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: 811-21832
NAME OF REGISTRANT: Eaton Vance Tax-Managed 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: 07/01/2009 - 06/30/2010
Eaton Vance Tax-Managed Diversified Equity Income Fund
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ABB LTD Agenda Number: 702340085
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Security: H0010V101 Meeting Type: AGM
Ticker: Meeting Date: 26-Apr-2010
ISIN: CH0012221716
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting
REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES
AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY.
UPON RECEIPT OF THE VOTING INSTRUCTION, IT
IS POSSIBLE THAT A MARKER MAY BE PLACED ON
YOUR SHARES TO ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE.
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting
MEETING NOTICE SENT UNDER MEETING 689093, 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.
PLEASE NOTE THAT SEB WILL NOT ARRANGE WITH A Non-Voting
REPRESENTATIVE. THANK YOU
1. Receive the annual report and consolidated financial Mgmt No vote *
statements, annual financial statements and
the Auditors' reports
2.1 Approve the annual report, the consolidated Mgmt No vote *
financial statements, and the annual financial
statements for 2009
2.2 Approve to accept the remuneration report as Mgmt No vote *
per the specified pages of the annual report
3. Grant discharge to the Members of the Board Mgmt No vote *
of Directors and the persons entrusted with
Management for fiscal 2009
4. Approve to release CHF 340,000,000 of the legal Mgmt No vote *
reserves and allocate those released reserves
to other reserves and to carry forward the
available earnings in the amount of CHF 3,893,861,784
5. Approve to reduce the share capital of CHF 3,587,160,187.38Mgmt No vote *
by CHF 34,919,500.00 to CHF 3,552,240,687.38
by way of cancellation of the 22,675,000 shares
with a nominal value of CHF 1.54 each which
were bought back by the Company under the share
buyback program announced in February 2008;
to confirm as a result of the report of the
Auditors, that the claims of the creditors
are fully covered notwithstanding the capital
reduction; amend Article 4 Para.1 of the Articles
of Incorporation according to the specified
wording as per the date of the entry of the
capital reduction in the commercial register
6. Approve to reduce the share capital of CHF 3,552,240,687.38Mgmt No vote *
by CHF 1,176,391,396.47 to CHF 2,375,849,290.91
by way of reducing the nominal value of the
registered shares from CHF 1.54 by CHF 0.51
to CHF 1.03 and to use the nominal value reduction
amount for repayment to the shareholders; to
confirm as a result of the report of the auditors,
that the claims of the creditors are fully
covered notwithstanding the capital reduction;
and amend Article 4 Para.1 of the Articles
of Incorporation according to the specified
wording as per the date of the entry of the
capital reduction in the commercial register
and amend Article 4bis Paras. 1 and 4, and
Article 4ter Para. 1 of the Articles of Incorporation,
correspondingly reflecting the reduced nominal
value of the registered shares from CHF 1.54
by CHF 0.51 to CHF 1.03, as per the date of
the entry of the capital reduction in the commercial
register
7. Approve, to the extent that the general meeting Mgmt No vote *
approves the Board of Directors' proposal set
forth in Item 6, to amend Article 13 para.1
of the Articles of Incorporation as specified
8.1 Approve, to replace the current Article 6 of Mgmt No vote *
the Articles of Incorporation concerning the
form of the shares with the specified new Article
6
8.2 Approve, to delete Section 6 of the Articles Mgmt No vote *
of Incorporation consisting of Article 32 "In-Kind
Contributions" and Article 33 "Acquisitions
of Property"
9.1 Re-elect Roger Agnelli, Brazilian to the Board Mgmt No vote *
of Directors for a further period of one year,
until the AGM 2011
9.2 Re-elect Louis R. Hughes, American to the Board Mgmt No vote *
of Directors for a further period of one year,
until the AGM 2011
9.3 Re-elect Hans Ulrich Marki, Swiss to the Board Mgmt No vote *
of Directors for a further period of one year,
until the AGM 2011
9.4 Re-elect Michel de Rosen, French to the Board Mgmt No vote *
of Directors for a further period of one year,
until the AGM 2011
9.5 Re-elect Michael Treschow, Swedish to the Board Mgmt No vote *
of Directors for a further period of one year,
until the AGM 2011
9.6 Re-elect Bernd W. Voss, German to the Board Mgmt No vote *
of Directors for a further period of one year,
until the AGM 2011
9.7 Re-elect Jacob Wallenberg, Swedish to the Board Mgmt No vote *
of Directors for a further period of one year,
until the AGM 2011
9.8 Re-elect Hubertus von Grunberg, German to the Mgmt No vote *
Board of Directors for a further period of
one year, until the AGM 2011
10. Election of Ernst & Young AG as the Auditors Mgmt No vote *
for fiscal 2010
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ABBOTT LABORATORIES Agenda Number: 933205898
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Security: 002824100 Meeting Type: Annual
Ticker: ABT Meeting Date: 23-Apr-2010
ISIN: US0028241000
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
R.J. ALPERN Mgmt For For
R.S. AUSTIN Mgmt For For
W.M. DALEY Mgmt Withheld Against
W.J. FARRELL Mgmt Withheld Against
H.L. FULLER Mgmt Withheld Against
W.A. OSBORN Mgmt Withheld Against
D.A.L. OWEN Mgmt For For
R.S. ROBERTS Mgmt For For
S.C. SCOTT III Mgmt For For
W.D. SMITHBURG Mgmt Withheld Against
G.F. TILTON Mgmt For For
M.D. WHITE Mgmt For For
02 RATIFICATION OF DELOITTE & TOUCHE LLP AS AUDITORS Mgmt For For
03 SHAREHOLDER PROPOSAL-ADVISORY VOTE Shr For Against
04 SHAREHOLDER PROPOSAL-SPECIAL SHAREHOLDER MEETINGS Shr For Against
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ACCENTURE LTD Agenda Number: 933119530
--------------------------------------------------------------------------------------------------------------------------
Security: G1150G111 Meeting Type: Special
Ticker: ACN Meeting Date: 05-Aug-2009
ISIN: BMG1150G1116
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPROVAL OF THE SCHEME OF ARRANGEMENT ATTACHED Mgmt For For
TO THE ACCOMPANYING PROXY STATEMENT AS ANNEX
A AS IT APPLIES TO THE CLASS A COMMON SHAREHOLDERS.
02 APPROVAL OF THE MOTION TO ADJOURN THE MEETING Mgmt For For
TO A LATER DATE TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE INSUFFICIENT PROXIES TO APPROVE
THE SCHEME OF ARRANGEMENT AT THE TIME OF THE
ACCENTURE LTD CLASS A COMMON SHAREHOLDER CLASS
MEETING.
03 IF THE SCHEME OF ARRANGEMENT IS APPROVED, APPROVAL Mgmt For For
OF THE ESTABLISHMENT OF DISTRIBUTABLE RESERVES
OF ACCENTURE PLC (THROUGH THE REDUCTION OF
ITS SHARE PREMIUM ACCOUNT) THAT WAS PREVIOUSLY
APPROVED BY ACCENTURE LTD AND THE OTHER CURRENT
SHAREHOLDERS OF ACCENTURE PLC (AS DESCRIBED
IN THE ACCOMPANYING PROXY STATEMENT).
04 APPROVAL OF THE MOTION TO ADJOURN THE MEETING Mgmt For For
TO A LATER DATE TO SOLICIT ADDITIONAL PROXIES
IF THERE ARE INSUFFICIENT PROXIES TO APPROVE
THE PROPOSAL AT THE TIME OF THE SPECIAL GENERAL
MEETING.
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ALLIANZ SE, MUENCHEN Agenda Number: 702315133
--------------------------------------------------------------------------------------------------------------------------
Security: D03080112 Meeting Type: AGM
Ticker: Meeting Date: 05-May-2010
ISIN: DE0008404005
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
AS A CONDITION OF VOTING, GERMAN MARKET REGULATIONS Non-Voting
REQUIRE THAT YOU DISCLOSE WHETHER YOU HAVE
A CONTROLLING OR PERSONAL INTEREST IN THIS
COMPANY. SHOULD EITHER BE THE CASE, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
SO THAT WE MAY LODGE YOUR INSTRUCTIONS ACCORDINGLY.
IF YOU DO NOT HAVE A CONTROLLING OR PERSONAL
INTEREST, SUBMIT YOUR VOTE AS USUAL THANK YOU
The registration for the General Meeting of Non-Voting
Shareholders does not result in the shares
being blocked. Please contact the relationship
manager of your depositary bank to clarify
variant procedures in the German market.
1. Presentation of the approved Annual Financial Non-Voting
Statements and the approved Consolidated Financial
Statements as at December 31, 2009, and of
the Management Reports for Allianz SE and for
the Group, the Explanatory Reports on the information
pursuant to Paragraph 289 (4), Paragraph 315
(4) and Paragraph 289 (5) of the German Commercial
Code (Handelsgesetzbuch) as well as the Report
of the Supervisory Board for the fiscal year
2009
2. Appropriation of net earnings Mgmt For For
3. Approval of the actions of the members of the Mgmt For For
Management Board
4. Approval of the actions of the members of the Mgmt For For
Supervisory Board
5. By-election to the Supervisory Board Mgmt For For
6. Approval of the remuneration system for the Mgmt For For
Management Board members of Allianz SE
7. Creation of an Authorized Capital 2010/I, cancellation Mgmt For For
of the Authorized Capital 2006/I and corresponding
amendment to the Statutes
8. Creation of an Authorized Capital 2010/II for Mgmt For For
the issuance of shares to employees, cancellation
of the Authorized Capital 2006/II and corresponding
amendment to the Statutes
9. Approval of a new authorization to issue bonds Mgmt For For
carrying conversion and/or option rights as
well as convertible participation rights, creation
of a Conditional Capital 2010, cancellation
of the current authorization to issue bonds
carrying conversion and/or option rights, cancellation
of the Conditional Capital 2006 and corresponding
amendment to the Statutes
10. Authorization to acquire treasury shares for Mgmt For For
trading purposes
11. Authorization to acquire and utilize treasury Mgmt For For
shares for other purposes
12. Authorization to use derivatives in connection Mgmt For For
with the acquisition of treasury shares pursuant
to Paragraph 71 (1) no. 8 of the German Stock
Corporation Act (Aktiengesetz)
13. Approval of control and profit transfer agreement Mgmt For For
between Allianz SE and Allianz Common Applications
and Services GmbH
14. Approval of control and profit transfer agreement Mgmt For For
between Allianz SE and AZ-Argos 45 Vermoegensverwaltungsgesellschaft
mbH
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AMAZON.COM, INC. Agenda Number: 933242480
--------------------------------------------------------------------------------------------------------------------------
Security: 023135106 Meeting Type: Annual
Ticker: AMZN Meeting Date: 25-May-2010
ISIN: US0231351067
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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 Against Against
1E ELECTION OF DIRECTOR: ALAIN MONIE Mgmt For For
1F ELECTION OF DIRECTOR: THOMAS O. RYDER Mgmt For For
1G ELECTION OF DIRECTOR: PATRICIA Q. STONESIFER Mgmt Against Against
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS INDEPENDENT AUDITORS
03 SHAREHOLDER PROPOSAL CALLING FOR THE COMPANY Shr Against For
TO MAKE CERTAIN DISCLOSURES REGARDING CORPORATE
POLITICAL CONTRIBUTIONS
--------------------------------------------------------------------------------------------------------------------------
AMERICAN ELECTRIC POWER COMPANY, INC. Agenda Number: 933205165
--------------------------------------------------------------------------------------------------------------------------
Security: 025537101 Meeting Type: Annual
Ticker: AEP Meeting Date: 27-Apr-2010
ISIN: US0255371017
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: E.R. BROOKS Mgmt For For
1B ELECTION OF DIRECTOR: DONALD M. CARLTON Mgmt For For
1C ELECTION OF DIRECTOR: JAMES F. CORDES Mgmt For For
1D ELECTION OF DIRECTOR: RALPH D. CROSBY, JR. Mgmt For For
1E ELECTION OF DIRECTOR: LINDA A. GOODSPEED Mgmt For For
1F ELECTION OF DIRECTOR: THOMAS E. HOAGLIN Mgmt For For
1G ELECTION OF DIRECTOR: LESTER A. HUDSON, JR Mgmt For For
1H ELECTION OF DIRECTOR: MICHAEL G. MORRIS 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
02 APPROVE AMENDMENTS TO THE AMERICAN ELECTRIC Mgmt For For
POWER SYSTEM LONG-TERM INCENTIVE PLAN.
03 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM.
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AMERICAN EXPRESS COMPANY Agenda Number: 933202436
--------------------------------------------------------------------------------------------------------------------------
Security: 025816109 Meeting Type: Annual
Ticker: AXP Meeting Date: 26-Apr-2010
ISIN: US0258161092
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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
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 2010.
03 ADVISORY (NON-BINDING) VOTE APPROVING EXECUTIVE Mgmt For For
COMPENSATION.
04 SHAREHOLDER PROPOSAL RELATING TO CUMULATIVE Shr Against For
VOTING FOR DIRECTORS.
05 SHAREHOLDER PROPOSAL RELATING TO THE CALLING Shr For Against
OF SPECIAL SHAREHOLDER MEETINGS.
