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: 811-21973
NAME OF REGISTRANT: Eaton Vance Tax-Managed Global
Diversified Equity 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-Managed Global Diversified Equity 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
--------------------------------------------------------------------------------------------------------------------------
ACCENTURE PLC Agenda Number: 933362042
--------------------------------------------------------------------------------------------------------------------------
Security: G1151C101
Meeting Type: Annual
Meeting Date: 03-Feb-2011
Ticker: ACN
ISIN: IE00B4BNMY34
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 ACCEPTANCE, IN A NON-BINDING VOTE, OF THE FINANCIAL Mgmt For For
STATEMENTS FOR THE FIFTEEN MONTH PERIOD ENDED
AUGUST 31, 2010 AS PRESENTED
2A RE-APPOINTMENT OF DIRECTOR: CHARLES H. GIANCARLO Mgmt For For
2B RE-APPOINTMENT OF DIRECTOR: DENNIS F. HIGHTOWER Mgmt For For
2C RE-APPOINTMENT OF DIRECTOR: BLYTHE J. MCGARVIE Mgmt For For
2D RE-APPOINTMENT OF DIRECTOR: MARK MOODY-STUART Mgmt For For
2E RE-APPOINTMENT OF DIRECTOR: PIERRE NANTERME Mgmt For For
03 RATIFICATION, IN A NON-BINDING VOTE, OF APPOINTMENT Mgmt For For
OF KPMG AS INDEPENDENT AUDITORS FOR THE 2011
FISCAL YEAR AND AUTHORIZATION, IN A BINDING
VOTE, OF THE BOARD, ACTING THROUGH THE AUDIT
COMMITTEE, TO DETERMINE KPMG'S REMUNERATION
04 APPROVAL, IN A NON-BINDING VOTE, OF THE COMPENSATION Mgmt For For
OF THE NAMED EXECUTIVE OFFICERS
05 RECOMMENDATION, IN A NON-BINDING VOTE, OF THE Mgmt 1 Year Against
FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE
COMPENSATION
06 AUTHORIZATION TO HOLD THE 2012 ANNUAL GENERAL Mgmt For For
MEETING OF SHAREHOLDERS OF ACCENTURE PLC AT
A LOCATION OUTSIDE OF IRELAND
07 AUTHORIZATION OF ACCENTURE TO MAKE OPEN-MARKET Mgmt For For
PURCHASES OF ACCENTURE PLC CLASS A ORDINARY
SHARES
08 DETERMINATION OF THE PRICE RANGE AT WHICH ACCENTURE Mgmt For For
PLC CAN RE-ISSUE SHARES THAT IT ACQUIRES AS
TREASURY STOCK
--------------------------------------------------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------------------------------------------------
ALPHA NATURAL RESOURCES, INC. Agenda Number: 933449197
--------------------------------------------------------------------------------------------------------------------------
Security: 02076X102
Meeting Type: Special
Meeting Date: 01-Jun-2011
Ticker: ANR
ISIN: US02076X1028
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO APPROVE THE AMENDMENT TO ALPHA'S CERTIFICATE Mgmt For For
OF INCORPORATION, AS DESCRIBED IN AND ATTACHED
AS ANNEX B TO THE JOINT PROXY STATEMENT/PROSPECTUS,
PURSUANT TO WHICH ALPHA WILL BE AUTHORIZED
TO ISSUE UP TO 400,000,000 SHARES OF COMMON
STOCK, PAR VALUE $0.01 PER SHARE.
02 TO APPROVE THE ISSUANCE OF SHARES OF ALPHA COMMON Mgmt For For
STOCK, PAR VALUE $0.01 PER SHARE, TO STOCKHOLDERS
OF MASSEY ENERGY COMPANY PURSUANT TO THE MERGER
AGREEMENT, DATED JANUARY 28, 2011, AMONG ALPHA,
MOUNTAIN MERGER SUB, INC., AND MASSEY.
03 TO APPROVE ADJOURNMENTS OF THE ALPHA SPECIAL Mgmt For For
MEETING IF NECESSARY OR APPROPRIATE, INCLUDING
TO PERMIT FURTHER SOLICITATION OF PROXIES IF
THERE ARE NOT SUFFICIENT VOTES AT THE TIME
OF THE ALPHA SPECIAL MEETING TO APPROVE ONE
OR BOTH OF THE PROPOSALS DESCRIBED ABOVE.
--------------------------------------------------------------------------------------------------------------------------
AMAZON.COM, INC. Agenda Number: 933435566
--------------------------------------------------------------------------------------------------------------------------
Security: 023135106
Meeting Type: Annual
Meeting Date: 07-Jun-2011
Ticker: AMZN
ISIN: US0231351067
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: JEFFREY P. BEZOS Mgmt For For
1B ELECTION OF DIRECTOR: TOM A. ALBERG Mgmt For For
1C ELECTION OF DIRECTOR: JOHN SEELY BROWN Mgmt For For
1D ELECTION OF DIRECTOR: WILLIAM B. GORDON Mgmt For For
1E ELECTION OF DIRECTOR: ALAIN MONIE Mgmt For For
1F ELECTION OF DIRECTOR: JONATHAN J. RUBINSTEIN Mgmt For For
1G ELECTION OF DIRECTOR: THOMAS O. RYDER Mgmt For For
1H ELECTION OF DIRECTOR: PATRICIA Q. STONESIFER Mgmt For For
02 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS OUR INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2011.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year Against
VOTES ON EXECUTIVE COMPENSATION.
05 SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER OWNERSHIP Shr For Against
THRESHOLD FOR CALLING A SPECIAL MEETING OF
SHAREHOLDERS.
06 SHAREHOLDER PROPOSAL REGARDING AN ASSESSMENT Shr Against For
AND REPORT CONCERNING CLIMATE CHANGE.
--------------------------------------------------------------------------------------------------------------------------
AMERICAN ELECTRIC POWER COMPANY, INC. Agenda Number: 933383779
--------------------------------------------------------------------------------------------------------------------------
Security: 025537101
Meeting Type: Annual
Meeting Date: 26-Apr-2011
Ticker: AEP
ISIN: US0255371017
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: DAVID J. ANDERSON Mgmt For For
1B ELECTION OF DIRECTOR: JAMES F. CORDES Mgmt For For
1C ELECTION OF DIRECTOR: RALPH D. CROSBY, JR. Mgmt For For
1D ELECTION OF DIRECTOR: LINDA A. GOODSPEED Mgmt For For
1E ELECTION OF DIRECTOR: THOMAS E. HOAGLIN Mgmt For For
1F ELECTION OF DIRECTOR: LESTER A. HUDSON, JR. Mgmt For For
1G ELECTION OF DIRECTOR: MICHAEL G. MORRIS Mgmt For For
1H ELECTION OF DIRECTOR: RICHARD C. NOTEBAERT Mgmt For For
1I ELECTION OF DIRECTOR: LIONEL L. NOWELL III Mgmt For For
1J ELECTION OF DIRECTOR: RICHARD L. SANDOR Mgmt For For
1K ELECTION OF DIRECTOR: KATHRYN D. SULLIVAN Mgmt For For
1L ELECTION OF DIRECTOR: SARA MARTINEZ TUCKER Mgmt For For
1M ELECTION OF DIRECTOR: JOHN F. TURNER Mgmt For For
2 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2011.
3 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
4 ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN Mgmt 1 Year For
ADVISORY VOTE ON EXECUTIVE COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
AMERICAN EXPRESS COMPANY Agenda Number: 933388995
--------------------------------------------------------------------------------------------------------------------------
Security: 025816109
Meeting Type: Annual
Meeting Date: 02-May-2011
Ticker: AXP
ISIN: US0258161092
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
D.F. AKERSON Mgmt For For
C. BARSHEFSKY Mgmt For For
U.M. BURNS Mgmt For For
K.I. CHENAULT Mgmt For For
P. CHERNIN Mgmt For For
T.J. LEONSIS Mgmt For For
J. LESCHLY Mgmt For For
R.C. LEVIN Mgmt For For
R.A. MCGINN Mgmt For For
E.D. MILLER Mgmt For For
S.S REINEMUND Mgmt For For
R.D. WALTER Mgmt For For
R.A. WILLIAMS Mgmt For For
02 RATIFICATION OF 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 OF ADVISORY EXECUTIVE Mgmt 1 Year For
COMPENSATION VOTE.
05 SHAREHOLDER PROPOSAL RELATING TO CUMULATIVE Shr Against For
VOTING FOR DIRECTORS.
06 SHAREHOLDER PROPOSAL RELATING TO THE CALLING Shr For Against
OF SPECIAL SHAREHOLDER MEETINGS.
--------------------------------------------------------------------------------------------------------------------------
AMERICAN TOWER CORPORATION Agenda Number: 933406438
--------------------------------------------------------------------------------------------------------------------------
Security: 029912201
Meeting Type: Annual
Meeting Date: 18-May-2011
Ticker: AMT
ISIN: US0299122012
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: RAYMOND P. DOLAN Mgmt For For
1B ELECTION OF DIRECTOR: RONALD M. DYKES Mgmt For For
1C ELECTION OF DIRECTOR: CAROLYN F. KATZ Mgmt For For
1D ELECTION OF DIRECTOR: GUSTAVO LARA CANTU Mgmt For For
1E ELECTION OF DIRECTOR: JOANN A. REED Mgmt For For
1F ELECTION OF DIRECTOR: PAMELA D.A. REEVE Mgmt For For
1G ELECTION OF DIRECTOR: DAVID E. SHARBUTT Mgmt For For
1H ELECTION OF DIRECTOR: JAMES D. TAICLET, JR. Mgmt For For
1I ELECTION OF DIRECTOR: SAMME L. THOMPSON Mgmt For For
02 TO RATIFY THE SELECTION OF DELOITTE & TOUCHE Mgmt For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2011.
03 TO APPROVE AN AMENDMENT TO AMERICAN TOWER CORPORATION'S Mgmt For For
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION.
04 TO CONDUCT AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
05 TO CONDUCT AN ADVISORY VOTE ON WHETHER TO HOLD Mgmt 1 Year For
THE STOCKHOLDER ADVISORY VOTE ON EXECUTIVE
COMPENSATION EVERY ONE, TWO OR THREE YEARS.
--------------------------------------------------------------------------------------------------------------------------
AMERISOURCEBERGEN CORPORATION Agenda Number: 933365733
--------------------------------------------------------------------------------------------------------------------------
Security: 03073E105
Meeting Type: Annual
Meeting Date: 17-Feb-2011
Ticker: ABC
ISIN: US03073E1055
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF CLASS I DIRECTOR: CHARLES H. COTROS Mgmt For For
1B ELECTION OF CLASS I DIRECTOR: JANE E. HENNEY, Mgmt For For
M.D.
1C ELECTION OF CLASS I DIRECTOR: R. DAVID YOST Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM.
03 ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED Mgmt For For
EXECUTIVE OFFICERS.
04 ADVISORY VOTE ON THE FREQUENCY OF A STOCKHOLDER Mgmt 1 Year Against
VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS.
05 APPROVAL OF THE AMENDMENT OF AMERISOURCEBERGEN'S Mgmt For For
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION.
06 APPROVAL OF THE AMERISOURCEBERGEN CORPORATION Mgmt For For
2011 EMPLOYEE STOCK PURCHASE PLAN.
--------------------------------------------------------------------------------------------------------------------------
ANGLO AMERN PLC Agenda Number: 702853400
--------------------------------------------------------------------------------------------------------------------------
Security: G03764134
Meeting Type: AGM
Meeting Date: 21-Apr-2011
Ticker:
ISIN: GB00B1XZS820
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive the financial statements of the Company Mgmt For For
and the Group and the reports of the directors
and auditors for the year ended 31 December
2010
2 To declare a final dividend of 40 US cents per Mgmt For For
ordinary share, payable on 28 April 2011 to
those shareholders registered at the close
of business on 1 April 2011
3 To elect Mr Phuthuma Nhleko as a director of Mgmt For For
the Company
4 To re-elect Cynthia Carroll as a director of Mgmt For For
the Company
5 To re-elect David Challen as a director of the Mgmt For For
Company
6 To re-elect Sir CK Chow as a director of the Mgmt For For
Company
7 To re-elect Sir Philip Hampton as a director Mgmt For For
of the Company
8 To re-elect Rene Medori as a director of the Mgmt For For
Company
9 To re-elect Ray O'Rourke as a director of the Mgmt For For
Company
10 To re-elect Sir John Parker as a director of Mgmt For For
the Company
11 To re-elect Mamphela Ramphele as a director Mgmt For For
of the Company
12 To re-elect Jack Thompson as a director of the Mgmt For For
Company
13 To re-elect Peter Woicke as a director of the Mgmt For For
Company
14 To re-appoint Deloitte LLP as auditors of the Mgmt For For
Company for the ensuing year
15 To authorise the directors to determine the Mgmt For For
remuneration of the auditors
16 To approve the directors' remuneration report Mgmt For For
for the year ended 31 December 2010 set out
in the Annual Report
17 To resolve that the rules of the Anglo American Mgmt For For
Long Term Incentive Plan 2011 produced to the
meeting and for the purposes of identification
initialled by the chairman (the 'Plan') be
approved, and the directors' adoption of the
Plan be authorised
18 To resolve that the authority conferred on the Mgmt For For
directors by Article 9.2 of the Company's
Articles of Association be renewed for the
period ending at the conclusion of the Annual
General Meeting in 2012 or on 30 June 2012,
whichever is the earlier, and for
such period the Section 551 Amount shall be
USD 72.5 million. Such authority shall be in
substitution for all previous authorities
pursuant to Section 551 of the Companies Act
2006
19 To resolve that subject to the passing of Resolution Mgmt For For
18 above, the power conferred on the directors
by Article 9.3 of the Company's Articles of
Association be renewed for the period
referred to in Resolution 18 and for such
period the Section 561 Amount shall be USD
36.2 million. Such authority shall be in substitution
for all previous powers pursuant to Section
561 of the Companies Act 2006
20 To resolve that the Company be and is generally Mgmt For For
and unconditionally authorised for
the purpose of Section 701 of the Companies
Act 2006 to make market purchases (within
the meaning of Section 693 of the Companies
Act 2006) of ordinary shares of 54 86/91
US cents each in the capital of the Company
provided that: a) the maximum number of ordinary
shares of 54 86/91 US cents each in the capital
of the Company authorised to be acquired is
197.9 million; b) the minimum price which
may be paid for an ordinary share is 54 86/91
US cents, which amount shall be exclusive of
expenses; c) the maximum price which may
be paid for an ordinary share is an amount
(exclusive of expenses) equal to the higher
of 105% of the average of the middle market
quotation for an ordinary share, as derived
from the London CONTD
CONT CONTD Stock Exchange Daily Official List, for Non-Voting No vote
the five business days immediately
preceding the day on which such ordinary share
is contracted to be purchased and the highest
current bid as stipulated by Article 5(1) of
the Buy-back and Stabilisation Regulations
2003; and d) the authority hereby conferred
shall expire at the conclusion of the Annual
General Meeting of the Company to be held in
2012 (except in relation to the purchase of
ordinary shares the contract for which was
concluded before the expiry of such
authority and which might be executed wholly
or partly after such expiry) unless such
authority is renewed prior to such time
21 That a general meeting other than an annual Mgmt For For
general meeting may be called on not less
than 14 clear days' notice
--------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH INBEV SA, BRUXELLES Agenda Number: 702901681
--------------------------------------------------------------------------------------------------------------------------
Security: B6399C107
Meeting Type: MIX
Meeting Date: 26-Apr-2011
Ticker:
ISIN: BE0003793107
--------------------------------------------------------------------------------------------------------------------------
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) MAY BE
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
A.1 Proposal to replace the words "the last Tuesday Mgmt No vote
of April" in the first paragraph of Article
24 with the words "the last Wednesday of April"
A.2 Proposal to add the following new paragraph Mgmt No vote
at the end of Article 22:"The Company is authorised
to deviate from the provisions of Article 520ter,
indents 1 and 2, of the Companies Code, in
respect of any persons falling within the scope
of such provisions."
A.3a Entry into force of the modifications to the Mgmt No vote
Articles of Association resulting from the
law on the exercise of certain rights of shareholders
in listed companies: Proposal to resolve (i)
that the modifications to the Articles of Association
provided for in items 3 (b) to 3 (g) shall
(a) be made under the condition precedent that
a law implementing Directive 2007/36/EC on
the exercise of certain rights of shareholders
in listed companies (the ''Law'') is published
in the Belgian State Gazette and (b) enter
into force on the date, if any, on which the
Law (as may be amended, supplemented or implemented
by any law or regulation) provides that such
modifications enter into force and, in case
the Law (as may be amended, supplemented or
implemented by any law or regulation) does
not provide such a date, such modifications
will enter into force on the date on which
the Law enters into force; and (ii) that the
provisions of the articles of association that
are the object of modification by items 3 (b)
to 3 (g) below (a) will remain in force until
the corresponding modifications to the articles
of association enter into force and (b) will
be, for these purposes, set out at the end
of the articles of association as transitional
provisions; it being understood that the above
proposed resolution shall not be submitted
to the vote of the Extraordinary General Meeting
of Shareholders in the event that the Law is
published before the Extraordinary General
Meeting which will effectively deliberate upon
this item
A.3.b Modification to Article 24 - Meetings: Proposal Mgmt No vote
to delete the words ''The Body convening a
meeting shall designate the places where the
certified statement of blocking of dematerialised
shares is to be deposited'' in the third paragraph
of Article 24 and to add the following paragraph
at the end of Article 24: ''Working days shall
mean all days of the week with the exception
of Saturdays, Sundays and legal public holidays
in Belgium.''
A.3.c Modification to Article 25 - Admission to Shareholders' Mgmt No vote
Meetings: Proposal to replace Article 25 as
follows: ''a) Conditions of admission to Shareholders'
Meetings: In order to have the right to participate
in and vote at the Meeting, shareholders must:
(i) have the ownership of their shares recorded
in their name, as at midnight Central European
Time on the fourteenth (14th) calendar day
preceding the date of the Meeting (the ''record
date''): - through registration in the register
of the registered shares of the company, for
holders of registered shares; or- through book-entry
in the accounts of an authorised account holder
or clearing organisation, for holders of dematerialised
shares. Holders of bearer shares must first
convert their bearer shares into registered
or dematerialized shares; and (ii) notify the
company (or the person designated by the company)
by returning a signed original paper form or,
if permitted by the company in the notice convening
the Shareholders Meeting, by sending a form
electronically (in which case the form shall
be signed by means of an electronic signature
in accordance with applicable Belgian law),
at the latest on the sixth (6th) calendar day
preceding the day of the Meeting, of their
intention to participate in the Meeting, indicating
the number of shares in respect of which they
intend to do so. In addition, the holders of
dematerialised shares must, at the latest on
the same day, provide the company (or the person
designated by the company), or arrange for
the company (or the person designated by the
company) to be provided, with an original certificate
issued by an authorised account holder or a
clearing organisation certifying the number
of shares owned on the record date by the relevant
shareholder and for which it has notified its
intention to participate in the Meeting. An
issuer of certificates relating to registered
shares must notify its capacity of issuer to
the company, which will record such capacity
in the register of such shares. An issuer which
refrains from notifying this capacity to the
company can only vote at a Shareholders' Meeting
if the written notification indicating its
intention to participate in that Shareholders''
Meeting specifies its capacity of issuer. An
issuer of certificates linked to dematerialised
shares must notify its capacity of issuer to
the company before exercising any vote, at
the latest through the written notification
indicating its intention to participate in
the Shareholders' Meeting, failing which such
shares cannot participate in voting. b) Proxies
and powers of attorney: Any shareholder with
the right to vote may either personally participate
in the Meeting or give a proxy to another person,
who need not be a shareholder, to represent
it at a Shareholders' Meeting. A shareholder
may designate, for a given meeting, only one
person as proxy holder, except in circumstances
where Belgian law allows the designation of
multiple proxy holders. The appointment of
a proxy holder may take place in paper form
or electronically (in which case the form shall
be signed by means of an electronic signature
in accordance with applicable Belgian law),
through a form which shall be made available
by the company. The signed original paper form
or electronic form must be received by the
company at the latest on the sixth (6th) calendar
day preceding the date of the Meeting. Any
appointment of a proxy holder shall comply
with relevant requirements of applicable Belgian
law in terms of conflicting interests, record
keeping and any other applicable requirement.
c) Formalities for admission: Prior to the
Meeting, the shareholders or their proxies
are required to sign an attendance sheet, indicating
their first name, last name, and place of residence
or corporate denomination and registered office,
as well as the number of shares in respect
of which they are participating in the Meeting.
Representatives of legal entities must provide
the documents evidencing their capacity as
bodies or special proxy holders. The natural
persons, shareholders, bodies or proxy holders
who take part in the Shareholders' Meeting
must be able to prove their identity. d) Other
securities: The holders of profit sharing certificates,
non-voting shares, bonds, subscription rights
or other securities issued by the company,
as well as the holders of certificates issued
with the assistance of the company and representing
securities issued by the latter, may participate
in the Shareholders' Meeting insofar as the
law entitles them to do so, and, as the case
may be, gives them the right to participate
in voting. If they propose to participate,
they are subject to the same formalities concerning
admission and access, and forms and filing
of proxies, as those imposed on the shareholders.''
A.3.d Modification to Article 26 BIS - Vote by correspondence: Mgmt No vote
Proposal to rename Article 26BIS''''Remote
Voting Before The Shareholders' Meeting''
and to replace it as follows: ''Any shareholder
may vote remotely before the Meeting, by sending
a paper form or, if permitted by the company
in the notice convening the Shareholders' Meeting,
by sending a form electronically (in which
case the form shall be signed by means of an
electronic signature in accordance with applicable
Belgian law), through a form which shall be
made available by the company.The original
signed paper form must be received by the company
at the latest on the sixth (6th) calendar day
preceding the date of the Meeting. Voting through
the sending of the signed electronic form may
occur until the calendar day before the date
of the Meeting. The company may also organise
a remote vote before the Meeting through other
electronic communication methods, such as,
among others, through one or several Web sites.
It shall specify the practical terms of any
such remote vote in the convening notice. The
company will ensure that, when arranging remote
electronic voting before the Shareholders'
Meeting, either through the sending of an electronic
form or through other electronic communication
methods, the company is able, through the system
used, to control the identity and capacity
as shareholder of each person casting a vote
electronically. Shareholders voting remotely,
must, in order for their vote to be taken into
account for the calculation of the quorum and
voting majority, comply with the conditions
set out in Article25.''
A.3.e Modification to Article 28 - Deliberations: Mgmt No vote
Proposal to rename Article 28 ''Agenda And
Deliberations'' and to replace the first paragraph
with the following paragraphs: ''The Shareholders'
Meeting may deliberate only the business on
its agenda. One or more shareholders representing
at least 3% of the capital of the company may
request for items to be added to the agenda
and submit resolution proposals in relation
to existing agenda items or new items to be
added to the agenda provided that they prove
holding of such shareholding as at the date
of their request by, as far as registered shares
are concerned, a certificate evidencing the
registration of the shares in the register
of shares of the company or, as far as dematerialised
shares are concerned, by a certificate issued
by an authorised account holder or a clearing
organisation certifying the book-entry of the
shares in one or several accounts held by such
account holder or clearing organisation. Such
right shall not be available in relation to
a second extraordinary Shareholders' Meeting
that is convened for lack of a quorum at the
first extraordinary Shareholders' Meeting.The
new agenda items and/or resolution proposals
should be received by the company in signed
original paper form or electronically (in which
case the form shall be signed by means of an
electronic signature in accordance with applicable
Belgian law), at the latest on the twentysecond
(22nd) calendar day preceding the date of the
Shareholders' Meeting and the company shall
publish a revised agenda at the latest on the
fifteenth (15th) calendar day preceding the
date of the Meeting. The handling of such new
agenda items and/or resolution proposals during
the Meeting is subject to the relevant shareholder(s)
having satisfied, with respect to shares representing
at least 3% of the capital, the conditions
set forth in Article 25, a), (i) and (ii).''
A.3.f Modification to Article 30 - Adjournments: Proposal Mgmt No vote
to replace the second and third paragraphs
of Article 30 as follows: ''Such adjournment
cancels all decisions taken during the Meeting.
The Shareholders' Meeting shall be held again
within five (5) weeks and with the same agenda.
Shareholders wishing to participate in such
Meeting shall fulfil the admission conditions
set out in Article 25 a). To this effect, a
record date shall be set on the fourteenth
(14th) calendar day at midnight Central European
Time preceding the date of the second Meeting.''
A.3.g Modification to Article 36 BIS: Proposal to Mgmt No vote
delete Article 36 BIS
A.4.a Issuance of 215,000 subscription rights and Non-Voting No vote
capital increase under the condition precedent
and to the extent of the exercise of the subscription
rights: Special report by the Board of Directors
on the issuance of subscription rights and
the exclusion of the preference right of the
existing shareholders in favour of specific
persons, drawn up in accordance with Articles
583, 596 and 598 of the Companies Code
A.4.b Issuance of 215,000 subscription rights and Non-Voting No vote
capital increase under the condition precedent
and to the extent of the exercise of the subscription
rights: Special report by the statutory auditor
on the exclusion of the preference right of
the existing shareholders in favour of specific
persons, drawn up in accordance with Articles
596 and 598 of the Companies Code
A.4.c Issuance of 215,000 subscription rights and Mgmt No vote
capital increase under the condition precedent
and to the extent of the exercise of the subscription
rights: Proposed resolution: excluding the
preference right of the existing shareholders
in relation to the issuance of subscription
rights in favour of all current Directors of
the Company, as identified in the report referred
under item (a) above
A.4.d Issuance of 215,000 subscription rights and Mgmt No vote
capital increase under the condition precedent
and to the extent of the exercise of the subscription
rights: Issuance of subscription rights: Proposed
resolution: approving the issuance of 215,000
subscription rights and determining their terms
and conditions (as such terms and conditions
are appended to the report referred under item
(a) above). The main provisions of these terms
and conditions can be summarised as follows:
each subscription right confers the right to
subscribe in cash to one ordinary share in
the Company, with the same rights (including
dividend rights) as the existing shares. Each
subscription right is granted for no consideration.
Its exercise price equals the average price
of the Company share on Euronext Brussels over
the 30 calendar days preceding the issuance
of the subscription rights by the Shareholders'
Meeting. All subscription rights have a term
of five years as from their issuance and become
exercisable as follows: a first third may be
exercised from 1 January 2013 up to and including
25 April 2016, a second third may be exercised
from 1 January 2014 up to and including 25
April 2016 and the last third may be exercised
from 1 January 2015 up to and including 25
April 2016. At the end of the exercise period,
the subscription rights that have not been
exercised automatically become null and void
A.4.e Issuance of 215,000 subscription rights and Mgmt No vote
capital increase under the condition precedent
and to the extent of the exercise of the subscription
rights: Conditional capital increase: Proposed
resolution: increasing the capital of the Company,
under the condition precedent and to the extent
of the exercise of the subscription rights,
for a maximum amount equal to the number of
subscription rights issued multiplied by their
exercise price and allocation of the issuance
premium to an account not available for distribution
A.4.f Issuance of 215,000 subscription rights and Mgmt No vote
capital increase under the condition precedent
and to the extent of the exercise of the subscription
rights: Express approval pursuant to Article
554, indent 7, of the Companies Code: Proposed
resolution: expressly approving the granting
of the above-mentioned subscription rights
to any Director of the Company who is independent
within the meaning of Article 526ter of the
Companies Code
A.4.g Issuance of 215,000 subscription rights and Mgmt No vote
capital increase under the condition precedent
and to the extent of the exercise of the subscription
rights: Powers: Proposed resolution: granting
powers to two Directors acting jointly to have
recorded by notarial deed the exercise of the
subscription rights, the corresponding increase
of the capital, the number of new shares issued,
the resulting modification to the articles
of association and the allocation of the issuance
premium to an account not available for distribution
B.1 Management report by the Board of Directors Non-Voting No vote
on the accounting year ended on 31 December
2010
B.2 Report by the statutory auditor on the accounting Non-Voting No vote
year ended on 31 December 2010
B.3 Communication of the consolidated annual accounts Non-Voting No vote
relating to the accounting year ended on 31
December 2010, as well as the management report
by the Board of Directors and the report by
the statutory auditor on the consolidated annual
accounts
B.4 Approval of the statutory annual accounts: Proposed Mgmt No vote
resolution: approving the statutory annual
accounts relating to the accounting year ended
on 31 December 2010, including the following
allocation of the result: Profit of the accounting
year: EUR 53,198, Profit carried forward from
the preceding accounting year: EUR 7,018,197,
Result to be allocated: EUR 7,071,395, Deduction
for the unavailable reserve: - EUR 68, Gross
dividend for the shares (*): EUR 1,275,707,
Balance of carried forward profit: EUR 5,795,620,
(*) On a per share basis, this represents a
gross dividend of EUR 0.8, giving right to
a dividend net of Belgian withholding tax of
EUR 0.6 per share (in case of 25% Belgian withholding
tax), of EUR 0.68 per share (in case of 15%
Belgian withholding tax) and of EUR 0.8 per
share (in case of exemption from Belgian withholding
tax). Such amount may fluctuate depending on
the number of own shares held by the Company
on the dividend payment date. The dividend
will be payable as from 02 May 2011
B.5 Discharge to the Directors: Proposed resolution: Mgmt No vote
granting discharge to the Directors for the
performance of their duties during the accounting
year ended on 31 December 2010
B.6 Discharge to the statutory auditor: Proposed Mgmt No vote
resolution: granting discharge to the statutory
auditor for the performance of his duties during
the accounting year ended on 31 December 2010.
B.7 Acknowledgment of the end of the mandate as Non-Voting No vote
director of Mr. Arnoud de Pret, Mr. Jean-Luc
Dehaene and Mr. August Busch IV.
