resolution section 20 authority Mgmt For For
S.6 Approve the disapplication off Section 23 Mgmt For For
S.7 Authorize the Company to make purcahse of its Mgmt For For
own shares
- --------------------------------------------------------------------------------------------------------------------------
KINGFISHER PLC Agenda Number: 702415692
- --------------------------------------------------------------------------------------------------------------------------
Security: G5256E441
Meeting Type: AGM
Meeting Date: 17-Jun-2010
Ticker:
ISIN: GB0033195214
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive and adopt the annual report and accounts Mgmt For For
for 2010
2 Approve the Directors' remuneration report for Mgmt For For
2010
3 Approve the payment of a final dividend Mgmt For For
4 Elect Mr. Anders Dahlvig as a Director Mgmt For For
5 Elect Mr. Andrew Bonfield as a Director Mgmt For For
6 Re-elect Mr. Daniel Bernad as a Director Mgmt For For
7 Re-elect Mrs. Janis Kong as a Director Mgmt For For
8 Re-appoint the Auditors Mgmt For For
9 Authorize the Directors to agree the Auditors' Mgmt For For
remuneration
10 Authorize the Directors to allot new shares Mgmt Against Against
11 Authorize the Company to make political donations Mgmt Against Against
S.12 Approve to disapply pre-emption rights Mgmt For For
S.13 Authorize the Company to purchase its own shares Mgmt For For
S.14 Approve the calling of a general meeting, other Mgmt For For
than an AGM on 14 day's notice
S.15 Adopt new Articles of association of the Company Mgmt For For
16 Approve the Kingfisher Share Incentive Plan Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
KONINKLIJKE VOPAK N V Agenda Number: 702334119
- --------------------------------------------------------------------------------------------------------------------------
Security: N5075T100
Meeting Type: OGM
Meeting Date: 27-Apr-2010
Ticker:
ISIN: NL0000393007
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting No vote
AT THIS GENERAL MEETING ARE RELAXED AS THERE
IS A REGISTRATION DEADLINE / RECORD DATE ASSOCIATED
WITH THIS MEETING. THANK YOU.
1 Opening of the general meeting Non-Voting No vote
2 Receive the report of the managing board on Non-Voting No vote
the FY 2009
3 Approve the annual accounts on the FY 2009 Mgmt For For
4 Approve the reservation and dividend policy Non-Voting No vote
of the Company
5 Approve the proposed dividend over the FY 2009 Mgmt For For
will be declared at EUR 1,25
6 Approve the Corporate Governance Non-Voting No vote
7 Grant discharge to the managing Board in respect Mgmt For For
of the duties performed during the past
FY
8 Grant discharge to the Supervisory Board in Mgmt For For
respect of the duties performed during the
past FY
9 Amend the remuneration policy for the Executive Mgmt For For
Board
10 Appoint Mr. F. Eulderink as a Member of the Mgmt For For
Management Board
11 Reappoint Mr. C.J. Van Den Driest as a Member Mgmt For For
of the Supervisory Board where all details
as laid down in Article 2:158 Paragraph 5,
Section 2: 142 Paragraph 3 of the Dutch
Civil Code are available for the general meeting
of share holders
12 Authorize the Managing Board subject to the Mgmt For For
approval of the supervisory board, to
cause the company to acquire its own shares
for valuable consideration, up to
a maximum number which, at the time of acquisition,
the company is permitted to acquire pursuant
to the provisions of Section 98, Subsection
2, of Book 2 of the Netherlands Civil Code,
such acquisition may be effected by means
of any type of contract, including stock exchange
transactions and private transactions,
the price must lie between the nominal value
and an amount equal to 110 percent of the market
price by market price is understood the average
of the highest prices reached by the shares
on each of t he five stock exchange business
Contd..
- - Contd.. days preceding the date of acquisition, Non-Voting No vote
as evidenced by the official price list of
Euronext Amsterdam Nv the authorization will
be valid for a period of 18 months, commencing
on 27 APR 2010
13 Approve the proposed English Language for the Mgmt For For
publication of the annual report and
the annual account
14.A Amend the Article 3.1-stock split Mgmt For For
14.B Approve the proposal to cancel Articles 4.5, Mgmt For For
4.6 and 10a.8 and to amend Article 16.2
due to removal Appendix X stock rules
14.C Approve the proposal adjustments to Dutch Law Mgmt For For
15 Approve the proposed the general meeting assigns Mgmt For For
PricewaterhouseCoopers accountants N.V.
as the Auditors responsible for auditing the
financial accounts for the year 2010
16 Any other business Non-Voting No vote
17 Closing of the general meeting Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
KUEHNE + NAGEL INTERNATIONAL AG, NAGEL INTERNATIONAL AG Agenda Number: 702406845
- --------------------------------------------------------------------------------------------------------------------------
Security: H4673L145
Meeting Type: AGM
Meeting Date: 18-May-2010
Ticker:
ISIN: CH0025238863
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting No Action
REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES
AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY.
UPON RECEIPT OF THE VOTING INSTRUCTION, IT
IS POSSIBLE THAT A MARKER MAY BE PLACED ON
YOUR SHARES TO ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE.
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No Action
MEETING NOTICE SENT UNDER MEETING 696453, INCLUDING
THE AGENDA. TO VOTE IN THE UPCOMING MEETING,
YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL
BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU.
1. Approve the annual report, annual accounts and Mgmt No Action
accounts of the Group for 2009
2. Approve the appropriation of the balance sheet Mgmt No Action
3. Grant discharge to the Board of Directors and Mgmt No Action
the Management
4.1 Election of Juergen Fitschen to the Board of Mgmt No Action
Directors
4.2 Election of Karl Gernandt to the Board of Directors Mgmt No Action
4.3 Election of Hans-Joerg Hager to the Board of Mgmt No Action
Directors
4.4 Election of Dr. Joachim Hausser to the Board Mgmt No Action
of Directors
4.5 Eleciton of Klaus-Michael Kuehne to the Board Mgmt No Action
of Directors
4.6 Election of Hans Lerch to the Board of Directors Mgmt No Action
4.7 Election of Dr. Georg Obermeier to the Board Mgmt No Action
of Directors
4.8 Election of Dr. Wolfgang Peiner to the Board Mgmt No Action
of Directors
4.9 Election of Dr. Thomas Staehelin to the Board Mgmt No Action
of Directors
4.10 Election of Bernd Wrede to the Board of Directors Mgmt No Action
4.11 Election of Dr. Joerg Wolle to the Board of Mgmt No Action
Directors
5. Election of the Auditors Mgmt No Action
6. Approve the share capital Mgmt No Action
- --------------------------------------------------------------------------------------------------------------------------
L'AIR LIQUIDE, PARIS Agenda Number: 702248851
- --------------------------------------------------------------------------------------------------------------------------
Security: F01764103
Meeting Type: MIX
Meeting Date: 05-May-2010
Ticker:
ISIN: FR0000120073
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - French Resident Shareowners must complete, sign Non-Voting No vote
and forward the Proxy Card directly to the
sub custodian. Please contact your Client Service
Representative to obtain the necessary
card, account details and directions. The
following applies to Non-Resident Shareowners:
Proxy Cards: Voting instructions will be
forwarded to the Global Custodians that have
become Registered Intermediaries, on the
Vote Deadline Date. In capacity as
Registered Intermediary, the Global Custodian
will sign the Proxy Card and forward to
the local custodian. If you are unsure whether
your Global Custodian acts as Registered
Intermediary, please contact your representative
- - PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
- - PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON
THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2010/0217/201002171000336.pdf
O.1 Approve the accounts for FY 2009 Mgmt For For
O.2 Approve the consolidated accounts for FY 2009 Mgmt For For
O.3 Approve the allocation of the result for FY Mgmt For For
2009: setting of the dividend
O.4 Authorize the Board of Directors for 18 months Mgmt For For
to enable the Company to Trade in its own share
O.5 Approve the renewal of Mrs. Beatrice Majnoni Mgmt For For
D'intignano's appointment as a Director)
O.6 Approve the renewal of Mr. Benoit Potier's appointment Mgmt For For
as a Director
O.7 Approve the renewal of Mr. Paul Skinner's appointment Mgmt For For
as a Director
O.8 Appointment of Mr. Jean-Paul Agon as a Director Mgmt For For
O.9 Approve the agreements regulated by Articles Mgmt Against Against
L.225-38 et seq. of the Code De Commerce and
of the special report by the statutory Auditors
regarding Mr. Benoit Potier
O.10 Approve the agreements regulated by Articles Mgmt For For
L.225-38 et seq. of the Code De Commerce and
of the special report by the statutory Auditors
regarding Mr. Pierre Dufour
O.11 Appointment of Ernst & Young and other Statutory Mgmt For For
Auditor
O.12 Appointment of the renewal of Mazars' appointment Mgmt For For
as the Statutory Auditor
O.13 Appointment of Auditex as stand-by Auditor Mgmt For For
O.14 Approve the renewal of Mr. Patrick De Cambourg's Mgmt For For
appointment as stand-by Auditor
E.15 Authorize the Board of Directors for 2 years Mgmt For For
to reduce the authorized capital by cancelling
shares held by the Company itself
E.16 Authorize the Board of Directors for 38 months Mgmt For For
to grant to Employees and/or Executive Directors
options to subscribe to or purchase shares
E.17 Authorize the Board of Directors for 38 months Mgmt For For
to award existing shares or to issue shares
to Employees and/or Executive Directors of
the group or to some of them
E.18 Authorize the Board of Directors for 18 months Mgmt Against Against
to issue share subscription warrants free
of charge in the event of a public offer on
the Company
E.19 Authorize the Board of Directors for 26 months Mgmt Against Against
to increase the authorised capital by incorporation
of bonuses, reserves, profits or other funds
in order to award free shares to shareholders
and/or increase the face value of existing
shares, up to a maximum amount of 250 million
euros
E.20 Authorize the Board of Directors for 26 months Mgmt For For
to make capital increases reserved for
Members of a Corporate or Group Personal Equity
Plan
E.21 Authorize the Board of Directors for 18 months Mgmt Against Against
to make capital increases reserved for
one category of beneficiaries
E.22 Grant powers for the formalities Mgmt For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting No vote
IN TEXT OF RESOLUTION 11. 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.
- --------------------------------------------------------------------------------------------------------------------------
L'OREAL S.A., PARIS Agenda Number: 702301538
- --------------------------------------------------------------------------------------------------------------------------
Security: F58149133
Meeting Type: MIX
Meeting Date: 27-Apr-2010
Ticker:
ISIN: FR0000120321
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
- - French Resident Shareowners must complete, sign Non-Voting No vote
and forward the Proxy Card directly to the
sub custodian. Please contact your Client Service
Representative to obtain the necessary
card, account details and directions. The
following applies to Non-Resident Shareowners:
Proxy Cards: Voting instructions will be
forwarded to the Global Custodians that have
become Registered Intermediaries, on the
Vote Deadline Date. In capacity as
Registered Intermediary, the Global Custodian
will sign the Proxy Card and forward to
the local custodian. If you are unsure whether
your Global Custodian acts as Registered
Intermediary, please contact your representative
- - PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON
THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2010/0319/201003191000699.pdf
O.1 Approve the financial statements for the FY Mgmt For For
2009
O.2 Approve the consolidated financial statements Mgmt For For
for the FY 2009
O.3 Approve the allocation of income for the FY Mgmt For For
2009 and setting of the dividend
O.4 Approve the regulated Agreements and Undertakings Mgmt For For
relating to Mr. Jean-Paul Agon's status,
whose work contact has ended
O.5 Approve to renew Sir Lindsay Owen-Jones' term Mgmt For For
as Board Member
O.6 Approve to renew Mr. Jean-Paul Agon's term as Mgmt For For
Board Member
O.7 Approve to renew Mr. Francisco Castaner Basco's Mgmt For For
term as Board Member
O.8 Approve to renew Mr. Charles-Henri Filippi's Mgmt For For
term as Board Member
O.9 Approve to renew Mr. Xavier Fontanet's term Mgmt For For
as Board Member
O.10 Approve to renew Mr. Marc Ladreit de Lacharriere's Mgmt For For
term as Board Member
O.11 Approve to renew the permanent and substitute Mgmt For For
Statutory Auditors' terms
O.12 Approve to renew 1 permanent Statutory Auditor's Mgmt For For
term and appointment of his/her substitute
Statutory Auditor
O.13 Authorize the Company to repurchase its own Mgmt For For
shares
E.14 Authorize the Board of Directors to reduce the Mgmt For For
capital by cancellation of shares acquired
by the Company according to Articles L.225-209
and L. 225-208 of the Commercial Code
E.15 Powers for the formalities Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
LI & FUNG LTD Agenda Number: 702363019
- --------------------------------------------------------------------------------------------------------------------------
Security: G5485F144
Meeting Type: AGM
Meeting Date: 18-May-2010
Ticker:
ISIN: BMG5485F1445
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting No vote
VOTE "IN FAVOR" OR "AGAINST" FOR ALL RESOLUTIONS.
THANK YOU.
1 Receive and adopt the audited consolidated accounts Mgmt For For
and reports of the Directors and the
Auditors for the YE 31 DEC 2009
2 Declare a final dividend of 49 HK cents per Mgmt For For
share
3.a Re-elect Dr. Victor Fung Kwok King as a Director Mgmt For For
3.b Re-elect Mr. Bruce Philip Rockowitz as a Director Mgmt For For
3.c Re-elect Mr. Paul Edward Selway-Swift as a Director Mgmt For For
4 Re-appoint PricewaterhouseCoopers as the Auditors Mgmt For For
and authorize the Directors to fix their remuneration
5 Approve to increase the authorized share capital Mgmt Against Against
of the Company from HKD 100,000,000 to
HKD 150,000,000
6 Approve to give a general mandate to the Directors Mgmt For For
to repurchase the Company's shares
up to 10%
7 Approve to give a general mandate to the Directors Mgmt Against Against
to issue new shares up to 20% or in the case
of issue of new shares solely for cash and
unrelated to any asset acquisition, up to
10%
8 Authorize the Directors to issue the shares Mgmt For For
repurchased by the Company
9 Approve to refresh the scheme mandate limit Mgmt For For
under the Share Option Scheme
- --------------------------------------------------------------------------------------------------------------------------
LIFESTYLE INTL HLDGS LTD Agenda Number: 702334183
- --------------------------------------------------------------------------------------------------------------------------
Security: G54856128
Meeting Type: AGM
Meeting Date: 10-May-2010
Ticker:
ISIN: KYG548561284
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting No vote
VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR RESOLUTIONS
"1, 2, 3.1 TO 3.4, 4 AND 5.A TO 5.C". THANK
YOU.
1 Receive the audited consolidated financial statements Mgmt For For
of the Company and the Reports of the Directors
and the Auditors for the YE 31 DEC 2009
2 Approve final dividend for the YE 31 DEC 2009 Mgmt For For
3.1 Re-election of Dr. Cheng Kar-shun, Henry as Mgmt For For
a Non-executive Director
3.2 Re-election of Ms. Lau Yuk-Wai, Amy as a Non-executive Mgmt For For
Director
3.3 Re-election of Mr. Lam Siu-lun, Simon as a Independent Mgmt For For
Non-executive Director
3.4 Authorize the Board of Directors to fix the Mgmt For For
Directors' remuneration
4 Re-appointment of Messrs. Deloitte Touche Tohmatsu Mgmt For For
as the Auditors and authorize the Board
of Directors to fox their remuneration
5.A Authorize the Directors of the Company, a) subject Mgmt For For
to paragraph (c) below, during the relevant
period to repurchase issued shares of the Company
of HKD 0.005 each on The Stock Exchange of
Hong Kong Limited the Stock Exchange or on
any other stock exchange on which the shares
of the Company may be listed and recognized
by the Securities and Futures Commission and
the Stock Exchange for this purpose,
subject to and in accordance with all applicable
laws and requirements of the Rules Governing
the Listing of Securities on the Stock Exchange
as amended from time to time the Listing Rules
be and is hereby generally and unconditionally
approved; b) the approval in paragraph (a)
shall be in addition to any other authorizations
given to the Directors and shall authorize
the Directors on behalf of the Company during
the relevant CONTD..
- - ..CONTD period to procure the Company to repurchase Non-Voting No vote
its shares at a price determined by the
Directors; c) the aggregate nominal amount
of the shares of the Company to be repurchased
by the Directors of the Company pursuant to
the approval in paragraph (a) above shall not
exceed 10% of the aggregate nominal amount
of the share capital of the Company in issue
as at the date of passing of this resolution,
and the said approval shall be limited accordingly;
and Authority expires the earlier of the
conclusion of the next AGM or the expiration
of the period within which the next AGM is
to be held by law
5.B Authorize the Directors of the Company, a) subject Mgmt Against Against
to paragraph (c) below, during the relevant
period to allot, issue and otherwise deal with
additional ordinary shares of the Company and
to make or grant offers, agreements,
options and rights of exchange or conversion
which might require the exercise of such powers,
subject to and in accordance with all applicable
laws, be and is hereby generally and unconditionally
approved; b) the approval in paragraph
(a) above, shall be in addition to any other
authorizations given to the Directors of
the Company and shall authorize the Directors
during the relevant period to make or grant
offers, agreements, options and rights of
exchange or conversation which would or might
require the exercise of such powers after
the end of the relevant period; c) the aggregate
nominal amount of share capital CONTD..
- - ..CONTD allotted, issued or otherwise dealt Non-Voting No vote
with or agreed conditionally or unconditionally
to be allotted, issued or otherwise dealt with
whether pursuant to an option or otherwise
by the Directors of the Company pursuant
to the approval granted in paragraph (a) above,
otherwise than pursuant to; i) a rights issue,
or ii) the exercise of any options granted
under the share option scheme or similar arrangement
for the time being adopted or to be adopted
for the grant or issue of options to subscribe
for, or rights to acquire shares of the
Company approved by the Stock Exchange, or
iii) any scrip dividend or similar arrangement
providing for the allotment of shares in
lieu of the whole or part of a dividend on
shares of the Company in accordance
with the Articles of the Company, shall not
exceed 20% of the aggregate nominal amount
of the CONTD..
- - ..CONTD share capital of the Company in issue Non-Voting No vote
as at the date of passing of this resolution,
and the said approval shall be limited accordingly;
and Authority expires the earlier of the
conclusion of the next AGM or the expiration
of the period within which the next AGM is
to be held by law
5.C Approve the conditional upon the passing of Mgmt Against Against
Resolutions Nos. 5A and 5B, the general mandate
granted to the Directors of the Company pursuant
to Resolution 5B be and is hereby
extended by the addition thereto of an amount
representing the aggregate nominal amount
of the share capital of the Company as stated
in Resolution No. 5A above provided that such
amount shall not exceed 10% of the aggregate
nominal amount of the issued share capital
of the Company as at the date of passing this
resolution
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting No vote
IN THE COMMENT. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
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LINDE AG Agenda Number: 702303570
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Security: D50348107
Meeting Type: AGM
Meeting Date: 04-May-2010
Ticker:
ISIN: DE0006483001
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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 13 APR 2010 , 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 2009 FY within the report
of the supervisory Board, the group financial
statements and annual report, and the report
pursuant to Section 289(4) and 315(4) of the
German Commercial Code
2. Resolution on the appropriation of the distributable Mgmt For For
profit of EUR 887,319,283.44 as follows: payment
of a dividend of EUR 1.80 per share; EUR 583,286,510.64
shall be allotted to the other revenue reserves;
ex-dividend and payable date: 05 MAY 2010
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. Ratification of the compensation system for Mgmt For For
the Board of Managing Directors based on the
current level of remuneration
6. Appointment of KPMG AC, Berlin as the Auditors Mgmt For For
for the 2010 FY
7. Authorization to acquire own shares. The Company Mgmt For For
shall be authorized to acquire own shares of
up to 10% of its share capital, at prices not
deviating more than 10% from their market price,
on or before 03 MAY 2015; the Board of Managing
Directors' shall be authorized to dispose of
the shares in a manner other than the stock
exchange or a rights offering it the shares
are sold at a price not materially below their
market price, to use the shares for acquisition
purposes or for the fulfillment of option or
conversion rights, and to retire the shares
8. Resolution on the renewal of the authorized Mgmt Against Against
capital, and the corresponding amendments to
the Articles of Association; the authorization
to increase the share capital by up to EUR
80,000,000 on or before 07 JUN 2010, shall
be revoked; the Board of Managing Directors
shall be authorizes, with the consent of the
supervisory Board, to increase the share capital
by up to EUR 20,000,000 through the issue of
new bearer shares against payment in cash and/or
kind, on or before 03 MAY 2015 [authorized
capital I]; shareholders shall be granted subscription
rights, except for residual amounts, for the
granting of such rights to holders of previously
issued conversion and option rights, for the
issue of employee shares of up to EUR 3,500,000,
for the issue of shares against payment in
kind, and for the issue of shares at a price
not materially below their market price
9. Resolution on the revision of the authorization Mgmt Against Against
to issue convertible and/or warrant bonds,
and the corresponding amendments to the Articles
of Association; the authorization to issue
convertible and/or warrant bonds granted on
08 JUN 2005 and 03 JUN 2008 shall both be revoked,
along with the corresponding contingent capital,
the Board of Managing Directors' shall be authorized,
with the consent of the Supervisory Board to
issue bonds of up to EUR 2,500,000,000 conferring
a conversion or option right for new shares
of the company, on or before 03 MAY 2015, shareholders
shall be granted subscription rights, except
insofar as the bonds are issued at a price
not materially below their theoretical market
value, for residual amounts, and in order to
grant subscription rights to holders of convertible
and option rights; the share capital shall
be increased accordingly by up to EUR 85,000,000
through the issue of up to 33,203,125 new bearer
shares insofar as convertible and/or option
rights are exercised [2010 contingent capital]
10. Amendments to the rights directive implementation Mgmt For For
act [ARUG]: 1) Section 12.2 shall be amended
in respect of the shareholders' meeting being
announced at least 30 days prior to the deadline
for registration for attendance at the meeting;
2) Section 12.3 shall be revised in respect
of registration for attendance at the shareholders'
meeting reaching the Company at least six days
in advance; 3) Section 12.4 shall be revised
in respect of participation in and voting at
shareholders' meeting being contingent upon
provision of proof of shareholding as per the
21st day prior to the meeting; 4) Section 12.5
and 12.6 shall be amended in respect of shareholders
being able to vote at shareholders' meeting
by way of electronic communication or by absentee
ballot; 5) Section 12.7 shall be amended in
respect of shareholders issuing proxy voting
instructions in textual form; 6) the title
of Section 12 shall be amended to reflect the
above mentioned changes; 7) Section 14.4 shall
be amended in respect of the Company being
authorized to transmit the shareholders' meeting
by audiovisual means
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LLOYDS BANKING GROUP PLC, EDINBURGH Agenda Number: 702358361
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Security: G5542W106
Meeting Type: AGM
Meeting Date: 06-May-2010
Ticker:
ISIN: GB0008706128
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the Company's accounts and the reports Mgmt For For
of the Directors and of the Auditors for the
YE 31 DEC 2009
2. Approve the Directors' remuneration report for Mgmt For For
the YE 31 DEC 2009
3.a Elect Sir. Winfried Bischoff as a Director of Mgmt For For
the Company, who retires under Article 79 of
the Company's Articles of Association
3.b Elect Mr. G. R. Moreno as a Director, who retires Mgmt For For
under Article 79 of the Company's Articles
of Association
3.c Elect Mr. D. L. Roberts as a Director, who retires Mgmt For For
under article 79 of the Company's Articles
of Association
4.a Re-elect Dr. W. C. G. Berndt as a Director, Mgmt For For
who retires under Article 82 of the Company's
Articles of Association
4.b Re-elect Mr. J. E. Daniels as a Director, who Mgmt For For
retires under Article 82 of the Company's Articles
of Association
4.c Re-elect Mrs. H. A. Weir as a Director, who Mgmt For For
retires under Article 82 of the Company's Articles
of Association
5. Re-appoint PricewaterhouseCoopers LLP as the Mgmt For For
Auditors of the Company, to hold office until
the conclusion of the next AGM at which accounts
are laid before the Company
6. Authorize the Audit Committee to set the remuneration Mgmt For For
of the Company's Auditors
7. Authorize the Directors, pursuant to and in Mgmt Against Against
accordance with Section 551 of the Companies
Act, 2006 to allot shares or grant rights to
subscribe for or to convert any security in
the shares: [i] up to an aggregate nominal
amount of [I] GBP 2,233,203,900 in respect
of ordinary shares and [II] GBP 100,000,000,
USD 40,000,000, GBP 40,000,000 and GBP 1,250,000,000
in respect of preference shares; [ii] comprising
equity securities [as defined in Section 560[1]
of the Companies Act, 2006] up to a further
nominal amount of GBP 2,233,203,900 in connection
with an offer by way of a rights issue; such
authorities to apply in substitution for all
previous authorities pursuant to Section 551
of the Companies Act 2006, or preceding legislation;
[Authority expires the earlier at the end of
the next AGM or on 05 AUG 2011]; the Company
may make offers and enter into agreements during
the relevant period which would, or might,
require shares to be allotted after the authority
ends
S.8 Authorize the Directors, subject to the passing Mgmt Against Against
of Resolution 7 above, to allot equity securities
[as defined in Section 560[1] of the Companies
Act 2006] wholly for cash: [i] pursuant to
the authority given by paragraph [i] of Resolution
7 above or where the allotment constitutes
an allotment of equity securities by virtue
of Section 551 of the Companies Act 2006, in
each case: [a] in connection with a pre-emptive
offer; and [b] otherwise than in connection
with a pre-emptive offer, up to an aggregate
nominal amount of GBP 334,980,500; and [ii]
pursuant to the authority given by paragraph
[i] of Resolution 7 above in connection with
a rights issue, as if Section 561[1] of the
Companies Act 2006 did not apply to any such
allotment; [Authority expires the earlier at
the end of the next AGM or on 05 AUG 2011];
the Company may make offers and enter into
agreements during this period which would,
or might, require equity securities under any
such offer or agreement as if the power had
not ended
S.9 Authorize the Company, conferred by resolution Mgmt For For
passed at the AGM of the Company on 07 MAY
2009 in accordance with Section 701 of the
Companies Act 2006, to make market purchases
[within the meaning of Section 693 of the Companies
Act 2006] of ordinary shares of 10p each in
the capital of the Company be further renewed
and extended from the conclusion of this meeting,
and where such shares are held in treasury,
the Company may use them for the purposes of
its employees share plans, provided that: [a]
the maximum aggregate number of ordinary shares
authorized to be purchased shall be 6,699,611,000;
[b] the minimum price which may be paid for
each ordinary shares be 10p; [c] the maximum
price, exclusive of expenses, which may be
paid for each ordinary share shall be an amount
equal to the higher of [a] 105% of the average
of the closing price of the 5 London business
days immediately preceding the day on which
such share is contracted to be purchased or
[b] the higher of the price of the last independent
trade and the highest current bid as stipulated
by Article 5[1] of Commission Regulated [EC]
22 DEC 2003 implementing the Market Abuse Directive
as regards exemptions for buy-back programmes
and stabilization of financial instruments
[No 2273/2003]; [Authority expires the earlier
of the conclusion of the Company's AGM in 2011
or on 30 JUN 2011]; and [e] the company may
make a contract to purchase its ordinary shares
under the renewed and extended authority before
its expiry which would or might be executed
wholly or partly after the expiry, and may
make a purchase of its ordinary shares under
the contract
S.10 Authorize the Company, for the purpose of Section Mgmt Against Against
701 of the Companies Act 2006 to make purchases
[as defined in Section 693 of the Companies
Act 2006] of the following issuances of securities:
[a] GBP 299,987,729 9.25%, Non-Cumulative Irredeemable
Preference Shares; [b] GBP 99,999,942 9.75%,
Non-Cumulative Irredeemable Preference Shares;
[c] GBP 186,190,532 6.475%, Non-Cumulative
Preference Shares; [d] GBP 745,431,000 6.0884%,
Non-Cumulative Fixed to Floating Rate Preference
Shares; [e] GBP 334,951,000 6.3673%, Non-Cumulative
Fixed to Floating Rate Preference Shares; [f]
USD 750,000,000 6.413%, Non-Cumulative Fixed
to Floating Rate Preference Shares; [g] USD
750,000,000 5.92%, Non-Cumulative Fixed to
Floating Rate Preference Shares; [h] USD 750,000,000
6.657%, Non-Cumulative Fixed to Floating Rate
Preference Shares; [i] USD 1,000,000,000 6.267%,
Fixed to Floating Rate Non-Cumulative Callable
Dollar Preference Shares; [j] USD 1,250,000,000
7.875%, Non-Cumulative Preference Shares; [k]
EUR 500,000,000 7.875%, Non-Cumulative Preference
Shares; and [l] GBP 600,000,000 Non-Cumulative
Fixed to Floating Rate Callable Dollar Preference
Shares; [together, the 'Preference Shares'],
in accordance with, amongst other things, the
terms of the exchange offers as previously
approved at the Company's general meeting held
on 26 NOV 2009, provided that: [i] the maximum
number of Preference Shares is the nominal
value of the relevant Preference Share in issue;
[ii] the minimum price which may be paid for
each Preference Share is the nominal value
of the relevant Preference Share; [iii] the
maximum price which may be paid for a share
is an amount equal to 120% of the liquidation
preference of the relevant Preference Share;
[Authority expires the earlier of the conclusion
of the Company's AGM in 2011 or on 30 JUN 2011];
[v] the Company may make a contract to purchase
the Preference Shares under this authority
before its expiry which would or might be executed
wholly; or partly after the expiry, and may
make a purchase of the Preference Shares under
that contract
S.11 Approve, that a general meeting of the Company, Mgmt For For
other than an AGM, may be called on not less
than 14 clear days' notice
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LUXOTTICA GROUP SPA, BELLUNO Agenda Number: 702289061
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Security: T6444Z110
Meeting Type: AGM
Meeting Date: 29-Apr-2010
Ticker:
ISIN: IT0001479374
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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 30 APR 2010. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS
THE AGENDA IS AMENDED. PLEASE BE ALSO
ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL
THE QUORUM IS MET OR THE MEETING IS CANCELLED.
THANK YOU.
1 Approve the Company's statutory financial statements Mgmt No Action
for the YE 31 DEC 2009
2 Approve the allocation of net income and distribution Mgmt No Action
of dividends
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LVMH MOET HENNESSY LOUIS VUITTON, PARIS Agenda Number: 702287740
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Security: F58485115
Meeting Type: MIX
Meeting Date: 15-Apr-2010
Ticker:
ISIN: FR0000121014
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - FRENCH RESIDENT SHAREOWNERS MUST COMPLETE, SIGN Non-Voting No vote
AND FORWARD THE PROXY CARD DIRECTLY TO THE
SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN THE NECESSARY
CARD, ACCOUNT DETAILS AND DIRECTIONS. THE
FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS:
PROXY CARDS: VOTING INSTRUCTIONS WILL
BE FORWARDED TO THE GLOBAL CUSTODIANS THAT
HAVE BECOME REGISTERED INTERMEDIARIES,
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE PROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR GLOBAL CUSTODIAN ACTS AS REGISTERED
INTERMEDIARY, PLEASE CONTACT YOUR REPRESENTATIVE
- - PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
- - PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON
THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2010/0310/201003101000501.pdf
O.1 Approve the Company accounts Mgmt For For
O.2 Approve the consolidated accounts Mgmt For For
O.3 Approve the regulated agreements specified in Mgmt For For
Article L. 225-38 of the Code du Commerce
Commercial Code
O.4 Approve the allocation of the result - setting Mgmt For For
of the dividend
O.5 Approve the renewal of the Director's mandate Mgmt For For
held by M. Bernard Arnault
O.6 Approve the renewal of the Director's mandate Mgmt For For
held by Mme. Delphine Arnault
O.7 Approve the renewal of the Director's mandate Mgmt For For
held by M. Nicholas Clive Worms
O.8 Approve the renewal of the Director's mandate Mgmt For For
held by M. Patrick Houel
O.9 Approve the renewal of the Director's mandate Mgmt For For
held by M. Felix G Rahatyn
O.10 Approve the renewal of the Director's mandate Mgmt For For
held by M. Hubert Vedrine
O.11 Appointment of Mme. Helene Carrere d'Encausse Mgmt For For
as a Director
O.12 Approve the renewal of the Censor's mandate Mgmt For For
held by M. Kilian Hennessy
O.13 Approve the renewal of the Auditor's mandate Mgmt For For
held by Deloitte & Associes
O.14 Appointment of Ernst & Young and Others as the Mgmt For For
Auditors
O.15 Approve the renewal of the Auditor's mandate Mgmt For For
held by M. Denis Grison
O.16 Appointment of Auditex as an Assistant Auditors Mgmt For For
O.17 Grant authority to manipulate Company shares Mgmt Against Against
E.18 Grant authority to reduce capital stock by canceling Mgmt For For
self-held shares
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M6 METROPOLE TELEVISION SA, NEUILLY SUR SEINE Agenda Number: 702320071
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Security: F6160D108
Meeting Type: OGM
Meeting Date: 04-May-2010
Ticker:
ISIN: FR0000053225
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
- - French Resident Shareowners must complete, sign Non-Voting No vote
and forward the Proxy Card directly to the
sub custodian. Please contact your Client Service
Representative to obtain the necessary
card, account details and directions. The
following applies to Non-Resident Shareowners:
Proxy Cards: Voting instructions will be
forwarded to the Global Custodians that have
become Registered Intermediaries, on the
Vote Deadline Date. In capacity as
Registered Intermediary, the Global Custodian
will sign the Proxy Card and forward to
the local custodian. If you are unsure whether
your Global Custodian acts as Registered
Intermediary, please contact your representative
- - PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON
THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2010/0329/201003291000929.pdf
1 Approve the financial statements for the FYE Mgmt For For
on 31 DEC 2009
2 Approve the consolidated financial statements Mgmt For For
for the FYE on 31 DEC 2009
3 Approve the allocation of income for the FY Mgmt For For
and set the amount of the dividend
(payment of 2.35 EUR/shares on the 17th of
May in two parts EUR 0.85 and EUR 1.50)
4 Approve the regulated agreements and undertakings Mgmt For For
5 Approve the undertaking in favor of Mr. Nicolas Mgmt For For
de Tavernost in the event of termination of
his duties
6 Approve the undertaking in favor of Mr. Thomas Mgmt For For
Valentin in the event of termination
of his duties
7 Approve the undertaking in favor of Mrs. Catherine Mgmt For For
Lenoble in the event of termination of his
duties
8 Approve the undertaking in favor of Mr. Jerome Mgmt For For
Lefebure in the event of termination
of his duties
9 Ratify the co-optation of Mr. Philippe Delusinne Mgmt For For
as a Supervisory Board Member
10 Ratify the co-optation of Mrs. Delphine Arnault Mgmt For For
as a Supervisory Board Member
11 Approve to set the amount for attendance allowances Mgmt For For
allocated to the Board Members
12 Authorize the Executive Board to allow the Company Mgmt For For
to repurchase its own shares as part of
the Program pursuant to Article L. 225-209
of the Commercial Code
13 Powers for the formalities Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
MEDIASET SPA, COLOGNO MONZESE Agenda Number: 702296636
- --------------------------------------------------------------------------------------------------------------------------
Security: T6688Q107
Meeting Type: OGM
Meeting Date: 20-Apr-2010
Ticker:
ISIN: IT0001063210
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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 21 APR 2010. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS
THE AGENDA IS AMENDED. PLEASE BE ALSO
ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL
THE QUORUM IS MET OR THE MEETING IS CANCELLED.
