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: 811-21470
NAME OF REGISTRANT: Eaton Vance Tax-Advantaged
Global Dividend Income Fund
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: 10/31
DATE OF REPORTING PERIOD: 07/01/2010 - 06/30/2011
Eaton Vance Tax-Advantaged Global Dividend Income Fund
--------------------------------------------------------------------------------------------------------------------------
ABB LTD Agenda Number: 702941522
--------------------------------------------------------------------------------------------------------------------------
Security: H0010V101
Meeting Type: AGM
Meeting Date: 29-Apr-2011
Ticker:
ISIN: CH0012221716
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 814047 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.
CMMT 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.
CMMT PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No vote
MEETING NOTICE SENT UNDER MEETING 750820, 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.
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting No vote
VOTE 'IN FAVOR' OR 'ABSTAIN' FOR ALL THE RESOLUTIONS.
THANK YOU.
2.1 Approval of the annual report, the consolidated Mgmt No vote
financial statements, and the annual financial
statements for 2010
2.2 Consultative vote on the 2010 remuneration report Mgmt No vote
3 Discharge of the Board of Directors and the Mgmt No vote
persons entrusted with management
4 Appropriation of available earnings and conversion Mgmt No vote
of capital contribution reserve
5 Creation of additional contingent share capital Mgmt No vote
in connection with employee participation
6 Renewal of authorized share capital Mgmt No vote
7.1.1 Re-election to the Board of Directors: Roger Mgmt No vote
Agnelli
7.1.2 Re-election to the Board of Directors: Louis Mgmt No vote
R. Hughes
7.1.3 Re-election to the Board of Directors: Hans Mgmt No vote
Ulrich Marki
7.1.4 Re-election to the Board of Directors: Michel Mgmt No vote
de Rosen
7.1.5 Re-election to the Board of Directors: Michael Mgmt No vote
Treschow
7.1.6 Re-election to the Board of Directors: Jacob Mgmt No vote
Wallenberg
7.1.7 Re-election to the Board of Directors: Hubertus Mgmt No vote
von Grunberg
7.2 Election to the Board of Directors: Ying Yeh Mgmt No vote
8 Re-election of the auditors: Ernst & Young AG Mgmt No vote
9 Ad-hoc Motions Mgmt No vote
--------------------------------------------------------------------------------------------------------------------------
ALLIANZ SE, MUENCHEN Agenda Number: 702877842
--------------------------------------------------------------------------------------------------------------------------
Security: D03080112
Meeting Type: AGM
Meeting Date: 04-May-2011
Ticker:
ISIN: DE0008404005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT PURSUANT TO THE ARTICLES OF Non-Voting No vote
ASSOCIATION OF THE ISSUER THE DISCLOSURE OF
THE BENEFICIAL OWNER DATA WILL BE REQUIRED
WHEN EXCEEDING A CERTAIN LIMIT OF SHARE HOLDINGS
OF THE STATUTORY SHARE CAPITAL. THEREFORE BROADRIDGE
WILL BE DISCLOSING THE BENEFICIAL OWNER DATA
FOR ALL VOTED ACCOUNTS TO THE RESPECTIVE LOCAL
SUB CUSTODIAN. PLEASE NOTE THAT DEPENDING ON
THE PROCESSING OF THE LOCAL SUB CUSTODIAN BLOCKING
MAY APPLY. THE VOTE DEADLINE AS DISPLAYED ON
PROXYEDGE IS SUBJECT TO CHANGE AND WILL BE
UPDATED AS SOON AS BROADRIDGE HAS OBTAINED
ALL LOCAL SUB CUSTODIANS' CONFIRMATIONS REGARDING
THEIR DEADLINE FOR INSTRUCTIONS. FOR ANY QUERIES
PLEASE CONTACT YOUR CLIENT SERVICES REPRESENTATIVE.
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). FOR QUESTIONS
IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE FOR CLARIFICATION. 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 IN SOME CASES DEPENDING ON Non-Voting No vote
THE PROCESSING OF THE LOCAL SUB CUSTODIAN THESE
SHARES MAY BE BLOCKED. PLEASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING
INFORMATION FOR YOUR ACCOUNTS.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 19.04.2011. Non-Voting No vote
FURTHER INFORMATION ON COUNTER PROPOSALS CAN
BE FOUND DIRECTLY ON THE ISSUER'S WEBSITE (PLEASE
REFER TO 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 DIRECTLY AT THE COMPANY'S MEETING. COUNTER
PROPOSALS CANNOT BE REFLECTED IN THE BALLOT
ON PROXYEDGE.
1. Presentation of the approved Annual Financial Non-Voting No vote
Statements and the approved Consolidated Financial
Statements as at December 31, 2010, 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 (HGB), as well as the Report of the Supervisory
Board for fiscal year 2010
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: Franz Mgmt For For
Heiss
6. Amendment to the Statutes on Supervisory Board Mgmt For For
remuneration
7. Approval of profit transfer agreement between Mgmt For For
Allianz SE and Allianz Global Investors AG
8. Approval of the spin-off agreement between Allianz Mgmt For For
SE and Allianz Deutschland AG
--------------------------------------------------------------------------------------------------------------------------
ALTRIA GROUP, INC. Agenda Number: 933406046
--------------------------------------------------------------------------------------------------------------------------
Security: 02209S103
Meeting Type: Annual
Meeting Date: 19-May-2011
Ticker: MO
ISIN: US02209S1033
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: ELIZABETH E. BAILEY Mgmt For For
1B ELECTION OF DIRECTOR: GERALD L. BALILES Mgmt For For
1C ELECTION OF DIRECTOR: JOHN T. CASTEEN III Mgmt For For
1D ELECTION OF DIRECTOR: DINYAR S. DEVITRE Mgmt For For
1E ELECTION OF DIRECTOR: THOMAS F. FARRELL II Mgmt For For
1F ELECTION OF DIRECTOR: THOMAS W. JONES Mgmt For For
1G ELECTION OF DIRECTOR: GEORGE MUNOZ Mgmt For For
1H ELECTION OF DIRECTOR: NABIL Y. SAKKAB Mgmt For For
1I ELECTION OF DIRECTOR: MICHAEL E. SZYMANCZYK Mgmt For For
02 RATIFICATION OF THE SELECTION OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM.
03 ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S Mgmt For For
NAMED EXECUTIVE OFFICERS.
04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year *
VOTES ON THE COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVE OFFICERS. ***THE BOARD OF DIRECTORS
DOES NOT HAVE A RECOMMENDATION FOR VOTING ON
THIS PROPOSAL. IF NO SPECIFICATION IS MADE,
THIS PROPOSAL WILL BE VOTED ABSTAIN.***
05 SHAREHOLDER PROPOSAL - ADDRESS CONCERNS REGARDING Shr Against For
TOBACCO FLAVORING.
--------------------------------------------------------------------------------------------------------------------------
AMLIN PLC Agenda Number: 702859731
--------------------------------------------------------------------------------------------------------------------------
Security: G0334Q177
Meeting Type: AGM
Meeting Date: 12-May-2011
Ticker:
ISIN: GB00B2988H17
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive and adopt the accounts for the year Mgmt For For
ended 31 December 2011
2 To approve the Directors' Remuneration Report Mgmt For For
3 To declare a final dividend of 15.8p per ordinary Mgmt For For
share
4 To elect Mr. S C W Beale as a Director Mgmt For For
5 To re-elect Mr. R J Taylor as a Director Mgmt For For
6 To re-elect Mrs. C Bosse as a Director Mgmt For For
7 To re-elect Mr. N J Buchanan as a Director Mgmt For For
8 To re-elect Mr. B D Carpenter as a Director Mgmt For For
9 To re-elect Mr. R H Davey as a Director Mgmt For For
10 To re-elect Mr. M D Feinstein as a Director Mgmt For For
11 To re-elect Mr. R A Hextall as a Director Mgmt For For
12 To re-elect Mr. C E L Philipps as a Director Mgmt For For
13 To re-elect Sir Mark Wrightson, Bt. as a Director Mgmt For For
14 To re-appoint PricewaterhouseCoopers LLP as Mgmt For For
auditors
15 To authorise the Audit Committee to determine Mgmt For For
the remuneration of the auditors
16 To grant the Directors authority to allot securities Mgmt For For
17 To grant the Directors authority to allot securities Mgmt For For
wholly for cash as if Section 561(1) of
the Companies Act did not apply
18 To grant the Directors authority to make market Mgmt For For
purchases of the Company's own shares
19 To call general meetings on not less than 14 Mgmt For For
clear days' notice
--------------------------------------------------------------------------------------------------------------------------
ANNALY CAPITAL MANAGEMENT, INC. Agenda Number: 933416528
--------------------------------------------------------------------------------------------------------------------------
Security: 035710409
Meeting Type: Annual
Meeting Date: 23-Jun-2011
Ticker: NLY
ISIN: US0357104092
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A NOT VALID-VOTING ON DIRECTORS HAS ALREADY CLOSED. Mgmt For For
ANY VOTES ON THIS PROPOSAL WILL NOT BE COUNTED
1B NOT VALID-VOTING ON DIRECTORS HAS ALREADY CLOSED. Mgmt Against Against
ANY VOTES ON THIS PROPOSAL WILL NOT BE COUNTED
1C NOT VALID-VOTING ON DIRECTORS HAS ALREADY CLOSED. Mgmt For For
ANY VOTES ON THIS PROPOSAL WILL NOT BE COUNTED
02 A PROPOSAL TO AMEND OUR CHARTER TO INCREASE Mgmt For For
THE NUMBER OF AUTHORIZED SHARES TO 2,000,000,000
SHARES.
03 NOT VALID-VOTING ON THIS PROPOSAL HAS ALREADY Mgmt For For
CLOSED. ANY VOTES ON THIS PROPOSAL GOING FORWARD
WILL NOT BE COUNTED
04 NOT VALID-VOTING ON THIS PROPOSAL HAS ALREADY Mgmt 1 Year Against
CLOSED. ANY VOTES ON THIS PROPOSAL GOING FORWARD
WILL NOT BE COUNTED
05 NOT VALID-VOTING ON THIS PROPOSAL HAS ALREADY Mgmt For For
CLOSED. ANY VOTES ON THIS PROPOSAL GOING FORWARD
WILL NOT BE COUNTED
--------------------------------------------------------------------------------------------------------------------------
AT&T INC. Agenda Number: 933378437
--------------------------------------------------------------------------------------------------------------------------
Security: 00206R102
Meeting Type: Annual
Meeting Date: 29-Apr-2011
Ticker: T
ISIN: US00206R1023
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: RANDALL L. STEPHENSON Mgmt For For
1B ELECTION OF DIRECTOR: GILBERT F. AMELIO Mgmt For For
1C ELECTION OF DIRECTOR: REUBEN V. ANDERSON Mgmt For For
1D ELECTION OF DIRECTOR: JAMES H. BLANCHARD Mgmt For For
1E ELECTION OF DIRECTOR: JAIME CHICO PARDO Mgmt For For
1F ELECTION OF DIRECTOR: JAMES P. KELLY Mgmt For For
1G ELECTION OF DIRECTOR: JON C. MADONNA Mgmt For For
1H ELECTION OF DIRECTOR: LYNN M. MARTIN Mgmt For For
1I ELECTION OF DIRECTOR: JOHN B. MCCOY Mgmt For For
1J ELECTION OF DIRECTOR: JOYCE M. ROCHE Mgmt For For
1K ELECTION OF DIRECTOR: MATTHEW K. ROSE Mgmt For For
1L ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS. Mgmt For For
03 APPROVE 2011 INCENTIVE PLAN. Mgmt For For
04 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
05 ADVISORY VOTE ON FREQUENCY OF VOTE ON EXECUTIVE Mgmt 1 Year Against
COMPENSATION.
06 POLITICAL CONTRIBUTIONS. Shr Against For
07 SPECIAL STOCKHOLDER MEETINGS. Shr For Against
08 WRITTEN CONSENT. Shr For Against
--------------------------------------------------------------------------------------------------------------------------
AUSTRALIA & NEW ZEALAND BANKING GROUP LTD, MELBOURNE VIC Agenda Number: 702711741
--------------------------------------------------------------------------------------------------------------------------
Security: Q09504137
Meeting Type: AGM
Meeting Date: 17-Dec-2010
Ticker:
ISIN: AU000000ANZ3
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
cmmt VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting No vote
PROPOSAL 4 AND VOTES CAST BY ANY INDIVIDUAL
OR RELATED PARTY WHO BENEFIT FROM THE PASSING
OF THE PROPOSAL/S WILL BE DISREGARDED BY THE
COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT
OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD
NOT VOTE (OR VOTE "ABSTAIN") ON THE RELEVANT
PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE
THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO
OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT
PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSAL
(4), YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED
BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY
THE PASSING OF THE RELEVANT PROPOSAL/S AND
YOU COMPLY WITH THE VOTING EXCLUSION.
cmmt PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 755026 DUE TO DUE TO CHANGE IN VOTING STATUS
OF RESOLUTION 5.C. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE DISREGARDED AND YOU
WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU
2 Modification of the Constitution Mgmt For For
3 Adoption of the Remuneration Report Mgmt For For
4 Grant of Performance Rights to Mr. Michael Smith Mgmt For For
5.a To re-elect Dr G. J. Clark as a Director Mgmt For For
5.b To re-elect Mr. D. E. Meiklejohn as a Director Mgmt For For
5.c PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: To elect Mr. R. J. Reeves as a Director
5.d To re-elect Mr. I. J. Macfarlane as a Director Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
AVALONBAY COMMUNITIES, INC. Agenda Number: 933406010
--------------------------------------------------------------------------------------------------------------------------
Security: 053484101
Meeting Type: Annual
Meeting Date: 11-May-2011
Ticker: AVB
ISIN: US0534841012
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
BRYCE BLAIR Mgmt For For
BRUCE A. CHOATE Mgmt For For
JOHN J. HEALY, JR. Mgmt For For
TIMOTHY J. NAUGHTON Mgmt For For
LANCE R. PRIMIS Mgmt For For
PETER S. RUMMELL Mgmt For For
H. JAY SARLES Mgmt For For
W. EDWARD WALTER Mgmt For For
02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Mgmt For For
AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE
YEAR ENDING DECEMBER 31, 2011.
03 TO CAST A NON-BINDING ADVISORY VOTE ON APPROVAL Mgmt For For
OF THE COMPENSATION PAID TO THE COMPANY'S NAMED
EXECUTIVE OFFICERS, AS DISCLOSED PURSUANT TO
ITEM 402 OF REGULATION S-K, INCLUDING THE COMPENSATION
DISCUSSION AND ANALYSIS, COMPENSATION TABLES
AND NARRATIVE DISCUSSION SET FORTH IN THE PROXY
STATEMENT.
04 TO CAST A NON-BINDING ADVISORY VOTE AS TO FREQUENCY Mgmt 1 Year For
OF FUTURE ADVISORY STOCKHOLDER VOTES ON THE
COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
BASF SE Agenda Number: 702877929
--------------------------------------------------------------------------------------------------------------------------
Security: D06216317
Meeting Type: AGM
Meeting Date: 06-May-2011
Ticker:
ISIN: DE000BASF111
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
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 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.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 21.04.2011. Non-Voting No vote
FURTHER INFORMATION ON COUNTER PROPOSALS CAN
BE FOUND DIRECTLY ON THE ISSUER'S WEBSITE (PLEASE
REFER TO 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 DIRECTLY AT THE COMPANY'S MEETING.
1. Presentation of the Financial Statements of Non-Voting No vote
BASF SE and the BASF Group for the financial
year 2010; presentation of the Management's
analyses of BASF SE and the BASF Group for
the financial year 2010 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
2011
6. By-election to the Supervisory Board: Ms. Anke Mgmt For For
Schaeferkordt
7. Adoption of a resolution on the change of the Mgmt For For
remuneration of the Audit Committee of the
Supervisory Board and the corresponding amendment
of the Statutes
8. Approval of a control and profit and loss transfer Mgmt For For
agreement between BASF SE and Styrolution GmbH
9. Approval of a control and profit and loss transfer Mgmt For For
agreement between BASF SE and BASF US Verwaltung
GmbH
--------------------------------------------------------------------------------------------------------------------------
BAYER AG, LEVERKUSEN Agenda Number: 702812252
--------------------------------------------------------------------------------------------------------------------------
Security: D0712D163
Meeting Type: AGM
Meeting Date: 29-Apr-2011
Ticker:
ISIN: DE000BAY0017
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
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 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.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 14 Non-Voting No vote
04 2011. FURTHER INFORMATION ON COUNTER PROPOSALS
CAN BE FOUND DIRECTLY ON THE ISSUER'S WEBSITE
(PLEASE REFER TO 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 DIRECTLY AT THE COMPANY'S
MEETING.
1. Presentation of the adopted annual financial Mgmt For For
statements and the approved consolidated financial
statements, the combined management report,
the report of the Supervisory Board, the explanatory
report by the Board of Management on takeover-related
disclosures, and the proposal by the Board
of Management on the appropriation of distributable
profit for the fiscal year 2010, as well as
the resolution on the appropriation of distributable
profit
2. Ratification of the actions of the members of Mgmt For For
the Board of Management
3. Ratification of the actions of the members of Mgmt For For
the Supervisory Board
4. Amendment to the Articles of Incorporation concerning Mgmt For For
the term of office of Supervisory Board members
(Article 8(2) and (4) of the Articles of Incorporation)
5. Spin-off of property holdings Mgmt For For
6. Election of the auditor of the financial statements Mgmt For For
and for the review of the half-yearly financial
report
--------------------------------------------------------------------------------------------------------------------------
BCE INC. Agenda Number: 933399366
--------------------------------------------------------------------------------------------------------------------------
Security: 05534B760
Meeting Type: Annual
Meeting Date: 12-May-2011
Ticker: BCE
ISIN: CA05534B7604
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
B.K. ALLEN Mgmt For For
A. BERARD Mgmt For For
R.A. BRENNEMAN Mgmt For For
S. BROCHU Mgmt For For
R.E. BROWN Mgmt For For
G.A. COPE Mgmt For For
A.S. FELL Mgmt For For
E.C. LUMLEY Mgmt For For
T.C. O'NEILL Mgmt For For
R.C. SIMMONDS Mgmt For For
C. TAYLOR Mgmt For For
P.R. WEISS Mgmt For For
02 APPOINTMENT OF DELOITTE & TOUCHE LLP AS AUDITORS. Mgmt For For
03 RESOLVED, ON AN ADVISORY BASIS AND NOT TO DIMINISH Mgmt For For
THE ROLE AND RESPONSIBILITIES OF THE BOARD
OF DIRECTORS, THAT THE SHAREHOLDERS ACCEPT
THE APPROACH TO EXECUTIVE COMPENSATION DISCLOSED
IN THE 2011 MANAGEMENT PROXY CIRCULAR DATED
MARCH 10, 2011 DELIVERED IN ADVANCE OF THE
2011 ANNUAL GENERAL MEETING OF SHAREHOLDERS
OF BCE.
4A CRITICAL MASS OF QUALIFIED WOMEN ON BOARD. Shr Against For
4B EQUITY RATIO. Shr Against For
4C ADDITIONAL INFORMATION ON COMPARATOR GROUPS. Shr Against For
--------------------------------------------------------------------------------------------------------------------------
BOUYGUES SA Agenda Number: 702819547
--------------------------------------------------------------------------------------------------------------------------
Security: F11487125
Meeting Type: MIX
Meeting Date: 21-Apr-2011
Ticker:
ISIN: FR0000120503
--------------------------------------------------------------------------------------------------------------------------
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/2011/0304/201103041100547.pdf
AND https://balo.journal-officiel.gouv.fr/pdf/2011/0401/201104011100932.pdf
O.1 Approval of the annual corporate financial statements Mgmt For For
and operations for the financial year 2010
O.2 Approval of the consolidated financial statements Mgmt For For
and operations for the financial year
2010
O.3 Allocation of income and setting the dividend Mgmt For For
O.4 Approval of the regulated Agreements and Undertakings Mgmt Against Against
O.5 Renewal of Mrs. Patricia Barbizet's term as Mgmt Against Against
Board member
O.6 Renewal of Mr. Herve Le Bouc's term as Board Mgmt Against Against
member
O.7 Renewal of Mr. Helman le Pas de Secheval's term Mgmt For For
as Board member
O.8 Renewal of Mr. Nonce Paolini's term as Board Mgmt Against Against
member
O.9 Authorization granted to the Board of Directors Mgmt Against Against
to allow the Company to trade its own shares
E.10 Authorization granted to the Board of Directors Mgmt For For
to reduce the share capital by cancellation
of treasury shares held by the Company
E.11 Delegation of authority granted to the Board Mgmt For For
of Directors to increase the share capital
with preferential subscription rights, by issuing
shares or securities giving access to shares
of the Company or a subsidiary's
E.12 Delegation of authority granted to the Board Mgmt For For
of Directors to increase the share capital
by incorporation of premiums, reserves or profits
E.13 Delegation of authority granted to the Board Mgmt Against Against
of Directors to increase the share capital
by way of a public offer with cancellation
of preferential subscription rights, by
issuing shares or securities giving access
to shares of the Company or a subsidiary's
E.14 Delegation of authority granted to the Board Mgmt Against Against
of Directors to issue, by way of an offer pursuant
to Article L.411-2, II of the Monetary and
Financial Code, shares and securities giving
access to the capital of the Company with
cancellation of preferential subscription
rights of shareholders
E.15 Authorization granted to the Board of Directors Mgmt Against Against
to set the issue price of equity securities
to be issued immediately or in the future without
preferential subscription rights,
according to the terms decided by the
General Meeting, by way of a public offer
or an offer pursuant to Article L.411-2,
II of the Monetary and Financial Code
E.16 Authorization granted to the Board of Directors Mgmt Against Against
to increase the number of securities to
be issued in the event of capital increase
with or without preferential subscription
rights
E.17 Delegation of powers granted to the Board of Mgmt For For
Directors to increase the share capital, in
consideration for in-kind contributions granted
to the Company and composed of equity securities
or securities giving access to the capital
of another company, outside of public exchange
offer
E.18 Delegation of authority granted to the Board Mgmt Against Against
of Directors to increase the share capital,
without preferential subscription rights, in
consideration for contributions of securities
in case or public exchange offer initiated
by the Company
E.19 Delegation of authority granted to the Board Mgmt Against Against
of Directors to issue shares as a result of
the issuance of securities by a subsidiary,
giving access to shares of the Company
E.20 Delegation of authority granted to the Board Mgmt For For
of Directors to issue any securities
entitling to the allotment of debts securities
E.21 Delegation of authority granted to the Board Mgmt Against Against
of Directors to increase the share capital
in favor of employees or corporate officers
of the Company or related companies participating
in a company savings plan
E.22 Authorization granted to the Board of Directors Mgmt Against Against
to grant options to subscribe for or purchase
shares
E.23 Delegation of authority granted to the Board Mgmt Against Against
of Directors to issue equity warrants during
a public offer involving stocks of the Company
E.24 Authorization granted to the Board of Directors Mgmt Against Against
to increase the share capital during a public
offer involving stocks of the Company
E.25 Powers for the formalities Mgmt For For
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF ADDITIONAL URL 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.