06 SHAREHOLDER PROPOSAL RELATING TO SHARE RETENTION Shr For Against
REQUIREMENTS FOR EXECUTIVES.
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AMERICAN TOWER CORPORATION Agenda Number: 933215116
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Security: 029912201 Meeting Type: Annual
Ticker: AMT Meeting Date: 12-May-2010
ISIN: US0299122012
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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 RATIFICATION OF THE SELECTION OF DELOITTE & Mgmt For For
TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2010.
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AMGEN INC. Agenda Number: 933212134
--------------------------------------------------------------------------------------------------------------------------
Security: 031162100 Meeting Type: Annual
Ticker: AMGN Meeting Date: 12-May-2010
ISIN: US0311621009
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: DR. DAVID BALTIMORE Mgmt For For
1B ELECTION OF DIRECTOR: MR. FRANK J. BIONDI, JR. Mgmt For For
1C ELECTION OF DIRECTOR: MR. FRANCOIS DE CARBONNEL Mgmt For For
1D ELECTION OF DIRECTOR: MR. JERRY D. CHOATE Mgmt For For
1E ELECTION OF DIRECTOR: DR. VANCE D. COFFMAN Mgmt For For
1F ELECTION OF DIRECTOR: MR. FREDERICK W. GLUCK Mgmt For For
1G ELECTION OF DIRECTOR: DR. REBECCA M. HENDERSON Mgmt For For
1H ELECTION OF DIRECTOR: MR. FRANK C. HERRINGER Mgmt For For
1I ELECTION OF DIRECTOR: DR. GILBERT S. OMENN Mgmt For For
1J ELECTION OF DIRECTOR: MS. JUDITH C. PELHAM Mgmt For For
1K ELECTION OF DIRECTOR: ADM. J. PAUL REASON, USN Mgmt For For
(RETIRED)
1L ELECTION OF DIRECTOR: MR. LEONARD D. SCHAEFFER Mgmt For For
1M ELECTION OF DIRECTOR: MR. KEVIN W. SHARER Mgmt For For
02 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP Mgmt For For
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
FOR THE YEAR ENDING DECEMBER 31, 2010
3A STOCKHOLDER PROPOSAL: STOCKHOLDER PROPOSAL #1 Shr For Against
(SHAREHOLDER ACTION BY WRITTEN CONSENT)
3B STOCKHOLDER PROPOSAL: STOCKHOLDER PROPOSAL #2 Shr For Against
(EQUITY RETENTION POLICY)
--------------------------------------------------------------------------------------------------------------------------
ANADARKO PETROLEUM CORPORATION Agenda Number: 933231160
--------------------------------------------------------------------------------------------------------------------------
Security: 032511107 Meeting Type: Annual
Ticker: APC Meeting Date: 18-May-2010
ISIN: US0325111070
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: H. PAULETT EBERHART Mgmt For For
1B ELECTION OF DIRECTOR: PRESTON M. GEREN III Mgmt For For
1C ELECTION OF DIRECTOR: JAMES T. HACKETT Mgmt For For
02 RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT Mgmt For For
AUDITORS.
03 STOCKHOLDER PROPOSAL - AMENDMENT TO NON-DISCRIMINATION Shr Against For
POLICY.
04 STOCKHOLDER PROPOSAL - AMENDMENT TO BY-LAWS: Shr For Against
REIMBURSEMENT OF PROXY EXPENSES.
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APACHE CORPORATION Agenda Number: 933215065
--------------------------------------------------------------------------------------------------------------------------
Security: 037411105 Meeting Type: Annual
Ticker: APA Meeting Date: 06-May-2010
ISIN: US0374111054
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 ELECTION OF DIRECTOR: EUGENE C. FIEDOREK Mgmt For For
02 ELECTION OF DIRECTOR: PATRICIA ALBJERG GRAHAM Mgmt For For
03 ELECTION OF DIRECTOR: F.H. MERELLI Mgmt For For
04 RATIFICATION OF ERNST & YOUNG AS APACHE'S INDEPENDENT Mgmt For For
AUDITORS.
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APPLE INC. Agenda Number: 933180680
--------------------------------------------------------------------------------------------------------------------------
Security: 037833100 Meeting Type: Annual
Ticker: AAPL Meeting Date: 25-Feb-2010
ISIN: US0378331005
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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
A.D. LEVINSON, PH.D. Mgmt For For
JEROME B. YORK Mgmt For For
02 TO APPROVE AMENDMENTS TO THE APPLE INC. 2003 Mgmt For For
EMPLOYEE STOCK PLAN.
03 TO APPROVE AMENDMENTS TO THE APPLE INC. 1997 Mgmt For For
DIRECTOR STOCK OPTION PLAN.
04 TO HOLD AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
05 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP Mgmt For For
AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2010.
06 TO CONSIDER A SHAREHOLDER PROPOSAL ENTITLED Shr Against For
"SUSTAINABILITY REPORT," IF PROPERLY PRESENTED
AT THE MEETING.
07 TO CONSIDER A SHAREHOLDER PROPOSAL ENTITLED Shr Against For
"AMEND CORPORATE BYLAWS ESTABLISHING A BOARD
COMMITTEE ON SUSTAINABILITY," IF PROPERLY PRESENTED
AT THE MEETING.
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ARCELORMITTAL SA, LUXEMBOURG Agenda Number: 702403938
--------------------------------------------------------------------------------------------------------------------------
Security: L0302D129 Meeting Type: AGM
Ticker: Meeting Date: 11-May-2010
ISIN: LU0323134006
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 680767 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.
Presentation of the Management report of the Non-Voting
Board of Directors and the reports of the Independent
Company Auditor on the annual accounts of the
parent Company prepared in accordance with
the laws and regulations of the Grand-Duchy
of Luxembourg (the Parent Company Annual Accounts)
and the consolidated financial statements of
the ArcelorMittal group prepared in accordance
with the International Financial Reporting
Standards as adopted in the European Union
(the Consolidated Financial Statements) for
the FY 2009
1. Approve the consolidated financial statements Mgmt No vote *
for the FY 2009 in their entirety, with a resulting
consolidated net income of USD 75 million
2. Approve the Parent Company Annual Accounts for Mgmt No vote *
the FY 2009 in their entirety, with a resulting
loss for ArcelorMittal as Parent Company of
the ArcelorMittal group of USD 507,141,204
[established in accordance with the laws and
regulations of the Grand-Duchy of Luxembourg,
as compared to the consolidated net income
of USD 75 million established in accordance
with International Financial Reporting Standards
as adopted in the European Union, the subject
of the first Resolution]
3. Acknowledge that: (i) the loss for the year Mgmt No vote *
amounts to USD 507,141,204, (ii) the amount
of the loss is set off against the Profit brought
forward (Report a nouveau) of USD 26,525,260,379,
and (iii) no allocation to the legal reserve
or to the reserve for shares held in treasury
is required; on this basis, the General Meeting,
upon the proposal of the Board of Directors,
decides to allocate the results of the Company
based on the Parent Company annual accounts
for the FY 2009 as specified; that dividends
are paid in four equal quarterly installments
of USD 0.1875 (gross) per share and that the
first installment of dividend of USD 0.1875
(gross) per share has been paid on 15 MAR 2010
4. Approve to set the amount of annual Directors' Mgmt No vote *
compensation to be allocated to the members
of the Board of Directors in relation to the
FY 2009 at USD 2,564,923
5. Grant discharge to the members of the Board Mgmt No vote *
of Directors in relation to the FY 2009
6. Acknowledge the mandate of the Mr. John O. Castegnaro, Mgmt No vote *
Mrs. Vanisha Mittal Bhatia and Mr. Jose Ramon
Alvarez Rendueles Medina as the Directors has
come to an end effective on the date of this
General Meeting and that Mr. Jeannot Krecke
has been co-opted as a member of the Board
of Directors of the Company in replacement
of Mr. Georges Schmit effective 01 JAN 2010
7. Re-elect Mrs. Vanisha Mittal Bhatia for a 3-year Mgmt No vote *
mandate that will automatically expire on the
date of the general meeting of shareholders
to be held in 2013
8. Elect Mr. Jeannot Krecke for a 3-year mandate Mgmt No vote *
that will automatically expire on the date
of the general meeting of shareholders to be
held in 2013
9. Approve: (a) to cancel with effect as of the Mgmt No vote *
date of this General Meeting the authorization
granted to the Board of Directors by the general
meeting of shareholders held on 12 MAY 2009
with respect to the share buy-back programme,
and (b) to authorize, effective immediately
after this General Meeting, the Board of Directors
of the Company, with option to delegate, and
the corporate bodies of the other companies
in the ArcelorMittal group in accordance with
the Luxembourg law of 10 AUG 1915 on commercial
companies, as amended (the Law), to acquire
and sell shares in the Company in accordance
with the Law and any other applicable laws
and regulations, including but not limited
to entering into off-market and over-the-counter
transactions and to acquire shares in the Company
through derivative financial instruments
10. Appoint Deloitte S.A., with registered office Mgmt No vote *
at 560, rue de Neudorf, L-2220 Luxembourg,
Grand-Duchy of Luxembourg, as independent company
auditor (Reviseur d Entreprises) for the purposes
of an Independent Audit of the Parent Company
annual accounts and the consolidated financial
statements for the FY 2010
11. Authorize the Board of Directors the power to Mgmt No vote *
issue share options or other equity-based awards
and incentives to all eligible employees under
the LTIP for a number of Company s shares not
exceeding 8,500,000 options on fully paid-up
shares, which may either be newly issued shares
or shares held in treasury, during the period
from this General Meeting until the general
meeting of shareholders to be held in 2011
(the Maximum Number), provided, that the share
options will be issued at an exercise price
that is not less than the average of the highest
and the lowest trading price on the New York
Stock Exchange on the day immediately prior
to the grant date, which date will be decided
by the Board of Directors and will be within
the respective periods specified in the LTIP;
(b) to decide and implement any increase in
the Maximum Number by the additional number
that may be necessary to preserve the rights
of the option holders in the event of the occurrence
a transaction impacting the Company s share
capital; and (c) do or cause to be done all
such further acts and things as the Board of
Directors may determine to be necessary or
advisable in order to implement the content
and purpose of this resolution; acknowledge
that the Maximum Number represents about 0.54%
of the Company's current issued share capital
on a fully diluted basis
12. Authorize the Board of Directors to: (a) implement Mgmt No vote *
the Employee Share Purchase Plan 2010 (ESPP
2010) reserved for all or part of the employees
of all or part of the companies comprised within
the scope of consolidation of the consolidated
financial statements for a maximum number of
2,500,000 ArcelorMittal shares; and (b) for
the purposes of the implementation of the ESPP
2010, issue new shares within the limits of
the Company's authorized share capital and/or
deliver treasury shares up to a maximum of
2,500,000 fully paid-up ArcelorMittal shares
during the period from this General Meeting
to the general meeting of shareholders to be
held in 2011; and (c) do or cause to be done
all such further acts and things as the Board
of Directors may determine to be necessary
or advisable in order to implement the content
and purpose of this resolution; acknowledge
that the maximum total number of 2,500,000
shares of the Company represents about 0.16
% of the Company's current issued share capital
on a fully diluted basis
E.13 Approve, in accordance with Article 7.3, Paragraph Mgmt No vote *
3, of the Articles of Association of the Company,
the General Meeting decides to assent to direct
or indirect transfers of shares of the Company
among persons included in the definition of
Mittal Shareholder (as defined in Article 8.4
of the Articles of Association), including
without limitation by means of transfers to
trustees of trusts of which Mr. and/or Mrs.