THANK YOU.
1 Approve the financial statement at 31 DEC 2009, Mgmt No Action
report of the Board of Directors, of
the Board of Auditors and Independent Auditors,
presentation of consolidated financial statement
at 31 DEC 2009
2 Approve the distribution of profits, any adjournment Mgmt No Action
thereof
3 Approve the supplement to the appointment of Mgmt No Action
Independent Auditors Reconta Ernst & Young
S.p.A. by resolution of the general meeting
on 16 APR 2008; pertinent resolutions
4 Grant authority to share buyback and sale, any Mgmt No Action
adjournment thereof
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting No Action
IN TEXT OF RESOLUTION 3. 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.
- --------------------------------------------------------------------------------------------------------------------------
METRO AG, DUESSELDORF Agenda Number: 702310272
- --------------------------------------------------------------------------------------------------------------------------
Security: D53968125
Meeting Type: AGM
Meeting Date: 05-May-2010
Ticker:
ISIN: DE0007257503
- --------------------------------------------------------------------------------------------------------------------------
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 14 APR 2010, 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 Mgmt For For
annual report for the 2009 FY with the report
of the Supervisory Board, the group financial
statements, the group annual report, and the
reports pursuant to Sections 289[4], 289[5]
and 315[4] of the German Commercial Code Resolution
on the appropriation of the distributable profit
of EUR 40 9,833,053.79 as follows: payment
of a dividend of EUR 1.18 per ordinary share
Payment of a dividend of EUR 1.298 per preference
share EUR 23,90 7,769.59 shall be carried forward
Ex -dividend and payable date: 06 MAY 2010
2. Ratification of the acts of the Board of Managing Mgmt For For
Directors
3. Ratification of the acts of the Supervisory Mgmt For For
Board
4. Approval of the remuneration system for the Mgmt For For
members of the Board of Managing Directors
5. Appointment of Auditors for the 2010 FY: KPMG Mgmt For For
AG, Berlin
6. Election of Juergen Kluge to the Supervisory Mgmt For For
Board
7. Authorization to acquire own shares, the Company Mgmt For For
shall be authorized to acquire own shares of
up to 10% of its share capital, at prices not
differing more than 10% from the market price
of the shares, on or before 04 MAY 2015, the
Board of Managing Directors shall be authorized
to float the shares o n foreign stock exchanges,
to use t he shares for mergers and acquisitions,
to retire the shares, to dispose of the shares
in a manner other than the stock exchange or
an offer to all shareholders if the shares
are sold at a price not materially below their
market price, and to offer the shares to holders
of conversion and option rights
8. Resolution on the authorization to issue convertible Mgmt Against Against
and/or warrant bonds, the creation of contingent
capital, and the corresponding amendment to
the Articles of Association, the current authorizations
I and II given by the shareholders meeting
of 13 MAY 2009, to issue convertible and/or
warrant bonds shall be revoked, the Board of
Managing Directors shall be authorized, with
the consent of the Supervisory Board, to issue
bearer bonds of up to EUR 1,500,000,000 and
conferring conversion and/or option rights
f or shares of the Company, on or before 04
MAY 2015, Shareholders shall be granted subscription
rights except for residual amounts, for the
g ranting of such right to holders of conversion
or option rights, and for the issue of bonds
conferring conversion and/or option rights
for s hares of the Company of up to 10% of
the share capital at a price not materially
below their theoretical market value, the Company's
share capital shall be increased accordingly
by up to EUR 127,825,000 through the issue
of up to 50,000,000 new ordinary shares, insofar
as con version and/or option rights are exercised
[contingent capital I], the current contingent
capital II shall be revoked
9. Amendment to Section 13 of the Articles of Association Mgmt For For
in respect of the members of the nomination
Committee only receiving a n annual remuneration
for Membership in the committee if at least
two committee meetings were held within the
corresponding FY
10. Amendment to Sections 15 and 16 o f the Articles Mgmt For For
of Association in respect of the shareholders
meeting being convened at least 36 days prior
to the meeting, and in respect o f shareholders
being entitled to participate in and vote at
the shareholders meeting if they register with
the Company by the sixth day prior to the meeting
and provide evidence of their shareholding
as per the statutory record date
11. Amendment to Section 18 of the Articles of Association Mgmt For For
in respect of proxy voting instructions being
issued in written form or in another manner
determined by the Company
12. Amendments to Sections 16 and 17 of the Articles Mgmt For For
of Association in respect of the Board of Managing
Directors being authorized to permit the shareholders
to participate in the shareholders meeting
b y the use of electronic means of communication,
and in respect of the Board of Managing Directors
being authorized to permit the audiovisual
transmission o f the shareholders meeting
13. Amendment to Section 18 of the articles of Association Mgmt For For
in respect of the Board of Managing Directors
being authorized to permit absentee voting
at shareholders meetings
14. Amendment to Section 8 of the Articles of Association Mgmt For For
in respect of the Supervisory Board electing
the Chairman and the Deputy Chairman of the
Board from among its members
15. Amendment to Section 12 of the Articles of Association Mgmt For For
in respect of the second sentence of the second
paragraph being deleted due to statutory adjustments
to the provisions governing the Supervisory
Board's authority to receive declarations of
intent
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.
- --------------------------------------------------------------------------------------------------------------------------
MILLICOM INTERNATIONAL CELLULAR SA Agenda Number: 702425201
- --------------------------------------------------------------------------------------------------------------------------
Security: L6388F128
Meeting Type: AGM
Meeting Date: 25-May-2010
Ticker:
ISIN: SE0001174970
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No Action
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No Action
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION
TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE
TO BE LODGED
PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN Non-Voting No Action
ACCEPT ABSTAIN AS A VALID VOTE OPTION. THANK
YOU
PLEASE NOTE THAT SEB WILL NOT ARRANGE WITH A Non-Voting No Action
REPRESENTATIVE. THANK YOU
1. Acknowledge the delegation by the Chairman of Mgmt No Action
the Board of Directors of the duty to preside
the 2010 AGM
2. Election of Secretary and the Scrutineer of Mgmt No Action
the 2010 AGM
3. Receive the Directors report (Rapport de Gestion) Mgmt No Action
and the report of the External Auditor on the
consolidated and parent Company [Millicom]
accounts at 31 DEC 2009
4. Approve the consolidated accounts and the parent Mgmt No Action
Company [Millicom] accounts for the YE 31 DEC
2009
5. Approve to allocate the results of the YE 31 Mgmt No Action
DEC 2009, on a parent Company basis, Millicom
generated a profie of USD 620,581,503, of this
amount USD 52,643 is proposed to be allocated
to the legal reserve in accordance with the
requirements of the Luxembourg Law on commercial
Companies dated 10 AUG 1915, as amended (the
"1915 Law"), furthermore, an aggregate amount
of approximately USD 652 million corresponding
to a gross dividend amount of USD 6 per share
is proposed to be distributed as dividend from
the remaining results of the YE 31 DEC 2009
and retained earnings
6. Grant discharge to all the current Directors Mgmt No Action
of Millicom for the performance of their mandate
during the YE 31 DEC 2009
7. Approve to set the number of Directors at 8 Mgmt No Action
8. Re-elect Ms. Maria Brunell Livfors as a Director Mgmt No Action
for a term ending on the day of the 2011 AGM
9. Re-elect Ms. Donna Cordner as a Director for Mgmt No Action
term ending on the day of the 2011 AGM
10. Re-elect Mr. Daniel Johannesson as a Director Mgmt No Action
for term ending on the day of the 2011 AGM
11. Re-elect Mr. Michel Massart as a Director for Mgmt No Action
term ending on the day of the 2011 AGM
12. Re-elect Mr. Allen Sangines-Krause as a Director Mgmt No Action
for term ending on the day of the 2011 AGM
13. Re-elect Mr. Paul Donovan as a Director for Mgmt No Action
term ending on the day of the 2011 AGM
14. Election of Mr. Omari Issa as a new Director Mgmt No Action
for term ending on the day of the 2011 AGM
15. Election of Mr. Hans Holger Albrecht as a new Mgmt No Action
Director for term ending on the day of the
2011 AGM
16. Re-elect PricewaterhouseCoopers S.A.R.L., Luxembourg Mgmt No Action
as the external Auditor of Millicom for a term
ending on the day of the 2011 AGM
17. Approve the Directors fee-based compensation Mgmt No Action
amounting to EUR 392,500 for the period from
the 2010 AGM to the 2011 AGM and share-based
compensation amounting to USD 432,500 for the
period from the 2010 AGM to the 2011 AGM, such
shares to be issued within Millicom's authorized
share capital exclusively in exchange for the
allocation from the premium reserve that is
for nil consideration from the relevant Directors
18.A Authorize the Directors of the Company, at any Mgmt No Action
time between 25 MAY 2010 and the day of the
2011 AGM, provided the required levels of distributable
reserves are met by Millicom at that time,
to engage either directly or through a subsidiary
or a third party, in a share repurchase plan
of Millicom's shares (the "Share Repurchase
Plan") using its available cash reserves in
an amount not exceeding the lower of 10% of
Millicom's issued and outstanding share capital
as of the date of the 2010 AGM (that is approximating
a maximum of 10,900,000 shares corresponding
to USD 16,350,000 in nominal value or (ii)
the then available amount of Millicom's distributable
reserves on a parent Company basis, in the
open market on NASDAQ and NASDAW OMX Stockholm,
at an acquisition price which may not be less
than USD 5 per share nor exceed the higher
of (x) the published bid that is the highest
current independent published bid on a given
date or (y) the last independent transaction
price quoted or reported in the consolidated
system on the same date regardless of the market
or exchange involved
18.B Approve the Board of Directors proposal to give Mgmt No Action
joint authority to Millicom's Chief Executive
Officer, the Chairman and the Vice Chairman
of the Board of Directors [i] to decide within
the limits of the authorization set out in
the resolution, the timing and conditions of
any Millicom's Share Repurchase Plan according
to market conditions and [ii] give mandate
on behalf of Millicom to one or more designated
broker-dealers to implement a Share Repurchase
Plan
18.C Authorize the Millicom, at the discretion of Mgmt No Action
the Board of Directors, in the event the Share
Repurchase Plan is done through a subsidiary
or a third party, to purchase the bought back
the Company shares from such subsidiary or
third party
18.D Authorize the Millicom, at the discretion of Mgmt No Action
the Board of Directors, to pay for the bought
back the Company shares using either distributable
reserves or funds from its share premium account
18.E Authorize the Millicom, at the discretion of Mgmt No Action
the Board of Directors, to transfer all or
part of the purchased Millicom shares to employees
of the Millicom Group in connection with any
existing or future Millicom long-term incentive
plan and /or use the purchased shares as consideration
for merger and acquisition purposes, including
joint ventures and the buy-out of minority
interests in Millicom's subsidiaries, as the
case may be, in accordance with the limits
set out in Articles 49-2, 49-3, 49-4, 49-5
and 49-6 of the 1915 Law
18.F Authorize the Board of Directors with the option Mgmt No Action
of sub-delegation to implement the above authorization
conclude all agreements, carry out all formatlities
and make all declarations with regard to all
authorities and generally do all that is necessary
for the execution of any decisions made in
connection with this authorization
- --------------------------------------------------------------------------------------------------------------------------
MOBISTAR SA, BRUXELLES Agenda Number: 702321388
- --------------------------------------------------------------------------------------------------------------------------
Security: B60667100
Meeting Type: MIX
Meeting Date: 05-May-2010
Ticker:
ISIN: BE0003735496
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No Action
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING
INSTRUCTIONS IN THIS MARKET. ABSENCE
OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
- - MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No Action
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN
OF EACH BENEFICIAL OWNER NAME, ADDRESS AND
SHARE POSITION TO YOUR CLIENT SERVICE
REPRESENTATIVE. THIS INFORMATION IS REQUIRED
IN ORDER FOR YOUR VOTE TO BE LODGED
1 Acknowledge the Management Report of the Board Non-Voting No Action
of Directors on the annual consolidated
accounts
2 Receive the report of the Auditor on the annual Non-Voting No Action
accounts
3 Approve the annual accounts ended on 31 DEC Mgmt No Action
2009 and the affectation of the result
4 Grant discharge to the Directors Mgmt No Action
5 Grant discharge to the Auditor Mgmt No Action
6 Approve the nomination of Mrs. Nathalie Clere Mgmt No Action
as a Director
7 Approve the raising of the capital of EUR 22,540,974.83 Mgmt No Action
8 Amend Article 2 of the Statutes Mgmt No Action
9 Amend Article 5 of the Statutes Mgmt No Action
10 Amend Article 13 of the Statutes Mgmt No Action
11 Approve to modify Article 15 of the statuses Mgmt No Action
12 Amend Article 22 of the Statutes Mgmt No Action
13 Amend Article 24 of the Statutes Mgmt No Action
14 Amend Article 26 of the Statutes Mgmt No Action
15 Amend Article 27 of the Statutes Mgmt No Action
16 Authorize Mr. Johan Van Den Cruijce, with the Mgmt No Action
possibility to sub-delegate, to coordinate
the text of the Statutes
17 Approve, if necessary, to confirm Article 16.2c Mgmt No Action
of the Corporate Framework Services Agreement
18 Approve, if necessary, to confirm Article 11.3.3 Mgmt No Action
of the Corporate Framework Agreement
19 Approve, and if necessary, to confirm Article Mgmt No Action
13.5 of the Full MVNO Agreement
20 Approve, and if necessary, to confirm Articles Mgmt No Action
11 and 16.1(ii) of the Strategic Partnership
Agreement
21 Corporate Governance Non-Voting No Action
- --------------------------------------------------------------------------------------------------------------------------
MTR CORP LTD Agenda Number: 702391335
- --------------------------------------------------------------------------------------------------------------------------
Security: Y6146T101
Meeting Type: AGM
Meeting Date: 27-May-2010
Ticker:
ISIN: HK0066009694
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE Non-Voting No vote
OF "ABSTAIN" WILL BE TREATED THE SAME AS A
"TAKE NO ACTION" VOTE.
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE Non-Voting No vote
BY CLICKING ON THE URL LINK: http://www.hkexnews.hk/listedco/listconews/sehk/20100423/LTN20100423741.pdf
1 Receive the audited statement of accounts and Mgmt For For
the reports of the Directors and the Auditors
of the Company for the YE 31 DEC 2009
2 Declare a final dividend for the YE 31 DEC 2009 Mgmt For For
3.A Election of Vincent Cheng Hoi-chuen as a Member Mgmt For For
of the Board of Directors of the Company
3.B Re-elect Chow Chung-Kong as a Member of the Mgmt For For
Board of Directors of the Company
3.C Re-elect Christine Fang Meng-Sang as a Member Mgmt For For
of the Board of Directors of the Company
4 Re-appoint KPMG as the Auditors of the Company Mgmt For For
and authorize the Board of Directors to
determine their remuneration
5 Grant a general mandate to the Board of Directors Mgmt Against Against
to allot, issue, grant, distribute and
otherwise deal with additional shares in the
Company, not exceeding 10% of the issued
share capital of the Company at the date of
this resolution as adjusted
6 Grant a general mandate to the Board of Directors Mgmt For For
to purchase shares in the Company, not exceeding
10% of the issued share capital of the Company
at the date of this resolution
7 Authorize the Board of Directors, conditional Mgmt Against Against
on the passing of Resolutions 5 and 6, to allot,
issue, grant, distribute and otherwise deal
with additional shares in the Company under
Resolution 5 in respect of the aggregate nominal
amount of share capital in the Company purchased
by the Company
- --------------------------------------------------------------------------------------------------------------------------
NATIONAL BANK OF GREECE Agenda Number: 702406996
- --------------------------------------------------------------------------------------------------------------------------
Security: X56533114
Meeting Type: OGM
Meeting Date: 21-May-2010
Ticker:
ISIN: GRS003013000
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve the reports of Board of Directors, Auditors Mgmt No Action
for the Annual Financial Statements of 2009
2 Approve the Annual Financial Statements of 2009 Mgmt No Action
approve profit distribution and cash dividend
payment
3 Approve the dismissal of Board of Directors Mgmt No Action
and Chartered Auditor from any compensational
responsibility for 2009
4 Approve the salaries and contracts, evaluation Mgmt No Action
of the salaries until the general meeting
of 2011
5 Authorize the Board of Directors, to the Directors Mgmt No Action
to take part in Board of Directors or Company's
administration of the Group that have similar
scopes
6 Election of a new Board of Directors member Mgmt No Action
in replacement of a resigned one
7 Election of Chartered Auditors ordinary and Mgmt No Action
substitute for the Bank's Financial
Statements and Group's consolidated Financial
Statements of 2009, definition of their salaries
8 Various announcements and approvals Mgmt No Action
- --------------------------------------------------------------------------------------------------------------------------
NEPTUNE ORIENT LINES LTD Agenda Number: 702312985
- --------------------------------------------------------------------------------------------------------------------------
Security: V67005120
Meeting Type: AGM
Meeting Date: 14-Apr-2010
Ticker:
ISIN: SG1F90001388
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive and adopt the Directors' report and Mgmt For For
Accounts for the FYE 25 DEC 2009 and the Auditors'
report thereon
2 Approve the payments to Non-Executive Directors Mgmt For For
of up to SGD 1,750,000 as Directors' fees
for the FYE 25 DEC 2009 FY 2009: up to SGD1,750,000
3 Re-elect Mr. Simon Claude Israel as a Director Mgmt For For
who retires by rotation, pursuant to
Article 97 of the Company's Articles of Association
4 Re-elect Mr. Cheng Wai Keung as a Director who Mgmt For For
retires by rotation, pursuant to Article 97
of the Company's Articles of Association
5 Re-elect Mr. Christopher Lau Loke Sam Independent Mgmt For For
Member of the Audit Committee as a
Director who retires by rotation, pursuant
to Article 97 of the Company's Articles of
Association
- - Mr. Tan Pheng Hock is also due to retire from Non-Voting No vote
office by rotation at the 41st AGM but will
not be seeking re-election thereat
6 Re-elect Mr. Robert J Herbold as a Director Mgmt For For
who retires by rotation, pursuant to Article
102 of the Company's Articles of Association
- - Messrs. James Connal Scotland Rankin and Boon Non-Voting No vote
Swan Foo will also retire from office at the
41st AGM
7 Re-appoint Ernst & Young LLP as the Company's Mgmt For For
Auditors and authorize the Directors to
fix their remuneration
8 Approve to renew the Mandate for Directors to Mgmt For For
allot and issue shares subject to limits,
as specified
9 Authorize the Directors to offer and grant options Mgmt For For
and/or awards, and to allot and issue
shares, pursuant to the provisions of the NOL
Share Option Plan and the NOL Performance
Share Plan 2004, subject to limits as specified
10 Approve the renewal of the Share Purchase Mandate Mgmt For For
11 Approve the renewal of the Mandate for Interested Mgmt For For
Person Transactions
- - To transact any other business Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
NESTLE S A Agenda Number: 702312567
- --------------------------------------------------------------------------------------------------------------------------
Security: H57312649
Meeting Type: AGM
Meeting Date: 15-Apr-2010
Ticker:
ISIN: CH0038863350
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting No Action
REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES
AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY.
UPON RECEIPT OF THE VOTING INSTRUCTION, IT
IS POSSIBLE THAT A MARKER MAY BE PLACED ON
YOUR SHARES TO ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE.
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No Action
MEETING NOTICE SENT UNDER MEETING 603908 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.
1.1 Approve the Annual Report, the financial statements Mgmt No Action
of Nestle S.A. and the consolidated financial
statements of the Nestle Group for 2009
1.2 Approve the acceptance of the compensation report Mgmt No Action
2009
2. Approve to release the Members of the Board Mgmt No Action
of Directors and of the Management
3. Approve the appropriation of profits resulting Mgmt No Action
from the balance sheet of Nestle S.A Retained
earnings as specified provided that the proposal
of the Board of Directors is approved, the
gross dividend will amount to CHF 1.60 per
share, representing a net amount of CHF 1.04
per share after payment of the Swiss withholding
tax of 35% the last trading day with entitlement
to receive the dividend is 16 APR 2010, the
shares will be traded ex dividend as of 19
APR 2010, the net dividend will be payable
as from 22 APR 2010
4.1.1 Re-elections of Mr. Peter Brabeck-Letmathe to Mgmt No Action
the Board of Directors for a term of 3 years
4.1.2 Re-elections of Mr. Steven G. Hoch, to the Board Mgmt No Action
of Directors for a term of 3 years
4.1.3 Re-elections of Mr.Andre Kudelski to the Board Mgmt No Action
of Directors for a term of 3 years
4.1.4 Re-elections of Mr.Jean-Rene Fourtou to the Mgmt No Action
Board of Directors for a term of 2 years
4.2.1 Elections of Mrs. Titia de Lange to the Board Mgmt No Action
of Directors for a term of 3 years
4.2.2 Elections of Mr. Jean-Pierre Roth to the Board Mgmt No Action
of Directors for a term of 3 years
4.3 Re-election of KPMG S.A., Geneva branch for Mgmt No Action
a term of 1year
5. Approve the cancellation of 185,000.000 shares Mgmt No Action
repurchased under the share buy-back programme,
and reduction of share capital by CHF 18,500.000,
and amend the Article 3 of the Articles of
Association as specified
6. Amend the New Article 4 of the Articles of Association Mgmt No Action
as specified
- --------------------------------------------------------------------------------------------------------------------------
NEXT PLC Agenda Number: 702366433
- --------------------------------------------------------------------------------------------------------------------------
Security: G6500M106
Meeting Type: AGM
Meeting Date: 18-May-2010
Ticker:
ISIN: GB0032089863
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Adopt the accounts and reports of the Directors Mgmt For For
and Auditors
2 Approve the remuneration report Mgmt For For
3 Declare a final ordinary dividend of 47p per Mgmt For For
share
4 Re-elect Steve Barber as a Director Mgmt For For
5 Re-elect David Keens as a Director Mgmt For For
6 Re-appoint Ernst and Young as the Auditors and Mgmt For For
authorize the Directors to set their remuneration
7 Approve the next 2010 Share Matching Plan Mgmt For For
8 Grant authority to allot shares Mgmt Against Against
S.9 Grant authority to disappy pre-emption rights Mgmt For For
S.10 Grant authority for on-market purchase of own Mgmt For For
shares
S.11 Grant authority to enter into programme agreements Mgmt For For
with each of Goldman Sachs International, UBS
AG, Deutsche Bank AG and Barclays Bank PLC
S.12 Approve and adopt the new Articles of Association Mgmt For For
S.13 Grant authority to the calling of general meetings Mgmt For For
other than AGMs on 14 clear days' notice
- --------------------------------------------------------------------------------------------------------------------------
NOKIA CORP, ESPOO Agenda Number: 702230599
- --------------------------------------------------------------------------------------------------------------------------
Security: X61873133
Meeting Type: AGM
Meeting Date: 06-May-2010
Ticker:
ISIN: FI0009000681
- --------------------------------------------------------------------------------------------------------------------------
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
PLEASE NOTE THAT ABSTAIN VOTE AT QUALIFIED MAJORITY Non-Voting No vote
ITEMS [2/3] WORKS AGAINST PROPOSAL.
1. Opening of the Meeting Non-Voting No vote
2. Matters of order for the Meeting Non-Voting No vote
3. Election of the persons to confirm the minutes Non-Voting No vote
and to verify the counting of votes
4. Recording the legal convening of the Meeting Non-Voting No vote
and quorum
5. Recording the attendance at the Meeting and Non-Voting No vote
adoption of the list of votes
6. Presentation of the Annual Accounts 2009, the Non-Voting No vote
report of the Board of Directors and the Auditor's
report for the year 2009 - Review by the President
and CEO
7. Adoption of the Annual Accounts Mgmt For For
8. Resolution on the use of the profit shown on Mgmt For For
the balance sheet and the payment of dividend:
the Board proposes to the AGM a dividend of
EUR 0.40 per share for the FY 2009. The dividend
will be paid to shareholders registered in
the Register of shareholders held by Euroclear
Finland Ltd on the record date, 11 MAY 2010.
The Board proposes that the dividend be paid
on or about 25 May 2010.
9. Resolution on the discharge of the Members of Mgmt For For
the Board of Directors and the President from
liability
10. Resolution on the remuneration of the Members Mgmt For For
of the Board of Directors: The Board's Corporate
Governance and Nomination Committee proposes
to the AGM that the remuneration payable to
the Members of the Board to be elected at the
AGM for the term for a term ending at the AGM
in 2011, be unchanged from 2008 and 2009 and
be as follows: EUR 440,000 for the Chairman,
EUR 150,000 for the Vice Chairman, and EUR
130,000 for each Member. In addition, the Committee
proposes that the Chairman of the Audit Committee
and Chairman of the Personnel Committee will
each receive an additional annual fee of EUR
25,000 and other Members of the Audit Committee
an additional annual fee of EUR 10,000 each.
The Corporate Governance and Nomination Committee
proposes that approximately 40% of the remuneration
be paid in Nokia shares purchased from the
market, which shares shall be retained until
the end of the Board Membership in line with
the Nokia policy [except for those shares needed
to offset any costs relating to the acquisition
of the shares, including taxes].
11. Resolution on the number of Members of the Board Mgmt For For
of Directors: Georg Ehrnrooth, Nokia Board
Audit Committee Chairman since 2007 and Board
Member since 2000, has informed that he will
not stand for re-election. The Board's Corporate
Governance and Nomination Committee proposes
to the AGM that the number of Board Members
be 10.
12. Election of Members of the Board of Directors: Mgmt For For
The Board's Corporate Governance and Nomination
Committee proposes to the AGM that the following
current Nokia Board Members be re-elected as
Members of the Board of Directors for a term
ending at the AGM in 2011: Lalita D. Gupte,
Dr. Bengt Holmstrom, Prof. Dr. Henning Kagermann,
Olli-Pekka Kallasvuo, Per Karlsson, Isabel
Marey-Semper, Jorma Ollila, Dame Marjorie Scardino,
Risto Siilasmaa and Keijo Suila.
13. Resolution on the remuneration of the Auditor: Mgmt For For
The Board's Audit Committee proposes to the
AGM that the External Auditor to be elected
at the AGM be reimbursed according to the invoice
of the Auditor, and in compliance with the
purchase policy approved by the Audit Committee.
14. Election of Auditor: The Board's Audit Committee Mgmt For For
proposes to the AGM that PricewaterhouseCoopers
Oy be re-elected as the Company's Auditor for
the FY 2010.
15. Resolution on the amendment of the Articles Mgmt For For
of Association: The Board proposes to the AGM
the Articles of Association of the Company
to be amended as follows: Amend the provision
on the object of the Company to reflect more
precisely its current business activities [Article
2]. Amend the provision on the notice of a
General Meeting to the effect that the provisions
on the publication date of the notice corresponds
to the amended provisions of the Finnish Companies
Act and to allow the publication of the notice
in the same manner as the other official disclosures
of the Company [Article 10].
16. Authorize the Board of Directors to resolve Mgmt For For
to repurchase the Company's own shares: The
Board proposes that the AGM authorize the Board
to resolve to repurchase a maximum of 360 million
Nokia shares by using funds in the unrestricted
shareholders' equity. Repurchases will reduce
funds available for distribution of profits.
The shares may be repurchased in order to develop
the capital structure of the Company, finance
or carry out acquisitions or other arrangements,
settle the Company's equity-based incentive
plans, be transferred for other purposes, or
be cancelled. The shares may be repurchased
either a) through a tender offer made to all
the shareholders on equal terms; or b) through
public trading by repurchasing the shares in
another proportion than that of the current
shareholders. It is proposed that the authorization
be effective until 30 JUN 2011 and terminate
the corresponding authorization granted by
the AGM on 23 APR 2009.
17. Authorize the Board of Directors to resolve Mgmt Against Against
on the issuance of shares and special rights
entitling to shares. The Board proposes that
the AGM authorizes the Board to resolve to
issue a maximum of 740 million shares during
the validity period of the authorization through
issuance of shares or special rights entitling
to shares [including stock options] under Chapter
10, Section 1 of the Finnish Companies Act
in 1 or more issues. The Board proposes that
the authorization may be used to develop the
Company's capital structure, diversify the
shareholder base, finance or carry out acquisitions
or other arrangements, settle the Company's
equity-based incentive plans, or for other
purposes resolved by the Board. It is proposed
that the authorization include the right for
the Board to resolve on all the terms and conditions
of the issuance of shares and such special
rights, including to whom shares or special
rights may be issued as well as the consideration
to be paid. The authorization thereby includes
the right to deviate from the shareholders'
pre-emptive rights within the limits set by
law. It is proposed that the authorization
be effective until 30 JUN 2013 and terminate
the corresponding authorization granted by
the AGM on 03 MAY 2007.
18. Closing of the Meeting Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
ORKLA A S Agenda Number: 702325324
- --------------------------------------------------------------------------------------------------------------------------
Security: R67787102
Meeting Type: AGM
Meeting Date: 22-Apr-2010
Ticker:
ISIN: NO0003733800
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No Action
ID 675571 DUE TO ADDITION OF A RESOLUTION.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING
WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No Action
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION
TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE
TO BE LODGED
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No Action
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
1.1 Approve the financial statements for 2009 for Mgmt No Action
Orkla ASA and the Orkla Group and the annual
report of the Board of Directors
1.2 Approve a share dividend for 2009 of NOK 2.25 Mgmt No Action
per share, except for shares owned by the Group
2.1 Explanation of Orkla's terms and conditions Non-Voting No Action
policy and the Board of Directors' statement
of guidelines for the pay and other remuneration
of the Executive Management
2.2 Approve the Board of Directors' statement of Mgmt No Action
guidelines for the pay and other remuneration
of the Executive Management in the coming FY
2.3 Approve the guidelines for share-related incentive Mgmt No Action
arrangements in the coming FY
3.2 Grant authority to acquire treasury shares, Mgmt No Action
to fulfill the existing employee incentive
arrangements, and incentive arrangements adopted
by the General Meeting in accordance with Item
2.3 of the agenda
3.3 Grant authority to acquire treasury shares, Mgmt No Action
to be utilized to acquire shares for cancellation
4. Authorize the Board of Directors to increase Mgmt No Action
share capital through the subscription of new
shares
5.1 Election of the Members to the Corporate Assembly Mgmt No Action
5.2 Election of the Deputy Members to the Corporate Mgmt No Action
Assembly
6.1 Election of Olaug Svarva, Idar Kreutzer and Mgmt No Action
Leiv Askvig as the Members to the Nomination
Committee
6.2 Election of Idar Kreutzer as a new Chair of Mgmt No Action
the Nomination Committee
7. Approve the remuneration of the Members and Mgmt No Action
Deputy Members of the Corporate Assembly
8. Approve the remuneration of the Members of the Mgmt No Action
Nomination Committee
9. Approve the guidelines for the Nomination Committee Mgmt No Action
10. Approve the Auditor's remuneration Mgmt No Action
11. PLEASE NOTE THAT THIS IS A SHAREHOLDER'S PROPOSAL Shr No Action
[Trond Bjornstad]: approve that the Board of
Directors shall immediately direct Orkla's
management to ensure that Orkla Finans' operations
at all times are grounded in adequate expertise
and satisfactory ethical guidelines
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No Action
OF NAMES IN RESOLUTIONS 6.1 AND 6.2. 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.