--------------------------------------------------------------------------------------------------------------------------
BRITISH AMERN TOB PLC Agenda Number: 702877640
--------------------------------------------------------------------------------------------------------------------------
Security: G1510J102
Meeting Type: AGM
Meeting Date: 28-Apr-2011
Ticker:
ISIN: GB0002875804
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receipt of the 2010 Report and Accounts Mgmt For For
2 Approval of the 2010 Remuneration Report Mgmt For For
3 Declaration of the final dividend for 2010 Mgmt For For
4 To re-appoint PricewaterhouseCoopers LLP as Mgmt For For
the companies auditors
5 Authority for the Directors to agree the Auditors' Mgmt For For
remuneration
6 Re-election of Richard Burrows as a Director Mgmt For For
(N)
7 Re-election of Karen de Segundo as a Director Mgmt For For
(C, N, R)
8 Re-election of Nicandro Durante as a Director Mgmt For For
9 Re-election of Robert Lerwill as a Director Mgmt For For
(A, N, R)
10 Re-election of Christine Morin-Postel as a Director Mgmt For For
(A, N, R)
11 Re-election of Gerry Murphy as a Director (C, Mgmt For For
N, R)
12 Re-election of Anthony Ruys as a Director (A, Mgmt For For
N, R)
13 Re-election of Sir Nicholas Scheele as a Director Mgmt For For
(A, N, R)
14 Re-election of Ben Stevens as a Director Mgmt For For
15 Election of John Daly as a Director who has Mgmt For For
been appointed since the last Annual General
Meeting
16 Election of Kieran Poynter as a Director (C, Mgmt For For
N) who has been appointed Since the last Annual
General Meeting
17 Renewal of the Directors' authority to allot Mgmt For For
shares
18 Renewal of the Directors' authority to disapply Mgmt For For
pre-emption rights
19 Authority for the Company to purchase its own Mgmt For For
shares
20 Authority to amend the British American Tobacco Mgmt Against Against
2007 Long Term Incentive Plan
21 Notice period for General Meetings Mgmt For For
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF AUDITOR NAME IN RESOLUTION 4. 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.
--------------------------------------------------------------------------------------------------------------------------
CABLE & WIRELESS COMMUNICATIONS PLC, LONDON Agenda Number: 702535901
--------------------------------------------------------------------------------------------------------------------------
Security: G1839G102
Meeting Type: AGM
Meeting Date: 21-Jul-2010
Ticker:
ISIN: GB00B5KKT968
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the group accounts for the FYE 31 MAR Mgmt For For
2010 and the reports of the Directors and Auditors
thereon
2. Approve the Directors' remuneration report for Mgmt Against Against
the YE 31 MAR 2010 as contained within the
annual report and accounts
3. Re-elect Sir Richard Lapthorne, CBE as a Director Mgmt For For
4. Re-elect Mr. Nick Cooper as a Director Mgmt For For
5. Re-elect Ms. Kate Nealon as a Director Mgmt For For
6. Re-appoint KPMG Audit PLC as the Auditors of Mgmt For For
the Company until the conclusion of the next
AGM of the Company
7. Authorize the Director to set the Auditors' Mgmt For For
remuneration
8. Authorize the Directors to allot shares or to Mgmt For For
grant rights to subscribe for or to convert
any security into shares in accordance with
Article 12 of the Company's Articles of Association;
[Authority expires at the conclusion of the
Company's AGM in 2011 or 30 SEP 2011] and for
that period there shall be tow Section 551
amounts [as defined in Article 12[B]] of; [i]
USD 43 million; and [ii] USD 86 million [such
amount to be reduced by any allotments or grants
made under [i] above] which the Directors shall
only be empowered to use in connection with
a rights issue [as defined in Article 12[E]];
all previous authorities under Article 12[B]
are revoked, subject to Article 12[D]
S.9 Authorize the Directors, subject to the passing Mgmt For For
of Resolution 8, to allot equity securities
for cash in accordance with Article 12 of the
Company's Articles of Association; [Authority
expires at conclusion of the Company's AGM
in 2011 or 30 SEP 2011] and for that period
the Section 561 amount [as defined in Article
12[C] shall be USD 6 million; all previous
authorities under Article 12[C] are revoked,
subject to Article 12[D]
S.10 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 with nominal value of USD 0.05 each
in the Company, provided that: [a] the Company
does not purchase under this authority more
than 262 million ordinary shares; [b] the Company
does not pay less than the nominal value, currently
USD 0.05, for each ordinary share; and [c]
the Company does not pay more per ordinary
share than the higher of [i] an amount equal
to 5% over the average of the middle-market
price of the ordinary shares for the 5 business
days immediately preceding the day on which
the Company agrees to buy the shares concerned,
based on share prices published in the Daily
Official List of the London Stock Exchange;
and [ii] the price stipulated by Article 5[1]
of the Buy-back and Stabilization Regulation
[EC No. 2273/203]; [Authority shall continue
until the conclusion of the Company's AGM in
2011 or 30 SEP 2011], 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
S.11 Authorize Company to call a general meeting Mgmt For For
of the shareholders, other than an AGM, on
not less than 14 clear days' notice
12. Authorize the Directors of the Company, to exercise Mgmt For For
the power conferred upon them by Article 130
[A] of the Company's Articles of Association
as from time to time varied so that, to the
extent and in the manner determined by the
Directors, the holders of ordinary shares in
the Company be permitted to elect to receive
new ordinary shares in the Company, credited
as fully paid, instead of all or part of the
final dividend for the FY of the Company ended
31 MAR 2010 and instead of all or any part
of any dividends [including interim dividends]
paid by the Directors or declared by the Company
in general meeting [as the case may be] during
the period commencing on 21 JUL 2010 and ending
on or before 20 JUL 2015; and [b] capitalize
an amount equal to the nominal value of the
new ordinary shares of the Company to be allotted
pursuant to any elections made as aforesaid
out of the amount standing to the credit of
reserves or funds [including any share premium
account, capital redemption reserve and the
profit and loss account] or any other sum which
is available to be distributed, as the Directors
may determine, to apply such sum in paying
up such ordinary shares in the Company in full
and to allot such ordinary shares to the shareholders
of the Company validly making such elections
in accordance with their respective entitlements
13. Authorize the Company and all Companies that Mgmt For For
are its Subsidiaries, in accordance with Sections
366 and 367 of the Companies Act 2006, at any
time during the period for which this resolution
is effective [the Group], in aggregate, to:
[a] make political donations to political parties
and/or Independent election candidates not
exceeding GBP 100,000 in total; and b] make
political donations to political organizations
other than political parties not exceeding
GBP 100,000 in total; and [c] incur political
expenditure not exceeding GBP 100,000 in total;
[Authority expires at the conclusion of the
AGM to be held in 2014 or 20 JUL 2014], provided
that the authorized sum referred to in paragraphs
[a], [b] and [c] may be comprised of one or
more amounts in different currencies which,
for the purposes of calculating the said sum,
shall be converted into pounds sterling at
the exchange rate published in the London edition
of the Financial Times on the day on which
the relevant donation is made or expenditure
incurred [or the first business day thereafter]
or, if earlier, on the day which the relevant
member of the Group enters into any contract
or undertaking relating to the same; any terms
used in this resolution which are defined in
Part 14 of the Companies Act 2006 shall bear
the same meaning for the purposes of this resolution
14. Authorize the Company to send or supply any Mgmt For For
document or information that is [i] required
or authorized to be sent or supplied by the
Company under the Companies Acts [as defined
in Section 2 of the Companies Act 2006]; or
[ii] pursuant to the Company's Articles of
Association or pursuant to any other rules
or regulations to which the Company may be
subject, by making it available by electronic
means, including via a website
15. Declare a final dividend for the YE 31 MAR 2010 Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
CHEVRON CORPORATION Agenda Number: 933419687
--------------------------------------------------------------------------------------------------------------------------
Security: 166764100
Meeting Type: Annual
Meeting Date: 25-May-2011
Ticker: CVX
ISIN: US1667641005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: L.F. DEILY Mgmt For For
1B ELECTION OF DIRECTOR: R.E. DENHAM Mgmt For For
1C ELECTION OF DIRECTOR: R.J. EATON Mgmt For For
1D ELECTION OF DIRECTOR: C. HAGEL Mgmt For For
1E ELECTION OF DIRECTOR: E. HERNANDEZ Mgmt For For
1F ELECTION OF DIRECTOR: G.L. KIRKLAND Mgmt For For
1G ELECTION OF DIRECTOR: D.B. RICE Mgmt For For
1H ELECTION OF DIRECTOR: K.W. SHARER Mgmt For For
1I ELECTION OF DIRECTOR: C.R. SHOEMATE Mgmt For For
1J ELECTION OF DIRECTOR: J.G. STUMPF Mgmt For For
1K ELECTION OF DIRECTOR: R.D. SUGAR Mgmt For For
1L ELECTION OF DIRECTOR: C. WARE Mgmt For For
1M ELECTION OF DIRECTOR: J.S. WATSON Mgmt For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM.
03 ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION. Mgmt For For
04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year For
VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION.
05 INDEPENDENT DIRECTOR WITH ENVIRONMENTAL EXPERTISE. Shr Against For
06 HUMAN RIGHTS COMMITTEE. Shr Against For
07 SUSTAINABILITY METRIC FOR EXECUTIVE COMPENSATION. Shr Against For
08 GUIDELINES FOR COUNTRY SELECTION. Shr For Against
09 FINANCIAL RISKS FROM CLIMATE CHANGE. Shr Against For
10 HYDRAULIC FRACTURING. Shr Against For
11 OFFSHORE OIL WELLS. Shr Against For
--------------------------------------------------------------------------------------------------------------------------
COMMONWEALTH BANK OF AUSTRALIA, SYDNEY NSW Agenda Number: 702616600
--------------------------------------------------------------------------------------------------------------------------
Security: Q26915100
Meeting Type: AGM
Meeting Date: 26-Oct-2010
Ticker:
ISIN: AU000000CBA7
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting No vote
PROPOSAL 4 AND VOTES CAST BY ANY INDIVIDUAL
OR RELATED PARTY WHO BENEFIT FROM THE PASSING
OF THE PROPOSAL/S WILL BE DISREGARDED BY
THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT
OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD
NOT VOTE (OR VOTE "ABSTAIN") ON THE RELEVANT
PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE
THAT YOU HAVE OBTAINED BENEFIT OR EXPECT
TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT
PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON
PROPOSAL (4), YOU ACKNOWLEDGE THAT YOU HAVE
NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN
BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S
AND YOU COMPLY WITH THE VOTING EXCLUSION.
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting No vote
VOTE 'IN FAVOR' OR 'AGAINST' FOR ALL RESOLUTIONS.
THANK YOU.
2.a Re-elect Sir John Anderson as a Director Mgmt For For
2.b Re-elect Mr. Harrison Young as a Director Mgmt For For
2.c Re-elect Mr. Brian Long as a Director Mgmt For For
3 Approve the remuneration report Mgmt For For
4 Grant of Securities to the Chief Executive Officer Mgmt For For
under the Group Leadership Reward Plan
--------------------------------------------------------------------------------------------------------------------------
CONOCOPHILLIPS Agenda Number: 933398732
--------------------------------------------------------------------------------------------------------------------------
Security: 20825C104
Meeting Type: Annual
Meeting Date: 11-May-2011
Ticker: COP
ISIN: US20825C1045
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: RICHARD L. ARMITAGE Mgmt For For
1B ELECTION OF DIRECTOR: RICHARD H. AUCHINLECK Mgmt For For
1C ELECTION OF DIRECTOR: JAMES E. COPELAND, JR. Mgmt For For
1D ELECTION OF DIRECTOR: KENNETH M. DUBERSTEIN Mgmt For For
1E ELECTION OF DIRECTOR: RUTH R. HARKIN Mgmt For For
1F ELECTION OF DIRECTOR: HAROLD W. MCGRAW III Mgmt For For
1G ELECTION OF DIRECTOR: JAMES J. MULVA Mgmt For For
1H ELECTION OF DIRECTOR: ROBERT A. NIBLOCK Mgmt For For
1I ELECTION OF DIRECTOR: HARALD J. NORVIK Mgmt For For
1J ELECTION OF DIRECTOR: WILLIAM K. REILLY Mgmt For For
1K ELECTION OF DIRECTOR: VICTORIA J. TSCHINKEL Mgmt For For
1L ELECTION OF DIRECTOR: KATHRYN C. TURNER Mgmt For For
1M ELECTION OF DIRECTOR: WILLIAM E. WADE, JR. Mgmt For For
02 PROPOSAL TO RATIFY APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS CONOCOPHILLIPS' INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2011.
03 ADVISORY APPROVAL OF EXECUTIVE COMPENSATION. Mgmt Against Against
04 ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE Mgmt 1 Year
ON EXECUTIVE COMPENSATION.
05 APPROVAL OF 2011 OMNIBUS STOCK AND PERFORMANCE Mgmt For For
INCENTIVE PLAN.
06 GENDER EXPRESSION NON-DISCRIMINATION. Shr Against For
07 POLITICAL CONTRIBUTIONS. Shr Against For
08 REPORT ON GRASSROOTS LOBBYING EXPENDITURES. Shr Against For
09 ACCIDENT RISK MITIGATION. Shr Against For
10 COMPANY ENVIRONMENTAL POLICY (LOUISIANA WETLANDS). Shr Against For
11 GREENHOUSE GAS REDUCTION TARGETS. Shr Against For
12 REPORT ON FINANCIAL RISKS FROM CLIMATE CHANGE. Shr Against For
13 CANADIAN OIL SANDS. Shr Against For
--------------------------------------------------------------------------------------------------------------------------
DAIMLER AG Agenda Number: 702816957
--------------------------------------------------------------------------------------------------------------------------
Security: D1668R123
Meeting Type: AGM
Meeting Date: 13-Apr-2011
Ticker:
ISIN: DE0007100000
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
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 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.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 29.03.2011. Non-Voting No vote
FURTHER INFORMATION ON COUNTER PROPOSALS CAN
BE FOUND DIRECTLY ON THE ISSUER'S WEBSITE (PLEASE
REFER TO 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 DIRECTLY AT THE COMPANY'S MEETING.
1. Presentation of the adopted Company financial Non-Voting No vote
statements, the approved consolidated financial
statements, and the combined management report
for Daimler AG and the Group for the 2010 financial
year, the report of the Supervisory Board and
the explanatory reports on the information
required pursuant to Section 289, Subsection
4, Section 315, Subsection 4 and Section 289,
Subsection 5 of the German Commercial Code
(Handelsgesetzbuch)
2. Resolution on the allocation of unappropriated Mgmt For For
profit
3. Resolution on ratification of Board of Management Mgmt For For
members' actions in the 2010 financial year
4. Resolution on ratification of Supervisory Board Mgmt For For
members' actions in the 2010 financial year
5. Resolution on the approval of the system of Mgmt For For
remuneration for the members of the Board of
Management
6. Resolution on the appointment of auditors for Mgmt For For
the Company and the Group for the 2011 financial
year
7. Resolution on the adjustment of the remuneration Mgmt For For
for the Supervisory Board and corresponding
amendment to the Articles of Incorporation
8.A. Resolution on the election of new members of Mgmt For For
the Supervisory Board: Dr. Manfred Bischoff
8.B. Resolution on the election of new members of Mgmt For For
the Supervisory Board: Lynton R. Wilson
8.C. Resolution on the election of new members of Mgmt For For
the Supervisory Board: Petraea Heynike
--------------------------------------------------------------------------------------------------------------------------
DEERE & COMPANY Agenda Number: 933366343
--------------------------------------------------------------------------------------------------------------------------
Security: 244199105
Meeting Type: Annual
Meeting Date: 23-Feb-2011
Ticker: DE
ISIN: US2441991054
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: CHARLES O. HOLLIDAY, JR. Mgmt For For
1B ELECTION OF DIRECTOR: DIPAK C. JAIN Mgmt For For
1C ELECTION OF DIRECTOR: JOACHIM MILBERG Mgmt For For
1D ELECTION OF DIRECTOR: RICHARD B. MYERS Mgmt For For
02 NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt For For
("SAY-ON-PAY")
03 NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF Mgmt 1 Year For
SAY-ON-PAY VOTES
04 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL 2011
--------------------------------------------------------------------------------------------------------------------------
DEUTSCHE POST AG, BONN Agenda Number: 702951698
--------------------------------------------------------------------------------------------------------------------------
Security: D19225107
Meeting Type: AGM
Meeting Date: 25-May-2011
Ticker:
ISIN: DE0005552004
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
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). FOR QUESTIONS
IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE FOR CLARIFICATION. 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 IN SOME CASES DEPENDING ON Non-Voting No vote
THE PROCESSING OF THE LOCAL SUB CUSTODIAN THESE
SHARES MAY BE BLOCKED. PLEASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING
INFORMATION FOR YOUR ACCOUNTS.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 10 Non-Voting No vote
MAY 2011. FURTHER INFORMATION ON COUNTER PROPOSALS
CAN BE FOUND DIRECTLY ON THE ISSUER'S WEBSITE
(PLEASE REFER TO 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 DIRECTLY AT THE COMPANY'S
MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED
IN THE BALLOT ON PROXYEDGE.
1. Presentation of the financial statements and Non-Voting No vote
annual report for the 2010 financial year with
the report of the Supervisory Board, the group
financial statements, the group annual report,
and the report 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 1,502,413,540.85 as follows:
Payment of a dividend of EUR 0.65 per no-par
share EUR 716,553,222.75 shall be carried forward
Ex-dividend and payable date: May 26, 2011
3. Ratification of the acts of the Board of MDs Mgmt For For
4. Ratification of the acts of the Supervisory Mgmt For For
Board
5. Appointment of auditors for the 2011 financial Mgmt For For
year: Pricewater-houseCoopers AG, Dusseldorf
6. Resolution on the authorization to issue convertible Mgmt For For
bonds, warrant bonds, profit-sharing rights
and/or participating bonds (together: 'bonds'),
the creation of contingent capital, and the
corresponding amendment to the articles of
association - The Board of MDs 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, conferring conversion
and/or option rights for shares of the company,
on or before May 24, 2016. Shareholders shall
be granted subscription rights except for residual
amounts, for the granting of such rights to
holders of conversion or option rights, for
the issue of bonds conferring conversion and/or
option rights for shares of the company of
up to 10 pct. of the share capital if such
bonds are issued at a price not materially
below their theoretical market value, and for
the issue of bonds against contributions in
kind. Shareholders' subscription rights shall
also be excluded for the issue of profit-sharing
rights and/or participating bonds not conferring
conversion or option rights if these have debenture
like features. The company's share capital
shall be increased accordingly by up to EUR
75,000,000 through the issue of up to 75,000,000
new registered no-par shares, insofar as conversion
and/or option rights are exercised (contingent
capital 2011). - The existing authorization
given by the shareholders' meeting of May 8,
2007, to issue bonds and create a contingent
capital III shall be re-voked
7.a Election to the Supervisory Board: Werner Gatzer Mgmt For For
7.b Election to the Supervisory Board: Thomas Kunz Mgmt For For
7.c Election to the Supervisory Board: Elmar Toime Mgmt For For
7.d Election to the Supervisory Board: Katja Windt Mgmt For For
7.e Election to the Supervisory Board: Hero Brahms Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
DEUTSCHE TELEKOM AG, BONN Agenda Number: 702916199
--------------------------------------------------------------------------------------------------------------------------
Security: D2035M136
Meeting Type: AGM
Meeting Date: 12-May-2011
Ticker:
ISIN: DE0005557508
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
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). FOR QUESTIONS
IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE FOR CLARIFICATION. 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 IN SOME CASES DEPENDING ON Non-Voting No vote
THE PROCESSING OF THE LOCAL SUB CUSTODIAN THESE
SHARES MAY BE BLOCKED. PLEASE CONTACT YOUR
CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING
INFORMATION FOR YOUR ACCOUNTS.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 27.04.2011. Non-Voting No vote
FURTHER INFORMATION ON COUNTER PROPOSALS CAN
BE FOUND DIRECTLY ON THE ISSUER'S WEBSITE (PLEASE
REFER TO 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 DIRECTLY AT THE COMPANY'S MEETING. COUNTER
PROPOSALS CANNOT BE REFLECTED IN THE BALLOT
ON PROXYEDGE.
1. Submission to the shareholders' meeting pursuant Non-Voting No vote
to section 176 (1) sentence 1 of the AktG (Aktiengesetz-German
Stock Corporation Act)
2. Resolution on the appropriation of net income Mgmt For For
3. Resolution on the approval of the actions of Mgmt For For
the members of the Board of Management for
the 2010 financial year
4. Resolution on the approval of the actions of Mgmt For For
Dr. Klaus Zumwinkel, who resigned from the
Supervisory Board, for the 2008 financial year
5. Resolution on the approval of the actions of Mgmt For For
the members of the Supervisory Board for the
2010 financial year
6. Resolution on the appointment of the independent Mgmt For For
auditor and the Group auditor pursuant to section
318 (1) HGB for the 2011 financial year as
well as the independent auditor to review the
condensed financial statements and the interim
management report pursuant to section 37w (5),
section 37y no. 2 WpHG (Wertpapierhandelsgesetz-
German Securities Trading Act) in the 2011
financial year
7. Resolution on the authorization to acquire treasury Mgmt For For
shares and use them with possible exclusion
of subscription rights and any rights to offer
shares as well as of the option to redeem treasury
shares, reducing the capital stock
8. Election of a Supervisory Board member: Dr. Mgmt For For
Hubertus von Grunberg
9. Election of a Supervisory Board member: Dr. Mgmt For For
h.c Bernhard Walter
10. Resolution regarding approval of the amendment Mgmt For For
to the profit and loss transfer agreement with
T-Systems international GmbH
11. Resolution regarding approval of the amendment Mgmt For For
to the profit and loss transfer agreement with
DeTeFleetServices GmbH
12. Resolution regarding approval of the amendment Mgmt For For
to the profit and loss transfer agreemtnt with
DFMG Holding GmbH
13. Resolution regarding approval of the amendment Mgmt For For
to the profit and loss transfer agreemtnt with
DeTeAssekuranz- Deutsche Telekom Assekuranz-Vermittlungsgesellschaft
mbH
14. Resolution regarding approval of the amendment Mgmt For For
to the profit and loss transfer agreement with
Vivento Customer Services GmbH
15. Resolution regarding approval of the amendment Mgmt For For
to the profit and loss transfer agreement with
Vivento Technical Services GmbH
16. Resolution regarding approval of the amendment Mgmt For For
to the profit and loss transfer agreement with
Deutsche Telekom Accounting GmbH
17. Resolution regarding approval of the amendment Mgmt For For
to the profit and loss transfer agreement with
Deutsche Telekom Training GmbH
18. Resolution regarding approval of the amendment Mgmt For For
to the profit and loss transfer agreement with
Norma Telekommunikationsdienste GmbH
19. Resolution regarding approval of the amendment Mgmt For For
to the profit and loss transfer agreement with
DeTeAsia Holding GmbH
20. Resolution regarding approval of the amendment Mgmt For For
to the profit and loss transfer agreement with
Traviata Telekommunhicationsdienste GmbH
21. Resolution regarding approval of the amendment Mgmt For For
to the profit and loss transfer agreement with
Scout24 Holding GmbH
22. Resolution regarding approval of the amendment Mgmt For For
to the profit and loss transfer agreement with
T-Mobile Worldwide Holding GmbH
23. Resolution regarding approval of the amendment Mgmt For For
to the profit and loss transfer agreement with
Telekom Deutschland GmbH
24. Resolution regarding approval of the amendment Mgmt For For
to the profit and loss transfer agreement with
MagyarCom Holding GmbH
25. Resolution on the amendment to section 2 of Mgmt For For
the Articles of Incorporation
26. Resolution regarding approval of the settlement Mgmt For For
agreement with the former member of the Board
of Management Kai Uwe Ricke
27. Resolution regarding approval of the settlement Mgmt For For
agreement with the former member of the Supervisory
Board Dr. Klaus Zumwinkel
--------------------------------------------------------------------------------------------------------------------------
E.ON AKTIENGESELLSCHAFT EON, DUESSELDORF Agenda Number: 702858032
--------------------------------------------------------------------------------------------------------------------------
Security: D24914133
Meeting Type: AGM
Meeting Date: 05-May-2011
Ticker:
ISIN: DE000ENAG999
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
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 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.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 20.04.2011. Non-Voting No vote
FURTHER INFORMATION ON COUNTER PROPOSALS CAN
BE FOUND DIRECTLY ON THE ISSUER'S WEBSITE (PLEASE
REFER TO 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 DIRECTLY AT THE COMPANY'S MEETING.