Lakshmi N. Mittal and/or their heirs and successors
are beneficiaries
--------------------------------------------------------------------------------------------------------------------------
ASTRAZENECA PLC, LONDON Agenda Number: 702296410
--------------------------------------------------------------------------------------------------------------------------
Security: G0593M107 Meeting Type: AGM
Ticker: Meeting Date: 29-Apr-2010
ISIN: GB0009895292
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the Company's accounts and the reports Mgmt For For
of the Directors and the Auditor for the YE
31 DEC 2009
2. Approve to confirm the first interim dividend Mgmt For For
of USD 0.59 [36 pence, SEK 4.41] per ordinary
share and to confirm as the final dividend
for 2009 the second interim dividend of USD
1.71 [105.4 pence, SEK 12.43] per ordinary
share
3. Re-appoint KPMG Audit Plc, London as the Auditor Mgmt For For
of the Company
4. Authorize the Directors to agree the remuneration Mgmt For For
of the Auditor
5.A Re-elect Louis Schweitzer as a Director in accordance Mgmt For For
with Article 65 of the Company's Articles of
Association, who retires at the AGM in 2011
5.B Re-elect David Brennan as a Director in accordance Mgmt For For
with Article 65 of the Company's Articles of
Association, who retires at the AGM in 2011
5.C Re-elect Simon Lowth as a Director in accordance Mgmt For For
with Article 65 of the Company's Articles of
Association, who retires at the AGM in 2011
5.D Re-elect Jean Philippe Courtois as a Director Mgmt For For
in accordance with Article 65 of the Company's
Articles of Association, who retires at the
AGM in 2011
5.E Re-elect Jane Henney as a Director in accordance Mgmt For For
with Article 65 of the Company's Articles of
Association, who retires at the AGM in 2011
5.F Re-elect Michele Hooper as a Director in accordance Mgmt For For
with Article 65 of the Company's Articles of
Association, who retires at the AGM in 2011
5.G Re-elect Rudy Markham as a Director in accordance Mgmt For For
with Article 65 of the Company's Articles of
Association, who retires at the AGM in 2011
5.H Re-elect Dame Nancy Rothwell as a Director in Mgmt For For
accordance with Article 65 of the Company's
Articles of Association, who retires at the
AGM in 2010
5.I Re-elect John Varley as a Director in accordance Mgmt For For
with Article 65 of the Company's Articles of
Association, who retires at the AGM in 2011
5.J Re-elect Marcus Wallenberg as a Director in Mgmt For For
accordance with Article 65 of the Company's
Articles of Association, who retires at the
AGM in 2011
6. Approve the Directors' remuneration report for Mgmt For For
the YE 31 DEC 2009
7. Authorize the Company and to make donations Mgmt For For
to Political Parties and to political organizations
other than political parties; and incur political
expenditure, during the period commencing on
the date of this resolution and ending on the
date the of the Company's next AGM, provided
that in each case any such donation and expenditure
made by the Company or by any such subsidiary
shall not exceed USD 250,000 per Company and
together with those made by any subsidiary
and the Company shall not exceed in aggregate
USD 250,000, as specified
8. Authorize the Directors , pursuant to Section Mgmt For For
551 of the Companies Act 2006 to: (i) allot
shares in the Company, and to grant rights
to subscribe for or to convert any security
into shares in the Company: up to an aggregate
nominal amount of USD 121,034,506; and comprising
equity securities [as specified in the Companies
Act 2006] up to an aggregate nominal amount
of USD 242,069,013 [including within such limit
any shares issued or rights granted in this
resolution] in connection with an offer by
way of a rights issue: (i) to holders of ordinary
shares in proportion [as nearly as may be practicable]
to their existing holdings; and (ii) to people
who are holders of other equity securities
if this is required by the rights of those
securities or, if the Directors consider it
necessary, as permitted by the rights of those
securities; and so that the Directors may impose
any limits or restrictions and make any arrangements
which they consider necessary or appropriate
to deal with treasury shares, fractional entitlements,
record dates, legal, regulatory or practical
problems in, or under the laws of, any territory
or any other matter; [Authority expires the
earlier of the conclusion of the AGM of the
Company in 29 JUN 2010]; the Company, before
the expiry, may make a contract to purchase
ordinary shares which will or may be executed
wholly or partly after such expiry; subject
to this resolution, all existing authorities
given to the Directors pursuant to Section
80 of the Companies Act 1985 or Section 551
of the Companies Act 2006 by way of the ordinary
resolution of the Company passed on 30 APR
2009 be revoked by this resolution; and this
resolution shall be without prejudice to the
continuing authority of the Directors to allot
shares, or grant rights to subscribe for or
convert any security into shares, pursuant
to an offer or agreement made by the Company
before the expiry of the authority pursuant
to which such offer or agreement was made
S.9 Approve, subject to the passing of Resolution Mgmt For For
8 as specified in the Notice of AGM of the
Company convened for 29 APR 2010 and in place
of the power given to them pursuant to the
special resolution of the Company passed on
30 APR 2009 and authorize the Directors, pursuant
to Section 570 and section 573 of the Companies
Act 2006 to allot equity securities [as specified
in the Companies Act 2006] for cash, pursuant
to the authority conferred by Resolution 8
in the Notice of AGM as if Section 561(1) of
the Act did not apply to the allotment this
power: expires [unless previously renewed,
varied or revoked by the Company in general
meeting] at the end of the next AGM of the
Company after the date on which this resolution
is passed [or, if earlier, at the close of
business on 29 JUN 2011], but the Company may
make an offer or agreement which would or might
require equity securities to be allotted after
expiry of this power and the Directors may
allot equity securities in pursuance of that
offer or agreement as if this power had not
expired; and shall be limited to the allotment
of equity securities in connection with an
offer of equity securities [Authority expires
the earlier of the conclusion of the AGM of
the Company in 29 JUN 2010]: (i) to the ordinary
shareholders in proportion [as nearly as may
be practicable] to their existing holdings;
and (ii) to people who hold other equity securities,
if this is required by the rights of those
securities or, if the Directors consider it
necessary, as permitted by the rights of those
securities, and so that the Directors may impose
any limits or restrictions and make any arrangements
which they consider necessary or appropriate
to deal with treasury shares, fractional entitlements,
record dates, legal, regulatory or practical
problems in, or under the laws of, any territory
or any other matter; and (c) in the case of
the authority granted under Resolution 8 shall
be limited to the allotment of equity securities
for cash otherwise than pursuant to this resolution
up to an aggregate nominal amount of USD 18,155,176;
this power applies in relation to a sale of
shares which is an allotment of equity securities
by virtue of Section 560(3) of the Companies
Act 2006 as if in the first paragraph of this
resolution the words "pursuant to the authority
conferred by Resolution 8 in the Notice of
AGM" were omitted
S.10 Authorize the Company, to make market purchases Mgmt For For
[within the meaning of section 693(4) of the
Companies Act 2006] of its ordinary shares
of USD 0.25 each in the capital of the Company
provided that the maximum number of ordinary
shares which may be purchased is 145,241,408;
the minimum price [exclusive of expenses] which
may be paid for each ordinary share is USD
0.25; and the maximum price [exclusive of expenses]
which may be paid for each ordinary share is
the higher of: (i) an amount equal to 105%
of the average of the middle market quotations
for an ordinary share of the Company as derived
from the London Stock Exchange Daily Official
List for the 5 business days immediately preceding
the day on which the ordinary share is contracted
to be purchased; and (ii) an amount equal to
the higher of the price of the last independent
trade of an ordinary share and the highest
current independent bid for an ordinary share
as derived from the London Stock Exchange Trading
System; [authority shall expire at the conclusion
of the AGM of the Company held in 2011 or,
if earlier, at the close of business on 29
JUN 2011] [except in relation to the purchase
of shares the contract for which was concluded
before the expiry of such authority and which
might be executed wholly or partly after such
expiry]
S.11 Approve the general meeting other than an AGM Mgmt For For
may be called on not less than 14 clear days'
notice
S.12 Amend the Articles of Association of the Company Mgmt For For
by deleting all the provisions of the Company
Memorandum of Association which, by virtue
of Section 28 of the Companies Act 2006, are
to be treated as provisions of the Company's
Articles of Association; and the Articles of
Association produced to the meeting and initialled
by the Chairman of the meeting for the purpose
of identification as the Articles of Association
of the Company in substitution for, and to
the exclusion of, the existing Articles of
Association
13. Approve the Directors rules of the AstraZeneca Mgmt For For
Investment Plan [Plan], the main features of
which are as specified, and, authorize the
Directors, to do all such acts and things as
they may consider necessary or expedient to
carry the Plan into effect and to establish
one or more schedules to the Plan as they consider
necessary in relation to employees in jurisdictions
outside the United Kingdom, with any modifications
necessary or desirable to take account of local
securities laws, exchange control and tax legislation,
provided that any ordinary shares of the Company
made available under any schedule are treated
as counting against the relevant limits on
individual and overall participation under
the Plan
PLEASE NOTE THAT THIS IS A REVISION DUE TO INSERTION Non-Voting
OF VOTING OPTIONS COMMENT. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO Non-Voting
VOTE 'IN FAVOR' OR 'AGAINST' FOR ALL RESOLUTIONS.
THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
AT&T INC. Agenda Number: 933200177
--------------------------------------------------------------------------------------------------------------------------
Security: 00206R102 Meeting Type: Annual
Ticker: T Meeting Date: 30-Apr-2010
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: LAURA D'ANDREA TYSON Mgmt For For
1L ELECTION OF DIRECTOR: PATRICIA P. UPTON Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS. Mgmt For For
03 CUMULATIVE VOTING. Shr Against For
04 PENSION CREDIT POLICY. Shr For Against
05 ADVISORY VOTE ON COMPENSATION. Shr For Against
06 SPECIAL STOCKHOLDER MEETINGS. Shr For Against
--------------------------------------------------------------------------------------------------------------------------
AVALONBAY COMMUNITIES, INC. Agenda Number: 933228656
--------------------------------------------------------------------------------------------------------------------------
Security: 053484101 Meeting Type: Annual
Ticker: AVB Meeting Date: 19-May-2010
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, 2010.
--------------------------------------------------------------------------------------------------------------------------
AVON PRODUCTS, INC. Agenda Number: 933212083
--------------------------------------------------------------------------------------------------------------------------
Security: 054303102 Meeting Type: Annual
Ticker: AVP Meeting Date: 06-May-2010
ISIN: US0543031027
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
W. DON CORNWELL Mgmt For For
V. ANN HAILEY Mgmt For For
FRED HASSAN Mgmt For For
ANDREA JUNG Mgmt For For
MARIA ELENA LAGOMASINO Mgmt For For
ANN S. MOORE Mgmt For For
PAUL S. PRESSLER Mgmt For For
GARY M. RODKIN Mgmt For For
PAULA STERN Mgmt For For
LAWRENCE A. WEINBACH Mgmt For For
2 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM.
3 APPROVAL OF 2010 STOCK INCENTIVE PLAN. Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
BANCO BILBAO VIZCAYA ARGENTARIA SA, BILBAO Agenda Number: 702231856
--------------------------------------------------------------------------------------------------------------------------
Security: E11805103 Meeting Type: OGM
Ticker: Meeting Date: 11-Mar-2010
ISIN: ES0113211835
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SECOND CALL ON
12 MAR 2010. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE
AGENDA IS AMENDED. THANK YOU.
1. Approve the annual accounts and the Management Mgmt For For
Report
2.1 Ratify and re-elect Mr. Francisco Gonzalez Rodriguez Mgmt For For
as a Board Member
2.2 Ratify and re-elect Mr. Angel Cano Fernandez Mgmt For For
as a Board Member
2.3 Re-elect Mr. Ramon Bustamante Y De La Mora as Mgmt For For
a Board Member
2.4 Re-elect Mr. Ignacio Ferrero Jordi as a Board Mgmt For For
Member
3. Grant authority to purchase own shares Mgmt For For
4. Approve of the retribution program in shares Mgmt For For
in 2010 and 2011 for the Managers
5. Re-elect the Auditors Mgmt For For
6. Approve the delegation of powers Mgmt For For
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting
OF RECORD DATE. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
BANCO SANTANDER SA, SANTANDER Agenda Number: 702414789
--------------------------------------------------------------------------------------------------------------------------
Security: E19790109 Meeting Type: OGM
Ticker: Meeting Date: 11-Jun-2010
ISIN: ES0113900J37
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting
IN MEETING DATE FROM 10 JUN 2010 TO 11 JUN
2010. IF YOU HAVE ALREADY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
1 Approve the annual accounts balance sheet, Mgmt For For
profit and loss account, state of recognized
income and expense, total state of changes
in equity, cash flow statement and annual
report and the management of Banco Santander,
SA and its consolidated group, all with
respect to the YE 31 DEC 2009
2 Approve the application for tax year 2009 Mgmt For For
3.a Appointment of D. Becerro de Bengoa Jado Angel Mgmt For For
as a Director
3.b Re-election of D. Francisco Javier Botin-Sanz Mgmt For For
De Sautuola and O Shea Tercero as the Directors
3.c Re-election of Ms Isabel Tocino Biscarolasaga Mgmt For For
as a Director
3.d Re-election of D. Fernando de Asua Alvarez as Mgmt For For
a Director
3.e Re-election of D. Alfredo Saenz Abad as a Director Mgmt For For
4 Re-appointment of Auditor for the year 2010 Mgmt For For
5 Authorize the bank and its subsidiaries to acquire Mgmt For For
own shares pursuant to the provisions of Article
75 of the Companies Act, thereby canceling
the unused portion of the authorization granted
by the AGM of shareholders on 19 JUN 2009
6 Approve the delegation to the Board of Directors Mgmt For For
of the power to execute the agreement adopted
by the Board to increase the share capital
in accordance with the provisions of Article
153.1) of the Companies Act, nullifying the
authority granted by the said general meeting
of 19 JUN 2009
7.a Approve the increased capital by the amount Mgmt For For
determined under the terms of the deal by issuing
new ordinary shares of medium 0.5 par value
each, without premium, in the same class
and series as those currently in circulation
, from voluntary reserves from retained
earnings, forecast allowance can express
incomplete, with authority to delegate his
time in the executive committee, to set
the conditions the increase in all matters
not covered by the general meeting, make
losactos necessary for their execution, adapt
the wording of paragraphs 1 and 2 of section
5 of the Bylaws to the new amount of share
capital and provide public and private documents
as are necessary for the execution of the
increase, application to the competent bodies,
national and foreign, COTND..
CONTD ..CONTD for admission to trading of the new Non-Voting
shares on the Stock Exchanges of Madrid, Barcelona,
Bilbao and Valencia, through the automated
quotation system continuous market
and the Stock foreign securities traded in
the shares of Banco Santander Lisbon,
London, Milan, Buenos Aires, Mexico and,
through ADSs, in the New York Stock Exchange
, as required at each one of them
7.b Approve to increased capital by the amount determined Mgmt For For
under the terms of the deal by issuing new
ordinary shares of medium 0.5 par value each,
without premium, in the same class and series
as those currently in circulation , from
voluntary reserves from retained earnings,
forecast allowance can express incomplete,
delegation of powers to the Board of Directors,
with authority to delegate his time in
the Executive Committee, to set the
conditions the increase in all matters not
covered by the General Board, perform
the acts required for their execution, adapt
the wording of paragraphs 1 and 2
of Article 5 of the Bylaws to the new amount
of share capital and provide public and
private documents as are necessary for the
execution of the increase, application
to the competent bodies, national and foreign,
CONTD..