B.8.a Appointment of directors: Proposed resolution: Mgmt No vote
renewing the appointment as director of Mr.
St fan Descheemaeker, for a period of four
years ending after the shareholders' meeting
which will be asked to approve the accounts
for the year 2014
B.8.b Proposed resolution: appointing as director Mgmt No vote
Mr. Paul Cornet de Ways Ruart, for a period
of four years ending after the shareholders'
meeting which will be asked to approve the
accounts for the year 2014. Mr. Paul Cornet
is a Belgian citizen. He is a Commercial Engineer
Cum Laude from the Catholic University of Louvain
(1991) and holds an MBA with Dean's Honour
from the University of Chicago (1996) with
concentration in Finance. He is currently working
for Yahoo! EMEA where he is Chief of Staff
and Senior Financial Director responsible for
Corporate Development and Audience. Before
Yahoo!, Mr. Cornet was the Director of Strategy
for Orange (UK mobile operator) and spent seven
years with McKinsey&Company in London and Palo
Alto (CA). He is also on the Boards of EPS,
Rayvax, Sparflex and several venture capital
backed technology companies
B.8.c Proposed resolution: renewing the appointment Mgmt No vote
as independent director of Mr. Kees Storm,
for a period of two years ending after the
shareholders' meeting which will be asked to
approve the accounts for the year 2012. The
renewal of the mandate for only two years is
in line with the Company's Corporate Governance
Charter which provides that the term of office
of directors shall end immediately after the
shareholders' meeting following their 70th
birthday. Mr. Storm complies with the functional,
family and financial criteria of independence
as provided for in Article 526ter of the Companies
Code and in the Company's Corporate Governance
Charter, except for the requirement not to
have been a non-executive director of the company
for more than three successive terms (Article
526ter, par. 1, 2 ). Except when legally required
to apply the definition of Article 526ter,
par. 1, 2 , the Board proposes to consider
that Mr. Storm continues to qualify as independent
director. The Board is of the opinion that
the quality and independence of the contribution
of Mr. Storm to the functioning of the Board
has not been influenced by the length of his
tenure. Mr. Storm has acquired a superior understanding
of the Company's business, its underlying strategy
and specific culture, in particular in his
capacity of Chairman of the Audit Committee,
and in light of his particular experience,
reputation and background it is in the Company's
best interests to renew him as an independent
director for an additional term of 2 years.
Moreover, Mr. Storm expressly stated and the
Board is of the opinion that he does not have
any relationship with any company which could
compromise his independence
B.8.d Proposed resolution: renewing the appointment Mgmt No vote
as independent director of Mr. Peter Harf,
for a period of four years ending after the
shareholders' meeting which will be asked to
approve the accounts for the year 2014. Mr.
Harf complies with the functional, family and
financial criteria of independence as provided
for in Article 526ter of the Companies Code
and in the Company's Corporate Governance Charter,
except for the requirement not to have been
a non-executive director of the company for
more than three successive terms (Article 526ter,
par. 1, 2 ). Except when legally required to
apply the definition of Article 526ter, par.
1, 2 , the Board proposes to consider that
Mr. Harf continues to qualify as independent
director. The Board is of the opinion that
the quality and independence of the contribution
of Mr. Harf to the functioning of the Board
has not been influenced by the length of his
tenure. Mr. Harf has acquired a superior understanding
of the Company's business, its underlying strategy
and specific culture, in particular in his
capacity of Chairman of the Board, and in light
of his particular experience, reputation and
background it is in the Company's best interests
to renew him as an independent director for
an additional term of 4 years. Moreover, Mr.
Harf expressly stated and the Board is of the
opinion that he does not have any relationship
with any company which could compromise his
independence
B.8.e Proposed resolution: appointing as independent Mgmt No vote
director Mr. Olivier Goudet, for a period of
four years ending after the shareholders' meeting
which will be asked to approve the accounts
for the year 2014. Mr. Olivier Goudet is a
French citizen. He is Executive Vice President
and Chief Financial Officer of Mars, Incorporated.
He joined Mars in 1990, serving on the finance
team of the French business. After six years,
he left Mars to join the VALEO Group, where
he held several senior executive positions.
In 1998, he returned to Mars, where he became
Chief Financial Officer in 2004. In 2008, his
role was broadened to the position of Executive
Vice President and CFO. Mr. Goudet is also
a director of the Wm. Wrigley Jr. Company,
Mars' gum and confections subsidiary, where
Berkshire Hathaway is a minority investor.
He holds a degree in engineering from l'Ecole
Centrale de Paris and graduated from the ESSEC
Business School in Paris with a major in finance.
Mr. Goudet complies with the functional, family
and financial criteria of independence as provided
for in Article 526ter of the Companies Code
and in the Company's Corporate Governance Charter.
Moreover, Mr. Goudet expressly stated and the
Board is of the opinion that he does not have
any relationship with any company which could
compromise his independence
B.9.a Proposed resolution: approving the Remuneration Mgmt No vote
report for the financial year 2010 as set out
in the 2010 annual report, including the executive
remuneration policy. Such policy provides for
the possibility of granting variable compensation
in the form of shares that are immediately
vested, subject to a five-year blocking period.
In addition, the executive remuneration policy
provides that the Company may also grant matching
shares (in the form of restricted stock units)
and stock options, the value of which can exceed
25% of the annual remuneration and which vest
after a period of five years but without being
subject to a specific performance test. Special
forfeiture rules apply to matching shares and
stock options in case of termination of service
before the end of the five-year vesting period.
The 2010 annual report and remuneration report
containing the executive remuneration policy,
can be reviewed as indicated at the end of
this notice
B.9.b Proposed resolution: confirming the specified Mgmt No vote
grants of stock options and restricted stock
units to executives: a) Confirmation, for US
law purposes, of two new programs launched
in November 2010 under the Company's Long Term
Incentive Stock Options Plan, allowing for
the offer, over a period of 10 years, of (i)
stock options on a maximum of 5,000,000 ordinary
shares of the Company and (ii) stock options
on a maximum of 5,000,000 American Depositary
Shares (ADSs) of the Company, all of which
can be granted to employees of the Company
and/or its majority owned subsidiaries in the
form of Incentive Stock Options (ISOs) pursuant
to Sections 421 and 422 of the US Internal
Revenue Code of 1986, as amended. Each stock
option gives the recipient the right to purchase
one existing share in the Company listed on
Euronext Brussels or one existing American
Depositary Share of the Company traded on the
New York Stock Exchange. The exercise price
of each stock option corresponds to the fair
value of the Company share or of the ADS at
the time of granting of the options. b) Confirmation
of three specific Long Term Restricted Stock
Unit Programs i. a program allowing for the
offer of restricted stock units to certain
employees in certain specific circumstances
at the discretion of the Chief Executive Officer
of Anheuser-Busch InBev e.g. to compensate
for assignments of expatriates to certain specific
countries. Each restricted stock unit will
vest only after a five-year vesting period
without performance test. In case of termination
of service before the vesting date, special
forfeiture rules apply. Confirmation of the
hardship grant of approximately 120,000 restricted
stock units under the Program in 2010 to employees
of the Company and/or its majority owned subsidiaries.
ii. a program allowing for the exceptional
offer of restricted stock units to certain
employees at the discretion of the Remuneration
Committee of Anheuser-Busch InBev as a long-term
retention incentive for key employees of the
Company. The first half of the restricted stock
units vest after five years and the other half
vest only after a ten-year period. No performance
test is applied. In case of termination of
service before the vesting date, special forfeiture
rules apply. Confirmation of the grant of approximately
320,000 restricted stock units under the Program
in 2010 to employees of the Company and/or
its majority owned subsidiaries. iii. a program
allowing certain employees to purchase Company
shares at a discount aimed as a long-term retention
incentive for highpotential employees of the
Company and/or its majority owned subsidiaries,
who are at a mid-manager level. The voluntary
investment in Company shares leads to the grant
of 3 matching shares for each share invested.
The discount and matching shares are granted
in the form of restricted stock units which
vest after 5 years. In case of termination
before the vesting date, special forfeiture
rules apply
B10.a Approval of change of control provisions relating Mgmt No vote
to the Updated EMTN Programme: Proposed resolution:
approving, in accordance with Article 556 of
the Companies Code, (i) Condition 7.5 of the
Terms & Conditions (Change of Control Put)
of the EUR 15,000,000,000 updated Euro Medium
Term Note Programme dated 18 October 2010 of
the Company and Brandbrew SA (the "Issuers")
and Deutsche Bank AG., London Branch acting
as Arranger (the "Updated EMTN Programme"),
which may be applicable in the case of notes
issued under the Updated EMTN Programme and
(ii) any other provision in the Updated EMTN
Programme granting rights to third parties
which could affect the Company's assets or
could impose an obligation on the Company where
in each case the exercise of those rights is
dependent on the launch of a public take-over
bid over the shares of the Company or on a
"Change of Control" (as defined in the Terms
& Conditions of the Updated EMTN Programme)
(*). (*) Pursuant to the Updated EMTN Programme,
(a) "Change of Control" means "any person or
group of persons acting in concert (in each
case other than Stichting Anheuser-Busch InBev
or any existing direct or indirect certificate
holder or certificate holders of Stichting
Anheuser-Busch InBev) gaining Control of the
Company provided that a Change of Control shall
not be deemed to have occurred if all or substantially
all of the shareholders of the relevant person
or group of persons are, or immediately prior
to the event which would otherwise have constituted
a Change of Control were, the shareholders
of the Company with the same (or substantially
the same) pro rata interests in the share capital
of the relevant person or group of persons
as such shareholders have, or as the case may
be, had, in the share capital of the Company",
(b) "Acting in concert" means "a group of persons
who, pursuant to an agreement or understanding
(whether formal or informal), actively cooperate,
through the acquisition directly or indirectly
of shares in the Company by any of them, either
directly or indirectly, to obtain Control of
the Company", and (c) "Control" means the "direct
or indirect ownership of more than 50 per cent
of the share capital or similar rights of ownership
of the Company or the power to direct the management
and the policies of the Company whether through
the ownership of share capital, contract or
otherwise". If a Change of Control Put is specified
in the applicable Final Terms of the notes,
Condition 7.5 of the Terms & Conditions of
the Updated EMTN Programme grants, to any noteholder,
in essence, the right to request the redemption
of his notes at the redemption amount specified
in the Final Terms of the notes, together,
if appropriate, with interest accrued upon
the occurrence of a Change of Control and a
related downgrade in the notes to sub-investment
grade
B10.b Approval of change of control provisions relating Mgmt No vote
to the US Dollar notes: Proposed resolution:
approving, in accordance with Article 556 of
the Companies Code, (i) the Change of Control
clause of the USD 3,250,000,000 notes issued
on 29 and 26 March 2010, consisting of USD
1,000,000,000 2.50% notes due 2013, USD 750,000,000
3.625% notes due 2015, USD 1,000,000,000 5.00%
notes due 2020 and USD 500,000,000 Floating
Rate Notes due 2013 (the "Unregistered Notes
issued in March 2010"), (ii) the Change of
Control clause of the USD 3,250,000,000 registered
notes issued in September 2010, consisting
of USD 1,000,000,000 2.50% notes due 2013,
USD 750,000,000 3.625% notes due 2015, USD
1,000,000,000 5.00% notes due 2020 and USD
500,000,000 Floating Rate Notes due 2013, issued
in exchange for corresponding amounts of the
corresponding unregistered notes issued in
March 2010, in accordance with a US Form F-4
Registration Statement pursuant to an exchange
offer launched by Anheuser-Busch InBev Worldwide
Inc. in the U.S. on 5 August 2010 and expired
on 2 September 2010 (the "Registered Notes
issued in September 2010"), (iii) the Change
of Control clause of the USD 8,000,000,000
registered notes issued in March 2011, consisting
of USD 1,250,000,000 7.20% notes due 2014,
USD 2,500,000,000 7.75% notes due 2019 and
USD 1,250,000,000 8.20% notes due 2039, USD
1,550,000,000 5.375% notes due 2014, USD 1,000,000,000
6.875% notes due 2019 and USD 450,000,000 8.00%
notes due 2039, each issued in exchange for
corresponding amounts of the corresponding
unregistered notes issued in January 2009 and
of the corresponding unregistered notes issued
in May 2009, in accordance with a US Form F-4
Registration Statement pursuant to an exchange
offer launched by Anheuser-Busch InBev Worldwide
Inc. in the U.S. on 11 February 2011 and expired
on 14 March 2011 (the "Registered Notes issued
in March 2011"), whereby each of the Unregistered
Notes issued in March 2010, the Registered
Notes issued in September 2010 and the Registered
Notes issued in March 2011 are issued by Anheuser-Busch
InBev Worldwide Inc. (with an unconditional
and irrevocable guarantee as to payment of
principal and interest from the Company) and
(iv) any other provision applicable to the
Unregistered Notes issued in March 2010, the
Registered Notes issued in September 2010 and
the Registered Notes issued in March 2011 granting
rights to third parties which could affect
the Company's assets or could impose an obligation
on the Company where in each case the exercise
of those rights is dependent on the launch
of a public take-over bid over the shares of
the Company or on a "Change of Control" (as
defined in the Offering Memorandum with respect
to the unregistered notes, as the case may
be, and in the Registration Statement with
respect to the registered notes) (*). (*) (a)
"Change of Control" means "any person or group
of persons acting in concert (in each case
other than Stichting Anheuser-Busch InBev or
any existing direct or indirect certificate
holder or certificate holders of Stichting
Anheuser-Busch InBev) gaining Control of the
Company provided that a Change of Control shall
not be deemed to have occurred if all or substantially
all of the shareholders of the relevant person
or group of persons are, or immediately prior
to the event which would otherwise have constituted
a Change of Control were, the shareholders
of the Company with the same (or substantially
the same) pro rata interests in the share capital
of the relevant person or group of persons
as such shareholders have, or as the case may
be, had, in the share capital of the Company",
(b) "Acting in concert" means "a group of persons
who, pursuant to an agreement or understanding
(whether formal or informal), actively cooperate,
through the acquisition directly or indirectly
of shares in the Company by any of them, either
directly or indirectly, to obtain Control of
the Company", and (c) "Control" means the "direct
or indirect ownership of more than 50 per cent
of the share capital or similar rights of ownership
of the Company or the power to direct the management
and the policies of the Company whether through
the ownership of share capital, contract or
otherwise". The Change of Control clause grants
to any noteholder, in essence, the right to
request the redemption of his notes at a repurchase
price in cash of 101% of their principal amount
(plus interest accrued) upon the occurrence
of a Change of Control and a related downgrade
in the notes to sub-investment grade
B10.c Approval of change of control provisions relating Mgmt No vote
to the notes issued under Anheuser-Busch InBev's
Shelf Registration Statement filed in the United
States on Form F-3: Proposed resolution: approving,
in accordance with Article 556 of the Companies
Code, (i) the Change of Control clause of the
Brazilian real ("BRL") 750,000,000 9.750% registered
notes issued on 17 November 2010 by Anheuser-Busch
InBev Worldwide Inc. under Anheuser-Busch InBev's
Shelf Registration Statement filed on Form
F-3 on 21 September 2010 (with an unconditional
and irrevocable guarantee as to payment of
principal and interest from the Company) and
(ii) any other provision applicable to the
registered notes granting rights to third parties
which could affect the Company's assets or
could impose an obligation on the Company where
in each case the exercise of those rights is
dependent on the launch of a public take-over
bid over the shares of the Company or on a
"Change of Control" (as defined in the Prospectus
Supplement dated 9 November 2010 to the Prospectus
dated 21 September 2010). (a) "Change of Control"
means "any person or group of persons acting
in concert (in each case other than Stichting
Anheuser-Busch InBev or any existing direct
or indirect certificate holder or certificate
holders of Stichting Anheuser-Busch InBev)
gaining Control of the Company provided that
a Change of Control shall not be deemed to
have occurred if all or substantially all of
the shareholders of the relevant person or
group of persons are, or immediately prior
to the event which would otherwise have constituted
a Change of Control were, the shareholders
of the Company with the same (or substantially
the same) pro rata interests in the share capital
of the relevant person or group of persons
as such shareholders have, or as the case may
be, had, in the share capital of the Company",
(b) "Acting in concert" means "a group of persons
who, pursuant to an agreement or understanding
(whether formal or informal), actively cooperate,
through the acquisition directly or indirectly
of shares in the Company by any of them, either
directly or indirectly, to obtain Control of
the Company", and (c) "Control" means the "direct
or indirect ownership of more than 50 per cent
of the share capital or similar rights of ownership
of the Company or the power to direct the management
and the policies of the Company whether through
the ownership of share capital, contract or
otherwise". The Change of Control clause grants
to any noteholder, in essence, the right to
request the redemption of his notes at a repurchase
price in cash of 101% of their principal amount
(plus interest accrued) upon the occurrence
of a Change of Control and a related downgrade
in the notes to sub-investment grade
B10.d Approval of change of control provisions relating Mgmt No vote
to the CAD Dollar notes issued via a Canadian
Private Placement: Proposed resolution: approving,
in accordance with Article 556 of the Companies
Code, (i) the Change of Control clause of the
CAD 600,000,000 3.65% notes due 2016 issued
on 8 December 2010 via a Canadian Private Placement
by Anheuser-Busch InBev Worldwide Inc. (with
an unconditional and irrevocable guarantee
as to payment of principal and interest from
the Company) and (ii) any other provision applicable
to the notes granting rights to third parties
which could affect the Company's assets or
could impose an obligation on the Company where
in each case the exercise of those rights is
dependent on the launch of a public take-over
bid over the shares of the Company or on a
"Change of Control" (as defined in the Offering
Memorandum dated 8 December 2010). AB_INBEV_form_vote_110426_EN.doc
(a) "Change of Control" means "any person or
group of persons acting in concert (in each
case other than Stichting Anheuser-Busch InBev
or any existing direct or indirect certificate
holder or certificate holders of Stichting
Anheuser-Busch InBev) gaining Control of the
Company provided that a Change of Control shall
not be deemed to have occurred if all or substantially
all of the shareholders of the relevant person
or group of persons are, or immediately prior
to the event which would otherwise have constituted
a Change of Control were, the shareholders
of the Company with the same (or substantially
the same) pro rata interests in the share capital
of the relevant person or group of persons
as such shareholders have, or as the case may
be, had, in the share capital of the Company",
(b) "Acting in concert" means "a group of persons
who, pursuant to an agreement or understanding
(whether formal or informal), actively cooperate,
through the acquisition directly or indirectly
of shares in the Company by any of them, either
directly or indirectly, to obtain Control of
the Company", and (c) "Control" means the "direct
or indirect ownership of more than 50 per cent
of the share capital or similar rights of ownership
of the Company or the power to direct the management
and the policies of the Company whether through
the ownership of share capital, contract or
otherwise". The Change of Control clause grants
to any noteholder, in essence, the right to
request the redemption of his notes at a repurchase
price in cash of 101% of their principal amount
(plus interest accrued) upon the occurrence
of a Change of Control and a related downgrade
in the notes to sub-investment grade
C Proposed resolution: granting powers to Mr. Mgmt No vote
Benoit Loore, VP Legal Corporate, with power
to substitute and without prejudice to other
delegations of powers to the extent applicable,
for (i) the acknowledgment of the realisation
of the condition precedent referred to under
A.3 (a) above, (ii) the restatements of the
articles of association as a result of all
changes referred to above, the signing of the
restated articles of association and their
filings with the clerk's office of the Commercial
Court of Brussels, (iii) the filing with the
same clerk's office of the resolutions referred
under item B.10 above and (iv) any other filings
and publication formalities in relation to
the above resolutions
PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION Non-Voting No vote
IN THE TEXT OF THE RESOLUTION C.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
--------------------------------------------------------------------------------------------------------------------------
APACHE CORPORATION Agenda Number: 933423395
--------------------------------------------------------------------------------------------------------------------------
Security: 037411105
Meeting Type: Annual
Meeting Date: 05-May-2011
Ticker: APA
ISIN: US0374111054
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 ELECTION OF DIRECTOR: G. STEVEN FARRIS Mgmt For For
02 ELECTION OF DIRECTOR: RANDOLPH M. FERLIC Mgmt For For
03 ELECTION OF DIRECTOR: A.D. FRAZIER, JR. Mgmt For For
04 ELECTION OF DIRECTOR: JOHN A. KOCUR Mgmt For For
05 RATIFICATION OF ERNST & YOUNG AS APACHE'S INDEPENDENT Mgmt For For
AUDITORS
06 ADVISORY VOTE ON COMPENSATION OF APACHE'S NAMED Mgmt For For
EXECUTIVE OFFICERS
07 TO RECOMMEND THE FREQUENCY OF ADVISORY VOTE Mgmt 1 Year For
ON COMPENSATION OF APACHE'S NAMED EXECUTIVE
OFFICERS
08 APPROVAL OF AMENDMENT TO APACHE'S RESTATED CERTIFICATE Mgmt For For
OF INCORPORATION TO AUTHORIZE ADDITIONAL COMMON
STOCK
09 APPROVAL OF AMENDMENT TO APACHE'S RESTATED CERTIFICATE Mgmt For For
OF INCORPORATION TO AUTHORIZE ADDITIONAL PREFERRED
STOCK
10 APPROVAL OF APACHE'S 2011 OMNIBUS EQUITY COMPENSATION Mgmt For For
PLAN
--------------------------------------------------------------------------------------------------------------------------
APPLE INC. Agenda Number: 933364755
--------------------------------------------------------------------------------------------------------------------------
Security: 037833100
Meeting Type: Annual
Meeting Date: 23-Feb-2011
Ticker: AAPL
ISIN: US0378331005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM V. CAMPBELL Mgmt For For
MILLARD S. DREXLER Mgmt For For
ALBERT A. GORE, JR. Mgmt For For
STEVEN P. JOBS Mgmt For For
ANDREA JUNG Mgmt For For
ARTHUR D. LEVINSON Mgmt For For
RONALD D. SUGAR Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2011.
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 SHAREHOLDER PROPOSAL REGARDING SUCCESSION PLANNING, Shr For Against
IF PROPERLY PRESENTED AT THE MEETING.
06 SHAREHOLDER PROPOSAL REGARDING MAJORITY VOTING, Shr Against For
IF PROPERLY PRESENTED AT THE MEETING.
--------------------------------------------------------------------------------------------------------------------------
ASTRAZENECA PLC Agenda Number: 702846962
--------------------------------------------------------------------------------------------------------------------------
Security: G0593M107
Meeting Type: AGM
Meeting Date: 28-Apr-2011
Ticker:
ISIN: GB0009895292
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive the Company's Accounts and the Reports Mgmt For For
of the Directors and Auditor for the year ended
31 December 2010
2 To confirm dividends Mgmt For For
3 To re-appoint KPMG Audit Plc, London as Auditor Mgmt For For
4 To authorise the Directors to agree the remuneration Mgmt For For
of the Auditor
5.a To elect or re-elect Louis Schweitzer as a Director Mgmt For For
5.b To elect or re-elect David Brennan as a Director Mgmt For For
5.c To elect or re-elect Simon Lowth as a Director Mgmt For For
5.d To elect or re-elect Bruce Burlington as a Director Mgmt For For
5.e To elect or re-elect Jean-Philippe Courtois Mgmt For For
as a Director
5.f To elect or re-elect Michele Hooper as a Director Mgmt For For
5.g To elect or re-elect Rudy Markham as a Director Mgmt For For
5.h To elect or re-elect Nancy Rothwell as a Director Mgmt For For
5.i To elect or re-elect Shriti Vadera as a Director Mgmt For For
5.j To elect or re-elect John Varley as a Director Mgmt For For
5.k To elect or re-elect Marcus Wallenberg as a Mgmt For For
Director
6 To approve the Directors' Remuneration Report Mgmt For For
for the year ended 31 December 2010
7 To authorise limited EU political donations Mgmt For For
8 To authorise the Directors to allot shares Mgmt For For
9 To authorise the Directors to disapply pre-emption Mgmt For For
rights
10 To authorise the Company to purchase its own Mgmt For For
shares
11 To reduce the notice period for general meetings Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------------------------------------------------
AXA SA, PARIS Agenda Number: 702798692
--------------------------------------------------------------------------------------------------------------------------
Security: F06106102
Meeting Type: MIX
Meeting Date: 27-Apr-2011
Ticker:
ISIN: FR0000120628
--------------------------------------------------------------------------------------------------------------------------
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/2011/0221/201102211100390.pdf
AND https://balo.journal-officiel.gouv.fr/pdf/2011/0321/201103211100779.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 and setting the dividend at 0.69 Euro
per share
O.4 Special report of the Statutory Auditors on Mgmt For For
the regulated Agreements
O.5 Renewal of Mr. Jean-Martin Folz's term as Board Mgmt For For
member
O.6 Renewal of Mr. Giuseppe Mussari's term as Board Mgmt For For
member
O.7 Appointment of Mr. Marcus Schenck as Board member Mgmt For For
O.8 Authorization granted to the Board of Directors Mgmt Against Against
to purchase ordinary shares of the Company
E.9 Delegation of authority granted to the Board Mgmt For For
of Directors to increase share capital by
incorporation of reserves, profits or premiums
E.10 Delegation of authority granted to the Board Mgmt For For
of Directors to increase share capital by
issuing ordinary shares or securities giving
access to ordinary shares of the Company
or one of its subsidiaries with preferential
subscription rights of shareholders
E.11 Delegation of authority granted to the Board Mgmt For For
of Directors to increase share capital by
issuing ordinary shares or securities giving
access to ordinary shares of the Company
or one of its subsidiaries without preferential
subscription rights of shareholders
as part of public offers
E.12 Delegation of authority granted to the Board Mgmt For For
of Directors to increase share capital by
issuing ordinary shares or securities giving
access to ordinary shares of the Company
or one of its subsidiaries without preferential
subscription rights of shareholders
through private investments pursuant to Article
L.411-2,II of the Monetary and Financial Code
E.13 Authorization granted to the Board of Directors Mgmt For For
in the event of issuance without preferential
subscription rights by way of public offers
or private investments to set the issue price
according to the terms determined by the
General Meeting, within the limit of 10% of
the capital
E.14 Authorization granted to the Board of Directors Mgmt For For
to increase the amount of the original issuance,
in the event of issuance with or without preferential
subscription rights, decided in accordance
with respectively the tenth to thirteenth
and seventeenth resolutions
E.15 Delegation of authority granted to the Board Mgmt For For
of Directors to increase share capital by
issuing ordinary shares or securities giving
access to ordinary shares of the Company
in the event of public exchange offer initiated
by the Company
E.16 Delegation of authority granted to the Board Mgmt For For
of Directors to increase share capital by
issuing ordinary shares or securities giving
access to ordinary shares of the Company,
in consideration for in-kind contributions
within the limit of 10% of the share capital,
outside of a public exchange offer
initiated by the Company
E.17 Delegation of authority granted to the Board Mgmt For For
of Directors to issue ordinary shares, as
a result of the issuance of securities by subsidiaries
of the Company giving access to ordinary
shares of the Company
E.18 Delegation of authority granted to the Board Mgmt For For
of Directors to issue securities entitling
to allotment of debt securities and does not
give rise to a capital increase of the Company
E.19 Delegation of power granted to the Board of Mgmt For For
Directors to increase share capital by
issuing ordinary shares or securities giving
access to ordinary shares of the Company
reserved for members of a company savings plan
E.20 Delegation of power granted to the Board of Mgmt For For
Directors to increase share capital by
issuing ordinary shares without preferential
subscription rights in favor of a specified
category of beneficiaries
E.21 Authorization granted to the Board of Directors Mgmt For For
to grant options to subscribe for or purchase
shares to eligible employees and corporate
officers of AXA Group
E.22 Authorization granted to the Board of Directors Mgmt Against Against
to award free shares with performance conditions
to eligible employees and corporate officers
of AXA Group
E.23 Authorization granted to the Board of Directors Mgmt For For
to award free shares to Group employees in
connection with achieving the Group strategic
objectives and implementation of the Act
of December 3, 2008
E.24 Authorization granted to the Board of Directors Mgmt For For
to reduce the share capital by cancellation
of ordinary shares
E.25 Amendment of the Statutes relating to the notification Mgmt For For
of appointment and dismissal of the representative
at General Meetings by electronic means
E.26 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.
--------------------------------------------------------------------------------------------------------------------------
BANCO BILBAO VIZCAYA ARGENTARIA SA, BILBAO Agenda Number: 702786104
--------------------------------------------------------------------------------------------------------------------------
Security: E11805103
Meeting Type: AGM
Meeting Date: 10-Mar-2011
Ticker:
ISIN: ES0113211835
--------------------------------------------------------------------------------------------------------------------------
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 11 MAR 2011. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS
THE AGENDA IS AMENDED. THANK YOU.
1 Examination and approval of the annual financial Mgmt For For
statements (balance sheet, income statement,
statement of changes in net equity, cash flow
statement and annual report) and the management
report for Banco Bilbao Vizcaya Argentaria,
S.A. and its consolidated Group. Application
of earnings; dividend payout. Approval of
corporate management. All these refer to the
year ending 31st December 2010
2.1 Adoption of the following resolution on the Mgmt For For
ratification and re-election of members to
the Board of Directors: Re-election of Mr Tomas
Alfaro Drake Pursuant to paragraph 2
of article 34 of the Company bylaws, determination
of the number of directors at whatever number
there are at this moment, in compliance
with the resolutions adopted under this agenda
item, which will be reported to the General
Meeting for all due effects
2.2 Adoption of the following resolution on the Mgmt For For
ratification and re-election of members to
the Board of Directors: Re-election of Mr Juan
Carlos Alvarez Mezquiriz Pursuant to paragraph
2 of article 34 of the Company bylaws,
determination of the number of directors
at whatever number there are at this moment,
in compliance with the resolutions adopted
under this agenda item, which will be reported
to the General Meeting for all due effects
2.3 Adoption of the following resolution on the Mgmt For For
ratification and re-election of members to
the Board of Directors: Re-election of Mr Carlos
Loring Martinez de Irujo Pursuant to paragraph
2 of article 34 of the Company bylaws,
determination of the number of directors
at whatever number there are at this moment,
in compliance with the resolutions adopted
under this agenda item, which will be reported
to the General Meeting for all due effects
2.4 Adoption of the following resolution on the Mgmt For For
ratification and re-election of members to
the Board of Directors: Re-election of Ms Susana
Rodriguez Vidarte Pursuant to paragraph 2 of
article 34 of the Company bylaws, determination
of the number of directors at whatever number
there are at this moment, in compliance
with the resolutions adopted under this agenda
item, which will be reported to the General
Meeting for all due effects
2.5 Adoption of the following resolution on the Mgmt For For
ratification and re-election of members to
the Board of Directors: Ratification and re-election
of Mr Jose Luis Palao Garcia-Suelto Pursuant
to paragraph 2 of article 34 of the Company
bylaws, determination of the number of directors
at whatever number there are at this moment,
in compliance with the resolutions adopted
under this agenda item, which will be reported
to the General Meeting for all due effects
3 Examination and approval of the common merger Mgmt For For
plan for Banco Bilbao Vizcaya Argentaria, S.A.