1. Presentation of the adopted Annual Financial Non-Voting No vote
Statements and the approved Consolidated Financial
Statements for the 2010 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 2010 financial year
3. Discharge of the Board of Management for the Mgmt For For
2010 financial year
4. Discharge of the Supervisory Board for the 2010 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 Elections for the Supervisory Board: Baroness Mgmt For For
Denise Kingsmill CBE
6.b Elections for the Supervisory Board: B rd Mikkelsen Mgmt For For
6.c Elections for the Supervisory Board: Ren Obermann Mgmt For For
7.a Election of the auditor for the 2011 financial Mgmt For For
year as well as for the inspection of financial
statements: Election of PricewaterhouseCoopers
Aktiengesellschaft Wirtschaftspruefungsgesellschaft,
Duesseldorf, as the auditor for the annual
as well as the consolidated financial statements
for the 2011 financial year
7.b Election of the auditor for the 2011 financial Mgmt For For
year as well as for the inspection of financial
statements: Election of PricewaterhouseCoopers
Aktiengsellschaft Wirtschaftspruefungsgesellschaft,
Duesseldorf, as the auditor for the inspection
of the abbreviated financial statements and
the interim management report for the first
half of the 2011 financial year
8. Resolution on the modification of Supervisory Mgmt For For
Board compensation and amendment of Articles
of Association
9.a Approval of amendment agreement regarding the Mgmt For For
control and profit and loss transfer agreement
between E.ON AG and E.ON Beteiligungsverwaltungs
GmbH
9.b Approval of amendment agreement regarding the Mgmt For For
control and profit and loss transfer agreement
between E.ON AG and E.ON Energy Trading Holding
GmbH
9.c Approval of amendment agreement regarding the Mgmt For For
control and profit and loss transfer agreement
between E.ON AG and E.ON Finanzanlagen GmbH
9.d Approval of amendment agreement regarding the Mgmt For For
control and profit and loss transfer agreement
between E.ON AG and E.ON Ruhrgas Holding GmbH
--------------------------------------------------------------------------------------------------------------------------
EDISON INTERNATIONAL Agenda Number: 933384846
--------------------------------------------------------------------------------------------------------------------------
Security: 281020107
Meeting Type: Annual
Meeting Date: 28-Apr-2011
Ticker: EIX
ISIN: US2810201077
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: JAGJEET S. BINDRA Mgmt For For
1B ELECTION OF DIRECTOR: VANESSA C.L. CHANG Mgmt For For
1C ELECTION OF DIRECTOR: FRANCE A. CORDOVA Mgmt For For
1D ELECTION OF DIRECTOR: THEODORE F. CRAVER, JR. Mgmt For For
1E ELECTION OF DIRECTOR: CHARLES B. CURTIS Mgmt For For
1F ELECTION OF DIRECTOR: BRADFORD M. FREEMAN Mgmt For For
1G ELECTION OF DIRECTOR: LUIS G. NOGALES Mgmt For For
1H ELECTION OF DIRECTOR: RONALD L. OLSON Mgmt For For
1I ELECTION OF DIRECTOR: JAMES M. ROSSER Mgmt For For
1J ELECTION OF DIRECTOR: RICHARD T. SCHLOSBERG, Mgmt For For
III
1K ELECTION OF DIRECTOR: THOMAS C. SUTTON Mgmt For For
1L ELECTION OF DIRECTOR: BRETT WHITE Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt For For
04 ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY Mgmt 1 Year For
VOTE ON EXECUTIVE COMPENSATION
05 MANAGEMENT PROPOSAL TO APPROVE AN AMENDMENT Mgmt For For
TO THE EDISON INTERNATIONAL 2007 PERFORMANCE
INCENTIVE PLAN
--------------------------------------------------------------------------------------------------------------------------
ENEL ENTE NAZIONALE PER L'ENERGIA ELETTRICA SPA, ROMA Agenda Number: 702919309
--------------------------------------------------------------------------------------------------------------------------
Security: T3679P115
Meeting Type: MIX
Meeting Date: 29-Apr-2011
Ticker:
ISIN: IT0003128367
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 806416 DUE TO RECEIPT OF DIRECTORS' NAMES.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING
WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
O.1 Financial statements as of December 31, 2010. Mgmt For For
Reports of the Board of Directors, of the Board
of Statutory Auditors and of the External Auditors.
Related resolutions. Presentation of the consolidated
financial statements for the year ended December
31, 2010
O.2 Allocation of the net income of the year Mgmt For For
O.3 Determination of the number of the members of Mgmt For For
the Board of Directors
O.4 Determination of the term of the Board of Directors Mgmt For For
CMMT PLEASE NOTE THAT ALTHOUGH THERE ARE 2 SLATES Non-Voting No vote
TO BE ELECTED AS DIRECTORS, THERE IS ONLY 1
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 1 OF THE 2 SLATES.
THANK YOU.
O.5.1 The slate filed by the Italian Ministry of Economy Shr No vote
and Finance, which owns approximately 31.24%
of Enel SpA's share capital is composed of
the following candidates: 1. Mauro Miccio,
2. Paolo Andrea Colombo (nominated for the
Chairmanship), 3. Fulvio Conti, 4. Lorenzo
Codogno, 5. Fernando Napolitano and 6. Gianfranco
Tosi
O.5.2 The slate filed by a group of 19 mutual funds Shr For Against
and other institutional investors (1), which
together own approximately 0.98% of Enel SpA's
share capital is composed of the following
candidates: 1. Angelo Taraborrelli, 2. Alessandro
Banchi and 3. Pedro Solbes
O.6 Election of the Chairman of the Board of Directors Mgmt For For
O.7 Determination of the remuneration of the members Mgmt Against Against
of the Board of Directors
O.8 Appointment of the External Auditors for the Mgmt For For
period 2011-2019 and determination of the remuneration
E.1 Harmonization of the Bylaws with the provisions Mgmt For For
of: (a) Legislative Decree of January 27, 2010,
No. 27 concerning the participation to the
shareholders' meeting by electronic means;
amendment of article 11 of the Bylaws, and
(b) Regulation concerning the transactions
with related parties, adopted by Consob with
Resolution No. 17221 of March 12, 2010; amendment
of articles 13 and 20 of the Bylaws
--------------------------------------------------------------------------------------------------------------------------
ENI S P A Agenda Number: 702960065
--------------------------------------------------------------------------------------------------------------------------
Security: T3643A145
Meeting Type: OGM
Meeting Date: 05-May-2011
Ticker:
ISIN: IT0003132476
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 809585 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.
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO POSTPONEMENT Non-Voting No vote
OF MEETING DATE FROM 29 APR 2011 TO 05 MAY
2011. 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 Eni Financial Statements at December 31, 2010. Mgmt For For
Related deliberations. Eni consolidated Financial
Statements at December 31, 2010. Reports of
the Directors, of the Board of Statutory Auditors
and of the Audit Firm
2 Allocation of net profit Mgmt For For
3 Determination of the number of the Board of Mgmt For For
Directors' members
4 Determination of the Directors' term Mgmt For For
0 PLEASE NOTE THAT ALTHOUGH THERE ARE 2 SLATES Non-Voting No vote
OF CANDIDATES TO BE ELECTED AS DIRECTORS, THERE
IS ONLY 1 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 1 OF THE
2 SLATES. THANK YOU.
5.1 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr No vote
PROPOSAL: Appointment of the Directors: List
presented by Ministero dell'Economia e delle
Finanze holding 3.9% of company stock capital:
1. RECCHI Giuseppe (Chairman) 2. SCARONI Paolo
3. GATTO Carlo Cesare 4. MARCHIONI Paolo 5.
RESCA Mario 6. PETRI Roberto
5.2 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr For Against
PROPOSAL: Appointment of the Directors: List
presented by some Institutional Investors holding
0.903% of company stock capital: 1. PROFUMO
Alessandro 2. TARANTO Francesco 3. LORENZI
Alessandro
6 Appointment of the Chairman of the Board of Mgmt For For
Directors
7 Determination of the remuneration of the Chairman Mgmt Against Against
of the Board of Directors and of the Directors
0 PLEASE NOTE THAT ALTHOUGH THERE ARE 2 SLATES Non-Voting No vote
OF CANDIDATES TO BE ELECTED AS AUDITORS THERE
IS ONLY 1 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 1 OF THE
2 SLATES. THANK YOU.
8.1 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Appointment of the Statutory Auditors:
List presented by Ministero dell'Economia e
delle Finanze holding 3.9% of company stock
capital: Effective Internal Auditor: 1. FERRANTI
Roberto 2. FUMAGALLI Paolo 3. RIGHETTI Renato,
Alternate Internal Auditor: 1. BILOTTI Francesco
8.2 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr For Against
PROPOSAL: Appointment of the Statutory Auditors:
List presented by some Institutional Investors
holding 0.903% of company stock capital: Effective
Internal Auditor: 1. MARINELLI Ugo 2. GIORGIO
Silva, Alternate Internal Auditor: 1. LAURI
Maurizio 2. SPANO' Pierumberto
9 Appointment of the Chairman of the Board of Mgmt For For
Statutory Auditors
10 Determination of the remuneration of the Chairman Mgmt For For
of the Board of Statutory Auditors and of the
effective Statutory Auditors
11 Compensation of the Court of Auditors' Representative Mgmt For For
in charge of the financial monitoring of Eni
--------------------------------------------------------------------------------------------------------------------------
ENTERGY CORPORATION Agenda Number: 933395382
--------------------------------------------------------------------------------------------------------------------------
Security: 29364G103
Meeting Type: Annual
Meeting Date: 06-May-2011
Ticker: ETR
ISIN: US29364G1031
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: M.S. BATEMAN Mgmt For For
1B ELECTION OF DIRECTOR: G.W. EDWARDS Mgmt For For
1C ELECTION OF DIRECTOR: A.M. HERMAN Mgmt For For
1D ELECTION OF DIRECTOR: D.C. HINTZ Mgmt For For
1E ELECTION OF DIRECTOR: J.W. LEONARD Mgmt For For
1F ELECTION OF DIRECTOR: S.L. LEVENICK Mgmt For For
1G ELECTION OF DIRECTOR: B.L. LINCOLN Mgmt For For
1H ELECTION OF DIRECTOR: S.C. MYERS Mgmt For For
1I ELECTION OF DIRECTOR: W.A. PERCY, II Mgmt For For
1J ELECTION OF DIRECTOR: W.J. TAUZIN Mgmt For For
1K ELECTION OF DIRECTOR: S.V. WILKINSON Mgmt For For
02 RATIFICATION OF SELECTION OF DELOITTE & TOUCHE Mgmt For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
FOR 2011.
03 APPROVAL OF ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
04 RECOMMEND FREQUENCY ON ADVISORY VOTE ON EXECUTIVE Mgmt 1 Year For
COMPENSATION.
05 APPROVAL OF THE 2011 ENTERGY CORPORATION EQUITY Mgmt For For
OWNERSHIP AND LONG TERM CASH INCENTIVE PLAN.
--------------------------------------------------------------------------------------------------------------------------
FRANCE TELECOM SA, PARIS Agenda Number: 702903659
--------------------------------------------------------------------------------------------------------------------------
Security: F4113C103
Meeting Type: MIX
Meeting Date: 07-Jun-2011
Ticker:
ISIN: FR0000133308
--------------------------------------------------------------------------------------------------------------------------
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/2011/0404/201104041101037.pdf
AND https://balo.journal-officiel.gouv.fr/pdf/2011/0518/201105181102374.pdf
O.1 Approval of the annual corporate financial statements Mgmt For For
for the financial year ended on December 31,
2010
O.2 Approval of the consolidated financial statements Mgmt For For
for the financial year ended on December
31, 2010
O.3 Allocation of income for the financial year Mgmt For For
ended December 31, 2010 as reflected
in the annual financial statements
O.4 Agreements pursuant to article L.225-38 of the Mgmt For For
Commercial Code
O.5 Renewal of Mr. Bernard Dufau's term as Board Mgmt For For
Member
O.6 Appointment of Mrs. Helle Kristoffersen as Board Mgmt For For
Member
O.7 Appointment of Mrs. Muriel Penicaud as Board Mgmt For For
Member
O.8 Appointment of Mr. Jean-Michel Severino as Board Mgmt For For
Member
O.9 Authorization to be granted to the Board of Mgmt For For
Directors to purchase or transfer shares of
France Telecom
E.10 Delegation of authority to the Board of Directors Mgmt For For
to issue shares of the Company and securities
providing access to shares or the Company or
one of its subsidiaries, while maintaining
shareholders' preferential subscription rights
E.11 Delegation of authority to the Board of Directors Mgmt For For
to issue shares of the Company and securities
providing access to shares or the Company or
one of its subsidiaries, with cancellation
of shareholders' preferential subscription
rights in the context of a public offer
E.12 Delegation of authority to the Board of Directors Mgmt For For
to issue shares of the Company and securities
providing access to shares or the Company or
one of its subsidiaries, with cancellation
of shareholders' preferential subscription
rights in the context of an offer pursuant
to Article L.411-2, II of the Monetary and
Financial Code
E.13 Authorization to the Board of Directors, in Mgmt For For
the event of capital increase with or without
cancellation of shareholders' preferential
subscription rights to increase the number
of issuable securities
E.14 Delegation of authority to the Board of Directors Mgmt For For
to issue shares and securities providing
access to shares in the event of public exchange
offer initiated by the Company
E.15 Delegation of powers to the Board of Directors Mgmt For For
to issue shares and securities providing access
to shares, in consideration of in-kind contributions
granted to the Company and composed of equity
securities or securities providing access
to capital
E.16 Delegation of powers to the Board of Directors Mgmt For For
to issue shares reserved for persons who
signed a liquidity contract with the Company
as shareholders or holders of options to
subscribe for shares of Orange S.A
E.17 Delegation of powers to the Board of Directors Mgmt For For
to carry out the issuance gratis of liquidity
instruments on options reserved for holders
of options to subscribe for shares of the company
Orange S.A., who signed a liquidity contract
with the Company
E.18 Overall limitation of authorizations Mgmt For For
E.19 Delegation of authority to the Board of Directors Mgmt For For
to issue securities entitling to the
allotment of debt securities
E.20 Delegation of authority to the Board of Directors Mgmt For For
to increase capital of the Company by incorporation
of reserves, profits or premiums
E.21 Delegation of authority to the Board of Directors Mgmt For For
to carry out capital increases reserved
for members of savings plans
E.22 Authorization to the Board of Directors to reduce Mgmt For For
capital by cancellation of shares
E.23 Powers to accomplish all legal formalities Mgmt For For
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF ADDITIONAL URL 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.
--------------------------------------------------------------------------------------------------------------------------
GDF SUEZ, PARIS Agenda Number: 702967526
--------------------------------------------------------------------------------------------------------------------------
Security: F42768105
Meeting Type: MIX
Meeting Date: 02-May-2011
Ticker:
ISIN: FR0010208488
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 806203 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.
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 LINKS: https://balo.journal-officiel.gouv.fr/pdf/2011/0328/201103281100891.pdf
AND https://balo.journal-officiel.gouv.fr/pdf/2011/0413/201104131101250.pdf
O.1 Approval of transactions and annual financial Mgmt For For
statements for the financial year 2010
O.2 Approval of the consolidated financial statements Mgmt For For
for the financial year 2010
O.3 The shareholders' meeting approves the recommendations Mgmt For For
of the board of directors and resolves that
the income for the fiscal year be appropriated
as follows: income for the financial year ending
on December 31st 2010: EUR 857,580,006.00 retained
earnings at December 31st 2010: EUR 15,684,887,218.00
distributable total: EUR 16,542,467,224.00
net dividends paid for the fiscal year 2010:
EUR 3,353,576,920.00 net interim dividends
of EUR 0.83 per share paid on November 15th
2010: EUR 1,845,878,763.00to be set off against
the dividend of the fiscal year 2010 remainder
of the net dividends to be paid for the financial
year 2010: EUR 1,507,698,157.00 the total amount
of the net dividends paid for the financial
year 2010 i.e. EUR 3,353,576,920.00will be
deducted as follows: from the income from the
said fiscal year up to: EUR 857,580,006.00
and from the prior retaining earnings up to:
EUR 2,495,996,914.00 the shareholders' meeting
reminds that a net interim dividend of EUR
0.83 per share was already paid on November
15th 2010. The net remaining dividend of EUR
0.67 per share will be paid in cash on may
9th 2011, and will entitle natural persons
to the 40 per cent allowance. In the event
that the company holds some of its own shares
on such date, the amount of the unpaid dividend
on such shares shall be allocated to the other
reserves account. as required by law, it is
reminded that, for the last three financial
years, the dividends paid, were as follows:
EUR 1.26 for fiscal year 2007, EUR 2.20 for
fiscal year 2008, EUR 1.47 for fiscal year
2009
O.4 Approval of the regulated Agreements pursuant Mgmt For For
to Article L. 225-38 of the Commercial Code
O.5 Authorization to be granted to the Board of Mgmt For For
Directors to trade the Company's shares
O.6 Renewal of Mr. Albert Frere's term as Board Mgmt Against Against
member
O.7 Renewal of Mr. Edmond Alphandery's term as Board Mgmt For For
member
O.8 Renewal of Mr. Aldo Cardoso's term as Board Mgmt For For
member
O.9 Renewal of Mr. Rene Carron's term as Board member Mgmt For For
O.10 Renewal of Mr. Thierry de Rudder's term as Board Mgmt For For
member
O.11 Appointment of Mrs. Francoise Malrieu as Board Mgmt For For
member
O.12 Ratification of transfer of the registered office Mgmt For For
E.13 Delegation of authority to the Board of Directors Mgmt For For
to decide to increase share capital by issuing
shares with cancellation of preferential subscription
rights in favor of employees participating
in GDF SUEZ Group savings plans
E.14 Delegation of authority to the Board of Directors Mgmt For For
to decide to increase share capital with cancellation
of preferential subscription rights in favor
of all entities created in connection with
the implementation of GDF SUEZ Group international
employees stock ownership plan
E.15 Authorization to be granted to the Board of Mgmt For For
Directors to carry out free allocation of shares
in favor of employees and/or corporate officers
of the Company and/or Group companies
E.16 Powers to execute General Meeting's decisions Mgmt For For
and for formalities
A PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Amendment of Resolution 3 that will
be presented by the Board of Directors at the
Combined General Meeting of May 2, 2011: Decision
to set the amount of dividends for the financial
year 2010 at EUR 0.83 per share, including
the partial payment of EUR 0.83 per share already
paid on November 15, 2010, instead of the dividend
proposed under the third resolution
--------------------------------------------------------------------------------------------------------------------------
HEWLETT-PACKARD COMPANY Agenda Number: 933369820
--------------------------------------------------------------------------------------------------------------------------
Security: 428236103
Meeting Type: Annual
Meeting Date: 23-Mar-2011
Ticker: HPQ
ISIN: US4282361033
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: M.L. ANDREESSEN Mgmt For For
1B ELECTION OF DIRECTOR: L. APOTHEKER Mgmt For For
1C ELECTION OF DIRECTOR: L.T. BABBIO, JR. Mgmt Against Against
1D ELECTION OF DIRECTOR: S.M. BALDAUF Mgmt Against Against
1E ELECTION OF DIRECTOR: S. BANERJI Mgmt For For
1F ELECTION OF DIRECTOR: R.L. GUPTA Mgmt For For
1G ELECTION OF DIRECTOR: J.H. HAMMERGREN Mgmt For For
1H ELECTION OF DIRECTOR: R.J. LANE Mgmt For For
1I ELECTION OF DIRECTOR: G.M. REINER Mgmt For For
1J ELECTION OF DIRECTOR: P.F. RUSSO Mgmt For For
1K ELECTION OF DIRECTOR: D. SENEQUIER Mgmt For For
1L ELECTION OF DIRECTOR: G.K. THOMPSON Mgmt Against Against
1M ELECTION OF DIRECTOR: M.C. WHITMAN Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING OCTOBER 31, 2011.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt Against Against
04 ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE Mgmt 1 Year For
ADVISORY VOTES ON EXECUTIVE COMPENSATION.
05 APPROVAL OF THE HEWLETT-PACKARD COMPANY 2011 Mgmt For For
EMPLOYEE STOCK PURCHASE PLAN.
06 APPROVAL OF AN AMENDMENT TO THE HEWLETT-PACKARD Mgmt For For
COMPANY 2005 PAY-FOR-RESULTS PLAN TO EXTEND
THE TERM OF THE PLAN.
--------------------------------------------------------------------------------------------------------------------------
HUANENG POWER INTERNATIONAL INC, BEIJING Agenda Number: 702559646
--------------------------------------------------------------------------------------------------------------------------
Security: Y3744A105
Meeting Type: CLS
Meeting Date: 10-Sep-2010
Ticker:
ISIN: CNE1000006Z4
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
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/20100726/LTN20100726636.pdf
PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting No vote
VOTE 'IN FAVOR' OR 'AGAINST' FOR THE BELOW
RESOLUTIONS. THANK YOU.
S.1.1 Approve the Class of shares and nominal value Mgmt For For
per share, in relation to the Revised Proposal
Regarding the New 'A' Shares Issue and the
New 'H' Share Issue
S.1.2 Approve the Method of issuance, in relation Mgmt For For
to the New A Share Issue and the New H Share
Issue by the Company
S.1.3 Approve the Target subscribers, in relation Mgmt For For
to the New A Share Issue and the New H Share
Issue by the Company
S.1.4 Approve the Method of subscription, in relation Mgmt For For
to the New A Share Issue and the New H Share
Issue by the Company
S.1.5 Approve the Number of shares to be issued, in Mgmt For For
relation to the New A Share Issue and the New
H Share Issue by the Company
S.1.6 Approve the Price determinate date, in relation Mgmt For For
to the New A Share Issue and the New H Share
Issue by the Company
S.1.7 Approve the Subscription price, in relation Mgmt For For
to the New A Share Issue and the New H Share
Issue by the Company
S.1.8 Approve the Adjustment to the number of shares Mgmt For For
to be issued and the subscription price, in
relation to the New A Share Issue and the New
H Share Issue by the Company
S.1.9 Approve the Lock-up period(s), in relation to Mgmt For For
the New A Share Issue and the New H Share Issue
by the Company
S1.10 Approve the Listing of shares, in relation to Mgmt For For
the New A Share Issue and the New H Share Issue
by the Company
S1.11 Approve the Use of proceeds, in relation to Mgmt For For
the New A Share Issue and the New H Share Issue
by the Company
S1.12 Approve the Arrangement regarding the accumulated Mgmt For For
undistributed earnings, in relation to the
New A Share Issue and the New H Share Issue
by the Company
S1.13 Approve the relationship between the New A Share Mgmt For For
Issue and the New H Share Issue, in relation
to the New A Share Issue and the New H Share
Issue by the Company
S1.14 Approve the Validity period of these resolutions, Mgmt For For
in relation to the New A Share Issue and the
New H Share Issue by the Company
s.2 Approve the signing of the Supplemental Agreements Mgmt For For
to the Subscription Agreements with designated
investors
PLEASE NOTE THAT THIS IS A REVISION DUE TO CORRECTION Non-Voting No vote
OF THE TEXT IN RESOLUTION S.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.