CONTD ..CONT for admission to trading of the new shares Non-Voting
on the Stock Exchanges of Madrid, Barcelona,
Bilbao and Valencia, through the Automated
Quotation System Continuous Market
and the Stock foreign securities traded in
the shares of Banco Santander Lisbon,
London, Milan, Buenos Aires, Mexico and,
through ADSs, in the New York Stock Exchange
, as required At each one of them
8 Approve the delegation to the Board of Directors Mgmt For For
of the power to issue simple fixed income securities
or debt instruments of similar nature including
cedulas, promissory notes or warrants
, as well as debt securities convertible
or exchangeable into shares of society, in
relation to fixed income securities convertible
or exchangeable into shares of the Company,
setting criteria for the determination
of the bases and conditions for the conversion
and / or exchange and attribution to the Board
of Directors of the powers of increase in el
capital the amount necessary, so as to exclude
the preferential subscription right of shareholders,
to rescind the unused portion of the
delegation conferred by the agreement Ninth
II of the ordinary general meeting
of shareholders of 19 JUN 2009
9.a Approve the policy of long-term incentives granted Mgmt For For
by the Board of Directors, new courses relating
to specific actions plans for delivery of Santander
for execution by the Bank and Santander Group
companies and linked to the evolution
of total return to shareholders or certain
requirements for permanence and evolution
of the Group
9.b Approve the incentive scheme for employees of Mgmt For For
UK Plc Santander, and other Group companies
in the UK by the Bank's stock options and linked
to the contribution of monetary amounts
and certain newspapers stay requirements
10 Authorize the Board of Directors to interpret, Mgmt For For
correct, add, implementation and development
of agreements adopted by the Board, so as to
substitute the powers received from the Board
and granting of powers to the elevation to
instrument public of such agreements
11 Receive the report on the remuneration policy Mgmt For For
for Directors
--------------------------------------------------------------------------------------------------------------------------
BANK OF AMERICA CORPORATION Agenda Number: 933183218
--------------------------------------------------------------------------------------------------------------------------
Security: 060505104 Meeting Type: Special
Ticker: BAC Meeting Date: 23-Feb-2010
ISIN: US0605051046
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 A PROPOSAL TO ADOPT AN AMENDMENT TO THE BANK Mgmt For For
OF AMERICA CORPORATION AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
FROM 10 BILLION TO 11.3 BILLION.
02 A PROPOSAL TO APPROVE THE ADJOURNMENT OF THE Mgmt For For
SPECIAL MEETING, IF NECESSARY OR APPROPRIATE,
TO SOLICIT ADDITIONAL PROXIES, IN THE EVENT
THAT THERE ARE NOT SUFFICIENT VOTES AT THE
TIME OF THE SPECIAL MEETING TO APPROVE THE
PROPOSAL SET FORTH IN ITEM 1.
--------------------------------------------------------------------------------------------------------------------------
BANK OF AMERICA CORPORATION Agenda Number: 933203111
--------------------------------------------------------------------------------------------------------------------------
Security: 060505104 Meeting Type: Annual
Ticker: BAC Meeting Date: 28-Apr-2010
ISIN: US0605051046
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: SUSAN S. BIES Mgmt For For
1B ELECTION OF DIRECTOR: WILLIAM P. BOARDMAN Mgmt For For
1C ELECTION OF DIRECTOR: FRANK P. BRAMBLE, SR. Mgmt For For
1D ELECTION OF DIRECTOR: VIRGIS W. COLBERT Mgmt For For
1E ELECTION OF DIRECTOR: CHARLES K. GIFFORD Mgmt For For
1F ELECTION OF DIRECTOR: CHARLES O. HOLLIDAY, JR. Mgmt For For
1G ELECTION OF DIRECTOR: D. PAUL JONES, JR. Mgmt For For
1H ELECTION OF DIRECTOR: MONICA C. LOZANO Mgmt For For
1I ELECTION OF DIRECTOR: THOMAS J. MAY Mgmt For For
1J ELECTION OF DIRECTOR: BRIAN T. MOYNIHAN Mgmt For For
1K ELECTION OF DIRECTOR: DONALD E. POWELL Mgmt For For
1L ELECTION OF DIRECTOR: CHARLES O. ROSSOTTI Mgmt For For
1M ELECTION OF DIRECTOR: ROBERT W. SCULLY Mgmt For For
02 A PROPOSAL TO RATIFY THE REGISTERED INDEPENDENT Mgmt For For
PUBLIC ACCOUNTING FIRM FOR 2010
03 A PROPOSAL TO ADOPT AN AMENDMENT TO THE BANK Mgmt For For
OF AMERICA AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK FROM 11.3
BILLION TO 12.8 BILLION
04 AN ADVISORY (NON-BINDING) VOTE APPROVING EXECUTIVE Mgmt For For
COMPENSATION
05 A PROPOSAL TO APPROVE AN AMENDMENT TO THE 2003 Mgmt For For
KEY ASSOCIATE STOCK PLAN
06 STOCKHOLDER PROPOSAL - DISCLOSURE OF GOVERNMENT Shr Against For
EMPLOYMENT
07 STOCKHOLDER PROPOSAL - NON-DEDUCTIBLE PAY Shr For Against
08 STOCKHOLDER PROPOSAL - SPECIAL STOCKHOLDER MEETINGS Shr For Against
09 STOCKHOLDER PROPOSAL - ADVISORY VOTE ON EXECUTIVE Shr For Against
COMPENSATION
10 STOCKHOLDER PROPOSAL - SUCCESSION PLANNING Shr For Against
11 STOCKHOLDER PROPOSAL - DERIVATIVES TRADING Shr For Against
12 STOCKHOLDER PROPOSAL - RECOUP INCENTIVE COMPENSATION Shr For Against
--------------------------------------------------------------------------------------------------------------------------
BARCLAYS PLC, LONDON Agenda Number: 702045293
--------------------------------------------------------------------------------------------------------------------------
Security: G08036124 Meeting Type: OGM
Ticker: Meeting Date: 06-Aug-2009
ISIN: GB0031348658
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Authorize the Directors the proposed disposal Mgmt For For
by Barclays Plc of the Barclays Global Investors
business and ancillary arrangements, pursuant
to the BGI Disposal Agreement [as specified
in the circular to shareholders dated 09 JUL
2009] in the manner and on the terms and conditions
of the BGI Disposal Agreement and which, as
described in the circular, comprises a Class
1 transaction under the Listing Rules, to take
all such steps as may be necessary or desirable
in relation thereto and to carry the same into
effect with such modifications, variations,
revisions or amendment [providing such modifications,
variation or amendments are not of a material
nature] as they shall deem necessary or desirable
--------------------------------------------------------------------------------------------------------------------------
BARCLAYS PLC, LONDON Agenda Number: 702326629
--------------------------------------------------------------------------------------------------------------------------
Security: G08036124 Meeting Type: AGM
Ticker: Meeting Date: 30-Apr-2010
ISIN: GB0031348658
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the reports of the Directors and Auditors Mgmt For For
and the audited accounts of the Company for
the YE 31 DEC 2009
2 Approve the remuneration report for the YE 31 Mgmt For For
DEC 2009
3 Re-elect Reuben Jeffery III as Director of the Mgmt For For
Company
4 Re-elect Marcus Aglus as a Director of the Company Mgmt For For
5 Re-elect David Booth as a Director of the Company Mgmt For For
6 Re-elect Sir Richard Broadbent as a Director Mgmt For For
of the Company
7 Re-elect Sir Michael Rake as a Director of the Mgmt For For
Company
8 Re-elect Sir Andrew Likierman as a Director Mgmt For For
of the Company
9 Re-elect Chris Lucas as a Director of the Company Mgmt For For
10 Re-appoint PricewaterhouseCoopers LLP, Chartered Mgmt For For
Accountants and Registered Auditors, as the
Auditors of the Company to hold office from
the conclusion of this meeting until the conclusion
of the next AGM at which accounts are laid
before the Company
11 Authorize the Directors to set the remuneration Mgmt For For
of the Auditors
12 Authorize the Company, in accordance with Section Mgmt For For
366 of the Companies Act 2006 [the 2006 Act]
the Company and any Company which, at any time
during the period for which this resolution
has effect, is a subsidiary of the Company
to a) make political donations to political
organizations not exceeding GBP 25,000 in total
and b) incur political expenditure not exceeding
GBP 100,000 in total, in each case during the
period commencing on the date of this resolution
and ending on the date of the AGM of the Company
to be held in 2011 or on 30 JUN 2011, provided
that the maximum amounts as specified may consist
of sums in any currency converted into sterling
at such rate as the Board may in its absolute
discretion determine for the purposes of this
resolution, the terms political donations political
organizations and political expenditure shall
have the meanings given to them in Sections
363 to 365 of the 2006 Act
13 Authorize the Directors, in substitution for Mgmt For For
all existing authorities, pursuant to Section
551 of the 2006 Act to exercise all the powers
of the Company to; a) allot shares [as defined
in Section 540 of the 2006 Act] in the Company
or grant rights to subscribe for or to convert
any security into shares in the Company up
to an aggregate nominal amount of GBP 1,043,323,357,
GBP 77,500,000, EUR 40,000,000 and 1F4,000,000,000;
b) allot equity securities [as specified in
Section 560 of the 2006 Act] up to an aggregate
nominal amount of GBP 2,006,646,714 [such amount
to be reduced by the aggregate nominal amount
of ordinary shares allotted or rights to subscribe
for or to convert any securities into ordinary
shares in the Company granted under this Resolution
13] in connection with an offer by way of a
rights issue: i) to ordinary shareholders in
proportion [as nearly as maybe practicable]
to their existing holdings; and ii) to holders
of other equity securities [as defined in Section
560 of the 2006 Act] as required by the rights
of those securities, or subject to such rights,
as the Directors otherwise consider necessary,
and so that the Directors may impose any limits
or restrictions and make any arrangements which
they consider necessary or appropriate to deal
with treasury shares, fractional entitlements,
record dates, legal, regulatory or practical
problems in, or under the laws of, any territory
or any other matter, [Authority expires the
earlier of the end of the AGM of the Company
to be held in 2011 or the close of business
on 30 JUN 2011]; the Company may make offers
and enter into agreements before the authority
expires which would, or might require shares
to be allotted or rights to subscribe for or
to convert any security into shares to be granted
after the authority expires and the Directors
may allot shares or grant such rights under
any such offer or agreement as if the authority
had not expired
S.14 Authorize the Directors, in substitution for Mgmt For For
all existing powers, and subject to the passing
of Resolution 13, pursuant to Section 570 of
the 2006 Act to allot equity securities [as
defined in Section 560 of the 2006 Act] for
cash, pursuant to the authority granted Resolution
13 and/or where the allotment constitutes an
allotment of equity securities by virtue of
Section 560(3) of the 2006 Act, in each case
free of the restriction in Section 561 of the
2006 Act, such power to be limited: [a] to
the allotment of equity securities in connection
with an offer of equity securities [but in
case of an allotment pursuant to the authority
granted by Paragraph [b] of Resolution 13,
such power shall be limited to the allotment
of equity securities in connection with an
offer by way of a rights issue only]: [i] to
ordinary shareholders in proportion [as nearly
as may be practicable to their existing holdings;]
[ii] to holders of other equity securities
[as defined in Section 560 of the 2006 Act],
as required by the rights of those securities
or, subject to such rights, as the Directors
otherwise consider necessary, and so that the
Directors may impose any limits or restrictions
and make any arrangements which they consider
necessary or appropriate to deal with treasury
shares, fractional entitlements, record dates,
legal, regulatory or practical problems in,
or under the laws of any territory or any other
matter; and [b] to the allotment of equity
securities, pursuant to the authority granted
by paragraph [a] of resolution 13 and/or an
allotment of equity securities by virtue of
Section 560(3) of the 2006 Act, [in each case
otherwise than in the circumstances as specified
in this resolution] up to a nominal amount
of GBP 150,498,503 representing no more than
5% of the issued ordinary share capital as
at 05 MAR 2010; compliance with that limit
shall be calculated, in the case of equity
securities which are rights to subscribe for,
or to convert securities into , ordinary shares
[as defined in Section 560 of the 2006 Act]
by reference to the aggregate nominal amount
of relevant shares which may be allotted pursuant
to such rights, [Authority expires the earlier
of the end of the AGM of the Company to be
held in 2011 or the close of business on 30
JUN 2011] the Company may make offers and enter
into agreements before the power expires which
would or might, require equity securities to
be allotted after the power expires and the
Directors may allot equity securities under
any such offer or agreement as if the power
had not expired
S.15 Authorize the Company for the purposes of Section Mgmt For For
701 of the 2006 Act to make market purchases
[within the meaning of Section 701 of the 2006
Act] on the London Stock Exchange of up to
an aggregate of 1,203,988,028 ordinary shares
of25 p each in its capital, and may hold such
shares as treasury shares, provided that: a)
the minimum price [exclusive of expenses] which
may be paid for each ordinary share is not
less than 25p; b) the maximum price [exclusive
of expenses] which may be paid for each ordinary
share shall not be more than the higher of
[1] 105% of the average of the market values
of the ordinary shares [as derived from the
Daily official list of the London Stock Exchange]
for the 5 business days immediately preceding
the date on which the purchase is made and
ii) that stipulated by Article 5(1) of the
Buy-back and Stabilization Regulation [EC 2273/2003);
and c) [Authority expires the earlier of the
end of the AGM of the Company to be held in
2011 or the close of business on 30 JUN 2011];
[except in relation to any purchase of shares
the contract for which was concluded before
such date and which would or might be executed
wholly or partly after such date]
S.16 Authorize the Directors to call general meetings Mgmt For For
[other than an AGM] on not less than 14 clear
days notice, such authority to expire at the
end of the AGM of the Company to be held in
2011 or the close of the business on 30 JUN
2011, whichever is the earlier
S.17 Amend the Articles of Association of the Company Mgmt For For
by deleting all the provisions of the Company's
Memorandum of Association which, by virtue
of Section 28 of the 2006 Act, are to be treated
as provisions of the Company's Articles of
Association; and adopt the Articles of Association,
as specified as the Articles of Association
of the Company in substitution for, and to
the exclusion of the existing Articles of Association
18 Approve and adopt the rules of the Barclays Mgmt For For
Group SAYE Share Option Scheme, as specified,
and authorize the Directors to: a) to do such
acts and things necessary or expenditure for
the purposes of implementing and giving effect
to the Sharesave Plan, including making any
changes to the draft rules of the Sharesave
Plan in order to obtain HM Renevue & Customs
approval; and b) establish such appendicies
schedules, supplements or further schemes based
on Sharesave Plan but modified to take advantage
of or to comply with, local tax, exchange control
or securities laws in jurisdictions outside
in UK, provided that any ordinary shares made
available under any such appendices, schedules,
supplements or further schemes are treated
as counting against the limits and overall
participation in the Sharesave Plan
--------------------------------------------------------------------------------------------------------------------------
BAXTER INTERNATIONAL INC. Agenda Number: 933211726
--------------------------------------------------------------------------------------------------------------------------
Security: 071813109 Meeting Type: Annual
Ticker: BAX Meeting Date: 04-May-2010
ISIN: US0718131099
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: BLAKE E. DEVITT Mgmt For For
1B ELECTION OF DIRECTOR: JOHN D. FORSYTH Mgmt For For
1C ELECTION OF DIRECTOR: GAIL D. FOSLER Mgmt For For
1D ELECTION OF DIRECTOR: CAROLE J. SHAPAZIAN Mgmt For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM.