- --------------------------------------------------------------------------------------------------------------------------
OVERSEA-CHINESE BANKING CORPORATION LTD, SINGAPORE Agenda Number: 702318103
- --------------------------------------------------------------------------------------------------------------------------
Security: Y64248209
Meeting Type: AGM
Meeting Date: 16-Apr-2010
Ticker:
ISIN: SG1S04926220
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the audited accounts for the FYE 31 Mgmt For For
DEC 2009 and the reports of the Directors
and the Auditors thereon
2.A Re-appoint Mr. Lee Seng Wee as a Director under Mgmt For For
Section 153 6 of the Companies Act,
Chapter 50, to hold from the date of this AGM
until the next AGM
2.B Re-appoint Mr. Patrick Yeon Khwai Hoh as a Director Mgmt For For
under Section 15 6 of the Companies Act,
Chapter to hold from the date of this AGM until
the next AGM
3.A Re-elect Mr. David Philbrick Conner as a Director Mgmt For For
who retires by rotation
3.B Re-elect Professor Neo Boon Slong as a Director Mgmt For For
who retires by rotation
4 Approve the final one-tier exempt dividend of Mgmt For For
14 cents per ordinary share, in respect of
the FYE 31 DEC 2009
5 Approve the remuneration of the Non-executive Mgmt For For
Directors of the Bank for the FYE 31 DEC
2009 comprising the following: a) Directors'
fees of SGD 1,746,000; b) 6,000 ordinary
shares in the capital of the Bank for each
Non-executive Director of the bank and
for this purpose to pass the following resolution
with or without amendments as an ordinary resolution:
i) pursuant to Article 140 of the Articles
of Association of the bank, authorize the
Directors of the bank to allot and issue
an aggregate of 60,000 ordinary shares
in the capital of the bank the Remuneration
Shares as bonus shares for which no consideration
is payable, to The Capital Depository Plc
Limited for the account of: 1) Mr. Bobby Chin
Yoka Choong or for the account of such depository
agents as he may direct Contd..
- - Contd.. in respect of 6,000 remuneration shares; Non-Voting No vote
2) Mrs. Pang Al Lian or for the account of
such depository agents as he may direct in
respect of 6,000 remuneration shares; 3)
Mr. Giam Chin Toon or for the account of such
depository agents as he may direct
in respect of 6,000 remuneration shares; 4)
Mr. Lee Seng Wee or for the account of such
depository agents as he may direct in respect
of 6,000 remuneration shares; 5) Dr. Lee Tih
Shih or for the account of such depository
agents as he may direct in respect of 6,000
remuneration shares; 6) Mr. Colm Martin McCarthy
or for the account of such depository agents
as he may direct in respect of 6,000 remuneration
shares; 7) Professor Neo Boon Slong or for
the account of such depository agents as he
may direct in respect of 6,000 remuneration
shares; 8) Mr. Pramukti Surjaudaja Contd..
- - Contd.. or for the account of such depository Non-Voting No vote
agents as he may direct in respect of 6,000
remuneration shares; 9) Mr. Wong Nang Jang
or for the account of such depository
agents as he may direct in respect of 6,000
remuneration shares; 10) Mr. Patrick
Yeon Khwai Hoh or for the account of such
depository agents as he may direct in respect
of 6,000 remuneration shares; as payment
in part of their respective non-executive Directors
remuneration for the FYE 31 DEC 2009,
the remuneration shares to rank in all respects
pari passu with the existing ordinary shares;
and ii) authorize any Director of the Bank
or the Secretary to do all things necessary
or desirable to give effect to as specified
6 Appoint Auditors and approve to fix their remuneration Mgmt For For
7 Authorize the Directors of the Bank to : 1) Mgmt Against Against
i) issue ordinary shares in the capital of
the bank Ordinary Shares whether by way of
rights, bonus or otherwise; and/or ii)
make or grant offers, agreements or options
collectively, Instruments that
might or would require ordinary shares to be
issued, including but not limited to the creation
and issue of as well as adjustments to
warrants, debentures or other instruments
convertible into ordinary shares; on a pro
rata basis to shareholders of the bank, at
any time upon such terms and conditions and
for such purposes as the Directors may in
their absolute discretion deem fit, and ii)
notwithstanding the authority conferred
by this resolution may have ceased to be in
force issue ordinary shares in pursuance
of any instrument made or granted by the Directors
while this Contd..
- - Contd.. resolution was in force, provided that: Non-Voting No vote
1) the aggregate number of ordinary shares
to be issued pursuant to this resolution including
ordinary shares to be issued in pursuance
of instruments made or granted pursuant to
this resolution shall not exceed 50% of
the total number of issued ordinary shares
in the capital of the bank excluding treasury
shares as calculated in accordance with paragraph
2 as specified ; 2) subject to such manner
of calculation and adjustments as may be
prescribed by the Singapore Exchange Securities
Trading Limited SGX-ST for the purpose of
determining the aggregate number of ordinary
shares that may be issued under Paragraph 1
as specified, the total number of issued
ordinary shares in the capital of the bank
excluding treasury shares shall be based on
the total number of issued ordinary shares
Contd..
- - Contd.. in the capital of the bank excluding Non-Voting No vote
treasury shares at the time this resolution
is passed, after adjusting for: i) new ordinary
shares arising from the conversion or exercise
of any convertible securities or share
options or vesting of share awards which
or outstanding or subsisting at the time of
this resolution is passed; and ii) any subsequent
bonus issue, consolidation or subdivision
of ordinary shares; 3) in exercising the
authority conferred by this resolution,
the bank shall comply with the provisions
of the listing manual of the SGX-ST for the
time being in force unless such compliance
has been waived by the SGX-ST and the Articles
of Association for the time being of the
bank; Contd..
- - Contd.. and Authority expires the earlier of Non-Voting No vote
the conclusion of the next AGM of the Bank
or the date by which the next AGM of the Bank
is required by law to be held
8 Authorize the Directors of the Bank to: i) offer Mgmt For For
and grant options in accordance with
the provisions of the OCBC share option scheme
2001 the 2001 Scheme and/or grant rights
to subscribe for ordinary shares in accordance
with the provisions of the OCBC employee
share purchase plan the Plan ; and ii) allot
and issue from time to time such number of
ordinary shares in the capital of bank as
may be required to be issued pursuant to the
exercise options under the 2001 scheme
and/or such number of ordinary shares in the
capital of the bank as may be required to
be issued pursuant to the exercise of rights
to subscribe for ordinary shares, under the
plan; Contd..
- - Contd.. provided that the aggregate number of Non-Voting No vote
new ordinary shares to be issued pursuant
to t he 2001 scheme and the plan shall not
exceed 5% of the total number of issued ordinary
shares in the capital of the bank excluding
treasury shares from time to time
9 Authorize the Directors of the Bank to allot Mgmt For For
and issue from time to time such number of
ordinary shares as may be required to be allotted
and issued pursuant to the Overseas
Chinese Banking Corporation Limited Scrip Dividend
Scheme
10 Authorize the Directors of the Bank to: i) allot Mgmt Against Against
and issue preference share referred to in
Articles 7A, 7B, 7C, 7D, 7E, 7F, 7G, 7H, 7I,
7J, 7K, 7L and 7M of the Articles of Association
of the bank, other preference shares or
non-voting shares in the capital of the
bank whether by way of rights, bonus or otherwise;
and/or ii) make or grant offers, agreements
or options that might or would require
preference shares referred to in this resolution
or non-voting shares to be issued, not being
ordinary shares to which the authority
referred to in Resolution 7 relates at any
time and upon such terms and conditions and
for such purposes and to such persons as the
Directors may in their absolute discretion
deem fit, and notwithstanding the authority
conferred by this resolution may have ceased
to be in force Contd..
- - Contd.. issue preference shares referred to Non-Voting No vote
in this resolution or non-voting shares in
pursuance of any offers, agreements or options
made or granted by the Directors while this
resolution was in force; and Authority expires
the earlier of the conclusion of the next
AGM of the Bank or the date by which the
next AGM of the Bank is required by law to
be held
- --------------------------------------------------------------------------------------------------------------------------
OVERSEA-CHINESE BANKING CORPORATION LTD, SINGAPORE Agenda Number: 702318571
- --------------------------------------------------------------------------------------------------------------------------
Security: Y64248209
Meeting Type: EGM
Meeting Date: 16-Apr-2010
Ticker:
ISIN: SG1S04926220
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Authorize the Directors of the Bank, for the Mgmt For For
purposes of Sections 76C and 76E of the Companies
Act, Chapter 50 of Singapore [the Companies
Act], to purchase or otherwise acquire issued
ordinary shares in the capital of the Bank
[Ordinary Shares], not exceeding in aggregate
the Maximum limit [as specified], at such price
or prices as may be determined by the Directors
from time to time up to the maximum price [as
defined] whether by way of: market purchase[s]
on the Singapore Exchange Securities Trading
Limited [SGX-ST] and/or any other stock exchange
on which the ordinary shares may for the time
being be listed and quoted [other Exchange]
and/or; off-market purchase[s] if effected
otherwise than on the SGX-ST or, or as the
case may be, other exchange] in accordance
with any equal access Scheme[s] as may be determined
or CONTD
CONTD formulated by the Directors as they consider Non-Voting No vote
fit, which scheme[s] shall satisfy all the
conditions prescribed by the Companies Act;
or otherwise in accordance with all other laws
and regulations and rules of the SGX-ST, or
as the case may be, other exchange as may for
the time being be applicable, and approved
generally and unconditionally [the "Share Purchase
Mandate"]; unless varied or revoked by the
Bank is general meeting, the authority conferred
on the Directors of the Bank pursuant to the
Share purchase mandate may be exercised by
the Directors at any time and from time to
time during the period commencing from the
date of the passing of this resolution; [Authority
expires on the earlier of the date on which
the next AGM of the Bank is held and by which
the next AGM is required CONTD
CONTD... by the law]; Authorize the Directors Non-Voting No vote
to do all such acts and things [including executing
such documents as may required] as they and/or
he may consider expedient or necessary to give
effect to the transactions contemplated
- --------------------------------------------------------------------------------------------------------------------------
PORTUGAL TELECOM SGPS SA, LISBOA Agenda Number: 702506695
- --------------------------------------------------------------------------------------------------------------------------
Security: X6769Q104
Meeting Type: OGM
Meeting Date: 30-Jun-2010
Ticker:
ISIN: PTPTC0AM0009
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve to resolve on the proposal received Mgmt For For
from Telefonica on 01 JUN 2010 regarding the
acquisition of the shares held by Companies
of the Portugal Telecom Group in Brasilcel,
N.V., under the terms and at the price of the
current offer or at a higher price presented
- --------------------------------------------------------------------------------------------------------------------------
PPR SA, PARIS Agenda Number: 702369972
- --------------------------------------------------------------------------------------------------------------------------
Security: F7440G127
Meeting Type: MIX
Meeting Date: 19-May-2010
Ticker:
ISIN: FR0000121485
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
O.1 Approve the Company accounts for the year 2009 Mgmt For For
O.2 Approve the consolidated accounts for the year Mgmt For For
2009
O.3 Approve the allocation of result and the distribution Mgmt For For
of the dividend
O.4 Approve the agreements specified in Articles Mgmt For For
L. 225-38 et sequence of the Code du commerce
commercial code
O.5 Appointment of Mrs. Laurence Boone as a Director Mgmt For For
for a 4 year period
O.6 Appointment of Mrs. Yseulys Costes as a Director Mgmt For For
for a 4 year period
O.7 Appointment of Mrs. Caroline Puel as a Director Mgmt For For
for a 4 year period
O.8 Approve the Board of Directors' fees Mgmt For For
O.9 Approve the renewal of an Auditor's mandate Mgmt For For
O.10 Appointment of The Firm KPMG Audit as an Assistant Mgmt For For
Auditor
O.11 Grant authority to operate using Company shares Mgmt For For
E.12 Grant powers to issue, without any preferential Mgmt Against Against
subscription right and as part of a public
offer, shares and/ or any tangible assets granting
access, immediately and/ or at term, to capital
securities and/or tangible assets, entitling
allocation of debt securities
E.13 Grant to decide to increase capital stock by Mgmt Against Against
issuing, without any preferential
subscription right and as part of an offer
as specified in Article L. 411-2.II of
the Code Monetaire et Financier Monetary and
Financial Code , especially to qualified
investors, shares and/or any tangible
assets granting access to the Company's capital
stock and/or issue of assets entitling allocation
of debt securities
E.14 Grant authority to set the price for issue of Mgmt Against Against
shares and/or tangible assets granting access
to capital stock according to certain procedures,
up to a ceiling of 10% of capital stock
per year, to increase capital stock by
issuing with no preferential subscription
right shares
E.15 Grant authority to increase the number of shares Mgmt Against Against
or tangible assets to be issued in the
event of an increase in capital stock with
no preferential subscription right
E.16 Grant authority to increase capital stock by Mgmt Against Against
issuing, without and preferential
subscription right, shares or other assets,
granting access to capital stock reserved
for current or former employees who belong
to a savings plan
E.17 Authorize the Board of Directors to agree share Mgmt Against Against
purchase or subscription options for employed
members of staff and agents within the group
or certain categories of them
E.18 Authorize the Board of Directors to allocate Mgmt Against Against
existing shares free of charge or issue them
to employed members of staff and agents within
the group or certain categories of them
E.19 Authorize the Board of Directors to issue refundable Mgmt Against Against
share subscription and/or purchase notes
BSAARs to employees and agents within the
group, with no shareholders' preferential subscription
right
E.20 Amend the Article 22 of the Articles of Association Mgmt For For
O.E21 Powers for formalities Mgmt For For
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON
THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2010/0412/201004121001116.pdf
AND https://balo.journal-officiel.gouv.fr/pdf/2010/0428/201004281001567.pdf
CMMT French Resident Shareowners must complete, sign Non-Voting No vote
and forward the Proxy Card directly to the
sub custodian. Please contact your Client Service
Representative to obtain the necessary
card, account details and directions. The
following applies to Non-Resident Shareowners:
Proxy Cards: Voting instructions will be
forwarded to the Global Custodians that have
become Registered Intermediaries, on the
Vote Deadline Date. In capacity as
Registered Intermediary, the Global Custodian
will sign the Proxy Card and forward to
the local custodian. If you are unsure whether
your Global Custodian acts as Registered
Intermediary, please contact your representative
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF ADDITIONAL LINK. 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.
- --------------------------------------------------------------------------------------------------------------------------
PUBLIC POWER CORP OF GREECE Agenda Number: 702356329
- --------------------------------------------------------------------------------------------------------------------------
Security: X7023M103
Meeting Type: EGM
Meeting Date: 26-Apr-2010
Ticker:
ISIN: GRS434003000
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Amend the Articles 10 and 36 of the Articles Mgmt No Action
of Incorporation of PPC S.A
2 Approve the appointment, pursuant to Article Mgmt No Action
37 of Law 3993/2008, of the members of the
Audit Committee
3 Appointment of a new Member of the Board of Mgmt No Action
Directors and of his capacity
4 Approve the exceptional, non recurring financial Mgmt No Action
support in favor of PPC S.A, Personnel Insurance
Funds [IKA TAP DEH and TAYTEKO TEAPAP DEH]
of a maximum amount equal to the amount to
be saved as a result of the reduction in the
remuneration of employees pursuant to Article
1 of Law 3833/2010
5 Announcements and other issues Mgmt No Action
- --------------------------------------------------------------------------------------------------------------------------
PUBLIC POWER CORPORATION SA Agenda Number: 702484976
- --------------------------------------------------------------------------------------------------------------------------
Security: X7023M103
Meeting Type: OGM
Meeting Date: 29-Jun-2010
Ticker:
ISIN: GRS434003000
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the submission for approval of PPC S.A.S Mgmt No Action
stand alone and consolidated financial statements
for the 8th FY from 01 JAN 2009 to 31 DEC 2009
as well as the unbundled financial statements
pursuant to Article 20 of Law 3426/2005
2. Approve the dividend distribution for the FY Mgmt No Action
starting on 01 JAN 2009 and ending on 31 DEC
2009
3. Grant release to the members of the Board of Mgmt No Action
Directors and the Certified Auditors Accountants
from any responsibility for compensation concerning
the FY from 01 JAN 2009 to 31 DEC 2009 pursuant
to Article 35 of Codified Law 2190/1920
4. Approve the remuneration and compensation paid Mgmt No Action
to the members of the Board of Directors of
the Company for the FY from 01 JAN 2009 to
31 DEC 2009 and pre-approval of the gross remuneration
and compensation to be paid for the FY from
01 JAN 2010 to 31 DEC 2010
5. Appointment of Certified Auditors for the FY Mgmt No Action
from 01 JAN 2010 to 31 DEC 2010, pursuant to
Articles 31 and 32 of the Articles of Incorporation
of the Company and approve the Certified Auditors
remuneration for the above mentioned FY
6. Announcements and other issues Mgmt No Action
- --------------------------------------------------------------------------------------------------------------------------
QIAGEN NV Agenda Number: 702484774
- --------------------------------------------------------------------------------------------------------------------------
Security: N72482107
Meeting Type: AGM
Meeting Date: 30-Jun-2010
Ticker:
ISIN: NL0000240000
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Opening Non-Voting No vote
2 Managing Board report for the YE 31 DEC 2009 Non-Voting No vote
[''FY 2009'']
3 Supervisory Board Report on the Company's annual Non-Voting No vote
accounts [''Annual Accounts''] for FY 2009
4 Corporate governance Non-Voting No vote
5 Adopt the annual accounts for FY 2009 Mgmt For For
6 Reservation and dividend policy Non-Voting No vote
7 Grant discharge from liability of the Managing Mgmt For For
Directors for the performance of their duties
during FY 2009
8 Grant discharge from liability of the Supervisory Mgmt For For
Directors for the performance of their duties
during FY 2009
9.A Re-appoint Prof. Dr. Detlev Riesner as a Supervisory Mgmt For For
Director of the Company for a term ending on
the date of the AGM in 2011
9.B Re-appoint Dr. Werner Brandt as a Supervisory Mgmt For For
Director of the Company for a term ending on
the date of the AGM in 2011
9.C Re-appoint Dr. Metin Colpan as a Supervisory Mgmt For For
Director of the Company for a term ending on
the date of the AGM in 2011
9.D Re-appoint Mr. Erik Hornnaess as a Supervisory Mgmt For For
Director of the Company for a term ending on
the date of the AGM in 2011
9.E Re-appoint Prof. Dr. Manfred Karobath as a Supervisory Mgmt For For
Director of the Company for a term ending on
the date of the AGM in 2011
9.F Re-appoint Mr. Heino von Prondzynski as a Supervisory Mgmt For For
Director of the Company for a term ending on
the date of the AGM in 2011
10.A Re-appoint Mr. Peer Schatz as a Managing Director Mgmt For For
of the Company for a term ending on the date
of the AGM in 2011
10.B Re-appoint Mr. Roland Sackers as a Managing Mgmt For For
Director of the Company for a term ending on
the date of the AGM in 2011
10.C Re-appoint Dr. Joachim Schorr as a Managing Mgmt For For
Director of the Company for a term ending on
the date of the AGM in 2011
10.D Re-appoint Mr. Bernd Uder as a Managing Director Mgmt For For
of the Company for a term ending on the date
of the AGM in 2011
11 Re-appoint Ernst & Young Accountants as the Mgmt For For
Auditors of the Company for the FY ending 31
DEC 2010
12 Authorize the Managing Board, until 30 DEC 2011, Mgmt For For
to acquire shares in the Company's own share
capital
13 Questions Non-Voting No vote
14 Closing Non-Voting No vote
PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting No vote
AT THIS GENERAL MEETING ARE RELAXED AS THERE
IS A REGISTRATION DEADLINE / RECORD DATE ASSOCIATED
WITH THIS MEETING. THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
RECKITT BENCKISER GROUP PLC, SLOUGH Agenda Number: 702345984
- --------------------------------------------------------------------------------------------------------------------------
Security: G74079107
Meeting Type: AGM
Meeting Date: 06-May-2010
Ticker:
ISIN: GB00B24CGK77
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Adopt the 2009 report and financial statements Mgmt For For
2 Approve the Director's remuneration report Mgmt For For
3 Declare the final dividend Mgmt For For
4 Re-elect Adrian Bellamy as a Member of the Remuneration Mgmt For For
Committee
5 Re-elect Peter Harf Mgmt For For
6 Re-elect Colin Day Mgmt For For
7 Re-elect Kenneth Hydon as a Member of the Audit Mgmt For For
Committee
8 Re-elect Judith Sprieser as a Member of the Mgmt For For
Remuneration Committee
9 Re-elect Richard Cousins as a Member of the Mgmt For For
Remuneration Committee
10 Elect Warren Tucker as a Member of the Audit Mgmt For For
Committee
11 Re-appoint PricewaterhouseCoopers LLP as the Mgmt For For
Auditors
12 Authorize the Directors to determine the Auditor's Mgmt For For
remuneration
13 Approve to renew authority to allot shares Mgmt Against Against
S.14 Approve to renew power to disapply pre-emption Mgmt For For
rights
S.15 Approve to renew authority to purchase own shares Mgmt For For
S.16 Approve the calling of general meetings on 14 Mgmt For For
day's clear notice
S.17 Amend the Company's Articles of Association Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
RED ELECTRICA CORPORACION, SA, ALCOBANDAS Agenda Number: 702400881
- --------------------------------------------------------------------------------------------------------------------------
Security: E42807102
Meeting Type: OGM
Meeting Date: 20-May-2010
Ticker:
ISIN: ES0173093115
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Examination and approval, as the case may be, Mgmt For For
of the financial statements (balance sheet,
income statement, statement of changes in equity,
cash flow statement and notes to financial
statements) and the management report of Red
Electrica Corporacion, S.A. for the year ended
December 31, 2009
2. Examination and approval, as the case may be, Mgmt For For
of the consolidated financial statements (consolidated
balance sheet, consolidated income statement,
consolidated overall income statement, consolidated
statement of changes in equity, consolidated
cash flow statement and notes to the consolidated
financial statements) and the consolidated
management report of the Consolidated Group
of Red Electrica Corporacon, S.A. for the year
ended December 31, 2009
3. Examination and approval, as the case may be, Mgmt For For
of the proposed distribution of income at Red
Electrica Corporacion, S.A. for the year ended
December 31, 2009
4. Examination and approval, as the case may be, Mgmt For For
of the management carried out by the Board
of Directors of Red Electrica Corporacion,
S.A. in 2009
5.1 Reappointment of Mr. Francisco Javier Salas Mgmt For For
Collantes as an Independent Director
5.2 Appointment of Mr. Miguel Boyer Salvador as Mgmt For For
an Independent Director
5.3 Appointment of Mr. Rui Manuel Janes Cartaxo Mgmt For For
as an Independent Director
6. Amendment of Article 9 ("Shareholders' Preemptive Mgmt For For
Right") of the Corporate Bylaws
7. Delegation to the Board of Directors, for a Mgmt Against Against
period of five (5) years, of the power to increase
the capital stock, at any time, on one or more
occasions, up to a maximum amount of one hundred
and thirty-five million, two hundred and seventy
thousand euros (EUR 135,270,000), equal to
half of the current capital stock, in the amount
and at the issue price decided on in each case
by the Board of Directors, with the power to
exclude, in whole or in part, the preemptive
subscription right and with express authorization
to redraft, as the case may be, Article 5 of
the Corporate Bylaws and to request, as the
case may be, the admission, continued listing
and delisting of the shares on organized secondary
markets
8. Delegation of powers to the Board of Directors, Mgmt Against Against
for a period of five (5) years and with an
aggregate limit of five thousand million euros
(EUR 5,000,000,000), to issue, on one or more
occasions, directly or through companies of
the Red Electrica Group, debentures, bonds
and other fixed-income instruments or debt
instruments of an analogous nature, both nonconvertible
and convertible or exchangeable for shares
of the Company, of other companies in the Red
Electrica Group or of other companies not related
to same, including, without limitation, promissory
notes, securitization bonds, preferred participations
and warrants giving entitlement to the delivery
of shares of the Company or of other companies
in the Red Electrica Group, whether newly-issued
or in circulation, with the express power to
exclude, in whole or in part, the pre-emptive
subscription right; authorization to enable
the Company to secure new issues of fixed-income
securities (including convertible or exchangeable
securities) made by companies of the Red Electrica
Group; authorization to redraft, as the case
may be, Article 5 of the Corporate Bylaws and
to request, as the case may be, the admission,
continued listing and delisting of the shares
on organized secondary markets
9.1 Authorization for the derivative acquisition Mgmt Against Against
of treasury stock by the Company or by the
companies of the Red Electrica Group, and for
the direct delivery of treasury stock to employees
and Executive Directors of the Company and
of the companies of the Red Electrica Group,
as compensation
9.2 Approval of a Compensation Plan for members Mgmt For For
of senior management and the Executive Directors
of the Company and of the companies of the
Red Electrica Group
9.3 Revocation of previous authorizations Mgmt For For
10.1 Approval of the report on the compensation policy Mgmt For For
for the Board of Directors of Red Electrica
Corporacion, S.A.
10.2 Ratification of the resolutions of the Board Mgmt For For
of Directors of Red Electrica Corporacion,
S.A., establishing its compensation for 2009
11. Delegation of authority to the Board of Directors Mgmt For For
to fully implement the resolutions adopted
at the Shareholders' Meeting
12. Information to the Shareholders' Meeting on Non-Voting No vote
the 2009 Annual Corporate Governance Report
of Red Electrica Corporacion, S.A.
13. Information to the Shareholders' Meeting on Non-Voting No vote
the elements contained in the Management Report
relating to Article 116 bis of the Securities
Market Law
14. Information to the Shareholders' Meeting on Non-Voting No vote
the amendments made to the Board Regulations
- --------------------------------------------------------------------------------------------------------------------------
REPSOL YPF SA Agenda Number: 702313761
- --------------------------------------------------------------------------------------------------------------------------
Security: E8471S130
Meeting Type: OGM
Meeting Date: 29-Apr-2010
Ticker:
ISIN: ES0173516115
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Approve the annual accounts and management report Mgmt For For
of Repsol ypf and consolidated group
of 2009
1.2 Approve the Management Board Member of 2009 Mgmt For For
2.1 Approve to modify the Article 9 Mgmt For For
2.2 Approve to modify the Article 12 BIS Mgmt For For
2.3 Approve to modify the Article 22 Mgmt For For
3.1 Approve to modify the Article 3, Section 3.5 Mgmt For For
3.2 Approve to modify the Article 9, Section 9.2 Mgmt For For
4.1 Re-election of Ms. Paulina Beato Blanco as a Mgmt For For
Board Member
4.2 Re-election of Mr. Artur Carulla Font as a Board Mgmt For For
Member
4.3 Re-election of Mr. Javier Echenique Landiribar Mgmt For For
as a Board Member
4.4 Re-election of Pemex Internacional Espana, Sociedad Mgmt For For
Anonima as a Board Member
4.5 Appointment, ratify and re-election of Mr. Henri Mgmt For For
Philippe Reichstul as a
5 Appointment of the Auditors Mgmt For For
6 Authorize to purchase own shares Mgmt For For
7 Approve the delegation, in the Board Member, Mgmt For For
the faculty to increase the social capital
8 Approve the delegation of powers Mgmt For For
- - PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No vote
REACH QUORUM, THERE WILL BE A SECOND CALL
ON 30 APR 2010. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS
THE AGENDA IS AMENDED. THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
ROYAL BK SCOTLAND GROUP PLC Agenda Number: 702301285
- --------------------------------------------------------------------------------------------------------------------------
Security: G76891111
Meeting Type: AGM
Meeting Date: 28-Apr-2010
Ticker:
ISIN: GB0007547838
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive and approve the accounts for the FYE Mgmt For For
31 DEC 2009 and the reports of the Directors
and the Auditors thereon
2 Approve the remuneration report contained within Mgmt For For
the report and accounts for the FYE 31 DEC
2009
3 Election of Sir Sandy Crombie as a Director Mgmt For For
4 Election of Bruce Van Saun as a Director Mgmt For For
5 Election of Philip Scott as a Director Mgmt For For
6 Election of Penny Hughes as a Director Mgmt For For
7 Election of Brendan Nelson as a Director Mgmt For For
8 Re-election of Joe Machale a s a Director Mgmt For For
9 Re-election of Philip Hampton as a Director Mgmt For For
10 Re-appoint Deloitte LLP as the Auditors Mgmt For For
11 Authorize the Audit Committee to fix the remuneration Mgmt For For
of the Auditors
12 Approve to renew the Directors authority to Mgmt Against Against
allot ordinary shares
S.13 Approve to renew the Directors authority to Mgmt Against Against
allot shares on a non-pre-emptive basis
14 Approve the consolidation and sub-division of Mgmt For For
shares
S.15 Approve to permit the holding of general meetings Mgmt For For
at 14 days notice
16 Approve the RBS 2010 Long Term Incentive Plan Mgmt For For
17 Approve to renew the Employee Share Ownership Mgmt For For
Plan
S.18 Adopt the new Articles of Association Mgmt For For
19 Grant authority for the political donations Mgmt Against Against
and expenditure by the Company in terms of
Section 366 of the Companies Act 2006
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting No vote
IN RESOLUTION TYPE. 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.