--------------------------------------------------------------------------------------------------------------------------
HUANENG POWER INTERNATIONAL INC, BEIJING Agenda Number: 702559280
--------------------------------------------------------------------------------------------------------------------------
Security: Y3744A105
Meeting Type: EGM
Meeting Date: 10-Sep-2010
Ticker:
ISIN: CNE1000006Z4
--------------------------------------------------------------------------------------------------------------------------
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/20100726/LTN20100726624.pdf
CMMT PLEASE NOTE THAT THE SHAREHOLDERS ARE ALLOWED Non-Voting No vote
TO VOTE 'IN FAVOR' OR 'AGAINST' FOR ALL RESOLUTIONS.
THANK YOU.
S1.1 Approve the class of shares and nominal value Mgmt For For
per share, in relation to the Revised Proposal
Regarding the New A Share Issue and the New
H Share Issue
S1.2 Approve the method of issuance, in relation Mgmt For For
to the Revised Proposal Regarding the New A
Share Issue and the New H Share Issue
S1.3 Approve the target subscribers, in relation Mgmt For For
to the Revised Proposal Regarding the New A
Share Issue and the New H Share Issue
S1.4 Approve the method of subscription, in relation Mgmt For For
to the Revised Proposal Regarding the
New A Share Issue and the New H Share Issue
S1.5 Approve the number of shares to be issued, in Mgmt For For
relation to the Revised Proposal Regarding
the New A Share Issue and the New H Share Issue
S1.6 Approve the price determinate date, in relation Mgmt For For
to the Revised Proposal Regarding the
New A Share Issue and the New H Share Issue
S1.7 Approve the subscription price, in relation Mgmt For For
to the Revised Proposal Regarding the New A
Share Issue and the New H Share Issue
S1.8 Approve the adjustment to the number of shares Mgmt For For
to be issued and the subscription
price, in relation to the Revised Proposal
Regarding the New A Share Issue and the New
H Share Issue
S1.9 Approve the lock-up period(s), in relation to Mgmt For For
the Revised Proposal Regarding the New A Share
Issue and the New H Share Issue
S1.10 Approve the listing of shares, in relation to Mgmt For For
the Revised Proposal Regarding the New A Share
Issue and the New H Share Issue
S1.11 Approve the use of proceeds, in relation to Mgmt For For
the Revised Proposal Regarding the New A
Share Issue and the New H Share Issue
S1.12 Approve the arrangement regarding the accumulated Mgmt For For
undistributed earnings, in relation to the
Revised Proposal Regarding the New A Share
Issue and the New H Share Issue
S1.13 Approve the relationship between the New A Share Mgmt For For
Issue and the New H Share Issue, in relation
to the Revised Proposal Regarding the New A
Share Issue and the New H Share Issue
S1.14 Approve the validity period of these resolutions, Mgmt For For
in relation to the Revised Proposal Regarding
the New A Share Issue and the New H Share Issue
S.2 Approve the resolution regarding the signing Mgmt For For
of the Supplemental Agreements to the Subscription
Agreements with designated investors
3 Approve the resolution that the Company meets Mgmt For For
with the conditions for the New A Share Issue
S.4 Approve the resolution regarding the general Mgmt For For
authorization from the general meeting to
the Board of Directors to process all related
matters incidental to the Revised Proposal
Regarding the New A Share Issue and the New
H Share Issue
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.
--------------------------------------------------------------------------------------------------------------------------
IMPERIAL TOB GROUP PLC Agenda Number: 702732721
--------------------------------------------------------------------------------------------------------------------------
Security: G4721W102
Meeting Type: AGM
Meeting Date: 02-Feb-2011
Ticker:
ISIN: GB0004544929
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Report and Accounts Mgmt For For
2 Directors Remuneration Report Mgmt For For
3 To declare a final dividend Mgmt For For
4 To re-elect Dr. K.M. Burnett Mgmt For For
5 To re-elect Mrs. A.J. Cooper Mgmt For For
6 To re-elect Mr. R. Dyrbus Mgmt For For
7 To re-elect Mr. M.H.C. Herlihy Mgmt For For
8 To re-elect Dr. P.H. Jungels Mgmt For For
9 To re-elect Ms. S.E. Murray Mgmt For For
10 To re-elect Mr. I.J.G Napier Mgmt For For
11 To re-elect Mr. B. Setrakian Mgmt For For
12 To re-elect Mr. M.D. Williamson Mgmt For For
13 Reappointment of Auditors Mgmt For For
14 Remuneration of Auditors Mgmt For For
15 Donations to political organisations Mgmt For For
16 Sharesave plan renewal Mgmt For For
17 Authority to allot securities Mgmt For For
18 Disapplication of pre emption rights Mgmt For For
19 Purchase of own shares Mgmt For For
20 Notice period for general meetings Mgmt For For
21 Articles of Association Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL BUSINESS MACHINES CORP. Agenda Number: 933380381
--------------------------------------------------------------------------------------------------------------------------
Security: 459200101
Meeting Type: Annual
Meeting Date: 26-Apr-2011
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: W.R. BRODY Mgmt For For
1C ELECTION OF DIRECTOR: K.I. CHENAULT Mgmt For For
1D ELECTION OF DIRECTOR: M.L. ESKEW Mgmt For For
1E ELECTION OF DIRECTOR: S.A. JACKSON Mgmt For For
1F ELECTION OF DIRECTOR: A.N. LIVERIS Mgmt For For
1G ELECTION OF DIRECTOR: W.J. MCNERNEY, JR. Mgmt For For
1H ELECTION OF DIRECTOR: J.W. OWENS Mgmt For For
1I ELECTION OF DIRECTOR: S.J. PALMISANO Mgmt For For
1J ELECTION OF DIRECTOR: J.E. SPERO Mgmt For For
1K ELECTION OF DIRECTOR: S. TAUREL Mgmt For For
1L ELECTION OF DIRECTOR: L.H. ZAMBRANO Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM (PAGE 71)
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION (PAGE Mgmt For For
72)
04 ADVISORY VOTE REGARDING FREQUENCY OF ADVISORY Mgmt 1 Year Against
VOTE ON EXECUTIVE COMPENSATION (PAGE 73)
05 STOCKHOLDER PROPOSAL ON CUMULATIVE VOTING (PAGE Shr Against For
74)
06 STOCKHOLDER PROPOSAL TO REVIEW POLITICAL CONTRIBUTIONS Shr Against For
POLICY (PAGES 74-75)
07 STOCKHOLDER PROPOSAL ON LOBBYING (PAGES 75-76) Shr Against For
--------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL PWR PLC Agenda Number: 702712781
--------------------------------------------------------------------------------------------------------------------------
Security: G4890M109
Meeting Type: AGM
Meeting Date: 16-Dec-2010
Ticker:
ISIN: GB0006320161
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To: a) approve the combination of the Company Mgmt For For
and GDF SUEZ Energy International
and to authorize the Board of the Company to
take all steps necessary or desirable to
implement the combination; and b) authorize
the Board of the Company to allot the new
ordinary shares to be issued pursuant to
the terms of the combination
2 To approve the grant by the Panel on Takeovers Mgmt For For
and Mergers of a Rule 9 waiver
--------------------------------------------------------------------------------------------------------------------------
L'AIR LIQUIDE, PARIS Agenda Number: 702799973
--------------------------------------------------------------------------------------------------------------------------
Security: F01764103
Meeting Type: MIX
Meeting Date: 04-May-2011
Ticker:
ISIN: FR0000120073
--------------------------------------------------------------------------------------------------------------------------
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/2011/0218/201102181100333.pdf
AND https://balo.journal-officiel.gouv.fr/pdf/2011/0318/201103181100697.pdf
O.1 Approval of the corporate financial statements Mgmt For For
for the financial year 2010
O.2 Approval of the consolidated financial statements Mgmt For For
for the financial year 2010
O.3 Allocation of income for the financial year Mgmt For For
2010; setting the dividend
O.4 Authorization granted for 18 months to the Board Mgmt For For
of Directors to allow the Company to trade
its own shares
O.5 Renewal of Mr. Gerard de La Martiniere's term Mgmt For For
as Board member
O.6 Renewal of Mr. Cornelis van Lede's term as Board Mgmt Against Against
member
O.7 Appointment of Mrs. Sian Herbert-Jones as Board Mgmt For For
member
O.8 Approval of the Agreement pursuant to Articles Mgmt For For
L. 225-38 et seq. of the Commercial Code
and approval of the Statutory Auditors' special
report relating to Air Liquide International
O.9 Setting the amount of attendance allowances Mgmt For For
E.10 Authorization granted for 24 months to the Board Mgmt For For
of Directors to reduce the capital by cancellation
of treasury shares
E.11 Approval of a partial asset contribution Agreement Mgmt For For
subject to the system of divisions granted
by the Company to its subsidiary Air Liquide
France Industrie for its activity of
supply and marketing industrial gases
E.12 Approval of a partial asset contribution Agreement Mgmt For For
subject to the system of divisions granted
by the Company to its subsidiary Air Liquide
Advanced Technologies responsible for
designing and manufacturing equipment in space,
aeronautics and cryogenics fields
E.13 Approval of a partial asset contribution Agreement Mgmt For For
subject to the system of divisions granted
by the Company to its subsidiary Cryopal responsible
for manufacturing and marketing cryogenic
containers
E.14 Approval of partial asset contribution Agreement Mgmt For For
subject to the system of divisions granted
by the Company to its subsidiary Air Liquide
Engineering responsible for technical expertise
activities conducted at the Blanc-Mesnil site
E.15 Approval of a partial asset contribution Agreement Mgmt For For
subject to the system of divisions granted
by the Company to its subsidiary Air Liquide
Services responsible for development,
installation and operation of industrial
information systems
E.16 Delegation of authority granted for 18 months Mgmt Against Against
to the Board of Directors to carry out free
issuance of share subscription warrants in
the event of public offer involving the Company
E.17 Delegation of authority granted for 26 months Mgmt For For
to the Board of Directors to increase the
share capital by issuing ordinary shares or
securities giving access, immediately and/or
in the future to the capital of the Company
with preferential subscription rights of
shareholders for a maximum amount of 390 million
Euros in nominal
E.18 Authorization granted for 26 months to the Board Mgmt For For
of Directors to increase the amount of issuances
of shares or securities in the event of surplus
demands
E.19 Delegation of authority granted for 26 months Mgmt For For
to the Board of Directors to carry out capital
increases reserved for members of a company
savings plan or group savings plan
E.20 Delegation of authority granted for 18 months Mgmt For For
to the Board of Directors to carry out capital
increases reserved for a category of beneficiaries
O.21 Powers to accomplish the formalities Mgmt For For
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF ADDITIONAL URL 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.
--------------------------------------------------------------------------------------------------------------------------
MAN GROUP PLC, LONDON Agenda Number: 702511420
--------------------------------------------------------------------------------------------------------------------------
Security: G5790V156
Meeting Type: AGM
Meeting Date: 08-Jul-2010
Ticker:
ISIN: GB00B28KQ186
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the Directors' and Auditors' reports Mgmt For For
and the financial statements for the YE 31
MAR 2010
2 Approve the remuneration report for the YE 31 Mgmt For For
MAR 2010
3 Declare a final dividend of 17.20 pence per Mgmt For For
ordinary share giving a total dividend
of 29.09 pence per ordinary share for the year
4 Appointment of Ruud Hendriks as a Director of Mgmt For For
the Company
5 Appointment of Frederic Jolly as a Director Mgmt For For
of the Company
6 Re-appoint Alison Carnwath as a Director of Mgmt For For
the Company
7 Re-appoint Kevin Hayes as a Director of the Mgmt For For
Company
8 Re-appoint Patrick O'Sullivan as a Director Mgmt For For
of the Company
9 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
10 Authorize the Directors to determine the remuneration Mgmt For For
of the Auditors
11 Authorize the Directors of the Company, in substitution Mgmt For For
for all existing authorities and without
prejudice to previous allotments, offers or
agreements made under such authorities,
in accordance with Section 551 of the Companies
Act 2006 to exercise all the powers of the
Company to: a allot shares as defined
in Section 540 of the Companies Act 2006 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 USD 19,569,781; and b allot
equity securities as defined in Section 560
of the Companies Act 2006 up to an aggregate
nominal amount of USD 39,139,561 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 CONTD
CONT CONTD Company granted under Paragraph a of Non-Voting No vote
this Resolution 11 , 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 defined in Section
560 1 of the Companies Act 2006 , 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; CONTD
CONT CONTD Authority expires at the conclusion of Non-Voting No vote
the next AGM of the Company or on 07 JAN 2012
; and the Directors may allot shares or grant
rights after the expiry of this authority in
pursuance of such an offer or agreement made
prior to such expiry
S.12 Authorize the Directors, in substitution for Mgmt For For
all existing authorities and without prejudice
to previous allotments, offers or agreements
made under such powers, and subject to
the passing of Resolution 11, pursuant to Section
570 of the Companies Act 2006, to allot equity
securities as defined in Section 560
of the Companies Act 2006 for cash pursuant
to the general authorities conferred
by Resolution 11 and/or where the allotment
constitutes an allotment of equity securities
by virtue of Section 560 3 of the
Companies Act 2006, in each case free of the
restriction in Section 561 of the Companies
Act 2006, 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 CONTD
CONT CONTD by Paragraph b of resolution 11, such Non-Voting No vote
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;
and ii to holders of other equity securities
as defined in Section 560 1 of the Companies
Act 2006 , as required by the rights
of those securities or, subject to such rights,
as 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
CONTD
CONT CONTD or any other matter; and b the allotment Non-Voting No vote
of equity securities pursuant to the
authority granted by Paragraph b of Resolution
11 and/or an allotment which constitutes an
allotment of equity securities by virtue of
Section 560 3 of the Companies Act 2006
in each case, otherwise than in the circumstances
set out in Paragraph a of this Resolution
12 up to an aggregate nominal amount
of USD 2,935,467; Authority expires the earlier
of the conclusion of the next AGM of the Company
or 30 SEP 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.13 Authorize the Company, in substitution for all Mgmt For For
existing authorities, pursuant to Section 701
of the Companies Act 2006 to make one or more
market purchases (within the meaning of Section
693(4) of the Companies Act 2006) on the
London Stock Exchange of ordinary shares
of 3 3/7 US cents each ("ordinary shares")
provided that: (a) the maximum aggregate number
of ordinary shares that may be purchased
is 171,234,154; (b) the minimum price (exclusive
of expenses) which may be paid for an ordinary
share is 3 3/7 US cents (calculated
on the basis of the spot rate of exchange in
London (as derived from Reuters) for the
purchase of US dollars with Sterling at 6.00
pm on the day before the relevant purchase)
per ordinary share; (c) the maximum price
(exclusive of expenses) which may be paid
for each CONTD
CONT CONTD ordinary share is the higher of: (i) 105% Non-Voting No vote
of the average market value of an ordinary
share in the Company for the five business
days prior to the day the purchase is made;
and (ii) 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
at the conclusion of the next AGM of the Company
or on 07 JAN 2012 ; the Company, before
the expiry, may make a contract to purchase
ordinary shares which will or may be executed
wholly or partly after such expiry
S.14 Authorize the Directors to call general meetings Mgmt For For
of the Company other than AGMs 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.15 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 the provisions
of the Company's Articles of Association;
and the Articles of Association as specified
be adopted as the Articles of Association of
the Company, in substitution for, and
to the exclusion of, the existing Articles
of Association of the Company
16 Approve, that the Company's proposed new Man Mgmt For For
Group 2010 Sharesave Shceme ("the Sharesave
Scheme"), the rules of which are produced to
the meeting as specified and authorize the
Directors to do all acts and things as they
may consider necessary to adopt and operate
the Sharesave Scheme, including making
such amendments as may be necessary to obtain
the approval of HM Revenue and Customs
and/or such other amendments as the Directors
may consider necessary or desirable;
and to establish such schedules to the
Sharesave Scheme (or further Scheme) for
the benefit of employees overseas, to take
account of local tax exchange control or securities
laws outside the United Kingdom as they in
their absolute discretion deem necessary or
appropriate, provided that any shares
made available under such schedules or other
Schemes must be CONTD
CONT CONTD treated as counting against the relevant Non-Voting No vote
individual or overall dilution limits in the
Sharesave Scheme
--------------------------------------------------------------------------------------------------------------------------
MAN GROUP PLC, LONDON Agenda Number: 702568532
--------------------------------------------------------------------------------------------------------------------------
Security: G5790V156
Meeting Type: EGM
Meeting Date: 01-Sep-2010
Ticker:
ISIN: GB00B28KQ186
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Approve the proposed acquisition of GLG Partners, Mgmt For For
Inc by the Company and authorize the Directors
of the Company to implement the proposed acquisition
--------------------------------------------------------------------------------------------------------------------------
MARATHON OIL CORPORATION Agenda Number: 933383907
--------------------------------------------------------------------------------------------------------------------------
Security: 565849106
Meeting Type: Annual
Meeting Date: 27-Apr-2011
Ticker: MRO
ISIN: US5658491064
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: GREGORY H. BOYCE Mgmt Against Against
1B ELECTION OF DIRECTOR: PIERRE BRONDEAU Mgmt For For
1C ELECTION OF DIRECTOR: CLARENCE P. CAZALOT, JR. Mgmt Against Against
1D ELECTION OF DIRECTOR: DAVID A. DABERKO Mgmt Against Against
1E ELECTION OF DIRECTOR: WILLIAM L. DAVIS Mgmt Against Against
1F ELECTION OF DIRECTOR: SHIRLEY ANN JACKSON Mgmt Against Against
1G ELECTION OF DIRECTOR: PHILIP LADER Mgmt Against Against
1H ELECTION OF DIRECTOR: CHARLES R. LEE Mgmt Against Against
1I ELECTION OF DIRECTOR: MICHAEL E.J. PHELPS Mgmt Against Against
1J ELECTION OF DIRECTOR: DENNIS H. REILLEY Mgmt Against Against
1K ELECTION OF DIRECTOR: SETH E. SCHOFIELD Mgmt Against Against
1L ELECTION OF DIRECTOR: JOHN W. SNOW Mgmt Against Against
1M ELECTION OF DIRECTOR: THOMAS J. USHER Mgmt Against Against
02 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS OUR INDEPENDENT AUDITOR FOR 2011.
03 BOARD PROPOSAL TO AMEND OUR BY-LAWS TO LOWER Mgmt Against Against
THE THRESHOLD FOR STOCKHOLDERS TO CALL SPECIAL
MEETINGS.
04 BOARD PROPOSAL FOR A NON-BINDING ADVISORY VOTE Mgmt Against Against
ON OUR EXECUTIVE COMPENSATION.
05 BOARD PROPOSAL TO SELECT THE DESIRED FREQUENCY Mgmt 1 Year For
OF NON-BINDING ADVISORY VOTES ON EXECUTIVE
COMPENSATION.
06 STOCKHOLDER PROPOSAL SEEKING A SAFETY REPORT Shr Against For
OUTLINING THE COMPANY'S STEPS TO REDUCE THE
RISK OF ACCIDENTS.
--------------------------------------------------------------------------------------------------------------------------
MARINE HARVEST ASA Agenda Number: 702556361
--------------------------------------------------------------------------------------------------------------------------
Security: R2326D105
Meeting Type: EGM
Meeting Date: 23-Aug-2010
Ticker:
ISIN: NO0003054108
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
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 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 Election of a Chairperson to preside over the Mgmt For For
meeting and an individual to sign the minutes
of the meeting together with the elected Chairperson
2 Approve the notice and agenda Mgmt For For
3 Approve that a dividend in the amount of NOK Mgmt For For
0.20 per share shall be paid out to all shareholders
on record in the Company's shareholder register
on 23 AUG 2010; the dividend will be charged
against the Company's other equity
according to the Company's balance sheet as
of 31 DEC 2009; that the dividend will be paid
out on 02 SEP 2010; and that the Company's
shares shall be listed exclusive of dividends
on and inclusive of 24 AUG 2010
--------------------------------------------------------------------------------------------------------------------------
MASTERCARD INCORPORATED Agenda Number: 933315586
--------------------------------------------------------------------------------------------------------------------------
Security: 57636Q104
Meeting Type: Annual
Meeting Date: 21-Sep-2010
Ticker: MA
ISIN: US57636Q1040
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A AMEND AND RESTATE THE COMPANY'S CURRENT CERTIFICATE Mgmt For For
OF INCORPORATION TO DECLASSIFY THE BOARD OF
DIRECTORS IN PHASES AND EFFECT RELATED CHANGES
IN DIRECTOR VACANCY AND REMOVAL PROCEDURES.
1B AMEND AND RESTATE THE COMPANY'S CURRENT CERTIFICATE Mgmt For For
OF INCORPORATION TO ELIMINATE A SUPERMAJORITY
VOTING REQUIREMENT FOR AMENDING THE COMPANY'S
CERTIFICATE OF INCORPORATION.
1C AMEND AND RESTATE THE COMPANY'S CURRENT CERTIFICATE Mgmt For For
OF INCORPORATION TO REVISE REQUIREMENTS APPLICABLE
TO THE COMPOSITION OF THE BOARD OF DIRECTORS.
1D AMEND AND RESTATE THE COMPANY'S CURRENT CERTIFICATE Mgmt For For
OF INCORPORATION TO REVISE REQUIREMENTS APPLICABLE
TO THE OWNERSHIP OF THE COMPANY'S STOCK AND
DELETE RELATED OBSOLETE PROVISIONS.
02 APPROVAL OF THE ADJOURNMENT OF THE ANNUAL MEETING, Mgmt For For
IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL
PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO
APPROVE EACH OF THE PROPOSALS COMPRISING PROPOSAL
1 AT THE TIME OF THE ANNUAL MEETING.
03 DIRECTOR
NANCY J. KARCH Mgmt For For
J.O. REYES LAGUNES Mgmt For For
EDWARD SUNING TIAN Mgmt For For
SILVIO BARZI Mgmt For For
04 RE-APPROVAL OF THE COMPANY'S SENIOR EXECUTIVE Mgmt For For
ANNUAL INCENTIVE COMPENSATION PLAN.
05 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE COMPANY FOR 2010.
--------------------------------------------------------------------------------------------------------------------------
MCDONALD'S CORPORATION Agenda Number: 933410297
--------------------------------------------------------------------------------------------------------------------------
Security: 580135101
Meeting Type: Annual
Meeting Date: 19-May-2011
Ticker: MCD
ISIN: US5801351017
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: SUSAN E. ARNOLD Mgmt For For
1B ELECTION OF DIRECTOR: RICHARD H. LENNY Mgmt For For
1C ELECTION OF DIRECTOR: CARY D. MCMILLAN Mgmt For For
1D ELECTION OF DIRECTOR: SHEILA A. PENROSE Mgmt For For
1E ELECTION OF DIRECTOR: JAMES A. SKINNER Mgmt For For
02 ADVISORY VOTE ON THE APPROVAL OF THE APPOINTMENT Mgmt For For
OF AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM TO SERVE AS INDEPENDENT AUDITORS FOR 2011.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year For
VOTES ON EXECUTIVE COMPENSATION.
05 ELIMINATE SUPER-MAJORITY VOTING REQUIREMENTS Mgmt For For
IN ARTICLE TWELFTH OF OUR RESTATED CERTIFICATE
OF INCORPORATION BY REPEALING SUCH ARTICLE
(TRANSACTIONS WITH INTERESTED SHAREHOLDERS).