03 SHAREHOLDER PROPOSAL RELATING TO SIMPLE MAJORITY Shr For Against
VOTING.
--------------------------------------------------------------------------------------------------------------------------
BAYERISCHE MOTORENWERKE AG BMW, MUENCHEN Agenda Number: 702320754
--------------------------------------------------------------------------------------------------------------------------
Security: D12096109 Meeting Type: AGM
Ticker: Meeting Date: 18-May-2010
ISIN: DE0005190003
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
AS A CONDITION OF VOTING, GERMAN MARKET REGULATIONS Non-Voting
REQUIRE THAT YOU DISCLOSE WHETHER YOU HAVE
A CONTROLLING OR PERSONAL INTEREST IN THIS
COMPANY. SHOULD EITHER BE THE CASE, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
SO THAT WE MAY LODGE YOUR INSTRUCTIONS ACCORDINGLY.
IF YOU DO NOT HAVE A CONTROLLING OR PERSONAL
INTEREST, SUBMIT YOUR VOTE AS USUAL THANK YOU
PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS Non-Voting
MEETING IS 27 APR 2010, WHEREAS THE MEETING
HAS BEEN SETUP USING THE ACTUAL RECORD DATE
- 1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT
ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH
THE GERMAN LAW. THANK YOU
1. Presentation of the financial statements and Non-Voting
annual report for the 2009 FY with the report
of the Supervisory Board, the 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 197,185,418.64 as follows: payment
of a dividend of EUR 0.30 per ordinary share
Payment of a dividend of EUR 0.32 per preference
share Ex-dividend and payable date: 19 MAY
2010
3. Ratification of the acts of the Board of Managing Mgmt For For
Directors
4. Ratification of the acts of the Supervisory Mgmt For For
Board
5. Appointment of Auditors for the 2010 FY: KPMG Mgmt Against Against
AG, Berlin
6. Election of Henning Kagermann to the Supervisory Mgmt Against Against
Board
7. Amendments to the Articles of Association in Mgmt For For
connection with the Shareholder Rights Directive
Implementation Law [ARUG] Section 17 shall
be amended to reflect the permissibility of
absentee voting and the facilitation of proxy
voting
8. Approval of the compensation system for the Mgmt For For
Board of Managing Directors, to be explained
in detail at the shareholders meeting
9. Resolution on the update of the profit transfer Mgmt For For
agreements with the Companys subsidiaries Bavaria
Wirtschaftsagentur GmbH, BMW Anlagen Verwaltungs
GmbH, BMW Bank GmbH, BMW Fahrzeugtechnik GmbH,
BMW Forschung und Technik GmbH, BMW INTEC Be
teiligungs GmbH, BMW Leasing GmbH, BMW M GmbH
Gesellschaft fuer individuelle Automobile,
and BMW Verwaltungs GmbH
--------------------------------------------------------------------------------------------------------------------------
BEST BUY CO., INC. Agenda Number: 933274792
--------------------------------------------------------------------------------------------------------------------------
Security: 086516101 Meeting Type: Annual
Ticker: BBY Meeting Date: 24-Jun-2010
ISIN: US0865161014
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
LISA M. CAPUTO Mgmt For For
BRIAN J. DUNN Mgmt For For
KATHY J. HIGGINS VICTOR Mgmt For For
ROGELIO M. REBOLLEDO Mgmt For For
GERARD R. VITTECOQ Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING FEBRUARY 26, 2011.
--------------------------------------------------------------------------------------------------------------------------
BHP BILLITON LIMITED Agenda Number: 933149329
--------------------------------------------------------------------------------------------------------------------------
Security: 088606108 Meeting Type: Annual
Ticker: BHP Meeting Date: 26-Nov-2009
ISIN: US0886061086
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO RECEIVE THE 2009 FINANCIAL STATEMENTS AND Mgmt For For
REPORTS FOR BHP BILLITON LIMITED AND BHP BILLITON
PLC
02 TO RE-ELECT MR CARLOS CORDEIRO AS A DIRECTOR Mgmt For For
OF BHP BILLITON LIMITED AND BHP BILLITON PLC
03 TO RE-ELECT MR DAVID CRAWFORD AS A DIRECTOR Mgmt For For
OF BHP BILLITON LIMITED AND BHP BILLITON PLC
04 TO RE-ELECT THE HON E GAIL DE PLANQUE AS A DIRECTOR Mgmt For For
OF BHP BILLITON LIMITED AND BHP BILLITON PLC
05 TO RE-ELECT MR MARIUS KLOPPERS AS A DIRECTOR Mgmt For For
OF BHP BILLITON LIMITED AND BHP BILLITON PLC
06 TO RE-ELECT MR DON ARGUS AS A DIRECTOR OF BHP Mgmt For For
BILLITON LIMITED AND BHP BILLITON PLC
07 TO ELECT MR WAYNE MURDY AS A DIRECTOR OF BHP Mgmt For For
BILLITON LIMITED AND BHP BILLITON PLC
08 TO REAPPOINT KPMG AUDIT PLC AS THE AUDITOR OF Mgmt For For
BHP BILLITON PLC
09 TO RENEW THE GENERAL AUTHORITY TO ISSUE SHARES Mgmt For For
IN BHP BILLITON PLC
10 TO RENEW THE DISAPPLICATION OF PRE-EMPTION RIGHTS Mgmt For For
IN BHP BILLITON PLC
11 TO APPROVE THE REPURCHASE OF SHARES IN BHP BILLITON Mgmt For For
PLC
12A TO APPROVE THE CANCELLATION OF SHARES IN BHP Mgmt For For
BILLITON PLC HELD BY BHP BILLITON LIMITED ON
30 APRIL 2010
12B TO APPROVE THE CANCELLATION OF SHARES IN BHP Mgmt For For
BILLITON PLC HELD BY BHP BILLITON LIMITED ON
17 JUNE 2010
12C TO APPROVE THE CANCELLATION OF SHARES IN BHP Mgmt For For
BILLITON PLC HELD BY BHP BILLITON LIMITED ON
15 SEPTEMBER 2010
12D TO APPROVE THE CANCELLATION OF SHARES IN BHP Mgmt For For
BILLITON PLC HELD BY BHP BILLITON LIMITED ON
11 NOVEMBER 2010
13 TO APPROVE THE 2009 REMUNERATION REPORT Mgmt For For
14 TO APPROVE THE GRANT OF AWARDS TO MR MARIUS Mgmt For For
KLOPPERS UNDER THE GIS AND THE LTIP
--------------------------------------------------------------------------------------------------------------------------
BNP PARIBAS Agenda Number: 702345770
--------------------------------------------------------------------------------------------------------------------------
Security: F1058Q238 Meeting Type: MIX
Ticker: Meeting Date: 12-May-2010
ISIN: FR0000131104
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
- French Resident Shareowners must complete, sign Non-Voting
and forward the Proxy Card directly to the
sub custodian. Please contact your Client Service
Representative to obtain the necessary
card, account details and directions. The
following applies to Non-Resident Shareowners:
Proxy Cards: Voting instructions will be
forwarded to the Global Custodians that have
become Registered Intermediaries, on the
Vote Deadline Date. In capacity as
Registered Intermediary, the Global Custodian
will sign the Proxy Card and forward to
the local custodian. If you are unsure whether
your Global Custodian acts as Registered
Intermediary, please contact your representative
- PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting
INFORMATION IS AVAILABLE BY CLICKING ON
THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2010/0310/201003101000643.pdf:
https://balo.journal-officiel.gouv.fr/pdf/2010/0407/201004071001050.pdf:
O.1 Approve the balance sheet and the consolidated Mgmt For For
financial statements for the FYE on 31 DEC
2009
O.2 Approve the balance sheet and the financial Mgmt For For
statements for the FYE on 31 DEC 2009
O.3 Approve the allocation of income for the FYE Mgmt For For
on 31 DEC 2009 and distribution of the dividend
O.4 Approve the Statutory Auditors' special report Mgmt For For
on 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,
but also between companies of a group and
mutual leaders of the Company
O.5 Authorize the BNP Paribas to repurchase its Mgmt For For
own shares
O.6 Approve the renewal of Mr. Louis Schweitzer's Mgmt Against Against
term as Board member
O.7 Appointment of Mr. Michel Tilmant as Board member Mgmt For For
O.8 Appointment of Mr. Emiel Van Broekhoven as Board Mgmt For For
member
O.9 Appointment of Mrs. Meglena Kuneva as Board Mgmt For For
member
O.10 Appointment of Mr. Jean-Laurent Bonnafe as Board Mgmt For For
Member
O.11 Approve the setting the amount of attendances Mgmt For For
allowances
E.12 Approve the issuance, with preferential subscription Mgmt For For
rights, of common shares and securities giving
access to the capital or entitling to allocation
of debt securities
E.13 Approve the issuance, with cancellation of preferential Mgmt For For
subscription rights, of common shares and
securities giving access to the capital or
entitling to allocation of debt securities
E.14 Approve the issuance, with cancellation of preferential Mgmt For For
subscription rights, of common shares and
securities giving access to the capital in
order to remunerate for securities provided
under public exchange offers
E.15 Approve the issuance, with cancellation of preferential Mgmt For For
subscription rights, of common shares in order
to remunerate for contributions of unlisted
securities within the limit of 10%
of the capital
E.16 Authorize the overall limitation for issuance Mgmt For For
with cancellation of preferential
subscription rights
E.17 Grant authority for the capital increase by Mgmt For For
incorporation of reserves or profits,
issuance premiums or contribution
E.18 Approve the overall limitation for issuance Mgmt For For
with or without preferential subscription
rights
E.19 Authorize the Board of Directors to carry out Mgmt For For
transactions reserved for Members of
the Company Saving Plan of BNP Paribas Group,
which may take the form of capital increases
and/or sales or transfers of reserved securities
E.20 Authorize the Board of Directors to reduce the Mgmt For For
capital by cancellation of shares
E.21 Approve the merger absorption of Fortis Banque Mgmt For For
France by BNP Paribas; consequential
increase of the share capital
E.22 Amend the Statutes consequential to the repurchase Mgmt For For
of preferred shares
E.23 Authorize the powers for the formalities Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
BOSTON PROPERTIES, INC. Agenda Number: 933230966
--------------------------------------------------------------------------------------------------------------------------
Security: 101121101 Meeting Type: Annual
Ticker: BXP Meeting Date: 18-May-2010
ISIN: US1011211018
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
MORTIMER B. ZUCKERMAN Mgmt For For
CAROL B. EINIGER Mgmt For For
DR. JACOB A. FRENKEL Mgmt For For
2 TO APPROVE AN AMENDMENT TO OUR AMENDED AND RESTATED Mgmt For For
CERTIFICATE OF INCORPORATION RELATING TO THE
ELECTION OF DIRECTORS.