(absorbing company) and Finanzia Banco de Credito,
S.A. (Unipersonal) (absorbed company); approval
of the balance-sheet of Banco Bilbao Vizcaya
Argentaria, S.A. for the year ending 31st December
2010 as merger balance sheet, verified by the
Company Auditors. Approval of the merger between
the companies Banco Bilbao Vizcaya Argentaria,
S.A. (absorbing company) and Finanzia Banco
de Credito, S.A. (Unipersonal) (absorbed company).
All this will be in compliance with the provisions
of the aforementioned merger plan. Applicability
of the special tax scheme established under
chapter VIII of title VII of the Corporation
Tax Act (Consolidated Text) to the merger
4 Conferral of authority on the board of directors, Mgmt For For
pursuant to article 297.1.b) of the
Capital Companies Act, to increase share capital,
during five years, up to a maximum amount corresponding
to 50% of the Company's share capital on
the date of the authorisation, on one or several
occasions, to the amount that the board decides,
by issuing new ordinary or preferred shares
with or without voting rights or shares
of any other kind permitted by law, including
redeemable shares; envisaging the possibility
of incomplete subscription pursuant
to article 311 of the Capital Companies Act;
and conferring authority to amend article
5 of the corporate bylaws. Likewise, confer
authority, under the terms and conditions of
article 506 of the Capital Companies
Act, to exclude pre-emptive subscription rights
over said share issues. This CONTD
CONT CONTD authority will be limited to 20% of the Non-Voting No vote
Company's share capital
5 Approve two share capital increases chargeable Mgmt For For
to reserves in order to comply with the shareholder
remuneration schedule for 2011: Increase the
share capital by the amount to be determined
according to the terms of the resolution,
by issuance of new ordinary shares each with
a nominal value of forty nine euro-cents
(0.49EUR), with no issue premium, of the same
class and series as the shares currently outstanding,
to be charged to voluntary reserves
coming from undistributed earnings. Express
recognition of possibly incomplete subscription.
Conferral of authority on the board of directors
to establish the conditions of the increase
insofar as this is not established by this
General Meeting; to take the measures necessary
for its implementation; to adapt
the wording of article 5 of the Company Bylaws
to the new figure for CONTD
CONT CONTD share capital, and to grant any public Non-Voting No vote
and/or private documents that may be necessary
in order to make the increase. Request the
competent Spanish and non-Spanish authorities
to allow trading of the new shares on the Madrid,
Barcelona, Bilbao and Valencia stock exchanges,
under the continuous market system (Sistema
de Interconexion Bursatil), and trading on
the non-Spanish exchanges on which the Banco
Bilbao Vizcaya Argentaria, S.A. shares are
already listed, in the form required
by each one
6 Conferral of authority to the board of directors Mgmt For For
to issue any kind of debt instruments of
any class or kind, including exchangeable debt,
not convertible into equity, or
any other analogous securities representing
or creating debt, up to a maximum nominal
amount of 250,000,000,000EUR.- (two hundred
and fifty billion euros), within a five year
period, repealing the unavailed part of
the authority conferred by the AGM held on
18th March 2006, whose amount was raised by
resolutions of the AGMs held on 16th March
2007, 14th March 2008 and 13th March 2009,
whilst maintaining the authority in force
for the part availed
7 Approval of a variable scheme of remuneration Mgmt For For
with BBVA shares for the Group's management,
including executive directors and members of
the senior management
8 Extension of the scheme of remuneration with Mgmt For For
deferred delivery of shares for non-executive
directors of Banco Bilbao Vizcaya Argentaria,
S.A. adopted by the AGM, 18th March 2006
9 Re-election of the firm to audit the accounts Mgmt For For
of Banco Bilbao Vizcaya Argentaria,
S.A. and its consolidated Group in 2011
10 Adoption of the amendment to the following articles Mgmt For For
in the Company Bylaws: Article 1 Name, Article
6 Increase or reduction in capital, Article
9 Calls on shares, Article 13 ter Preference
shares, Article 15 Rights of Shareholders,
Article 16 Obligations of the shareholders,
Article 19 Classes of Meetings, Article 20
Convening of meetings: The authority responsible,
Article 21 Form and content of the convening
notice, Article 22 Place of Meeting, Article
24 Proxies (to allow the shareholder to be
represented by any person), Article 28 Matters
to be considered by Meetings, Article 30
Powers of the Meeting, Article 31 Adopting
resolutions, Article 32 Minutes of Meetings,
Chapter Four: The Board Committees, Article
48 Audit Committee, Article 51 Financial
year, Article 52 Preparation of the Annual
Accounts, Article 53 CONTD
CONT CONTD Allocation of results, Article 54 Grounds Non-Voting No vote
of dissolution, Article 56 Liquidation phase,
and suppression of the Additional Provisions:
First, Second and Third, for their adaptation
to the amendments brought in under the consolidated
text of the Capital Companies Act, adopted
by Legislative Royal Decree 1/2010, 2nd July
and to Act 12/2010, 30th June, amending Act
19/1988, 12th July, on the auditing of accounts,
Act 24/1988, 28th July, on securities exchanges,
and the consolidated text of the Companies
Act adopted under Legislative Royal Decree
1564/1989, 22nd December, and to bring in certain
technical enhancements
11 Adoption of the amendment of the following articles Mgmt For For
of the General Meeting Regulations: Article
2 Types of General Meetings, Article 3 Powers
of the General Meeting, Article 4 Convening
the Meeting, Article 5 Notice of meeting,
Article 9, Proxies at the General Meeting (to
allow the shareholder to be represented by
any person), Article 10 Form of proxy, Article
11 Place and procedures, Article 18 Conducting
the General Meeting and Article 20 Adopting
resolutions, for its adaptation to the amendments
brought in under the consolidated text of
the Capital Companies Act, adopted by Legislative
Royal Decree 1/2010, 2nd July and for their
adaptation to the Company Bylaws, and to bring
in certain technical enhancements
12 Conferral of authority on the Board of Directors, Mgmt For For
which may in turn delegate said authority,
to formalise, correct, interpret and implement
the resolutions adopted by the AGM
13 Consultative vote on the Report on the BBVA Mgmt For For
Board of Directors remuneration policy
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION Non-Voting No vote
IN RESOLUTION 3. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
BARCLAYS PLC, LONDON Agenda Number: 702850721
--------------------------------------------------------------------------------------------------------------------------
Security: G08036124
Meeting Type: AGM
Meeting Date: 27-Apr-2011
Ticker:
ISIN: GB0031348658
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive the Reports of the Directors and Mgmt For For
Auditors and the audited accounts for the year
ended 31st December 2010
2 To approve the Remuneration Report for the year Mgmt For For
ended 31st December 2010
3 To re elect Alison Carnwath as a Director of Mgmt For For
the Company
4 To re elect Dambisa Moyo as a Director of the Mgmt For For
Company
5 To re elect Marcus Agius as a Director of the Mgmt For For
Company
6 To re elect David Booth as a Director of the Mgmt For For
Company
7 To re elect Sir Richard Broadbent as a Director Mgmt For For
of the Company
8 To re elect Fulvio Conti as a Director of the Mgmt For For
Company
9 To re elect Robert E Diamond Jr as a Director Mgmt For For
of the Company
10 To re-elect Simon Fraser as a Director of the Mgmt For For
Company
11 To re-elect Reuben Jeffery III as a Director Mgmt For For
of the Company
12 To re elect Sir Andrew Likierman as a Director Mgmt For For
of the Company
13 To re-elect Chris Lucas as a Director of the Mgmt For For
Company
14 To re elect Sir Michael Rake as a Director of Mgmt For For
the Company
15 To re-elect Sir John Sunderland as a Director Mgmt For For
of the Company
16 To re appoint PricewaterhouseCoopers LLP as Mgmt For For
Auditors of the Company
17 To authorise the Directors to set the remuneration Mgmt For For
of the Auditors
18 To authorise the Company and its subsidiaries Mgmt For For
to make political donations and incur political
expenditure
19 To authorise the Directors to allot securities Mgmt For For
20 To authorise the Directors to allot equity securities Mgmt For For
for cash other than on a pro rata basis to
shareholders or to sell treasury shares
21 To authorise the Company to purchase its own Mgmt For For
shares
22 To authorise the Directors to call general meetings Mgmt For For
other than an AGM on not less than 14 clear
days notice
23 To approve and adopt the rules of the Barclays Mgmt For For
Group Long Term Incentive Plan
24 To approve and adopt the rules of the Barclays Mgmt For For
Group Share Value Plan
--------------------------------------------------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------------------------------------------------
BAYERISCHE MOTORENWERKE AG BMW, MUENCHEN Agenda Number: 702858450
--------------------------------------------------------------------------------------------------------------------------
Security: D12096109
Meeting Type: AGM
Meeting Date: 12-May-2011
Ticker:
ISIN: DE0005190003
--------------------------------------------------------------------------------------------------------------------------
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 THE TRUE RECORD DATE FOR THIS Non-Voting No vote
MEETING IS 21 APR 11 , WHEREAS THE MEETING
HAS BEEN SETUP USING THE ACTUAL RECORD DATE
- 1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT
ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH
THE GERMAN LAW. THANK YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 27 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 financial statements and Non-Voting No vote
annual report for the 2010 financial year with
the report of the supervisory board, the abbreviated
group financial statements and annual report,
and the report pursuant to sections 289(4)
and 315(4) of the German commercial code
2. Resolution on the appropriation of the distributable Mgmt For For
profit of EUR 852,109,999.84 as follows: Payment
of a dividend of EUR 1.30 per no-par share
payment of a dividend of EUR 1.32 per preferred
share ex-dividend and payable date: May 13,
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: KPMG Ag, Berlin
6. Approval of the adjustment to the remuneration Mgmt For For
system for the board of MDs
--------------------------------------------------------------------------------------------------------------------------
BG GROUP PLC Agenda Number: 702920693
--------------------------------------------------------------------------------------------------------------------------
Security: G1245Z108
Meeting Type: AGM
Meeting Date: 12-May-2011
Ticker:
ISIN: GB0008762899
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Annual Report and Accounts Mgmt For For
2 Remuneration Report Mgmt For For
3 Declaration of Dividend Mgmt For For
4 Election of Fabio Barbosa Mgmt For For
5 Election of Caio Koch-Weser Mgmt For For
6 Election of Patrick Thomas Mgmt For For
7 Re-election of Peter Backhouse Mgmt For For
8 Re-election of Frank Chapman Mgmt For For
9 Re-election of Baroness Hogg Mgmt For For
10 Re-election of Dr John Hood Mgmt For For
11 Re-election of Martin Houston Mgmt For For
12 Re-election of Sir David Manning Mgmt For For
13 Re-election of Mark Seligman Mgmt For For
14 Re-election of Philippe Varin Mgmt For For
15 Re-election of Sir Robert Wilson Mgmt For For
16 To re-appoint PricewaterhouseCoopers LLP as Mgmt For For
auditors of the Company, to hold office until
the conclusion of the next general meeting
at which accounts are laid before the Company
17 Remuneration of auditors Mgmt For For
18 Political donations Mgmt For For
19 Authority to allot shares Mgmt For For
20 Disapplication of pre-emption rights Mgmt For For
21 Authority to make market purchases of own shares Mgmt For For
22 Notice periods of 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 16. 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.
--------------------------------------------------------------------------------------------------------------------------
BHP BILLITON LIMITED Agenda Number: 933334651
--------------------------------------------------------------------------------------------------------------------------
Security: 088606108
Meeting Type: Annual
Meeting Date: 16-Nov-2010
Ticker: BHP
ISIN: US0886061086
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO RECEIVE THE 2010 FINANCIAL STATEMENTS AND Mgmt For For
REPORTS FOR BHP BILLITON LIMITED AND BHP BILLITON
PLC
02 TO RE-ELECT DR JOHN BUCHANAN AS A DIRECTOR OF Mgmt For For
BHP BILLITON LIMITED AND BHP BILLITON PLC
03 TO RE-ELECT MR DAVID CRAWFORD AS A DIRECTOR Mgmt For For
OF BHP BILLITON LIMITED AND BHP BILLITON PLC
04 TO RE-ELECT MR KEITH RUMBLE AS A DIRECTOR OF Mgmt For For
BHP BILLITON LIMITED AND BHP BILLITON PLC
05 TO RE-ELECT DR JOHN SCHUBERT AS A DIRECTOR OF Mgmt For For
BHP BILLITON LIMITED AND BHP BILLITON PLC
06 TO RE-ELECT MR JACQUES NASSER AS A DIRECTOR Mgmt For For
OF BHP BILLITON LIMITED AND BHP BILLITON PLC
07 TO ELECT MR MALCOLM BROOMHEAD AS A DIRECTOR Mgmt For For
OF BHP BILLITON LIMITED AND BHP BILLITON PLC
08 TO ELECT MS CAROLYN HEWSON AS A DIRECTOR OF Mgmt For For
BHP BILLITON LIMITED AND BHP BILLITON PLC
09 TO REAPPOINT KPMG AUDIT PLC AS THE AUDITOR OF Mgmt For For
BHP BILLITON PLC
10 TO RENEW THE GENERAL AUTHORITY TO ISSUE SHARES Mgmt For For
IN BHP BILLITON PLC
11 TO APPROVE THE AUTHORITY TO ISSUE SHARES IN Mgmt For For
BHP BILLITON PLC FOR CASH
12 TO APPROVE THE REPURCHASE OF SHARES IN BHP BILLITON Mgmt For For
PLC
13 TO APPROVE THE 2010 REMUNERATION REPORT Mgmt For For
14 TO APPROVE AMENDMENTS TO THE LONG TERM INCENTIVE Mgmt For For
PLAN
15 TO APPROVE THE GRANT OF AWARDS TO MR MARIUS Mgmt For For
KLOPPERS UNDER THE GIS AND THE LTIP
16 TO APPROVE AMENDMENTS TO THE CONSTITUTION OF Mgmt For For
BHP BILLITON LIMITED
17 TO APPROVE AMENDMENTS TO THE ARTICLES OF ASSOCIATION Mgmt For For
OF BHP BILLITON PLC
--------------------------------------------------------------------------------------------------------------------------
BNP PARIBAS, PARIS Agenda Number: 702830604
--------------------------------------------------------------------------------------------------------------------------
Security: F1058Q238
Meeting Type: MIX
Meeting Date: 11-May-2011
Ticker:
ISIN: FR0000131104
--------------------------------------------------------------------------------------------------------------------------
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/2011/0309/201103091100594.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
ended December 31, 2010 and distribution
of the dividend
O.4 Special report of the Statutory Auditors on Mgmt For For
the Agreements and Undertakings pursuant
to Articles L.225-38 et seq. of the Commercial
Code, including those concluded between a company
and its corporate officers and also between
companies of a group and mutual corporate
managers
O.5 Authorization for BNP Paribas to repurchase Mgmt For For
its own shares
O.6 Renewal of Mr. Jean-Francois Lepetit's term Mgmt For For
as Board member
O.7 Renewal of Mrs. Helene Ploix's term as Board Mgmt For For
member
O.8 Renewal of Mr. Baudouin Prot's term as Board Mgmt For For
member
O.9 Renewal of Mrs. DanielaWeber-Rey's term as Board Mgmt For For
member
O.10 Appointment of Mrs. Fields Wicker-Miurin as Mgmt For For
Board member
E.11 Approval of the merger-absorption of Banque Mgmt For For
de Bretagne by BNP Paribas
E.12 Approval of the simplified cross-border merger Mgmt For For
of BNP Paribas International BV by BNP Paribas
SA
E.13 Approval of the merger-absorption of the company Mgmt For For
Cerenicim by BNP Paribas
E.14 Approval of the merger-absorption of the company Mgmt For For
SAS Noria by BNP Paribas
E.15 Authorization to carry out allocations of performance Mgmt For For
shares in favor of employees and corporate
officers of the group
E.16 Authorization to grant options to subscribe Mgmt For For
for or purchase shares in favor of employees
and corporate officers of the group
E.17 Authorization to be granted to the Board of Mgmt For For
Directors to reduce the capital by cancellation
of shares
E.18 Powers for the formalities Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
BOSTON PROPERTIES, INC. Agenda Number: 933402733
--------------------------------------------------------------------------------------------------------------------------
Security: 101121101
Meeting Type: Annual
Meeting Date: 17-May-2011
Ticker: BXP
ISIN: US1011211018
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: LAWRENCE S. BACOW Mgmt For For
1B ELECTION OF DIRECTOR: ZOE BAIRD Mgmt For For
1C ELECTION OF DIRECTOR: ALAN J. PATRICOF Mgmt For For
1D ELECTION OF DIRECTOR: MARTIN TURCHIN Mgmt For For
02 TO APPROVE, BY NON-BINDING RESOLUTION, THE COMPANY'S Mgmt For For
NAMED EXECUTIVE OFFICER COMPENSATION.
03 TO APPROVE, BY NON-BINDING VOTE, THE FREQUENCY Mgmt 1 Year For
OF HOLDING THE ADVISORY VOTE ON NAMED EXECUTIVE
OFFICER COMPENSATION.
04 TO RATIFY THE AUDIT COMMITTEE'S APPOINTMENT Mgmt For For
OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2011.
05 STOCKHOLDER PROPOSAL CONCERNING THE PREPARATION Shr Against For
OF A SUSTAINABILITY REPORT, IF PROPERLY PRESENTED
AT THE ANNUAL MEETING.
--------------------------------------------------------------------------------------------------------------------------
BP P L C Agenda Number: 702818040
--------------------------------------------------------------------------------------------------------------------------
Security: G12793108
Meeting Type: AGM
Meeting Date: 14-Apr-2011
Ticker:
ISIN: GB0007980591
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive the directors annual report and accounts Mgmt For For
2 To approve the directors remuneration report Mgmt Abstain Against
3 To re elect Mr P M Anderson as a director Mgmt For For
4 To re elect Mr A Burgmans as a director Mgmt For For
5 To re elect Mrs C B Carroll as a director Mgmt For For
6 To re elect Sir William Castell as a director Mgmt Abstain Against
7 To re elect Mr I C Conn as a director Mgmt For For
8 To re elect Mr G David as a director Mgmt For For
9 To re elect Mr I E L Davis as a director Mgmt For For
10 To re elect Mr R W Dudley as a director Mgmt For For
11 To re elect Dr B E Grote as a director Mgmt For For
12 To elect Mr F L Bowman as a director Mgmt For For
13 To elect Mr B R Nelson as a director Mgmt For For
14 To elect Mr F P Nhleko as a director Mgmt For For
15 To re-elect Mr C H Svanberg as a director Mgmt For For
16 To reappoint Ernst and Young LLP as auditors Mgmt For For
and authorize the board to fix their remuneration
17 To give limited authority for the purchase of Mgmt For For
its own shares by the company
18 To give limited authority to allot shares up Mgmt For For
to a specified amount
19 To give authority to allot a limited number Mgmt For For
of shares for cash free of pre emption rights
20 To authorize the calling of general meetings Mgmt For For
excluding annual general meetings by
notice of at least 14 clear days
21 To give limited authority to make political Mgmt For For
donations and incur political expenditure
22 To approve the renewal of the BP Sharematch Mgmt For For
Plan
23 To approve the renewal of the BP Sharesave UK Mgmt For For
Plan
--------------------------------------------------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------------------------------------------------
CELGENE CORPORATION Agenda Number: 933444882
--------------------------------------------------------------------------------------------------------------------------
Security: 151020104
Meeting Type: Annual
Meeting Date: 15-Jun-2011
Ticker: CELG
ISIN: US1510201049
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROBERT J. HUGIN Mgmt For For
MICHAEL D. CASEY Mgmt For For
CARRIE S. COX Mgmt For For
RODMAN L. DRAKE Mgmt For For
MICHAEL A. FRIEDMAN, MD Mgmt For For
GILLA KAPLAN, PH.D. Mgmt For For
JAMES J. LOUGHLIN Mgmt For For
ERNEST MARIO, PH.D. Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF KPMG LLP Mgmt For For
AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2011.
03 APPROVAL OF AN AMENDMENT TO THE COMPANY'S 2008 Mgmt For For
STOCK INCENTIVE PLAN.
04 APPROVAL, BY NON-BINDING VOTE, OF EXECUTIVE Mgmt For For
COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE
OFFICERS.
05 TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY Mgmt 1 Year Against
OF EXECUTIVE COMPENSATION VOTES.
--------------------------------------------------------------------------------------------------------------------------
CENTURYLINK, INC. Agenda Number: 933407238
--------------------------------------------------------------------------------------------------------------------------
Security: 156700106
Meeting Type: Annual
Meeting Date: 18-May-2011
Ticker: CTL
ISIN: US1567001060
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
VIRGINIA BOULET Mgmt For For
PETER C. BROWN Mgmt For For
RICHARD A. GEPHARDT Mgmt For For
GREGORY J. MCCRAY Mgmt For For
MICHAEL J. ROBERTS Mgmt For For
2 RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT Mgmt For For
AUDITOR FOR 2011.
3 APPROVE OUR 2011 EQUITY INCENTIVE PLAN. Mgmt For For
4A ADVISORY VOTE REGARDING OUR EXECUTIVE COMPENSATION. Mgmt For For
4B ADVISORY VOTE REGARDING THE FREQUENCY OF OUR Mgmt 1 Year For
EXECUTIVE COMPENSATION VOTES.
5A SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS Shr Against For
REPORTS.
5B SHAREHOLDER PROPOSAL REGARDING BOARD DECLASSIFICATION. Shr For Against
--------------------------------------------------------------------------------------------------------------------------
CISCO SYSTEMS, INC. Agenda Number: 933332265
--------------------------------------------------------------------------------------------------------------------------
Security: 17275R102
Meeting Type: Annual
Meeting Date: 18-Nov-2010
Ticker: CSCO
ISIN: US17275R1023
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: CAROL A. BARTZ Mgmt For For
1B ELECTION OF DIRECTOR: M. MICHELE BURNS Mgmt For For
1C ELECTION OF DIRECTOR: MICHAEL D. CAPELLAS Mgmt For For
1D ELECTION OF DIRECTOR: LARRY R. CARTER Mgmt For For
1E ELECTION OF DIRECTOR: JOHN T. CHAMBERS Mgmt For For
1F ELECTION OF DIRECTOR: BRIAN L. HALLA Mgmt For For
1G ELECTION OF DIRECTOR: DR. JOHN L. HENNESSY Mgmt For For
1H ELECTION OF DIRECTOR: RICHARD M. KOVACEVICH Mgmt For For
1I ELECTION OF DIRECTOR: RODERICK C. MCGEARY Mgmt For For
1J ELECTION OF DIRECTOR: MICHAEL K. POWELL Mgmt For For
1K ELECTION OF DIRECTOR: ARUN SARIN Mgmt For For
1L ELECTION OF DIRECTOR: STEVEN M. WEST Mgmt For For
1M ELECTION OF DIRECTOR: JERRY YANG Mgmt For For
02 TO APPROVE A NON-BINDING ADVISORY RESOLUTION Mgmt For For
REGARDING EXECUTIVE COMPENSATION.
03 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS CISCO'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
JULY 30, 2011.
04 PROPOSAL SUBMITTED BY A SHAREHOLDER TO AMEND Shr Against For
CISCO'S BYLAWS TO ESTABLISH A BOARD COMMITTEE
ON ENVIRONMENTAL SUSTAINABILITY.
05 PROPOSAL SUBMITTED BY SHAREHOLDERS REQUESTING Shr Against For
THE BOARD TO PUBLISH A REPORT TO SHAREHOLDERS,
WITHIN SIX MONTHS, PROVIDING A SUMMARIZED LISTING
AND ASSESSMENT OF CONCRETE STEPS CISCO COULD
REASONABLY TAKE TO REDUCE THE LIKELIHOOD THAT
ITS BUSINESS PRACTICES MIGHT ENABLE OR ENCOURAGE
THE VIOLATION OF HUMAN RIGHTS, AS SET FORTH
IN THE ACCOMPANYING PROXY STATEMENT.
06 PROPOSAL SUBMITTED BY A SHAREHOLDER REQUESTING Shr Against For
THAT CISCO ADOPT AND IMPLEMENT A POLICY RESTRICTING
CERTAIN SALES IN CHINA, ADOPT A RELATED OVERSIGHT
AND COMPLIANCE SYSTEM WITH RESPECT TO HUMAN
RIGHTS IMPACTS AND PROVIDE PUBLIC DISCLOSURE
OF CISCO'S SALES TO CHINA AND CERTAIN OTHER
GOVERNMENTS, AS SET FORTH IN THE ACCOMPANYING
PROXY STATEMENT.
--------------------------------------------------------------------------------------------------------------------------
CITIGROUP INC. Agenda Number: 933378336
--------------------------------------------------------------------------------------------------------------------------
Security: 172967101
Meeting Type: Annual
Meeting Date: 21-Apr-2011
Ticker: C
ISIN: US1729671016
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: ALAIN J.P. BELDA Mgmt For For
1B ELECTION OF DIRECTOR: TIMOTHY C. COLLINS Mgmt For For
1C ELECTION OF DIRECTOR: JERRY A. GRUNDHOFER Mgmt For For
1D ELECTION OF DIRECTOR: ROBERT L. JOSS Mgmt For For
1E ELECTION OF DIRECTOR: MICHAEL E. O'NEILL Mgmt For For
1F ELECTION OF DIRECTOR: VIKRAM S. PANDIT Mgmt For For
1G ELECTION OF DIRECTOR: RICHARD D. PARSONS Mgmt For For
1H ELECTION OF DIRECTOR: LAWRENCE R. RICCIARDI Mgmt For For
1I ELECTION OF DIRECTOR: JUDITH RODIN Mgmt For For
1J ELECTION OF DIRECTOR: ROBERT L. RYAN Mgmt For For
1K ELECTION OF DIRECTOR: ANTHONY M. SANTOMERO Mgmt For For
1L ELECTION OF DIRECTOR: DIANA L. TAYLOR Mgmt For For
1M ELECTION OF DIRECTOR: WILLIAM S. THOMPSON, JR. Mgmt For For
1N ELECTION OF DIRECTOR: ERNESTO ZEDILLO Mgmt For For
02 PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP Mgmt For For
AS CITI'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2011.
03 PROPOSAL TO APPROVE AN AMENDMENT TO THE CITIGROUP Mgmt For For
2009 STOCK INCENTIVE PLAN.
04 APPROVAL OF CITI'S 2011 EXECUTIVE PERFORMANCE Mgmt For For
PLAN.
05 ADVISORY VOTE ON CITI'S 2010 EXECUTIVE COMPENSATION. Mgmt For For
06 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year For
VOTES ON EXECUTIVE COMPENSATION.
07 PROPOSAL TO APPROVE THE REVERSE STOCK SPLIT Mgmt For For
EXTENSION.
08 STOCKHOLDER PROPOSAL REGARDING POLITICAL NON-PARTISANSHIP.Shr Against For
09 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
POLITICAL CONTRIBUTIONS.
10 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
RESTORING TRUST AND CONFIDENCE IN THE FINANCIAL
SYSTEM.
11 STOCKHOLDER PROPOSAL REQUESTING THAT STOCKHOLDERS Shr For Against
HOLDING 15% OR ABOVE HAVE THE RIGHT TO CALL
SPECIAL STOCKHOLDER MEETINGS.
12 STOCKHOLDER PROPOSAL REQUESTING THAT THE AUDIT Shr For Against
COMMITTEE CONDUCT AN INDEPENDENT REVIEW AND
REPORT ON CONTROLS RELATED TO LOANS, FORECLOSURES,
AND SECURITIZATIONS.