06 ELIMINATE SUPER-MAJORITY VOTING REQUIREMENTS Mgmt For For
IN ARTICLE THIRTEENTH OF OUR RESTATED CERTIFICATE
OF INCORPORATION (BOARD OF DIRECTORS).
07 ELIMINATE SUPER-MAJORITY VOTING REQUIREMENT Mgmt For For
IN ARTICLE FOURTEENTH OF OUR RESTATED CERTIFICATE
OF INCORPORATION (SHAREHOLDER ACTION).
08 ADVISORY VOTE ON SHAREHOLDER PROPOSAL RELATING Shr For Against
TO CLASSIFIED BOARD.
09 ADVISORY VOTE ON SHAREHOLDER PROPOSAL RELATING Shr Against For
TO THE USE OF CONTROLLED ATMOSPHERE STUNNING.
10 ADVISORY VOTE ON SHAREHOLDER PROPOSAL RELATING Shr Against For
TO A REPORT ON CHILDREN'S NUTRITION.
11 ADVISORY VOTE ON SHAREHOLDER PROPOSAL RELATING Shr Against For
TO BEVERAGE CONTAINERS.
--------------------------------------------------------------------------------------------------------------------------
METLIFE, INC. Agenda Number: 933398883
--------------------------------------------------------------------------------------------------------------------------
Security: 59156R108
Meeting Type: Annual
Meeting Date: 26-Apr-2011
Ticker: MET
ISIN: US59156R1086
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
STEVEN A. KANDARIAN* Mgmt For For
SYLVIA MATHEWS BURWELL# Mgmt For For
EDUARDO CASTRO-WRIGHT# Mgmt For For
CHERYL W. GRISE# Mgmt For For
LULU C. WANG# Mgmt For For
02 PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION Mgmt For For
TO DECLASSIFY THE BOARD OF DIRECTORS
03 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2011
04 ADVISORY VOTE TO APPROVE THE COMPENSATION PAID Mgmt For For
TO THE COMPANY'S NAMED EXECUTIVE OFFICERS
05 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year For
VOTES TO APPROVE THE COMPENSATION PAID TO THE
COMPANY'S NAMED EXECUTIVE OFFICERS
--------------------------------------------------------------------------------------------------------------------------
MICROSOFT CORPORATION Agenda Number: 933331011
--------------------------------------------------------------------------------------------------------------------------
Security: 594918104
Meeting Type: Annual
Meeting Date: 16-Nov-2010
Ticker: MSFT
ISIN: US5949181045
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 ELECTION OF DIRECTOR: STEVEN A. BALLMER Mgmt For For
02 ELECTION OF DIRECTOR: DINA DUBLON Mgmt For For
03 ELECTION OF DIRECTOR: WILLIAM H. GATES III 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 M. 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 SHAREHOLDER PROPOSAL - ESTABLISHMENT OF BOARD Shr Against For
COMMITTEE ON ENVIRONMENTAL SUSTAINABILITY
--------------------------------------------------------------------------------------------------------------------------
NATIONAL GRID PLC, LONDON Agenda Number: 702493177
--------------------------------------------------------------------------------------------------------------------------
Security: G6375K151
Meeting Type: AGM
Meeting Date: 26-Jul-2010
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 Mgmt For For
4 Re-elect Steve Holliday Mgmt For For
5 Re-elect Ken Harvey Mgmt For For
6 Re-elect Steve Lucas Mgmt For For
7 Re-elect Stephen Pettit Mgmt For For
8 Re-elect Nick Winser Mgmt For For
9 Re-elect George Rose Mgmt For For
10 Re-elect Tom King Mgmt For For
11 Re-elect Maria Richter Mgmt For For
12 Re-elect John Allan Mgmt For For
13 Re-elect Linda Adamany Mgmt For For
14 Re-elect Mark Fairbairn Mgmt For For
15 Re-elect Philip Aiken Mgmt For For
16 Re-appoint PricewaterhouseCoopers LLP as the Mgmt For For
Auditors
17 Authorize the Directors to set the Auditors' Mgmt For For
remuneration
18 Approve the Directors remuneration report Mgmt For For
19 Authorize the Directors to allot ordinary shares Mgmt For For
S.20 Approve to disapply pre-emptive rights Mgmt For For
S.21 Authorize the Company to purchase its own ordinary Mgmt For For
shares
S.22 Authorize the Directors to hold general meetings Mgmt For For
on 14 clear days' notice
--------------------------------------------------------------------------------------------------------------------------
NESTLE S A Agenda Number: 702847596
--------------------------------------------------------------------------------------------------------------------------
Security: H57312649
Meeting Type: AGM
Meeting Date: 14-Apr-2011
Ticker:
ISIN: CH0038863350
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 799253 DUE TO DELETION OF RESOLUTION. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
CMMT 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.
CMMT PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No vote
MEETING NOTICE SENT UNDER MEETING 741313, 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 Approval of the annual report, the financial Mgmt No vote
statements of Nestle S.A. and the consolidated
financial statements of the Nestle group for
2010
1.2 Acceptance of the Compensation Report 2010 (advisory Mgmt No vote
vote)
2 Release of the members of the Board of Directors Mgmt No vote
and of the Management
3 Appropriation of profits resulting from the Mgmt No vote
balance sheet of Nestle S.A.
4.1.1 Re-election to the Board of Directors: Mr. Paul Mgmt No vote
Bulcke
4.1.2 Re-election to the Board of Directors: Mr. Andreas Mgmt No vote
Koopmann
4.1.3 Re-election to the Board of Directors: Mr. Rolf Mgmt No vote
Hanggi
4.1.4 Re-election to the Board of Directors: Mr. Jean-Pierre Mgmt No vote
Meyers
4.1.5 Re-election to the Board of Directors: Mrs. Mgmt No vote
Naina Lal Kidwai
4.1.6 Re-election to the Board of Directors: Mr. Beat Mgmt No vote
Hess
4.2 Election to the Board of Directors: Ms. Ann Mgmt No vote
Veneman (for a term of three years)
4.3 Re-election of the statutory auditors: KPMG Mgmt No vote
S.A., Geneva branch (for a term of one year)
5 Cancellation of 165 000 000 shares repurchased Mgmt No vote
under the share buy-back programmes, and reduction
of the share capital by CHF 16 500 000
--------------------------------------------------------------------------------------------------------------------------
NORDEA BANK AB, STOCKHOLM Agenda Number: 702809421
--------------------------------------------------------------------------------------------------------------------------
Security: W57996105
Meeting Type: AGM
Meeting Date: 24-Mar-2011
Ticker:
ISIN: SE0000427361
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN Non-Voting No vote
ACCEPT ABSTAIN AS A VALID VOTE OPTION. THANK
YOU
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
1 Election of a chairman for the general meeting Non-Voting No vote
2 Preparation and approval of the voting list Non-Voting No vote
3 Approval of the agenda Non-Voting No vote
4 Election of at least one minutes checker Non-Voting No vote
5 Determination whether the general meeting has Non-Voting No vote
been duly convened
6 Submission of the annual report and consolidated Non-Voting No vote
accounts, and of the audit report and the
group audit report. In connection herewith:
the chairman's of the board presentation of
the board of directors' work and speech by
the Group CEO
7 Adoption of the income statement and the consolidated Mgmt For For
income statement, and the balance sheet and
the consolidated balance sheet
8 Decision on dispositions of the Company's profit Mgmt For For
according to the adopted balance sheet
9 Decision regarding discharge from liability Mgmt For For
for the members of the board of directors
and the CEO (The auditor recommends discharge
from liability)
10 The board of directors' proposal for a resolution Mgmt For For
on the amendment to articles 8, 10,
11 and 13 of the articles of association
11 Determination of the number of board members Mgmt For For
12 Determination of the number of auditors Mgmt For For
13 Determination of fees for board members and Mgmt For For
auditors
14 Election of board members and chairman of the Mgmt For For
board: for the period until the end of the
next annual general meeting Bjorn Wahlroos,
Stine Bosse, Marie Ehrling, Svein Jacobsen,
Tom Knutzen, Lars G Nordstrom, Sarah Russell,
Bjorn Saven and Kari Stadigh shall be re-elected
as board members. For the period until the
end of the next annual general meeting Bjorn
Wahlroos, shall be elected Chairman
15 Election of auditors Mgmt For For
16 The nomination committee's proposal for a resolution Mgmt For For
on the establishment of a nomination committee
17.a The board of directors' proposal for a resolution Mgmt For For
on authorisation for the board of directors
to decide on a) acquisition of shares in the
Company and
17.b The board of directors' proposal for a resolution Mgmt For For
on authorisation for the board of directors
to decide on b) conveyance of shares in the
Company
18 The board of directors' proposal for a resolution Mgmt For For
on the purchase of own shares according
to chapter 7 section 6 of the Swedish Securities
Market Act (lagen (2007:528) om vardepappersmarknaden)
19 Resolution regarding the guidelines for remuneration Mgmt For For
to the executive officers
20.a The board of directors' proposal for a resolution Mgmt For For
on a Long Term Incentive Programme: Long
Term Incentive Programme
20.b The board of directors' proposal for a resolution Mgmt For For
on a Long Term Incentive Programme: Conveyance
of shares under the Long Term Incentive Programme
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF DIRECTORS' NAMES AND 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.
--------------------------------------------------------------------------------------------------------------------------
NORFOLK SOUTHERN CORPORATION Agenda Number: 933396889
--------------------------------------------------------------------------------------------------------------------------
Security: 655844108
Meeting Type: Annual
Meeting Date: 12-May-2011
Ticker: NSC
ISIN: US6558441084
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: GERALD L. BALILES Mgmt For For
1B ELECTION OF DIRECTOR: ERSKINE B. BOWLES Mgmt For For
1C ELECTION OF DIRECTOR: KAREN N. HORN Mgmt For For
1D ELECTION OF DIRECTOR: J. PAUL REASON Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF KPMG LLP, Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM,
AS NORFOLK SOUTHERN'S INDEPENDENT AUDITORS
FOR THE YEAR ENDING DECEMBER 31, 2011
03 APPROVAL OF EXECUTIVE COMPENSATION AS DISCLOSED Mgmt For For
IN THE PROXY STATEMENT FOR THE 2011 ANNUAL
MEETING OF STOCKHOLDERS
04 FREQUENCY OF STOCKHOLDERS ADVISORY VOTE ON EXECUTIVE Mgmt 1 Year For
COMPENSATION, EVERY
--------------------------------------------------------------------------------------------------------------------------
NOVARTIS AG Agenda Number: 702775632
--------------------------------------------------------------------------------------------------------------------------
Security: H5820Q150
Meeting Type: AGM
Meeting Date: 22-Feb-2011
Ticker:
ISIN: CH0012005267
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No vote
MEETING NOTICE SENT UNDER MEETING 750908, 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.
CMMT 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 The Board of Directors proposes approval of Mgmt Take No Action
the Annual Report, the Financial Statements
of Novartis AG and the Group Consolidated Financial
Statements for the Business Year 2010
A.2 The Board of Directors proposes discharge from Mgmt Take No Action
liability of its members and those of the Executive
Committee for the business year 2010
A.3 The Board of Directors proposes appropriation Mgmt Take No Action
of the available earnings of CHF 7,027,682,826
as: Dividend: CHF 5,452,130,559; Transfer to
free reserves: CHF 1,575,552,267; the total
dividend payment of CHF 5,452,130,559 is equivalent
to a gross dividend of CHF 2.20 per registered
share of CHF 0.50 nominal value entitled to
dividends
A.4 The Board of Directors proposes that the Compensation Mgmt Take No Action
System of Novartis be endorsed (non-binding
consultative vote)
A.5.1 At this Annual General Meeting, Alexandre F. Non-Voting No vote
Jetzer-Chung and Hans-Joerg Rudloff are retiring
from the Board of Directors, having reached
the age limit set in the Articles of Incorporation
A52.1 The Board of Directors proposes the re-election Mgmt Take No Action
of Ann Fudge for a three-year term
A52.2 The Board of Directors proposes the re-election Mgmt Take No Action
of Pierre Landolt for a three-year term
A52.3 The Board of Directors proposes the re-election Mgmt Take No Action
of Ulrich Lehner, Ph.D., for a three-year term
A.5.3 The Board of Directors proposes the election Mgmt Take No Action
of Enrico Vanni, Ph.D., for a three-year term
A.6 The Board of Directors proposes the election Mgmt Take No Action
of PricewaterhouseCoopers as auditor of Novartis
AG for one year
B If shareholders at the Annual General Meeting Mgmt Take No Action
propose additional and/or counterproposals,
I/we instruct the Independent Proxy to vote
according to the proposal of the Board of Directors
--------------------------------------------------------------------------------------------------------------------------
NOVARTIS AG Agenda Number: 702821528
--------------------------------------------------------------------------------------------------------------------------
Security: H5820Q150
Meeting Type: EGM
Meeting Date: 08-Apr-2011
Ticker:
ISIN: CH0012005267
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT 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.
CMMT PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No vote
MEETING NOTICE SENT UNDER MEETING 793761, 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.
A.1.1 Under this item, the Board of Directors proposes Mgmt No vote
approval of the merger agreement between Alcon,
Inc. ("Alcon") and Novartis AG ("Novartis"
or "Company") dated December 14, 2010
A.1.2 Under this item, the Board of Directors proposes Mgmt No vote
the creation of authorised capital through
the issuance of up to 108 million new shares
for the purpose of completing the merger of
Alcon into Novartis by means of the following
new Article 4a of the Articles of Incorporation:
Article 4a Authorised Capital in favor of Alcon,
Inc 1 Up to 8 April 2013, the Board of Directors
shall be authorised to increase the share capital
in connection with the merger of Alcon, Inc.
into the Company by a maximum amount of CHF
54,000,000 nominal value through the issuance
of maximally 108,000,000 fully paid-in registered
shares with a nominal value of CHF 0.50 each.
The pre-emptive rights of the existing shareholders
shall not apply. The Board of Directors shall
determine the issue price in accordance with
the merger agreement between Alcon, Inc. and
Novartis AG dated 14 December 2010. The new
shares shall be entitled to dividends as from
the financial year in which they are issued
and shall be subject to the registration requirements
set forth in Article 5 of the Articles of Incorporation
B If shareholders at the Extraordinary General Mgmt No vote
Meeting propose additional and/or counter-proposals,
l/we instruct the Independent Proxy to vote
according to the proposal of the Board of Directors
--------------------------------------------------------------------------------------------------------------------------
PFIZER INC. Agenda Number: 933392196
--------------------------------------------------------------------------------------------------------------------------
Security: 717081103
Meeting Type: Annual
Meeting Date: 28-Apr-2011
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: W. DON CORNWELL Mgmt For For
1E ELECTION OF DIRECTOR: FRANCES D. FERGUSSON Mgmt For For
1F ELECTION OF DIRECTOR: WILLIAM H. GRAY III Mgmt For For
1G ELECTION OF DIRECTOR: CONSTANCE J. HORNER Mgmt For For
1H ELECTION OF DIRECTOR: JAMES M. KILTS Mgmt For For
1I ELECTION OF DIRECTOR: GEORGE A. LORCH Mgmt For For
1J ELECTION OF DIRECTOR: JOHN P. MASCOTTE Mgmt For For
1K ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON Mgmt For For
1L ELECTION OF DIRECTOR: IAN C. READ Mgmt For For
1M ELECTION OF DIRECTOR: STEPHEN W. SANGER Mgmt For For
02 PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP Mgmt For For
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2011.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt Against Against
04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year Against
VOTES ON EXECUTIVE COMPENSATION.
05 SHAREHOLDER PROPOSAL REGARDING PUBLICATION OF Shr Against For
POLITICAL CONTRIBUTIONS
06 SHAREHOLDER PROPOSAL REGARDING PUBLIC POLICY Shr Against For
INITIATIVES.
07 SHAREHOLDER PROPOSAL REGARDING PHARMACEUTICAL Shr Against For
PRICE RESTRAINTS.
08 SHAREHOLDER PROPOSAL REGARDING ACTION BY WRITTEN Shr For Against
CONSENT.
09 SHAREHOLDER PROPOSAL REGARDING SPECIAL SHAREHOLDER Shr For Against
MEETINGS.
10 SHAREHOLDER PROPOSAL REGARDING ANIMAL RESEARCH Shr Against For
--------------------------------------------------------------------------------------------------------------------------
PHILIP MORRIS INTERNATIONAL INC. Agenda Number: 933393744
--------------------------------------------------------------------------------------------------------------------------
Security: 718172109
Meeting Type: Annual
Meeting Date: 11-May-2011
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 Against Against
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 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION Mgmt For For
04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year For
VOTES ON EXECUTIVE COMPENSATION
05 STOCKHOLDER PROPOSAL 1 - FOOD INSECURITY AND Shr Against For
TOBACCO USE
06 STOCKHOLDER PROPOSAL 2 - INDEPENDENT BOARD CHAIR Shr Against For
--------------------------------------------------------------------------------------------------------------------------
PORTUGAL TELECOM SGPS S A Agenda Number: 702929425
--------------------------------------------------------------------------------------------------------------------------
Security: X6769Q104
Meeting Type: AGM
Meeting Date: 06-May-2011
Ticker:
ISIN: PTPTC0AM0009
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT VOTING IN PORTUGUESE MEETINGS Non-Voting No vote
REQUIRES THE DISCLOSURE OF BENEFICIAL OWNER
INFORMATION, THROUGH DECLARATIONS OF PARTICIPATION
AND VOTING. BROADRIDGE WILL DISCLOSE
THE BENEFICIAL OWNER INFORMATION FOR YOUR
VOTED ACCOUNTS. ADDITIONALLY, PORTUGUESE
LAW DOES NOT PERMIT BENEFICIAL OWNERS
TO VOTE INCONSISTENTLY ACROSS THEIR HOLDINGS.
OPPOSING VOTES MAY BE REJECTED SUMMARILY
BY THE COMPANY HOLDING THIS BALLOT. PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
FOR FURTHER DETAILS.
CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No vote
REACH QUORUM, THERE WILL BE A SECOND CALL
ON 23 MAY 2011. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS
THE AGENDA IS AMENDED. THANK YOU.
1 To resolve on the management report, balance Mgmt For For
sheet and accounts for the year 2010
2 To resolve on the consolidated management report, Mgmt For For
balance sheet and accounts for the year 2010
3 To resolve on the proposal for application of Mgmt For For
profits
4 To resolve on a general appraisal of the company's Mgmt For For
management and supervision
5 To resolve on an amendment to article 13 and Mgmt For For
article 17 of the articles of association
of the company
6 To resolve on the acquisition and disposal of Mgmt For For
own shares
7 To resolve, pursuant to article 8, number 4, Mgmt For For
of the articles of association, on the parameters
applicable in the event of any issuance of
bonds convertible into shares that
may be resolved upon by the board of directors
8 To resolve on the suppression of the pre-emptive Mgmt For For
right of shareholders in the subscription of
any issuance of convertible bonds as referred
to under item 7 hereof as may be resolved upon
by the board of directors
9 To resolve on the issuance of bonds and other Mgmt For For
securities, of whatever nature, by the board
of directors, and notably on the fixing of
the value of such securities, in accordance
with articles 8, number 3 and 15, number 1,
paragraph e), of the articles of association
10 To resolve on the acquisition and disposal of Mgmt For For
own bonds and other own securities
11 To resolve on the statement of the compensation Mgmt For For
committee on the remuneration policy for the
members of the management and supervisory bodies
of the company
12 To resolve on the ratification of the appointment Mgmt For For
of new members of the board of directors to
complete the 2009-2011 term-of-office
--------------------------------------------------------------------------------------------------------------------------
PRUDENTIAL FINANCIAL, INC. Agenda Number: 933397336
--------------------------------------------------------------------------------------------------------------------------
Security: 744320102
Meeting Type: Annual
Meeting Date: 10-May-2011
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: CONSTANCE J. HORNER Mgmt For For
1I ELECTION OF DIRECTOR: MARTINA HUND-MEJEAN 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 2011.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
04 ADVISORY VOTE ON FREQUENCY. Mgmt 1 Year For
05 SHAREHOLDER PROPOSAL REGARDING SUPERMAJORITY Shr For For
VOTING.
06 SHAREHOLDER PROPOSAL REGARDING LOBBYING CONTRIBUTIONS Shr Against For
& EXPENDITURES.