3 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, 2010.
4 TO CONSIDER AND ACT UPON A STOCKHOLDER PROPOSAL Shr Against For
CONCERNING THE PREPARATION OF A SUSTAINABILITY
REPORT, IF PROPERLY PRESENTED AT THE MEETING.
5 TO CONSIDER AND ACT UPON A STOCKHOLDER PROPOSAL Shr Against For
CONCERNING AN INDEPENDENT BOARD CHAIRMAN, IF
PROPERLY PRESENTED AT THE ANNUAL MEETING.
--------------------------------------------------------------------------------------------------------------------------
BOSTON SCIENTIFIC CORPORATION Agenda Number: 933218302
--------------------------------------------------------------------------------------------------------------------------
Security: 101137107 Meeting Type: Annual
Ticker: BSX Meeting Date: 11-May-2010
ISIN: US1011371077
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: JOHN E. ABELE Mgmt For For
1B ELECTION OF DIRECTOR: KATHARINE T. BARTLETT Mgmt For For
1C ELECTION OF DIRECTOR: BRUCE L. BYRNES Mgmt For For
1D ELECTION OF DIRECTOR: NELDA J. CONNORS Mgmt For For
1E ELECTION OF DIRECTOR: J. RAYMOND ELLIOTT Mgmt For For
1F ELECTION OF DIRECTOR: MARYE ANNE FOX Mgmt For For
1G ELECTION OF DIRECTOR: RAY J. GROVES Mgmt Abstain Against
1H ELECTION OF DIRECTOR: ERNEST MARIO Mgmt Abstain Against
1I ELECTION OF DIRECTOR: N.J. NICHOLAS, JR. Mgmt For For
1J ELECTION OF DIRECTOR: PETE M. NICHOLAS Mgmt For For
1K ELECTION OF DIRECTOR: UWE E. REINHARDT Mgmt For For
1L ELECTION OF DIRECTOR: JOHN E. SUNUNU Mgmt For For
02 TO RATIFY APPOINTMENT OF ERNST & YOUNG LLP AS Mgmt For For
BOSTON SCIENTIFIC CORPORATION'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
03 TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY Mgmt Against Against
COME BEFORE THE MEETING OR ANY ADJOURNMENT
OR POSTPONEMENT THEREOF.
--------------------------------------------------------------------------------------------------------------------------
BP PLC Agenda Number: 702293539
--------------------------------------------------------------------------------------------------------------------------
Security: G12793108 Meeting Type: AGM
Ticker: Meeting Date: 15-Apr-2010
ISIN: GB0007980591
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To receive the report of the Directors and the Mgmt For For
accounts for the year ended 31 December 2009
2. To approve the Directors remuneration report Mgmt For For
for the year ended 31 December 2009
3. To elect Mr. P Anderson as a Director Mgmt For For
4. To elect Mr. A Burgmans as a Director Mgmt For For
5. To re-elect Mrs C B Carroll as a Director Mgmt For For
6. To re-elect Sir William Castell as a Director Mgmt For For
7. To re-elect Mr I C Conn as a Director Mgmt For For
8. To re-elect Mr G David as a Director Mgmt For For
9. To re-elect Mr I E L Davis as a Director Mgmt For For
10. To re-elect Mr R Dudely as a Director Mgmt For For
11. To re-elect Mr D J Flint as a Director Mgmt For For
12. To re-elect Dr B E Grote as a Director Mgmt For For
13. To re-elect Dr A B Hayward as a Director Mgmt For For
14. To re-elect Mr A G Inglis as a Director Mgmt For For
15. To re-elect Dr D S Julius as a Director Mgmt For For
16. To re-elect C-H Svanberg as a Director Mgmt For For
17. To reappoint Ernst & young LLP as Auditors from Mgmt For For
the conclusion of this meeting until the conclusion
of the next general meeting before which accounts
are laid and to authorize the Directors to
fix the Auditors remuneration
s.18 To adopt as the new Articles of Association Mgmt For For
of the Company the draft Articles of Association
set out in the document produced to the Meeting
and, for the purposes of identification, signed
by the chairman, so the new Articles of Association
apply in substitution for and to the exclusion
of the Company's existing Articles of Association
s.19 To authorize the Company generally and unconditionally Mgmt For For
to make market purchases (as defined in Section
693(4) of the Companies Act 2006) of ordinary
shares with nominal value of GBP 0.25 each
in the Company, provided that: a) the Company
does not purchase under this authority more
than 1.9 billion ordinary shares; b) the Company
does not pay less than GBP 0.25 for each share;
and c) the Company does not pay more for each
share than 5% over the average of the middle
market price of the ordinary shares for the
five business days immediately preceding the
date on which the Company agrees to buy the
shares concerned , based on share prices and
currency exchange rates published in the daily
Official List of the London Stock Exchange;
this authority shall continue for the period
ending on the date of the Annual General Meeting
in 2011 or 15 July 2011, whichever is the earlier,
provided that, if the Company has agreed before
this date to purchase ordinary shares where
these purchases will or may be executed after
the authority terminates (either wholly or
in part), the Company may complete such purchases
20 To renew, for the period ending on the date Mgmt For For
on the Annual General Meeting in 2011 or 15
July, whichever is the earlier, the authority
and power conferred on the Directors by the
Company's Articles of Association to allow
relevant securities up to an aggregate nominal
amount equal to the Section 551 amount (or,
is resolution 18 is not passed, equal to the
Section 80 amount) of GBP 3,143 million
s.21 To renew, for the period ending on the date Mgmt For For
on the Annual General Meeting in 2011 or 15
July, whichever is the earlier, the authority
and power conferred on the Directors by the
company's Articles of Association to allow
equity securities wholly for cash: a) in connection
with a right issue; b) otherwise than in connection
with rights issue up to an aggregate nominal
amount equal to the Section 561 amount (or,
is resolution 18 is not passed, equal to the
Section 80 amount) of USD 236 million
s.22 To authorize the calling of General Meetings Mgmt For For
of the Company (not being an Annual General
Meeting) by notice of at least 14 clear days
23. To approve the renewal of the BP Executive Directors Mgmt For For
Incentive Plan (the plan), a copy of which
is produced to the Meeting initiated by the
chairman for the purpose of identification,
for a further five years, and to authorize
the Directors to do all acts and things that
they may consider necessary or expedient to
carry the Plan into effect
24. Subject to the passing of Resolution 18, to Mgmt For For
authorize the Directors in accordance with
Article 142 of the new Articles of Association
to offer the holders of ordinary shares of
the Company, to the extent and in the manner
determined by the Directors, the right to elect(in
whole part), to receive new ordinary shares
(credited as fully paid) instead of cash, in
respect of any dividend as may be declared
by the Directors from time to time provided
that the authority conferred by this Resolution
shall expire prior to the conclusion of the
Annual General Meeting to be held in 2015
s.25 PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr Against For
Group members requisitioned the circulation
of the specified special resolution under the
provision of Section 338 of the Companies Act
2006. the supporting statement, supplied by
the requisitions together with the board response,
is set out in Appendix 4 ;that in order to
address our concerns for the long term success
of the Company arising from the risks associated
with the Sunrise SAGD Project, we as Shareholders
of the Company direct that the Audit Committee
or a risk Committee of the Board commissions
and reviews a report setting out the assumptions
made by the Company in deciding to proceed
with the Sunrise Project regarding future carbon
prices, oil price volatility, demand for oil,
anticipated regulation of greenhouse gas emissions
and legal and reputational risks arising from
local environmental damage and impairment of
traditional livelihoods. The findings of the
report and review should be reported to investors
in the Business Review section of the Company
s Annual Report presented to the Annual General
Meeting in 2011
PLEASE BE ADVISED THAT PROPOSAL #S.25 IS A SHAREHOLDER Non-Voting
PROPOSAL. THE MANAGEMENT RECOMMENDATION FOR
THIS RESOLUTION IS AGAINST.
FOR ADDITIONAL INFORMATION ON THE BELOW PLEASE Non-Voting
COPY AND PASTE THE LINK INTO YOUR INTERNET
BROWSER: Resolution 1: Annual Report and Accounts
http://www.bp.com/extendedsectiongenericarticle.do?categoryId=9021605&contentId=7040949
FOR ADDITIONAL INFORMATION ON THE BELOW PLEASE Non-Voting
COPY AND PASTE THE LINK INTO YOUR INTERNET
BROWSER: Resolution 2: Directors remuneration
report and Resolution 23: Approval of the Executive
Directors Incentive Plan http://www.bp.com/subsection.do?categoryId=9027659&contentId=7050551
FOR ADDITIONAL INFORMATION ON THE BELOW PLEASE Non-Voting
COPY AND PASTE THE LINK INTO YOUR INTERNET
BROWSER: Resolution 18: New Articles of Association
http://www.bp.com/liveassets/bp_internet/globalbp/globalbp_uk_english/set_branch/set_investors/STAGING/local_assets/
downloads/pdf/IC_AGM_articles_of_association_track_changes.pdf
FOR ADDITIONAL INFORMATION ON THE BELOW PLEASE Non-Voting
COPY AND PASTE THE LINK INTO YOUR INTERNET
BROWSER: Resolution 24: Scrip dividend http://www.bp.com/sectiongenericarticle.do?categoryId=9032416&contentId=7059476
FOR ADDITIONAL INFORMATION ON THE BELOW PLEASE Non-Voting
COPY AND PASTE THE LINK INTO YOUR INTERNET
BROWSER: Resolution 25: Shareholder Resolution
on oil sands http://www.bp.com/oilsands
FOR ADDITIONAL INFORMATION ON THE BELOW PLEASE Non-Voting
COPY AND PASTE THE LINK INTO YOUR INTERNET
BROWSER: BP AGM downloads http://www.bp.com/sectiongenericarticle.do?categoryId=9032417&contentId=7059465
--------------------------------------------------------------------------------------------------------------------------
BRISTOL-MYERS SQUIBB COMPANY Agenda Number: 933210609
--------------------------------------------------------------------------------------------------------------------------
Security: 110122108 Meeting Type: Annual
Ticker: BMY Meeting Date: 04-May-2010
ISIN: US1101221083
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: L. ANDREOTTI Mgmt For For
1B ELECTION OF DIRECTOR: L.B. CAMPBELL Mgmt For For
1C ELECTION OF DIRECTOR: J.M. CORNELIUS Mgmt For For
1D ELECTION OF DIRECTOR: L.J. FREEH Mgmt For For
1E ELECTION OF DIRECTOR: L.H. GLIMCHER, M.D. Mgmt For For
1F ELECTION OF DIRECTOR: M. GROBSTEIN Mgmt For For
1G ELECTION OF DIRECTOR: L. JOHANSSON Mgmt For For
1H ELECTION OF DIRECTOR: A.J. LACY Mgmt For For
1I ELECTION OF DIRECTOR: V.L. SATO, PH.D. Mgmt For For
1J ELECTION OF DIRECTOR: T.D. WEST, JR. Mgmt For For
1K ELECTION OF DIRECTOR: R.S. WILLIAMS, M.D. Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM.
03 APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION Mgmt For For
- SPECIAL STOCKHOLDER MEETINGS.
04 APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION Mgmt For For
- SUPERMAJORITY VOTING PROVISION - COMMON STOCK.
05 APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION Mgmt For For
- SUPERMAJORITY VOTING PROVISIONS - PREFERRED
STOCK.