--------------------------------------------------------------------------------------------------------------------------
COMCAST CORPORATION Agenda Number: 933396334
--------------------------------------------------------------------------------------------------------------------------
Security: 20030N101
Meeting Type: Annual
Meeting Date: 11-May-2011
Ticker: CMCSA
ISIN: US20030N1019
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
S. DECKER ANSTROM Mgmt For For
KENNETH J. BACON Mgmt For For
SHELDON M. BONOVITZ Mgmt For For
EDWARD D. BREEN Mgmt For For
JOSEPH J. COLLINS Mgmt For For
J. MICHAEL COOK Mgmt For For
GERALD L. HASSELL Mgmt For For
JEFFREY A. HONICKMAN Mgmt For For
EDUARDO G. MESTRE Mgmt For For
BRIAN L. ROBERTS Mgmt For For
RALPH J. ROBERTS Mgmt For For
DR. JUDITH RODIN Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT Mgmt For For
AUDITORS
03 APPROVAL OF THE COMCAST-NBCUNIVERSAL 2011 EMPLOYEE Mgmt For For
STOCK PURCHASE PLAN
04 APPROVAL OF THE COMCAST CORPORATION 2002 RESTRICTED Mgmt For For
STOCK PLAN, AS AMENDED AND RESTATED
05 APPROVAL OF THE COMCAST CORPORATION 2003 STOCK Mgmt For For
OPTION PLAN, AS AMENDED AND RESTATED
06 APPROVAL, ON AN ADVISORY BASIS, OF OUR EXECUTIVE Mgmt For For
COMPENSATION
07 ADVISORY VOTE ON THE FREQUENCY OF THE VOTE ON Mgmt 1 Year Against
EXECUTIVE COMPENSATION
08 TO PROVIDE FOR CUMULATIVE VOTING IN THE ELECTION Shr Against For
OF DIRECTORS
09 TO REQUIRE THAT THE CHAIRMAN OF THE BOARD NOT Shr For Against
BE A CURRENT OR FORMER EXECUTIVE OFFICER
--------------------------------------------------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------------------------------------------------
CORNING INCORPORATED Agenda Number: 933380191
--------------------------------------------------------------------------------------------------------------------------
Security: 219350105
Meeting Type: Annual
Meeting Date: 28-Apr-2011
Ticker: GLW
ISIN: US2193501051
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: JOHN SEELY BROWN Mgmt Against Against
1B ELECTION OF DIRECTOR: JOHN A. CANNING, JR. Mgmt For For
1C ELECTION OF DIRECTOR: GORDON GUND Mgmt Against Against
1D ELECTION OF DIRECTOR: KURT M. LANDGRAF Mgmt Against Against
1E ELECTION OF DIRECTOR: H. ONNO RUDING Mgmt Against Against
1F ELECTION OF DIRECTOR: GLENN F. TILTON Mgmt For For
02 APPROVAL, BY NON-BINDING VOTE, ON EXECUTIVE Mgmt For For
COMPENSATION.
03 APPROVAL, BY NON-BINDING, ON THE FREQUENCY OF Mgmt 1 Year For
FUTURE EXECUTIVE COMPENSATION VOTES.
04 RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS CORNING'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2011.
05 SHAREHOLDER PROPOSAL CONCERNING SPECIAL MEETINGS. Shr For Against
--------------------------------------------------------------------------------------------------------------------------
COVIDIEN PLC Agenda Number: 933367701
--------------------------------------------------------------------------------------------------------------------------
Security: G2554F105
Meeting Type: Annual
Meeting Date: 15-Mar-2011
Ticker: COV
ISIN: IE00B3QN1M21
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: CRAIG ARNOLD Mgmt For For
1B ELECTION OF DIRECTOR: ROBERT H. BRUST Mgmt For For
1C ELECTION OF DIRECTOR: JOHN M. CONNORS, JR. Mgmt For For
1D ELECTION OF DIRECTOR: CHRISTOPHER J. COUGHLIN Mgmt For For
1E ELECTION OF DIRECTOR: TIMOTHY M. DONAHUE Mgmt For For
1F ELECTION OF DIRECTOR: KATHY J. HERBERT Mgmt For For
1G ELECTION OF DIRECTOR: RANDALL J. HOGAN, III Mgmt For For
1H ELECTION OF DIRECTOR: RICHARD J. MEELIA Mgmt For For
1I ELECTION OF DIRECTOR: DENNIS H. REILLEY Mgmt For For
1J ELECTION OF DIRECTOR: TADATAKA YAMADA Mgmt For For
1K ELECTION OF DIRECTOR: JOSEPH A. ZACCAGNINO Mgmt For For
02 APPOINT THE INDEPENDENT AUDITORS AND AUTHORIZE Mgmt For For
THE AUDIT COMMITTEE TO SET THE AUDITORS' REMUNERATION.
03 EFFECT A ONE-FOR-ONE HUNDRED REVERSE SPLIT FOLLOWED Mgmt For For
BY A ONE HUNDRED-FOR-ONE FORWARD SPLIT OF THE
COMPANY'S ORDINARY SHARES.
04 AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. Mgmt For For
05 AN ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE Mgmt 1 Year Against
COMPENSATION VOTES.
--------------------------------------------------------------------------------------------------------------------------
CREDIT SUISSE GROUP AG N Y BRH MEDIUM TERM SR BK NTS BOOK ENTRY Agenda Number: 702880318
--------------------------------------------------------------------------------------------------------------------------
Security: H3698D419
Meeting Type: AGM
Meeting Date: 29-Apr-2011
Ticker:
ISIN: CH0012138530
--------------------------------------------------------------------------------------------------------------------------
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 729304, 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 THIS IS THE PART II OF THE Non-Voting No vote
MEETING NOTICE SENT UNDER MEETING 729304, INCLUDING
THE AGENDA. TO VOTE IN THE UPCOMING MEETING,
YOUR HOLDINGS MUST BE NOTIFIED TO THE COMPANY
REGISTRAR IN EITHER THE NOMINEE NAME OR THE
BENEFICIAL OWNER NAME BEFORE THE 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 Presentation of the annual report, the parent Non-Voting No vote
company's 2010 financial statements, the Group's
2010 consolidated financial statements and
the 2010 remuneration report
1.2 Consultative vote on the 2010 remuneration report Mgmt No vote
1.3 Approval of the annual report, the parent company's Mgmt No vote
2010 financial statements and the Group's 2010
consolidated financial statements
2 Discharge of the acts of the Members of the Mgmt No vote
Board of Directors and Executive Board
3.1 Resolution on the appropriation of retained Mgmt No vote
earnings
3.2 Resolution on the distribution against reserves Mgmt No vote
from capital contributions
4.1 Changes in share capital: Increase of conditional Mgmt No vote
capital for the purpose of contingent convertible
bonds
4.2 Changes in share capital: Renewing the authorized Mgmt No vote
capital
5.1 Other amendments to the articles of association: Mgmt No vote
Voting and election procedures at the General
Meeting of Shareholders
5.2 Other amendments to the articles of association: Mgmt No vote
Deletion of provisions concerning contributions
in kind
6.1.1 Re-election of Peter Brabeck-Letmathe to the Mgmt No vote
Board of Directors
6.1.2 Re-election of Jean Lanier to the Board of Directors Mgmt No vote
6.1.3 Re-election of Anton van Rossum to the Board Mgmt No vote
of Directors
6.2 Election of the independent auditors: KPMG AG, Mgmt No vote
Zurich
6.3 Election of the special auditors Mgmt No vote
7 If voting or elections takes place on proposals Mgmt No vote
that have not been submitted until the Annual
General Meeting itself as defined in Article
700 paragraphs 3 and 4 of the Swiss Code of
Obligations, I hereby authorize the independent
proxy to vote in favor of the proposal of the
Board of Directors
--------------------------------------------------------------------------------------------------------------------------
DANAHER CORPORATION Agenda Number: 933405741
--------------------------------------------------------------------------------------------------------------------------
Security: 235851102
Meeting Type: Annual
Meeting Date: 10-May-2011
Ticker: DHR
ISIN: US2358511028
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: H. LAWRENCE CULP, JR. Mgmt For For
1B ELECTION OF DIRECTOR: MITCHELL P. RALES Mgmt For For
1C ELECTION OF DIRECTOR: ELIAS A. ZERHOUNI, M.D. Mgmt For For
02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Mgmt For For
AS DANAHER'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER
31, 2011.
03 TO APPROVE AN AMENDMENT TO DANAHER'S RESTATED Mgmt For For
CERTIFICATE OF INCORPORATION TO DECLASSIFY
THE BOARD OF DIRECTORS.
04 TO APPROVE AN AMENDMENT TO DANAHER'S RESTATED Mgmt For For
CERTIFICATE OF INCORPORATION TO ALLOW HOLDERS
OF TWENTY-FIVE PERCENT (25%) OR MORE OF DANAHER'S
SHARES TO CALL A SPECIAL MEETING OF SHAREHOLDERS.
05 TO APPROVE AMENDMENTS TO DANAHER'S 2007 STOCK Mgmt For For
INCENTIVE PLAN AND MATERIAL TERMS OF PLAN PERFORMANCE
GOALS.
06 TO APPROVE AN ADVISORY VOTE ON THE COMPANY'S Mgmt For For
EXECUTIVE OFFICER COMPENSATION.
07 TO APPROVE AN ADVISORY VOTE ON THE FREQUENCY Mgmt 1 Year For
OF FUTURE SHAREHOLDER ADVISORY VOTES ON THE
COMPANY'S EXECUTIVE OFFICER COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
DANONE, PARIS Agenda Number: 702819600
--------------------------------------------------------------------------------------------------------------------------
Security: F12033134
Meeting Type: MIX
Meeting Date: 28-Apr-2011
Ticker:
ISIN: FR0000120644
--------------------------------------------------------------------------------------------------------------------------
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/2011/0304/201103041100550.pdf
O.1 Approval of the 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 and setting the
dividend at EUR 1.30 per share
O.4 Ratification of the co-optation of Mr. Yoshihiro Mgmt For For
Kawabata as Board member
O.5 Renewal of Mr. Bruno Bonnell's term as Board Mgmt For For
member
O.6 Renewal of Mr. Bernard Hours's term as Board Mgmt For For
member
O.7 Renewal of Mr. Yoshihiro Kawabata's term as Mgmt For For
Board member
O.8 Renewal of Mr. Jacques Vincent's term as Board Mgmt For For
member
O.9 Appointment of Mrs. Isabelle Seillier as Board Mgmt For For
member
O.10 Appointment of Mr. Jean-Michel Severino as Board Mgmt For For
member
O.11 Approval of the Agreements referred to in the Mgmt For For
Statutory Auditors' special report
O.12 Approval of the Agreements and Undertakings Mgmt For For
pursuant to Articles L.225-38 and L.225-42-l
of the Commercial Code relating to Mr. Bernard
Hours
O.13 Authorization to be granted to the Board of Mgmt For For
Directors to purchase, hold or transfer
Company's shares
E.14 Delegation of authority to the Board of Directors Mgmt For For
to issue ordinary shares of the Company and
securities giving access to the capital of
the Company, with preferential subscription
rights of shareholders
E.15 Delegation of authority to the Board of Directors Mgmt For For
to issue ordinary shares of the Company and
securities giving access to the capital of
the Company, with cancellation of preferential
subscription rights of shareholders, but with
obligation to grant a priority right
E.16 Delegation of authority to the Board of Directors Mgmt For For
in the event of capital increase with or
with cancellation of preferential subscription
rights of shareholders to increase the
amount of issuable securities
E.17 Delegation of authority to the Board of Directors Mgmt For For
to issue ordinary shares and securities
giving access to the capital of the Company,
in the event of public exchange offer initiated
by the Company
E.18 Delegation of powers to the Board of Directors Mgmt For For
to issue ordinary shares, in consideration
for in-kind contributions granted to the Company
and composed of equity securities or securities
giving access to the capital
E.19 Delegation of authority to the Board of Directors Mgmt For For
to increase the Company's capital by incorporation
of reserves, profits or premiums or other amounts
which capitalization is authorized
E.20 Delegation of authority to the Board of Directors Mgmt For For
to carry out capital increases reserved
for employees participating in a company savings
plan and/or transfers of reserved securities
E.21 Authorization granted to the Board of Directors Mgmt For For
to reduce capital by cancellation
of shares
E.22 Powers for formalities Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
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 BANK AG, FRANKFURT AM MAIN Agenda Number: 702924122
--------------------------------------------------------------------------------------------------------------------------
Security: D18190898
Meeting Type: AGM
Meeting Date: 26-May-2011
Ticker:
ISIN: DE0005140008
--------------------------------------------------------------------------------------------------------------------------
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 11.05.2011. 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 established Annual Financial Non-Voting No vote
Statements and Management Report (including
the explanatory report on disclosures pursuant
to paragraph 289 (4) German Commercial Code)
for the 2010 financial year, the approved Consolidated
Financial Statements and Management Report
(including the explanatory report on disclosures
pursuant to paragraph 315 (4) German Commercial
Code) for the 2010 financial year as well as
the Report of the Supervisory Board
2. Appropriation of distributable profit Mgmt For For
3. Ratification of the acts of management of the Mgmt For For
members of the Management Board for the 2010
financial year
4. Ratification of the acts of management of the Mgmt For For
members of the Supervisory Board for the 2010
financial year
5. Election of the auditor for the 2011 financial Mgmt For For
year, interim accounts
6. Authorization to acquire own shares pursuant Mgmt For For
to paragraph 71 (1) No.8 Stock Corporation
Act as well as for their use with the possible
exclusion of pre-emptive rights
7. Authorization to use derivatives within the Mgmt For For
framework of the purchase of own shares pursuant
to paragraph 71 (1) No.8 Stock Corporation
Act
8. Authorization to issue participatory notes with Mgmt For For
warrants and/or convertible participatory notes,
bonds with warrants and convertible bonds (with
the possibility of excluding pre-emptive rights),
creation of conditional captial and amendment
to the Aritcles of Association
9. Creation of new authorized capital for the capital Mgmt For For
increases in cash (with the pssibility of excluding
shareholders' pre-emptive rights, also in accordance
with paragraph 186 (3) sentence 4 Stock Corporation
Act) and amendment to the Articles of Association
10. Creation of new authorized capital for capital Mgmt For For
increases in cash or in kind (with the possibility
of excluding pre-emptive rights) and amendments
to the Articles of Association
11. Creation of new authorized captial for capital Mgmt For For
increases in cash (with the possibility of
excluding pre-emptive rights for broken amounts
as well as in favour of holders of option and
convertible rights) and amendment to the Articles
of Association
12. Election to the Supervisory Board: Ms. Katherine Mgmt For For
Garrett-Cox
13. Approval of the conclusion of a partial profit Mgmt For For
and loss transfer agreement pursuant to paragraph
292 (1) No.2 Stock Corporation Act (consisting
of a "Revenue Sharing Agreement" and an "Operating
Agreement") between Deutsche Bank Aktiengesellschaft,
as the company, and Deutsche Bank Financial
LLC, Wilmington, as the other party
--------------------------------------------------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------------------------------------------------
EMERSON ELECTRIC CO. Agenda Number: 933358435
--------------------------------------------------------------------------------------------------------------------------
Security: 291011104
Meeting Type: Annual
Meeting Date: 01-Feb-2011
Ticker: EMR
ISIN: US2910111044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
D.N. FARR* Mgmt For For
H. GREEN* Mgmt For For
C.A. PETERS* Mgmt For For
J.W. PRUEHER* Mgmt For For
R.L. RIDGWAY** Mgmt For For
02 RE-APPROVAL OF THE PERFORMANCE MEASURES UNDER Mgmt For For
THE EMERSON ELECTRIC CO. 2006 INCENTIVE SHARES
PLAN.
03 APPROVAL OF THE EMERSON ELECTRIC CO. 2011 STOCK Mgmt For For
OPTION PLAN.
04 RATIFICATION OF KPMG LLP AS INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM.
05 APPROVAL, BY NON-BINDING ADVISORY VOTE, OF EMERSON Mgmt For For
ELECTRIC CO. EXECUTIVE COMPENSATION.
06 ADVISORY VOTE ON THE FREQUENCY OF EXECUTIVE Mgmt 1 Year Against
COMPENSATION ADVISORY VOTES.
07 APPROVAL OF THE STOCKHOLDER PROPOSAL REQUESTING Shr Against For
THE ISSUANCE OF A SUSTAINABILITY REPORT AS
DESCRIBED IN THE PROXY STATEMENT.
--------------------------------------------------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------------------------------------------------
EXXON MOBIL CORPORATION Agenda Number: 933416908
--------------------------------------------------------------------------------------------------------------------------
Security: 30231G102
Meeting Type: Annual
Meeting Date: 25-May-2011
Ticker: XOM
ISIN: US30231G1022
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
M.J. BOSKIN Mgmt For For
P. BRABECK-LETMATHE Mgmt For For
L.R. FAULKNER Mgmt For For
J.S. FISHMAN Mgmt For For
K.C. FRAZIER Mgmt For For
W.W. GEORGE Mgmt For For
M.C. NELSON Mgmt For For
S.J. PALMISANO Mgmt For For
S.S REINEMUND Mgmt For For
R.W. TILLERSON Mgmt For For
E.E. WHITACRE, JR. Mgmt For For
02 RATIFICATION OF INDEPENDENT AUDITORS (PAGE 55) Mgmt For For
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION (PAGE Mgmt Against Against
56)
04 FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt 1 Year Against
(PAGE 57)
05 INDEPENDENT CHAIRMAN (PAGE 58) Shr For Against
06 REPORT ON POLITICAL CONTRIBUTIONS (PAGE 59) Shr Against For
07 AMENDMENT OF EEO POLICY (PAGE 61) Shr Against For
08 POLICY ON WATER (PAGE 62) Shr Against For
09 REPORT ON CANADIAN OIL SANDS (PAGE 64) Shr Against For
10 REPORT ON NATURAL GAS PRODUCTION (PAGE 65) Shr Against For
11 REPORT ON ENERGY TECHNOLOGY (PAGE 67) Shr Against For
12 GREENHOUSE GAS EMISSIONS GOALS (PAGE 68) Shr Against For
--------------------------------------------------------------------------------------------------------------------------
FEDEX CORPORATION Agenda Number: 933319419
--------------------------------------------------------------------------------------------------------------------------
Security: 31428X106
Meeting Type: Annual
Meeting Date: 27-Sep-2010
Ticker: FDX
ISIN: US31428X1063
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: JAMES L. BARKSDALE Mgmt For For
1B ELECTION OF DIRECTOR: JOHN A. EDWARDSON Mgmt For For
1C ELECTION OF DIRECTOR: J.R. HYDE, III Mgmt For For
1D ELECTION OF DIRECTOR: SHIRLEY A. JACKSON Mgmt For For
1E ELECTION OF DIRECTOR: STEVEN R. LORANGER Mgmt For For
1F ELECTION OF DIRECTOR: GARY W. LOVEMAN Mgmt For For
1G ELECTION OF DIRECTOR: SUSAN C. SCHWAB Mgmt For For
1H ELECTION OF DIRECTOR: FREDERICK W. SMITH Mgmt For For
1I ELECTION OF DIRECTOR: JOSHUA I. SMITH Mgmt For For
1J ELECTION OF DIRECTOR: DAVID P. STEINER Mgmt For For
1K ELECTION OF DIRECTOR: PAUL S. WALSH Mgmt For For
02 ADOPTION OF 2010 OMNIBUS STOCK INCENTIVE PLAN. Mgmt For For
03 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM.
04 STOCKHOLDER PROPOSAL REGARDING INDEPENDENT BOARD Shr Against For
CHAIRMAN.
05 STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER ACTION Shr For Against
BY WRITTEN CONSENT.
06 STOCKHOLDER PROPOSAL REGARDING CEO SUCCESSION Shr Against For
PLANNING.
--------------------------------------------------------------------------------------------------------------------------
FLUOR CORPORATION Agenda Number: 933387599
--------------------------------------------------------------------------------------------------------------------------
Security: 343412102
Meeting Type: Annual
Meeting Date: 05-May-2011
Ticker: FLR
ISIN: US3434121022
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: PETER J. FLUOR Mgmt For For
1B ELECTION OF DIRECTOR: JOSEPH W. PRUEHER Mgmt For For
1C ELECTION OF DIRECTOR: SUZANNE H. WOOLSEY Mgmt For For
02 AN ADVISORY VOTE ON THE COMPANY'S EXECUTIVE Mgmt For For
COMPENSATION.
03 AN ADVISORY VOTE ON THE FREQUENCY OF SHAREHOLDER Mgmt 1 Year
ADVISORY VOTES ON THE COMPANY'S EXECUTIVE COMPENSATION.
04 THE AMENDMENT OF OUR AMENDED AND RESTATED CERTIFICATE Mgmt For For
OF INCORPORATION TO DECLASSIFY THE BOARD OF
DIRECTORS.
05 THE AMENDMENT OF OUR AMENDED AND RESTATED CERTIFICATE Mgmt For For
OF INCORPORATION TO REMOVE AND REPLACE THE
SUPERMAJORITY VOTING PROVISIONS.
06 THE RATIFICATION OF THE APPOINTMENT BY OUR AUDIT Mgmt For For
COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2011.
--------------------------------------------------------------------------------------------------------------------------
FORD MOTOR COMPANY Agenda Number: 933396219
--------------------------------------------------------------------------------------------------------------------------
Security: 345370860
Meeting Type: Annual
Meeting Date: 12-May-2011
Ticker: F
ISIN: US3453708600
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: STEPHEN G. BUTLER Mgmt For For
1B ELECTION OF DIRECTOR: KIMBERLY A. CASIANO Mgmt For For
1C ELECTION OF DIRECTOR: ANTHONY F. EARLEY, JR. Mgmt For For
1D ELECTION OF DIRECTOR: EDSEL B. FORD II Mgmt For For
1E ELECTION OF DIRECTOR: WILLIAM CLAY FORD, JR. Mgmt For For
1F ELECTION OF DIRECTOR: RICHARD A. GEPHARDT Mgmt For For
1G ELECTION OF DIRECTOR: JAMES H. HANCE, JR. Mgmt For For
1H ELECTION OF DIRECTOR: IRVINE O. HOCKADAY, JR. Mgmt For For
1I ELECTION OF DIRECTOR: RICHARD A. MANOOGIAN Mgmt For For
1J ELECTION OF DIRECTOR: ELLEN R. MARRAM Mgmt For For
1K ELECTION OF DIRECTOR: ALAN MULALLY Mgmt For For
1L ELECTION OF DIRECTOR: HOMER A. NEAL Mgmt For For
1M ELECTION OF DIRECTOR: GERALD L. SHAHEEN Mgmt For For
1N ELECTION OF DIRECTOR: JOHN L. THORNTON Mgmt For For
02 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM.
03 SAY ON PAY - AN ADVISORY VOTE TO APPROVE THE Mgmt For For
COMPENSATION OF THE NAMED EXECUTIVES.
04 SAY WHEN ON PAY - AN ADVISORY VOTE ON THE FREQUENCY Mgmt 1 Year For
OF A SHAREHOLDER VOTE TO APPROVE THE COMPENSATION
OF THE NAMED EXECUTIVES.
05 RELATING TO DISCLOSURE OF THE COMPANY'S POLITICAL Shr Against For
CONTRIBUTIONS.
06 RELATING TO CONSIDERATION OF A RECAPITALIZATION Shr For Against
PLAN TO PROVIDE THAT ALL OF THE COMPANY'S OUTSTANDING
STOCK HAVE ONE VOTE PER SHARE.
07 RELATING TO ALLOWING HOLDERS OF 10% OF OUTSTANDING Shr For Against
COMMON STOCK TO CALL SPECIAL MEETINGS OF SHAREHOLDERS.
--------------------------------------------------------------------------------------------------------------------------
FREEPORT-MCMORAN COPPER & GOLD INC. Agenda Number: 933435720
--------------------------------------------------------------------------------------------------------------------------
Security: 35671D857
Meeting Type: Annual
Meeting Date: 15-Jun-2011
Ticker: FCX
ISIN: US35671D8570
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
RICHARD C. ADKERSON Mgmt For For
ROBERT J. ALLISON, JR. Mgmt For For
ROBERT A. DAY Mgmt For For
GERALD J. FORD Mgmt For For
H. DEVON GRAHAM, JR. Mgmt For For
CHARLES C. KRULAK Mgmt For For
BOBBY LEE LACKEY Mgmt For For
JON C. MADONNA Mgmt For For
DUSTAN E. MCCOY Mgmt For For
JAMES R. MOFFETT Mgmt For For
B.M. RANKIN, JR. Mgmt For For
STEPHEN H. SIEGELE Mgmt For For
2 APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION Mgmt Against Against
OF OUR NAMED EXECUTIVE OFFICERS.
3 APPROVAL, ON AN ADVISORY BASIS, OF THE FREQUENCY Mgmt 1 Year For
OF FUTURE ADVISORY VOTES ON THE COMPENSATION
OF OUR NAMED EXECUTIVE OFFICERS.
4 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
5 STOCKHOLDER PROPOSAL REGARDING THE SELECTION Shr Against For
OF A CANDIDATE WITH ENVIRONMENTAL EXPERTISE
TO BE RECOMMENDED FOR ELECTION TO THE COMPANY'S
BOARD OF DIRECTORS.
--------------------------------------------------------------------------------------------------------------------------
FRESENIUS MEDICAL CARE AG & CO. KGAA Agenda Number: 933424587
--------------------------------------------------------------------------------------------------------------------------
Security: 358029106
Meeting Type: Annual
Meeting Date: 12-May-2011
Ticker: FMS
ISIN: US3580291066
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 PRESENTATION OF THE ANNUAL FINANCIAL STATEMENTS Mgmt For For
AND CONSOLIDATED GROUP FINANCIAL STATEMENTS
EACH APPROVED BY THE SUPERVISORY BOARD, THE
MANAGEMENT REPORTS FOR THE CONSOLIDATED GROUP,
THE REPORT BY THE GENERAL PARTNER WITH REGARD
TO THE INFORMATION PURSUANT TO SECTIONS 289
(4), 315 (4) OF THE GERMAN COMMERCIAL CODE
(HANDELSGESETZBUCH - HGB) AND THE REPORT OF
THE SUPERVISORY BOARD FOR FISCAL YEAR 2010;
RESOLUTION ON THE APPROVAL OF THE ANNUAL FINANCIAL
STATEMENTS OF FRESENIUS MEDICAL CARE AG & CO.
KGAA FOR FISCAL YEAR 2010
02 RESOLUTION ON THE ALLOCATION OF DISTRIBUTABLE Mgmt For For
PROFIT
03 RESOLUTION ON THE APPROVAL OF THE ACTIONS OF Mgmt For For
THE GENERAL PARTNER
04 RESOLUTION ON THE APPROVAL OF THE ACTIONS OF Mgmt For For
THE MEMBERS OF THE SUPERVISORY BOARD
05 RESOLUTION ON THE APPROVAL OF THE REVISED SYSTEM Mgmt For For
OF COMPENSATION OF THE MANAGEMENT BOARD MEMBERS
OF THE GENERAL PARTNER
06 ELECTION OF THE AUDITORS AND CONSOLIDATED GROUP Mgmt For For
AUDITORS FOR FISCAL YEAR 2011
7A ELECTION OF DR GERD KRICK TO THE SUPERVISORY Mgmt Against Against
BOARD
7B ELECTION OF DR DIETER SCHENK TO THE SUPERVISORY Mgmt Against Against
BOARD
7C ELECTION OF PROF DR BERND FAHRHOLZ TO THE SUPERVISORY Mgmt Against Against
BOARD
7D ELECTION OF DR WALTER L. WEISMAN TO THE SUPERVISORY Mgmt Against Against
BOARD AND JOINT COMMITTEE
7E ELECTION OF WILLIAM P. JOHNSTON TO THE SUPERVISORY Mgmt For For
BOARD AND JOINT COMMITTEE
7F ELECTION OF ROLF A. CLASSON TO THE SUPERVISORY Mgmt For For
BOARD
08 RESOLUTION ON MODIFICATIONS OF THE REMUNERATION Mgmt For For
OF THE SUPERVISORY BOARD AND ITS COMMITTEES
AND ON THE CORRESPONDING AMENDMENTS TO ARTICLES
13 AND 13E OF THE ARTICLES OF ASSOCIATION
09 RESOLUTIONS ON THE CANCELLATION OF CONDITIONAL Mgmt For For
CAPITALS AND A CORRESPONDING AMENDMENT TO THE
ARTICLES OF ASSOCIATION AS WELL AS ON AUTHORIZING
THE GRANTING OF OPTIONS TO MANAGERIAL STAFF
MEMBERS (FUHRUNGSKRAFTE) AND MEMBERS OF THE
MANAGEMENT OF FRESENIUS MEDICAL CARE AG & CO.