--------------------------------------------------------------------------------------------------------------------------
REPSOL YPF S A Agenda Number: 702821225
--------------------------------------------------------------------------------------------------------------------------
Security: E8471S130
Meeting Type: OGM
Meeting Date: 15-Apr-2011
Ticker:
ISIN: ES0173516115
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT ADDITIONAL DETAILS/NOTES DIRECTED TO INVESTORS: Non-Voting No vote
PLEASE BE ADVISED THAT ADDITIONAL INFORMATION
CONCERNING ACS, S.A. CAN ALSO BE VIEWED ON
THE COMPANY WEBSITE: http://www.repsol.com/es_en/corporacion/accionistas-e-inversores/
gobierno-corporativo/junta_general_de_accionistas/default.aspx
CMMT ADDITIONAL DETAILS/NOTES DIRECTED TO CUSTODIAN Non-Voting No vote
BANKS: PLEASE BE ADVISED THAT ADDITIONAL INFORMATION
CONCERNING ACS, S.A. CAN ALSO BE VIEWED ON
THE COMPANY WEBSITE: http://www.repsolypf.com
1 Review and approval, if appropriate, of the Mgmt For For
Annual Financial Statements and the Management
Report of Repsol YPF, S.A., of the Consolidated
Annual Financial Statements and the Consolidated
Management Report, for the fiscal year ended
31st December 2010, of the proposal of application
of its earnings
2 Approval of the management by the Board of Directors Mgmt For For
during fiscal year 2010
3 Appointment of the Accounts Auditor of Repsol Mgmt For For
YPF, S.A. and of its Consolidated Group for
the fiscal year 2011
4 Amendment of Articles 9, 11, 19, 24, 27, 29, Mgmt For For
32, 39, 44, 50 and 56 of the Bylaws, and Articles
3, 5, 8, 13, 14 and 15 of General Meeting regulations
5 Amendment of article 52 of the Articles of Association, Mgmt For For
regarding the application of profit/loss of
the fiscal year
6 Amendment of articles 40 and 35 of the Articles Mgmt For For
of Association, regarding the internal positions
and meetings of the Board of Directors
7 Re-election of Mr. Antonio Brufau Niubo as Director Mgmt Against Against
8 Re-election of Mr. Luis Fernando del Rivero Mgmt For For
Asensio as Director
9 Re-election of Mr. Juan Abello Gallo as Director Mgmt For For
10 Re-election of Mr. Luis Carlos Croissier Batista Mgmt For For
as Director
11 Re-election of Mr. Angel Durandez Adeva as Director Mgmt For For
12 Re-election of Mr. Jose Manuel Loureda Mantinan Mgmt For For
as Director
13 Appointment of Mr. Mario Fernandez Pelaz as Mgmt For For
Director
14 Delivery Plan Shares to the Beneficiaries of Mgmt For For
Multi-Annual Programs
15 Stock Purchase Plan 2011-2012 Mgmt For For
16 Delegation to the Board of Directors of the Mgmt For For
power to issue fixed rate securities, convertible
or exchangeable by shares of the Company or
exchangeable by shares of other companies,
as well as warrants (options to subscribe new
shares or to acquire preexisting shares of
the Company). Establishment of the criteria
for the determination of the basis and methods
for the conversion and/or exchange and delegation
to the Board of Directors of the powers to
increase the capital stock in the necessary
amount, as well to exclude, in whole or in
part, the preemptive subscription rights of
shareholders over said issues. Authorisation
to guarantee by the Company of issues made
by its subsidiaries. To leave without effect,
in the portion not used, the seventh resolution
of the Ordinary General Shareholders' Meeting
held on June 16th, 2006
17 Delegation of powers to supplement, develop, Mgmt For For
execute, rectify and formalize the resolutions
adopted by the General Shareholders' Meeting
--------------------------------------------------------------------------------------------------------------------------
ROCHE HOLDING AG Agenda Number: 702770125
--------------------------------------------------------------------------------------------------------------------------
Security: H69293217
Meeting Type: AGM
Meeting Date: 01-Mar-2011
Ticker:
ISIN: CH0012032048
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT 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
1.1 The Board of Directors proposes that the Annual Non-Voting No vote
Report, Annual Financial Statements and Consolidated
Financial Statements for 2010 be approved
1.2 The Board of Directors proposes that the Remuneration Non-Voting No vote
Report (see Annual Report pages 91-101) be
approved. This document contains the principles
governing the remuneration paid to the Board
of Directors and Corporate Executive Committee
and reports on the amounts paid to the members
of both bodies in 2010. This vote is purely
consultative
2 The Board of Directors proposes that the actions Non-Voting No vote
taken by its members in 2010 be affirmed and
ratified
3 Vote on the appropriation of available earnings Non-Voting No vote
4 Amendment to the articles of incorporation Non-Voting No vote
5.1 The re-election of Prof. Pius Baschera to the Non-Voting No vote
Board for the term as provided by the Articles
of Incorporation
5.2 The re-election of Prof. Bruno Gehrig to the Non-Voting No vote
Board for the term as provided by the Articles
of Incorporation
5.3 The re-election of Mr Lodewijk J.R. de Vink Non-Voting No vote
to the Board for the term as provided by the
Articles of Incorporation
5.4 The re-election of Dr Andreas Oeri to the Board Non-Voting No vote
for the term as provided by the Articles of
Incorporation
5.5 The election of Mr Paul Bulcke to the Board Non-Voting No vote
for the term as provided by the Articles of
Incorporation
5.6 The election of Mr Peter R. Voser to the Board Non-Voting No vote
for the term as provided by the Articles of
Incorporation
5.7 The election of Dr Christoph Franz to the Board Non-Voting No vote
for the term as provided by the Articles of
Incorporation
6 The Board of Directors proposes that KPMG Ltd. Non-Voting No vote
be elected as Statutory Auditors for the 2011
financial year
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF AGENDA. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
SANOFI-AVENTIS, PARIS Agenda Number: 702847370
--------------------------------------------------------------------------------------------------------------------------
Security: F5548N101
Meeting Type: MIX
Meeting Date: 06-May-2011
Ticker:
ISIN: FR0000120578
--------------------------------------------------------------------------------------------------------------------------
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 LINKS: https://balo.journal-officiel.gouv.fr/pdf/2011/0316/201103161100708.pdf
AND https://balo.journal-officiel.gouv.fr/pdf/2011/0413/201104131101269.pdf
O.1 Approval of the corporate financial statements Mgmt For For
for the financial year 2010
O.2 Approval of the consolidated financial statements Mgmt For For
for the financial year 2010
O.3 Allocation of income and setting the dividend Mgmt For For
O.4 Agreements and Undertakings pursuant to Articles Mgmt For For
L. 225- 38 et seq. of the Commercial Code
O.5 Setting the amount of attendance allowances Mgmt For For
O.6 Ratification of the co-optation of Mrs. Carole Mgmt For For
Piwnica as Board member
O.7 Appointment of Mrs. Suet-Fern Lee as Board member Mgmt For For
O.8 Renewal of Mr. Thierry Desmarest's term as Board Mgmt For For
member
O.9 Renewal of Mr. Igor Landau's term as Board member Mgmt For For
O.10 Renewal of Mr. Gerard Van Kemmel's term as Board Mgmt For For
member
O.11 Renewal of Mr. Serge Weinberg's term as Board Mgmt For For
member
O.12 Renewal of term of the company PricewaterhouseCoopers Mgmt For For
Audit as principal Statutory Auditor
O.13 Appointment of Mr. Yves Nicolas as deputy Statutory Mgmt For For
Auditor
O.14 Authorization to be granted to the Board of Mgmt For For
Directors to trade the Company's shares
E.15 Delegation of authority to be granted to the Mgmt For For
Board of Directors to decide to increase capital
by issuing - with preferential subscription
rights - shares and/or securities giving access
to the capital of the Company and/or by
issuing securities entitling to the allotment
of debt securities
E.16 Delegation of authority to be granted to the Mgmt For For
Board of Directors to decide to increase capital
by issuing - without preferential subscription
rights - shares and/or securities giving
access to the capital of the Company and/or
by issuing securities entitling to the allotment
of debt securities by way of a public offer
E.17 Option to issue shares or securities giving Mgmt For For
access to the capital without preferential
subscription rights, in consideration for in-kind
contributions of equity securities or securities
giving access to the capital
E.18 Delegation of authority to be granted to the Mgmt For For
Board of Directors to increase the number
of issuable securities in the event of capital
increase with or without preferential subscription
rights
E.19 Delegation of authority to be granted to the Mgmt For For
Board of Directors to decide increase the
share capital by incorporation of premiums,
reserves, profits or other amounts
E.20 Delegation of authority to be granted to the Mgmt For For
Board of Directors to decide to increase the
share capital by issuing shares or securities
giving access to the capital reserved for
members of savings plans with cancellation
of preferential subscription rights
in favor of the latter
E.21 Delegation of authority to be granted to the Mgmt Against Against
Board of Directors to grant options to
subscribe for or purchase shares
E.22 Delegation to be granted to the Board of Directors Mgmt For For
to reduce the share capital by cancellation
of treasury shares
E.23 Amendment of Article 11 of the Statutes Mgmt For For
E.24 Amendment of Article 12 of the Statutes Mgmt For For
E.25 Amendment of Article 19 of the Statutes Mgmt For For
E.26 Change in the name of the Company and consequential Mgmt For For
amendment of the Statutes
E.27 Powers for the formalities Mgmt For For
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF ADDITIONAL URL. 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.
--------------------------------------------------------------------------------------------------------------------------
SCOTTISH AND SOUTHERN ENERGY PLC, PERTH Agenda Number: 702517307
--------------------------------------------------------------------------------------------------------------------------
Security: G7885V109
Meeting Type: AGM
Meeting Date: 22-Jul-2010
Ticker:
ISIN: GB0007908733
--------------------------------------------------------------------------------------------------------------------------
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 Nick Baldwin Mgmt For For
5. Re-appoint Richard Gillingwater Mgmt For For
6. Re-appoint Alistair Phillips-Davies Mgmt For For
7. Re-appoint KPMG Audit Plc as the Auditors Mgmt For For
8. Authorize the Directors to determine the Auditors' Mgmt For For
remuneration
9. Grant authority for the allotment of shares Mgmt For For
S.10 Approve to disapply pre-emption rights Mgmt For For
S.11 Authorize the Company to purchase its own Ordinary Mgmt For For
Shares
S.12 Approve the 14 days' notice of general meetings Mgmt For For
S.13 Adopt the new Articles of Association Mgmt For For
14. Authorize the Directors to offer a Scrip Dividend Mgmt For For
Scheme
--------------------------------------------------------------------------------------------------------------------------
SIEMENS A G Agenda Number: 702738545
--------------------------------------------------------------------------------------------------------------------------
Security: D69671218
Meeting Type: AGM
Meeting Date: 25-Jan-2011
Ticker:
ISIN: DE0007236101
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
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 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. To receive and consider the Report of the supervisory Non-Voting No vote
Board, the corporate Governance Report and
the Compensation Report as well as the Compliance
Report for fiscal year 2010
2. To receive and consider the adopted Annual Financial Non-Voting No vote
Statements of Siemens AG and the approved Consolidated
Financial Statements, together with the Combined
Management's Discussion and Analysis of Siemens
AG and the Siemens Group, including the Explanatory
Report on the information required pursuant
to section 289 (4) and (5) and section 315
(4) of the German Code (HGB) as of September
30, 2010
3. To resolve on the allocation of net income of Mgmt For For
siemens AG to pay a dividend
4. To ratify the acts of the members of the Managing Mgmt For For
Board
5. To ratify the acts of the members of the Supervisory Mgmt For For
Board
6. To resolve on the approval of the compensation Mgmt For For
system for Managing Board members
7. To resolve on the appointment of independent Mgmt For For
auditors for the audit of the Annual Financial
Statements and the Consolidated Financial Statements
and for the review of the Interim Financial
Statements
8. To resolve on the authorization to repurchase Mgmt For For
and use Siemens shares and to exclude shareholders'
subscription and tender rights
9. To resolve on the authorization to use derivatives Mgmt For For
in connection with the repurchase of Siemens
shares pursuant to section 71 (1), no. 8, of
the German Corporation Act (AktG), and to exclude
shareholders' subscription and tender rights
10. To resolve on the creation of an Authorized Mgmt For For
Capital 2011 reserved for the issuance to employees
with shareholders' subscription rights excluded,
and related amendments to the Articles of Association
11. To resolve on the adjustment of Supervisory Mgmt For For
Board compensation and the related amendments
to the Articles of Association
12. To resolve on the approval of a profit-and-loss Mgmt For For
transfer agreement between Siemens AG and a
subsidiary
13. To resolve on the authorization of the managing Mgmt For For
Board to issue convertible bonds and/or warrant
bonds and exclude shareholders' subscription
rights, and to resolve on the creation of a
Conditional Capital 2011 and related amendments
to the Articles of Association
14. PLEASE NOTE THAT THIS IS A SHAREHOLDERS PROPOSAL: Shr Against For
Resolution on an amendment to section 2 of
the Articles of Association of Siemens AG
--------------------------------------------------------------------------------------------------------------------------
SOUTHERN COPPER CORPORATION Agenda Number: 933408420
--------------------------------------------------------------------------------------------------------------------------
Security: 84265V105
Meeting Type: Annual
Meeting Date: 28-Apr-2011
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
LUIS CASTELAZO MORALES Mgmt Withheld Against
E.C. SANCHEZ MEJORADA Mgmt Withheld Against
A. DE LA PARRA ZAVALA Mgmt Withheld Against
X. GARCIA DE QUEVEDO T. Mgmt Withheld Against
G. LARREA MOTA-VELASCO Mgmt Withheld Against
D. MUNIZ QUINTANILLA 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
02 RATIFY THE AUDIT COMMITTEE'S SELECTION OF GALAZ, Mgmt For For
YAMAZAKI, RUIZ URQUIZA, S.C., MEMBER FIRM OF
DELOITTE TOUCHE TOHMATSU LIMITED, AS INDEPENDENT
ACCOUNTANTS FOR 2011.
03 APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION. Mgmt For For
04 RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY Mgmt 1 Year For
OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
STATOIL ASA Agenda Number: 703017714
--------------------------------------------------------------------------------------------------------------------------
Security: R8413J103
Meeting Type: AGM
Meeting Date: 19-May-2011
Ticker:
ISIN: NO0010096985
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
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 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 annual general meeting by the Non-Voting No vote
chair of the corporate assembly
2 The board of directors proposes that the general Mgmt No vote
meeting elects the chair of the corporate
assembly, Olaug Svarva, as chair of the meeting
3 Approval of the notice and the agenda Mgmt No vote
4 Registration of attending shareholders and proxies Non-Voting No vote
5 Election of two persons to co-sign the minutes Mgmt No vote
together with the chair of the meeting
6 Approval of the annual report and accounts for Mgmt No vote
Statoil ASA and the Statoil group for 2010
including the board of directors' proposal
for distribution of dividend: The board of
directors proposes a total dividend of NOK
6.25 per share for 2010. The dividend accrues
to the shareholders as of 19 May 2011. Expected
payment of dividends is 1 June 2011
7 Declaration on stipulation of salary and other Mgmt No vote
remuneration for executive management:
In accordance with section 6-16a of the Public
Limited Companies Act, the board of directors
will prepare a statement regarding the settlement
of salary and other remuneration for executive
management. The content of the statement is
included in note 6 to Statoil's annual report
and accounts for 2010 which have been prepared
in accordance with accounting principles
generally accepted in Norway (NGAAP).
The general meeting will consider the statement
by an advisory vote
8 Determination of remuneration for the company's Mgmt No vote
auditor
9 The nomination committee proposes the following Mgmt No vote
changes to the remuneration to the corporate
assembly: Chair from NOK 100,000/yearly to
NOK 103,500/yearly, Deputy Chair
from NOK 52,500/yearly to NOK 54,500/yearly,
Members from NOK 37,000/yearly to NOK 38,250/yearly
and Deputy Members from NOK 5,250/meeting
to NOK 5,500/meeting
10 Election of member to the nomination committee: Mgmt No vote
Bjorn Stale Haavik has informed that
he wishes to withdraw from the nomination committee.
The nomination committee nominates Ingrid
Rasmussen, Director General, Department for
Economic and Administrative Affairs, Ministry
of Petroleum and Energy, as a new member of
the nomination committee until the annual general
meeting in 2012. For further information,
see the nomination committee's nomination on
www.statoil.com. The other members of the
nomination committee, Olaug Svarva (chair),
Tom Rathke and Live Haukvik Aker, are elected
until the annual general meeting in 2012
11 Determination of remuneration for the nomination Mgmt No vote
committee: The nomination committee proposes
the following changes to the remuneration to
the nomination committee: Chair from
NOK 10,000/meeting to NOK 10,400/meeting and
Members from NOK 7,400/meeting to NOK 7,700/meeting
12 The board of directors is authorised on behalf Mgmt No vote
of the company to acquire Statoil shares
in the market. The authorisation may be used
to acquire own shares at a total nominal
value of up to NOK 20,000,000. Shares acquired
pursuant to this authorisation may only
be used for sale and transfer to employees
of the Statoil group as part of the group's
share saving plan, as approved by the board
of directors. The minimum and maximum amount
that may be paid per share will be NOK 50
and 500 respectively. The authorisation is
valid until the next annual general meeting,
but not beyond 30 June 2012. This authorisation
replaces the previous authorisation to acquire
own shares for implementation of the share
saving plan for employees granted by the
annual general meeting on 19 May 2010
13 The board of directors of Statoil ASA is hereby Mgmt No vote
authorised to acquire Statoil shares in the
market on behalf of the company with a nominal
value of up to NOK 187,500,000. The minimum
and maximum amount that can be paid per share
will be NOK 50 and NOK 500 respectively.
Within these limits, the board of directors
shall itself decide at what price and at what
time such acquisition shall take place. Own
shares acquired pursuant to this authorisation
may only be used for annulment through a reduction
of the company's share capital, pursuant
to the Public Limited Companies Act section
12-1. The authorisation is valid until the
next annual general meeting, but not beyond
30 June 2012
14 The general meeting approves that adjustments Mgmt No vote
in the Marketing Instructions for Statoil
ASA, adopted by the general meeting on 25 May
2001, be made to the provisions concerning
reference price for crude oil and NGL, thereby
ensuring Statoil the necessary incentives
to obtain the highest possible value for
the state and Statoil's oil and gas under the
market conditions prevailing at any time.
The adjustments to the Marketing Instructions
as such are made by the state, represented
by the Ministry of Petroleum and Energy
15 Changes to the articles of association: articles Mgmt No vote
4, 9 and 11
16 Adopt instruction for the nomination committee: Mgmt No vote
In accordance with the proposed change
to the articles of association article 11,
and as recommended by The Norwegian Code of
Practice for Corporate Governance, the board
recommends that the general meeting
adopts the "Instruction for the nomination
committee in Statoil ASA" (to be found on www.statoil.com)
17 PLEASE NOTE THAT THIS IS A SHAREHOLDERS' PROPOSAL: Shr No vote
Statoil's extraction of tar sands is a strategic
path that: a) has substantial negative climate,
environmental - and social impact, b)
is not in line with Statoil's sustainable
development and environmental goals and values
and c) damages the company's credibility and
reputation, and exposes the shareholders to
economic risks. Extraction of tar sands
is not compatible with the international
ambition to limit global temperature rise below
2 degrees Celsius. It is not in the shareholders'
long term interest that Statoil continues
its extraction of oil from tar sands. Statoil
shall divest from tar sands extraction in Canada
--------------------------------------------------------------------------------------------------------------------------
T.E.R.N.A.- RETE ELETTRICA NAZIONALE SPA, ROMA Agenda Number: 703017574
--------------------------------------------------------------------------------------------------------------------------
Security: T9471R100
Meeting Type: MIX
Meeting Date: 12-May-2011
Ticker:
ISIN: IT0003242622
--------------------------------------------------------------------------------------------------------------------------
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
13 MAY 2011 AT 14.30 (AND A THIRD CALL FOR
EGM ON 14 MAY 2011 AT 11.00). CONSEQUENTLY,
YOUR VOTING INSTRUCTIONS WILL REMAIN VALID
FOR ALL CALLS UNLESS THE AGENDA IS AMENDED.
THANK YOU.
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote
INFORMATION IS AVAILABLE BY CLICKING ON THE
MATERIAL URL LINKS: https://materials.proxyvote.com/Approved/99999Z/19840101/NPS_88029.PDF
O.1 Financial Statement as of December 31, 2010. Mgmt For For
Reports by the Board of Directors, the Board
of Statutory Auditors and the Independent Auditors.
Related resolutions. Presentation of the Consolidated
Financial Statement as of December 31, 2010
O.2 Allocation of the net income of the fiscal year Mgmt For For
O.3 Determination of the number of members of the Mgmt For For
Board of Directors and their term of office
CMMT PLEASE NOTE THAT ALTHOUGH THERE ARE 3 SLATES Non-Voting No vote
TO BE ELECTED AS DIRECTORS, THERE IS ONLY 1
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 1 OF THE 3 SLATES.
THANK YOU.
O.4.1 Appointment of the members of the Board of Directors: Shr No vote
list presented by Cassa Depositi e Prestiti
- CDP shareholder of Terna with 599,999,999
ordinary shares, equal to 29.86% of the share
capital: Luigi Piergiuseppe Ferdinando Roth,
Flavio Cattaneo, Andrea Camporese, Paolo Dal
Pino, Matteo Del Fante and Michele Polo
O.4.2 Appointment of the members of the Board of Directors: Shr No vote
candidate presented by ENEL S.p.A owner of
more than 1% of Terna's share capital: Simone
Mori
O.4.3 Appointment of the members of the Board of Directors: Shr For Against
list presented by Romano Minozzi, Iris Ceramica
S.p.A, Castellarano Fiandre S.p.A, Fortifer
S.A., A.T.S. Finanziaria s.r.l., Canalfin S.p.A.,
Finanziaria Cer. Castellarano S.p.A and Fincea
S.p.A together holders of 4.858% of Terna:
Romano Minozzi, Fabio Buscarini and Salvatore
Machi
O.5 Appointment of the Chairman of the Board of Mgmt For For
Directors
O.6 Determination of the remuneration of the members Mgmt Against Against
of the Board of Directors
0000 PLEASE NOTE THAT ALTHOUGH THERE ARE 2 SLATES Non-Voting No vote
TO BE ELECTED AS AUDITORS, THERE IS ONLY 1
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 1 OF THE 2 SLATES.
THANK YOU
O.7.1 Appointment of the Board of Statutory Auditors: Shr Against For
list presented by Cassa Depositi e Prestiti
- CDP shareholder of Terna with 599,999,999
ordinary shares, equal to 29.86% of the share
capital: Standing Auditors: Alberto Luigi Gusmeroli
and Lorenzo Pozza and Alternate Auditor: Flavio
Pizzini
O.7.2 Appointment of the members of the Board of Directors: Shr For Against
list presented by Romano Minozzi, Iris Ceramica
S.p.A, Castellarano Fiandre S.p.A, Fortifer
S.A., A.T.S. Finanziaria s.r.l., Canalfin S.p.A.,
Finanziaria Cer. Castellarano S.p.A and Fincea
S.p.A together holders of 4.858% of Terna:
Statutory Auditor: Luca Aurelio Guarna and
Standing Auditor: Stefania Bettoni
O.8 Determination of the remuneration of the Statutory Mgmt For For
Auditors of the Board of Statutory Auditors
O.9 Mandate for the statutory auditing for the 2011 Mgmt For For
- 2019 period, and consequent resolutions
O.10 Adapting the Regulations of the meetings to Mgmt For For
the provisions of Legislative Decree No. 27
of January 27, 2010. Amendments to articles1.2,
2.1, 2.2, 3.2, 3.4, 3.5, 4.2, 4.8, 6.4 and
6.6
E.1 Amendments to Art 9.1 and Art 13 of the Corporate Mgmt For For
Bylaws, respectively, in compliance with the
provisions introduced by Art 1 of Legislative
Decree No. 27 of January 27, 2010 and for the
implementation of the Procedure for Related
Party Transactions under the "Regulations on
provisions relating to Transactions with Related
Parties" (adopted by Consob with Resolution
No. 17221 of March 12, 2010 and as subsequently
amended by Resolution No. 17389 of June 23,
2010) as well as the re-numbering of the individual
paragraphs that make up Art 13
--------------------------------------------------------------------------------------------------------------------------
TAKEDA PHARMACEUTICAL COMPANY LIMITED Agenda Number: 703128745
--------------------------------------------------------------------------------------------------------------------------
Security: J8129E108
Meeting Type: AGM
Meeting Date: 24-Jun-2011
Ticker:
ISIN: JP3463000004
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting No vote
1. Approve Appropriation of Retained Earnings Mgmt For For
2.1 Appoint a Director Mgmt For For
2.2 Appoint a Director Mgmt For For
2.3 Appoint a Director Mgmt For For
2.4 Appoint a Director Mgmt For For
2.5 Appoint a Director Mgmt For For
2.6 Appoint a Director Mgmt For For
2.7 Appoint a Director Mgmt For For
2.8 Appoint a Director Mgmt For For
3. Appoint a Corporate Auditor Mgmt For For
4. Approve Payment of Bonuses to Directors Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
TELE2 AB Agenda Number: 702969544
--------------------------------------------------------------------------------------------------------------------------
Security: W95878117
Meeting Type: AGM
Meeting Date: 16-May-2011
Ticker:
ISIN: SE0000314312
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 788656 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.
CMMT PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN Non-Voting No vote
ACCEPT ABSTAIN AS A VALID VOTE OPTION. THANK
YOU
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
1 Opening of the Meeting Non-Voting No vote
2 Election of lawyer Wilhelm Luning as Chairman Non-Voting No vote
of the Annual General Meeting
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 and Non-Voting No vote
verify the minutes
6 Determination of whether the Annual General Non-Voting No vote
Meeting has been duly convened
7 Statement by the Chairman of the Board on the Non-Voting No vote
work of the Board of Directors
8 Presentation by the Chief Executive Officer Non-Voting No vote
9 Presentation of Annual Report, Auditors' Report Non-Voting No vote
and the consolidated financial statements and
the auditors' report on the consolidated financial
statements
10 Resolution on the adoption of the income statement Mgmt For For
and Balance Sheet and of the consolidated income
statement and the consolidated Balance Sheet
11 Resolution on the proposed treatment of the Mgmt For For
Company's unappropriated earnings or accumulated
loss as stated in the adopted Balance Sheet
12 Resolution on the discharge of liability of Mgmt For For
the directors of the Board and the Chief Executive
Officer
13 Determination of the number of directors of Mgmt For For
the Board
14 Determination of the remuneration to the directors Mgmt For For
of the Board and the auditor
15 The Nomination Committee proposes, for the period Mgmt For For
until the close of the next Annual General
Meeting, the re-election of Mia Brunell Livfors,
John Hepburn, Mike Parton, John Shakeshaft,
Cristina Stenbeck, Lars Berg, Erik Mitteregger
and Jere Calmes as directors of the Board.