- --------------------------------------------------------------------------------------------------------------------------
ROYAL BK SCOTLAND GROUP PLC Agenda Number: 702360544
- --------------------------------------------------------------------------------------------------------------------------
Security: G76891111
Meeting Type: EGM
Meeting Date: 28-Apr-2010
Ticker:
ISIN: GB0007547838
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
SPECIAL RESOLUTION TO BE VOTED ON BY ORDINARY Non-Voting No vote
SHAREHOLDERS AND NON-TENDERING CUMULATIVE PREFERENCE
SHAREHOLDERS
S.1 Approve the Terms of the Conditional Repurchase Mgmt For For
Agreement and the Argon Conditional Repurchase
Agreement
SPECIAL RESOLUTION TO BE VOTED ON BY ORDINARY Non-Voting No vote
SHAREHOLDERS, CUMULATIVE PREFERENCE SHAREHOLDERS
AND 7.387 PERCENT PREFERENCE SHAREHOLDERS
S.2 Amend Articles of Association Mgmt For For
SPECIAL RESOLUTION TO BE VOTED ON BY ORDINARY Non-Voting No vote
SHAREHOLDERS, CUMULATIVE PREFERENCE SHAREHOLDERS
AND 7.0916 PERCENT PREFERENCE SHAREHOLDERS
S.3 Amend Articles of Association Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
ROYAL DUTCH SHELL PLC Agenda Number: 702361217
- --------------------------------------------------------------------------------------------------------------------------
Security: G7690A100
Meeting Type: AGM
Meeting Date: 18-May-2010
Ticker:
ISIN: GB00B03MLX29
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the Company's annual accounts for the Mgmt For For
FYE 31 DEC 2009, together with the Directors'
report and the Auditors' report on those accounts
2. Approve the remuneration report for the YE 31 Mgmt For For
DEC 2009, set out in the annual report and
accounts 2009 and summarized in the annual
review and Summary financial Statements 2009
3. Appointment of Charles O. Holliday as a Director Mgmt For For
of the Company with effect from 01 SEP 2010
4. Re-appointment of Josef Ackermann as a Director Mgmt For For
of the Company
5. Re-appointment of Malcolm Brinded as a Director Mgmt For For
of the Company
6. Re-appointment Simon Henry as a Director of Mgmt For For
the Company
7. Re-appointment Lord Kerr of Kinlochard as a Mgmt For For
Director of the Company
8. Re-appointment Wim Kok as a Director of the Mgmt For For
Company
9. Re-appointment of Nick Land as a Director of Mgmt For For
the Company
10. Re-appointment of Christine Morin-Postel as Mgmt For For
a Director of the Company
11. Re-appointment of Jorma Ollila as a Director Mgmt For For
of the Company
12. Re-appointment of Jeroen van der Veer as a Director Mgmt For For
of the Company
13. Re-appointment of Peter Voser as a Director Mgmt For For
of the Company
14. Re-appointment of Hans Wijers as a Director Mgmt For For
of the Company
15. Re-appointment of PricewaterhouseCoopers LLP Mgmt For For
as the Auditors of the Company
16. Authorize the Board to settle the remuneration Mgmt For For
of the Auditors for 2010
17. Authorize the Board, in substitution for all Mgmt Against Against
subsisting authorities, to allot shares in
the Company and to grant rights to subscribe
for or convert any security into shares in
the Company up to a nominal amount of EUR 145
million; [Authority expires at the earlier
of the end of next year's AGM or the close
of business on 18 AUG 2011]; but, in each case,
during this period the Company may make offers
and enter into agreements which would, or might,
require shares to be allotted or rights to
subscribe for or convert securities into shares
to be granted after the authority ends and
the Board may allot shares or grant rights
to subscribe for or convert securities into
shares under any such offer or agreement as
if the authority had not ended
S.18 Authorize the Board, that if Resolution 17 is Mgmt Against Against
passed, to allot equity securities (as defined
in the Companies Act 2006) for cash under the
authority given by that resolution and/or to
sell ordinary shares held by the Company as
treasury shares for cash as if Section 561
of the Companies Act 2006 did not apply to
any such allotment or sale, such power to be
limited: (A) to the allotment of equity securities
and sale of treasury shares for cash in connection
with an offer of, or invitation to apply for,
equity securities: (i) to ordinary shareholders
in proportion (as nearly as may be practicable)
to their existing holdings; and (ii) to holders
of other equity securities, as required by
the rights of those securities or, as the Board
otherwise considers necessary, and so that
the Board may impose any limits or restrictions
and make any arrangements which it considers
necessary or appropriate to deal with treasury
shares, fractional entitlements, record dates,
or legal or practical problems arising in any
overseas territory, the requirements of any
regulatory body or stock exchange or any other
matter whatsoever; and (B) in the case of the
authority granted under Resolution 17 and/or
in the case of any sale of treasury shares
for cash, to the allotment (otherwise than
under paragraph (A) above) of equity securities
or sale of treasury shares up to a nominal
amount of EUR 21 million; [Authority expires
at the earlier of the end of next year's AGM
or the close of business on 18 AUG 2011]; but,
in each case, during this period the Company
may make offers and enter into agreements which
would, or might, require equity securities
to be allotted (and treasury shares to be sold)
after the power ends, and the Board may allot
equity securities (and sell treasury shares)
under any such offer or agreement as if the
power had not ended
S.19 Authorize the Company, for the purposes of Section Mgmt Against Against
701 of the Companies Act 2006 to make one or
more market purchases (as defined in Section
693(4) of the Companies Act 2006) of its ordinary
shares of EUR 0.07 each ("Ordinary Shares"),
such power to be limited: (A) to a maximum
number of 624 million Ordinary Shares; (B)
by the condition that the minimum price which
may be paid for an Ordinary Share is EUR 0.07
and the maximum price which may be paid for
an Ordinary Share is the higher of: (i) an
amount equal to 5% above the average market
value of an Ordinary Share for the five business
days immediately preceding the day on which
that Ordinary Share is contracted to be purchased;
and (ii) the higher of the price of the last
independent trade and the highest current independent
bid on the trading venues where the purchase
is carried out, in each case, exclusive of
expenses; [Authority expires at the earlier
of the end of next year's AGM or the close
of business on 18 AUG 2011]; but in each case
so that the Company may enter into a contract
to purchase Ordinary Shares which will or may
be completed or executed wholly or partly after
the power ends and the Company may purchase
Ordinary Shares pursuant to any such contract
as if the power had not ended
20. Authorize the Directors, pursuant Article 129 Mgmt Against Against
of the Company's Articles of Association, to
offer ordinary shareholders (excluding any
shareholder holding shares as treasury shares)
the right to choose to receive extra ordinary
shares, credited as fully paid up, instead
of some or all of any cash dividend or dividends
which may be declared or paid at any time after
the date of the passing of this resolution
and prior to or on 18 MAY 2015
21. Authorize the Company, in accordance with Section Mgmt Against Against
366 of the Companies Act 2006 and in substitution
for any previous authorities given to the Company
(and its subsidiaries), (and all companies
that are subsidiaries of the Company at any
time during the period for which this resolution
has effect) to: (A) make political donations
to political organisations other than political
parties not exceeding GBP 200,000 in total
per annum; and (B) incur political expenditure
not exceeding GBP 200,000 in total per annum;
[Authority expires at the earlier of beginning
with the date of the passing of this resolution
and ending on 30 JUN 2011 or at the conclusion
of the next AGM of the Company]; in this resolution,
the terms "political donation", "political
parties", "political organisation" and "political
expenditure" have the meanings given to them
by Sections 363 to 365 of the Companies Act
2006
S.22 Amend the Articles of Association of the Company Mgmt Against Against
by deleting all the provisions of the Company's
Memorandum of Association which, by virtue
of Section 28 of the Companies Act 2006, are
to be treated as provisions of the Company's
Articles of Association; and adopt the Articles
of Association of the Company produced to the
meeting and as specified, in substitution for,
and to the exclusion of, the existing Articles
of Association
S.23 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Approve in order to address our concerns
for the long term success of the Company arising
from the risks associated with oil sands, we
as shareholders of the Company direct that
the Audit Committee or a Risk Committee of
the Board commissions and reviews a report
setting out the assumptions made by the Company
in deciding to proceed with oil sands projects
regarding future carbon prices, oil price volatility,
demand for oil, anticipated regulation of greenhouse
gas emissions and legal and reputational risks
arising from local environmental damage and
impairment of traditional livelihoods the findings
of the report and review should be reported
to investors in the Business Review section
of the Company's Annual Report presented to
the AGM in 2011
- --------------------------------------------------------------------------------------------------------------------------
ROYAL DUTCH SHELL PLC Agenda Number: 702361229
- --------------------------------------------------------------------------------------------------------------------------
Security: G7690A118
Meeting Type: AGM
Meeting Date: 18-May-2010
Ticker:
ISIN: GB00B03MM408
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the Company's annual accounts for the Mgmt For For
FYE 31 DEC 2009, together with the Directors'
report and the Auditors' report on those accounts
2. Approve the remuneration report for the YE 31 Mgmt For For
DEC 2009, set out in the annual report and
accounts 2009 and summarized in the annual
review and Summary financial Statements 2009
3. Appointment of Charles O. Holliday as a Director Mgmt For For
of the Company with effect from 01 SEP 2010
4. Re-appointment of Josef Ackermann as a Director Mgmt For For
of the Company
5. Re-appointment of Malcolm Brinded as a Director Mgmt For For
of the Company
6. Re-appointment Simon Henry as a Director of Mgmt For For
the Company
7. Re-appointment Lord Kerr of Kinlochard as a Mgmt For For
Director of the Company
8. Re-appointment Wim Kok as a Director of the Mgmt For For
Company
9. Re-appointment of Nick Land as a Director of Mgmt For For
the Company
10. Re-appointment of Christine Morin-Postel as Mgmt For For
a Director of the Company
11. Re-appointment of Jorma Ollila as a Director Mgmt For For
of the Company
12. Re-appointment of Jeroen van der Veer as a Director Mgmt For For
of the Company
13. Re-appointment of Peter Voser as a Director Mgmt For For
of the Company
14. Re-appointment of Hans Wijers as a Director Mgmt For For
of the Company
15. Re-appointment of PricewaterhouseCoopers LLP Mgmt For For
as the Auditors of the Company
16. Authorize the Board to settle the remuneration Mgmt For For
of the Auditors for 2010
17. Authorize the Board, in substitution for all Mgmt Against Against
subsisting authorities, to allot shares in
the Company and to grant rights to subscribe
for or convert any security into shares in
the Company up to a nominal amount of EUR 145
million; [Authority expires at the earlier
of the end of next year's AGM or the close
of business on 18 AUG 2011]; but, in each case,
during this period the Company may make offers
and enter into agreements which would, or might,
require shares to be allotted or rights to
subscribe for or convert securities into shares
to be granted after the authority ends and
the Board may allot shares or grant rights
to subscribe for or convert securities into
shares under any such offer or agreement as
if the authority had not ended
S.18 Authorize the Board, that if Resolution 17 is Mgmt Against Against
passed, to allot equity securities (as defined
in the Companies Act 2006) for cash under the
authority given by that resolution and/or to
sell ordinary shares held by the Company as
treasury shares for cash as if Section 561
of the Companies Act 2006 did not apply to
any such allotment or sale, such power to be
limited: (A) to the allotment of equity securities
and sale of treasury shares for cash in connection
with an offer of, or invitation to apply for,
equity securities: (i) to ordinary shareholders
in proportion (as nearly as may be practicable)
to their existing holdings; and (ii) to holders
of other equity securities, as required by
the rights of those securities or, as the Board
otherwise considers necessary, and so that
the Board may impose any limits or restrictions
and make any arrangements which it considers
necessary or appropriate to deal with treasury
shares, fractional entitlements, record dates,
or legal or practical problems arising in any
overseas territory, the requirements of any
regulatory body or stock exchange or any other
matter whatsoever; and (B) in the case of the
authority granted under Resolution 17 and/or
in the case of any sale of treasury shares
for cash, to the allotment (otherwise than
under paragraph (A) above) of equity securities
or sale of treasury shares up to a nominal
amount of EUR 21 million; [Authority expires
at the earlier of the end of next year's AGM
or the close of business on 18 AUG 2011]; but,
in each case, during this period the Company
may make offers and enter into agreements which
would, or might, require equity securities
to be allotted (and treasury shares to be sold)
after the power ends, and the Board may allot
equity securities (and sell treasury shares)
under any such offer or agreement as if the
power had not ended
S.19 Authorize the Company, for the purposes of Section Mgmt For For
701 of the Companies Act 2006 to make one or
more market purchases (as defined in Section
693(4) of the Companies Act 2006) of its ordinary
shares of EUR 0.07 each ("Ordinary Shares"),
such power to be limited: (A) to a maximum
number of 624 million Ordinary Shares; (B)
by the condition that the minimum price which
may be paid for an Ordinary Share is EUR 0.07
and the maximum price which may be paid for
an Ordinary Share is the higher of: (i) an
amount equal to 5% above the average market
value of an Ordinary Share for the five business
days immediately preceding the day on which
that Ordinary Share is contracted to be purchased;
and (ii) the higher of the price of the last
independent trade and the highest current independent
bid on the trading venues where the purchase
is carried out, in each case, exclusive of
expenses; [Authority expires at the earlier
of the end of next year's AGM or the close
of business on 18 AUG 2011]; but in each case
so that the Company may enter into a contract
to purchase Ordinary Shares which will or may
be completed or executed wholly or partly after
the power ends and the Company may purchase
Ordinary Shares pursuant to any such contract
as if the power had not ended
20. Authorize the Directors, pursuant Article 129 Mgmt For For
of the Company's Articles of Association, to
offer ordinary shareholders (excluding any
shareholder holding shares as treasury shares)
the right to choose to receive extra ordinary
shares, credited as fully paid up, instead
of some or all of any cash dividend or dividends
which may be declared or paid at any time after
the date of the passing of this resolution
and prior to or on 18 MAY 2015
21. Authorize the Company, in accordance with Section Mgmt Against Against
366 of the Companies Act 2006 and in substitution
for any previous authorities given to the Company
(and its subsidiaries), (and all companies
that are subsidiaries of the Company at any
time during the period for which this resolution
has effect) to: (A) make political donations
to political organisations other than political
parties not exceeding GBP 200,000 in total
per annum; and (B) incur political expenditure
not exceeding GBP 200,000 in total per annum;
[Authority expires at the earlier of beginning
with the date of the passing of this resolution
and ending on 30 JUN 2011 or at the conclusion
of the next AGM of the Company]; in this resolution,
the terms "political donation", "political
parties", "political organisation" and "political
expenditure" have the meanings given to them
by Sections 363 to 365 of the Companies Act
2006
S.22 Amend the Articles of Association of the Company Mgmt For For
by deleting all the provisions of the Company's
Memorandum of Association which, by virtue
of Section 28 of the Companies Act 2006, are
to be treated as provisions of the Company's
Articles of Association; and adopt the Articles
of Association of the Company produced to the
meeting and as specified, in substitution for,
and to the exclusion of, the existing Articles
of Association
S.23 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Approve in order to address our concerns
for the long term success of the Company arising
from the risks associated with oil sands, we
as shareholders of the Company direct that
the Audit Committee or a Risk Committee of
the Board commissions and reviews a report
setting out the assumptions made by the Company
in deciding to proceed with oil sands projects
regarding future carbon prices, oil price volatility,
demand for oil, anticipated regulation of greenhouse
gas emissions and legal and reputational risks
arising from local environmental damage and
impairment of traditional livelihoods. The
findings of the report and review should be
reported to investors in the Business Review
section of the Company’s Annual Report
presented to the AGM in 2011
- --------------------------------------------------------------------------------------------------------------------------
SANDS CHINA LTD Agenda Number: 702392933
- --------------------------------------------------------------------------------------------------------------------------
Security: G7800X107
Meeting Type: AGM
Meeting Date: 19-Jun-2010
Ticker:
ISIN: KYG7800X1079
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting No vote
VOTE 'IN FAVOR' OR 'AGAINST' FOR ALL RESOLUTIONS.
THANK YOU.
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE Non-Voting No vote
BY CLICKING ON THE URL LINK: http://www.hkexnews.hk/listedco/listconews/sehk/20100423/LTN20100423883.pdf
1 Receive the audited consolidated financial statements Mgmt For For
and the reports of the Directors and auditors
for the YE 31 DEC 2009
2.A Re-elect of Mr. Sheldon Gary Adelson as Non-Executive Mgmt For For
Director
2.B Re-elect of Mr. Steven Craig Jacobs as an Executive Mgmt For For
Director
2.C Authorize the Board of Directors to fix the Mgmt For For
respective Directors' remuneration
3 Re-appoint of PricewaterhouseCoopers as the Mgmt For For
Auditors and to authorize the Board of
Directors to fix their remuneration
4 Approve to give a general mandate to the Directors Mgmt For For
to repurchase shares of the Company not
exceeding 10% of the issued share capital of
the Company as at the date of this resolution
5 Approve to give a general mandate to the Directors Mgmt Against Against
to allot, issue and deal with additional
shares of the Company not exceeding 20% of
the issued share capital of the Company as
at the date of this resolution
6 Approve to extend the general mandate granted Mgmt For For
to the Directors to allot, issue and deal
with additional shares of the Company by the
aggregate nominal amount of the shares repurchased
by the Company
- --------------------------------------------------------------------------------------------------------------------------
SANOFI-AVENTIS, PARIS Agenda Number: 702297931
- --------------------------------------------------------------------------------------------------------------------------
Security: F5548N101
Meeting Type: MIX
Meeting Date: 17-May-2010
Ticker:
ISIN: FR0000120578
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - French Resident Shareowners must complete, sign Non-Voting No vote
and forward the Proxy Card directly to the
sub custodian. Please contact your Client Service
Representative to obtain the necessary
card, account details and directions. The
following applies to Non-Resident Shareowners:
Proxy Cards: Voting instructions will
be forwarded to the Global Custodians that
have become Registered Intermediaries,
on the Vote Deadline Date. In capacity as
Registered Intermediary, the Global
Custodian will sign the Proxy Card and forward
to the local custodian. If you are unsure whether
your Global Custodian acts as Registered
Intermediary, please contact your representative
- - PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE
1 Approve the company's accounts for FY 2009 Mgmt For For
2 Approve the consolidated accounts for FY 2009 Mgmt For For
3 Approve the allocation of the result, setting Mgmt For For
of the dividend
4 Approve the special report by the Statutory Mgmt For For
Auditors on accounts prepared in accordance
with Article L.225-40 of the Code de Commerce
5 Ratify the co-opting Mr. Serge Weinberg as a Mgmt For For
Director
6 Approve the non-renewal of a Director's appointment/NominationMgmt For For
Mr. Jean-Marc Bruel/ Mrs. Catherine Brechignac
as a Director
7 Approve the renewal of Director's appointment Mgmt For For
Mr. Robert Castaigne
8 Approve the renewal of a Director's appointment Mgmt For For
of Lord Douro
9 Approve the renewal of a Director's appointment Mgmt For For
of Mr. Christian Mulliez
10 Approve the renewal of a Director's appointment Mgmt For For
of Mr. Christopher Viehbacher
11 Authorize the Board of Directors to trade in Mgmt For For
the Company's shares
E.12 Amend the Article 11 of the Articles of Association Mgmt For For
E.13 Grant powers to accomplish the necessary formalities Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
SAP AG, WALLDORF/BADEN Agenda Number: 702448463
- --------------------------------------------------------------------------------------------------------------------------
Security: D66992104
Meeting Type: AGM
Meeting Date: 08-Jun-2010
Ticker:
ISIN: DE0007164600
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 700811 DUE TO RESOLUTIONS 8 AND 9 NOW BEING
SPLIT RESOLUTIONS. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE DISREGARDED AND YOU
WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU.
ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC Non-Voting No vote
CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC
ITEMS OF THE AGENDA FOR THE GENERAL MEETING
YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING
RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS
REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT
COMPLIED WITH ANY OF YOUR MANDATORY VOTING
RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN
SECURITIES TRADING ACT (WHPG). SHOULD YOU HAVE
ANY QUESTIONS OR DOUBTS IN THIS REGARD, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
SO THAT THIS ISSUE CAN BE CLARIFIED. IF YOU
DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT
OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.
PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS Non-Voting No vote
MEETING IS 18 MAY 2010, 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 2009 FY with the report
of the Supervisory Board, the Group financial
statements, the Group annual report, and the
reports pursuant to Sections 289(4), 289(5)
and 315(4) of the German Commercial Code
2. Resolution on the appropriation of the distributable Mgmt For For
profit of EUR 4,304,693,525.47 as follows:
Payment of a dividend of EUR 0.50 per no-par
share EUR 3,709,817,665.47 shall be carried
forward Ex-dividend and payable date: 09 JUN
2010
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. Approval of the new compensation system for Mgmt For For
the Board of Managing Directors, to be found
on the Company's web site
6. Appointment of the Auditors for the 2010 FY: Mgmt For For
KPMG AG, Berlin
7. Amendments to the Articles of Association: a) Mgmt Against Against
Section 4(1), in respect of the Company's share
capital being EUR 1,226,039,608 and divided
into 1,226,039,608 no-par shares, b) Section
4(6)1, in respect of the share capital being
increased by up to EUR 35,456,908 through the
issue of up to 35,456,908 bearer no-par shares
(contingent capital IIIa), c) Section 4(10)1,
in respect of the share capital being in creased
by up to EUR 72,119,440 through the issue of
up to 72,119,440 bearer no-par shares (contingent
capital VI)
8.A Amendment to the Articles of Association of Mgmt For For
Incorporation to reflect the requirements of
the German Act Implementing the Director on
shareholders' right: Restatement of Section
17 (3) of the Articles of Incorporation
8.B Amendment to the Articles of Association of Mgmt For For
Incorporation to reflect the requirements of
the German Act Implementing the Director on
shareholders' right: Restatement of Section
18 (2) of the Articles of Incorporation
8.C Amendment to the Articles of Association of Mgmt For For
Incorporation to reflect the requirements of
the German Act Implementing the Director on
shareholders' right: Supplement to Section
18 of the Articles of Incorporation to allow
online participation
8.D Amendment to the Articles of Association of Mgmt For For
Incorporation to reflect the requirements of
the German Act Implementing the Director on
shareholders' right: Supplement to Section
18 of the Articles of Incorporation to allow
postal voting
8.E Amendment to the Articles of Association of Mgmt For For
Incorporation to reflect the requirements of
the German Act Implementing the Director on
shareholders' right: Restatement of Section
19 (2) of the Articles of Incorporation
8.F Amendment to the Articles of Association of Mgmt For For
Incorporation to reflect the requirements of
the German Act Implementing the Director on
shareholders' right: Restatement of Section
20 (4) of the Articles of Incorporation
9.A Renewal of authorized capital facilities: Deletion Mgmt For For
of paragraphs (5) and (7) of Section 4 of the
current version of the Articles of Incorporation
(Authorized Capital I and II)
9.B Renewal of authorized capital facilities: Cancellation Mgmt For For
of the existing Authorized Capital Ia and the
creation of new Authorized Capital I and on
the corresponding amendment to Section 4 of
the Articles of Incorporation
9.C Renewal of authorized capital facilities: Cancellation Mgmt For For
of the existing Authorized Capital IIa and
on the creation of new Authorized Capital II
and on the corresponding amendment to Section
4 of the Articles of Incorporation
10. Resolution on the creation of an authorized Mgmt Against Against
capital III and the corresponding amendment
to the Articles of Association, the Board of
Managing Directors shall be authorized, with
the consent of the Supervisory Board, to increase
the share capital by up to EUR 30,000,000 through
the issue of new bearer no-par shares to employees
of the Company and its affiliates against contributions
in cash and/or kind, on or before 07 JUN 2015,
shareholders subscription rights shall be excluded
11. Authorization to acquire own shares, the Company Mgmt For For
shall be authorized to acquire own shares of
up to EUR 120,000,000, at a price neither more
than 10% above, nor more than 20% below, the
market price of the shares, on or before 30
JUN 2013, the Board of Managing Directors shall
be authorized to sell the shares on the stock
exchange and to offer them to the shareholders
for subscription, to dispose of the shares
in another manner if they are sold at a price
not materially below their market price, to
offer the shares to third parties for acquisition
purposes, to retire the shares, to use the
shares within the scope of the Company's stock
option and incentive plans, or for satisfying
conversion and option rights, and to offer
the shares to employees of the Company and
its affiliates
12. Resolution on the remuneration for the Supervisory Mgmt For For
and the corresponding amendment to the Articles
of Association as of the 2010 FY, the chairman
of the Supervisory Board shall receive a fixed
annual remuneration of EUR 100,000, the deputy
chairman EUR 70,000, and every other Board
member EUR 50,000, members of the Audit Committee
shall receive, in addition, a fixed annual
remuneration of EUR 15,000 (the chairman EUR
25,000) and members of another committee EUR
10,000 (the committee chairmen EUR 20,000),
furthermore, the chairman of the Supervisory
Board shall receive a variable remuneration
of EUR 10,000, the deputy chairman EUR 8,000
and the every other Board member EUR 6,000
for every EUR 0.01 of the dividend per share
in excess of EUR 0.40, however, the total annual
remuneration may not exceed EUR 250,000 for
the chairman of the Supervisory Board, EUR
200,000 for the deputy chairman, and EUR 150,000
for every other Supervisory Board member
- --------------------------------------------------------------------------------------------------------------------------
SERCO GROUP PLC Agenda Number: 702354565
- --------------------------------------------------------------------------------------------------------------------------
Security: G80400107
Meeting Type: AGM
Meeting Date: 11-May-2010
Ticker:
ISIN: GB0007973794
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the annual review and accounts for the Mgmt For For
YE 31 DEC 2009
2 Approve the remuneration report for the YE 31 Mgmt For For
DEC 2009
3 Declare a final dividend on the ordinary shares Mgmt For For
of the Company
4 Election of Alastair Lyons as a Non-Executive Mgmt For For
Director
5 Re-elect Christopher Hyman as an Executive Director Mgmt For For
6 Re-appoint Deloitte LLP as the Auditors of the Mgmt For For
Company
7 Authorize the Directors to agree the remuneration Mgmt For For
of the Auditors
S.8 Authorize the Company to make market purchases Mgmt For For
of its own shares within the meaning of Section
693(4) of the Companies Act 2006
9 Authorize the Directors to allot relevant securities Mgmt Against Against
in accordance with the Company's Articles of
Association
S.10 Approve to disapply statutory pre-emption rights Mgmt For For
S.11 Adopt the new Articles of Association of the Mgmt For For
Company
12 Authorize the Company and any Company which Mgmt For For
is or becomes its subsidiary during the period
to which this resolution has effect to make
political donations
S.13 Approve that a general meeting other than an Mgmt For For
AGM may be called on not less than 14 clear
days notice
- --------------------------------------------------------------------------------------------------------------------------
SHANGRI-LA ASIA LTD Agenda Number: 702385813
- --------------------------------------------------------------------------------------------------------------------------
Security: G8063F106
Meeting Type: AGM
Meeting Date: 26-May-2010
Ticker:
ISIN: BMG8063F1068
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting No vote
VOTE 'IN FAVOR' OR 'AGAINST' ONLY FOR ALL
RESOLUTION NUMERS. THANK YOU.
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Mgmt For For
INFORMATION IS AVAILABLE BY CLICKING ON
THE MATERIAL URL LINK:
http://www.hkexnews.hk/listedco/listconews/sehk/20100416/LTN20100416404.pdf
1 Adopt the audited financial statements and the Mgmt For For
reports of the Directors and the Auditors
for the YE 31 DEC 2009
2 Declare a final dividend for the YE 31 DEC 2009 Mgmt For For
3.I Re-elect Mr. Kuok Khoon Ean as a Director Mgmt For For
3.II Re-elect Mr. Roberto V. Ongpin as a Director Mgmt For For
3.III Re-elect Mr. Timothy David Dattels as a Director Mgmt For For
4 Approve to fix the Directors' fees including Mgmt For For
fees payable to the Members of the Audit and
Remuneration Committees
5 Re-appoint Messrs PricewaterhouseCoopers as Mgmt For For
the Auditors and authorize the Directors
of the Company to fix their remuneration
6.A Authorize the Directors of the Company to issue Mgmt Against Against
and allot additional shares not exceeding
20% of the issued share capital of the Company
as at the date of this resolution
6.B Authorize the Directors of the Company to repurchase Mgmt For For
shares in the capital of the Company not exceeding
10% of the issued share capital of the Company
as at the date of this resolution
6.C Approve to extend, conditional upon the above Mgmt For For
Resolution 6B being duly passed, the
general mandate to allot shares by adding the
aggregate nominal amount of the repurchased
securities to the 20% general mandate
PLEASE DISREGARD COMMENT POINT NO. 2 OF THE Non-Voting No vote
AGENDA AS IT IS NON-VOTABLE. THE LINK PROVIDED
IN COMMENT POINT 2 IS TO REFER TO THE DETAILED
AGENDA. THANK YOU.
PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION Non-Voting No vote
OF COMMENT. IF YOU HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
SHIRE PLC Agenda Number: 702314282
- --------------------------------------------------------------------------------------------------------------------------
Security: G8124V108
Meeting Type: AGM
Meeting Date: 27-Apr-2010
Ticker:
ISIN: JE00B2QKY057
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the Company's accounts for the YE 31 Mgmt For For
DEC 2009 together with the Director's
report and the Auditor's report on those accounts
2 Approve the Directors' remuneration report for Mgmt For For
the YE 31 DEC 2009
3 Election of Mr. David Stout as a Director of Mgmt For For
the Company
4 Election of Mr. William Burns as a Director Mgmt For For
of the Company
5 Re-appoint Deloitte LLP as the Auditors of the Mgmt For For
Company to hold office from the conclusion
the meeting to the conclusion of the AGM of
the Company to be held in 2011
6 Authorize the Audit, Compliance & Risk Committee Mgmt For For
of the Board to determine the remuneration
of the Auditors
7 Approve to renew the authority of the Directors Mgmt Against Against
to allot relevant Securities as defined in
the Company's Articles of Association by Article
10 paragraph B of the Company's Articles
of Association and for this purpose the
authorized allotment amount shall be
GBP 9,366,113; and shall be solely in connection
with a rights issue as defined in the Company's
Articles of Association, but only if
and to the extent that such offer is implemented
by way of rights of GBP 18,732,227 of relevant
securities; Authority expires the earlier
of the allotment period on 27 APR 2010 and
ending on the earlier of 26 JUL 2011 or the
conclusion of the AGM of the Company to be
held in 2011 ; 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
8 Approve the proposed amendments to the Shire Mgmt For For
Portfolio Share Plan and authorize
the Directors to do all such things as may
be necessary to carry the same into effect
S.9 Approve to renew the authority of the Directors, Mgmt Against Against
subject to the passing of Resolution 7,
to allot equity securities as defined in the
Company's Articles of Association
wholly for cash, by Article 10 paragraph (D)
of the Company's Articles of Association and
for this purpose the non pre-emptive amount
as defined in the Company's Articles of Association
shall be GBP 1,404,917 of equity securities;
Authority expires the earlier of the period
commencing on 27 APR 2010 and ending on the
earlier of 26 JUL 2011 or the conclusion
of the AGM of the Company to be held in 2011
; and the Directors may allot equity securities
after the expiry of this authority in pursuance
of such an offer or agreement made prior
to such expiry
S.10 Authorize the Company, pursuant to Article 57 Mgmt For For
of the Companies Jersey Law 1991, to make
market purchases of 56,196,681 ordinary shares
in the capital of the Company, at a minimum
price exclusive of any expenses of 5 pence
and the maximum price exclusive of any expenses
which shall be the higher of a an amount
equal to 105% above the average of the middle
market quotation for a share as taken form
the London Stock Exchange Daily Official List
for the 5 business days immediately preceding
the day on which that ordinary share is purchased
and b the higher of the price of the last
independent trade and the highest current
independent bid on the London Stock Exchange
Daily Official List at the time the
purchase is carried out; CONTD.
- - CONTD. Authority expires earlier at the conclusion Non-Voting No vote
of the AGM of the Company to be held in 2011
or 26 JUL 2011 ; and the Company may make a
purchase of ordinary shares pursuant to
any such contract; pursuant to Article 58(A)
of the Companies Jersey Law 1991; and to
hold, as treasury shares, any ordinary
shares purchased pursuant to the authority
conferred by of this resolution
- --------------------------------------------------------------------------------------------------------------------------
SKANDINAVISKA ENSKILDA BANKEN, STOCKHOLM Agenda Number: 702393884
- --------------------------------------------------------------------------------------------------------------------------
Security: W25381141
Meeting Type: AGM
Meeting Date: 11-May-2010
Ticker:
ISIN: SE0000148884
- --------------------------------------------------------------------------------------------------------------------------
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 NOT ALL SUB CUSTODIANS IN SWEDEN Non-Voting No vote
ACCEPT ABSTAIN AS A VALID VOTE OPTION. THANK
YOU
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 657290 DUE TO CHANGE IN VOTING STATUS.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING
WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1 Opening of the meeting Non-Voting No vote
2 Election of Sven Unger, Member of the Swedish Non-Voting No vote
Bar Association, as a Chairman
3 Preparation and approval of the voting list Non-Voting No vote
4 Approval of the agenda Non-Voting No vote
5 Election of one or two persons to check the Non-Voting No vote
minutes of the meeting together with the Chairman
6 Determination of whether the meeting has been Non-Voting No vote
duly convened
7 Presentation of the annual report and the Auditor's Non-Voting No vote
report as well as the consolidated accounts
and Auditors report on the consolidated accounts
8 The President's speech Non-Voting No vote
9 Adopt the profit and loss account and balance Mgmt For For
sheet as well as the consolidated profit and
loss account and consolidated balance sheet
10 Approve a dividend of SEK 1 per share and Monday Mgmt For For
17 MAY 2010 as record date for the dividend,
if the meeting decides according to the proposal,
the dividend is expected to be distributed
by Euroclear on Thursday 20 MAY 2010
11 Grant discharge from liability of the Members Mgmt For For
of the Board of Directors and the President
12 Approve the information concerning the work Mgmt For For
of the Nomination Committee
13 Approve to determine the number of Directors Mgmt For For
to be elected by the meeting be set at 11
14 Approve an unchanged Directors' fee of SEK 7,587,500 Mgmt For For
to be distributed as follows: SEK 2,062,500
to the Chairman of the Board of Directors,
SEK 3,525,000 to other Directors elected by
the AGM who are not employed in the Bank to
be distributed with SEK 450,000 each to the
Vice Chairman and SEK 375,000 to other Directors,
and SEK 2,000,000 for committee work to be
distributed as follows: Risk & Capital Committee,
Chairman SEK 510,000, other member SEK 325,000,
Audit & Compliance Committee, Chairman SEK
387,500, other member SEK 195,000 and Remuneration
& Human Resources Committee, Chairman SEK 387,500,
other member SEK 195,000; no fee for Committee
work is distributed to the Chairman of the
Board and employees in the Bank; Auditors'
fee payable according to approved invoice
15 Re-elect Annika Falkengren, Urban Jansson,Tuve Mgmt For For
Johannesson, Christine Novakovic, Jesper Oresen,
Carl Wilhelm Ros, Jacob Wallenberg and Marcus
Wallenberg and election of Birgitta Kantola
and Signhild Arnegard Hansen as the Directors
and Marcus Wallenberg as the Chairman of the
Board of Directors
16 Approve the decision on a Nomination Committee Mgmt For For
17 Approve the specified guidelines for salary Mgmt For For
and other remuneration for the President and
Members of Group Executive Committee
18A Approve the Share Savings Programme 2010 Mgmt For For
18B Approve the Performance Share Programme 2010 Mgmt For For
18C Approve the Share Matching Programme 2010 Mgmt Against Against
19A Approve to allow the Bank to purchase shares Mgmt For For
in the Bank in its securities business on a
regular basis during the time up to and including
the 2011 AGM in accordance with Chapter 7,
Section 6 of the Securities Markets Act lagen
2007: 528 om vardepappersmarknaden up to a
number not exceeding 3% of the total number
of shares issued at each time in the Bank;
the price of the shares purchased shall be
the market price prevailing at the time of
acquisition
19B Authorize the Board of Directors to decide on Mgmt For For
the acquisition and sale on the stock exchange
of the Bank's own Class A-shares for the year
2010 and previous years' long term equity based
programmes up to a number of 39,100,000 shares;
the authorization may be utilized on one or
more occasions; however not longer than until
the 2011 AGM; acquisition and sale of shares
may only take place at a price within the price
interval at any time recorded on the stock
exchange, and this shall refer to the internal
between the highest buying price and the lowest
selling price
19C Approve to resolve that a maximum number of Mgmt For For
the acquired Class A-shares in the Bank, corresponding
to the number of performance shares and shares
respectively under the 2010 three long term
equity based programmes, including compensation
for dividends, may be sold/transferred to the
participants under the programmes who are entitled
to acquire/receive shares; each and every participant
has the right to acquire/receive a maximum
of the number of shares that follows from the
terms and conditions of the programmes respectively;
the right may be exercised in the periods established
under the programmes
19D Authorize the Board to decide on the acquisition Mgmt For For
and sale of the Bank's own Class A-shares and/or
Class C-shares, mainly on the specified conditions
20 Amend Section 8 of the Articles of Association Mgmt For For
to comply with new requirements on notice to
general meetings of shareholders in the Swedish
Companies Act expected to come into force before
the AGM in 2011
21 Approve the appointment of Auditors of foundations Mgmt For For
that have delegated their business to the bank
22 Closing of the AGM Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
SNAM RETE GAS SPA, SAN DONATO MILANESE (MI) Agenda Number: 702348752
- --------------------------------------------------------------------------------------------------------------------------
Security: T8578L107
Meeting Type: MIX
Meeting Date: 27-Apr-2010
Ticker:
ISIN: IT0003153415
- --------------------------------------------------------------------------------------------------------------------------
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 28 APR 2010. 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 THIS IS AN AMENDMENT TO MEETING Non-Voting No Action
ID 679011 DUE TORECEIPT OF DIRECTOR'S NAME
AND AUDITOR'S NAME. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE DISREGARDED AND YOU
WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU.