KGAA OR AN AFFILIATE (STOCK OPTION PROGRAM
2011) AND THE CREATION OF CONDITIONAL CAPITAL
TO PROVIDE FOR THE STOCK OPTION PROGRAM 2011
AND A CORRESPONDING AMENDMENT TO THE ARTICLES
OF ASSOCIATION
10 RESOLUTION ON THE AUTHORIZATION TO PURCHASE Mgmt For For
AND USE TREASURY SHARES PURSUANT TO SECTION
71 (1) NO. 8 AKTG AND ON THE EXCLUSION OF SUBSCRIPTION
RIGHTS
11 RESOLUTION(S) ADDED UPON SHAREHOLDER REQUEST Mgmt Against
PURSUANT TO SECTION 122 (2) GERMAN STOCK CORPORATION
ACT (AKTIENGESETZ), IF ANY
--------------------------------------------------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------------------------------------------------
GENERAL ELECTRIC COMPANY Agenda Number: 933387664
--------------------------------------------------------------------------------------------------------------------------
Security: 369604103
Meeting Type: Annual
Meeting Date: 27-Apr-2011
Ticker: GE
ISIN: US3696041033
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A1 ELECTION OF DIRECTOR: W. GEOFFREY BEATTIE Mgmt For For
A2 ELECTION OF DIRECTOR: JAMES I. CASH, JR. Mgmt For For
A3 ELECTION OF DIRECTOR: ANN M. FUDGE Mgmt For For
A4 ELECTION OF DIRECTOR: SUSAN HOCKFIELD Mgmt For For
A5 ELECTION OF DIRECTOR: JEFFREY R. IMMELT Mgmt For For
A6 ELECTION OF DIRECTOR: ANDREA JUNG Mgmt For For
A7 ELECTION OF DIRECTOR: ALAN G. (A.G.) LAFLEY Mgmt For For
A8 ELECTION OF DIRECTOR: ROBERT W. LANE Mgmt For For
A9 ELECTION OF DIRECTOR: RALPH S. LARSEN Mgmt For For
A10 ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS Mgmt For For
A11 ELECTION OF DIRECTOR: JAMES J. MULVA Mgmt For For
A12 ELECTION OF DIRECTOR: SAM NUNN Mgmt For For
A13 ELECTION OF DIRECTOR: ROGER S. PENSKE Mgmt For For
A14 ELECTION OF DIRECTOR: ROBERT J. SWIERINGA Mgmt For For
A15 ELECTION OF DIRECTOR: JAMES S. TISCH Mgmt For For
A16 ELECTION OF DIRECTOR: DOUGLAS A. WARNER III Mgmt For For
B1 RATIFICATION OF KPMG Mgmt For For
B2 ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION Mgmt For For
B3 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year For
VOTES ON EXECUTIVE COMPENSATION
C1 SHAREOWNER PROPOSAL: CUMULATIVE VOTING Shr Against For
C2 SHAREOWNER PROPOSAL: FUTURE STOCK OPTIONS Shr For Against
C3 SHAREOWNER PROPOSAL: WITHDRAW STOCK OPTIONS Shr Against For
GRANTED TO EXECUTIVES
C4 SHAREOWNER PROPOSAL: CLIMATE CHANGE RISK DISCLOSURE Shr Against For
C5 SHAREOWNER PROPOSAL: TRANSPARENCY IN ANIMAL Shr Against For
RESEARCH
--------------------------------------------------------------------------------------------------------------------------
GLAXOSMITHKLINE PLC Agenda Number: 702855024
--------------------------------------------------------------------------------------------------------------------------
Security: G3910J112
Meeting Type: AGM
Meeting Date: 05-May-2011
Ticker:
ISIN: GB0009252882
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive and adopt the Directors' Report and Mgmt For For
the Financial Statements for the year ended
31st December 2010
2 To approve the Remuneration Report for the year Mgmt For For
ended 31st December 2010
3 To elect Mr. Simon Dingemans as a Director Mgmt For For
4 To elect Ms. Stacey Cartwright as a Director Mgmt For For
5 To elect Ms. Judy Lewent as a Director Mgmt For For
6 To re-elect Sir Christopher Gent as a Director Mgmt For For
7 To re-elect Mr. Andrew Witty as a Director Mgmt For For
8 To re-elect Professor Sir Roy Anderson as a Mgmt For For
Director
9 To re-elect Dr. Stephanie Burns as a Director Mgmt For For
10 To re-elect Mr. Larry Culp as a Director Mgmt For For
11 To re-elect Sir Crispin Davis as a Director Mgmt For For
12 To re-elect Sir Deryck Maughan as a Director Mgmt For For
13 To re-elect Mr. James Murdoch as a Director Mgmt For For
14 To re-elect Dr. Daniel Podolsky as a Director Mgmt For For
15 To re-elect Dr. Moncef Slaoui as a Director Mgmt For For
16 To re-elect Mr. Tom de Swaan as a Director Mgmt For For
17 To re-elect Sir Robert Wilson as a Director Mgmt For For
18 To authorise the Audit & Risk Committee to re-appoint Mgmt For For
PricewaterhouseCoopers LLP as Auditors to
the company to hold office from the end of
the Meeting to the end of the next Meeting
at which accounts are laid before the company
19 To authorise the Audit & Risk Committee to determine Mgmt For For
the remuneration of the Auditors
20 That, in accordance with section 366 and section Mgmt For For
367 of the Companies Act 2006 (the "Act")
the company is, and all companies that are,
at any time during the period for which
this resolution has effect, subsidiaries of
the company as defined in the Act are, authorised
in aggregate: (a) to make political donations,
as defined in section 364 of the Act, to political
parties and/or independent electoral
candidates, as defined in section 363 of the
Act, not exceeding GBP 50,000 in total; (b)
to make political donations to political
organisations other than political parties,
as defined in section 363 of the Act,
not exceeding GBP 50,000 in total; and (c)
to incur political expenditure, as defined
in section 365 of the Act, CONTD
CONT CONTD not exceeding GBP 50,000 in total, in Non-Voting No vote
each case during the period beginning
with the date of passing this resolution and
ending at the end of the next Annual General
Meeting of the company to be held in 2012 or,
if earlier, on 30th June 2012. In any
event, the aggregate amount of political
donations and political expenditure made or
incurred under this authority shall not
exceed GBP 100,000
21 That the Directors be and are hereby generally Mgmt For For
and unconditionally authorised,
in accordance with section 551 of the Act,
in substitution for all subsisting authorities,
to exercise all powers of the company to allot
shares in the company and to grant rights
to subscribe for or convert any security
into shares in the company up to an aggregate
nominal amount of GBP 432,263,373, and so
that the Directors may impose any limits or
make such exclusions or other arrangements
as they consider expedient in relation to
treasury shares, fractional entitlements,
record dates, legal, regulatory or practical
problems under the laws of, or the requirements
of any relevant regulatory body or stock
exchange in any territory, or CONTD
CONT CONTD any matter whatsoever, which authority Non-Voting No vote
shall expire at the end of the next Annual
General Meeting of the company to be held in
2012 or, if earlier, on 30th June 2012 (unless
previously revoked or varied by the company
in general meeting)save that under such
authority the company may, before such expiry,
make an offer or agreement which would or might
require shares to be allotted or rights to
subscribe for or convert securities into shares
to be granted after such expiry and the Directors
may allot shares or grant rights to subscribe
for or convert any security into shares in
pursuance of such an offer or agreement as
if the relevant authority conferred hereby
had not expired
22 That subject to resolution 21 being passed, Mgmt For For
in substitution for all subsisting
authorities, the Directors be and are hereby
empowered to allot equity securities (as
defined in the Act) for cash pursuant to the
authority conferred on the Directors by resolution
21 and/or where such allotment constitutes
an allotment of equity securities under section
560(3) of the Act, free of the restrictions
in section 561(1) of the Act, provided that
this power shall be limited: (a) to the
allotment of equity securities in connection
with an offer or issue of equity securities:
(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 CONTD
CONT CONTD those securities or as the Board otherwise Non-Voting No vote
considers necessary, but so that the Directors
may impose any limits or make such exclusions
or other arrangements as they consider
expedient in relation to treasury shares,
fractional entitlements, record dates,
legal, regulatory or practical problems
under the laws of, or the requirements of any
relevant regulatory body or stock exchange,
in any territory, or any matter whatsoever;
and (b) to the allotment (otherwise than
pursuant to sub-paragraph (a) above) of
equity securities up to an aggregate nominal
amount of GBP 64,845,990, and shall expire
at the end of the next Annual General Meeting
of the company to be held in 2012 CONTD
CONT CONTD (or, if earlier, at the close of business Non-Voting No vote
on 30th June 2012) save that the company may,
before such expiry, make an offer or agreement
which would or might require equity securities
to be allotted after such expiry and the
Directors may allot equity securities in pursuance
of such an offer or agreement as if
the power conferred hereby had not expired
23 That the company be and is hereby generally Mgmt For For
and unconditionally authorised for the purposes
of section 701 of the Act to make market purchases
(within the meaning of section 693(4) of
the Act) of its own Ordinary shares of 25
pence each provided that: (a) the maximum
number of Ordinary shares hereby authorised
to be purchased is 518,767,924; (b) the minimum
price, exclusive of expenses, which may be
paid for each Ordinary share is 25 pence; (c)
the maximum price, exclusive of expenses,
which may be paid for each Ordinary share
shall be the higher of (i) an amount equal
to 5% above the average market value for
the company's Ordinary shares for the five
business days immediately preceding the
day on which the Ordinary share is contracted
to be purchased; and CONTD
CONT CONTD (ii) the higher of the price of the last Non-Voting No vote
independent trade and the highest current
independent bid on the London Stock Exchange
Official List at the time the purchase is carried
out; and (d) the authority conferred by this
resolution shall, unless renewed prior to such
time, expire at the end of the next Annual
General Meeting of the company to be held in
2012 or, if earlier, on 30th June 2012 (provided
that the company may, before such expiry, enter
into a contract for the purchase of Ordinary
shares, which would or might be completed
wholly or partly after such expiry and the
company may purchase Ordinary shares pursuant
to any such contract under this authority)
24 That: (a) in accordance with section 506 of Mgmt For For
the Act, the name of the person who signs
the Auditors reports to the company's members
on the annual accounts and auditable
reports of the company for the year ending
31st December 2011 as senior statutory
auditor (as defined in section 504 of the
Act) for and on behalf of the company's Auditors,
should not be stated in published copies
of the reports (such publication being as defined
in section 505 of the Act) and the copy of
the reports to be delivered to the registrar
of companies under Chapter 10 of Part 15of
the Act; and CONTD
CONT CONTD (b) the company considers on reasonable Non-Voting No vote
grounds that statement of the name of the
senior statutory auditor would create or be
likely to create a serious risk that the
senior statutory auditor, or any other person,
would be subject to violence or intimidation
25 That a general meeting of the company other Mgmt For For
than an Annual General Meeting may be called
on not less than 14 clear days' notice
--------------------------------------------------------------------------------------------------------------------------
GOLDCORP INC. Agenda Number: 933411693
--------------------------------------------------------------------------------------------------------------------------
Security: 380956409
Meeting Type: Annual and Special
Meeting Date: 18-May-2011
Ticker: GG
ISIN: CA3809564097
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A DIRECTOR
IAN W. TELFER Mgmt For For
DOUGLAS M. HOLTBY Mgmt For For
CHARLES A. JEANNES Mgmt For For
JOHN P. BELL Mgmt For For
LAWRENCE I. BELL Mgmt For For
BEVERLEY A. BRISCOE Mgmt For For
PETER J. DEY Mgmt For For
P. RANDY REIFEL Mgmt For For
A. DAN ROVIG Mgmt For For
KENNETH F. WILLIAMSON Mgmt For For
B IN RESPECT OF THE APPOINTMENT OF DELOITTE & Mgmt For For
TOUCHE LLP, CHARTERED ACCOUNTANTS, AS AUDITORS
OF THE COMPANY AND AUTHORIZING THE DIRECTORS
TO FIX THEIR REMUNERATION;
C A RESOLUTION APPROVING AN AMENDED AND RESTATED Mgmt For For
STOCK OPTION PLAN FOR THE COMPANY;
D A RESOLUTION AMENDING ARTICLES OF THE COMPANY Mgmt For For
TO INCREASE THE MAXIMUM NUMBER OF DIRECTORS
FROM 10 TO 12;
E THE SHAREHOLDER PROPOSAL ATTACHED AS SCHEDULE Shr Against For
"C" TO THE MANAGEMENT INFORMATION CIRCULAR
ACCOMPANYING THIS VOTING INSTRUCTION FORM.
--------------------------------------------------------------------------------------------------------------------------
GOOGLE INC. Agenda Number: 933424373
--------------------------------------------------------------------------------------------------------------------------
Security: 38259P508
Meeting Type: Annual
Meeting Date: 02-Jun-2011
Ticker: GOOG
ISIN: US38259P5089
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
LARRY PAGE Mgmt For For
SERGEY BRIN Mgmt For For
ERIC E. SCHMIDT Mgmt For For
L. JOHN DOERR Mgmt For For
JOHN L. HENNESSY Mgmt For For
ANN MATHER Mgmt For For
PAUL S. OTELLINI Mgmt For For
K. RAM SHRIRAM Mgmt For For
SHIRLEY M. TILGHMAN Mgmt For For
02 THE RATIFICATION OF ERNST & YOUNG LLP AS GOOGLE'S Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.
03 THE APPROVAL OF AN AMENDMENT TO GOOGLE'S 2004 Mgmt Against Against
STOCK PLAN TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF CLASS A COMMON STOCK ISSUABLE UNDER
THE PLAN BY 1,500,000.
04 THE APPROVAL OF 2010 COMPENSATION AWARDED TO Mgmt For For
NAMED EXECUTIVE OFFICERS.
05 THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY Mgmt 1 Year Against
VOTES REGARDING COMPENSATION AWARDED TO NAMED
EXECUTIVE OFFICERS.
06 A STOCKHOLDER PROPOSAL REGARDING THE FORMATION Shr Against For
OF A BOARD COMMITTEE ON SUSTAINABILITY, IF
PROPERLY PRESENTED AT THE MEETING.
07 A STOCKHOLDER PROPOSAL REGARDING THE ADOPTION Shr For Against
OF A SIMPLE MAJORITY VOTING STANDARD FOR STOCKHOLDER
MATTERS, IF PROPERLY PRESENTED AT THE MEETING.
08 A STOCKHOLDER PROPOSAL REGARDING A CONFLICT Shr Against For
OF INTEREST AND CODE OF CONDUCT COMPLIANCE
REPORT, IF PROPERLY PRESENTED AT THE MEETING.
--------------------------------------------------------------------------------------------------------------------------
H & M HENNES & MAURITZ AB (PUBL) Agenda Number: 702615848
--------------------------------------------------------------------------------------------------------------------------
Security: W41422101
Meeting Type: EGM
Meeting Date: 20-Oct-2010
Ticker:
ISIN: SE0000106270
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No vote
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION
TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE
TO BE LODGED
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
CMMT PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN Non-Voting No vote
ACCEPT ABSTAIN AS A VALID VOTE OPTION. THANK
YOU
1 Opening of the meeting Non-Voting No vote
2 Election of a Chairman for the meeting Mgmt For For
3 Approve the voting list Mgmt For For
4 Approve the agenda Mgmt For For
5 Election of people to check the minutes Mgmt For For
6 Examination of whether the meeting was duly Mgmt For For
convened
7 Approve the establishment of an incentive programme Mgmt For For
for all employees of the H & M Group
8 Approve the supplement to the guidelines for Mgmt For For
remuneration for senior executives
9 Closing of the meeting Non-Voting No vote
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.
--------------------------------------------------------------------------------------------------------------------------
HALLIBURTON COMPANY Agenda Number: 933402668
--------------------------------------------------------------------------------------------------------------------------
Security: 406216101
Meeting Type: Annual
Meeting Date: 19-May-2011
Ticker: HAL
ISIN: US4062161017
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: A.M. BENNETT Mgmt For For
1B ELECTION OF DIRECTOR: J.R. BOYD Mgmt For For
1C ELECTION OF DIRECTOR: M. CARROLL Mgmt For For
1D ELECTION OF DIRECTOR: N.K. DICCIANI Mgmt For For
1E ELECTION OF DIRECTOR: S.M. GILLIS Mgmt For For
1F ELECTION OF DIRECTOR: A.S. JUM'AH Mgmt For For
1G ELECTION OF DIRECTOR: D.J. LESAR Mgmt For For
1H ELECTION OF DIRECTOR: R.A. MALONE Mgmt For For
1I ELECTION OF DIRECTOR: J.L. MARTIN Mgmt For For
1J ELECTION OF DIRECTOR: D.L. REED Mgmt For For
02 PROPOSAL FOR RATIFICATION OF THE SELECTION OF Mgmt For For
AUDITORS.
03 PROPOSAL FOR ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
04 PROPOSAL FOR ADVISORY VOTE ON THE FREQUENCY Mgmt 1 Year For
OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.
05 PROPOSAL ON HUMAN RIGHTS POLICY. Shr Against For
06 PROPOSAL ON POLITICAL CONTRIBUTIONS. Shr Against For
--------------------------------------------------------------------------------------------------------------------------
HESS CORPORATION Agenda Number: 933389428
--------------------------------------------------------------------------------------------------------------------------
Security: 42809H107
Meeting Type: Annual
Meeting Date: 04-May-2011
Ticker: HES
ISIN: US42809H1077
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: E.E. HOLIDAY Mgmt For For
1B ELECTION OF DIRECTOR: J.H. MULLIN Mgmt For For
1C ELECTION OF DIRECTOR: F.B. WALKER Mgmt For For
1D ELECTION OF DIRECTOR: R.N. WILSON Mgmt For For
02 APPROVAL OF THE ADVISORY RESOLUTION ON EXECUTIVE Mgmt For For
COMPENSATION.
03 APPROVAL OF HOLDING AN ADVISORY VOTE ON EXECUTIVE Mgmt 1 Year For
COMPENSATION EVERY ONE, TWO OR THREE YEARS,
AS INDICATED.
04 RATIFICATION OF THE SELECTION OF ERNST & YOUNG Mgmt For For
LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR
ENDING DECEMBER 31, 2011.
05 APPROVAL OF THE PERFORMANCE INCENTIVE PLAN FOR Mgmt For For
SENIOR OFFICERS, AS AMENDED.
--------------------------------------------------------------------------------------------------------------------------
HSBC HOLDINGS PLC, LONDON Agenda Number: 703029252
--------------------------------------------------------------------------------------------------------------------------
Security: G4634U169
Meeting Type: SGM
Meeting Date: 19-May-2011
Ticker:
ISIN: GB0005405286
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN INFORMATION MEETING. Non-Voting No vote
SHOULD YOU WISH TO ATTEND THE MEETING PERSONALLY,
YOU MAY APPLY FOR AN ENTRANCE CARD BY CONTACTING
YOUR CLIENT REPRESENTATIVE. THANK YOU
1 To discuss the 2010 results and other matter Non-Voting No vote
of interest
--------------------------------------------------------------------------------------------------------------------------
HSBC HOLDINGS PLC, LONDON Agenda Number: 702962259
--------------------------------------------------------------------------------------------------------------------------
Security: G4634U169
Meeting Type: AGM
Meeting Date: 27-May-2011
Ticker:
ISIN: GB0005405286
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive the report and accounts for 2010 Mgmt For For
2 To approve the directors' remuneration report Mgmt For For
for 2010
3.a To re-elect S A Catz a director Mgmt For For
3.b To re-elect L M L Cha a director Mgmt For For
3.c To re-elect M K T Cheung a director Mgmt For For
3.d To re-elect J D Coombe a director Mgmt For For
3.e To re-elect R A Fairhead a director Mgmt For For
3.f To re-elect D J Flint a director Mgmt For For
3.g To re-elect A A Flockhart a director Mgmt For For
3.h To re-elect S T Gulliver a director Mgmt For For
3.i To re-elect J W J Hughes-Hallett a director Mgmt For For
3.j To re-elect W S H Laidlaw a director Mgmt For For
3.k To re-elect J R Lomax a director Mgmt For For
3.l To re-elect I J Mackay a director Mgmt For For
3.m To re-elect G Morgan a director Mgmt For For
3.n To re-elect N R N Murthy a director Mgmt For For
3.o To re-elect Sir Simon Robertson a director Mgmt For For
3.p To re-elect J L Thornton a director Mgmt For For
3.q To re-elect Sir Brian Williamson a director Mgmt For For
4 To reappoint the auditor at remuneration to Mgmt For For
be determined by the group audit committee
5 To authorise the directors to allot shares Mgmt For For
6 To disapply pre-emption rights Mgmt For For
7 To approve the HSBC share plan 2011 Mgmt For For
8 To approve fees payable to non-executive directors Mgmt For For
9 To approve general meetings (other than annual Mgmt For For
general meetings) being called on 14 clear
days' notice
--------------------------------------------------------------------------------------------------------------------------
HTC CORP Agenda Number: 703110647
--------------------------------------------------------------------------------------------------------------------------
Security: Y3732M103
Meeting Type: AGM
Meeting Date: 15-Jun-2011
Ticker:
ISIN: TW0002498003
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 834998 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 IN CASES WHERE THE CLIENT INSTRUCTS Non-Voting No vote
US TO VOTE AGAINST ANY PROPOSAL TO BE DISCUSSED
AT A SHAREHOLDERS MEETING AND THE VOTING WITH
RESPECT TO SUCH PROPOSAL IS DONE BY BALLOT,
WE OR OUR DESIGNEE WILL FILL OUT THE BALLOT
IN RESPECT OF SUCH PROPOSAL IN ACCORDANCE WITH
THE CLIENTS INSTRUCTIONS. HOWEVER, IF THE VOTING
AT THE SHAREHOLDERS MEETING IS DONE BY ACCLAMATION,
WE/OUR DESIGNEE WILL NOT TAKE ANY ACTION IN
RESPECT OF THE RELEVANT PROPOSAL. THANK YOU
A.1 The 2010 business operations Non-Voting No vote
A.2 The 2010 audited reports Non-Voting No vote
A.3 The status of buyback treasury stock Non-Voting No vote
A.4 The revision of conditions for buyback stock Non-Voting No vote
of transferring to employees
B.1 The 2010 business reports and financial statements Mgmt For For
B.2 The 2010 profit distribution proposed cash dividend: Mgmt For For
TWD37 per share
B.3 The issuance of new shares from retained earnings Mgmt For For
and staff bonus. Proposed stock dividend: 50
for 1,000 shs held
B.4 The revision to the Articles of incorporation Mgmt For For
B.5 The revision to the procedures of asset acquisition Mgmt For For
or disposal
B.6.1 The election of director: David Bruce Yoffie, Mgmt For For
ID: 19540707DA
B.6.2 The election of supervisor: Jerry H C Chu, ID: Mgmt For For
A121108388
B.7 The proposal to release the prohibition on directors Mgmt For For
from participation in competitive business
B.8 Extraordinary motions Mgmt Abstain For
--------------------------------------------------------------------------------------------------------------------------
INTEL CORPORATION Agenda Number: 933403812
--------------------------------------------------------------------------------------------------------------------------
Security: 458140100
Meeting Type: Annual
Meeting Date: 19-May-2011
Ticker: INTC
ISIN: US4581401001
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: CHARLENE BARSHEFSKY Mgmt For For
1B ELECTION OF DIRECTOR: SUSAN L. DECKER Mgmt For For
1C ELECTION OF DIRECTOR: JOHN J. DONAHOE Mgmt For For
1D ELECTION OF DIRECTOR: REED E. HUNDT Mgmt For For
1E ELECTION OF DIRECTOR: PAUL S. OTELLINI Mgmt For For
1F ELECTION OF DIRECTOR: JAMES D. PLUMMER Mgmt For For
1G ELECTION OF DIRECTOR: DAVID S. POTTRUCK Mgmt For For
1H ELECTION OF DIRECTOR: JANE E. SHAW Mgmt For For
1I ELECTION OF DIRECTOR: FRANK D. YEARY Mgmt For For
1J ELECTION OF DIRECTOR: DAVID B. YOFFIE Mgmt For For
02 RATIFICATION OF SELECTION OF ERNST & YOUNG LLP Mgmt For For
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR CURRENT YEAR
03 AMENDMENT AND EXTENSION OF THE 2006 EQUITY INCENTIVE Mgmt For For
PLAN
04 AMENDMENT AND EXTENSION OF THE 2006 STOCK PURCHASE Mgmt For For
PLAN
05 ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt For For
06 ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE Mgmt 1 Year
ADVISORY VOTES ON EXECUTIVE COMPENSATION
--------------------------------------------------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------------------------------------------------
INTESA SANPAOLO SPA, TORINO Agenda Number: 702941902
--------------------------------------------------------------------------------------------------------------------------
Security: T55067101
Meeting Type: MIX
Meeting Date: 10-May-2011
Ticker:
ISIN: IT0000072618
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO POSTPONEMENT Non-Voting No vote
OF MEETING FROM 09 MAY TO 10 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.
O.1 Proposal for allocation of net income for financial Mgmt For For
year ended 31 December 2010 and dividend
distribution
O.2 Proposal for appointment of independent auditors Mgmt For For
for financial years 2012/2020
E.1 Amendments to the Articles of Association no.7 Mgmt For For
(Shareholders' Meeting), no.8 (Convocation),
no.9 (Right to attend and vote in the Shareholders'
Meeting), no.11 (Validity of resolutions)
and repeal of articles no.34 (First
appointments) and no.37 (Final Provision)
to be implemented in accordance with shareholders'
rights and related party transactions legislations
for updating needs; following and related
resolutions
E.2 Proposal for a capital increase for consideration, Mgmt For For
pursuant to article 2441 of the Civil Code,
paragraph 1, 2 and 3; following and related
resolutions
--------------------------------------------------------------------------------------------------------------------------
JPMORGAN CHASE & CO. Agenda Number: 933404028
--------------------------------------------------------------------------------------------------------------------------
Security: 46625H100
Meeting Type: Annual
Meeting Date: 17-May-2011
Ticker: JPM
ISIN: US46625H1005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: CRANDALL C. BOWLES Mgmt For For
1B ELECTION OF DIRECTOR: STEPHEN B. BURKE Mgmt For For
1C ELECTION OF DIRECTOR: DAVID M. COTE Mgmt For For
1D ELECTION OF DIRECTOR: JAMES S. CROWN Mgmt For For
1E ELECTION OF DIRECTOR: JAMES DIMON Mgmt For For
1F ELECTION OF DIRECTOR: ELLEN V. FUTTER Mgmt For For
1G ELECTION OF DIRECTOR: WILLIAM H. GRAY, III Mgmt For For
1H ELECTION OF DIRECTOR: LABAN P. JACKSON, JR. Mgmt For For
1I ELECTION OF DIRECTOR: DAVID C. NOVAK Mgmt For For
1J ELECTION OF DIRECTOR: LEE R. RAYMOND Mgmt For For
1K ELECTION OF DIRECTOR: WILLIAM C. WELDON Mgmt For For
02 APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt Against Against
04 ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE Mgmt 1 Year For
ON EXECUTIVE COMPENSATION
05 APPROVAL OF AMENDMENT TO LONG-TERM INCENTIVE Mgmt Against Against
PLAN
06 POLITICAL NON-PARTISANSHIP Shr Against For
07 SHAREHOLDER ACTION BY WRITTEN CONSENT Shr For Against
08 MORTGAGE LOAN SERVICING Shr Against For
09 POLITICAL CONTRIBUTIONS Shr Against For
10 GENOCIDE-FREE INVESTING Shr Against For
11 INDEPENDENT LEAD DIRECTOR Shr Against For
--------------------------------------------------------------------------------------------------------------------------
KEYCORP Agenda Number: 933412253
--------------------------------------------------------------------------------------------------------------------------
Security: 493267108
Meeting Type: Annual
Meeting Date: 19-May-2011
Ticker: KEY
ISIN: US4932671088
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
EDWARD P. CAMPBELL Mgmt For For
JOSEPH A. CARRABBA Mgmt For For
CAROL A. CARTWRIGHT Mgmt For For
ALEXANDER M. CUTLER Mgmt For For
H. JAMES DALLAS Mgmt For For
ELIZABETH R. GILE Mgmt For For
RUTH ANN M. GILLIS Mgmt For For
KRISTEN L. MANOS Mgmt For For
BETH E. MOONEY Mgmt For For
BILL R. SANFORD Mgmt For For
BARBARA R. SNYDER Mgmt For For
EDWARD W. STACK Mgmt For For
THOMAS C. STEVENS Mgmt For For
02 APPROVAL OF 2011 ANNUAL PERFORMANCE PLAN. Mgmt For For
03 AMENDMENT TO REGULATIONS TO REDUCE SHAREHOLDER Mgmt For For
VOTING PERCENTAGES TO STATUTORY NORMS.
04 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Mgmt For For
AUDITORS.
05 ADVISORY APPROVAL OF EXECUTIVE COMPENSATION Mgmt For For
PROGRAM.
06 ADVISORY VOTE ON THE FREQUENCY OF SHAREHOLDER Mgmt 1 Year For
VOTE ON EXECUTIVE COMPENSATION PROGRAM.
--------------------------------------------------------------------------------------------------------------------------
LINCOLN NATIONAL CORPORATION Agenda Number: 933405575
--------------------------------------------------------------------------------------------------------------------------
Security: 534187109
Meeting Type: Annual
Meeting Date: 26-May-2011
Ticker: LNC
ISIN: US5341871094
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: DENNIS R. GLASS Mgmt For For
1B ELECTION OF DIRECTOR: GARY C. KELLY Mgmt For For
1C ELECTION OF DIRECTOR: MICHAEL F. MEE Mgmt For For
2 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTING
FIRM FOR 2011.
3 TO APPROVE AN AMENDMENT TO THE COMPANY'S RESTATED Mgmt For For
ARTICLES OF INCORPORATION TO ALLOW SHAREHOLDERS
TO AMEND THE BYLAWS.
4 TO APPROVE AN ADVISORY PROPOSAL ON THE COMPANY'S Mgmt For For
2010 EXCUTIVE COMPENSATION AS DISCLOSED IN
THE PROXY STATEMENT
5 TO RESPOND TO AN ADVISORY PROPOSAL REGARDING Mgmt 1 Year For
THE FREQUENCY (EVERY 1, 2, OR 3 YEARS) OF FUTURE
ADVISORY PROPOSALS ON THE COMPANY'S EXECUTIVE
COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
LVMH MOET HENNESSY LOUIS VUITTON, PARIS Agenda Number: 702803645
--------------------------------------------------------------------------------------------------------------------------
Security: F58485115
Meeting Type: MIX
Meeting Date: 31-Mar-2011
Ticker:
ISIN: FR0000121014
--------------------------------------------------------------------------------------------------------------------------
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/2011/0223/201102231100367.pdf
AND https://balo.journal-officiel.gouv.fr/pdf/2011/0311/201103111100605.pdf
O.1 Approval of the corporate financial statements Mgmt For For
O.2 Approval of the consolidated financial statements Mgmt For For
O.3 Approval of the regulated Agreements Mgmt Against Against
O.4 Allocation of income - setting the dividend Mgmt For For
O.5 Appointment of Mrs. Delphine Arnault as Board Mgmt For For
member
O.6 Appointment of Mr. Nicolas Bazire as Board member Mgmt For For
O.7 Appointment of Mr. Antonio Belloni as Board Mgmt For For
member
O.8 Appointment of Mr. Charles de Croisset as Board Mgmt For For
member
O.9 Appointment of Mr. Diego Della Valle as Board Mgmt Against Against
member
O.10 Appointment of Mr. Pierre Gode as Board member Mgmt For For
O.11 Appointment of Mr. Gilles Hennessy as Board Mgmt Against Against
member
O.12 Appointment of Mrs. Marie-Josee Kravis as Board Mgmt For For
member
O.13 Appointment of Mr. Patrick Houel as Board member Mgmt For For
O.14 Authorization to be granted to the Board of Mgmt For For
Directors to trade the Company's shares
O.15 Delegation of authority to be granted to the Mgmt For For
Board of Directors to increase capital by
incorporation of profits, reserves, premiums
or otherwise
E.16 Authorization to be granted to the Board of Mgmt For For
Directors to reduce the share capital by
cancellation of shares
E.17 Delegation of authority to be granted to the Mgmt For For
Board of Directors to increase the share
capital with preferential subscription rights
E.18 Delegation of authority to be granted to the Mgmt Against Against
Board of Directors to increase the share
capital without preferential subscription rights
by way of a public offer
E.19 Delegation of authority to be granted to the Mgmt Against Against
Board of Directors to increase the share
capital without preferential subscription rights
through private investment in favor of qualified
investors or a limited circle of investors
E.20 Authorization to be granted to the Board of Mgmt Against Against
Directors to set the issue price of shares
and/or securities giving access to the capital
under certain conditions, within the
limit of 10% of the capital per year, as part
of a share capital increase by way of issuance
without preferential subscription rights
E.21 Delegation of authority to be granted to the Mgmt Against Against
Board of Directors to increase the amount
of issuances in the event of surplus demands
E.22 Delegation of authority to be granted to the Mgmt Against Against
Board of Directors to increase capital as
part of a public exchange offer
E.23 Delegation of authority to be granted to the Mgmt Against Against
Board of Directors to increase capital, in
consideration for in-kind contributions
E.24 Delegation of authority to be granted to the Mgmt For For
Board of Directors to increase capital in
favor of Group employees
E.25 Setting an overall limit for capital increases Mgmt For For
decided under the delegations of authority
E.26 Authorization to be granted to the Board of Mgmt Against Against
Directors to award free shares to employees
and officers of the Group
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION Non-Voting No vote
IN URL LINK AND RECEIPT 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.