The Nomination Committee proposes that the
Annual General Meeting shall re-elect Mike
Parton as Chairman of the Board of Directors.
Furthermore, it is proposed that the Board
of Directors at the Constituent Board Meeting
appoints an Audit Committee and a Remuneration
Committee within the Board of Directors. The
Nomination Committee's motivated opinion regarding
proposal of the Board of Directors is available
at the Company's website, www.tele2.com
16 Approval of the procedure of the Nomination Mgmt For For
Committee
17 Resolution regarding Guidelines for remuneration Mgmt For For
to the senior executives
18a Resolution regarding incentive programme comprising Mgmt For For
the following resolution: adoption of an incentive
programme
18b Resolution regarding incentive programme comprising Mgmt For For
the following resolution: authorisation to
resolve to issue Class C shares
18c Resolution regarding incentive programme comprising Mgmt For For
the following resolution: authorisation to
resolve to repurchase own Class C shares
18d Resolution regarding incentive programme comprising Mgmt For For
the following resolution: transfer of own Class
B shares
19 Resolution to authorise the Board of Directors Mgmt For For
to resolve on repurchase of own shares
20 Resolution on amendment of the Articles of Association Mgmt For For
21 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Shareholder's proposal to resolve
up on appointing an independent examiner to
investigate the Company's customer policy in
accordance with Chapter 10, Section 21 of the
Companies Act
22 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Shareholder's proposal to resolve
up on appointing an independent examiner to
investigate the Company's investor relations
policy in accordance with Chapter 10, Section
21 of the Companies Act
23 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Shareholder's proposal to establish
a customer ombudsman function
24 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Shareholder's proposal regarding
an annual evaluation of the Company's "work
with gender equality and ethnicity"
25 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Shareholder's proposal regarding
"separate General Meetings"
26 Closing of the Meeting Non-Voting No vote
--------------------------------------------------------------------------------------------------------------------------
TELEFON AB L M ERICSSON Agenda Number: 702842015
--------------------------------------------------------------------------------------------------------------------------
Security: W26049119
Meeting Type: AGM
Meeting Date: 13-Apr-2011
Ticker:
ISIN: SE0000108656
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN Non-Voting No vote
ACCEPT ABSTAIN AS A VALID VOTE OPTION. THANK
YOU
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
1 The Nomination Committee proposes the Chairman Non-Voting No vote
of the Board of Directors, Michael Treschow,
be elected Chairman of 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 two 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
2010
7 The President's speech and questions by the Non-Voting No vote
shareholders to the Board of Directors and
the management
8.1 Resolution with respect to: adoption of the Mgmt For For
income statement and the balance sheet, the
consolidated income statement and the consolidated
balance sheet
8.2 Resolution with respect to: discharge of liability Mgmt For For
for the members of the Board of Directors and
the President
8.3 The Board of Directors proposes a dividend of Mgmt For For
SEK 2.25 per share and Monday, April 18, 2011,
as record date for dividend. Assuming this
date will be the record day, Euroclear Sweden
AB is expected to disburse dividends on Thursday,
April 21, 2010
9.1 The number of Board members to be elected by Mgmt For For
the Meeting shall remain twelve and no Deputy
Directors be elected
9.2 The fees to the non-employed Board members and Mgmt For For
to the non-employed members of the Committees
to the Board of Directors elected by the Meeting
be paid as follows: SEK 3,750,000 to the Chairman
of the Board of Directors (unchanged); SEK
825,000 each to the other Board members (previously
SEK 750,000); SEK 350,000 to the Chairman of
the Audit Committee (unchanged); SEK 250,000
each to the other members of the Audit Committee
(unchanged); SEK 200,000 each to the Chairmen
of the Finance and the Remuneration Committee
(previously SEK 125,000); and SEK 175,000 each
to the other members of the Finance and the
Remuneration Committee (previously SEK 125,000).
Fees in the form of synthetic shares: The Nomination
Committee proposes the Directors should be
offered, on unchanged terms, the possibility
to receive part of the fees in respect of their
Board assignment (however, not in respect of
committee work) in the form of synthetic shares.
A synthetic share signifies a right to receive
future payment of an amount corresponding to
the market price of a share of series B in
the Company on NASDAQ OMX Stockholm at the
time of payment. The following principal terms
and conditions shall apply. A nominated Director
shall have the possibility of choosing to receive
the fee in respect of his or her Board assignment,
according to the following four alternatives:
25 percent in cash – 75 percent in synthetic
shares; 50 percent in cash – 50 percent
in synthetic shares; 75 percent in cash –
25 percent in synthetic shares; and 100 percent
in cash. The number of synthetic shares allocated
to the Director shall be based on a volume
weighted average of the market price of shares
of series B on NASDAQ OMX Stockholm during
the five trading days immediately following
the publication of the Company's interim report
for the first quarter of 2011. The synthetic
shares are vested during the term of office,
with 25 percent per quarter of the year. The
synthetic shares entail a right to receive
payment, following the publication of Ericsson's
year-end financial statement in 2016, of a
cash amount per synthetic share corresponding
to the market price of shares of series B in
the Company at the time of payment. Dividend
in respect of shares of series B in the Company,
which the General Meeting of Shareholders has
resolved on during the holding period, shall
be disbursed at the same time as the cash amount.
Should the Director's assignment to the Board
of Directors come to an end not later than
during the third calendar year after the year
in which the General Meeting of Shareholders
resolved on allocation of the synthetic shares,
payment may take place the year after the assignment
came to an end. The number of synthetic shares
may be subject to recalculation in the event
of bonus issues, split, rights issues and similar
measures, under the terms and conditions of
the synthetic shares. The intention is that
the Company's future commitment to pay with
regard to the synthetic shares, as set out
above, should be hedged by the Company, either
through repurchased own shares which are sold
on the market in connection with payments to
the Directors or through a hedging agreement
with a bank. Due to the hedging measures, the
financial difference for the Company, should
all Directors receive part of their fees in
the form of synthetic shares compared with
the fees being paid in cash only, is assessed
to be very limited
9.3 Chairman of the Board of Directors: The Nomination Mgmt For For
Committee proposes Leif Johansson be elected
new Chairman of the Board of Directors (Michael
Treschow, presently Chairman of the Board,
has declined re-election). Other members of
the Board of Directors: The Nomination Committee
proposes re-election of Roxanne S. Austin,
Sir Peter L. Bonfield, Borje Ekholm, Ulf J.
Johansson, Sverker Martin-Lof, Nancy McKinstry,
Anders Nyr n, Carl-Henric Svanberg, Hans Vestberg
and Michelangelo Volpi and election of Jacob
Wallenberg as new Board member (Marcus Wallenberg
has declined re-election)
9.4 Procedure on appointment of the Nomination Committe Mgmt For For
and determination of the assignment of the
Committee: The Nomination Committee proposes
a procedure on appointment of the Nomination
Committee, in substance as follows: The Company
shall have a Nomination Committee of no less
than five members. One member shall be the
chairman of the Board of Directors. Based on
the shareholding statistics the Company receives
from Euroclear Sweden AB as per the last bank
day of the month in which the Annual General
Meeting is held, the Nomination Committee shall,
without unnecessary delay, identify the four
largest shareholders by voting power of the
Company. As soon as reasonably feasible, the
Nomination Committee shall, in a suitable manner,
contact the identified four largest shareholders
and request them, within reasonable time considering
the circumstances, however not exceeding 30
days, to provide in writing to the Nomination
Committee the name of the person the shareholder
wish to appoint member of the Nomination Committee.
The chairman of the Nomination Committee shall
be the member that represents the largest shareholder(s)
by voting power, provided the Nomination Committee
does not unanimously resolve to appoint another
member, appointed by a shareholder, chairman
of the Nomination Committee. In case a shareholder
considers its shareholding in the Company is
of such significance that it justifies a participation
in the Nomination Committee, the shareholder
may inform in writing the Nomination Committee
thereof and in connection hereto adequately
verify its shareholding. Upon receipt of such
a request no later than December 31, and provided
the Nomination Committee considers the reported
shareholding be adequately verified, the Nomination
Committee shall confirm this to the shareholder,
who will then be entitled to appoint a supplemental
member of the Nomination Committee. In case
the Nomination Committee receives a notification
from a shareholder past the date of December
31, no action is required to be taken. The
assignment covers to provide proposals for
chairman at the Annual General Meeting; chairman
of the Board of Directors and other members
of the Board of Directors appointed by the
Annual General Meeting; fees payable to non-employed
members of the Board of Directors; and fees
payable to the auditors as well as, when applicable,
election of auditors. Henceforth, no remuneration
shall be paid to the members of the Nomination
Committee. However, the Company shall bear
the reasonable expenses reasonably related
to the assignment of the Nomination Committee
9.5 Fees payable to the members of the Nomination Mgmt For For
Committee: The Nomination Committee proposes
no remuneration be paid to the Nomination Committee
members
9.6 Fees payable to the Auditor: The Nomination Mgmt For For
Committee proposes, like previous years, the
Auditor fees be paid against approved account
9.7 Election of Auditor: The Nomination Committee Mgmt For For
proposes PricewaterhouseCoopers be appointed
Auditor for the period as of the end of the
Annual General Meeting 2011 until the end of
the Annual General Meeting 2012
10 Guidelines for remuneration to senior management: Mgmt For For
The Board of Directors proposes the Annual
General Meeting resolves on the following guidelines
for remuneration and other employment terms
for the senior management for the period up
to the 2012 Annual General Meeting. The guidelines
proposed do not comprise any material changes
compared to the principles resolved by the
2010 Annual General Meeting. 2011 Remuneration
Policy: Remuneration at Ericsson is based on
the principles of performance, competitiveness
and fairness. These principles and good practice
in Sweden guide our policy to: Attract and
retain highly competent, performing and motivated
people that have the ability, experience and
skill to deliver on the Ericsson strategy;
Encourage behavior consistent with Ericsson's
culture and core values of professionalism,
respect and perseverance; Ensure fairness in
reward by delivering total remuneration that
is appropriate but not excessive; Ensure a
total compensation mix of fixed and variable
remuneration and benefits that reflects the
Company's principles and is competitive where
Ericsson competes for talent; Encourage variable
remuneration which, first, aligns employees
with clear and relevant targets, second, reinforces
performance and, third, enables flexible remuneration
costs; Ensure that all variable remuneration
plans have maximum award and vesting limits;
Encourage employees to deliver sustained performance
and build up a personal shareholding in Ericsson,
aligning the interests of shareholders and
employees; Communicate clearly to both employees
and shareholders how Ericsson translates remuneration
principles and policy into practice. Group
Management: For Group Management consisting
of the Executive Leadership Team, including
the President and CEO, in the following referred
to as the "Group Management", total remuneration
consists of fixed salary, short- and long-term
variable remuneration, pension and other benefits.
Furthermore, the following guidelines apply
for Group Management: Variable remuneration
is through cash and stock-based programs awarded
against specific business targets derived from
the long term business plan approved by the
Board of Directors. Targets may include financial
targets at either corporate or unit level,
operational targets, employee motivation targets
and customer satisfaction targets; With the
current composition of Group Management, the
Company's cost during 2011 for the variable
remuneration of Group Management can, at a
constant share price, amount to between 0 and
150 percent of the aggregate fixed salary cost,
all excluding social security costs; All benefits,
including pension benefits, follow the competitive
practice in the home country taking total compensation
into account. The retirement age is normally
60 to 65 years of age; By way of exception,
additional arrangements can be made when deemed
required. Such additional arrangement shall
be limited in time and shall not exceed a period
of 36 months and two times the remuneration
that the individual concerned would have received
had no additional arrangement been made; The
mutual notice period may be no more than six
months. Upon termination of employment by the
Company, severance pay amounting to a maximum
of 18 months fixed salary is paid. Notice of
termination given by the employee due to significant
structural changes, or other events that in
a determining manner affect the content of
work or the condition for the position, is
equated with notice of termination served by
the Company
11.1 Implementation of the Stock Purchase Plan: All Mgmt For For
employees within the Ericsson Group, except
for what is mentioned in the fourth paragraph
below, will be offered to participate in the
Stock Purchase Plan. Employees who participate
in the Stock Purchase Plan shall, during a
12 month period from the implementation of
the plan, be able to invest up to 7.5 percent
of gross fixed salary in shares of series B
in the Company on NASDAQ OMX Stockholm or in
ADSs on NASDAQ. The CEO shall have the right
to invest up to 10 percent of gross fixed salary
and 10 percent of short term variable remuneration
for purchase of shares. If the purchased shares
are retained by the employee for three years
from the investment date and the employment
with the Ericsson Group continues during that
time, the employee will be given a corresponding
number of shares of series B or ADSs, free
of consideration. Participation in the Stock
Purchase Plan presupposes that such participation
is legally possible in the various jurisdictions
concerned and that the administrative costs
and financial efforts are reasonable in the
opinion of the Company
11.2 Transfer of treasury stock for the Stock Purchase Mgmt For For
Plan: a) Transfer of treasury stock to employees
Transfer of no more than 9,800,000 shares of
series B in the Company may occur on the following
terms and conditions: The right to acquire
shares shall be granted to such persons within
the Ericsson Group covered by the terms and
conditions of the Stock Purchase Plan. Furthermore,
subsidiaries within the Ericsson Group shall
have the right to acquire shares, free of consideration,
and such subsidiaries shall be obligated to
immediately transfer, free of consideration,
shares to their employees covered by the terms
and conditions of the Stock Purchase Plan;
The employee shall have the right to receive
shares during the period when the employee
is entitled to receive shares pursuant to the
terms and conditions of the Stock Purchase
Plan, i.e. during the period from November
2011 up to and including November 2015; Employees
covered by the terms and conditions of the
Stock Purchase Plan shall receive shares of
series B in the Company, free of consideration.
b) Transfer of treasury stock on an exchange
The Company shall have the right to, prior
to the Annual General Meeting in 2012, transfer
no more than 1,900,000 shares of series B in
the Company, in order to cover certain expenses,
mainly social security payments. Transfer of
the shares shall be effected on NASDAQ OMX
Stockholm at a price within the at each time
prevailing price interval for the share
11.3 Equity Swap Agreement with third party in relation Mgmt Against Against
to the Stock Purchase Plan: In the event that
the required majority is not reached under
item 11.2 above, 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 Implementation of the Key Contributor Retention Mgmt For For
Plan: In addition to the regular matching of
one share pursuant to the Stock Purchase Plan
described above, up to 10 percent of the employees
(presently approximately 9,000) are selected
as key contributors and will be offered an
additional matching of shares, free of consideration,
within the Key Contributor Retention Plan.
If the shares purchased in accordance with
the terms and conditions of the Stock Purchase
Plan are retained by an employee for three
years from the investment date and the employment
with the Ericsson Group continues during that
time, the employee will be entitled to an additional
matching share, free of consideration, for
every share purchased, in addition to the regular
matching of one share. Participation in the
Key Contributor Retention Plan presupposes
that such participation is legally possible
in the various jurisdictions concerned and
that the administrative costs and financial
efforts are reasonable in the opinion of the
Company. The Board of Directors shall however
be entitled, but not obligated, to arrange
for an alternative cash plan for key contributors
in specific jurisdictions, should any of the
aforementioned presuppositions prove not to
be at hand. Such alternative cash plan shall,
as far as practical correspond to the terms
and conditions of the Key Contributor Retention
Plan
11.5 Transfer of treasury stock for the Key Contributor Mgmt For For
Retention Plan: a) Transfer of treasury stock
to employees Transfer of no more than 6,100,000
shares of series B in the Company may occur
on the following terms and conditions; The
right to acquire shares shall be granted to
such persons within the Ericsson Group covered
by the terms and conditions of the Key Contributor
Retention Plan. Furthermore, subsidiaries within
the Ericsson Group shall have the right to
acquire shares, free of consideration, and
such subsidiaries shall be obligated to immediately
transfer, free of consideration, shares to
their employees covered by the terms and conditions
of the Key Contributor Retention Plan; The
employee shall have the right to receive shares
during the period when the employee is entitled
to receive shares pursuant to the terms and
conditions of the Key Contributor Retention
Plan, i.e. during the period from November
2011 up to and including November 2015; Employees
covered by the terms and conditions of the
Key Contributor Retention Plan shall receive
shares of series B in the Company, free of
consideration. b) Transfer of treasury stock
on an exchange The Company shall have the right
to, prior to the Annual General Meeting in
2012, transfer no more than 1,200,000 shares
of series B in the Company, in order to cover
certain expenses, mainly social security payments.
Transfer of the shares shall be effected on
NASDAQ OMX Stockholm at a price within the
at each time prevailing price interval for
the share
11.6 Equity Swap Agreement with third party in relation Mgmt Against Against
to the Contributor Retention Plan: In the event
that the required majority is not reached under
item 11.5 above, 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 Implementation of the Executive Performance Mgmt For For
Stock Plan: In addition to the regular matching
of shares pursuant to the Stock Purchase Plan
described above, senior managers, up to 0.5
percent of employees (presently approximately
450, although it is anticipated that the number
of participants will be significantly lower)
will be offered an additional matching of shares,
free of consideration, within the Executive
Performance Stock Plan. If the shares purchased
in accordance with the terms and conditions
of the Stock Purchase Plan are retained by
an employee for three years from the investment
date and the employment with the Ericsson Group
continues during that time, the employee will
be entitled to the following matching of shares,
free of consideration, in addition to the regular
matching of one share: The President may be
entitled to an additional performance match
of up to nine shares for each one purchased
; Other senior managers may be entitled to
an additional performance match of up to either
four or six shares for each one purchased;
The nomination of senior managers will be on
the basis of position, seniority and performance
at the discretion of the Remuneration Committee,
which will approve participation and matching
share opportunity. The terms and conditions
of the additional performance match under the
Executive Performance Stock Plan will be based
on the outcome of three targets, which are
independent of each other and have equal weighting:
Up to one third of the award shall vest provided
the compound annual growth rate (CAGR) of consolidated
net sales between year 0 (2010 financial year)
and year 3 (2013 financial year) is between
4 and 10 percent. Matching will begin at a
threshold level of 4 percent CAGR and increase
on a linear scale to full vesting of this third
of the award at 10 percent CAGR; Up to one
third of the award shall vest provided the
compound annual growth rate (CAGR) of consolidated
operating income between year 0 (2010 financial
year) and year 3 (2013 financial year) is between
5 and 15 percent. Income from joint ventures
and restructuring charges will be included
though restructuring charges for 2010 will
be excluded. Matching will begin at a threshold
level of 5 percent CAGR and increase on a linear
scale to full vesting of this third of the
award at 15 percent CAGR; Up to one third of
the award will be based on the cash conversion
during each of the years during the performance
period, calculated as cash flow from operating
activities divided by net income reconciled
to cash. One ninth of the total award will
vest for any year, i.e. financial years 2011,
2012 and 2013, if cash conversion is at or
above 70 percent. The Board of Directors considers
that long-term value creation will be reflected
in the success of these targets, aligning executives
with long-term shareholder interests. There
will be no allocation of shares if none of
the threshold levels have been achieved, i.e.
CAGR is less than 4 percent for net sales and
less than 5 percent for operating income, and
a 70 percent cash conversion has not been achieved
during the performance period. The minimum
matching at the threshold levels is 0. The
maximum number of performance matching shares
- 4 shares, 6 shares and 9 shares respectively
- will be allocated if the maximum performance
levels of CAGR of 10 percent for net sales
and 15 percent for operating income have been
achieved, or exceeded, and a cash conversion
of 70 percent or more has been achieved each
year during the period.Before the number of
performance shares to be matched are finally
determined, the Board of Directors shall examine
whether the performance matching is reasonable
considering the Company's financial results
and position, conditions on the stock market
and other circumstances, and if not, as determined
by the Board of Directors, reduce the number
of performance shares to be matched to the
lower number of shares deemed appropriate by
the Board of Directors. When undertaking its
evaluation of performance outcomes the Board
of Directors will consider, in particular,
the impact of larger acquisitions, divestitures,
the creation of joint ventures and any other
significant capital event on the three targets
on a case by case basis
11.8 Transfer of treasury stock for the Executive Mgmt For For
Performance Stock Plan: a) Transfer of treasury
stock to employees: Transfer of no more than
3,500,000 shares of series B in the Company
may occur on the following terms and conditions:
The right to acquire shares shall be granted
to such persons within the Ericsson Group covered
by the terms and conditions of the Executive
Performance Stock Plan. Furthermore, subsidiaries
within the Ericsson Group shall have the right
to acquire shares, free of consideration, and
such subsidiaries shall be obligated to immediately
transfer, free of consideration, shares to
their employees covered by the terms and conditions
of the Executive Performance Stock Plan; The
employee shall have the right to receive shares
during the period when the employee is entitled
to receive shares pursuant to the terms and
conditions of the Executive Performance Stock
Plan, i.e. during the period from November
2011 up to and including November 2015; Employees
covered by the terms and conditions of the
Executive Performance Stock Plan shall receive
shares of series B in the Company, free of
consideration. b) Transfer of treasury stock
on an exchange:The Company shall have the right
to, prior to the Annual General Meeting in
2012, transfer no more than 900,000 shares
of series B in the Company, in order to cover
certain expenses, mainly social security payments.
Transfer of the shares shall be effected on
NASDAQ OMX Stockholm at a price within the
at each time prevailing price interval for
the share
11.9 Equity Swap Agreement with third party in relation Mgmt Against Against
to the Executive Performance Stock Plan: In
the event that the required majority 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. Majority rules: The
resolutions of the Annual General Meeting implementation
of the three plans according to items 11.1,
11.4 and 11.7 above require that more than
half of the votes cast at the General Meeting
approve the proposals. The General Meeting's
resolutions on transfers of treasury stock
to employees and on an exchange according to
items 11.2, 11.5 and 11.8 above, shall be adopted
as one resolution for each of the three items,
and require that shareholders representing
at least nine-tenths of the votes cast as well
as the shares represented at the General Meeting
approve the proposals. A valid resolution in
accordance with the proposals for an equity
swap agreement under items 11.3, 11.6 and 11.9
above requires that more than half of the votes
cast at the General Meeting approve the proposals.