O.1 Approve the financial statement at 31 DEC 2009, Mgmt No Action
consolidated financial statement at 31 DEC
2009, Board of Directors and Auditors, Independent
Auditors report
O.2 Approve the attribution of profit and distribution Mgmt No Action
of dividend
O.3 Approve the determination of number of Directors Mgmt No Action
O.4 Approve the determination of term of an office Mgmt No Action
of Directors
PLEASE NOTE THAT, ALTHOUGH THERE ARE 2 PROPOSALS Non-Voting No Action
UNDER RESOLUTION 5 FOR APPROVAL, YOU CAN VOTE
ON ONLY 1. THE STANDING INSTRUCTIONS FOR THIS
MEETING WILL BE DISABLED AND, IF YOU CHOOSE,
YOU ARE REQUIRED TO VOTE FOR ONLY 1 OF THE
2 PROPOSALS. THANK YOU.
O.5.1 Approve the slate submitted by ENI S.A regarding Shr No Action
election of Messrs. Sardo Salvatore, Malacarne
Carlo, Croff Davide, Santini Renato, Mantovani
Massimo, Bernini Alessandro and permanent Auditors
Mr. Mazzei Roberto and Mr. Schiavone Panni
Francesco and Alternate Auditor Mr. Gamba Giulio
O.5.2 Approve the slate submitted by shareholders Shr No Action
representing 2.13% of Company stock capital:
election of Messers. Lonzar Roberto, Oliveri
Elisabetta, Stella Richter Mario and permanent
Auditors Mr. Gatto Massimo and External Auditor
Mr. Rinaldi Luigi
O.6 Appointment of the Chairman of the Board of Mgmt No Action
Directors
O.7 Approve the determination of emolument of Directors Mgmt No Action
O.8 Appointment of the Auditors Mgmt No Action
O.9 Appointment of the Chairman of the Board of Mgmt No Action
Auditors
O.10 Approve to determine the remuneration of the Mgmt No Action
Chairman of the Board of Auditors and regular
Auditors
O.11 Approve the proposals for revocation of task Mgmt No Action
of auditing of PricewaterhouseCoopers and assignment
of task of auditing
E.1 Amend the Articles 1, 2, 3, 4, 5, 6, 8, 10, Mgmt No Action
11, 12, 16, 17, 18, 19, 22 and 23, abrogation
of Article 7
- --------------------------------------------------------------------------------------------------------------------------
SOLVAY S A Agenda Number: 702389328
- --------------------------------------------------------------------------------------------------------------------------
Security: B82095116
Meeting Type: OGM
Meeting Date: 11-May-2010
Ticker:
ISIN: BE0003470755
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No Action
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING
INSTRUCTIONS IN THIS MARKET. ABSENCE
OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No Action
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN
OF EACH BENEFICIAL OWNER NAME, ADDRESS AND
SHARE POSITION TO YOUR CLIENT SERVICE
REPRESENTATIVE. THIS INFORMATION IS REQUIRED
IN ORDER FOR YOUR VOTE TO BE LODGED
1 Receive the Management reports on the operations Non-Voting No Action
of the 2009 FY - External Auditor's reports
2 Approve the report on Corporate Governance including Mgmt No Action
on remuneration policy
3 Consolidated accounts of the 2009 FY Non-Voting No Action
4 Approve the annual accounts, the allocation Mgmt No Action
of profits and the gross dividend distribution
for fully-paid shares at EUR 2.9333 or EUR
2.20 (net of Belgian withholding tax). In
view of the EUR 0.90 (net of Belgian withholding
tax) interim dividend paid on 14 JAN 2010
the balance of the dividend to be distributed
amounts to EUR 1.30 net of Belgian withholding
tax), payable as of 18 MAY 2010
5.a Grant to discharge to the Directors for the Mgmt No Action
operations of the 2009 FY
5.b Grant to discharge to the External Auditor for Mgmt No Action
the operations of the 2009 FY
6.a Appointment of Mr. Yve S-Thibault De Silguy Mgmt No Action
as a Director to take over the mandate of
Mr. Whitso N Sadler mandate
6.b Appoint of Mr. Yves-Thibault de Silguy as an Mgmt No Action
Independent Director within the Board of Directors;
during its meeting of 01 MAR 2010, the Works
Council of Solvay S.A. Brussels was informed
about it, according to the Article 524 of
the Code of Companies
6.c Election of Evelyn du Monceau as non independent Mgmt No Action
Director to replace Mr. Karel Van Miert
6.d.1 Re-elect Mr. Denis Solvay, as a Director for Mgmt No Action
a period of 4 years, their term of office
will expire immediately after the AGM of May
2014
6.d.2 Re-elect Mr. Jean Martin Folz, as a Director Mgmt No Action
for a period of 4 years, their term of office
will expire immediately after the AGM of May
2014
6.d.3 Re-elect Mr. Jean Van Zeebroeck, as a Director Mgmt No Action
for a period of 4 years,their term of office
will expire immediately after the AGM of May
2014
6.d.4 Re-elect Mr. Bernhard Scheuble, as a Director Mgmt No Action
for a period of 4 years, their term of office
will expire immediately after the AGM of May
2014
6.d.5 Re-elect ET Mr. Anton Van Rossum, as a Director Mgmt No Action
for a period of 4 years, their term of
office will expire immediately after the AGM
of May 2014
6.e.1 Approve to confirm Mr. Jean Martin Folz, as Mgmt No Action
an Independent Director within the Board
of Directors; during its meeting of 01 MAR
2010, the Works Council of Solvay S.A. Brussels
was informed about it, according to the Article
524 of the Code of Companies
6.e.2 Approve to confirm Mr. Jean Van Zeebroeck, as Mgmt No Action
an Independent Director within the Board of
Directors, during its meeting of 01 MAR 2010,
the Works Council of Solvay S.A. Brussels
was informed about it, according to the Article
524 of the Code of Companies
6.e.3 Approve to confirm Mr. Bernhard Scheuble, as Mgmt No Action
an Independent Director within the Board
of Directors, during its meeting of 01 MAR
2010, the Works Council of Solvay S.A. Brussels
was informed about it, according to the Article
524 of the Code of Companies
6.e.4 Approve to confirm ET Mr. Anton Van Rossum, Mgmt No Action
as an Independent Director within the Board
of Directors, during its meeting of 01 MAR
2010, the Works Council of Solvay S.A. Brussels
was informed about it, according to the Article
524 of the Code of Companies
6.f.1 Appointment of Charles Casimir-Lambert as an Mgmt No Action
Independent Director within the Board of Directors;
during its meeting of 01 MAR 2010, the Works
Council of Solvay S.A. Brussels was informed
about it, according to the Article 524 of
the Code of Companies
6.f.2 Appointment of Baron Herve Coppens D'eeckenbrugge Mgmt No Action
as an Independent Director within the Board
of Directors; during its meeting of 01 MAR
2010, the Works Council of Solvay S.A. Brussels
was informed about it, according to the
Article 524 of the Code of Companies
7.a Appointment of the International Audit Company Mgmt No Action
Deloitte represented by Mr. Eric Nys as
an External Auditor for a 3 year period; his
term will expire immediately after the
AGM of MAY 2013; during its meeting of March
01, the Works Council of Solvay S.A. Brussels
the Works Council of Solvay S.A. Brussels
was informed about it, according to the Article
156 of the Code of Companies
7.b Approve to set the remuneration of the External Mgmt No Action
Auditor, which include statutory audits,
the consolidated financial statements and IFRS
reporting, to EUR 354,818 for 2010, EUR 351,270
for the year 2011 and EUR 351,270 for year
2012; from FY 2011, the amounts will be increased
annually for inflation (index of consumer prices
from December to December)
7.c Appointment of the International Audit Company Mgmt No Action
Deloitte represented by Mr. Frank Verhaegen
as a Substitute External Auditor for a 3-year
period; his term will expire immediately
after the AGM of MAY 2013; during its meeting
of March 29, the Works Council of Solvay S.A.
Brussels the Works Council of Solvay S.A.
Brussels was informed about it, according to
the Article 156 of the Code of Companies
8 Any other business Non-Voting No Action
- --------------------------------------------------------------------------------------------------------------------------
SONOVA HOLDING AG, STAEFA Agenda Number: 702437802
- --------------------------------------------------------------------------------------------------------------------------
Security: H8024W106
Meeting Type: AGM
Meeting Date: 15-Jun-2010
Ticker:
ISIN: CH0012549785
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting No Action
REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES
AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY.
UPON RECEIPT OF THE VOTING INSTRUCTION, IT
IS POSSIBLE THAT A MARKER MAY BE PLACED ON
YOUR SHARES TO ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE.
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No Action
MEETING NOTICE SENT UNDER MEETING 623109, INCLUDING
THE AGENDA. TO VOTE IN THE UPCOMING MEETING,
YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL
BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU.
1. Approve the annual report, consolidated financial Mgmt No Action
statements, and the financial statements of
Sonova Holding AG for 2009/10; acknowledge
the reports of the Statutory Auditor
2. Approve to distribute out of the available CHF Mgmt No Action
578.053 million a dividend of CHF 1.20 gross
[after deduction of 35% federal withholding
tax CHF 0.78 net] per share; the remaining
available earnings of CHF 498.989 million shall
be carried forward
3. Grant discharge to the Members of the Board Mgmt No Action
of Directors and to the Management Board from
liability for their activities in 2009/10
4. Election of John Zei as a new Member of the Mgmt No Action
Board of Directors for the statutory term of
office of three years
5. Re-elect Pricewaterhousecoopers AG, Zurich as Mgmt No Action
Statutory Auditor
6. Approve the adjustment to the Swiss Federal Mgmt No Action
Act on Intermediated Securities [FISA] [adjustment
of Article 7 of the Articles of Association]
- --------------------------------------------------------------------------------------------------------------------------
STANDARD CHARTERED PLC Agenda Number: 702319547
- --------------------------------------------------------------------------------------------------------------------------
Security: G84228157
Meeting Type: AGM
Meeting Date: 07-May-2010
Ticker:
ISIN: GB0004082847
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the report and accounts Mgmt For For
2. Declare the final dividend Mgmt For For
3. Approve the Directors' remuneration report Mgmt For For
4. Re-elect Mr. J.F.T. Dundas as Non-Executive Mgmt For For
Director
5. Re-elect Miss V.F. Gooding CBE as Non-Executive Mgmt For For
Director
6. Re-elect Mr. R.H.P. Markham as Non-Executive Mgmt For For
Director
7. Re-elect Mr. J.W. Peace as Chairman Mgmt For For
8. Re-elect Mr. P.A. Sands as an Executive Director Mgmt For For
9. Re-elect Mr. P.D. Skinner as Non-Executive Director Mgmt For For
10. Re-elect Mr. O.H.J. Stocken, as Non-Executive Mgmt For For
Director
11. Election of Mr. J.S. Bindra, who was appointed Mgmt For For
as an Executive Director by the Board since
the last AGM of the Company
12. Election of Mr. R. Delbridge, who was appointed Mgmt For For
as an Non-Executive Director by the Board since
the last AGM of the Company
13. Election of Dr. Han Seung-soo KBE, who was appointed Mgmt For For
as an Non-Executive Director by the Board since
the last AGM of the Company
14. Election of Mr. S.J. Lowth, who was appointed Mgmt For For
as an Non-Executive Director by the Board since
the last AGM of the Company
15. Election of Mr. A.M.G. Rees, who was appointed Mgmt For For
as an Executive Director by the Board since
the last AGM of the Company
16. Re-appoint the Auditor Mgmt For For
17. Authorize the Board to set the Auditor's fees Mgmt For For
18. Authorize the Company and its subsidiaries to Mgmt Against Against
make political donations
19. Authorize the Board to allot shares Mgmt Against Against
20. Approve to extend the authority to allot shares Mgmt Against Against
21. Authorize the Board to allot shares in connection Mgmt Against Against
with the Indian listing
S.22 Approve to disapply pre-emption rights Mgmt For For
S.23 Approve to disapply pre-emption rights in connection Mgmt For For
with the Indian listing
S.24 Authorize the Company to buy back its Ordinary Mgmt For For
Shares
S.25 Authorize the Company to buy back its Preference Mgmt For For
Shares
S.26 Adopt the new Articles of Association Mgmt For For
S.27 Authorize the Company to call a general meeting Mgmt For For
other than an AGM on not less than 14 clear
days' notice
28. Amend the Standard Chartered 2006 Restricted Mgmt For For
Share Scheme
29. Approve the waiver in respect of the reporting Mgmt For For
and annual review requirements in respect of
ongoing banking transactions with associates
of Temasek that the Company has not been able
to identify
30. Approve the waiver in respect of the requirement Mgmt For For
to enter into fixed-term written agreements
with Temasek and its associates in respect
of ongoing banking transactions
31. Approve future ongoing banking transactions Mgmt For For
with Temasek and its associates, including
the waiver in respect of the requirement to
set an annual cap
- --------------------------------------------------------------------------------------------------------------------------
STARHUB LTD Agenda Number: 702299012
- --------------------------------------------------------------------------------------------------------------------------
Security: Y8152F132
Meeting Type: AGM
Meeting Date: 16-Apr-2010
Ticker:
ISIN: SG1V12936232
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive and adopt the Directors report and the Mgmt For For
audited accounts for the FYE 31 DEC 2009
and the Auditors report therein
2 Re-elect Mr. Tan Guong Ching as the Director, Mgmt For For
who retires by rotation, pursuant to
Article 93 of the Company's Articles of Association
3 Re-elect Mr. Steven Terrell Clontz as the Director, Mgmt For For
who retires by rotation, pursuant to Article
93 of the Company's Articles of Association
4 Re-elect Mr. Teo Ek Tor as the Independent Member Mgmt For For
of the Audit Committee, who retires by rotation,
pursuant to Article 93 of the Company's Articles
of Association
5 Re-elect Mr. Liu Chee Ming as the Director, Mgmt For For
who retires by rotation, pursuant to Article
93 of the Company's Articles of Association
6 Re-elect Mr. Neil Montefiore as the Director, Mgmt For For
who will retire pursuant to Article 99
of the Company's Articles of Association
7 Approve the sum of SGD 1,079,000 as the Director's Mgmt For For
fee for the YE 31 DEC 2009 2008: SGD 1,078,000
8 Declare a final dividend of 5 cents per ordinary Mgmt For For
share for the FYE 31 DEC 2009
9 Re-appoint KPMG LLP as the Auditors of the Company Mgmt For For
and the authorize the Directors to fix
their remuneration
10 Authorize the Directors, subject to such manner Mgmt Against Against
of calculation as may be prescribed by
the Singapore Exchange Securities Trading Limited,
to issue shares in the capital of the Company,
whether by way of rights, bonus or otherwise,
and to make or grant offers, agreements or
options that would require shares to be
issued, including but not limited to the creation
and issue of warrants, debentures or other
instruments convertible into shares, at any
time and upon such terms and conditions and
for such purposes and to such persons as
the Directors may in their absolute discretion
deem fit; and the issue shares in pursuance
of any instrument made or granted by the
Directors while this resolution was in
force; provided that 1) the aggregate number
of shares to be issued pursuant to this resolution,
CONTD.
- - .CONTD does not exceed 50% of the total number Non-Voting No vote
of issued shares in the capital of the
Company of which the aggregate number of shares
to be issued other than on a pro rata basis
to shareholders of the Company does not exceed
15% of the total number of issued shares in
the capital of the Company; 2) for the purpose
of determining the aggregate number of shares
that may be issued, the total number of
issued shares shall be based on the total number
of issued shares in the capital of the Company,
at the time this resolution is passed, after
adjusting for: i) for new shares arising from
the conversion or exercise of any convertible
securities or share options or vesting of
share awards which are outstanding or subsisting
at the time this resolution is passed; CONTD.
- - CONTD. and ii) any subsequent bonus issue, consolidation Non-Voting No vote
or subdivision of shares; 3) in exercising
the authority conferred by this resolution,
the Company shall comply with the provisions
of the Listing Manual of the SGX-ST for the
time being in force and the Article of Association
for the time being of the Company; Authority
expires the earlier of the conclusion of the
next AGM of the Company or the date by which
the next AGM of the Company is required
by law to be held
11 Authorize the Directors, pursuant to the exercise Mgmt Against Against
of options granted under the Star Hub Pte
ltd Share Option Plan, to allot and issue from
time to time such number of ordinary share
in the capital of the Company as may be
required to be issued
12 Authorize the Directors, in accordance with Mgmt For For
the provisions of the Star Hub Share Option
Plan 2004, to offer and grant options and to
grant awards in accordance with the provisions
of the Star Hub performance share plan and/or
the Star Hub Restricted Stock Plan; and to
allot and issue from time to time such number
of ordinary shares in the capital of the Company
as may be required to be issued pursuant
to the exercise of options under the Share
Options Plan and/or such number of fully
paid ordinary shares as may be required
to be issued pursuant to the vesting of awards
under the Performance Share Plan and/or the
Restricted Stock Plan; CONTD.
- - CONTD. provided that the aggregate number of Non-Voting No vote
ordinary shares to be issued pursuant to
the Star Hub Pte ltd Share Option Plan and
the share plans shall not exceed 15% of the
total number of issued shares in the capital
of the Company from time to time
- - Transact such other business Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
STARHUB LTD Agenda Number: 702314991
- --------------------------------------------------------------------------------------------------------------------------
Security: Y8152F132
Meeting Type: EGM
Meeting Date: 16-Apr-2010
Ticker:
ISIN: SG1V12936232
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Authorize the Directors of the Company, for Mgmt For For
the purpose of Sections 76C and 76E of the
Companies Act Chapter 50 of Singapore, to purchase
or otherwise acquire issued ordinary shares
in the capital of the Company not exceeding
in aggregate the maximum limit, at such price
or prices as may be determined by the Directors
from time to time up to the maximum price,
by way of: market purchases on the Singapore
Exchange Securities Trading Limited transacted
through the SGX-ST's trading system; and/or
off-market purchases in accordance with any
equal access schemes as may be determined or
formulated by the Directors as they consider
fit, which schemes shall satisfy all the conditions
prescribed by the Companies Act, and otherwise
in accordance with all other laws and regulations
and rules of the SGX-ST; the average of the
closing market prices of a Share over the last
5 Market Days, on which the Shares are transacted
on the SGX-ST immediately preceding the date
of the market purchase by the Company or, as
the case may be, the date of the making of
the offer pursuant to the CONTD.
CONTD. off-market purchase, and deemed to be Non-Voting No vote
adjusted in accordance with the rules of the
SGX-ST for any corporate action which occurs
after the relevant 5-Market Day period; in
the case of a market purchase of a Share, 105%
of the Average Closing Price of the Shares;
and in the case of an off-market purchase of
a Share pursuant to an equal access scheme,
110% of the Average Closing Price of the Shares;
and authorize the Directors of the Company
to complete and do all such acts and things;
[Authority expires the earlier of the conclusion
of the date on which the next AGM of the Company
is held or the date by which the next AGM of
the Company is required by law to be held]
2 Authorize the Company, its subsidiaries and Mgmt For For
associated Companies, for the purposes of Chapter
9 of the Listing Manual of the SGX-ST, that
are entities at risk, or any of them, to enter
into any of the transactions falling within
the types of interested person transactions
with any party who is of the class of interested
persons as specified, provided that such transactions
are made on normal commercial terms and in
accordance with the review procedures for such
interested person transactions; authorize the
Directors of the Company to complete and do
all such acts and things as they may consider
expedient or necessary or in the interests
of the Company to give effect to the shareholders'
mandate and/or this resolution; [Authority
expires at the conclusion of the next AGM of
the Company]
- --------------------------------------------------------------------------------------------------------------------------
STATOIL ASA Agenda Number: 702386271
- --------------------------------------------------------------------------------------------------------------------------
Security: R4446E112
Meeting Type: AGM
Meeting Date: 19-May-2010
Ticker:
ISIN: NO0010096985
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No Action
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING
INSTRUCTIONS IN THIS MARKET. ABSENCE
OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No Action
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN
OF EACH BENEFICIAL OWNER NAME, ADDRESS AND
SHARE POSITION TO YOUR CLIENT SERVICE
REPRESENTATIVE. THIS INFORMATION IS REQUIRED
IN ORDER FOR YOUR VOTE TO BE LODGED
1 Opening of the AGM by the Chair of the corporate Non-Voting No Action
assembly
2 Election of a Chair of the meeting Mgmt No Action
3 Approve the notice and the agenda Mgmt No Action
4 Approve the registration of attending shareholders Mgmt No Action
and the proxies
5 Election of two persons to co-sign the minutes Mgmt No Action
together with the chair of the meeting
6 Approve the annual report and the accounts for Mgmt No Action
Statoil Asa and the Statoil Group for 2009
including the Board of Directors proposal for
distribution of dividend
7 Approve the declaration on stipulation of salary Mgmt No Action
and other remuneration for Executive Management
8 Approve the determination of remuneration for Mgmt No Action
the Company's Auditor
9.1 Election of Olaug Svarva as a Member of the Mgmt No Action
Corporate Assembly
9.2 Election of Idar Kreutzer as a Member of the Mgmt No Action
Corporate Assembly
9.3 Election of Karin Aslaksen as a Member of the Mgmt No Action
Corporate Assembly
9.4 Election of Greger Mannsverk as a Member of Mgmt No Action
the Corporate Assembly
9.5 Election of Steinar Olsen as a Member of the Mgmt No Action
Corporate Assembly
9.6 Election of Ingvald Stroemmen as a Member of Mgmt No Action
the Corporate Assembly
9.7 Election of Rune Bjerke as a Member of the Corporate Mgmt No Action
Assembly
9.8 Election of Tore Ulstein as a Member of the Mgmt No Action
Corporate Assembly
9.9 Election of Live Haukvik Aker as a Member of Mgmt No Action
the Corporate Assembly
9.10 Election of Siri Kalvig as a Member of the Corporate Mgmt No Action
Assembly
9.11 Election of Thor Oscar Bolstad as a Member of Mgmt No Action
the Corporate Assembly
9.12 Election of Barbro Haetta-Jacobsen as a Member Mgmt No Action
of the Corporate Assembly
10 Approve the determination of remuneration for Mgmt No Action
the Corporate Assembly
11.1 Election of Olaug Svarva as a Member of the Mgmt No Action
Nomination Committee until the AGM in 2012
11.2 Election of Bjoern Staale Haavik as a Member Mgmt No Action
of the Nomination Committee until the
AGM in 2012
11.3 Election of Tom Rathke as a Member of the Nomination Mgmt No Action
Committee until the AGM in 2012
11.4 Election of Live Haukvik Aker as a Member of Mgmt No Action
the Nomination Committee until the AGM in
2012
12 Approve the determination of remuneration for Mgmt No Action
the Nomination Committee
13 Grant authority to acquire Statoil shares in Mgmt No Action
the market in order to continue implementation
of the Share Saving Plan for employees
14 Grant autority to acquire Statoil shares in Mgmt No Action
the market for annulment
15 Approve the changes to Articles of Association: Mgmt No Action
1) Articles of Association Section 4; 2)
Articles of Association Section 5; 3) Articles
of Association Section 7; 4) Articles of
Association Section 9; 5) Articles of Association
Section 11
16 PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr No Action
approve the proposal from a Shareholder
- --------------------------------------------------------------------------------------------------------------------------
STE DES AUTOROUTES PARIS-RHIN-RHONE ANC.AUTOROUTES PARIS-LYON, PARIS Agenda Number: 702452626
- --------------------------------------------------------------------------------------------------------------------------
Security: F87829101
Meeting Type: OGM
Meeting Date: 22-Jun-2010
Ticker:
ISIN: FR0006807004
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
"French Resident Shareowners must complete, Non-Voting No vote
sign and forward the Proxy Card directly to
the sub custodian. Please contact your Client
Service Representative to obtain the necessary
card, account details and directions. The
following applies to Non-Resident Shareowners:
Proxy Cards: 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"
1. Approve the financial statements for the FY Mgmt For For
2009
2. Approve the consolidated financial statements Mgmt For For
for the FY 2009
3. Approve the allocation of income Mgmt For For
4. Approve the agreements pursuant to Article L.225-38 Mgmt For For
of the Commercial Code
5. Ratify the co-optation of Mr. Edward BECKLEY Mgmt For For
as a Board Member
6. Ratify the co-optation of Mr. Peter TRENT as Mgmt For For
a Board Member
7. Powers for the formalities Mgmt For For
PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON THE
MATERIAL URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2010/0514/201005141002209.pdf
- --------------------------------------------------------------------------------------------------------------------------
SUEZ ENVIRONNEMENT COMPANY, PARIS Agenda Number: 702368122
- --------------------------------------------------------------------------------------------------------------------------
Security: F4984P118
Meeting Type: MIX
Meeting Date: 20-May-2010
Ticker:
ISIN: FR0010613471
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
CMMT 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
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON
THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2010/0414/201004141001203.pdf
O.1 Approve the Company's accounts for the YE 31 Mgmt For For
DEC 2009
O.2 Approve the allocation of the consolidated accounts Mgmt For For
for the YE 31 DEC 2009
O.3 Approve the allocation of the result for the Mgmt For For
YE 31 DEC 2009
O.4 Approve the agreements regulated under Articles Mgmt For For
L.225-38 et seq. and L.225-42-1 of
the Code de Commerce
O.5 Approve to set the amount allocated for the Mgmt For For
Directors' attendance fees for the year
O.6 Ratify the co-opting of Mr. Patrick Ouart as Mgmt For For
a Director
O.7 Appointment of Mr. Jerome Tolot as a Director Mgmt For For
O.8 Appointment of Mr. Dirk Beeuwsaert as a Director Mgmt For For
O.9 Appointment of Mr. Alain Chaigneau as a Director Mgmt For For
O.10 Appointment of Mr. Guillaume Pepy as a Director Mgmt For For
O.11 Appointment of Mr. Gilles Benoist as a Director Mgmt For For
O.12 Appointment of Mr. Gerald Arbola as a Director Mgmt For For
O.13 Authorize the Company to trade in its own shares Mgmt For For
E.14 Authorize the Board of Directors to reduce the Mgmt For For
authorized capital by canceling shares
held by the Company itself
E.15 Authorize the Board of Directors to increase Mgmt Against Against
the Company's authorized capital by issuing,
with the preferential right of subscription
maintained, equity securities and/or any
transferable securities giving access immediately
or at some future date to the Company's shares
E.16 Authorize the Board of Directors to increase Mgmt Against Against
the Company's authorized capital by issuing,
with the preferential right of subscription
cancelled, equity securities and/or any
transferable securities giving access immediately
or at some future date to the Company's shares
E.17 Authorize the Board of Directors to issue, by Mgmt Against Against
means of an offer pursuant to Article L.411-2
II of the Code monetaire et financier, shares
and transferable securities giving
access to the Company's authorized capital,
with the preferential right of subscription
for the shareholders cancelled
E.18 Authorize the Board of Directors to increase Mgmt Against Against
the value of issues made, with the preferential
right of subscription for the shareholders
maintained or cancelled, but capped at
15% of the value of the initial issue
E.19 Authorize the Board of Directors in the event Mgmt Against Against
of an issue, with the preferential
right of subscription for the shareholders
cancelled, of equity securities and/or any
transferable securities giving access, immediately
or at some future date, to the Company's
authorized capital, in order to set the issue
price, but capped at 10% of the Company's authorized
capital, according to the procedures ordered
by the general meeting
E.20 Authorize the Board of Directors to increase Mgmt Against Against
the Company's authorized capital, as
payment for contributions in kind of equity
securities or transferable securities
giving access to the authorized capital
E.21 Authorize the Board of Directors to increase Mgmt Against Against
the authorized capital by incorporation
of premia, reserves, profits or any other sum
whose capitalization is permitted
E.22 Authorize the Board of Directors to increase Mgmt Against Against
the Company's authorized capital, as
payment for contributions in kind made pursuant
to a Public Exchange Offer launched by
the Company
E.23 Authorize the Board of Directors to issue composite Mgmt Against Against
transferable securities representing debts
E.24 Authorize the Board of Directors to increase Mgmt Against Against
the authorized capital by issuing shares
or transferable securities giving access to
the capital, reserved for members of
personal equity plans, with the preferential
right of subscription for shareholders cancelled
in favor of said members
E.25 Authorize the Board of Directors to increase Mgmt Against Against
the authorized capital, with the preferential
right of subscription for shareholders cancelled,
in favor of all entities whose exclusive
object is to subscribe to, hold and sell the
Company's shares or other equity capital
pursuant to the use of one of the multiple
formulae of the Suez Environnement Group's
International Collective Shareholder Plan
E.26 Authorize the Board of Directors to allocate Mgmt Against Against
free shares
E.27 Powers for the legal formalities Mgmt For For
- --------------------------------------------------------------------------------------------------------------------------
SWISSCOM AG, ITTIGEN Agenda Number: 702325742
- --------------------------------------------------------------------------------------------------------------------------
Security: H8398N104
Meeting Type: AGM
Meeting Date: 27-Apr-2010
Ticker:
ISIN: CH0008742519
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting No Action
REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES
AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY.
UPON RECEIPT OF THE VOTING INSTRUCTION, IT
IS POSSIBLE THAT A MARKER MAY BE PLACED ON
YOUR SHARES TO ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE.
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No Action
MEETING NOTICE SENT UNDER MEETING 686240 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.
1.1 Approve the annual report, the financial statements Mgmt No Action
of Swisscom Ltd and the consolidated financial
statements for FY 2009
1.2 Approve the 2009 remuneration report as specified Mgmt No Action
by means of a consultative vote
2. Approve the retained earnings of FY 2009 of Mgmt No Action
CHF 3,676 million be appropriated as follows:
payment of a dividend to a total of CHF 1,036
million (CHF 20 gross per share) and balance
to be carried forward CHF 2,640 million
3. Grant discharge to the Members of the Board Mgmt No Action
of Directors and the Group Executive Board
for the 2009 FY
4. Amend Clauses 3.2 and 3.3 of the Articles of Mgmt No Action
Incorporation as specifed
5.1 Re-elect Dr. Anton Scherrer as a Member and Mgmt No Action
Chairman of the Board of Directors for a one-year
term of office
5.2 Re-elect Hugo Gerber as a Member of the Board Mgmt No Action
of Directors for a two-year term of office
5.3 Re-elect Catherine M hlemann as a Member of Mgmt No Action
the Board of Directors for a two-year term
of office
6. Re-elect KPMG AG, of Muri near Bern, as the Mgmt No Action
Statutory Auditors for the FY 2010
- --------------------------------------------------------------------------------------------------------------------------
SYNGENTA AG, BASEL Agenda Number: 702303164
- --------------------------------------------------------------------------------------------------------------------------
Security: H84140112
Meeting Type: AGM
Meeting Date: 20-Apr-2010
Ticker:
ISIN: CH0011037469
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting No Action
REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES
AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY.
UPON RECEIPT OF THE VOTING INSTRUCTION, IT
IS POSSIBLE THAT A MARKER MAY BE PLACED ON
YOUR SHARES TO ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE.
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No Action
MEETING NOTICE SENT UNDER MEETING 610186 INCLUDING
THE AGENDA. TO VOTE IN THE UPCOMING MEETING,
YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL
BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU.