06 EXECUTIVE COMPENSATION DISCLOSURE. Shr Against For
07 SHAREHOLDER ACTION BY WRITTEN CONSENT. Shr For Against
08 REPORT ON ANIMAL USE. Shr Against For
--------------------------------------------------------------------------------------------------------------------------
BRITISH AMERN TOB PLC Agenda Number: 702338131
--------------------------------------------------------------------------------------------------------------------------
Security: G1510J102 Meeting Type: AGM
Ticker: Meeting Date: 28-Apr-2010
ISIN: GB0002875804
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 647102 DUE TO CHANGE IN VOTING STATUS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1. Receive the accounts and the reports of the Mgmt For For
Directors and Auditors for the YE 31 DEC 2009
2. Approve the remuneration report of the Directors Mgmt For For
for the YE 31 DEC 2009
3. Declare a final dividend of 71.6p per ordinary Mgmt For For
share in respect of the YE 31 DEC 2009, payable
on 06 MAY 2010 to shareholders on the register
at the close of business on 12 MAR 2010
4. Re-appoint PricewaterhouseCoopers LLP as the Mgmt For For
Company's Auditors
5. Authorize the Directors to agree on the Auditors' Mgmt For For
remuneration
6.a Re-appoint Dr. Ana Maria Llopis as a Director Mgmt For For
who retires by rotation
6.b Re-appoint Christine Morin-Postel as a Director Mgmt For For
who retires by rotation
6.c Re-appoint Anthony Ruys as a Director who retires Mgmt For For
by rotation
7. Re-appoint Richard Burrows as a Director Mgmt For For
8. Authorize the Directors, in accordance with Mgmt For For
Section 551 of the Companies Act 2006, to allot
shares in the Company and to grant rights to
subscribe for, or to convert any security into,
shares in the Company ("Rights"): (a) up to
an aggregate nominal amount of GBP 166,391,574;
and (b) up to a further aggregate nominal amount
of GBP 166,391,574 provided that: (i) they
are equity securities (within the meaning of
Section 560(1) of the Companies Act 2006);
and (ii) they are offered by way of a rights
issue to holders ("shareholders") of ordinary
shares of 25p each in the capital of the Company
("ordinary shares") on the register of members
at such record dates as the Directors may determine
where the equity securities respectively attributable
to the interests of the shareholders CONTD
- CONTD are proportionate to the respective numbers Non-Voting
of ordinary shares held or deemed to be held
by them on any such record dates, subject to
such exclusions or other arrangements as the
Directors may deem necessary or expedient to
deal with treasury shares, fractional entitlements
or legal or practical problems arising under
the laws of any overseas territory or the requirements
of any regulatory body or stock exchange or
by virtue of shares being represented by depositary
receipts or any other matter, provided that
this; Authority shall expire on the date of
the next AGM of the Company after the passing
of this Resolution or, if earlier, on 28 JUL
2011 ; save that the Company shall be entitled
to make offers or agreements before the expiry
of such authority which would or might require
shares to be allotted or Rights to be granted
S.9 Authorize the Directors, pursuant to Sections Mgmt For For
570 and 573 of the Companies Act 2006, to allot
equity securities (within the meaning of Section
560 of that Act) for cash either pursuant to
the authority conferred by Resolution 8 above
or by way of a sale of treasury shares as if
Section 561(1) of that Act did not apply to
any such allotment, provided that this power
shall be limited to: (a) the allotment of equity
securities in connection with an offer of securities
(but in the case of the authority granted under
paragraph (b) of Resolution 8 by way of rights
issue only) in favor of the holders ("shareholders")
of ordinary shares of 25p each in the capital
of the Company ("ordinary shares") on the register
of members at such record dates as the Directors
may determine where the equity securities respectively
attributable to the interests CONTD
- CONTD of the shareholders are proportionate Non-Voting
(as nearly as may be practicable) to the respective
numbers of ordinary shares held or deemed to
be held by them on any such record dates, subject
to such exclusions or other arrangements as
the Directors may deem necessary or expedient
to deal with treasury shares, fractional entitlements
or legal or practical problems arising under
the laws of any overseas territory or the requirements
of any regulatory body or stock exchange or
by virtue of shares being represented by depositary
receipts or any other matter; and (b) the allotment
(otherwise than pursuant to paragraph (a) of
this Resolution 9) to any person or persons
of equity securities up to an aggregate nominal
amount of GBP 24,958,736 and shall expire upon
the expiry of the general authority conferred
by CONTD
- CONTD Resolution 8 above, save that the Company Non-Voting
shall be entitled to make offers or agreements
before the expiry of such power which would
or might require equity securities to be allotted
after such expiry and the Directors shall be
entitled to allot equity securities pursuant
to any such offer or agreement as if the power
conferred hereby had not expired
S.10 Authorize the Company, for the purposes of Section Mgmt For For
701 of the Companies Act 2006, to make market
purchases (within the meaning of Section 693
(4) of that Act ) of ordinary shares of 25p
each in the capital of the Company ("ordinary
shares") provided that: (a) the maximum number
of ordinary shares that may be purchased is
199.6 million representing approximately 10%
of the issued ordinary share capital of the
Company as at 19 March 2010; (b) the minimum
price that may be paid for an ordinary share
is 25p; (c) the maximum price that may be paid
for an ordinary share is an amount equal to
105% of the average of the middle-market prices
shown in the quotation for an ordinary share
as derived from the London Stock Exchange Daily
Official List for the five business days immediately
preceding the day on which the ordinary CONTD
- CONTD share is contracted to be purchased; Authority Non-Voting
shall expire on the date of the next AGM of
the Company after the passing of this Resolution
or, if earlier, on 28 JUL 2011 ; and the Company
shall be entitled to make offers or agreements
before the expiry of such authority which would
or might require shares to be allotted or Rights
to be granted (e) the Company may enter into
a contract to purchase its ordinary shares
under this authority prior to its expiry, which
contract will or may be executed wholly or
partly after such expiry, and may purchase
its ordinary shares in pursuance of any such
contract
S.11 Approve that a general meeting, other than an Mgmt For For
AGM, may be called on not less than 14 clear
days' notice
S.12 Adopt, with effect from the end of the meeting, Mgmt For For
pursuant to Resolution 13 being passed, the
form of the Articles of Association produced
to the meeting (the "New Articles") as the
Articles of Association of the Company in substitution
for, and to the exclusion of, the existing
Articles of Association of the Company; and,
if Resolution 13 has not been passed, adopt
the New Articles as the Articles of Association
of the Company in substitution for, and to
the exclusion of, the existing Articles of
Association of the Company save that Article
113 of the existing Articles of Association
shall be retained as Article 113 in the new
Articles of Association
S.13 Approve, that with effect from the end of the Mgmt For For
meeting: if Resolution 12 has been passed,
the new Articles of Association of the Company,
adopted with effect from the end of the meeting,
shall include the changes to Article 113 as
set out in the New Articles; and, if Resolution
12 has not been passed, amend the existing
Articles of Association of the Company by substituting
Article 113 as set out in the New Articles
for, and to the exclusion of, Article 113 of
the existing Articles of Association of the
Company
--------------------------------------------------------------------------------------------------------------------------
CARNIVAL CORPORATION Agenda Number: 933195097
--------------------------------------------------------------------------------------------------------------------------
Security: 143658300 Meeting Type: Annual
Ticker: CCL Meeting Date: 13-Apr-2010
ISIN: PA1436583006
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO RE-ELECT MICKY ARISON AS A DIRECTOR OF CARNIVAL Mgmt For For
CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC.
02 TO ELECT SIR JONATHON BAND AS A DIRECTOR OF Mgmt For For
CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL
PLC.
03 TO RE-ELECT ROBERT H. DICKINSON AS A DIRECTOR Mgmt For For
OF CARNIVAL CORPORATION AND AS A DIRECTOR OF
CARNIVAL PLC.
04 TO RE-ELECT ARNOLD W. DONALD AS A DIRECTOR OF Mgmt For For
CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL
PLC.
05 TO RE-ELECT PIER LUIGI FOSCHI AS A DIRECTOR Mgmt For For
OF CARNIVAL CORPORATION AND AS A DIRECTOR OF
CARNIVAL PLC.
06 TO RE-ELECT HOWARD S. FRANK AS A DIRECTOR OF Mgmt For For
CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL
PLC.
07 TO RE-ELECT RICHARD J. GLASIER AS A DIRECTOR Mgmt For For
OF CARNIVAL CORPORATION AND AS A DIRECTOR OF
CARNIVAL PLC.
08 TO RE-ELECT MODESTO A. MAIDIQUE AS A DIRECTOR Mgmt For For
OF CARNIVAL CORPORATION AND AS A DIRECTOR OF
CARNIVAL PLC.
09 TO RE-ELECT SIR JOHN PARKER AS A DIRECTOR OF Mgmt For For
CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL
PLC.
10 TO RE-ELECT PETER G. RATCLIFFE AS A DIRECTOR Mgmt For For
OF CARNIVAL CORPORATION AND AS A DIRECTOR OF
CARNIVAL PLC.
11 TO RE-ELECT STUART SUBOTNICK AS A DIRECTOR OF Mgmt For For
CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL
PLC.
12 TO RE-ELECT LAURA WEIL AS A DIRECTOR OF CARNIVAL Mgmt For For
CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC.
13 TO RE-ELECT RANDALL J. WEISENBURGER AS A DIRECTOR Mgmt For For
OF CARNIVAL CORPORATION AND AS A DIRECTOR OF
CARNIVAL PLC.
14 TO RE-ELECT UZI ZUCKER AS A DIRECTOR OF CARNIVAL Mgmt For For
CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC.
15 TO RE-APPOINT THE UK FIRM OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS INDEPENDENT AUDITORS FOR CARNIVAL PLC
AND TO RATIFY THE SELECTION OF THE U.S. FIRM
OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
FOR CARNIVAL CORPORATION.
16 TO AUTHORIZE THE AUDIT COMMITTEE OF CARNIVAL Mgmt For For
PLC TO AGREE THE REMUNERATION OF THE INDEPENDENT
AUDITORS OF CARNIVAL PLC.
17 TO RECEIVE THE UK ACCOUNTS AND REPORTS OF THE Mgmt For For
DIRECTORS AND AUDITORS OF CARNIVAL PLC FOR
THE YEAR ENDED NOVEMBER 30, 2009 (IN ACCORDANCE
WITH LEGAL REQUIREMENTS APPLICABLE TO UK COMPANIES).
18 TO APPROVE THE DIRECTORS' REMUNERATION REPORT Mgmt For For
OF CARNIVAL PLC FOR THE YEAR ENDED NOVEMBER
30, 2009 (IN ACCORDANCE WITH LEGAL REQUIREMENTS
APPLICABLE TO UK COMPANIES).
19 TO APPROVE THE GIVING OF AUTHORITY FOR THE ALLOTMENT Mgmt For For
OF NEW SHARES BY CARNIVAL PLC (IN ACCORDANCE
WITH CUSTOMARY PRACTICE FOR UK COMPANIES).
20 TO APPROVE THE DISAPPLICATION OF PRE-EMPTION Mgmt For For
RIGHTS IN RELATION TO THE ALLOTMENT OF NEW
SHARES BY CARNIVAL PLC (IN ACCORDANCE WITH
CUSTOMARY PRACTICE FOR UK COMPANIES).
21 TO APPROVE A GENERAL AUTHORITY FOR CARNIVAL Mgmt For For
PLC TO BUY BACK CARNIVAL PLC ORDINARY SHARES
IN THE OPEN MARKET (IN ACCORDANCE WITH LEGAL
REQUIREMENTS APPLICABLE TO UK COMPANIES DESIRING
TO IMPLEMENT SHARE BUY BACK PROGRAMS).
22 TO CONSIDER A SHAREHOLDER PROPOSAL. Shr Against For
--------------------------------------------------------------------------------------------------------------------------
CARREFOUR SA, PARIS Agenda Number: 702319698
--------------------------------------------------------------------------------------------------------------------------
Security: F13923119 Meeting Type: MIX
Ticker: Meeting Date: 04-May-2010
ISIN: FR0000120172
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
- French Resident Shareowners must complete, sign Non-Voting
and forward the Proxy Card directly to the
sub custodian. Please contact your Client Service
Representative to obtain the necessary
card, account details and directions. The
following applies to Non-Resident Shareowners:
Proxy Cards: Voting instructions will be
forwarded to the Global Custodians that have
become Registered Intermediaries, on the
Vote Deadline Date. In capacity as
Registered Intermediary, the Global Custodian
will sign the Proxy Card and forward to
the local custodian. If you are unsure whether
your Global Custodian acts as Registered
Intermediary, please contact your representative
- PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting
INFORMATION IS AVAILABLE BY CLICKING ON
THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2010/0329/201003291000913.pdf
O.1 Approve the financial statements Mgmt For For
O.2 Approve the consolidated financial statements Mgmt For For
O.3 Approve pursuant to Article L.225-42-1 of the Mgmt Against Against
Commercial Code
O.4 Approve pursuant to Article L.225-42-1 of the Mgmt For For
Commercial Code
O.5 Approve the allocation of income and setting Mgmt For For
of the dividend
O.6 Approve to renew Mrs. Anne-Claire Taittinger's Mgmt For For
term as a Board Member
O.7 Approve to renew Mr. Sebastien Bazin's term Mgmt For For
as a Board Member
O.8 Approve to renew Mr. Thierry Breton's term as Mgmt For For
a Board Member
O.9 Approve to renew Mr. Charles Edelstenne's term Mgmt For For
as a Board Member
O.10 Authorize the Board of Directors to operate Mgmt For For
on the Company's shares
E.11 Authorize the Board of Directors to reduce the Mgmt For For
share capital
E.12 Authorize the Board of Directors to grant options Mgmt Against Against
to purchase shares of the Company in favor
of the Employees or Officers of the Company
or its Subsidiaries
E.13 Authorize the Board of Directors to carry out Mgmt Against Against
free allocations of shares with or without
performance conditions, in favor of the Employees
or Corporate Officers of the Company or
its Subsidiaries
--------------------------------------------------------------------------------------------------------------------------
CELGENE CORPORATION Agenda Number: 933268701
--------------------------------------------------------------------------------------------------------------------------
Security: 151020104 Meeting Type: Annual
Ticker: CELG Meeting Date: 16-Jun-2010
ISIN: US1510201049
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
SOL J. BARER, PH.D. Mgmt For For
ROBERT J. HUGIN Mgmt For For
MICHAEL D. CASEY Mgmt For For
CARRIE S. COX Mgmt For For
RODMAN L. DRAKE Mgmt For For
GILLA KAPLAN, PH.D. Mgmt For For
JAMES J. LOUGHLIN Mgmt For For
ERNEST MARIO, PH.D. Mgmt For For
WALTER L. ROBB, 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, 2010.