Description of ongoing variable remuneration
programs: The Company's ongoing variable remuneration
programs are described in detail in the Annual
Report 2010 in the note to the Consolidated
Financial Statements, Note C29 and on the Company's
website. The Remuneration Report published
in the Annual Report outlines how the Company
implements its remuneration policy in line
with corporate governance best practice
12 The Board of Directors' proposal for resolution Mgmt For For
on transfer of treasury stock in relation to
the resolutions on the Long-Term Variable Remuneration
Programs 2007, 2008, 2009 and 2010: Background:
The Extraordinary General Meeting 2007 as well
as the Annual General Meetings 2008, 2009 and
2010 resolved on a right for the Company to
transfer in total not more than 14,280,0003
shares of series B in the Company on a stock
exchange to cover certain payments, mainly
social security charges, that may occur in
relation to the Long-Term Variable Remuneration
Programs 2007, 2008, 2009 and 2010. Each resolution
has for legal reasons only been valid up to
the following Annual General Meeting. Resolutions
on transfer of treasury stock for the purpose
of the above mentioned plan and programs have
therefore been repeated at the subsequent Annual
General Meeting. In accordance with the resolutions
on transfer of in total not more than 14,280,000
shares, 504,800 shares of series B have been
transferred up to March 1, 2011. Proposal:
The Board of Directors proposes that the Annual
General Meeting resolve that the Company shall
have the right to transfer, prior to the Annual
General Meeting 2012, not more than 13,775,200
shares of series B in the Company, or the lower
number of shares of series B, which as per
April 13, 2011 remains of the original 14,280,000
shares, for the purpose of covering certain
payments, primarily social security charges
that may occur in relation to the Long-Term
Variable Remuneration Programs 2007, 2008,
2009 and 2010. Transfer of shares shall be
effected on NASDAQ OMX Stockholm at a price
within the, at each time, prevailing price
interval for the share. Majority rules: The
resolution of the Annual General Meeting on
a transfer of treasury stock requires that
shareholders holding at least two-thirds of
the votes cast as well as the shares represented
at the Meeting vote in favor of the proposal
13 The Board of Directors' proposal for resolution Mgmt For For
on amendment of the Articles of Association:
The Board of Directors proposes the Articles
of Association (Article 2) be amended to adjust
the description of the object's of the Company
to the Company's strategy to expand into new
industry segments, such as governments, health
industry, transport, utilities and mobile money
as specified
14 Resolution on Einar Hellbom's proposal for the Mgmt For For
Meeting to delegate to 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 Annual General Meeting
15 Close of the Meeting Non-Voting No vote
--------------------------------------------------------------------------------------------------------------------------
TELEFONICA O2 CZECH REP A S Agenda Number: 702571630
--------------------------------------------------------------------------------------------------------------------------
Security: X89734101
Meeting Type: EGM
Meeting Date: 10-Sep-2010
Ticker:
ISIN: CZ0009093209
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Opening Mgmt Abstain Against
2 Approve the rules of procedure of the general Mgmt For For
meeting, election of the Chairman of
the general meeting, the minutes clerk, minutes
verifiers and persons to count the votes
3 Approve to change the shares form Mgmt For For
4 Amend the Company Articles of Association Mgmt For For
5 Approve to provide the consent with the contract Mgmt For For
foe deposition of a part of the enterprise
in a subsidiary
6 Conclusion Mgmt Abstain Against
--------------------------------------------------------------------------------------------------------------------------
TELIASONERA AB, STOCKHOLM Agenda Number: 702846847
--------------------------------------------------------------------------------------------------------------------------
Security: W95890104
Meeting Type: AGM
Meeting Date: 06-Apr-2011
Ticker:
ISIN: SE0000667925
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
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 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 PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN Non-Voting No vote
ACCEPT ABSTAIN AS A VALID VOTE OPTION. THANK
YOU
0 Opening of the annual general meeting Non-Voting No vote
1 Election of Chairperson of the meeting: Claes Non-Voting No vote
Beyer, Attorney-at-law
2 Preparation and approval of voting register Non-Voting No vote
3 Adoption of agenda Non-Voting No vote
4 Election of two persons to check the meeting Non-Voting No vote
minutes along with the chairperson
5 Confirmation that the meeting has been duly Non-Voting No vote
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 2010. Speech
by President and CEO Lars Nyberg in connection
herewith and a description of the Board of
Directors work during 2010
7 Resolution to adopt the Income Statement, Balance Mgmt For For
Sheet, Consolidated Statement of Comprehensive
Income and Consolidated Statement of Financial
Position for 2010
8 Resolution concerning appropriation of the Company's Mgmt For For
profits as per the adopted Balance Sheet
and setting of record date for the stock dividend
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 2010
10 Resolution concerning number of board members Mgmt For For
and deputy board members to be elected by
the Annual General Meeting: Eight (8) with
no deputy board members
11 Resolution concerning remuneration to the Board Mgmt For For
of Directors
12 Re-election of Maija-Liisa Friman, Ingrid Jonasson Mgmt For For
Blank, Conny Karlsson, Anders Narvinger,
Timo Peltola, Lars Renstrom, Jon Risfelt and
Per-Arne Sandstrom as the Board of Directors.
The election will be preceded by information
from the Chairperson concerning positions held
in other companies by the candidates
13 Election of chairman of the Board of Directors: Mgmt For For
Anders Narvinger
14 Resolution concerning number of auditors and Mgmt For For
deputy auditors: The number of auditors shall,
until the end of the annual general meeting
2012, be one (1)
15 Resolution concerning remuneration to the auditors Mgmt For For
16 Re-election of PricewaterhouseCoopers until Mgmt For For
the end of the annual general meeting 2012
and election of deputy auditors
17 Election of Nomination Committee: Kristina Ekengren Mgmt For For
(Swedish State), Kari Jarvinen (Finnish
State via Solidium Oy), Thomas Eriksson (Swedbank
Robur Funds), Per Frennberg (Alecta) and
Anders Narvinger (chairman of the Board of
Directors)
18 Proposal regarding guidelines for remuneration Mgmt For For
to the executive management
19 The Board of Directors' proposal for amendment Mgmt For For
in Articles of Association
20 The Board of Directors' proposal for authorization Mgmt For For
to acquire own shares
21.a The Board of Directors' proposal for implementation Mgmt Against Against
of a long-term incentive program 2011/2014
21.b The Board of Directors' proposal for hedging Mgmt Against Against
arrangements for the program
22 The Board of Directors' proposal for reduction Mgmt For For
of the share capital
23.a Matter submitted by the shareholder Torwald Mgmt Against Against
Arvidsson regarding announced proposal
that the annual general meeting shall decide
that a special examinations shall
be done in the following respects: the consequences
of the company's independence and freedom of
action having the Swedish State as owner
23.b Matter submitted by the shareholder Torwald Mgmt Against Against
Arvidsson regarding announced proposal
that the annual general meeting shall decide
that a special examinations shall
be done in the following respects: to what
extent has the current human resourses strategy
harmed the company
23.c Matter submitted by the shareholder Torwald Mgmt Against Against
Arvidsson regarding announced proposal
that the annual general meeting shall decide
that a special examinations shall
be done in the following respects: the risk
that repeated savings obligations will affect
the company's long-term profitability
24 The board does not make any recommendation: Mgmt Against Against
Matter submitted by the shareholder
Torwald Arvidsson regarding announced proposal
that the annual general meeting shall authorize
the Board of Directors to initiate
negotiations regarding a transfer of Skanova
on commercial terms
0 Closing of the annual general meeting Non-Voting No vote
PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION Non-Voting No vote
IN THE TEXT OF RESOLUTION 23B. 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.
--------------------------------------------------------------------------------------------------------------------------
TELKOM SA LTD Agenda Number: 702559622
--------------------------------------------------------------------------------------------------------------------------
Security: S84197102
Meeting Type: AGM
Meeting Date: 24-Aug-2010
Ticker:
ISIN: ZAE000044897
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the annual financial statements for Mgmt For For
the YE 31 MAR 2010
2 Re-elect PCS Luthuli as a Director who in terms Mgmt For For
of the Articles of Association retires
by rotation
3 Re-appoint Ernst & Young Inc as the Auditors Mgmt For For
of the Company, to hold office until the
conclusion of the next AGM of the Company and
to note that the individual registered
Auditor who will undertake the audit during
the FYE 31 MAR 2011 is Mr. R Hillen
--------------------------------------------------------------------------------------------------------------------------
TELSTRA CORP LTD Agenda Number: 702625510
--------------------------------------------------------------------------------------------------------------------------
Security: Q8975N105
Meeting Type: AGM
Meeting Date: 19-Nov-2010
Ticker:
ISIN: AU000000TLS2
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
3 Election of Nora Scheinkestel as a Director Mgmt For For
4 Remuneration report Mgmt For For
5 New Constitution Mgmt For For
1. Chairman and CEO Presentations Non-Voting No vote
2. To discuss the Company's financial statements Non-Voting No vote
and reports for the YE 30 JUN 2010
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote
OF NON-VOTABLE 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.
--------------------------------------------------------------------------------------------------------------------------
THE PROGRESSIVE CORPORATION Agenda Number: 933390899
--------------------------------------------------------------------------------------------------------------------------
Security: 743315103
Meeting Type: Annual
Meeting Date: 29-Apr-2011
Ticker: PGR
ISIN: US7433151039
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: STUART B. BURGDOERFER Mgmt For For
1B ELECTION OF DIRECTOR: CHARLES A. DAVIS Mgmt For For
02 TO APPROVE AN AMENDMENT TO THE COMPANY'S CODE Mgmt For For
OF REGULATIONS ALLOWING OUR BOARD OF DIRECTORS
TO AMEND THE CODE OF REGULATIONS TO THE EXTENT
PERMITTED BY OHIO LAW.
03 TO CAST AN ADVISORY VOTE ON THE COMPANY'S EXECUTIVE Mgmt For For
COMPENSATION PROGRAM.
04 TO CAST AN ADVISORY VOTE ON THE FREQUENCY OF Mgmt 1 Year For
THE SHAREHOLDER VOTE ON THE COMPANY'S EXECUTIVE
COMPENSATION PROGRAM.
05 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2011.
--------------------------------------------------------------------------------------------------------------------------
UNION PACIFIC CORPORATION Agenda Number: 933408189
--------------------------------------------------------------------------------------------------------------------------
Security: 907818108
Meeting Type: Annual
Meeting Date: 05-May-2011
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 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
03 AN ADVISORY VOTE ON EXECUTIVE COMPENSATION ("SAY Mgmt For For
ON PAY").
04 AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE Mgmt 1 Year For
ADVISORY VOTES ON EXECUTIVE COMPENSATION ("SAY
ON FREQUENCY").
5A COMPANY PROPOSAL TO AMEND THE COMPANY'S ARTICLES Mgmt For For
OF INCORPORATION TO REDUCE SHAREHOLDER VOTING
REQUIREMENTS RELATED TO: ACTIONS ADVERSELY
AFFECTING PREFERRED STOCK.
5B COMPANY PROPOSAL TO AMEND THE COMPANY'S ARTICLES Mgmt For For
OF INCORPORATION TO REDUCE SHAREHOLDER VOTING
REQUIREMENTS RELATED TO: REMOVAL OF DIRECTORS.
5C COMPANY PROPOSAL TO AMEND THE COMPANY'S ARTICLES Mgmt For For
OF INCORPORATION TO REDUCE SHAREHOLDER VOTING
REQUIREMENTS RELATED TO: CHANGING THE AUTHORIZED
AMOUNT OF CAPITAL STOCK.
06 SHAREHOLDER PROPOSAL REGARDING AN INDEPENDENT Shr Against For
DIRECTOR TO SERVE AS CHAIRMAN OF THE BOARD
IF PROPERLY PRESENTED AT THE ANNUAL MEETING.
--------------------------------------------------------------------------------------------------------------------------
UNITED UTILITIES GROUP PLC, WARRINGTON Agenda Number: 702532640
--------------------------------------------------------------------------------------------------------------------------
Security: G92755100
Meeting Type: AGM
Meeting Date: 23-Jul-2010
Ticker:
ISIN: GB00B39J2M42
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the financial statements and the reports Mgmt For For
of the Directors and Auditors for the YE 31
MAR 2010
2. Declare a final dividend of 23.13 pence per Mgmt For For
ordinary share
3. Approve the Directors' remuneration report for Mgmt For For
the YE 31 MAR 2010
4. Re-appoint Charlie Cornish as a Director Mgmt For For
5. Re-appoint Dr. Catherine Bell as a Director Mgmt For For
6. Re-appoint Nick Salmon as a Director Mgmt For For
7. Re-appoint Deloitte LLP as the Auditors of the Mgmt For For
Company
8. Authorize the Directors to set the Auditors' Mgmt For For
remuneration
9. Authorize the Board to allot ordinary shares Mgmt For For
pursuant to Section 551 of the Companies Act
2006 ('the Act') in the Company and to grant
rights to subscribe for or convert any security
into ordinary shares in the Company: (A) up
to a nominal amount of GBP 11,358,933 (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 Act) up to a nominal amount of GBP 22,717,867
(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 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;
[Authority expires the earlier of the conclusion
of the next AGM of the Company or 22 OCT 2011];
and the Directors may allot shares or grant
rights after the expiry of this authority in
pursuance of such an offer or agreement made
prior to such expiry
S.10 Authorize the Board, if Resolution 9 is passed Mgmt For For
to allot equity securities (as defined in the
Companies Act 2006 ('the Act')) for cash under
the authority given by that resolution and/or
to sell ordinary shares of five pence each
held by the Company as treasury shares for
cash as if Section 561 of the Act 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 (but in the
case of the authority granted under Paragraph
(B) of Resolution 9, 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, or under
the laws of, any territory or any other matter;
and (B) in the case of the authority granted
under Paragraph (A) of Resolution 9 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 1,703,840; [Authority expires
the earlier of the conclusion of the next AGM
of the Company or 22 OCT 2011]; and 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)
and the Directors may allot equity securities
(and sell treasury shares) under any such offer
or agreement as if the power had not ended
S.11 Authorize the Company, for the purposes of Section Mgmt For For
701 of the Companies Act 2006 ('the Act') to
make one or more market purchases (as defined
in Section 693(4) of the Act) of its ordinary
shares of 5 pence each, such power to be limited:
(A) to a maximum number of 68,153,603 ordinary
shares; (B) by the condition that the minimum
price which may be paid for an ordinary share
is the nominal amount of that share 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 5 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 the earlier of the conclusion
of the next AGM of the Company or 22 OCT 2011];
the Company, before the expiry, may make a
contract to purchase ordinary shares which
will or may be executed wholly or partly after
such expiry
S.12 Approve a general meeting other than an AGM Mgmt For For
may be called on not less than 14 clear days'
notice
S.13 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 the Articles of
Association produced to the meeting and initialled
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
14. Authorize the Company, in accordance with Part Mgmt For For
14 of the Companies Act 2006 ('the Act'), the
Company and each Company which is or becomes
a subsidiary of the Company at any time during
the period for which this resolution has effect:
(A) to make political donations to political
parties and/or independent election candidates
to which Part 14 of the Act applies, not exceeding
GBP 50,000 in total; (B) to make political
donations to political organizations other
than political parties, not exceeding GBP 50,000
in total; and (C) to incur political expenditure,
not exceeding GBP 50,000 in total; in any event,
the aggregate amount of political donations
and political expenditure made or incurred
by the Company and its subsidiaries pursuant
to this resolution shall not exceed GBP 150,000;
[Authority expires at the conclusion of the
next AGM of the Company and 22 OCT 2011]
--------------------------------------------------------------------------------------------------------------------------
VIVENDI SA Agenda Number: 702819573
--------------------------------------------------------------------------------------------------------------------------
Security: F97982106
Meeting Type: MIX
Meeting Date: 21-Apr-2011
Ticker:
ISIN: FR0000127771
--------------------------------------------------------------------------------------------------------------------------
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/2011/0304/201103041100553.pdf
AND https://balo.journal-officiel.gouv.fr/pdf/2011/0330/201103301100972.pdf
O.1 Approval of the reports and annual financial Mgmt For For
statements for the financial year 2010
O.2 Approval of the reports and consolidated financial Mgmt For For
statements for the financial year 2010
O.3 Approval of the Statutory Auditors' special Mgmt For For
report on new regulated Agreements
and Undertakings concluded during the financial
year 2010
O.4 Allocation of income for the financial year Mgmt For For
2010, setting the dividend and the date
of payment
O.5 Renewal of Mr. Jean-Yves Charlier's term as Mgmt For For
Supervisory Board member
O.6 Renewal of Mr. Henri Lachmann's term as Supervisory Mgmt For For
Board member
O.7 Renewal of Mr. Pierre Rodocanachi's term as Mgmt For For
Supervisory Board member
O.8 Appointment of the company KPMG SA as principal Mgmt For For
statutory auditor
O.9 Appointment of the company KPMG Audit Is SAS Mgmt For For
as deputy statutory auditor
O.10 Authorization to be granted to the Executive Mgmt For For
Board to allow the Company to purchase its
own shares
E.11 Authorization to be granted to the Executive Mgmt For For
Board to reduce the share capital by
cancellation of shares
E.12 Authorization to be granted to the Executive Mgmt For For
Board to grant options to subscribe
for shares of the Company
E.13 Authorization to be granted to the Executive Mgmt For For
Board to carry out the allocation
of performance shares existing or to be issued
E.14 Delegation granted to the Executive Board to Mgmt For For
increase capital by issuing ordinary shares
or any securities giving access to the capital
with preferential subscription rights
of shareholders
E.15 Delegation granted to the Executive Board to Mgmt For For
increase capital by issuing ordinary shares
or any securities giving access to the capital
without preferential subscription rights
of shareholders
E.16 Authorization to be granted to the Executive Mgmt For For
Board to increase the number of issuable securities
in the event of surplus demand with a capital
increase with or without preferential subscription
rights, within the limit of 15% of the original
issuance and within the limits set under the
fourteenth and fifteenth resolutions
E.17 Delegation granted to the Executive Board to Mgmt For For
increase the share capital, within the
limit of 10% of the capital and within the
limits set under the fourteenth and fifteenth
resolutions, in consideration for in-kind
contributions of equity securities
or securities giving access to the capital
of third party companies outside of a public
exchange offer
E.18 Delegation granted to the Executive Board to Mgmt For For
increase the share capital in favor of employees
and retired employees participating in the
Group Savings Plan
E.19 Delegation granted to the Executive Board to Mgmt For For
decide to increase the share capital in
favor of employees of Vivendi foreign subsidiaries
participating in the Group Savings Plan and
to implement any similar plan
E.20 Delegation granted to the Executive Board to Mgmt For For
increase the capital by incorporation
of premiums, reserves, profits or other amounts
E.21 Amendment of Article 10 of the Statutes "Organizing Mgmt For For
the Supervisory Board", by adding a new 6th
paragraph: Censors
E.22 Powers to accomplish the formalities Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
WELLS FARGO & COMPANY Agenda Number: 933389151
--------------------------------------------------------------------------------------------------------------------------
Security: 949746101
Meeting Type: Annual
Meeting Date: 03-May-2011
Ticker: WFC
ISIN: US9497461015
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: JOHN D. BAKER II Mgmt For For
1B ELECTION OF DIRECTOR: JOHN S. CHEN Mgmt For For
1C ELECTION OF DIRECTOR: LLOYD H. DEAN Mgmt For For
1D ELECTION OF DIRECTOR: SUSAN E. ENGEL Mgmt For For
1E ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR. Mgmt For For
1F ELECTION OF DIRECTOR: DONALD M. JAMES Mgmt For For
1G ELECTION OF DIRECTOR: MACKEY J. MCDONALD Mgmt For For
1H ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN Mgmt For For
1I ELECTION OF DIRECTOR: NICHOLAS G. MOORE Mgmt For For
1J ELECTION OF DIRECTOR: PHILIP J. QUIGLEY Mgmt Against Against
1K ELECTION OF DIRECTOR: JUDITH M. RUNSTAD Mgmt For For
1L ELECTION OF DIRECTOR: STEPHEN W. SANGER Mgmt For For
1M ELECTION OF DIRECTOR: JOHN G. STUMPF Mgmt For For
1N ELECTION OF DIRECTOR: SUSAN G. SWENSON Mgmt For For
02 PROPOSAL TO APPROVE AN ADVISORY RESOLUTION TO Mgmt For For
APPROVE THE NAMED EXECUTIVES' COMPENSATION.
03 ADVISORY PROPOSAL ON THE FREQUENCY OF FUTURE Mgmt 1 Year For
ADVISORY VOTES REGARDING NAMED EXECUTIVES'
COMPENSATION.
04 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP Mgmt For For
AS INDEPENDENT AUDITORS FOR 2011.
05 STOCKHOLDER PROPOSAL REGARDING AN AMENDMENT Shr For Against
TO THE COMPANY'S BY-LAWS TO ALLOW HOLDERS OF
10% OF THE COMPANY'S COMMON STOCK TO CALL SPECIAL
MEETINGS OF STOCKHOLDERS.
06 STOCKHOLDER PROPOSAL TO PROVIDE FOR CUMULATIVE Shr Against For
VOTING IN CONTESTED DIRECTOR ELECTIONS.
07 STOCKHOLDER PROPOSAL REGARDING THE ADOPTION Shr For Against
OF A POLICY TO REQUIRE AN INDEPENDENT CHAIRMAN.
08 STOCKHOLDER PROPOSAL REGARDING AN ADVISORY VOTE Shr Against For
ON DIRECTOR COMPENSATION.
09 STOCKHOLDER PROPOSAL REGARDING AN INVESTIGATION Shr For Against
AND REPORT ON INTERNAL CONTROLS FOR MORTGAGE
SERVICING OPERATIONS.
--------------------------------------------------------------------------------------------------------------------------
WESTPAC BANKING CORP, SYDNEY NSW Agenda Number: 702705837
--------------------------------------------------------------------------------------------------------------------------
Security: Q97417101
Meeting Type: AGM
Meeting Date: 15-Dec-2010
Ticker:
ISIN: AU000000WBC1
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting No vote
PROPOSAL 4 AND VOTES CAST BY ANY INDIVIDUAL
OR RELATED PARTY WHO BENEFIT FROM THE PASSING
OF THE PROPOSAL/S WILL BE DISREGARDED BY
THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT
OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD
NOT VOTE (OR VOTE "ABSTAIN") ON THE RELEVANT
PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE
THAT YOU HAVE OBTAINED BENEFIT OR EXPECT
TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT
PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON
PROPOSAL (4), YOU ACKNOWLEDGE THAT YOU HAVE
NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN
BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S
AND YOU COMPLY WITH THE VOTING EXCLUSION.
2 Adoption of Remuneration Report for the year Mgmt For For
ended 30 September 2010 (non- binding resolution)
3.A Re-election of Elizabeth Blomfield Bryan Mgmt For For
3.B Re-election of Peter John Oswin Hawkins Mgmt For For
3.C Re-election of Carolyn Judith Hewson Mgmt For For
4 Grant of equity to Chief Executive Officer Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
ZURICH FINL SVCS Agenda Number: 702821213
--------------------------------------------------------------------------------------------------------------------------
Security: H9870Y105
Meeting Type: AGM
Meeting Date: 31-Mar-2011
Ticker:
ISIN: CH0011075394
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT 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.
CMMT PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No vote
MEETING NOTICE SENT UNDER MEETING 795595, 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 Approval of the annual report, the Annual financial Mgmt Take No Action
statements and the consolidated financial statements
for 2010
1.2 Advisory vote on the remuneration system according Mgmt Take No Action
to the remuneration report
2.1 Appropriation of available earnings for 2010, Mgmt Take No Action
allocation to reserves from capital contributions
2.2 Allocation to and appropriation of reserves Mgmt Take No Action
from capital contributions
3 Discharge of members of the board of directors Mgmt Take No Action
and of the group executive committee
4.1 Change to the articles of incorporation.(deletion Mgmt Take No Action
of article 25 para. 2)
4.2 Change to the articles of incorporation. (deletion Mgmt Take No Action
of article 27bis)
5.1.1 Re-election of Mr Manfred Gentz Mgmt Take No Action
5.1.2 Re-election of Mr Fred Kindle Mgmt Take No Action
5.1.3 Re-election of Mr Tom De Swaan Mgmt Take No Action
5.2 Re-election of auditors Pricewaterhouse Coopers Mgmt Take No Action
Ltd, Zurich
6 Ad-hoc Mgmt Take No Action
* Management position unknown
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) Eaton Vance Tax-Advantaged Global Dividend Income Fund
By (Signature) /s/ Judith A. Saryan
Name Judith A. Saryan
Title President
Date 08/17/2011