--------------------------------------------------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------------------------------------------------
METRO AG, DUESSELDORF Agenda Number: 702861039
--------------------------------------------------------------------------------------------------------------------------
Security: D53968125
Meeting Type: AGM
Meeting Date: 06-May-2011
Ticker:
ISIN: DE0007257503
--------------------------------------------------------------------------------------------------------------------------
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 THE TRUE RECORD DATE FOR THIS Non-Voting No vote
MEETING IS 15 APRIL 2011, WHEREAS THE MEETING
HAS BEEN SETUP USING THE ACTUAL RECORD DATE
- 1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT
ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH
THE GERMAN LAW. THANK YOU.
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 and Mgmt For For
annual report for the 2010 financial year with
the report of the Supervisory Board, the group
financial statements and group annual report
as well as the report by the Board of MDs pursuant
to Sections 289(4), 289 (5) and 315(4) of the
German Commercial Code as well as the resolution
on the appropriation of the distributable profit
of EUR 455,927,593.93 as follows: a) Payment
of a dividend of EUR 1.35 per no-par share
b) Payment of a dividend of EUR 1.485 per preferred
share EUR 14,402,904.37 shall be carried forward
Ex-dividend and payable date: May 9, 2011
2. Ratification of the acts of the Board of MDs Mgmt For For
3. Ratification of the acts of the Supervisory Mgmt For For
Board
4. Approval of the remuneration system for the Mgmt For For
Board of MDs
5. Appointment of auditors for the 2011 financial Mgmt For For
year: KPMG AG, Berlin
6.a Election to the Supervisory Board: Peter Kuepfer Mgmt Against Against
6.b Election to the Supervisory Board: Ann-Kristin Mgmt For For
Achleitner
--------------------------------------------------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------------------------------------------------
NIKE, INC. Agenda Number: 933315548
--------------------------------------------------------------------------------------------------------------------------
Security: 654106103
Meeting Type: Annual
Meeting Date: 20-Sep-2010
Ticker: NKE
ISIN: US6541061031
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JILL K. CONWAY Mgmt For For
ALAN B. GRAF, JR. Mgmt For For
JOHN C. LECHLEITER Mgmt For For
PHYLLIS M. WISE Mgmt For For
02 TO RE-APPROVE AND AMEND THE NIKE, INC. EXECUTIVE Mgmt For For
PERFORMANCE SHARING PLAN.
03 TO RE-APPROVE AND AMEND THE NIKE, INC. 1990 Mgmt For For
STOCK INCENTIVE PLAN.
04 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
--------------------------------------------------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------------------------------------------------
NOVO-NORDISK A S Agenda Number: 702814030
--------------------------------------------------------------------------------------------------------------------------
Security: K7314N152
Meeting Type: AGM
Meeting Date: 23-Mar-2011
Ticker:
ISIN: DK0060102614
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT IF THE CHAIRMAN OF THE BOARD Non-Voting No vote
OR A BOARD MEMBER IS APPOINTED AS PROXY, WHICH
IS OFTEN THE CASE, CLIENTS CAN ONLY EXPECT
THEM TO ACCEPT PRO-MANAGEMENT VOTES. THE
ONLY WAY TO GUARANTEE THAT ABSTAIN AND/OR AGAINST
VOTES ARE REPRESENTED AT THE MEETING IS TO
SEND YOUR OWN REPRESENTATIVE. THE SUB CUSTODIAN
BANKS OFFER REPRESENTATION SERVICES FOR AN
ADDED FEE IF REQUESTED. THANK YOU
CMMT PLEASE BE ADVISED THAT SOME OF SUBCUSTODIANS Non-Voting No vote
IN DENMARK REQUIRE THE SHARES TO BE REGISTERED
IN SEGREGATED ACCOUNTS BY REGISTRATION DEADLINE
IN ORDER TO PROVIDE VOTING SERVICE. PLEASE
CONTACT YOUR GLOBAL CUSTODIAN TO FIND OUT IF
THIS REQUIREMENT APPLIES TO YOUR SHARES AND,
IF SO, YOUR SHARES ARE REGISTERED
IN A SEGREGATED ACCOUNT FOR THIS GENERAL MEETING.
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
2 Adoption of the audited Annual Report 2010 Mgmt For For
3.1 Approval of remuneration of the Board of Directors Mgmt For For
for 2010
3.2 Approval of remuneration level of the Board Mgmt For For
of Directors for 2011
4 A resolution to distribute the profit Mgmt For For
5.1.a Election of Sten Scheibye as a member to the Mgmt For For
Board of Directors
5.1.b Election of Goran A Ando as a member to the Mgmt For For
Board of Directors
5.1.c Election of Bruno Angelici as a member to the Mgmt For For
Board of Directors
5.1.d Election of Henrik Gurtler as a member to the Mgmt For For
Board of Directors
5.1.e Election of Thomas Paul Koestler as a member Mgmt For For
to the Board of Directors
5.1.f Election of Kurt Anker Nielsen as a member to Mgmt For For
the Board of Directors
5.1.g Election of Hannu Ryopponen as a member to the Mgmt For For
Board of Directors
5.1.h Election of Jorgen Wedel as a member to the Mgmt For For
Board of Directors
5.2 The Board of Directors proposes election of Mgmt For For
Sten Scheibye as chairman
5.3 The Board of Directors proposes election of Mgmt For For
Goran A Ando as vice chairman
6 Re-appointment of PricewaterhouseCoopers as Mgmt For For
auditor
7.1 Reduction of the Company's B share capital from Mgmt For For
DKK 492,512,800 to DKK 472,512,800
7.2 Authorisation of the Board of Directors to acquire Mgmt Against Against
own shares up to a holding limit of 10% of
the share capital
7.3.1 Amendments to the Articles of Asociation: Article Mgmt For For
2 (deletion of article regarding location
of registered office)
7.3.2 Amendments to the Articles of Asociation: Article Mgmt For For
7.5 (new article 6.5) (removal of the
requirement to advertise the notice calling
a general meeting in two daily newspapers)
7.3.3 Amendments to the Articles of Asociation: Article Mgmt For For
11.2 (new article 10.2) (introduction of
age limit for nomination of candidates to the
Board of Directors)
7.4 Adoption of Remuneration Principles and consequential Mgmt For For
amendment of article 15 (new article 14)
--------------------------------------------------------------------------------------------------------------------------
ORACLE CORPORATION Agenda Number: 933328189
--------------------------------------------------------------------------------------------------------------------------
Security: 68389X105
Meeting Type: Annual
Meeting Date: 06-Oct-2010
Ticker: ORCL
ISIN: US68389X1054
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JEFFREY S. BERG Mgmt Withheld Against
H. RAYMOND BINGHAM Mgmt For For
MICHAEL J. BOSKIN Mgmt For For
SAFRA A. CATZ Mgmt For For
BRUCE R. CHIZEN Mgmt For For
GEORGE H. CONRADES Mgmt For For
LAWRENCE J. ELLISON Mgmt For For
HECTOR GARCIA-MOLINA Mgmt Withheld Against
JEFFREY O. HENLEY Mgmt For For
MARK V. HURD Mgmt For For
DONALD L. LUCAS Mgmt For For
NAOMI O. SELIGMAN Mgmt Withheld Against
02 APPROVE THE ORACLE CORPORATION EXECUTIVE BONUS Mgmt For For
PLAN.
03 APPROVE THE ORACLE CORPORATION AMENDED AND RESTATED Mgmt For For
2000 LONG-TERM EQUITY INCENTIVE PLAN, INCLUDING
AN AMENDMENT TO INCREASE THE AGGREGATE NUMBER
OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE
PLAN BY 419,020,418 SHARES.
04 RATIFY THE SELECTION OF ERNST & YOUNG LLP AS Mgmt For For
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING MAY 31, 2011.
05 ACT ON A STOCKHOLDER PROPOSAL TO AMEND THE CORPORATE Shr Against For
BYLAWS TO ESTABLISH A BOARD COMMITTEE ON SUSTAINABILITY.
06 ACT ON A STOCKHOLDER PROPOSAL REGARDING MAJORITY Shr Against For
VOTING IN DIRECTOR ELECTIONS.
07 ACT ON A STOCKHOLDER PROPOSAL REGARDING EQUITY Shr For Against
RETENTION.
--------------------------------------------------------------------------------------------------------------------------
PEABODY ENERGY CORPORATION Agenda Number: 933388692
--------------------------------------------------------------------------------------------------------------------------
Security: 704549104
Meeting Type: Annual
Meeting Date: 03-May-2011
Ticker: BTU
ISIN: US7045491047
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GREGORY H. BOYCE Mgmt For For
WILLIAM A. COLEY Mgmt For For
WILLIAM E. JAMES Mgmt For For
ROBERT B. KARN III Mgmt For For
M. FRANCES KEETH Mgmt For For
HENRY E. LENTZ Mgmt For For
ROBERT A. MALONE Mgmt For For
WILLIAM C. RUSNACK Mgmt For For
JOHN F. TURNER Mgmt For For
SANDRA A. VAN TREASE Mgmt For For
ALAN H. WASHKOWITZ Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year Against
VOTES ON EXECUTIVE COMPENSATION.
05 APPROVAL OF PEABODY'S 2011 LONG-TERM EQUITY Mgmt For For
INCENTIVE PLAN.
--------------------------------------------------------------------------------------------------------------------------
PEPSICO, INC. Agenda Number: 933392069
--------------------------------------------------------------------------------------------------------------------------
Security: 713448108
Meeting Type: Annual
Meeting Date: 04-May-2011
Ticker: PEP
ISIN: US7134481081
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: S.L. BROWN Mgmt For For
1B ELECTION OF DIRECTOR: I.M. COOK Mgmt For For
1C ELECTION OF DIRECTOR: D. DUBLON Mgmt For For
1D ELECTION OF DIRECTOR: V.J. DZAU Mgmt For For
1E ELECTION OF DIRECTOR: R.L. HUNT Mgmt For For
1F ELECTION OF DIRECTOR: A. IBARGUEN Mgmt For For
1G ELECTION OF DIRECTOR: A.C. MARTINEZ Mgmt For For
1H ELECTION OF DIRECTOR: I.K. NOOYI Mgmt For For
1I ELECTION OF DIRECTOR: S.P. ROCKEFELLER Mgmt For For
1J ELECTION OF DIRECTOR: J.J. SCHIRO Mgmt For For
1K ELECTION OF DIRECTOR: L.G. TROTTER Mgmt For For
1L ELECTION OF DIRECTOR: D. VASELLA Mgmt For For
02 APPROVAL, BY NON-BINDING VOTE, OF EXECUTIVE Mgmt For For
COMPENSATION.
03 RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY Mgmt 1 Year Against
OF EXECUTIVE COMPENSATION VOTES.
04 APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS Mgmt For For
FOR FISCAL YEAR 2011.
05 APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION Mgmt For For
TO IMPLEMENT MAJORITY VOTING FOR DIRECTORS
IN UNCONTESTED ELECTIONS.
06 SHAREHOLDER PROPOSAL - RIGHT TO CALL SPECIAL Shr For Against
SHAREHOLDER MEETINGS. (PROXY STATEMENT P.63)
07 SHAREHOLDER PROPOSAL - POLITICAL CONTRIBUTIONS Shr Against For
REPORT (PROXY STATEMENT P.65)
--------------------------------------------------------------------------------------------------------------------------
PETROLEO BRASILEIRO S.A. - PETROBRAS Agenda Number: 933486905
--------------------------------------------------------------------------------------------------------------------------
Security: 71654V408
Meeting Type: Special
Meeting Date: 04-Apr-2011
Ticker: PBR
ISIN: US71654V4086
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 CHANGE IN THE WORDING OF THE CAPUT OF ARTICLE Mgmt For For
20 OF THE COMPANY'S BYLAWS, BY EXCLUDING THE
WORD "UP TO", AND ESTABLISHING THE NUMBER OF
DIRECTORS.
02 MERGER OF COMPANHIA MEXILHAO DO BRASIL TO PETROBRAS. Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
PETROLEO BRASILEIRO S.A. - PETROBRAS Agenda Number: 933430364
--------------------------------------------------------------------------------------------------------------------------
Security: 71654V408
Meeting Type: Annual
Meeting Date: 28-Apr-2011
Ticker: PBR
ISIN: US71654V4086
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
O1 THE MANAGEMENT REPORT, FINANCIAL STATEMENTS Mgmt For For
AND FISCAL BOARD'S REPORT OF FISCAL YEAR OF
2010
O2 CAPITAL BUDGET FOR 2011 Mgmt For For
O3 DISTRIBUTION OF THE INCOME OF YEAR 2010 Mgmt For For
O4 ELECTION OF MEMBERS TO THE BOARD OF DIRECTORS Mgmt Against Against
O5 ELECTION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS Mgmt For For
O6 ELECTION OF MEMBERS TO THE FISCAL BOARD AND Mgmt For For
THEIR RESPECTIVE SUBSTITUTES
O7 ESTABLISHMENT OF THE COMPENSATION OF MANAGEMENT Mgmt For For
AND EFFECTIVE MEMBERS OF THE FISCAL BOARD
E1 CAPITAL INCREASE Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------------------------------------------------
PG&E CORPORATION Agenda Number: 933396601
--------------------------------------------------------------------------------------------------------------------------
Security: 69331C108
Meeting Type: Annual
Meeting Date: 11-May-2011
Ticker: PCG
ISIN: US69331C1080
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: DAVID R. ANDREWS Mgmt For For
1B ELECTION OF DIRECTOR: LEWIS CHEW Mgmt For For
1C ELECTION OF DIRECTOR: C. LEE COX Mgmt For For
1D ELECTION OF DIRECTOR: PETER A. DARBEE Mgmt For For
1E ELECTION OF DIRECTOR: MARYELLEN C. HERRINGER Mgmt For For
1F ELECTION OF DIRECTOR: ROGER H. KIMMEL Mgmt For For
1G ELECTION OF DIRECTOR: RICHARD A. MESERVE Mgmt For For
1H ELECTION OF DIRECTOR: FORREST E. MILLER Mgmt For For
1I ELECTION OF DIRECTOR: ROSENDO G. PARRA Mgmt For For
1J ELECTION OF DIRECTOR: BARBARA L. RAMBO Mgmt For For
1K ELECTION OF DIRECTOR: BARRY LAWSON WILLIAMS Mgmt For For
02 RATIFICATION OF 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 FREQUENCY OF ADVISORY VOTE Mgmt 1 Year For
ON EXECUTIVE COMPENSATION
05 INDEPENDENT BOARD CHAIRMAN Shr Against For
06 NEUTRAL PG&E PERSONNEL POLICIES 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
--------------------------------------------------------------------------------------------------------------------------
PHILIPS ELECTRS N V Agenda Number: 702796206
--------------------------------------------------------------------------------------------------------------------------
Security: N6817P109
Meeting Type: AGM
Meeting Date: 31-Mar-2011
Ticker:
ISIN: NL0000009538
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT BLOCKING IS NOT A REQUIREMENT IMPOSED BY ROYAL Non-Voting No vote
PHILIPS ELECTRONICS. PLEASE NOTE THAT BLOCKING
CONDITIONS MAY APPLY DEPENDING ON THE SYSTEMS
OF THE CUSTODIAN BANK(S).
CMMT VOTE INSTRUCTIONS RECEIVED AFTER VOTE DEADLINE Non-Voting No vote
DATE ARE CONSIDERED LATE. LATE VOTES ARE PROCESSED
ON A BEST EFFORT BASIS.
1 President's Speech Non-Voting No vote
2.a Proposal to adopt the 2010 financial statements Mgmt For For
2.b Explanation of policy on additions to reserves Non-Voting No vote
and dividends
2.c Proposal to adopt a dividend of EUR 0.75 per Mgmt For For
common share in cash or shares, at the option
of the shareholder, against the net income
for 2010 of the Company
2.d Proposal to discharge the members of the Board Mgmt For For
of Management for their responsibilities
2.e Proposal to discharge the members of the Supervisory Mgmt For For
Board for their responsibilities
3.a Proposal to appoint Mr F.A. van Houten as President/CEO Mgmt For For
and member of the Board of Management of the
Company with effect from April 1, 2011
3.b Proposal to appoint Mr R.H. Wirahadiraksa as Mgmt For For
member of the Board of Management of the Company
with effect from April 1, 2011
3.c Proposal to appoint Mr P.A.J. Nota as member Mgmt For For
of the Board of Management of the Company with
effect from April 1, 2011
4.a Proposal to re-appoint Mr C.J.A. van Lede as Mgmt For For
a member of the Supervisory Board of the Company
with effect from March 31, 2011
4.b Proposal to re-appoint Mr J.M. Thompson as a Mgmt For For
member of the Supervisory Board of the Company
with effect from March 31, 2011
4.c Proposal to re-appoint Mr H. von Prondzynski Mgmt For For
as a member of the Supervisory Board of the
Company with effect from March 31, 2011
4.d Proposal to appoint Mr J.P. Tai as a member Mgmt For For
of the Supervisory Board of the Company with
effect from March 31, 2011
5 Proposal to re-appoint KPMG Accountants N.V. Mgmt For For
as external auditor of the Company
6.a Proposal to authorize the Board of Management Mgmt For For
for a period of 18 months, per March 31, 2011,
as the body which is authorized, with the approval
of the Supervisory Board, to issue shares or
grant rights to acquire shares within the limits
laid down in the Articles of Association of
the Company. The authorization referred to
will be limited to a maximum of 10% of the
number of issued shares per March 31, 2011,
plus 10% of the issued capital per that same
date in connection with or on the occasion
of mergers and acquisitions
6.b Proposal to authorize the Board of Management Mgmt For For
for a period of 18 months, per March 31, 2011,
as the body which is authorized, with the approval
of the Supervisory Board, to restrict or exclude
the pre-emption rights accruing to Shareholders
7 Proposal to authorize the Board of Management Mgmt For For
for a period of 18 months, per March 31, 2011,
within the limits of the law and the Articles
of Association, to acquire, with the approval
of the Supervisory Board, for valuable consideration,
on the stock exchange or otherwise, shares
in the Company at a price between, on the one
hand, an amount equal to the par value of the
shares and, on the other hand, an amount equal
to 110% of the market price of these shares
on the Official Segment of Euronext Amsterdam;
the market price being the average of the highest
price on each of the five days of trading prior
to the date of acquisition, as shown in the
Official Price List of Euronext Amsterdam.
The maximum number of shares the Company may
hold, will not exceed 10% of the issued share
capital per March 31, 2011, which number may
be increased by 10% of the issued capital as
of that same date in connection with the execution
of share repurchase programs for capital reduction
purposes
8 Any other business Non-Voting No vote
--------------------------------------------------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------------------------------------------------
PRUDENTIAL PLC, LONDON Agenda Number: 702930719
--------------------------------------------------------------------------------------------------------------------------
Security: G72899100
Meeting Type: AGM
Meeting Date: 19-May-2011
Ticker:
ISIN: GB0007099541
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive the Directors' Report and the Financial Mgmt For For
Statements
2 To approve the Directors' remuneration Report Mgmt For For
3 To declare a final dividend Mgmt For For
4 To elect Sir Howard Davies as a director Mgmt For For
5 To elect Mr John Foley as a director Mgmt For For
6 To elect Mr Paul Manduca as a director Mgmt For For
7 To elect Mr Michael Wells as a director Mgmt For For
8 To re-elect Mr Keki Dadiseth as a director Mgmt For For
9 To re-elect Mr Robert Devey as a director Mgmt For For
10 To re-elect Mr Michael Garrett as a director Mgmt For For
11 To re-elect Ms Ann Godbehere as a director Mgmt For For
12 To re-elect Mrs Bridget Macaskill as a director Mgmt For For
13 To re-elect Mr Harvey McGrath as a director Mgmt For For
14 To re-elect Mr Michael McLintock as a director Mgmt For For
15 To re-elect Mr Nicolaos Nicandrou as a director Mgmt For For
16 To re-elect Ms Kathleen O'Donovan as a director Mgmt For For
17 To re-elect Mr Barry Stowe as a director Mgmt For For
18 To re-elect Mr Tidjane Thiam as a director Mgmt For For
19 To re-elect Lord Turnbull as a director Mgmt For For
20 To re-appoint KPMG Audit Plc as auditor Mgmt For For
21 To authorise the directors to determine the Mgmt For For
amount of the auditor's remuneration
22 Renewal of authority to make political donations Mgmt For For
23 Renewal of authority to allot ordinary shares Mgmt For For
24 Extension of authority to allot ordinary shares Mgmt For For
to include re-purchased shares
25 Renewal of authority for disapplication of pre-emption Mgmt For For
rights
26 Renewal of authority for purchase of own shares Mgmt For For
27 Renewal of authority in respect of notice for Mgmt For For
general meetings
28 To authorise the change in the rules of the Mgmt For For
Prudential International Savings Related Share
Option Scheme
29 To authorise the change in the rules of the Mgmt For For
Prudential International Assurance Sharesave
Plan
--------------------------------------------------------------------------------------------------------------------------
QUALCOMM, INCORPORATED Agenda Number: 933365947
--------------------------------------------------------------------------------------------------------------------------
Security: 747525103
Meeting Type: Annual
Meeting Date: 08-Mar-2011
Ticker: QCOM
ISIN: US7475251036
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
BARBARA T. ALEXANDER Mgmt For For
STEPHEN M. BENNETT Mgmt For For
DONALD G. CRUICKSHANK Mgmt For For
RAYMOND V. DITTAMORE Mgmt For For
THOMAS W. HORTON Mgmt For For
IRWIN MARK JACOBS Mgmt For For
PAUL E. JACOBS Mgmt For For
ROBERT E. KAHN Mgmt For For
SHERRY LANSING Mgmt For For
DUANE A. NELLES Mgmt For For
FRANCISCO ROS Mgmt For For
BRENT SCOWCROFT Mgmt For For
MARC I. STERN Mgmt For For
02 TO APPROVE THE 2006 LONG-TERM INCENTIVE PLAN, Mgmt For For
AS AMENDED, WHICH INCLUDES AN INCREASE IN THE
SHARE RESERVE BY 65,000,000 SHARES.
03 TO APPROVE AN AMENDMENT TO THE 2001 EMPLOYEE Mgmt For For
STOCK PURCHASE PLAN TO INCREASE THE SHARE RESERVE
BY 22,000,000 SHARES.
04 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR
OUR FISCAL YEAR ENDING SEPTEMBER 25, 2011.
05 TO HOLD AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
06 TO HOLD AN ADVISORY VOTE ON THE FREQUENCY OF Mgmt 1 Year Against
FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.
07 TO ACT ON A STOCKHOLDER PROPOSAL, IF PROPERLY Shr Against For
PRESENTED AT THE ANNUAL MEETING.
--------------------------------------------------------------------------------------------------------------------------
RECKITT BENCKISER GROUP PLC Agenda Number: 702886144
--------------------------------------------------------------------------------------------------------------------------
Security: G74079107
Meeting Type: AGM
Meeting Date: 05-May-2011
Ticker:
ISIN: GB00B24CGK77
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive the 2010 report and financial statements Mgmt For For
2 To approve the Directors' remuneration report Mgmt Abstain Against
3 To declare a final dividend Mgmt For For
4 To re-elect Adrian Bellamy Mgmt For For
5 To re-elect Peter Harf Mgmt Abstain Against
6 To re-elect Bart Becht Mgmt For For
7 To re-elect Graham Mackay Mgmt For For
8 To elect Liz Doherty Mgmt For For
9 To re-appoint PricewaterhouseCoopers LLP as Mgmt For For
auditors
10 To authorise the Directors to determine the Mgmt For For
auditors' remuneration
11 To renew the Directors' authority to allot shares Mgmt For For
12 To renew the Directors' power to disapply pre-emption Mgmt For For
rights
13 To renew the Company's authority to purchase Mgmt For For
its own shares
14 To approve the calling of General Meetings on Mgmt For For
14 clear days' notice
15 To approve changes to the rules of the Company's Mgmt For For
Share Plans
--------------------------------------------------------------------------------------------------------------------------
ROYAL BK SCOTLAND GROUP PLC Agenda Number: 702850276
--------------------------------------------------------------------------------------------------------------------------
Security: G76891111
Meeting Type: AGM
Meeting Date: 19-Apr-2011
Ticker:
ISIN: GB0007547838
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 To receive and approve the Report and Accounts Mgmt For For
2 To approve the Remuneration Report Mgmt For For
3 To re-elect Colin Buchan as a director Mgmt For For
4 To re-elect Sandy Crombie as a director Mgmt For For
5 To re-elect Philip Hampton as a director Mgmt For For
6 To re-elect Stephen Hester as a director Mgmt For For
7 To re-elect Penny Hughes as a director Mgmt For For
8 To re-elect John McFarlane as a director Mgmt For For
9 To re-elect Joe MacHale as a director Mgmt For For
10 To re-elect Brendan Nelson as a director Mgmt For For
11 To re-elect Art Ryan as a director Mgmt For For
12 To re-elect Bruce Van Saun as a director Mgmt For For
13 To re-elect Philip Scott as a director Mgmt For For
14 To re-appoint Deloitte LLP as auditors Mgmt For For
15 To authorise the Audit Committee to fix the Mgmt For For
remuneration of the auditors
16 To renew the directors' authority to allot securities Mgmt For For
17 To renew the directors' authority to allot shares Mgmt For For
on a non-pre-emptive basis
18 To amend the articles of association to facilitate Mgmt For For
raising of regulatory capital
19 To authorise the allotment of preference shares Mgmt For For
20 To permit the holding of General Meetings at Mgmt For For
14 days' notice
21 To authorise political donations and expenditure Mgmt For For
22 To agree amendments to the RBS 2010 Deferral Mgmt For For
Plan
--------------------------------------------------------------------------------------------------------------------------
ROYAL DUTCH SHELL PLC Agenda Number: 702962297
--------------------------------------------------------------------------------------------------------------------------
Security: G7690A118
Meeting Type: AGM
Meeting Date: 17-May-2011
Ticker:
ISIN: GB00B03MM408
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 That the Company's annual accounts for the financial Mgmt For For
year ended December 31, 2010, together with
the Directors' report and the Auditor's report
on those accounts, be received
2 That the Remuneration Report for the year ended Mgmt For For
December 31, 2010, set out in the Annual Report
and Accounts 2010 and summarised in the Annual
Review and Summary Financial Statements 2010,
be approved
3 That Linda G. Stuntz be appointed as a Director Mgmt For For
of the Company with effect from June 1,2011
4 That Josef Ackermann be re-appointed as a Director Mgmt For For
of the Company
5 That Malcolm Brinded be re-appointed as a Director Mgmt For For
of the Company
6 That Guy Elliott be re-appointed as a Director Mgmt For For
of the Company
7 That Simon Henry be re-appointed as a Director Mgmt For For
of the Company
8 That Charles O. Holliday be re-appointed as Mgmt For For
a Director of the Company
9 That Lord Kerr of Kinlochard be re-appointed Mgmt For For
as a Director of the Company
10 That Gerard Kleisterlee be re-appointed as a Mgmt For For
Director of the Company
11 That Christine Morin-Postel be re-appointed Mgmt For For
as a Director of the Company
12 That Jorma Ollila be re-appointed as a Director Mgmt For For
of the Company
13 That Jeroen van der Veer be re-appointed as Mgmt For For
a Director of the Company
14 That Peter Voser be re-appointed as a Director Mgmt For For
of the Company
15 That Hans Wijers be re-appointed as a Director Mgmt For For
of the Company
16 That PricewaterhouseCoopers LLP be re-appointed Mgmt For For
as Auditors of the Company
17 That the Board be authorised to settle the remuneration Mgmt For For
of the Auditors for 2011
18 That the Board be generally and unconditionally Mgmt For For
authorised, in substitution for all subsisting
authorities, to allot shares in the Company,
to grant rights to subscribe for or convert
any security into shares in the Company,
in either case up to a nominal amount of EUR146
million, and to list such shares or rights
on any stock exchange, such authorities to
apply until the end of next year's AGM (or,
if earlier, until the close of business on
August 17, 201 2) (unless previously revoked
or varied by the Company in general meeting)
but, in each case, during this period the Company
may make offers and enter into agreements
which would, or might, require shares to be
allotted or rights to subscribe for
or convert securities into shares to be granted
after the authority ends and the Board may
allot shares or grant CONTD
CONT CONTD rights to subscribe for or convert securities Non-Voting No vote
into shares under any such offer or agreement
as if the authority had not ended
19 That if Resolution 18 is passed, the Board be Mgmt For For
given power to allot equity securities
(as defined in the Companies Act 2006) for
cash under the authority given by
that resolution and/or to sell ordinary shares
held by the Company as treasury shares for
cash as if Section 561 of the Companies Act
2006 did not apply to any such allotment
or sale, such power to be limited: (A) to
the allotment of equity securities and sale
of treasury shares for cash in connection
with an offer of, or invitation to apply for,
equity securities: (i) to ordinary shareholders
in proportion (as nearly as may be practicable)
to their existing holdings; and to (ii) 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 CONTD
CONT CONTD make any arrangements which it considers Non-Voting No vote
necessary or appropriate to deal with treasury
shares, fractional entitlements, record dates,
or legal or practical problems arising in any
overseas territory, the requirements of any
regulatory body or stock exchange or any other
matter whatsoever; and (B) in the case of
the authority granted under Resolution 18 and/or
in the case of any sale of treasury shares
for cash, to the allotment (otherwise than
under paragraph (A) above) of equity securities
or sale of treasury shares up to a nominal
amount of EUR 21 million, such power to apply
until the end of next year's AGM (or, if
earlier, until the close of business on August
17, 2012) but, in each case, during this
period the Company may make offers and enter
into agreements which would, or might, require
equity securities CONTD
CONT CONTD to be allotted (and treasury shares to Non-Voting No vote
be sold) after the power ends, and the Board
may allot equity securities (and sell treasury
shares) under any such offer or agreement
as if the power had not ended
20 That the Company be authorised for the purposes Mgmt For For
of Section 701 of the Companies Act
2006 to make one or more market purchases (as
defined in Section 693(4) of the Companies
Act 2006) of its ordinary shares of EUR 0.07
each ("Ordinary Shares"), such power to be
limited: (A) to a maximum number of 625 million
Ordinary Shares; (B) by the condition that
the minimum price which may be paid for an
Ordinary Share is EUR0.07 and the maximum price
which may be paid for an Ordinary Share
is the higher of (i) an amount equal to 5%
above the average market value of an Ordinary
Share for the five business days immediately
preceding the day on which that Ordinary Share
is contracted to be purchased; (ii) and the
higher of the price of the last independent
trade and the highest current independent bid
on the trading venues where the purchase
CONTD
CONT CONTD is carried out, in each case, exclusive Non-Voting No vote
of expenses; such power to apply until
the end of next year's Annual General Meeting
(or, if earlier, August 17, 2012) but in
each case so that the Company may enter into
a contract to purchase Ordinary Shares
which will or may be completed or executed
wholly or partly after the power ends and the
Company may purchase Ordinary Shares pursuant
to any such contract as if the power had not
ended
21 That, in accordance with Section 366 of the Mgmt For For
Companies Act 2006 and in substitution
for any previous authorities given to the Company
(and its subsidiaries), the Company (and
all companies that are subsidiaries of the
Company at any time during the period for
which this resolution has effect) be authorised
to: (A) make political donations to political
organisations other than political parties
not exceeding EUR200,000 in total per annum;
and (B) incur political expenditure not exceeding
EUR200,000 in total per annum, during the
period beginning with the date of the passing
of this resolution and ending on June 30,
2012 or, if earlier, at the conclusion of the
next Annual General Meeting of the Company.