1. Approve the annual report including annual accounts, Mgmt No Action
compensation report and accounts of the Group
for 2009
2. Grant discharge to the Members of the Board Mgmt No Action
of Directors and the Management
3. Approve the appropriation of the balance profit Mgmt No Action
of 2008 and dividend resolution
4.1 Approve the partial amendment of the By-laws Mgmt No Action
regarding the creation of the authorized share
capital
4.2 Approve the partial amendment of the By-laws Mgmt No Action
regarding the shares certificates and book
entry
4.3 Approve formal adjustments in Articles 9, 11 Mgmt No Action
Paragraph 1, 17, 18, 24 Paragraph 1, 27 and
28 of the Articles of Association
5.1 Re-elect Mr. Michael Mack to the Board of Directors, Mgmt No Action
for a three-year term of office
5.2 Re-elect Mr. Jacques Vincent to the Board of Mgmt No Action
Directors, for a three-year term of office
6. Election of Ernst and Young AG as the Auditors, Mgmt No Action
for the business year 2010
- --------------------------------------------------------------------------------------------------------------------------
T.E.R.N.A.- RETE ELETTRICA NAZIONALE SPA, ROMA Agenda Number: 702311402
- --------------------------------------------------------------------------------------------------------------------------
Security: T9471R100
Meeting Type: AGM
Meeting Date: 29-Apr-2010
Ticker:
ISIN: IT0003242622
- --------------------------------------------------------------------------------------------------------------------------
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 30 APR 2010. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS
THE AGENDA IS AMENDED. PLEASE BE ALSO
ADVISED THAT YOUR SHARES WILL BE BLOCKED UNTIL
THE QUORUM IS MET OR THE MEETING IS CANCELLED.
THANK YOU.
1 Approve the balance sheet as of 31 DEC 2009, Mgmt No Action
Board of Directors, Board of Auditors and
Auditing Company's reports and presentation
of the consolidated balancesheet as of 31
DEC 2009
2 Approve the profits allocation Mgmt No Action
- --------------------------------------------------------------------------------------------------------------------------
TELE2 AB, STOCKHOLM Agenda Number: 702374771
- --------------------------------------------------------------------------------------------------------------------------
Security: W95878117
Meeting Type: AGM
Meeting Date: 17-May-2010
Ticker:
ISIN: SE0000314312
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT 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
CMMT 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
CMMT PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN Non-Voting No vote
ACCEPT ABSTAIN AS A VALID VOTE OPTION. THANK
YOU
1 Election of the lawyer, Wilhelm L ning, as the Mgmt For For
Chairman of the AGM
2 Approve the voting list Mgmt For For
3 Approve the agenda Mgmt For For
4 Election of one or two persons to check and Mgmt For For
verify the Minutes
5 Approve to determine whether the AGM has been Mgmt For For
duly convened
6 Presentation of annual report, the Auditors' Non-Voting No vote
report and the consolidated financial
statements and the Auditors' report on the
consolidated financial statements
7 Adoption of the income statement and balance Mgmt For For
sheet and of the consolidated income statement
and the consolidated balance sheet
8 Approve an ordinary dividend of SEK 3.85 per Mgmt For For
share and an extraordinary dividend of
SEK 2 per share, in total SEK 5.85 per share;
that the record date is to be Thursday
20 MAY 2010; and the dividend is estimated
to be paid out by Euroclear Sweden on 25 MAY
2010
9 Grant discharge, from liability, to the Board Mgmt For For
of Directors and the Chief Executive Officer
10 Approve that the Board of Directors shall consist Mgmt For For
of eight Directors without Deputy Directors
11 Approve that the fixed remuneration for each Mgmt For For
Director of the Board for the period until
the close of the next AGM shall be unchanged;
due to the elimination of the Vice
Chairman role on the Board, however, the total
Board remuneration shall be decreased from
SEK 5,125,000 to SEK 4,975,000, for the period
until the close of the next AGM, of which SEK
1,200,000 shall be allocated to the Chairman
of the Board, SEK 450,000 to each of the Directors
and total SEK 625,000 for the work in the
committees of the Board of Directors;
for the work within the Audit Committee SEK
200,000 shall be allocated to the Chairman
and SEK 100,000 to each of the other three
Audit Members; for work within the Remuneration
Committee SEK 50,000 shall be allocated
to the Chairman and SEK 25,000 to each of the
other three Members; and that the remuneration
to the Auditor shall be paid in accordance
with approved invoices
12 Re-elect Mia Brunell Livfors, John Hepburn, Mgmt For For
Mike Parton, John Shakeshaft, Cristina
Stenbeck and Jere Calmes and election of Lars
Berg and Erik Mitteregger as the Board
Members; and election of Mike Parton as the
Chairman of the Board of Directors
13 Approve the procedure of the nomination committee Mgmt For For
14 Approve the guidelines for the remuneration Mgmt For For
to the Senior Executives
15.a Adopt a performance based incentive programme Mgmt For For
(the "Plan")
15.b Approve that a maximum of 1,180,000 Class C Mgmt For For
shares held by the Company after reclassification
into Class B shares may be transferred to participants
in accordance with the terms of the Plan
16 Authorize the Board of Directors, on one or Mgmt For For
more occasions for the period up until the
next AGM, to repurchase so many Class A and/or
Class B shares that the Company's holding
does not at any time exceed 10% of the total
number of shares in the Company; the repurchase
of shares shall take place on the NASDAQ
OMX Stockholm and may only occur at a price
within the share price interval registered
at that time, where share price interval means
the difference between the highest buying
price and lowest selling price; CONTD
CONT CONTD and authorize the Board of Directors, Non-Voting No vote
on one or more occasions for the period up
until the next AGM, to transfer the Company's
own Class A and/or Class B shares on the
NASDAQ OMX Stockholm or in connection with
an acquisition of companies or businesses;
the transfer of shares on the NASDAQ OMX Stockholm
may only occur at a price within the share
price interval registered at that time;
the authorization includes the right to resolve
on disapplication of the preferential rights
of shareholders and that payment shall be
able to be made in other forms than cash
17 Closing of the meeting Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
TELECOM ITALIA SPA, MILANO Agenda Number: 702339082
- --------------------------------------------------------------------------------------------------------------------------
Security: T92778108
Meeting Type: MIX
Meeting Date: 27-Apr-2010
Ticker:
ISIN: IT0003497168
- --------------------------------------------------------------------------------------------------------------------------
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 OF
EGM AND FIRST CALL OF OGM ON 28 APR 2010 AT
12:00 AND A THIRD CALL OF EGM AND THE SECOND
CALL OF THE OGM ON 29 APR 2010 AT 11:00 AM.
CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL
REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA
IS AMENDED. THANK YOU.
o.1 The documentation regarding the financial statements Mgmt No Action
for the year ended 31 DEC 2009 will be made
available within applicable legal time limits.
o.2 Following the resignation tendered by a Director Mgmt No Action
(Stefano Cao), it is proposed that Mauro Sentinelli
be appointed Director of the Company's Board
for the remainder of the term of office of
the currently serving Board of Directors (and
thus until the approval of the accounts at
31 DEC 2010).
o.3 The issue of the report on the accounts at 31 Mgmt No Action
December 2009 shall mark the expiry of the
appointment as Auditors of Reconta Ernst &
Young S.p.A. The Shareholders' Meeting is asked
to appoint new independent auditors for the
nine-year period 2010-2018 on the basis of
the reasoned proposal put forward by the Board
of Auditors. Such internal control body has
submitted to the Board of Directors a proposal
to appoint PricewaterhouseCoopers S.p.A. for
consideration of 1,811,300 Euro (excluding
VAT and expenses) for each year of the nine-year
period 2010-2018, for the auditing of the separate
financial statement of Telecom Italia S.p.A.
and the consolidated financial statement of
the Telecom Italia Group; limited auditing
of the half-yearly condensed consolidated financial
statement of the Telecom Italia Group; the
auditing of Form 20-F drawn up in accordance
with the applicable US requirements; the attestation
on the internal controls in accordance with
Section 404 of the Sarbanes-Oxley Act.
o.4 The Shareholders' Meeting is asked to resolve Mgmt No Action
on the launch of the 2010-2014 public shareholding
plan for employees. The plan calls for a subscription
offering reserved for employees of a maximum
of 31,000,000 ordinary shares at a discount
of 10% off the market price, up to a maximum
limit of Euro 3,000 per employee, with an installment
option. Subscribers who retain their shares
for one year, subject to remaining in the Company's
employ, shall receive one ordinary bonus share
for every three shares subscribed for cash.
o.5 It is proposed that the Shareholders' Meeting Mgmt No Action
approve the 2010-2015 long-term incentive plan
reserved for a selected portion of Telecom
Italia's executives. The plan calls for beneficiaries
to be granted a cash bonus based on three-year
performances (2010-2012) according to predetermined
parameters, with the option to invest 50% of
the bonus accrued in newly issued ordinary
shares at market prices, up to a maximum amount
of Euro 5 million. Subscribers who retain their
shares for two years, subject to remaining
in the Company's employ, shall be granted one
ordinary bonus share for each share subscribed
for cash.
e.1 Amendment of Article 5 of the Bylaws - related Mgmt No Action
and consequent resolutions: In connection with
the 2010-2014 public shareholding plan for
employees and the 2010-2015 long-term incentive
plan and, more generally, in order to provide
the Shareholders Meeting with an additional
operational tool, it is proposed that Article
5 of the Bylaws be amended to allow the allocation
of profits to the employees of the Company
or its subsidiaries through bonus share grants
pursuant to Article 2349 of the Italian Civil
Code. The proposed amendment shall not give
rise to the right of withdrawal.
e.2 It is proposed that the Shareholders' Meeting Mgmt No Action
- by amending Article 5 of the Bylaws subject
to a single vote authorize the Board of Directors
to increase share capital as follows: - in
the service of the 2010-2014 public shareholding
plan for employees, (i) for cash by issuing
a maximum of 31,000,000 ordinary shares, pre-emption
rights excluded, to be offered for subscription
to plan beneficiaries and, subsequently, (ii)
in the maximum amount of Euro 5,683,333.15
through the allocation of the corresponding
maximum amount of profit pursuant to Article
2349 of the Italian Civil Code, by issuing
the number of ordinary shares required to grant
one bonus share per every three shares subscribed
for cash; - in the service of the 2010-2015
long-term incentive plan, (i) for cash by issuing
ordinary shares in the maximum amount of Euro
5.000,000, pre-emption rights excluded, to
be offered for subscription to plan beneficiaries
and, subsequently, (ii) in the maximum amount
of Euro 5.000,000 through the allocation of
the corresponding maximum amount of profit
pursuant to Article 2349 of the Italian Civil
Code, by issuing the number of ordinary shares
required to grant one bonus share per each
share subscribed for cash. The foregoing amendments
to the Bylaws shall not entitle shareholders
who do not vote in favour thereof to withdraw.
- --------------------------------------------------------------------------------------------------------------------------
TELEFON AB L.M.ERICSSON Agenda Number: 702296092
- --------------------------------------------------------------------------------------------------------------------------
Security: W26049119
Meeting Type: AGM
Meeting Date: 13-Apr-2010
Ticker:
ISIN: SE0000108656
- --------------------------------------------------------------------------------------------------------------------------
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 NOT ALL SUB CUSTODIANS IN SWEDEN Non-Voting No vote
ACCEPT ABSTAIN AS A VALID VOTE OPTION. THANK
YOU
1 Election of Michael Treschow as a Chairman of Mgmt For For
the meeting
2 Preparation and approval of the voting list Non-Voting No vote
3 Approval of the agenda of the Meeting Non-Voting No vote
4 Determination whether the Meeting has been properly Non-Voting No vote
convened
5 Election of 2 persons approving the minutes Non-Voting No vote
6 Presentation of the annual report, the Auditors' Non-Voting No vote
report, the consolidated accounts, the
Auditors' report on the consolidated accounts
and the Auditors' presentation of the audit
work during 2009
7 The President's speech and questions by the Non-Voting No vote
shareholders to the Board of Directors
and the management
8.1 Adopt the profit and loss statement and the Mgmt For For
balance sheet, the consolidated profit and
loss statement and the consolidated balance
sheet
8.2 Grant discharge of liability for the Members Mgmt For For
of the Board of Directors and the President
8.3 Approve a dividend of SEK 2.00 per share and Mgmt For For
Friday, 16 APR 2010, as record date for dividend,
assuming this date will be the record day,
Euroclear Sweden AB (formerly VPC AB)
is expected to disburse dividends on Wednesday,
21 APR 2010
9.1 Approve the number of Board Members to be elected Mgmt For For
by the Meeting be 12 and no Deputy Directors
be elected
9.2 Approve the fees to the non-employed Board Members Mgmt For For
and to the non-employed Members of the Committees
to the Board of Directors elected by the Meeting
remain unchanged and be paid as: SEK 3,750,000
to the Chairman of the Board of Directors;
SEK 750,000 each to the other Board Members;
SEK 350,000 to the Chairman of the Audit Committee;
SEK 250,000 each to other Members of the
Audit Committee; and SEK 125,000 each to
the Chairmen and other Members of the Finance
and Remuneration Committee, as specified
9.3 Re-elect Michael Treschow as the Chairman of Mgmt For For
the Board of Directors; and re-election
of Messrs. Roxanne S. Austin, Sir Peter L.
Bonfield, Borje Ekholm, Ulf J. Johansson,
Sverker Martin-Lof, Nancy McKinstry, Anders
Nyren, Carl-Henric Svanberg and Marcus Wallenberg
and election of Hans Vestberg and Michelangelo
Volpi as the new Members of the Board of Directors
9.4 Approve the procedure on appointment of the Mgmt For For
Nomination Committee, in substance
as: the Company shall have a Nomination Committee
of no less than 5 Members, 1 Member shall be
the Chairman of the Board of Directors as
specified
9.5 Approve that no remuneration be paid to the Mgmt For For
Nomination Committee Members, however,
the Company shall bear the expenses related
to the work of the Nomination Committee
9.6 Approve to pay, like previous years, the Auditor Mgmt For For
fees against approved account
10 Approve the guidelines for remuneration and Mgmt For For
other employment terms for the senior management
for the period up to the 2011 AGM, compared
to the guidelines resolved by the
2009 AGM, these guidelines have been restructured
and rephrased to better demonstrate the basic
principles for remuneration within the
Ericsson Group as specified
11.1 Approve the implementation of the Stock Purchase Mgmt For For
Plan as specified
11.2 Approve the transfer of Treasury Stock as specified Mgmt For For
11.3 Approve, in the event that the required majority Mgmt For For
is not reached under resolution 11.2,
the financial exposure of the Stock Purchase
Plan shall be hedged by the Company entering
into an equity swap agreement with a third
party, under which the third party shall,
in its own name, acquire and transfer
shares in the Company to employees covered
by the Stock Purchase Plan
11.4 Approve the implementation of the Key Contributor Mgmt For For
Retention Plan as specified
11.5 Approve the: a transfer of treasury stock Mgmt For For
to employees transfer of no more than 6,500,000
shares of series B in the Company to employees
on the same terms and conditions as in
resolution 11.2 and in accordance with resolution
11.4; b transfer of treasury stock on an
exchange Transfer of no more than 1,300,000
shares of series B in the Company on an exchange
on the same terms and conditions as in resolution
11.2
11.6 Approve, in the event that the required majority Mgmt Against Against
is not reached under resolution 11.5,
the financial exposure of the Key Contributor
Retention Plan shall be hedged by the Company
entering into an equity swap agreement with
a third party, under which the third party
shall, in its own name, acquire and transfer
shares in the Company to employees covered
by the Key Contributor Retention Plan
11.7 Approve the implementation of the Executive Mgmt Against Against
Performance Stock Plan as specified
11.8 Approve the of no more than 3,500,000 shares Mgmt For For
of series B in the Company to employees
on the same terms and conditions as those in
resolution 11.2 and in accordance with resolution
11.7; and transfer of no more than 900,000
shares of series B in the Company on an exchange
on the same terms and conditions as those in
resolution 11.2
11.9 Approve, in the event that the required majority Mgmt Against Against
is not reached under item 11.8 above, the
financial exposure of the Executive Performance
Stock Plan shall be hedged by the Company
entering into an equity swap agreement with
a third party, under which the third party
shall, in its own name, acquire and transfer
shares in the Company to employees covered
by the Executive Performance Stock
Plan
12 Approve to transfer of treasury stock in relation Mgmt For For
to the resolutions on the Long Term Incentive
Plan 2006 and the Long Term Variable Compensation
Programs 2007, 2008 and 2009 as specified
13 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: authorize the Board of Directors
to review how shares are to be given equal
voting rights and to present a proposal to
that effect at the next AGM of Shareholders
14 Close of the Meeting Non-Voting No vote
- --------------------------------------------------------------------------------------------------------------------------
TELEFONICA SA, MADRID Agenda Number: 702403875
- --------------------------------------------------------------------------------------------------------------------------
Security: 879382109
Meeting Type: AGM
Meeting Date: 02-Jun-2010
Ticker:
ISIN: ES0178430E18
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve the individual annual accounts, the Mgmt For For
consolidated financial statements [consolidate
annual accounts] and the management report
of Telefonica, S.A and of its consolidated
group of Companies, as well as of the proposed
allocation of the profit/losses of Telefonica,
S.A and the management of its Board of Directors,
all with respect in fiscal year 2009
2 Approve the Compensation of shareholders, distribution Mgmt For For
of a dividend to be charged to unrestricted
reserves
3 Authorize the acquisition of the Company's own Mgmt For For
shares, directly or through Companies of the
Group
4 Authorize the Board of Directors to issue debentures, Mgmt Against Against
bonds, notes and other fixed-income securities,
be they simple, exchangeable and or convertible,
granting the Board in the last case, the power
to exclude the pre-emptive rights of share
holders, as well as the power to issue preferred
shares and the power to guarantee issuances
by the Companies of the Group
5 Re-elect the Auditor for FY 2010 Mgmt For For
6 Approve the delegation of powers to formalize, Mgmt For For
interpret, correct and implement the resolutions
adopted by the general shareholder' meeting
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No vote
REACH QUORUM, THERE WILL BE A SECOND CALL ON
03 JUN 2010. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE
AGENDA IS AMENDED. THANK YOU.
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF ACTUAL RECORD DATE AND SECOND CALL DATE.
IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE
TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
YOU.
- --------------------------------------------------------------------------------------------------------------------------
TELEKOM AUSTRIA AG Agenda Number: 702404827
- --------------------------------------------------------------------------------------------------------------------------
Security: A8502A102
Meeting Type: AGM
Meeting Date: 27-May-2010
Ticker:
ISIN: AT0000720008
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO DELETION Non-Voting No vote
OF COMMENT. IF YOU HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
1. Approve the presentation of the adopted financial Mgmt For For
statements and the Management report as well
as the consolidated financial statements including
the consolidated Management report and the
corporate governance report, the proposal for
utilization of the net profit and the Supervisory
Board report on the FY 2009
2. Approve the allocation of the net income for Mgmt For For
the FY 2009
3. Grant discharge to the Members of the Management Mgmt For For
Board for the FY 2009
4. Grant discharge to the Members of the Supervisory Mgmt For For
Board the FY 2009
5. Approve the remuneration to the members of the Mgmt For For
supervisory Board for the FY 2009
6. Election of the Auditors for the FY 2010 Mgmt For For
7. Election of the member to the supervisory Board Mgmt For For
8. Receive the Management report on share buy-back Mgmt For For
effected, number of treasury shares held and
use of treasury shares
9. Amend the Articles of Association in particular Mgmt For For
for adaptation according to the Stock Corporation
Amendment Act 2009 [AktienrechtsAnderungsgesetz
2009]
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting No vote
IN TEXT OF RESOLUTIONS. 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.
- --------------------------------------------------------------------------------------------------------------------------
TELENOR ASA, FORNEBU Agenda Number: 702406667
- --------------------------------------------------------------------------------------------------------------------------
Security: R21882106
Meeting Type: AGM
Meeting Date: 19-May-2010
Ticker:
ISIN: NO0010063308
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No Action
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No Action
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION
TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE
TO BE LODGED
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No Action
ID 699228 DUE TO ADDITION OF RESOLUTION. 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 notice of the AGM Mgmt No Action
2 Election of a representative to sign the minutes Non-Voting No Action
of the AGM together with the Chairman of the
meeting
3 Approve the annual accounts and the annual report Mgmt No Action
for the FY 2009; and a dividend payment of
NOK 2.50 per share
4 Approve the remuneration to the Company's Auditor Mgmt No Action
5 Approve the Board's declaration regarding the Mgmt No Action
determination of salary and other remuneration
to senior employees pursuant to Section 6-16A
in the Act relating to public limited companies
6.i Grant authority to acquire own shares for the Mgmt No Action
purposes of cancellation or as means of payment
in connection with acquisition of businesses
6.ii Grant authority to acquire own share for the Mgmt No Action
purposes of fulfilling Telenor's obligations
pursuant to option and LTI programmes for senior
employees and general share programmes for
employees
7 Approve to determine the remuneration to the Mgmt No Action
Members of the Corporate Assembly and the Nomination
Committee
- --------------------------------------------------------------------------------------------------------------------------
TELEVISION BROADCASTS LTD Agenda Number: 702372284
- --------------------------------------------------------------------------------------------------------------------------
Security: Y85830100
Meeting Type: AGM
Meeting Date: 26-May-2010
Ticker:
ISIN: HK0511001957
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE Non-Voting No vote
OF "ABSTAIN" WILL BE TREATED THE SAME AS A
"TAKE NO ACTION" VOTE.
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE Non-Voting No vote
BY CLICKING ON THE URL LINK: http://www.hkexnews.hk/listedco/listconews/sehk/20100419/LTN20100419660.pdf
1 Receive the audited financial statements and Mgmt For For
the report of the Directors and the Independent
Auditors' report for the YE 31 DEC 2009
2 Approve to declare a final dividend for the Mgmt For For
YE 31 DEC 2009
3.1 Election of Ms. Vivien Chen Wai Wai as a Directors Mgmt For For
3.2 Election of Mr. Mark Lee Po On as a Directors Mgmt For For
4.1 Re-election of Dr. Norman Leung Nai Pang as Mgmt For For
a Director, who retires by rotation
4.2 Re-election of Mr. Edward Cheng Wai Sun as Director, Mgmt For For
who retires by rotation
5 Approve the Chairman's fee Mgmt For For
6 Approve to increase in Director's fee Mgmt For For
7 Re-appointment of PricewaterhouseCoopers as Mgmt For For
the Auditors of the Company and authorize
Directors to fix their remuneration
8 Grant a general mandate to Directors to issue Mgmt Against Against
additional shares
9 Grant a general mandate to Directors to repurchase Mgmt For For
issued shares
10 Authorize the Directors under Resolution 8 to Mgmt Against Against
extend the shares repurchased under the authority
under Resolution 9
11 Approve to extend the book close period from Mgmt For For
30 days to 60 days
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting No vote
IN TEXT OF RESOLUTION 3. 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.
- --------------------------------------------------------------------------------------------------------------------------
TELEVISION BROADCASTS LTD Agenda Number: 702373224
- --------------------------------------------------------------------------------------------------------------------------
Security: Y85830100
Meeting Type: EGM
Meeting Date: 26-May-2010
Ticker:
ISIN: HK0511001957
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE Non-Voting No vote
OF "ABSTAIN" WILL BE TREATED THE SAME AS A
"TAKE NO ACTION" VOTE.
1 Approve and ratify the Short Form Agreement Mgmt For For
[as as specified], the transactions contemplated
thereunder and the cap amounts [as specified]
- --------------------------------------------------------------------------------------------------------------------------
TENARIS SA Agenda Number: 702393745
- --------------------------------------------------------------------------------------------------------------------------
Security: L90272102
Meeting Type: AGM
Meeting Date: 02-Jun-2010
Ticker:
ISIN: LU0156801721
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the report and certifications from the Mgmt No Action
Management of the Board of Directors and of
the reports from the Independent Auditors with
regard to the consolidated financial statements
of the Company for the FYE on 31 DEC 2009,
2008 and 2007, and of the annual financial
statements of the Company to 31 DEC 2009
2 Approve the consolidated financial statements Mgmt No Action
of the Company for the FYE on 31 DEC 2009,
2008 and 2007
3 Approve the annual financial statements of the Mgmt No Action
Company to 31 DEC 2009
4 Approve the allocation of results and payment Mgmt No Action
of dividends for the FYE on 31 DEC 2009
5 Approve to release from liability for the members Mgmt No Action
of the Board of Directors for the performance
of their term in office during the FYE on 31
DEC 2009
6 Election of the members of the Board of Directors Mgmt No Action
7 Approve the remuneration for the members of Mgmt No Action
the Board of Directors
8 Approve the designation of the Independent Auditors Mgmt No Action
for the FYE on 31 DEC 2010 and their compensation
9 Authorize the Company, or any subsidiary, to Mgmt No Action
buy, acquire or receive periodically shares
of the Company, in accordance with Article
49, 2, of the Law of Luxembourg of 10 AUG 1915,
and with the applicable laws and regulations
10 Authorize the Board of Directors to carry out Mgmt No Action
the distribution of all the notices to the
shareholders, including the material for the
general meeting of shareholders and the issuance
of proxies and annual reports for the shareholders
through the electronic means that are allowed
by any applicable laws or regulations
- --------------------------------------------------------------------------------------------------------------------------
THE SWATCH GROUP AG, NEUENBURG Agenda Number: 702369314
- --------------------------------------------------------------------------------------------------------------------------
Security: H83949133
Meeting Type: OGM
Meeting Date: 12-May-2010
Ticker:
ISIN: CH0012255144
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting No Action
REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES
AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY.
UPON RECEIPT OF THE VOTING INSTRUCTION, IT
IS POSSIBLE THAT A MARKER MAY BE PLACED ON
YOUR SHARES TO ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE.
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No Action
MEETING NOTICE SENT UNDER MEETING 695475, INCLUDING
THE AGENDA. TO VOTE IN THE UPCOMING MEETING,
YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL
BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU.
1 Approve the 2009 annual report (annual report, Mgmt No Action
financial statements and consolidated financial
statements)
2 Grant discharge to the Board of Directors for Mgmt No Action
the FY 2009
3 Approve the appropriates 2009 profit of CHF Mgmt No Action
466,318,860.25 resulting from the balance sheet
(net income as of 31 DEC 2009 of CHF 432,821,927.52
plus balance brought forward from the previous
year of CHF 33,496,932.73) as specified
4.1 Election of Esther Grether to the Board of Directors Mgmt No Action
for 3 year period
4.2 Election of Dr.H.C. Nayla Hayek to the Board Mgmt No Action
of Directors for 3 year period
4.3 Election of Dr. Peter Gross to the Board OF Mgmt No Action
Directors for 3 year period
4.4 Election of Dr. H.C. Nicolas G. Hayek to the Mgmt No Action
Board of Directors for 3 year period
4.5 Election of Prof. Dr.H.C. Claude Nicollier to Mgmt No Action
the Board of Directors for 3 year period
4.6 Election of Johann Niklaus Schneider-Ammann Mgmt No Action
to the Board of Directors for 3 year period
4.7 Election of Ernst Tanner to the Board of Directors Mgmt No Action
for 3 year period
4.8 Election of Georges Nicolas Hayek as a new Member Mgmt No Action
to the Board of Directors for 3 year period
4.9 Election of DR. Jean-Pierre Roth as a new Member Mgmt No Action
to the Board of Directors for 3 year period
5 Appointment of PricewaterhouseCoopers Ltd as Mgmt No Action
the Statutory Auditors for another period of
one year
6 Approve the adaptation of Article 8 Paragraph Mgmt No Action
4 of the Statutes as specified
- --------------------------------------------------------------------------------------------------------------------------
TITAN CEMENT CO, ATHENS Agenda Number: 702391296
- --------------------------------------------------------------------------------------------------------------------------
Security: X90766126
Meeting Type: OGM
Meeting Date: 18-May-2010
Ticker:
ISIN: GRS074083007
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve the annual financial statements for Mgmt No Action
2009 along with Board of Director's
and Chartered Auditors' reports and disposal
of profits
2 Approve the dismissal of Board of Director and Mgmt No Action
Chartered Auditors from every compensational
responsibility for 2009
3 Approve the Board of Director's remunerations Mgmt No Action
for 2009 and pre-approval of them for 2010
4 Election of new Board of Director and appointment Mgmt No Action
of it's Independent Members
5 Approve the validation of the election of the Mgmt No Action
Audit Committee's Member under Article 37 of
Law 3693/2008 in replacement of the resigned
one and election of it's ordinary and substitute
members
6 Election of Chartered Auditors ordinary and Mgmt No Action
substitute for 2010 and determination
of their remuneration
7 Approve the granting of approval of share buy Mgmt No Action
back, common and prefered own shares, pursuant
to Article 16 Paragraph 1 of Codified Law 2190/1920
8 Authorize, in accordance with Article 23 Paragraph Mgmt No Action
1 of Codified Law 2190/1920, the Board of Director
and to company's managers to participate in
Board of Directors or in the Management of
Group's Companies that pursue the same or
similar scopes
9 Approve the enactment of Stock Option Plan for Mgmt No Action
the acquisition of Company shares by executive
Members of the Board of Directors and the personnel
of the Company and its affiliated Company's,
in accordance with Article 13 Paragraph 13
of Codified Law 2190/1920 and authorize the
Board of Director for the determination
of the eligible holders of the way of rights
exercise and of the rest of Plan's terms
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No Action
REACH QUORUM, THERE WILL BE AN 1ST REITERATIVE
MEETING ON 03 JUN 2010 AND AN 2ND REITERATIVE
MEETING ON 17 JUN 2010. ALSO, YOUR VOTING INSTRUCTIONS
WILL NOT BE CARRIED OVER TO THE SECOND CALL.
ALL VOTES RECEIVED ON THIS MEETING WILL BE
DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THE REPETITIVE MEETING. 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 THIS IS A REVISION DUE TO RECEIPT Non-Voting No Action
OF SECOND AND THIRD CALL DATES AND RECEIPT
OF ARTICLE NUMBERS. 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.
- --------------------------------------------------------------------------------------------------------------------------
TOTAL S A Agenda Number: 702420097
- --------------------------------------------------------------------------------------------------------------------------
Security: F92124100
Meeting Type: MIX
Meeting Date: 21-May-2010
Ticker:
ISIN: FR0000120271
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
"French Resident Shareowners must complete, Non-Voting No vote
sign and forward the Proxy Card directly to
the sub custodian. Please contact your Client
Service Representative to obtain the necessary
card, account details and directions. The following
applies to Non-Resident Shareowners: Proxy
Cards: Voting instructions will be forwarded
to the Global Custodians that have become Registered
Intermediaries, on the Vote Deadline Date.
In capacity as Registered Intermediary, the
Global Custodian will sign the Proxy Card and
forward to the local custodian. If you are
unsure whether your Global Custodian acts as
Registered Intermediary, please contact your
representative"
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 694699 DUE TO CHANGE IN VOTING STATUS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON THE
MATERIAL URL LINK-https://balo.journal-officiel.gouv.fr/pdf/2010/0226/201002261000408.pdf
O.1 Approve the Company's financial statements Mgmt For For
O.2 Approve the consolidated financial statements Mgmt For For
O.3 Approve the allocation of the profit, setting Mgmt For For
of the dividend
O.4 Approve the Agreements pursuant to Article L. Mgmt For For
225-38 of the Commercial Code
O.5 Approve the commitments pursuant to Article Mgmt For For
L. 225-42 of the Commercial Code
O.6 Authorize the Board of Directors to proceed Mgmt For For
with the Company's shares
O.7 Approve the renewal of Mr. Thierry Desmarest's Mgmt For For
term as Board Member
O.8 Approve the renewal of Mr. Thierry de Rudder's Mgmt For For
term as Board Member
O.9 Appointment of Mr. Gunnar Brock as a Board Member Mgmt For For
O.10 Appointment of Mr. Claude Clement as a Board Mgmt For For
Member to represent the Employees Shareholders
pursuant to Article 11 of the Statutes
O.11 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Appointment as Director, Mr. Philippe
Marchandise representing the Employees who
are shareholders of the Company for a 3-year
period [In accordance with Article 11 of the
bylaws, only one of the recommended Directors
in resolutions 10, 11 and 12 will be elected]
O.12 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Appointment as Director, Mr. Mohammed
Zaki representing the Employees who are shareholders
of the Company for a 3-year period [In accordance
with Article 11 of the bylaws, only one of
the recommended Directors in resolutions 10,
11 and 12 will be elected]
O.13 Approve the renewal of the Cabinet Ernst and Mgmt For For
Young Audit as permanent statutory Auditor
O.14 Approve the Cabinet KPMG Audit as permanent Mgmt For For
statutory Auditor
O.15 Appointment of Cabinet Auditex as the substitute Mgmt For For
statutory Auditor
O.16 Appointment of Cabinet KPMG Audit I.S. as the Mgmt For For
substitute statutory Auditor
E.17 Authorize the Board of Directors to increase Mgmt Against Against
the capital with preferential subscription
rights of the Shareholders, by issuing common
shares or any securities giving access to the
capital by incorporation of premiums, reserves,
profits or others
E.18 Authorize the Board of Directors to increase Mgmt Against Against
the capital by issuing common shares or any
securities giving access to the capital, with
cancellation of preferential subscription rights
E.19 Authorize the Board of Directors to increase Mgmt Against Against
the capital by issuing common shares or any
securities giving access to the capital as
remuneration for the contributions in kind
granted to the Company
E.20 Authorize the Board of Directors to increase Mgmt Against Against
the capital in accordance to Article L. 3332-18
et seq. of the Code of Labor
E.21 Approve the authorization to grant options to Mgmt Against Against
subscribe or purchase Company's shares to some
Collaborators of the group as well as to Officers
of the Company or Companies of the group
E.A PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Approve to add a new paragraph to
the end of Article 9 of the Articles of Association
as specified
- --------------------------------------------------------------------------------------------------------------------------
TULLOW OIL PLC Agenda Number: 702357232
- --------------------------------------------------------------------------------------------------------------------------
Security: G91235104
Meeting Type: AGM
Meeting Date: 12-May-2010
Ticker:
ISIN: GB0001500809
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive and adopt the annual accounts and associated Mgmt For For
reports
2 Declare the final dividend of 4.0p per ordinary Mgmt For For
share
3 Receive and approve the Director's remuneration Mgmt For For
report
4 Re-election of Aidan Heavey as a Director Mgmt For For
5 Re-election of Angus McCoss as a Director Mgmt For For
6 Re-election of David Williams as a Director Mgmt For For
7 Re-election of Pat Plunkett as a Director Mgmt For For
8 Re-appointment of Deloittee LLP as the Auditors Mgmt For For
and authorize the Directors to determine
their remuneration
9 Approve to renew Director's authority to allot Mgmt Against Against
shares
10 Approve to dis-apply statutory pre-emption rights Mgmt For For
11 Authorize the Company to hold general meeting Mgmt For For
on no less than 14 clear day's notice
12 Adopt the new Articles of Association of the Mgmt For For
Company
13 Approve the Tullow Oil 2010 Share Option Plan Mgmt For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting No vote
IN SPELLING OF DIRECTOR NAMES OF RESOLUTIONS
4 AND 7. 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.
- --------------------------------------------------------------------------------------------------------------------------
UCB SA, BRUXELLES Agenda Number: 702333458
- --------------------------------------------------------------------------------------------------------------------------
Security: B93562120
Meeting Type: EGM
Meeting Date: 29-Apr-2010
Ticker:
ISIN: BE0003739530
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No Action
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING
INSTRUCTIONS IN THIS MARKET. ABSENCE
OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
- - MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No Action
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN
OF EACH BENEFICIAL OWNER NAME, ADDRESS AND
SHARE POSITION TO YOUR CLIENT SERVICE
REPRESENTATIVE. THIS INFORMATION IS REQUIRED
IN ORDER FOR YOUR VOTE TO BE LODGED
1 Receive the reports of the Board of Directors Mgmt No Action
2 Receive the reports of the Auditor Mgmt No Action
3 Approve the annual accounts of UCB S.A and allocation Mgmt No Action
of profits or losses
4 Grant discharge to the Directors Mgmt No Action
5 Grant discharge to the Auditors Mgmt No Action
6.1 Re-appoint Frederic Roch Doliveux as a Director Mgmt No Action
who is due to expire for the period provide
by the Articles of Association
6.2 Re-appoint Peter Fellner as the Director for Mgmt No Action
the period provided by the Articles of Association
6.3 Appoint Peter Fellner as the as Independent Mgmt No Action
Director according to the Article
6.4 Appoint Albrecht De Graeve as a new Director Mgmt No Action
for the period provided by the
6.5 Appoint De Grave as the as Independent Director Mgmt No Action
according to the Article 526bis of the Companies
code
6.6 Appoint Alexandre Van Damme as a new Director Mgmt No Action
for the period provided by the
7 Approve the decisions of the Board of Directors Mgmt No Action
to allocate a number of 300,000 to 375,000
maximum free shares of which 150,000 maximum
to Senior Executive, namely to about 38
individuals, according to allocation criteria
linked to the level of responsibility of
those concerned that the allocations of these
free shares will take place on completion of
the condition that the interested parties
remain employed within the UCB group for a
period of at least 3 years after the grant
of awards; and of which 225,000 maximum to
Senior Executive qualifying for the Performance
Share Plan and for which payout will occur
after a three year vesting period and will
vary from 0% to 15% of the granted amount
depending on the level of achievement of the
performance conditions set by the Company
at the moment of grant
8 Approve, pursuant to Article 556 of the Belgian Mgmt No Action
Company Code, the general share holder's
meeting approves: the condition 5 (c) (i)
redemption at the option of the bondholders-upon
a change of control of the terms and
conditions applicable to the EUR 500,000,000
5.75% bonds due 2016 which have been issued
by the Company on 10 DEC 2009, which provides
that, under certain circumstances, in case
of a change of control over the Company, the
Company may have to repay earlier all amount
due under the bonds; and any provisions of
the facility agreement dated 14 DEC 2009 between,
amongst others, UCB SA/NV as the Company,
Commerzbank Aktiengesellschaft and Mizuho Corporate
bank Nederland N. V as co-ordinators and
Fortis bank SA/NV as agent, CONTD...
- - .CONTD that may enter within the scope of Article Non-Voting No Action
556 of the Belgian Company Code, including
without limitation Clause 10.2 of this facility
agreement, which provides that, under certain
circumstances, in case of a change of
control over the Company, the Company may have
to repay earlier all amounts due under the
facility agreement
- --------------------------------------------------------------------------------------------------------------------------
UMICORE GROUP Agenda Number: 702345097
- --------------------------------------------------------------------------------------------------------------------------
Security: B95505168
Meeting Type: OGM
Meeting Date: 27-Apr-2010
Ticker:
ISIN: BE0003884047
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No Action
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING
INSTRUCTIONS IN THIS MARKET. ABSENCE
OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
- - MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No Action
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN
OF EACH BENEFICIAL OWNER NAME, ADDRESS AND
SHARE POSITION TO YOUR CLIENT SERVICE
REPRESENTATIVE. THIS INFORMATION IS REQUIRED
IN ORDER FOR YOUR VOTE TO BE LODGED
1 Submission of, and discussion on, the annual Non-Voting No Action
report of the Board of Directors and the report
of the Statutory Auditor on the statutory annual
accounts for the FYE 31 DEC 2009
2 Approve, the statutory annual accounts for the Mgmt No Action
FYE 31 DEC 2009 showing a profit for the
FY in the amount of EUR 201,577,421.21 taking
into account the profit of the FY, the profit
of EUR 206,052,951.33 brought forward from
the previous FY and the allocations to and
releases from the unavailable reserve related
to the 2009 movements in the own shares for
a total net amount of EUR 63,888,541.11, the
result to be appropriated stands at EUR 343,741,831.43;
the appropriation of the result including
the payment of a gross dividend of EUR 0.65
per share
3 Submission of, and discussion on, the annual Non-Voting No Action
report of the Board of Directors and the report
of the Statutory Auditor on the consolidated
annual accounts for the FYE 31 DEC 2009
4 Submission of the consolidated annual accounts Non-Voting No Action
of the company for the FYE 31 DEC 2009
5 Grant discharge from liability to each of the Mgmt No Action
Directors who were in office during the
FY 2009, for the performance of their mandate
during said FY 2009
6 Grant discharge from liability to the Statutory Mgmt No Action
Auditor for the performance of its mandate
during the FY 2009
7.1 Re-election of Mrs. Isabelle Bouillot as a Independent Mgmt No Action
Director for a period of 3 years expiring
at the 2013
7.2 Re-election of Mr. Shohei Naito as a Independent Mgmt No Action
Director for a period of 3 years expiring
at the 2013
7.3 Approve the Board's remuneration proposed for Mgmt No Action
the 2010 FY constituting a fixed fee for
a global amount of EUR 200,000 and a fee per
attended meeting of EUR 5,000 for the Chairman
and EUR 2,500 for the Directors
UMICORE DEMANDS THE DISCLOSURE OF THE FINAL Non-Voting No Action
BENEFICIAL OWNERS. WITHOUT THIS DISCLOSURE
YOUR VOTE WILL BE REJECTED. IN ORDER FOR YOUR
VOTE TO BE ACCEPTED UMICORE DEMANDS TO KNOW
THE INITIALS AND THE LAST NAME OF THE BENEFICIAL
OWNER AND THE NUMBER OF SHARES OF THE BENEFICIAL
OWNER
- --------------------------------------------------------------------------------------------------------------------------
UNIBAIL-RODAMCO SE, PARIS Agenda Number: 702305675
- --------------------------------------------------------------------------------------------------------------------------
Security: F95094110
Meeting Type: MIX
Meeting Date: 28-Apr-2010
Ticker:
ISIN: FR0000124711
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - French Resident Shareowners must complete, sign Non-Voting No vote
and forward the Proxy Card directly to the
sub custodian. Please contact your Client Service
Representative to obtain the necessary
card, account details and directions. The
following applies to Non-Resident Shareowners:
Proxy Cards: Voting instructions will be
forwarded to the Global Custodians that have
become Registered Intermediaries, on the
Vote Deadline Date. In capacity as
Registered Intermediary, the Global Custodian
will sign the Proxy Card and forward to
the local custodian. If you are unsure whether
your Global Custodian acts as Registered
Intermediary, please contact your representative
- - PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
- - PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON
THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2010/0322/201003221000766.pdf
O.1 Approve the annual accounts Mgmt For For
O.2 Approve the consolidated accounts Mgmt For For
O.3 Approve the allocation of the result Mgmt For For
O.4 Approve the distribution of a sum deducted on Mgmt For For
the contribution bonus line item
O.5 Approve the regulated agreements and commitments Mgmt For For
O.6 Approve to renew Mr. Frans J. G. M. Cremers' Mgmt For For
appointment as a Member of the Supervisory
Board
O.7 Approve to renew Mr. Francois Jaclot's appointment Mgmt For For
as a Member of the Supervisory Board
O.8 Authorize the Board of Directors in order to Mgmt For For
allow the Company to trade in its own shares
E.9 Authorize the Board of Directors for the purpose Mgmt For For
of reducing the authorized capital by canceling
shares held by the Company
E.10 Powers for the required formalities Mgmt For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting No vote
IN RECORD DATE. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
UNICREDIT SPA, GENOVA Agenda Number: 702327518
- --------------------------------------------------------------------------------------------------------------------------
Security: T95132105
Meeting Type: MIX
Meeting Date: 20-Apr-2010
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 OF
EGM ON 21 APR 2010 AT 09:00 AM AND A THIRD
CALL OF EGM AND THE SECOND CALL OF THE AGM
ON 22 APR 2010 AT 10:30 AM. CONSEQUENTLY, YOUR
VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL
CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.
1. Presentation of the financial statement as at Mgmt No Action
31 DEC 2009, accompanied with the Directors
and Auditing Company's Reports; Board of Statutory
Auditors' Report. Presentation of the consolidated
financial statement.
2. Allocation of the net profit of the year; Mgmt No Action
PLEASE NOTE THAT ALTHOUGH THERE ARE TWO CANDIDATE Non-Voting No Action
SLEDS TO BE ELECTED AS AUDITORS, THERE IS ONLY
ONE VACANCY AVAILABLE TO BE FILLED AT THE MEETING.
THE STANDING INSTRUCTIONS FOR THIS MEETING
WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE
REQUIRED TO VOTE FOR ONLY ONE OF THE TWO AUDITOR
SLEDS. THANK YOU.
3.1 List presented by Fondazione Cassa di Risparmio Mgmt No Action
di Verona, Vicenza, Belluno e Ancona: Permanemt
Auditors: 1. Mr. Cesare Bisoni, 2. Mr. Vincenzo
Nicastro, 3. Mr. Michele Rutigliano, 4. Mrs
Claudia Cattani, and 5. Mr. Alessandro Trotter;
Alternate Auditors: 1. Mr. Paolo Domenico
Sfameni, 2. Mr. Giuseppe Verrascina
3.2 List presented by Allianz Global Investor Italia Shr No Action
Sgr, Aletti Gestielle SGR Spa, BNP Paribas
Asset Management SGR SPA, Eurizon Capital SGR
Spa, Eurizon Capital SA - Eurizon Easy Fund
Equity Europe, Eurizon Easy Fund Equity Euro,
Eurizon Easy Fund Equity Italy, Eurizon Easy
Fund Equity Financial, Fideuram investimenti
SGR SPA, Fideuram Gestions SA, Interfund Sicav,
ARCA SGR SPA, PGGM Global Equity PF Fund, ANIMA
SGR SPA, Mediolanum International Funds - Challenge
Funds, Mediolanum Gestione Fondi SGR SPA, Ersel
Asset management SGR Spa, Stichting Pensioenfonds
ABP, Stichting Depositary APG Developed Markets
Equity Pool, representing more than 0.50% of
Unicredit stock capital: Permanemt Auditors:
1. Mr. Maurizio Lauri, 2. Mr. Marco ventoruzzo,
3. Mr. Mario Stella Richter, 4. Mr. Roberto
Lonzar, and 5. Mr. Giuliano Lemme; Alternate
Auditors: 1. Mr. Massimo Livatino, and 2. Mr.
Stefano Zambon.
4. Determination of the remuneration for the Statutory Mgmt No Action
Auditors, for each year in office, in accordance
with Clause 30 of the UniCredit's Articles
of Association.
5. Redefinition of the compensation for the Chairman Mgmt No Action
of the Supervisory Body ex D.Lgs 231/01.
6. Remuneration policy for the Group. Mgmt No Action
7. UniCredit Group Employee Share Ownership Plan Mgmt No Action
2010.
8. UniCredit Group Long Term Incentive Plan 2010. Mgmt No Action
E.1 Delegation to the Board of Directors, under Mgmt No Action
the provisions of section 2443 of the Italian
Civil Code, of the authority to resolve, on
one or more occasions for a maximum period
of one year starting from the date of the shareholders'
resolution, to increase share capital, with
the exclusion of subscription rights, as allowed
by section 2441.8 of the Italian Civil Code,
for a maximum nominal amount of EUR 64,000,000
to service the exercise of options to subscribe
to up to 128,000,000 ordinary shares in UniCredit
of par value EUR 0.50 each, to be reserved
for the Personnel of the Holding Company and
of Group banks and companies who hold positions
of particular importance for the purposes of
achieving the Group's overall objectives; consequent
amendments to the articles of association.
E.2 Delegation to the Board of Directors, under Mgmt No Action
the provisions of section 2443 of the Italian
Civil Code, of the authority to resolve, on
one or more occasions for a maximum period
of 5 years starting from the date of the shareholders'
resolution, to carry out a free capita' increase,
as allowed by section 2349 of the Italian Civil
Code, for a maximum nominal amount of EUR 29,500,000
corresponding to up to 59,000,000 ordinary
shares in UniCredit of par value EUR 0.50 each,
to be granted to the Personnel of the Holding
Company and of Group banks and companies, who
hold positions of particular importance for
the purposes of achieving the Group's overall
objectives; consequent amendments to the articles
of association.
BLOCKING OF SHARES IS NOT REQUIRED IN THE ITALIAN Non-Voting No Action
MARKET; SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF THE
VOTING INSTRUCTION, IT IS POSSIBLE THAT YOUR
SHARES MAY BE BLOCKED. IF YOU HAVE CONCERNS
REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE.
- --------------------------------------------------------------------------------------------------------------------------
UNILEVER N V Agenda Number: 702335046
- --------------------------------------------------------------------------------------------------------------------------
Security: N8981F271
Meeting Type: AGM
Meeting Date: 11-May-2010
Ticker:
ISIN: NL0000009355
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Consideration of the annual report for the 2009 Non-Voting No vote
financial year submitted by the Board of Directors,
including the Dutch Corporate Governance Code
and the Directors' remuneration report of the
Remuneration Committee; consideration of the
way in which Unilever applies the Dutch Corporate
Governance Code
2 Adoption of the Annual Accounts and appropriation Mgmt For For
of the profit for the 2009 financial year:
it is proposed that: (i) the annual accounts
for the 2009 financial year drawn up by the
Board of Directors be adopted; and (ii) the
profit for the 2009 financial year be appropriated
for addition to the balance sheet item "Profit
retained" EUR 1,287,000,000
3 Discharge of Executive Directors: it is proposed Mgmt For For
that the Executive Directors in office in the
2009 financial year be discharged for the fulfillment
of their task in the 2009 financial year
4 Discharge of Non-Executive Directors: it is Mgmt For For
proposed that the Non-Executive Directors in
office in the 2009 financial year be discharged
for the fulfillment of their task in the 2009
financial year
5 To re-appoint Mr. P G J M Polman as an Executive Mgmt For For
Director
6 To appoint Mr. R J-M S Huet as an Executive Mgmt For For
Director
7 To re-appoint Professor L O Fresco as a Non-Executive Mgmt For For
Director
8 To re-appoint Ms. A M Fudge as a Non-Executive Mgmt For For
Director
9 To re-appoint Mr. C E Golden as a Non-Executive Mgmt For For
Director
10 To re-appoint Dr. B E Grote as a Non-Executive Mgmt For For
Director
11 To re-appoint Ms. H Nyasulu as a Non-Executive Mgmt For For
Director
12 To re-appoint Mr. K J Storm as a Non-Executive Mgmt For For
Director
13 To re-appoint Mr. M Treschow as a Non-Executive Mgmt For For
Director
14 To re-appoint Mr. J van der Veer as a Non-Executive Mgmt For For
Director
15 To re-appoint Mr. P Walsh as a Non-Executive Mgmt For For
Director
16 To appoint The Rt Hon Sir Malcolm Rifkind MP Mgmt For For
as a Non-Executive Director
17 To approve the Management Co-Investment Plan Mgmt For For
18 To approve the amendment to the performance Mgmt For For
conditions of the annual bonus for Executive
Directors
19 To approve the amendments to the performance Mgmt For For
conditions of the long-term incentive arrangements
20 It is proposed by the Board of Directors that: Mgmt For For
(i) the Articles of Association of the Company
be amended and the Company's capital be reduced
in conformity with the draft prepared by De
Brauw Blackstone Westbroek N.V., dated 31 March
2010; and (ii) in connection with this amendment
of the Articles of Association, any and all
Directors of the Company, any and all Company
Secretaries and Deputy Secretaries and any
and all lawyers practicing with De Brauw Blackstone
Westbroek N.V. be authorized to apply for the
required ministerial declaration of no-objection
and to execute the notarial deed of amendment
to the Articles of Association
21 The Board of Directors be authorized, in accordance Mgmt For For
with Article 98 of Book 2 of the Netherlands
Civil Code, for the period running from 11
May 2010 until 11 November 2011 to cause the
Company to purchase, either through purchase
on a stock exchange or otherwise, any and all
of its own 6% cumulative preference shares
and 7% cumulative preference shares (and depositary
receipt thereof) on the following terms: (i)
the purchase price, excluding expenses and
interest, for each 6% cumulative preference
share (each in the form of one share or ten
sub-shares) is not lower than EUR 0.01 (one
eurocent) and not higher than EUR 575.50 plus
a compensation for accrued dividend (in relation
to the relevant financial year) until the date
of repurchase; and (ii) the purchase price,
excluding expenses and interest, for each 7%
cumulative preference share (each in the form
of one share or ten sub-shares or depositary
receipts thereof) is not lower than EUR 0.01
(one eurocent) and not higher than EUR 671.40
plus a compensation for accrued dividend (in
relation to the relevant financial year) until
the date of repurchase
22 To authorize the Board of Directors, in accordance Mgmt For For
with Article 98 of Book 2 of the Netherlands
Civil Code, for the period running from 11
May 2010 until 11 November 2011 to cause the
Company to purchase, either through purchase
on a stock exchange or otherwise, its own ordinary
shares or depositary receipts thereof with
a maximum of 10% of the issued share capital
as shown in the annual accounts for the financial
year 2009 at a purchase price per share or
depositary receipt thereof, excluding expenses,
not lower than EUR 0.01 (one eurocent) and
not higher than 10% above the average of the
closing price of the shares on the NYSE Euronext
stock exchange in Amsterdam for the five business
days before the day on which the purchase is
made
23 To reduce the issued share capital through cancellation Mgmt For For
of ordinary shares and depositary receipts
thereof; the purpose of the reduction is to
create flexibility with respect to the Company's
capital structure; it is restricted to a maximum
of 10% of the issued share capital as shown
in the annual accounts for the financial year
2009; only ordinary shares held by the Company
or for which the Company holds depositary receipts
may be cancelled; shares that the Company holds
in treasury for hedging share (option) plans
will not be cancelled; the number of shares
that will be cancelled following this resolution
will be determined by the Board of Directors;
each time the amount of the capital reduction
will be stated in the resolution of the Board
of Directors that shall be filed at the Chamber
of Commerce in Rotterdam
24 Renewal of this authority is sought at the AGM Mgmt Against Against
each year; it is proposed to designate the
Board of Directors as the Company Body, in
accordance with Articles 96 and 96a of Book
2 of the Netherlands Civil Code to resolve
to issue, or to grant rights to subscribe for,
shares not yet issued and to restrict or exclude
the statutory pre-emption rights that accrue
to shareholders upon issue of shares, on the
understanding that this authority is limited
to 10% of the issued share capital of the Company,
plus an additional 10% of the issued share
capital of the Company in connection with or
on the occasion of mergers and acquisitions;
there is no current intention to use this authority;
the authority sought from the AGM is for the
period running from 11 May 2010 until 11 November
2011
25 Pursuant to Article 34, paragraph 3, of the Mgmt For For
Articles of Association, Auditors charged with
the auditing of the annual accounts for the
current financial year are to be appointed
each year; it is proposed that, in accordance
with Article 393 of Book 2 of the Netherlands
Civil Code, PricewaterhouseCoopers Accountants
N.V. be appointed to audit the annual accounts
for the 2010 financial year
26 Questions and close of Meeting Non-Voting No vote
PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting No vote
AT THIS GENERAL MEETING ARE RELAXED AS THERE
IS A REGISTRATION DEADLINE / RECORD DATE ASSOCIATED
WITH THIS MEETING. THANK YOU.
- --------------------------------------------------------------------------------------------------------------------------
UNITED OVERSEAS BK LTD Agenda Number: 702345364
- --------------------------------------------------------------------------------------------------------------------------
Security: V96194127
Meeting Type: AGM
Meeting Date: 30-Apr-2010
Ticker:
ISIN: SG1M31001969
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the financial statements, the Directors' Mgmt For For
Report and the Auditors' Report for the
YE 31 DEC 2009
2 Declare a final one-tier tax-exempt dividend Mgmt For For
of 40 cents per ordinary share for the YE
31 DEC 2009
3 Approve the Directors' fees of SGD 842,500 for Mgmt For For
2009
4 Approve a fee of SGD 2,500,000 to the Chairman Mgmt Against Against
of the Bank, Dr. Wee Cho Yaw, for the period
from JAN 2009 to DEC 2009
5 Re-appoint Messrs. Ernst & Young LLP as the Mgmt For For
Auditors of the Company and authorize
the Directors to fix their remuneration
6 Re-elect Mr. Wong Meng Meng as a Director Mgmt For For
7 Re-elect Mr. Yeo Liat Kok Philip as a Director Mgmt For For
8 Re-appoint, pursuant to Section 153(6) of the Mgmt For For
Companies Act, Chapter 50, Dr. Wee Cho Yaw
as a Director of the Company to hold such office
until the next AGM of the Company
9 Re-appoint, pursuant to Section 153(6) of the Mgmt For For
Companies Act, Chapter 50, Professor Lim
Pin as a Director of the Company to hold such
office until the next AGM of the Company
10 Re-appoint, pursuant to Section 153(6) of the Mgmt For For
Companies Act, Chapter 50, Mr. Ngiam Tong
Dow as a Director of the Company to hold such
office until the next AGM of the Company
11 Re-appoint, pursuant to Section 153(6) of the Mgmt For For
Companies Act, Chapter 50, Professor Cham
Tao Soon as a Director of the Company to hold
such office until the next AGM of the
Company
12 Authorize the Directors to: (a) (i) issue ordinary Mgmt Against Against
shares in the capital of the Company (shares)
whether by way of rights, bonus or otherwise;
and/or (ii) make or grant offers, agreements
or options (collectively, Instruments) that
might or would require shares to be issued,
including but not limited to the creation and
issue of (as well as adjustments to) warrants,
debentures or other instruments convertible
into shares, at any time and upon such terms
and conditions and for such purposes and
to such persons as the Directors may in their
absolute discretion deem fit; and (b) (notwithstanding
the authority conferred by this Resolution
may have ceased to be in force) issue shares
in pursuance of any Instrument made or granted
by the Directors while this Resolution
was in force, provided that: CONTD..
- - ..CONTD (1) the aggregate number of ordinary Non-Voting No vote
shares to be issued pursuant to this Resolution
(including shares to be issued in pursuance
of Instruments made or granted pursuant
to this Resolution) does not exceed 50% of
the total number of issued shares, excluding
treasury shares, in the capital of the
Company (as calculated in accordance with paragraph
(2) below), of which the aggregate number
of shares to be issued other than on a pro-rata
basis to shareholders of the Company (including
shares to be issued in pursuance of Instruments
made or granted pursuant to this Resolution)
does not exceed 20% of the total number of
issued shares, excluding treasury shares, in
the capital of the Company (as calculated
in accordance with paragraph (2) below);
(2) (subject to such manner of calculation
as may be prescribed by the CONTD..
- - ..CONTD Singapore Exchange Securities Trading Non-Voting No vote
Limited (SGX-ST)) for the purpose of
determining the aggregate number of shares
that may be issued under paragraph (1)
above, the percentage of issued shares shall
be based on the total number of issued shares,
excluding treasury shares, in the capital
of the Company at the time this Resolution
is passed, after adjusting for: (i) new
ordinary shares arising from the conversion
or exercise of any convertible securities
or share options or vesting of share awards
which are outstanding or subsisting at the
time this Resolution is passed; and (ii) any
subsequent bonus issue, consolidation or subdivision
of shares; CONTD..
- - ..CONTD (3) in exercising the authority conferred Non-Voting No vote
by this Resolution, the Company shall comply
with the provisions of the Listing Manual of
the SGX-ST for the time being in force (unless
such compliance has been waived by the SGX-ST)
and the Articles of Association for the time
being of the Company; and Authority shall
continue in force until the conclusion of the
next AGM of the Company or the date by which
the next AGM of the Company is required by
law to be held, whichever is earlier
13 Authorize the Directors to: (i) allot and issue Mgmt Against Against
any of the preference shares referred to in
Articles 7A, 7B, 7C, 7D, 7E and/or 7F of the
Articles of Association of the Company;
and/or (ii) make or grant offers, agreements
or options that might or would require the
preference shares referred to in sub-paragraph
(i) above to be issued, at any time and upon
such terms and conditions and for such
purposes and to such persons as the Directors
may in their absolute discretion deem fit
and (notwithstanding that the authority
conferred by this Resolution may have ceased
to be in force) to issue the preference
shares referred to in sub-paragraph (i) above
CONTD..
- - ..CONTD in connection with any offers, agreements Non-Voting No vote
or options made or granted by the Directors
while this Resolution was in force; and to
do all such things and execute all such
documents as they may consider necessary or
appropriate to give effect to this Resolution
as they may deem fit; and Authority shall
continue in force until the conclusion of the
next AGM of the Company or the date by which
the next AGM of the Company is required by
law to be held, whichever is earlier
- --------------------------------------------------------------------------------------------------------------------------
UNITED OVERSEAS BK LTD Agenda Number: 702363312
- --------------------------------------------------------------------------------------------------------------------------
Security: V96194127
Meeting Type: EGM
Meeting Date: 30-Apr-2010
Ticker:
ISIN: SG1M31001969
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Authorize the Directors of the Company, for Mgmt For For
the purposes of Sections 76C and 76E of the
Companies Act, Chapter 50 of Singapore [the
Companies Act] of all the powers of the Company
to purchase or otherwise acquire issued ordinary
shares in the capital of the Company [the Shares]
not exceeding in aggregate the maximum limit
means that number of shares representing 5%
of the total number of issued shares [excluding
any shares which are held as treasury shares]
as at the date of the passing of this resolution
unless the Company has effected a reduction
of the share capital of the Company in accordance
with the applicable provisions of the Companies
Act, at any time during the relevant period,
in which event the issued shares shall be taken
to be the total number of the issued shares
as altered by such capital reduction [excluding
any shares which are held as treasury shares
as at that date]; and [as hereafter defined],
at such price or prices as may be determined
by the Directors of the Company from time to
time up to the maximum price in relation to
a Share to be purchased or acquired, means
the purchase price [excluding brokerage, commission,
applicable goods and services tax and other
related expenses] which shall not exceed in
the case of a market purchase of a share, 105%
of the average closing means the average of
the last dealt prices of a share for the five
consecutive market days on which the shares
were transacted on the SGX-ST immediately preceding
the date of the market purchase by the Company
or, as the case may be, the date of the making
of the offer pursuant to the off-market purchase,
and deemed to be adjusted in accordance with
the listing rules of the SGX-ST for any corporate
action which occurs after the relevant five-day
period; price of the shares; and in the case
of an off-market purchase of a share pursuant
to an equal access scheme, 110% of the average
closing price of the shares [as hereafter defined],
whether by way of market purchase(s) on the
Singapore Exchange Securities Trading Limited
[SGX-ST]; and/or off-market purchase(s) [if
effected otherwise than on SGX-ST] in accordance
with any equal access scheme(s) as may be determined
or formulated by the Directors of the Company
as they consider fit, which scheme(s) shall
satisfy all the conditions prescribed by the
Companies Act, and otherwise in accordance
with all other laws and regulations and rules
of SGX-ST as may for the time being be applicable,
and approved generally and unconditionally
[the Share Purchase Mandate]; to complete and
do all such acts and things [including executing
such documents as may be required] [Authority
expires the earlier of the conclusion of the
next AGM of the Company is held or the date
by which the next AGM is required by law to
be held]
S.2. Amend the Articles of Association of the Company Mgmt For For
in the manner as specified in appendix 1 to
the Company's circular to shareholders dated
05 APR 2010 [the Circular]
3. Authorize the Directors of the Company, to issue Mgmt For For
new shares pursuant to the UOB Scrip Dividend
Scheme, that contingent upon the passing of
resolution 2 above, pursuant to section 161
of the Companies Act, to allot and issue from
time to time such number of new shares in the
Company as may be required to be allotted and
issued pursuant to the UOB Scrip Dividend Scheme
[as defined in the Circular]
- --------------------------------------------------------------------------------------------------------------------------
VIENNA INSURANCE GROUP Agenda Number: 702464378
- --------------------------------------------------------------------------------------------------------------------------
Security: A9T907104
Meeting Type: AGM
Meeting Date: 29-Jun-2010
Ticker:
ISIN: AT0000908504
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the consolidated financial statements Mgmt For For
for the year 2009 and the management report
on these accounts, the audited and approved
financial statements of the Company for the
year 2009, the management report on these accounts
and the report of the Supervisory Board and
the Corporate Governance report, and adopt
a resolution on the distribution of profits
for 2009
2 Adopt the resolution to grant discharge to the Mgmt For For
Managing Board and the Supervisory Board for
the FY 2009
3 Authorize the Management Board pursuant to Section Mgmt Against Against
169 of the Austrian Stock Corporation Act [Aktiengesetz],
to increase, by 28 JUN 2015 at the latest,
the share capital of the Company also in several
tranches - by a nominal value of EUR 66,443,734.10
by issuing 64,000,000 no-par value shares in
registered or in bearer form against contributions
in cash or in kind, this authorization replaces
the resolution adopted in the 18th AGM held
on 24 APR 2009 as resolution according to agenda
item 4, Article 4 (2), first sentence is altered
accordingly
4 Authorize the Management Board, pursuant to Mgmt Against Against
Section 174 (1) of the Austrian Stock Corporation
Act [Aktiengesetz], to issue, by 28 JUN 2015
at the latest, with the consent of the Supervisory
Board, participating bonds with a total face
value of up to EUR 2,000,000,000, also in several
tranches, also with exclusion of subscription
rights and authorization to specify the terms
for the issue of the participating bonds, this
authorization replaces the resolution adopted
in the 18th AGM held on 24 APR 2009 as resolution
according to agenda item 5
5 Authorize the Management Board, pursuant to Mgmt Against Against
Section 174 (2) of the Austrian Stock Corporation
Act [Aktiengesetz], to issue, by 28 JUN 2015
at the latest, with the consent of the Supervisory
Board, convertible bonds with a total face
value of up to EUR 2,000,000,000, also in several
tranches, also with exclusion of subscription
rights and authorization to specify all other
terms, as well as to specify the issue and
conversion procedures for the convertible bonds,
this authorization replaces the resolution
adopted in the 18th AGM held on 24 APR 2009
as Resolution according to agenda item 6
6 Amend Article 4(3), 2nd sentence [conditional Mgmt For For
capital] of the Articles of Association, as
specified
7 Approve the explanation of the De-Merger and Mgmt For For
Acquisition Agreement dated 10 MAY 2010; adopt
a resolution on the proportionate de-merger
by acquisition according to Section 1 Paragraph
2 in connection with Section 8, Paragraph 1
of the Austrian De-Merger Act [Spaltungsgesetz]
pursuant to the De-Merger and Acquisition Agreement
dated 10 MAY 2010 as filed with the Companies
Register of the Commercial Court in Vienna,
on the basis of the final balance sheet of
VIENNA INSURANCE Group Wiener Stadtische Versicherung
AG of 31 DEC 2009 it is planned that the de-merger
of the operational insurance business with
all assets belonging to it, is made from VIENNA
INSURANCE GROUP Wiener Stadtische Versicherung
AG with its seat in Vienna as transferring
Company to VERSA Beteiligungs-AG with its seat
in Vienna as acquiring Company by way of universal
succession and continuance of the transferring
Company without the granting of shares in the
acquiring Company, as the transferring Company
is the sole shareholder of the acquiring Company;
adopt a resolution on the changes in the Articles
of Association: a) Change of the Corporate
Name of the Company in Article 1 Paragraph
1 to VIENNA INSURANCE GROUP AG Wiener Versicherung
Gruppe; b) deletion of Article 2 Paragraph
1 [History]; c) Partial Change of the Purpose
and Corporate Objects of the Company in Article
2 [strategic management and administration
of central group functions, the casualty insurance
business, the property insurance business and
the reinsurance business]; d) Adopt the number
of the Members of the Management Board [Article
8 Paragraph 2 at least 3, at most 7 persons]
8 Adopt the resolution on further changes of the Mgmt For For
Articles of Association in the in the following
Articles: a) Article 2 Paragraph 3, 1st Half-sentence
[new Paragraph and amendment according to Article
3 Paragraph 3 Insurance Supersion Act]; b)
Article 2 Paragraph 4 [new Paragraph and clarification
re-inland]; c) Article 4 Paragraph 3, 3rd sentence
[Company in stead of Corporate name]; d) Article
4 Paragraph 5 [no entitlement to issuance of
share certificates representing their stakes];
e) Article 4 Paragraph 7 [Deletion of the Amtsblatt
zur Wiener Zeitung [official gazette]]; f)
Article 4 Paragraph 8 [obsolete thus deletion];
g) Article 10 Paragraph 2 [Limitation on at
most 10 elected Members of the Supervisory
Board]; h)Article 13 Paragraph 2 [Change in
the preconditions of the quorum of the Supervisory
Board]; i) Article 15 Paragraph 2 lit, a and
lit, i [Adjustment of the citation of the relevant
law]; j) Article 15 Paragraph 2 lit, m [Supplement
of the deals needing approval according to
Section 95 Paragraph 5Z13 Stock Corporation
Act]; k) Article 17 and Article 18 [Change
of the provisions regarding the convocation
of and the right to participate in a general
meeting according to the Stock Corporation
Changing Act 2009]; l) Article 19 Paragraph
1 [Deletion of the words in proportion]; m)
Article 21 Paragraph 1 [Change regarding advisory
council]
9 Election of the Auditor of the financial statements Mgmt For For
of the Company and the Auditor of the consolidated
financial statements for the FY 2011
10 Elections to the Supervisory Board Mgmt For For
PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS Non-Voting No vote
MEETING IS 19TH JUN 2010, WHEREAS THE MEETING
HAS BEEN SETUP USING THE RECORD DATE 18TH JUN
AS SYSTEM WON'T ACCEPT WEEKEND DATE. THANK
YOU
PLEASE NOTE THAT THIS IS A REVISION DUE TO INCLUSION Non-Voting No vote
OF COMMENT. IF YOU HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU
- --------------------------------------------------------------------------------------------------------------------------
WHARF HLDGS LTD Agenda Number: 702392490
- --------------------------------------------------------------------------------------------------------------------------
Security: Y8800U127
Meeting Type: AGM
Meeting Date: 08-Jun-2010
Ticker:
ISIN: HK0004000045
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE Non-Voting No vote
OF "ABSTAIN" WILL BE TREATED THE SAME AS A
"TAKE NO ACTION" VOTE.