In this resolution, the terms "political
donation", "political parties", CONTD
CONT CONTD "political organisation" and "political Non-Voting No vote
expenditure" have the meanings given to them
by Sections 363 to 365 of the Companies Act
2006
--------------------------------------------------------------------------------------------------------------------------
ROYAL KPN NV Agenda Number: 702811882
--------------------------------------------------------------------------------------------------------------------------
Security: N4297B146
Meeting Type: AGM
Meeting Date: 06-Apr-2011
Ticker:
ISIN: NL0000009082
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT BLOCKING WILL NOT APPLY WHEN Non-Voting No vote
THERE IS A RECORD DATE ASSOCIATED
WITH THIS MEETING. THANK YOU
1 Opening and announcements Non-Voting No vote
2 Report by the Board of Management for the financial Non-Voting No vote
year 2010
3 Proposal to adopt the financial statements for Mgmt For For
the financial year 2010
4 Explanation of the financial and dividend policy Non-Voting No vote
5 Proposal to adopt a dividend over the financial Mgmt For For
year 2010
6 Proposal to discharge the members of the Board Mgmt For For
of Management from liability
7 Proposal to discharge the members of the Supervisory Mgmt For For
Board from liability
8 Proposal to appoint the auditor Mgmt For For
9 Proposal to amend the remuneration policy for Mgmt For For
the Board of Management
10 Proposal to amend the remuneration of the Supervisory Mgmt For For
Board
11 Opportunity to make recommendations for the Non-Voting No vote
appointment of a member of the Supervisory
Board
12 Proposal to appoint Mr J.B.M. Streppel as member Mgmt For For
of the Supervisory Board
13 Proposal to appoint Mr M. Bischoff as member Mgmt For For
of the Supervisory Board
14 Proposal to appoint Ms C.M. Hooymans as member Mgmt For For
of the Supervisory Board
15 Information on the composition of the Supervisory Non-Voting No vote
Board going forward
16 Proposal to authorize the Board of Management Mgmt For For
to resolve that the company may acquire its
own shares
17 Proposal to reduce the capital through cancellation Mgmt For For
of own shares
18 Any other business and closure of the meeting Non-Voting No vote
--------------------------------------------------------------------------------------------------------------------------
SALESFORCE.COM, INC. Agenda Number: 933455265
--------------------------------------------------------------------------------------------------------------------------
Security: 79466L302
Meeting Type: Annual
Meeting Date: 09-Jun-2011
Ticker: CRM
ISIN: US79466L3024
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: MARC BENIOFF Mgmt For For
1B ELECTION OF DIRECTOR: CRAIG CONWAY Mgmt For For
1C ELECTION OF DIRECTOR: ALAN HASSENFELD Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING ON JANUARY 31, 2012.
03 ADVISORY VOTE TO APPROVE THE RESOLUTION ON THE Mgmt For For
COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.
04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year For
VOTES TO APPROVE A RESOLUTION ON THE COMPENSATION
OF THE NAMED EXECUTIVE OFFICERS.
05 STOCKHOLDER PROPOSAL TO REPEAL CLASSIFIED BOARD. Shr For Against
--------------------------------------------------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------------------------------------------------
SAP AG, WALLDORF/BADEN Agenda Number: 702969140
--------------------------------------------------------------------------------------------------------------------------
Security: D66992104
Meeting Type: AGM
Meeting Date: 25-May-2011
Ticker:
ISIN: DE0007164600
--------------------------------------------------------------------------------------------------------------------------
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 THE TRUE RECORD DATE FOR THIS Non-Voting No vote
MEETING IS 04 MAY 2011, WHEREAS THE MEETING
HAS BEEN SETUP USING THE ACTUAL RECORD DATE
- 1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT
ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH
THE GERMAN LAW. THANK YOU.
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 adopted annual financial Non-Voting No vote
statements and the approved group financial
statements, the combined management report
and group management report of SAP AG, including
the Executive Board's explanatory notes relating
to the information provided pursuant to Sections
289 (4) and (5) and 315 (4) of the German Commercial
Code (HGB), and the Supervisory Board's report,
each for fiscal year 2010
2. Resolution on the appropriation of the retained Mgmt For For
earnings of fiscal year 2010
3. Resolution on the formal approval of the acts Mgmt For For
of the Executive Board in fiscal year 2010
4. Resolution on the formal approval of the acts Mgmt For For
of the Supervisory Board in fiscal year 2010
5. Appointment of the auditors of the financial Mgmt For For
statements and group financial statements for
fiscal year 2011
6. Resolution on the amendment to Section 4 of Mgmt For For
the Articles of Incorporation to reflect changes
in the capital structure since the Articles
of Incorporation were last amended as well
as on the cancellation of Contingent Capital
VI and the corresponding amendment to Section
4 of the Articles of Incorporation
7. Resolution on the authorization of the Executive Mgmt For For
Board to issue convertible and/or warrant-linked
bonds, the option to exclude shareholders'
subscription rights, the cancellation of Contingent
Capital IV and Contingent Capital IVa, the
creation of new Contingent Capital IV and the
corresponding amendment to Section 4 of the
Articles of Incorporation
8. Resolution on the approval of a Control and Mgmt For For
Profit Transfer Agreement between SAP AG and
a subsidiary
--------------------------------------------------------------------------------------------------------------------------
SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.) Agenda Number: 933377106
--------------------------------------------------------------------------------------------------------------------------
Security: 806857108
Meeting Type: Annual
Meeting Date: 06-Apr-2011
Ticker: SLB
ISIN: AN8068571086
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: P. CAMUS Mgmt For For
1B ELECTION OF DIRECTOR: P. CURRIE Mgmt For For
1C ELECTION OF DIRECTOR: A. GOULD Mgmt For For
1D ELECTION OF DIRECTOR: T. ISAAC Mgmt For For
1E ELECTION OF DIRECTOR: K.V. KAMATH Mgmt For For
1F ELECTION OF DIRECTOR: N. KUDRYAVTSEV Mgmt For For
1G ELECTION OF DIRECTOR: A. LAJOUS Mgmt For For
1H ELECTION OF DIRECTOR: M.E. MARKS Mgmt For For
1I ELECTION OF DIRECTOR: E. MOLER Mgmt For For
1J ELECTION OF DIRECTOR: L.R. REIF Mgmt For For
1K ELECTION OF DIRECTOR: T.I. SANDVOLD Mgmt For For
1L ELECTION OF DIRECTOR: H. SEYDOUX Mgmt For For
1M ELECTION OF DIRECTOR: P. KIBSGAARD Mgmt For For
1N ELECTION OF DIRECTOR: L.S. OLAYAN Mgmt For For
02 TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE Mgmt For For
COMPENSATION.
03 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year Against
VOTES ON EXECUTIVE COMPENSATION.
04 TO APPROVE THE AMENDMENT TO THE COMPANY'S ARTICLES Mgmt For For
OF INCORPORATION TO INCREASE THE AUTHORIZED
COMMON SHARE CAPITAL.
05 TO APPROVE THE AMENDMENTS TO THE COMPANY'S ARTICLES Mgmt For For
OF INCORPORATION TO CLARIFY THE VOTING STANDARD
IN CONTESTED DIRECTOR ELECTIONS AND TO MAKE
CERTAIN OTHER CHANGES.
06 TO APPROVE THE COMPANY'S FINANCIAL STATEMENTS Mgmt For For
AND DECLARATION OF DIVIDENDS.
07 TO APPROVE THE APPOINTMENT OF THE INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM.
--------------------------------------------------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------------------------------------------------
SILVER WHEATON CORP. Agenda Number: 933413368
--------------------------------------------------------------------------------------------------------------------------
Security: 828336107
Meeting Type: Annual
Meeting Date: 20-May-2011
Ticker: SLW
ISIN: CA8283361076
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A DIRECTOR
PETER D. BARNES Mgmt For For
LAWRENCE I. BELL Mgmt For For
GEORGE L. BRACK Mgmt For For
JOHN A. BROUGH Mgmt For For
R. PETER GILLIN Mgmt For For
DOUGLAS M. HOLTBY Mgmt For For
EDUARDO LUNA Mgmt For For
WADE D. NESMITH Mgmt For For
B IN RESPECT OF THE APPOINTMENT OF DELOITTE & Mgmt For For
TOUCHE LLP, CHARTERED ACCOUNTANTS, AS AUDITORS
OF THE COMPANY AND AUTHORIZING THE DIRECTORS
TO FIX THEIR REMUNERATION.
--------------------------------------------------------------------------------------------------------------------------
SOUTHWESTERN ENERGY COMPANY Agenda Number: 933406793
--------------------------------------------------------------------------------------------------------------------------
Security: 845467109
Meeting Type: Annual
Meeting Date: 17-May-2011
Ticker: SWN
ISIN: US8454671095
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: LEWIS E. EPLEY, JR. Mgmt For For
1B ELECTION OF DIRECTOR: ROBERT L. HOWARD Mgmt For For
1C ELECTION OF DIRECTOR: GREG D. KERLEY Mgmt For For
1D ELECTION OF DIRECTOR: HAROLD M. KORELL Mgmt For For
1E ELECTION OF DIRECTOR: VELLO A. KUUSKRAA Mgmt For For
1F ELECTION OF DIRECTOR: KENNETH R. MOURTON Mgmt For For
1G ELECTION OF DIRECTOR: STEVEN L. MUELLER Mgmt For For
1H ELECTION OF DIRECTOR: CHARLES E. SCHARLAU Mgmt For For
1I ELECTION OF DIRECTOR: ALAN H. STEVENS Mgmt For For
02 THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERSMgmt For For
LLP TO SERVE AS THE COMPANYS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2011.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
04 ADVISORY VOTE ON FREQUENCY OF SAY-ON-PAY VOTES. Mgmt 1 Year For
05 AMENDMENT OF THE COMPANY'S BY-LAWS TO REDUCE Mgmt Against Against
THE OWNERSHIP THRE- SHOLD FOR STOCKHOLDERS
TO CALL SPECIAL MEETING OF STOCKHOLDERS.
06 STOCKHOLDER PROPOSAL FOR A POLITICAL CONTRIBUTIONS Shr Against For
AND EXPENDITURES REPORT.
--------------------------------------------------------------------------------------------------------------------------
ST. JUDE MEDICAL, INC. Agenda Number: 933398679
--------------------------------------------------------------------------------------------------------------------------
Security: 790849103
Meeting Type: Annual
Meeting Date: 12-May-2011
Ticker: STJ
ISIN: US7908491035
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: RICHARD R. DEVENUTI Mgmt For For
1B ELECTION OF DIRECTOR: THOMAS H. GARRETT III Mgmt For For
1C ELECTION OF DIRECTOR: WENDY L. YARNO Mgmt For For
02 ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE Mgmt For For
OFFICERS.
03 ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY Mgmt 1 Year
VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS.
04 TO APPROVE AMENDMENTS TO THE ST. JUDE MEDICAL, Mgmt For For
INC. 2007 STOCK INCENTIVE PLAN.
05 TO CONSIDER AND ACT UPON A SHAREHOLDER PROPOSAL Shr For
REGARDING THE DECLASSIFICATION OF OUR BOARD
OF DIRECTORS.
06 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2011.
--------------------------------------------------------------------------------------------------------------------------
STATE STREET CORPORATION Agenda Number: 933410108
--------------------------------------------------------------------------------------------------------------------------
Security: 857477103
Meeting Type: Annual
Meeting Date: 18-May-2011
Ticker: STT
ISIN: US8574771031
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: K. BURNES Mgmt For For
1B ELECTION OF DIRECTOR: P. COYM Mgmt For For
1C ELECTION OF DIRECTOR: P. DE SAINT-AIGNAN Mgmt For For
1D ELECTION OF DIRECTOR: A. FAWCETT Mgmt For For
1E ELECTION OF DIRECTOR: D. GRUBER Mgmt For For
1F ELECTION OF DIRECTOR: L. HILL Mgmt For For
1G ELECTION OF DIRECTOR: J. HOOLEY Mgmt For For
1H ELECTION OF DIRECTOR: R. KAPLAN Mgmt For For
1I ELECTION OF DIRECTOR: C. LAMANTIA Mgmt For For
1J ELECTION OF DIRECTOR: R. SERGEL Mgmt For For
1K ELECTION OF DIRECTOR: R. SKATES Mgmt For For
1L ELECTION OF DIRECTOR: G. SUMME Mgmt For For
1M ELECTION OF DIRECTOR: R. WEISSMAN Mgmt For For
02 TO APPROVE AN ADVISORY PROPOSAL ON EXECUTIVE Mgmt For For
COMPENSATION
03 TO APPROVE AN ADVISORY PROPOSAL ON THE FREQUENCY Mgmt 1 Year For
OF FUTURE ADVISORY PROPOSALS ON EXECUTIVE COMPENSATION
04 TO APPROVE THE 2011 SENIOR EXECUTIVE ANNUAL Mgmt For For
INCENTIVE PLAN
05 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Mgmt For For
AS STATE STREET'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER
31, 2011
06 TO ACT ON A SHAREHOLDER PROPOSAL RELATING TO Shr Against For
DISCLOSURE OF CERTAIN POLITICAL CONTRIBUTIONS
--------------------------------------------------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------------------------------------------------
TARGET CORPORATION Agenda Number: 933437837
--------------------------------------------------------------------------------------------------------------------------
Security: 87612E106
Meeting Type: Annual
Meeting Date: 08-Jun-2011
Ticker: TGT
ISIN: US87612E1064
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: ROXANNE S. AUSTIN Mgmt For For
1B ELECTION OF DIRECTOR: CALVIN DARDEN Mgmt For For
1C ELECTION OF DIRECTOR: MARY N. DILLON Mgmt For For
1D ELECTION OF DIRECTOR: JAMES A. JOHNSON Mgmt For For
1E ELECTION OF DIRECTOR: MARY E. MINNICK Mgmt For For
1F ELECTION OF DIRECTOR: ANNE M. MULCAHY Mgmt For For
1G ELECTION OF DIRECTOR: DERICA W. RICE Mgmt For For
1H ELECTION OF DIRECTOR: STEPHEN W. SANGER Mgmt For For
1I ELECTION OF DIRECTOR: GREGG W. STEINHAFEL Mgmt For For
1J ELECTION OF DIRECTOR: JOHN G. STUMPF Mgmt For For
1K ELECTION OF DIRECTOR: SOLOMON D. TRUJILLO Mgmt For For
02 COMPANY PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS.
03 COMPANY PROPOSAL TO APPROVE THE TARGET CORPORATION Mgmt For For
2011 LONG-TERM INCENTIVE PLAN.
04 COMPANY PROPOSAL TO CAST A NON-BINDING ADVISORY Mgmt For For
VOTE ON EXECUTIVE COMPENSATION ("SAY-ON-PAY").
05 COMPANY PROPOSAL TO CAST A NON-BINDING ADVISORY Mgmt 1 Year For
VOTE ON THE FREQUENCY OF SAY-ON-PAY VOTES.
06 SHAREHOLDER PROPOSAL ON COMPENSATION BENCHMARKING. Shr For Against
07 SHAREHOLDER PROPOSAL ON ELECTRONICS RECYCLING. Shr Against For
--------------------------------------------------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------------------------------------------------
TESCO PLC, CHESHUNT Agenda Number: 702506607
--------------------------------------------------------------------------------------------------------------------------
Security: G87621101
Meeting Type: AGM
Meeting Date: 02-Jul-2010
Ticker:
ISIN: GB0008847096
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the accounts and reports of the Directors Mgmt For For
and the Auditors for the FYE 27 FEB 2010
2 Approve the Directors' remuneration report for Mgmt Against Against
the FYE 27 FEB 2010
3 Declare the final dividend of 9.16 pence per Mgmt For For
share recommended by the Directors
4 Re-elect Ken Hydon as a Director Mgmt For For
5 Re-elect Tim Mason as a Director Mgmt For For
6 Re-elect Lucy Neville-Rolfe, CMG as a Director Mgmt For For
7 Re-elect David Potts as a Director Mgmt For For
8 Re-elect David Reid as a Director Mgmt For For
9 Re-appoint PricewaterhouseCoopers LLP as the Mgmt For For
Auditors of the Company, to hold office until
the conclusion of the next general meeting
at which accounts are laid before the Company
10 Approve the remuneration of PricewaterhouseCoopers Mgmt For For
LLP be determined by the Directors
11 Authorize the Directors, in place of the equivalent Mgmt For For
authority given to the Directors at the
last AGM (but without prejudice to the continuing
authority of the Directors to allot relevant
securities pursuant to an offer or
agreement made by the Company before the expiry
of the authority pursuant to which such offer
or agreement was made), in accordance with
Section 551 of the Companies Act 2006 (the
Act) to allot: (i) shares in the Company or
grant rights to subscribe for or to convert
any securities into shares in the Company
up to a maximum aggregate nominal amount of
GBP 133,688,202; CONTD..
CONT ..CONTD and in addition (ii) equity securities Non-Voting No vote
of the Company (within the meaning of Section
560 of the Act) in connection with an offer
of such securities by way of a rights
issue up to an aggregate nominal amount of
GBP 133,688,202, Authority shall expire on
the date of the next AGM of the Company
after the passing of this resolution ; and
the Board may allot equity securities in pursuance
of such an offer or agreement as if the authority
conferred had not expired
S.12 Authorize the Directors, subject to and conditional Mgmt For For
on the passing of Resolution 11, pursuant
to Section 570 of the Act to allot equity securities
(within the meaning of Section 560 of the
Act) for cash pursuant to the authority
given by Resolution 11 as if sub-Section 1
of Section 561 of the Act did not apply
to any such allotment provided that this power
shall be limited: (i) to the allotment
of equity securities in connection with an
offer of such securities by way of a rights
issue (as defined in Resolution 11; and (ii)
to the allotment (otherwise than pursuant to
sub-Paragraph (i) above) of equity securities
up to an aggregate nominal value of GBP
20,053,230; CONTD..
CONT ..CONTD Authority shall expire on the date Non-Voting No vote
of the next AGM of the Company after the
passing of this resolution and the Board may
allot equity securities in pursuance
of such an offer or agreement as if the power
conferred hereby had not expired
S.13 Authorize the Company, to make market purchases Mgmt For For
(within the meaning of Section 693(4)
of the Act) of Ordinary Shares of 5p each in
the capital of the Company ("Shares") on
such terms as the Directors think fit, and
where such Shares are held as treasury shares,
the Company may use them for the purposes
set out in Section 727 of the Act, including
for the purpose of its Employee Share Schemes,
provided that: a) the maximum number of Shares
which may be purchased is 802,129,223 Shares;
b) the minimum price, exclusive of any expenses,
which may be paid for each Share is 5p; c)
the maximum price, exclusive of any expenses,
which may be paid for each Share is an amount
equal to the higher of: (i) 105% of the
average of the middle market quotations
of a Share as derived from the London Stock
Exchange CONTD
CONT CONTD Daily Official List for the five business Non-Voting No vote
days immediately preceding the day on which
the share is contracted to be purchased; and
(ii) the amount stipulated by Article 5(1)
of the Buy-back and Stabilization Regulation
2003; Authority will expire at the close of
the next AGM of the Company (except in relation
to the purchase of Shares, the contract for
which was concluded before the expiry
of this authority and which will or may be
executed wholly or partly after such expiry)
; the Company may make a contract to purchase
Shares under this authority before the expiry
of the authority which will or may be executed
wholly or partly after the expiry of the authority,
and may make a purchase of Shares in pursuance
of any such contract
14 Authorize, in accordance with Section 366 of Mgmt For For
the Act, the Company and all Companies
that are its subsidiaries at any time during
the period for which this resolution has
effect to: (a) make donations to political
parties and/or independent election candidates;
(b) make political donations to political
organizations, other than political parties;
(c) incur political expenditure, during the
period beginning with the date of the passing
of this resolution and ending on the date
of the Company's next AGM, such that the aggregate
of all expenditure under paragraphs (a), (b)
and (c) shall not exceed GBP 100,000
in total
15 Authorize the Directors: (a) to renew and continue Mgmt For For
The Tesco PLC Share Incentive Plan (formerly
the Tesco All Employee Share Ownership Plan)
(SIP) as summarized in Appendix 1 to this
document and to do all acts and things necessary
to carry this into effect; and (b) to adopt
similar plans for overseas employees
subject to such modifications as may be necessary
or desirable to take account of overseas
tax, exchange controls or securities laws
provided that any Ordinary Shares made available
under such further plans are treated as
counting against any limits on individual or
overall participation in the SIP
S.16 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 Act, are
treated as provisions of the Company's Articles
of Association; and (ii) the Articles of Association
produced to the meeting and signed 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 exclusion of the existing Articles of Association
S.17 Approve a general meeting other than an AGM Mgmt For For
may be called on not less than 14 clear days'
notice
--------------------------------------------------------------------------------------------------------------------------
THE COCA-COLA COMPANY Agenda Number: 933380418
--------------------------------------------------------------------------------------------------------------------------
Security: 191216100
Meeting Type: Annual
Meeting Date: 27-Apr-2011
Ticker: KO
ISIN: US1912161007
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: HERBERT A. ALLEN Mgmt For For
1B ELECTION OF DIRECTOR: RONALD W. ALLEN Mgmt For For
1C ELECTION OF DIRECTOR: HOWARD G. BUFFETT Mgmt For For
1D ELECTION OF DIRECTOR: BARRY DILLER Mgmt For For
1E ELECTION OF DIRECTOR: EVAN G. GREENBERG Mgmt For For
1F ELECTION OF DIRECTOR: ALEXIS M. HERMAN Mgmt For For
1G ELECTION OF DIRECTOR: MUHTAR KENT Mgmt For For
1H ELECTION OF DIRECTOR: DONALD R. KEOUGH Mgmt For For
1I ELECTION OF DIRECTOR: MARIA ELENA LAGOMASINO Mgmt For For
1J ELECTION OF DIRECTOR: DONALD F. MCHENRY Mgmt For For
1K ELECTION OF DIRECTOR: SAM NUNN Mgmt For For
1L ELECTION OF DIRECTOR: JAMES D. ROBINSON III Mgmt For For
1M ELECTION OF DIRECTOR: PETER V. UEBERROTH Mgmt For For
1N ELECTION OF DIRECTOR: JACOB WALLENBERG Mgmt For For
1O ELECTION OF DIRECTOR: JAMES B. WILLIAMS Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS INDEPENDENT AUDITORS
03 APPROVAL OF THE PERFORMANCE MEASURES AVAILABLE Mgmt For For
UNDER THE PERFORMANCE INCENTIVE PLAN OF THE
COCA-COLA COMPANY TO PRESERVE THE TAX DEDUCTIBILITY
OF THE AWARDS
04 APPROVAL OF THE PERFORMANCE MEASURES AVAILABLE Mgmt For For
UNDER THE COCA-COLA COMPANY 1989 RESTRICTED
STOCK AWARD PLAN TO PRESERVE THE TAX DEDUCTIBILITY
OF THE AWARDS
05 ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY Mgmt For For
ON PAY VOTE)
06 ADVISORY VOTE ON THE FREQUENCY OF HOLDING THE Mgmt 1 Year For
SAY ON PAY VOTE
07 SHAREOWNER PROPOSAL REGARDING A REPORT ON BISPHENOL-A Shr Against For
--------------------------------------------------------------------------------------------------------------------------
THE GOLDMAN SACHS GROUP, INC. Agenda Number: 933405397
--------------------------------------------------------------------------------------------------------------------------
Security: 38141G104
Meeting Type: Annual
Meeting Date: 06-May-2011
Ticker: GS
ISIN: US38141G1040
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: LLOYD C. BLANKFEIN Mgmt For For
1B ELECTION OF DIRECTOR: JOHN H. BRYAN Mgmt For For
1C ELECTION OF DIRECTOR: GARY D. COHN Mgmt For For
1D ELECTION OF DIRECTOR: CLAES DAHLBACK Mgmt For For
1E ELECTION OF DIRECTOR: STEPHEN FRIEDMAN Mgmt For For
1F ELECTION OF DIRECTOR: WILLIAM W. GEORGE Mgmt For For
1G ELECTION OF DIRECTOR: JAMES A. JOHNSON Mgmt For For
1H ELECTION OF DIRECTOR: LOIS D. JULIBER Mgmt For For
1I ELECTION OF DIRECTOR: LAKSHMI N. MITTAL Mgmt For For
1J ELECTION OF DIRECTOR: JAMES J. SCHIRO Mgmt For For
02 ADVISORY VOTE ON EXECUTIVE COMPENSATION MATTERS Mgmt Against Against
(SAY ON PAY)
03 ADVISORY VOTE ON THE FREQUENCY OF SAY ON PAY Mgmt 1 Year For
04 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR OUR 2011 FISCAL YEAR
05 SHAREHOLDER PROPOSAL REGARDING CUMULATIVE VOTING Shr Against For
06 SHAREHOLDER PROPOSAL REGARDING SPECIAL SHAREOWNER Shr For Against
MEETINGS
07 SHAREHOLDER PROPOSAL REGARDING EXECUTIVE COMPENSATION Shr For Against
AND LONG-TERM PERFORMANCE
08 SHAREHOLDER PROPOSAL REGARDING A REPORT ON SENIOR Shr Against For
EXECUTIVE COMPENSATION
09 SHAREHOLDER PROPOSAL REGARDING A REPORT ON CLIMATE Shr Against For
CHANGE RISK DISCLOSURE
10 SHAREHOLDER PROPOSAL REGARDING A REPORT ON POLITICAL Shr Against For
CONTRIBUTIONS
--------------------------------------------------------------------------------------------------------------------------
THE HOME DEPOT, INC. Agenda Number: 933427127
--------------------------------------------------------------------------------------------------------------------------
Security: 437076102
Meeting Type: Annual
Meeting Date: 02-Jun-2011
Ticker: HD
ISIN: US4370761029
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: F. DUANE ACKERMAN Mgmt For For
1B ELECTION OF DIRECTOR: FRANCIS S. BLAKE Mgmt For For
1C ELECTION OF DIRECTOR: ARI BOUSBIB Mgmt For For
1D ELECTION OF DIRECTOR: GREGORY D. BRENNEMAN Mgmt For For
1E ELECTION OF DIRECTOR: J. FRANK BROWN Mgmt For For
1F ELECTION OF DIRECTOR: ALBERT P. CAREY Mgmt For For
1G ELECTION OF DIRECTOR: ARMANDO CODINA Mgmt For For
1H ELECTION OF DIRECTOR: BONNIE G. HILL Mgmt For For
1I ELECTION OF DIRECTOR: KAREN L. KATEN Mgmt For For
1J ELECTION OF DIRECTOR: RONALD L. SARGENT Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP Mgmt For For
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 COMPANY PROPOSAL TO IMPLEMENT SHAREHOLDER ABILITY Mgmt For For
TO ACT BY WRITTEN CONSENT (APPROVAL OF AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION)
06 SHAREHOLDER PROPOSAL REGARDING CUMULATIVE VOTING Shr Against For
07 SHAREHOLDER PROPOSAL REGARDING SPECIAL SHAREHOLDER Shr For Against
MEETINGS
08 SHAREHOLDER PROPOSAL REGARDING EMPLOYMENT DIVERSITY Shr Against For
REPORT
09 SHAREHOLDER PROPOSAL REGARDING ELECTIONEERING Shr Against For
POLICIES AND CONTRIBUTIONS
--------------------------------------------------------------------------------------------------------------------------
THE PNC FINANCIAL SERVICES GROUP, INC. Agenda Number: 933382866
--------------------------------------------------------------------------------------------------------------------------
Security: 693475105
Meeting Type: Annual
Meeting Date: 26-Apr-2011
Ticker: PNC
ISIN: US6934751057
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: RICHARD O. BERNDT Mgmt For For
1B ELECTION OF DIRECTOR: CHARLES E. BUNCH Mgmt For For
1C ELECTION OF DIRECTOR: PAUL W. CHELLGREN Mgmt For For
1D ELECTION OF DIRECTOR: KAY COLES JAMES Mgmt For For
1E ELECTION OF DIRECTOR: RICHARD B. KELSON Mgmt Against Against
1F ELECTION OF DIRECTOR: BRUCE C. LINDSAY Mgmt For For
1G ELECTION OF DIRECTOR: ANTHONY A. MASSARO Mgmt For For
1H ELECTION OF DIRECTOR: JANE G. PEPPER Mgmt For For
1I ELECTION OF DIRECTOR: JAMES E. ROHR Mgmt For For
1J ELECTION OF DIRECTOR: DONALD J. SHEPARD Mgmt For For
1K ELECTION OF DIRECTOR: LORENE K. STEFFES Mgmt For For
1L ELECTION OF DIRECTOR: DENNIS F. STRIGL Mgmt For For
1M ELECTION OF DIRECTOR: THOMAS J. USHER Mgmt For For
1N ELECTION OF DIRECTOR: GEORGE H. WALLS, JR. Mgmt For For
1O ELECTION OF DIRECTOR: HELGE H. WEHMEIER Mgmt For For
02 RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION Mgmt For For
OF PRICEWATERHOUSECOOPERS LLP AS PNC'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011.