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON
THE MATERIAL URL LINK -
http://www.hkexnews.hk/listedco/listconews/sehk/20100423/LTN20100423452.pdf
1 Adopt the financial statements and the reports Mgmt For For
of the Directors and the Auditors for
the FYE 31 DEC 2009
2 Declare a final dividend for the FYE 31 DEC Mgmt For For
2009
3.A Re-elect Professor Edward K. Y. Chen, a retiring Mgmt For For
Director, as a Director
3.B Re-elect Dr. Raymond K. F. Ch'ien, a retiring Mgmt For For
Director, as a Director
3.C Re-elect Mr. T. Y. Ng, a retiring Director, Mgmt For For
as a Director
4 Re-appoint KPMG as the Auditors of the Company Mgmt For For
and authorize the Directors to fix their remuneration
5 Authorize the Directors for share repurchases Mgmt For For
by the Company
6 Authorize the Directors for the issue of shares Mgmt Against Against
7 Approve the addition of repurchased securities Mgmt For For
to the share issue general mandate stated
under Resolution 6
- --------------------------------------------------------------------------------------------------------------------------
WHITBREAD PLC Agenda Number: 702471234
- --------------------------------------------------------------------------------------------------------------------------
Security: G9606P197
Meeting Type: AGM
Meeting Date: 22-Jun-2010
Ticker:
ISIN: GB00B1KJJ408
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve the Annual Report and Accounts together Mgmt For For
with the reports of the Directors and
Auditors for the YE 04 MAR 2010
2 Approve the Remuneration Report as detailed Mgmt For For
on pages 47 to 55 of the Annual Report and
Accounts
3 Declare a final dividend of 28.35p per ordinary Mgmt For For
share in the Company in respect of the
year ended 04 MAR 2010 due and payable on 14
JUL 2010 to ordinary shareholders on
the Company's register of shareholders at 5.00
p.m. on 14 MAY 2010 but excluding such of
the ordinary shares in the Company so held
in respect of which a valid election to participate
in the Company's scrip dividend scheme
'Scrip' and thereby receive the final dividend
in new ordinary shares in the Company instead
of cash shall have been received by the
Company by 5.00p.m. on 11 JUN 2010 such exclusion,
however, being subject to the fulfilment
of the conditions set out in paragraph 3 of
the terms and conditions of the Scrip
4 Election of Richard Baker as a Director Mgmt For For
5 Re-election of Anthony Habgood as a Director Mgmt For For
6 Re-election of Simon Melliss as a Director Mgmt For For
7 Re-election of Christopher Rogers as a Director Mgmt For For
8 Re-appointment of Ernst & Young LLP as the Auditor Mgmt For For
to hold office until the conclusion of the
Company's next AGM
9 Authorize the Board to set the Auditor's remuneration Mgmt For For
10 Authorize the Board of Directors to allot shares Mgmt Against Against
in the Company and to grant rights to subscribe
for or convert any security into shares in
the Company: A up to a nominal amount of
GBP 45,061,215 such amount to be reduced by
the nominal amount allotted or granted under
paragraph B below in excess of such sum
; and B comprising equity securities as
defined in section 560 1 of the Companies
Act 2006 up to a nominal amount of GBP 90,122,431
such amount to be reduced by any allotments
or grants made under paragraph A above
in connection with an offer by way of a rights
issue: i to ordinary shareholders in proportion
as nearly as may be practicable to their
existing holdings; and CONTD
CONT CONTD ii to holders of other equity securities Non-Voting No vote
as required by the rights of those securities
or as the Board otherwise considers necessary,
and so that the Board may impose any limits
or restrictions and make any arrangements
which it considers necessary or appropriate
to deal with treasury shares, fractional
entitlements, record dates, legal, regulatory
or practical problems in, or under
the laws of, any territory or any other matter,
such authorities to apply until the end
of next year's AGM or, if earlier, until
the close of business on 21 SEP 2011 but,
in each case, during this period the Company
may make offers and enter into agreements which
would, or might, require shares to be allotted
or rights to subscribe for or convert
securities into shares to be granted after
the authority ends and the Board may allot
shares or grant rights to subscribe for or
convert securities into shares under any such
offer or agreement as if the a
S.11 Authorize the Board of Directors, if resolution Mgmt Against Against
10 is passed, to allot equity securities as
defined in the Companies Act 2006 for cash
under the authority given by that
resolution and/or to sell ordinary shares held
by the Company as treasury shares for cash
as if section 561 of the Companies Act 2006
did not apply to any such allotment or sale,
such power to be limited: A to the allotment
of equity securities and sale of treasury shares
for cash in connection with CONTD
CONT CONT an offer of, or invitation to apply for, Non-Voting No vote
equity securities but in the case of the
authority granted under paragraph B of resolution
10, by way of a rights issue only : i to
ordinary shareholders in proportion as nearly
as may be practicable to their existing
holdings; and ii to holders of other
equity securities, as required by the rights
of those securities or, as the Board otherwise
considers necessary, and so that the Board
may impose any limits or restrictions and make
any arrangements which it considers necessary
or appropriate to deal with treasury shares,
fractional entitlements, record dates, legal,
regulatory or practical problems in, CONTD
CONT CONT or under the laws of, any territory or Non-Voting No vote
any other matter; and B in the case of the
authority granted under paragraph A of resolution
10 and/or in the case of any sale of treasury
shares for cash, to the allotment otherwise
than under paragraph A above of equity securities
or sale of treasury shares up to a nominal
amount of GBP 7,325,632 such power to apply
until the end of next year's AGM or, if earlier,
until the close of business on 21 SEP 2011
but during this period the Company may make
offers, and enter into agreements, which
would, or might, require equity securities
to be allotted and treasury shares to be
sold after the power ends and the Board may
allot equity securities and sell treasury
shares under any such offer or agreement
as if the power had not ended
S.12 Authorize the Company pursuant to Section 701 Mgmt For For
of the Companies Act 2006, to make one or
more market purchases within the meaning of
section 693 4 of the Companies Act 2006
of up to 17,602,636 ordinary shares in the
capital of the Company on the basis that:
A the minimum price which may be paid for
each ordinary share is the nominal amount
of that share; B the maximum price which
may be paid for each ordinary share is the
higher of i an amount equal to 105%
of the average of the middle market quotations
for an ordinary share, as derived CONTD
CONT CONT from the Daily Official List, for the five Non-Voting No vote
business days immediately preceding the
day on which the ordinary share is agreed to
be purchased, and ii the higher of the price
of the last independent trade and the highest
current independent bid on the London Stock
Exchange Official List at the time the
purchase is agreed; and C this authority
will expire on the conclusion of the
AGM of the Company to be held in 2011 or, if
earlier, 21 SEP 2011 provided that in relation
to the purchase of ordinary shares the contract
for which is concluded before such date and
which is to be executed wholly or partly after
such date the Company may purchase ordinary
shares pursuant to any such contract under
this authority
S.13 Approve the general meeting of the Company other Mgmt For For
than an AGM may be called on not less than
14 clear days' notice
S.14 Amend the A Articles of Association of the Mgmt For For
Company by deleting all the provisions
of the Company's Memorandum of Association
which, by virtue of section 28 of the Companies
Act 2006, are to be treated as provisions of
the Company's Articles of Association; and
B the Articles of Association produced
to the meeting, and initialled by the Chairman
for the purpose of identification, be adopted
as the Articles of Association of the Company
in substitution for, and to the exclusion
of, all existing Articles of Association
of the Company
- --------------------------------------------------------------------------------------------------------------------------
WILMAR INTL LTD Agenda Number: 702349689
- --------------------------------------------------------------------------------------------------------------------------
Security: Y9586L109
Meeting Type: AGM
Meeting Date: 28-Apr-2010
Ticker:
ISIN: SG1T56930848
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and adopt the audited accounts for the Mgmt For For
YE 31 DEC 2009 and the reports of the Directors
and Auditors thereon
2. Approve the payment of a proposed final one-tier Mgmt For For
tax exempt dividend of SGD 0.05 per ordinary
share for the YE 31 DEC 2009
3. Approve the payment of the Director's fees of Mgmt For For
SGD 360,000 for the YE 31 DEC 2009
4. Re-elect Mr. Leong Horn Kee as a Director, retiring Mgmt For For
under Article 99
5. Re-elect Mr. Lee Hock Kuan as a Director, retiring Mgmt For For
under Article 99
6. Re-elect Mr. Kuok Khoon Ean as a Director, retiring Mgmt For For
under Article 99
7. Re-elect Mr. John Daniel Rice as a Director, Mgmt For For
retiring under Article 99
8. Re-elect Mr. Kuok Khoon Chen as a Director, Mgmt For For
retiring under Article 100
9. Re-appoint Ernst & Young LLP as the Auditors Mgmt For For
of the Company and to authorise the Directors
to fix their remuneration
10. Approve, for the renewal of the mandate for Mgmt For For
the purposes of Chapter 9 of the Listing Manual
of Singapore Exchange Securities Trading Limited,
for the Company, its subsidiaries and associated
Companies [within the meaning of the said Chapter
9] or any of them to enter into transactions
falling within the categories of Interested
Person Transactions as set out in the Company's
Addendum to Shareholders dated 01 APR 2010
[being an addendum to the Annual Report of
the Company for the FYE 31 DEC 2009 [the Addendum],
with any party who is of the class or classes
of interested persons described in the Addendum,
provided that such transactions are carried
out on normal commercial terms and will not
be prejudicial to the interests of the Company
and its minority shareholders and are in accordance
with the procedures as set out in the Addendum
[the IPT Mandate]; [authority expires until
the next AGM of the Company is held or is required
by law to be held]; and authorize the Directors
of the Company and/or to do all such acts and
things [including, without limitation, executing
all such documents as may be required] as they
and/or he may consider expedient or necessary
or in the interests of the Company to give
effect to the IPT Mandate and/or this resolution
11. Authorize the Directors of the Company, pursuant Mgmt Against Against
to Section 161 of the Companies Act, Chapter
50, and the listing rules of the Singapore
Exchange Securities Trading Limited [the ''SGX-ST'']
(including any supplemental measures thereto
from time to time), to: issue shares in the
capital of the Company whether by way of rights,
bonus or otherwise; make or grant offers, agreements
or options [collectively, Instruments] that
might or would require shares to be issued
or other transferable rights to subscribe for
or purchase shares including but not limited
to the creation and issue of warrants, debentures
or other instruments convertible into shares;
and issue additional Instruments arising from
adjustments made to the number of Instruments
previously issued, while the authority conferred
by shareholders was in force, in accordance
with the terms of issue of such Instruments,
[notwithstanding that such authority conferred
by shareholders may have ceased to be in force];
at any time and upon such terms and conditions
and for such purposes and to such persons as
the Directors may in their absolute discretion
deem fit; and [notwithstanding the authority
conferred by the shareholders may have ceased
to be in force] issue shares in pursuance of
any Instrument made or granted by the Directors
while the authority was in force or any additional
Instrument referred to in [a][iii] above, provided
always that (i) (a) except in respect of a
pro rate renounceable rights issue [the Other
Share Issue], the aggregate number of shares
to be issued pursuant to this resolution [including
shares to be issued in pursuance of Instruments
made or granted pursuant to this resolution]
does not exceed 50% of the total number of
issued shares [excluding treasury shares] in
the capital of the Company at the time of passing
of this Resolution [as specified in accordance
with subparagraph (ii) below], of which the
aggregate number of shares other than on a
pro rata basis to existing shareholders [including
shares to be issued in pursuance of Instruments
made or granted pursuant to this resolution]
does not exceed 20% of the total number of
issued shares [excluding treasury shares] in
the capital of the Company at the time of passing
of this resolution [as specified in accordance
with subparagraph (ii) below]; in respect of
a pro rate renounceable rights issue [the Renounceable
Rights Issue] , the aggregate number of shares
to be issued [including shares to be issued
in pursuance of instruments made or garanted
in connection with such renounceable rights
issue] does not exceed 100% of the total number
of issued shares [excluding treasury shares]
in the capital of the Company [as specified
in accordance with subparagraph (ii) below];
and the number of shares to be issued pursuant
to the Other Shares Issues and Renounceable
Rights Issue shall not , in aggregate, exceed
100% of the total number of issued shares [excluding
treasury shares] in the capital of the Company
[as specified in accordance with subparagraph
(ii) below]; [subject to such manner of calculation
as prescribed by SGX-ST for the purpose of
determining the aggregate number of shares
that may be issued under subparagraph (I) above],
the percentage of the issued shares is based
on the Company's total number of issued shares
(excluding treasury shares) at the time of
the passing of this Resolution after adjusting
for: (i) new shares arising from the conversion
or exercise of convertible securities; (ii)
new shares arising from the exercise of share
options or vesting of share awards outstanding
or subsisting at the time of the passing of
this Resolution, provided the options or awards
were granted in compliance with Part VIII of
Chapter 8 of the Listing Manual of SGX-ST;
and (iii) any subsequent bonus issue, consolidation
or subdivision of the Company s shares; and
[Authority expired earlier the conclusion of
the next AGM or the date by which the next
AGM of the Company is required by law to be
held]
12. Authorize the Directors of the Company to offer Mgmt Against Against
and grant options from time to time in accordance
with the provisions of the Wilmar Executives'
Share Option Scheme 2009 of the Company [Wilmar
ESOS 2009] and, pursuant to Section 161 of
the Companies Act, Chapter 50, to allot and
issue from time to time such number of shares
in the capital of the Company as may be required
to be issued pursuant to the exercise of options
granted [while the authority conferred by this
resolution is in force] under the Wilmar ESOS
2009, notwithstanding that the authority conferred
by this resolution may have ceased to be in
force, provided that the aggregate number of
shares to be issued pursuant to the Wilmar
ESOS 2009 and all other share-based incentive
schemes of the Company [including but limited
to the Wilmar Executives Share Option Scheme
2000] if any, shall not exceed 15% of the total
number of issued shares [excluding treasury
shares] of the capital of the Company from
time to time, as determined in accordance with
the provisions of the Wilmar ESOS 2009
13. Authorize the Board of Directors of the Company Mgmt Against Against
, contingent upon passing of Resolution 11
above and subject to the provisions of the
Listing Manual of the Singapore Exchange Securities
Trading Limited [the SGX-ST] [including any
supplemental measures thereto from time to
time] to undertake placements of new shares
on a pro rata basis priced at a discount exceeding
10% but not more than 20% of the weighted average
price as determined in accordance with the
requirements of the Listing Manual of SGX-ST
[including any supplemental measures thereto
from time to time]; and [unless revoked or
varied by the Company in general meeting] the
authority conferred by this Resolution [Authority
expires shall, unless revoked or varied by
the Company in general meeting, continue in
force until the next AGM of the Company is
held or is required by law to be held], or
31 DEC 2010 [or such other period as may be
permitted by the SGX-ST], whichever is the
earliest
- --------------------------------------------------------------------------------------------------------------------------
WILMAR INTL LTD Agenda Number: 702349691
- --------------------------------------------------------------------------------------------------------------------------
Security: Y9586L109
Meeting Type: EGM
Meeting Date: 28-Apr-2010
Ticker:
ISIN: SG1T56930848
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Authorize the Company, for the purposes of Sections Mgmt For For
76C and 76E of the Companies Act, Chapter 50
of Singapore (the Act), the exercise by the
Share Purchase Committee of all the powers
of the Company to purchase or otherwise acquire
issued ordinary shares of the Company (the
shares) not exceeding in aggregate the Prescribed
Limit (as hereinafter defined), at such price
or prices as may be determined by the Share
Purchase Committee from time to time up to
the Maximum Price (as specified), whether by
way of: (i) on-market purchases (each an on-market
share purchase) on the Singapore Exchange Securities
Trading Limited (the SGX-ST); and/or (ii) off-market
purchases (each an off-market share purchase)
effected in accordance with any equal access
scheme(s) as may be determined or formulated
by the Share Purchase Committee as they may
consider fit, which scheme(s) shall satisfy
all the conditions prescribed by the Act, and
otherwise in accordance with all other laws
and regulations and rules of the SGX-ST as
may for the time being be applicable, be authorized
and approved generally and unconditionally
(the share purchase mandate); [Authority expires
the earliest of the date on which the next
AGM of the Company is held; or the date by
which the next AGM of the Company is required
by law to be held]; or authorize the Directors
of the Company and/or each of them to complete
and do all such acts and things as they and/or
he may consider necessary, desirable, expedient,
incidental or in the interests of the Company
to give effect to the transactions contemplated
and/or authorized by this ordinary resolution
- --------------------------------------------------------------------------------------------------------------------------
WILMAR INTL LTD Agenda Number: 702365998
- --------------------------------------------------------------------------------------------------------------------------
Security: Y9586L109
Meeting Type: EGM
Meeting Date: 28-Apr-2010
Ticker:
ISIN: SG1T56930848
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve the proposed offer and grant to Mr. Mgmt For For
Kuok Khoon Hong, a controlling shareholder
of the Company, of option[s] pursuant to and
in accordance with the rules of the 2009 Option
Scheme on the following terms, as specified
and authorize the Directors to allot and issue
shares upon the exercise of such options(s),
as specified
2 Approve the proposed offer and grant to Mr. Mgmt For For
Martua Sitorus, a controlling shareholder of
the Company, of option[s] pursuant to and in
accordance with the rules of the 2009 Option
Scheme on the following terms, as specified
and authorize the Directors to allot and issue
shares upon the exercise of such options(s),
as specified
- --------------------------------------------------------------------------------------------------------------------------
WING HANG BANK LTD Agenda Number: 702377171
- --------------------------------------------------------------------------------------------------------------------------
Security: Y9588K109
Meeting Type: AGM
Meeting Date: 27-May-2010
Ticker:
ISIN: HK0302001547
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE Non-Voting No vote
OF "ABSTAIN" WILL BE TREATED THE SAME AS A
"TAKE NO ACTION" VOTE.
CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE Non-Voting No vote
BY CLICKING ON THE URL LINK: http://www.hkexnews.hk/listedco/listconews/sehk/20100422/LTN20100422244.pdf
1 Adopt the audited financial statements and the Mgmt For For
report of the Directors and the Independent
Auditor's report for the YE 31 DEC 2009
2 Declare a final dividend of HKD0.50 per share Mgmt For For
for the YE 31 DEC 2009
3.a Re-election of Dr FUNG Yuk Bun Patrick as a Mgmt For For
Director
3.b Re-election of Mr. Frank John WANG as a Director Mgmt For For
3.c Re-election of Mr. TUNG Chee Chen as a Director Mgmt For For
4 Authorize the Board of Directors to fix Directors' Mgmt For For
fees
5 Re-appointment of KPMG as the Auditors of the Mgmt For For
Bank and authorize the Board of Directors to
fix their remuneration
6 Approve to grant a general mandate to the Directors Mgmt Against Against
to allot, issue and deal with additional shares
not exceeding 20% of the issued share capital
of the Bank
7 Approve to grant a general mandate to the Directors Mgmt For For
to repurchase shares of the Bank not exceeding
10% of the issued share capital of the Bank
8 Approve to extend the general mandate granted Mgmt Against Against
to the Directors to allot, issue and deal
with additional shares of the Bank pursuant
to Resolution No. 6 above, by the addition
of the aggregate number of shares repurchased
under the authority granted pursuant to Resolution
No. 7 above
9 Approve the amendments of the Articles of Association Mgmt For For
of the Bank
10 Approve and adopt the amended and the restated Mgmt For For
Articles of Association of the Bank
- --------------------------------------------------------------------------------------------------------------------------
WM MORRISON SUPERMARKETS PLC, BRADFORD Agenda Number: 702408320
- --------------------------------------------------------------------------------------------------------------------------
Security: G62748119
Meeting Type: AGM
Meeting Date: 03-Jun-2010
Ticker:
ISIN: GB0006043169
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the Directors report and audited financial Mgmt For For
statements for the 52 weeks ended 31 JAN
2010
2 Approve the Directors remuneration report for Mgmt For For
the 52 weeks ended 31 JAN 2010
3 Declare a final dividend of 7.12p per share Mgmt For For
payable on 09 JUN 2010 to ordinary
shareholders on the register of members at
the close of business on 07 MAY 2010
4 Re-election of Martyn Jones as a Director Mgmt For For
5 Re-election of Penny Hughes as a Director Mgmt For For
6 Re-election of Johanna Waterous as a Director Mgmt For For
7 Re-election of Dalton Philips as a Director Mgmt For For
8 Re-appointment of KPMG Audit Plc as the Auditors Mgmt For For
of the Company to hold office from the
conclusion of this meeting until the conclusion
of the next AGM at which accounts are laid
before the Company
9 Authorized the Directors to fix the remuneration Mgmt For For
of the Auditors
S.10 Authorize the Company to make market purchases Mgmt For For
as specified in Section 693 4 of the Companies
Act 2006 the Act , on the London Stock Exchange
of ordinary shares of 10p each in the
capital of the Company ordinary shares
provided that: i the maximum aggregate number
of ordinary shares hereby authorized to
be purchased in 265,202,295 ordinary shares
representing approximately 10% of the
issued ordinary shares capital at the date
of this Notice; ii the minimum price which
may be paid for the ordinary shares is their
par value and the maximum price excluding
expenses which may be paid for the ordinary
shares is an amount equal to the higher of
a 5% above the average of the middle market
quotations of an ordinary shares as derived
from the Daily Official List of the London
Stock Exchange Plc for the 5 CONT
CONT CONT business days before the purchase is made Non-Voting No vote
and b the value of an ordinary shares
calculated on the basis of the higher of the
price quoted for the last independent trade
and the highest current independent bid for
any number of ordinary shares on the trading
venue where the purchase is carried out;
Authority expires the earlier of the conclusion
of the next AGM of the Company or, if earlier,
on 30 JUN 2011 the Company may make a contract
to purchase its own shares under the authority
hereby conferred prior to the expiry of
such authority and may make a purchase of its
own shares in pursuance of such contract
11 Authorize the Directors in accordance with Section Mgmt Against Against
551 of the Act, in substitution for
all existing authorities to the extent unused,
to allot shares in the Company and to
grant rights to subscribe for, or to convert
any security into, shares in the Company up
to an aggregate nominal amount of GBP 85,000,000,
provided that Authority expires the earlier
of the conclusion of the next AGM of the Company
or, if earlier, on 30 JUN 2011 save that the
Company may, before such expiry, make an
offer or agreement which would or might
require shares to be allotted or rights to
be granted after such expiry and the Directors
may allot shares or grant rights in pursuance
of such offer or agreement as if the authority
conferred by this resolution has expired
S.12 Authorize the Directors to allot equity securities Mgmt Against Against
as specified by Section 560 of the Act
for cash, either pursuant to the authority
conferred by Resolution 11 or by way
of a sale of treasury shares, as if Section
561 of the Act did not apply to any such
allotment or sale, provided that this power
shall be limited to the allotment of equity
securities; i in connection with a rights
issue, open offer of securities to the holders
of ordinary shares in proportion as nearly
as may be practicable to their respective
holdings and to holders of other equity
securities a required by the rights of those
securities or as the Directors otherwise consider
necessary, but in each case subject to such
exclusions or other arrangements as the Directors
may deem necessary or expedient in relation
CONTD.
CONT CONTD. to treasury shares, fractional entitlements, Non-Voting No vote
record dates, legal or practical problems
in or under the laws of any territory or the
requirements of any regulatory body or stock
exchange; and ii otherwise than pursuant
to paragraph i of this Resolution 12 to
any person or persons up to an aggregate
nominal amount of GBP 13,260,000; Authority
expires the earlier of the conclusion of the
next AGM of the Company or, if earlier, on
30 JUN 2011 save that the Company may, before
such expiry make an offer or agreement
which would or might require equity securities
to be allotted after such expiry and the
Directors may allot equity securities in pursuance
of any such offer or agreement notwithstanding
that the power conferred by this
resolution has expired
S.13 Approve a general meeting , other than an AGM, Mgmt For For
may be called on not less than 14 clear day's
notice
S.14 Amend the Articles of Association of the Company Mgmt For For
by deleting all of the provisions of
the Company's Memorandum of Association which,
by virtue of Section 28 of the Act, are
treated as provisions of the Company's Articles
of Association; and the Articles of Association
produced to the meeting and initialed
by the Chairman of the meeting for the purpose
of identification be adopted as the Articles
of Association of the Company in substitution
for, and to the exclusion of the existing
Articles of Association
15 Approve, the Wm Morrison Supermarkets PLC Sharesave Mgmt For For
Scheme 2010 the Scheme to be constituted
by the rules produced in draft to the meeting
and initialed by the Chairman for the purpose
of identification and authorize the Directors
to cause such rules to be adopted in the form
of such draft with such modifications
if any as they consider necessary or desirable
including any amendments thereto required
by HM Revenue and Customs for the purpose of
obtaining approval of the Scheme under
the provisions of Schedule 3 of the income
tax earnings and pensions Act 2003 and to
do all acts and things which they consider
necessary or expedient in implementing and
giving effect to the same
- --------------------------------------------------------------------------------------------------------------------------
YARA INTERNATIONAL ASA, OSLO Agenda Number: 702358082
- --------------------------------------------------------------------------------------------------------------------------
Security: R9900C106
Meeting Type: AGM
Meeting Date: 11-May-2010
Ticker:
ISIN: NO0010208051
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- - IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No Action
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING
INSTRUCTIONS IN THIS MARKET. ABSENCE
OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
- - MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No Action
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN
OF EACH BENEFICIAL OWNER NAME, ADDRESS AND
SHARE POSITION TO YOUR CLIENT SERVICE
REPRESENTATIVE. THIS INFORMATION IS REQUIRED
IN ORDER FOR YOUR VOTE TO BE LODGED
1 Election of the Chairperson of the meeting and Mgmt No Action
of a person to co-sign the
2 Approve the annual accounts and the annual report Mgmt No Action
for 2009 for Yara International Asa
and the Group, hereunder payment of dividends
3 Approve the guidelines for the remuneration Mgmt No Action
of the members of the Executive Management
4 Approve to determination of remuneration to Mgmt No Action
the Auditor
5 Election of members of the Board Mgmt No Action
6 Approve to determine the remuneration to the Mgmt No Action
members of the Board, members of the Compensation
Committee and the Auditor Committee
7 Re-elect for a period of 2 years of Eva Lystad Mgmt No Action
a Chairperson and Bjorg Ven, Thorunn Kathrine
Bakke and Olaug Svarva as the Members of the
Nomination Committee and determination of the
8 Amend the Articles of Association regarding Mgmt No Action
documents to the general meeting
9 Approve the power of attorney from the general Mgmt No Action
meeting to the Board for acquisition
of own shares
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No Action
OF DIRECTOR NAMES. 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.
- --------------------------------------------------------------------------------------------------------------------------
ZARDOYA OTIS SA, MADRID Agenda Number: 702370444
- --------------------------------------------------------------------------------------------------------------------------
Security: E9853W160
Meeting Type: AGM
Meeting Date: 24-May-2010
Ticker:
ISIN: ES0184933812
- --------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve to examine and, where appropriate, of Mgmt For For
the annual accounts and Management
reports, both the Company and its consolidated
group for the FY from 01 DEC 2008 and 30
NOV 2009
2 Approve the application of the result of the Mgmt For For
FY from 01 DEC 2008 and 30 NOV 2009
3 Grant discharge of the Board of Directors and Mgmt For For
ratification of the distribution
of dividends distributed on account of the
outcome of the FY from 01 DEC 2008 and
30 NOV 2009
4 Re-election and ratification of the Board Members Mgmt For For
5 Approve the distribution of a dividend paid Mgmt For For
from reserves, for a gross amount of 0,140
euros per share
6 Appointment of the Auditors of the Company and Mgmt For For
its consolidated group for the FY from 01 DEC
2009 and 30 NOV 2010
7 Approve the expansion of social capital in the Mgmt Against Against
proportion of 1 new share for every 20 old,
fully paid by issuing new shares under the
voluntary reserves, and application to the
Stock Exchanges of Madrid, Bilbao, Barcelona
and Valencia, for admission a listing
of the shares; and amendment to the
Article 5 of the Bylaws
8 Authorize the Board of Directors for the derivative Mgmt Against Against
acquisition, directly or indirectly, own shares,
within the limits and the requirements set
forth in Article 75 and the Corporations
Act
9 Any other question Non-Voting No vote
10 Approve the formalization of the agreements Mgmt For For
11 Approve the minutes of the meeting Mgmt For For
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No vote
REACH QUORUM, THERE WILL BE A SECOND CALL ON
25 MAY 2010. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE
AGENDA IS AMENDED. THANK YOU.
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF SECOND CALL DATE. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number N/A
Eaton Vance Tax Free Reserves, a series of Eaton Vance Mutual Funds Trust
(Exact name of registrant as specified in charter)
Two International Place, Boston, Massachusetts, 02110
(Address of principal executive offices) (Zip code)
Eaton Vance Tax Free Reserves
- --------------------------------------------------------------------------------------------------------------------------
During the period, the Fund held no securities which required a proxy vote.
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 Mutual Funds Trust
By (Signature) /s/ Thomas E. Faust
Name Thomas E. Faust
Title President
Date 08/20/2010