03 APPROVAL OF 2006 INCENTIVE AWARD PLAN TERMS. Mgmt For For
04 APPROVAL OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
05 RECOMMENDATION FOR THE FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year For
VOTES ON EXECUTIVE COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
THE PROCTER & GAMBLE COMPANY Agenda Number: 933321375
--------------------------------------------------------------------------------------------------------------------------
Security: 742718109
Meeting Type: Annual
Meeting Date: 12-Oct-2010
Ticker: PG
ISIN: US7427181091
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: ANGELA F. BRALY Mgmt For For
1B ELECTION OF DIRECTOR: KENNETH I. CHENAULT Mgmt For For
1C ELECTION OF DIRECTOR: SCOTT D. COOK Mgmt For For
1D ELECTION OF DIRECTOR: RAJAT K. GUPTA Mgmt For For
1E ELECTION OF DIRECTOR: ROBERT A. MCDONALD Mgmt For For
1F ELECTION OF DIRECTOR: W. JAMES MCNERNEY, JR. Mgmt For For
1G ELECTION OF DIRECTOR: JOHNATHAN A. RODGERS Mgmt For For
1H ELECTION OF DIRECTOR: MARY A. WILDEROTTER Mgmt For For
1I ELECTION OF DIRECTOR: PATRICIA A. WOERTZ Mgmt For For
1J ELECTION OF DIRECTOR: ERNESTO ZEDILLO Mgmt For For
02 RATIFY APPOINTMENT OF THE INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM
03 SHAREHOLDER PROPOSAL - CUMULATIVE VOTING Shr Against For
--------------------------------------------------------------------------------------------------------------------------
TOTAL S A Agenda Number: 702967514
--------------------------------------------------------------------------------------------------------------------------
Security: F92124100
Meeting Type: MIX
Meeting Date: 13-May-2011
Ticker:
ISIN: FR0000120271
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 789278 DUE TO ADDITION OF A RESOLUTION.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING
WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
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/2011/0225/201102251100452.pdf
AND https://balo.journal-officiel.gouv.fr/pdf/2011/0413/201104131101217.pdf
CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
O.1 Approval of the financial statements of the Mgmt For For
Company
O.2 Approval of the consolidated financial statements Mgmt For For
O.3 Allocation of income and setting the dividend Mgmt For For
O.4 Agreements pursuant to Article L. 225-38 of Mgmt For For
the Commercial Code
O.5 Authorization to the Board of Directors to trade Mgmt For For
the Company's shares
O.6 Renewal of Mrs. Patricia Barbizet's term as Mgmt Against Against
Board member
O.7 Renewal of Mr. Paul Desmarais Jr.'s term as Mgmt Against Against
Board member
O.8 Renewal of Mr. Claude Mandil's term as Board Mgmt For For
member
O.9 Appointment of Mrs. Marie-Christine Coisne as Mgmt For For
Board member
O.10 Appointment of Mrs. Barbara Kux as Board member Mgmt For For
E.11 Authorization to award free shares of the Company Mgmt For For
to employees of the Group as well as to executive
directors of the Company or group companies
A PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: To approve amendment of article 9
of the articles of association to include a
provision concerning the publication, on the
company website, of the crossing of statutory
thresholds received by the company under this
article 9 of the company's articles of association
--------------------------------------------------------------------------------------------------------------------------
UBS AG Agenda Number: 933486816
--------------------------------------------------------------------------------------------------------------------------
Security: H89231338
Meeting Type: Annual
Meeting Date: 28-Apr-2011
Ticker: UBS
ISIN: CH0024899483
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A APPROVAL OF ANNUAL REPORT AND GROUP AND PARENT Mgmt For For
BANK ACCOUNTS
1B ADVISORY VOTE ON THE COMPENSATION REPORT 2010 Mgmt Against Against
02 APPROPRIATION OF RETAINED EARNINGS Mgmt For For
03 DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS Mgmt For For
AND THE GROUP EXECUTIVE BOARD FOR THE FINANCIAL
YEAR 2010
4AA REELECTION OF MEMBER OF THE BOARD OF DIRECTORS: Mgmt For For
KASPAR VILLIGER
4AB REELECTION OF MEMBER OF THE BOARD OF DIRECTORS: Mgmt For For
MICHEL DEMARE
4AC REELECTION OF MEMBER OF THE BOARD OF DIRECTORS: Mgmt For For
DAVID SIDWELL
4AD REELECTION OF MEMBER OF THE BOARD OF DIRECTORS: Mgmt For For
RAINER-MARC FREY
4AE REELECTION OF MEMBER OF THE BOARD OF DIRECTORS: Mgmt For For
BRUNO GEHRIG
4AF REELECTION OF MEMBER OF THE BOARD OF DIRECTORS: Mgmt For For
ANN F. GODBEHERE
4AG REELECTION OF MEMBER OF THE BOARD OF DIRECTORS: Mgmt For For
AXEL P. LEHMANN
4AH REELECTION OF MEMBER OF THE BOARD OF DIRECTORS: Mgmt For For
WOLFGANG MAYRHUBER
4AI REELECTION OF MEMBER OF THE BOARD OF DIRECTORS: Mgmt For For
HELMUT PANKE
4AJ REELECTION OF MEMBER OF THE BOARD OF DIRECTORS: Mgmt For For
WILLIAM G. PARRETT
4B ELECTION OF JOSEPH YAM TO THE BOARD OF DIRECTORS Mgmt For For
4C REELECTION OF THE AUDITORS, ERNST & YOUNG LTD., Mgmt For For
BASEL
05 IN CASE OF AD-HOC MOTIONS DURING THE ANNUAL Mgmt Abstain Against
GENERAL MEETING, I/WE AUTHORIZE MY/OUR PROXY
TO ACT
--------------------------------------------------------------------------------------------------------------------------
UNILEVER NV, ROTTERDAM Agenda Number: 702620015
--------------------------------------------------------------------------------------------------------------------------
Security: N8981F271
Meeting Type: AGM
Meeting Date: 08-Oct-2010
Ticker:
ISIN: NL0000009355
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN INFORMATION MEETING. Non-Voting No vote
SHOULD YOU WISH TO ATTEND THE MEETING PERSONALLY,
YOU MAY APPLY FOR AN ENTRANCE CARD BY CONTACTING
YOUR CLIENT REPRESENTATIVE. THANK YOU
CMMT PLEASE NOTE THAT BLOCKING WILL NOT APPLY WHEN Non-Voting No vote
THERE IS A RECORD DATE ASSOCIATED
WITH THIS MEETING. THANK YOU
1 Opening and announcements Non-Voting No vote
2 Report and annual accounts for the period 01 Non-Voting No vote
JUL 2009 - 30 JUN 2010
3 Composition board Non-Voting No vote
4 Recent legislative changes registration date Non-Voting No vote
and convocation period
5 Any other business Non-Voting No vote
6 End Non-Voting No vote
--------------------------------------------------------------------------------------------------------------------------
UNILEVER NV, ROTTERDAM Agenda Number: 702882855
--------------------------------------------------------------------------------------------------------------------------
Security: N8981F271
Meeting Type: AGM
Meeting Date: 12-May-2011
Ticker:
ISIN: NL0000009355
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT BLOCKING WILL NOT APPLY WHEN Non-Voting No vote
THERE IS A RECORD DATE ASSOCIATED WITH THIS
MEETING. THANK YOU
2 To adopt the Annual Accounts and appropriation Mgmt For For
of the profit for the 2010 financial year
3 To discharge the Executive Directors in office Mgmt For For
in the 2010 financial year for the fulfillment
of their task
4 To discharge the Non-Executive Directors in Mgmt For For
office in the 2010 financial year for the fulfillment
of their task
5 To re-appoint Mr. P G J M Polman as an Executive Mgmt For For
Director
6 To re-appoint Mr. R J-M S Huet as an Executive Mgmt For For
Director
7 To re-appoint Professor L O Fresco as a Non-Executive Mgmt For For
Director
8 To re-appoint Ms. A M Fudge as a Non-Executive Mgmt For For
Director
9 To re-appoint Mr. C E Golden as a Non-Executive Mgmt For For
Director
10 To re-appoint Dr. B E Grote as a Non-Executive Mgmt For For
Director
11 To re-appoint Ms. H Nyasulu as a Non-Executive Mgmt For For
Director
12 To re-appoint The Rt. Hon Sir Malcolm Rifkind Mgmt For For
MP as a Non-Executive Director
13 To re-appoint Mr. K J Storm as a Non-Executive Mgmt For For
Director
14 To re-appoint Mr. M Treschow as a Non-Executive Mgmt For For
Director
15 To re-appoint Mr. P S Walsh as a Non-Executive Mgmt For For
Director
16 To appoint Mr. S Bharti Mittal as a Non-Executive Mgmt For For
Director
17 To authorise the Board of Directors to purchase Mgmt For For
ordinary shares and depositary receipts thereof
in the share capital of the Company
18 To reduce the capital with respect to shares Mgmt For For
and depositary receipts thereof held by the
Company in its own share capital
19 To designate the Board of Directors as the company Mgmt For For
body authorised to issue shares in the Company
20 To appoint PricewaterhouseCoopers Accountants Mgmt For For
N.V. as auditors for the 2011 financial year
--------------------------------------------------------------------------------------------------------------------------
UNITED TECHNOLOGIES CORPORATION Agenda Number: 933375722
--------------------------------------------------------------------------------------------------------------------------
Security: 913017109
Meeting Type: Annual
Meeting Date: 13-Apr-2011
Ticker: UTX
ISIN: US9130171096
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: LOUIS R. CHENEVERT Mgmt For For
1B ELECTION OF DIRECTOR: JOHN V. FARACI Mgmt For For
1C ELECTION OF DIRECTOR: JEAN-PIERRE GARNIER Mgmt For For
1D ELECTION OF DIRECTOR: JAMIE S. GORELICK Mgmt For For
1E ELECTION OF DIRECTOR: EDWARD A. KANGAS Mgmt For For
1F ELECTION OF DIRECTOR: ELLEN J. KULLMAN Mgmt For For
1G ELECTION OF DIRECTOR: CHARLES R. LEE Mgmt For For
1H ELECTION OF DIRECTOR: RICHARD D. MCCORMICK Mgmt For For
1I ELECTION OF DIRECTOR: HAROLD MCGRAW III Mgmt For For
1J ELECTION OF DIRECTOR: RICHARD B. MYERS Mgmt For For
1K ELECTION OF DIRECTOR: H. PATRICK SWYGERT Mgmt For For
1L ELECTION OF DIRECTOR: ANDRE VILLENEUVE Mgmt For For
1M ELECTION OF DIRECTOR: CHRISTINE TODD WHITMAN Mgmt For For
02 APPOINTMENT OF THE FIRM OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS INDEPENDENT AUDITOR
03 APPROVAL OF AMENDMENT TO 2005 LONG-TERM INCENTIVE Mgmt For For
PLAN
04 ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE Mgmt For For
OFFICERS
05 ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE Mgmt 1 Year
ON COMPENSATION OF NAMED EXECUTIVE OFFICERS
06 SHAREOWNER PROPOSAL CONCERNING ADDITIONAL SHARE Shr For Against
RETENTION REQUIREMENT FOR SENIOR EXECUTIVES
--------------------------------------------------------------------------------------------------------------------------
UNITEDHEALTH GROUP INCORPORATED Agenda Number: 933414295
--------------------------------------------------------------------------------------------------------------------------
Security: 91324P102
Meeting Type: Annual
Meeting Date: 23-May-2011
Ticker: UNH
ISIN: US91324P1021
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: WILLIAM C. BALLARD, JR. Mgmt For For
1B ELECTION OF DIRECTOR: RICHARD T. BURKE Mgmt For For
1C ELECTION OF DIRECTOR: ROBERT J. DARRETTA Mgmt For For
1D ELECTION OF DIRECTOR: STEPHEN J. HEMSLEY Mgmt For For
1E ELECTION OF DIRECTOR: MICHELE J. HOOPER Mgmt For For
1F ELECTION OF DIRECTOR: RODGER A. LAWSON Mgmt For For
1G ELECTION OF DIRECTOR: DOUGLAS W. LEATHERDALE Mgmt For For
1H ELECTION OF DIRECTOR: GLENN M. RENWICK Mgmt For For
1I ELECTION OF DIRECTOR: KENNETH I. SHINE, M.D. Mgmt For For
1J ELECTION OF DIRECTOR: GAIL R. WILENSKY, PH.D. Mgmt For For
02 APPROVAL, BY A NON-BINDING ADVISORY VOTE, OF Mgmt For For
EXECUTIVE COMPENSATION.
03 RECOMMENDATION, BY A NON-BINDING ADVISORY VOTE, Mgmt 1 Year For
OF THE FREQUENCY OF HOLDING A SAY-ON-PAY VOTE.
04 APPROVAL OF THE UNITEDHEALTH GROUP 2011 INCENTIVE Mgmt For For
STOCK PLAN.
05 APPROVAL OF AN AMENDMENT TO THE UNITEDHEALTH Mgmt For For
GROUP 1993 EMPLOYEE STOCK PURCHASE PLAN TO
INCREASE THE NUMBER OF SHARES OF COMMON STOCK
ISSUABLE THEREUNDER.
06 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR
THE YEAR ENDING DECEMBER 31, 2011.
--------------------------------------------------------------------------------------------------------------------------
VARIAN MEDICAL SYSTEMS, INC. Agenda Number: 933361127
--------------------------------------------------------------------------------------------------------------------------
Security: 92220P105
Meeting Type: Annual
Meeting Date: 10-Feb-2011
Ticker: VAR
ISIN: US92220P1057
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
SUSAN L. BOSTROM Mgmt For For
RICHARD M. LEVY Mgmt For For
VENKATRAMAN THYAGARAJAN Mgmt For For
02 TO APPROVE THE COMPENSATION OF THE VARIAN MEDICAL Mgmt For For
SYSTEMS, INC. NAMED EXECUTIVE OFFICERS AS DESCRIBED
IN THE PROXY STATEMENT.
03 TO HOLD AN ADVISORY VOTE OF STOCKHOLDERS ON Mgmt 1 Year Against
THE COMPENSATION OF THE VARIAN MEDICAL SYSTEMS,
INC. NAMED EXECUTIVE OFFICERS AT A FREQUENCY
OF.
04 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS VARIAN MEDICAL SYSTEMS, INC.'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL
YEAR 2011.
--------------------------------------------------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC. Agenda Number: 933387830
--------------------------------------------------------------------------------------------------------------------------
Security: 92343V104
Meeting Type: Annual
Meeting Date: 05-May-2011
Ticker: VZ
ISIN: US92343V1044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: RICHARD L. CARRION Mgmt For For
1B ELECTION OF DIRECTOR: M. FRANCES KEETH Mgmt For For
1C ELECTION OF DIRECTOR: ROBERT W. LANE Mgmt For For
1D ELECTION OF DIRECTOR: LOWELL C. MCADAM Mgmt For For
1E ELECTION OF DIRECTOR: SANDRA O. MOOSE Mgmt For For
1F ELECTION OF DIRECTOR: JOSEPH NEUBAUER Mgmt For For
1G ELECTION OF DIRECTOR: DONALD T. NICOLAISEN Mgmt For For
1H ELECTION OF DIRECTOR: CLARENCE OTIS, JR. Mgmt For For
1I ELECTION OF DIRECTOR: HUGH B. PRICE Mgmt For For
1J ELECTION OF DIRECTOR: IVAN G. SEIDENBERG Mgmt For For
1K ELECTION OF DIRECTOR: RODNEY E. SLATER Mgmt For For
1L ELECTION OF DIRECTOR: JOHN W. SNOW Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM
03 ADVISORY VOTE RELATED TO EXECUTIVE COMPENSATION Mgmt For For
04 ADVISORY VOTE RELATED TO FUTURE VOTES ON EXECUTIVE Mgmt 1 Year For
COMPENSATION
05 DISCLOSE PRIOR GOVERNMENT SERVICE Shr Against For
06 PERFORMANCE STOCK UNIT PERFORMANCE THRESHOLDS Shr For Against
07 CUMULATIVE VOTING Shr Against For
08 SHAREHOLDER RIGHT TO CALL A SPECIAL MEETING Shr For Against
--------------------------------------------------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------------------------------------------------
VODAFONE GROUP PLC, NEWBURY BERKSHIRE Agenda Number: 702501708
--------------------------------------------------------------------------------------------------------------------------
Security: G93882135
Meeting Type: AGM
Meeting Date: 27-Jul-2010
Ticker:
ISIN: GB00B16GWD56
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the Company's accounts and reports of Mgmt For For
the Directors and the Auditor for the YE 31
MAR 2010
2 Re-elect Sir John Bond as a Director Mgmt For For
3 Re-elect John Buchanan as a Director Mgmt For For
4 Re-elect Vittorio Colao as a Director Mgmt For For
5 Re-elect Michel Combes as a Director Mgmt For For
6 Re-elect Andy Halford as a Director Mgmt For For
7 Re-elect Stephen Pusey as a Director Mgmt For For
8 Re-elect Alan Jebson as a Director Mgmt For For
9 Re-elect Samuel Jonah as a Director Mgmt For For
10 Re-elect Nick Land as a Director Mgmt For For
11 Re-elect Anne Lauvergeon as a Director Mgmt For For
12 Re-elect Luc Vandevelde as a Director Mgmt For For
13 Re-elect Anthony Watson as a Director Mgmt For For
14 Re-elect Philip Yea as a Director Mgmt For For
15 Approve a final dividend of 5.65p per ordinary Mgmt For For
share
16 Approve the remuneration report Mgmt For For
17 Re-appoint Deloitte LLP as the Auditors Mgmt For For
18 Authorize the Audit Committee to determine the Mgmt For For
remuneration of the Auditors
19 Authorize the Directors to allot shares Mgmt For For
S.20 Authorize the Directors to dis-apply pre-emption Mgmt For For
rights
S.21 Authorize the Company to purchase its own shares Mgmt For For
[Section 701, (Companies Act 2006]
S.22 Adopt new Articles of Association Mgmt For For
S.23 Authorize the calling of a general meeting other Mgmt For For
than an AGM on not less than 14 clear days'
notice
24 Approve the continued operation of the Vodafone Mgmt For For
Share Incentive Plan
--------------------------------------------------------------------------------------------------------------------------
VOLKSWAGEN A G Agenda Number: 702841885
--------------------------------------------------------------------------------------------------------------------------
Security: D94523103
Meeting Type: AGM
Meeting Date: 03-May-2011
Ticker:
ISIN: DE0007664039
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT VOTING INSTRUCTIONS HAVE TO Non-Voting No vote
BE RECEIVED IN WRITTEN FORM FOR VOTING RIGHTS
TO BE EXERCISED AT THIS MEETING. IF YOU WISH
TO VOTE, PLEASE EMAIL GERMANMARKET.QUERIES@BROADRIDGE.COM
TO REQUEST THE NECESSARY FORMS. WHEN REQUESTING
FORMS, PLEASE STATE YOUR PROXYEDGE INSTITUTION
ID TO MAKE SURE YOU RECEIVE THE CORRECT DOCUMENTATION
FOR YOUR ACCOUNTS. IF YOU ONLY WANT TO VOTE
A SUBSET OF YOUR ACCOUNTS, PLEASE LIST ALL
ACCOUNTS TO BE VOTED IN ADDITION TO YOUR PROXYEDGE
ID. VOTES INPUT INTO PROXYEDGE WILL BE RECORDED
FOR RECORD KEEPING PURPOSES BUT WILL NOT BE
PROCESSED. PLEASE NOTE THAT THE ORIGINAL COMPLETED
PROXY FORM MUST BE RETURNED TO THE RESPECTIVE
SUB CUSTODIAN BY THE DEADLINE AS INDICATED
ON THE PROXY FORM. PLEASE NOTE THAT THE VOTE
ENTITLEMENT IS DETERMINED BY THE RECORD DATE.
PLEASE NOTE THAT BROADRIDGE WILL PROVIDE THE
PROXY FORMS VIA EMAIL AS EARLY AS RECORD DATE,
12.04.2011, TO ENABLE YOU TO LIST ONLY THE
VOTE ENTITLED SHARE AMOUNT ON THE PROXY FORM.
ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC Non-Voting No vote
CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC
ITEMS OF THE AGENDA FOR THE GENERAL MEETING
YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING
RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS
REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT
COMPLIED WITH ANY OF YOUR MANDATORY VOTING
RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN
SECURITIES TRADING ACT (WHPG). SHOULD YOU HAVE
ANY QUESTIONS OR DOUBTS IN THIS REGARD, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
SO THAT THIS ISSUE CAN BE CLARIFIED. IF YOU
DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT
OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU.
PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS Non-Voting No vote
MEETING IS 12.04.2011, WHEREAS THE MEETING
HAS BEEN SETUP USING THE ACTUAL RECORD DATE
- 1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT
ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH
THE GERMAN LAW. THANK YOU.
COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 18.04.2011. 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.
PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting No vote
RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING
PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD.
THANK YOU.
1. Presentation of the adopted annual financial Non-Voting No vote
statements, the approved consolidated financial
statements, the management report and the Group
management report for the year ended December
31, 2010, together with the Report by the Supervisory
Board on fiscal year 2010 as well as the explanatory
report by the Board of Management on the information
in accordance with sections 289(4) and 315(4)
of the Handelsgesetzbuch (HGB – German
Commercial Code) and the report in accordance
with section 289(5) of the HGB
2. Resolution on the appropriation of net profit Non-Voting No vote
of Volkswagen Aktiengesellschaft
3.1 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Board of Management for
fiscal year 2010: Martin Winterkorn
3.2 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Board of Management for
fiscal year 2010: Francisco Javier Garcia Sanz
3.3 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Board of Management for
fiscal year 2010: Jochem Heizmann
3.4 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Board of Management for
fiscal year 2010: Christian Klingler
3.5 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Board of Management for
fiscal year 2010: Michael Macht (as of 01.10.2010)
3.6 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Board of Management for
fiscal year 2010: Horst Neumann
3.7 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Board of Management for
fiscal year 2010: Hans Dieter Poetsch
3.8 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Board of Management for
fiscal year 2010: Rupert Stadler
4.1 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Supervisory Board for
fiscal year 2010: Ferdinand K. Piech
4.2 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Supervisory Board for
fiscal year 2010: Berthold Huber (as of 25.05.2010)
4.3 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Supervisory Board for
fiscal year 2010: Hussain Ali Al-Abdulla (as
of 22.04.2010)
4.4 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Supervisory Board for
fiscal year 2010: Joerg Bode
4.5 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Supervisory Board for
fiscal year 2010: Michael Frenzel
4.6 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Supervisory Board for
fiscal year 2010: Babette Froehlich
4.7 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Supervisory Board for
fiscal year 2010: Hans Michael Gaul
4.8 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Supervisory Board for
fiscal year 2010: Juergen Gro mann
4.9 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Supervisory Board for
fiscal year 2010: Peter Jacobs
4.10 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Supervisory Board for
fiscal year 2010: David McAllister (as of 01.07.2010)
4.11 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Supervisory Board for
fiscal year 2010: Hartmut Meine
4.12 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Supervisory Board for
fiscal year 2010: Peter Mosch
4.13 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Supervisory Board for
fiscal year 2010: Roland Oetker (up to 22.04.2010)
4.14 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Supervisory Board for
fiscal year 2010: Bernd Osterloh
4.15 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Supervisory Board for
fiscal year 2010: Juergen Peters (up to 01.05.2010)
4.16 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Supervisory Board for
fiscal year 2010: Hans Michel Piech
4.17 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Supervisory Board for
fiscal year 2010: Ferdinand Oliver Porsche
4.18 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Supervisory Board for
fiscal year 2010: Wolfgang Porsche
4.19 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Supervisory Board for
fiscal year 2010: Wolfgang Ritmeier
4.20 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Supervisory Board for
fiscal year 2010: Heinrich Soefjer (up to 15.05.2010)
4.21 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Supervisory Board for
fiscal year 2010: Juergen Stumpf
4.22 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Supervisory Board for
fiscal year 2010: Bernd Wehlauer
4.23 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Supervisory Board for
fiscal year 2010: Christian Wulff (up to 30.06.2010)
4.24 Resolution on formal approval of the actions Non-Voting No vote
of the members of the Supervisory Board for
fiscal year 2010: Thomas Zwiebler (as of 15.05.2010)
5.1 Election of members of the Supervisory Board: Non-Voting No vote
Ms Annika Falkengren
5.2 Election of members of the Supervisory Board: Non-Voting No vote
Mr Khalifa Jassim Al-Kuwari
6. Resolution on the creation of authorized capital Non-Voting No vote
and the corresponding amendment to the Articles
of Association
7. Resolution on the authorization to purchase Non-Voting No vote
and utilize own shares
8. Resolution on the approval of intercompany agreement Non-Voting No vote
9. Amendment to the Articles of Association Non-Voting No vote
10. Election of the auditors and Group auditors Non-Voting No vote
for fiscal year 2011 as well as of the auditors
to review the condensed consolidated financial
statements and interim management report for
the first six months of 2011
--------------------------------------------------------------------------------------------------------------------------
WAL-MART STORES, INC. Agenda Number: 933425236
--------------------------------------------------------------------------------------------------------------------------
Security: 931142103
Meeting Type: Annual
Meeting Date: 03-Jun-2011
Ticker: WMT
ISIN: US9311421039
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: AIDA M. ALVAREZ Mgmt For For
1B ELECTION OF DIRECTOR: JAMES W. BREYER Mgmt For For
1C ELECTION OF DIRECTOR: M. MICHELE BURNS Mgmt For For
1D ELECTION OF DIRECTOR: JAMES I. CASH, JR. Mgmt For For
1E ELECTION OF DIRECTOR: ROGER C. CORBETT Mgmt For For
1F ELECTION OF DIRECTOR: DOUGLAS N. DAFT Mgmt For For
1G ELECTION OF DIRECTOR: MICHAEL T. DUKE Mgmt For For
1H ELECTION OF DIRECTOR: GREGORY B. PENNER Mgmt For For
1I ELECTION OF DIRECTOR: STEVEN S REINEMUND Mgmt For For
1J ELECTION OF DIRECTOR: H. LEE SCOTT, JR. Mgmt For For
1K ELECTION OF DIRECTOR: ARNE M. SORENSON Mgmt For For
1L ELECTION OF DIRECTOR: JIM C. WALTON Mgmt For For
1M ELECTION OF DIRECTOR: S. ROBSON WALTON Mgmt For For
1N ELECTION OF DIRECTOR: CHRISTOPHER J. WILLIAMS Mgmt For For
1O ELECTION OF DIRECTOR: LINDA S. WOLF Mgmt For For
02 RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT Mgmt For For
ACCOUNTANTS
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 GENDER IDENTITY NON-DISCRIMINATION POLICY Shr Against For
06 POLITICAL CONTRIBUTIONS REPORT Shr Against For
07 SPECIAL SHAREOWNER MEETINGS Shr For Against
08 REQUIRE SUPPLIER(S) TO PUBLISH AN ANNUAL SUSTAINABILITY Shr Against For
REPORT
09 CLIMATE CHANGE RISK DISCLOSURE Shr Against 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.
* Management position unknown
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) Eaton Vance Tax-Managed Global Diversified Equity
Income Fund
By (Signature) /s/ Walter A. Row, III
Name Walter A. Row, III
Title President
Date 08/17/2011