--------------------------------------------------------------------------------------------------------------------------
CHEVRON CORPORATION Agenda Number: 933241743
--------------------------------------------------------------------------------------------------------------------------
Security: 166764100 Meeting Type: Annual
Ticker: CVX Meeting Date: 26-May-2010
ISIN: US1667641005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: S.H. ARMACOST Mgmt For For
1B ELECTION OF DIRECTOR: L.F. DEILY Mgmt For For
1C ELECTION OF DIRECTOR: R.E. DENHAM Mgmt For For
1D ELECTION OF DIRECTOR: R.J. EATON Mgmt For For
1E ELECTION OF DIRECTOR: C. HAGEL Mgmt For For
1F ELECTION OF DIRECTOR: E. HERNANDEZ Mgmt For For
1G ELECTION OF DIRECTOR: F.G. JENIFER Mgmt For For
1H ELECTION OF DIRECTOR: G.L. KIRKLAND Mgmt For For
1I ELECTION OF DIRECTOR: S. NUNN Mgmt For For
1J ELECTION OF DIRECTOR: D.B. RICE Mgmt For For
1K ELECTION OF DIRECTOR: K.W. SHARER Mgmt For For
1L ELECTION OF DIRECTOR: C.R. SHOEMATE Mgmt For For
1M ELECTION OF DIRECTOR: J.G. STUMPF Mgmt For For
1N ELECTION OF DIRECTOR: R.D. SUGAR Mgmt For For
1O ELECTION OF DIRECTOR: C. WARE Mgmt For For
1P ELECTION OF DIRECTOR: J.S. WATSON Mgmt For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM
03 AMENDMENT TO CHEVRON'S BY-LAWS TO REDUCE THE Mgmt For For
PERCENTAGE OF STOCKHOLDINGS REQUIRED FOR STOCKHOLDERS
TO CALL FOR SPECIAL MEETINGS
04 APPOINTMENT OF AN INDEPENDENT DIRECTOR WITH Shr For Against
ENVIRONMENTAL EXPERTISE
05 HOLDING EQUITY-BASED COMPENSATION THROUGH RETIREMENT Shr For Against
06 DISCLOSURE OF PAYMENTS TO HOST GOVERNMENTS Shr Against For
07 GUIDELINES FOR COUNTRY SELECTION Shr Against For
08 FINANCIAL RISKS FROM CLIMATE CHANGE Shr Against For
09 HUMAN RIGHTS COMMITTEE Shr Against For
--------------------------------------------------------------------------------------------------------------------------
COLGATE-PALMOLIVE COMPANY Agenda Number: 933208539
--------------------------------------------------------------------------------------------------------------------------
Security: 194162103 Meeting Type: Annual
Ticker: CL Meeting Date: 07-May-2010
ISIN: US1941621039
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: JOHN T. CAHILL Mgmt For For
1B ELECTION OF DIRECTOR: IAN COOK Mgmt For For
1C ELECTION OF DIRECTOR: HELENE D. GAYLE Mgmt For For
1D ELECTION OF DIRECTOR: ELLEN M. HANCOCK Mgmt For For
1E ELECTION OF DIRECTOR: JOSEPH JIMENEZ Mgmt For For
1F ELECTION OF DIRECTOR: DAVID W. JOHNSON Mgmt For For
1G ELECTION OF DIRECTOR: RICHARD J. KOGAN Mgmt For For
1H ELECTION OF DIRECTOR: DELANO E. LEWIS Mgmt For For
1I ELECTION OF DIRECTOR: J. PEDRO REINHARD Mgmt For For
1J ELECTION OF DIRECTOR: STEPHEN I. SADOVE Mgmt For For
02 RATIFY SELECTION OF PRICEWATERHOUSECOOPERS LLP Mgmt For For
AS COLGATE'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
04 STOCKHOLDER PROPOSAL ON CHARITABLE CONTRIBUTIONS. Shr Against For
05 STOCKHOLDER PROPOSAL ON SPECIAL STOCKHOLDER Shr For Against
MEETINGS.
--------------------------------------------------------------------------------------------------------------------------
CORNING INCORPORATED Agenda Number: 933203541
--------------------------------------------------------------------------------------------------------------------------
Security: 219350105 Meeting Type: Annual
Ticker: GLW Meeting Date: 29-Apr-2010
ISIN: US2193501051
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: ROBERT F. CUMMINGS, JR. Mgmt For For
1B ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ Mgmt For For
1C ELECTION OF DIRECTOR: WILLIAM D. SMITHBURG Mgmt For For
1D ELECTION OF DIRECTOR: HANSEL E. TOOKES II Mgmt For For
1E ELECTION OF DIRECTOR: WENDELL P. WEEKS Mgmt For For
02 RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS CORNING'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS.
03 APPROVAL OF THE 2010 VARIABLE COMPENSATION PLAN. Mgmt For For
04 APPROVAL OF THE 2010 EQUITY PLAN FOR NON-EMPLOYEE Mgmt For For
DIRECTORS.
05 APPROVAL OF THE AMENDMENT AND RESTATEMENT OF Mgmt For For
THE RESTATED CERTIFICATE OF INCORPORATION TO
DECLASSIFY THE BOARD OF DIRECTORS.
06 SHAREHOLDER PROPOSAL CONCERNING VOTING. Shr For Against
--------------------------------------------------------------------------------------------------------------------------
COVIDIEN PLC Agenda Number: 933185337
--------------------------------------------------------------------------------------------------------------------------
Security: G2554F105 Meeting Type: Annual
Ticker: COV Meeting Date: 16-Mar-2010
ISIN: IE00B3QN1M21
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO RECEIVE AND CONSIDER THE COMPANY'S IRISH Mgmt For For
STATUTORY ACCOUNTS AND THE REPORTS OF THE DIRECTORS
AND AUDITORS THEREON.
2A ELECTION OF DIRECTOR: CRAIG ARNOLD Mgmt For For
2B ELECTION OF DIRECTOR: ROBERT H. BRUST Mgmt For For
2C ELECTION OF DIRECTOR: JOHN M. CONNORS, JR. Mgmt For For
2D ELECTION OF DIRECTOR: CHRISTOPHER J. COUGHLIN Mgmt For For
2E ELECTION OF DIRECTOR: TIMOTHY M. DONAHUE Mgmt For For
2F ELECTION OF DIRECTOR: KATHY J. HERBERT Mgmt For For
2G ELECTION OF DIRECTOR: RANDALL J. HOGAN, III Mgmt For For
2H ELECTION OF DIRECTOR: RICHARD J. MEELIA Mgmt Abstain Against
2I ELECTION OF DIRECTOR: DENNIS H. REILLEY Mgmt For For
2J ELECTION OF DIRECTOR: TADATAKA YAMADA Mgmt For For
2K ELECTION OF DIRECTOR: JOSEPH A. ZACCAGNINO Mgmt For For
03 TO APPOINT INDEPENDENT AUDITORS AND AUTHORIZE Mgmt For For
THE AUDIT COMMITTEE TO SET THE AUDITORS' REMUNERATION.
04 TO AUTHORIZE THE COMPANY AND/OR ANY SUBSIDIARY Mgmt For For
OF THE COMPANY TO MAKE MARKET PURCHASES OF
COMPANY SHARES.
S5 TO AUTHORIZE THE REISSUE PRICE RANGE OF TREASURY Mgmt For For
SHARES. (SPECIAL RESOLUTION)
--------------------------------------------------------------------------------------------------------------------------
CREDIT SUISSE GROUP AG, ZUERICH Agenda Number: 702305649
--------------------------------------------------------------------------------------------------------------------------
Security: H3698D419 Meeting Type: AGM
Ticker: Meeting Date: 30-Apr-2010
ISIN: CH0012138530
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
BLOCKING OF REGISTERED SHARES IS NOT REQUIRED Non-Voting
IN THE SWISS MARKET; SPECIFIC POLICIES AT THE
INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT
OF THE VOTING INSTRUCTION, IT IS POSSIBLE THAT
A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW
FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING
A TRADE. IF YOU HAVE CONCERNS REGARDING YOUR
ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting
MEETING NOTICE SENT UNDER MEETING 635644, 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 Presentation of the annual report, parent Company's Non-Voting
2009 financial statements, Group's 2009 consolidated
financial statements and the 2009 remuneration
report
1.2 Consultative vote on the 2009 remuneration report Mgmt Against Against
1.3 Approval of the annual report, parent Company's Mgmt For For
2009 financial statements and the Group's 2009
consolidated financial statements
2. Discharge of the acts of the Members of the Mgmt For For
Board of Directors and the Executive Board
3. Appropriation of retained earnings Mgmt For For
4. Amendment of the Articles of Association in Mgmt For For
line with the new Swiss Federal Intermediated
Securities Act
5.1.A Re-election Noreen Doyle to the Board of Directors Mgmt For For
5.1.B Re-election Aziz R.D. Syriani to the Board of Mgmt Against Against
Directors
5.1.C Re-election David W. Syz to the Board of Directors Mgmt For For
5.1.D Re-election Peter F. Weibel to the Board of Mgmt For For
Directors
5.1.E Election Jassim Bin Hamad J.J. Al Thani to the Mgmt For For
Board of Directors
5.1.F Election Robert H. Benmosche to the Board of Mgmt For For
Directors
5.2 Election of the Independent Auditors Mgmt For For
5.3 Election of Special Auditors Mgmt For For
6. PLEASE NOTE THAT THE MANAGEMENT RECOMMENDATION Mgmt Abstain For
IS DISPLAYING INCORRECTLY FOR THIS RESOLUTION
AND MANAGEMENT RECOMMENDS TO VOTE "FOR" THIS
AGENDA ITEM NOT "ABSTAIN" If voting or elections
takes place on proposals 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.
--------------------------------------------------------------------------------------------------------------------------
CSX CORPORATION Agenda Number: 933213477
--------------------------------------------------------------------------------------------------------------------------
Security: 126408103 Meeting Type: Annual
Ticker: CSX Meeting Date: 05-May-2010
ISIN: US1264081035
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: D.M. ALVARADO Mgmt For For
1B ELECTION OF DIRECTOR: A. BEHRING Mgmt For For
1C ELECTION OF DIRECTOR: SEN. J.B. BREAUX Mgmt For For
1D ELECTION OF DIRECTOR: S.T. HALVERSON Mgmt For For
1E ELECTION OF DIRECTOR: E.J. KELLY, III Mgmt For For
1F ELECTION OF DIRECTOR: G.H. LAMPHERE Mgmt For For
1G ELECTION OF DIRECTOR: J.D. MCPHERSON Mgmt For For
1H ELECTION OF DIRECTOR: T.T. O'TOOLE Mgmt For For
1I ELECTION OF DIRECTOR: D.M. RATCLIFFE Mgmt For For
1J ELECTION OF DIRECTOR: D.J. SHEPARD Mgmt For For
1K ELECTION OF DIRECTOR: M.J. WARD Mgmt For For
02 THE RATIFICATION OF THE APPOINTMENT OF ERNST Mgmt For For
& YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2010
03 THE APPROVAL OF THE 2010 CSX STOCK AND INCENTIVE Mgmt For For
AWARD PLAN
--------------------------------------------------------------------------------------------------------------------------
CVS CAREMARK CORPORATION Agenda Number: 933219152
--------------------------------------------------------------------------------------------------------------------------
Security: 126650100 Meeting Type: Annual
Ticker: CVS Meeting Date: 12-May-2010
ISIN: US1266501006
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: EDWIN M. BANKS Mgmt For For
1B ELECTION OF DIRECTOR: C. DAVID BROWN II Mgmt For For
1C ELECTION OF DIRECTOR: DAVID W. DORMAN Mgmt For For
1D ELECTION OF DIRECTOR: KRISTEN GIBNEY WILLIAMS Mgmt For For
1E ELECTION OF DIRECTOR: MARIAN L. HEARD Mgmt For For
1F ELECTION OF DIRECTOR: WILLIAM H. JOYCE Mgmt For For
1G ELECTION OF DIRECTOR: JEAN-PIERRE MILLON Mgmt For For
1H ELECTION OF DIRECTOR: TERRENCE MURRAY Mgmt For For
1I ELECTION OF DIRECTOR: C.A. LANCE PICCOLO Mgmt For For
1J ELECTION OF DIRECTOR: SHELI Z. ROSENBERG Mgmt For For
1K ELECTION OF DIRECTOR: THOMAS M. RYAN Mgmt For For
1L ELECTION OF DIRECTOR: RICHARD J. SWIFT Mgmt For For
2 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST Mgmt For For
& YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE 2010 FISCAL
YEAR.
03 PROPOSAL TO ADOPT THE COMPANY'S 2010 INCENTIVE Mgmt For For
COMPENSATION PLAN.
04 PROPOSAL TO ADOPT AN AMENDMENT TO THE COMPANY'S Mgmt For For
CHARTER TO ALLOW STOCKHOLDERS TO CALL SPECIAL
MEETINGS.
05 STOCKHOLDER PROPOSAL REGARDING A REPORT ON POLITICAL Shr Against For
CONTRIBUTIONS AND EXPENDITURES.
06 STOCKHOLDER PROPOSAL REGARDING PRINCIPLES TO Shr Against For
STOP GLOBAL WARMING.
--------------------------------------------------------------------------------------------------------------------------
DANAHER CORPORATION Agenda Number: 933230536
--------------------------------------------------------------------------------------------------------------------------
Security: 235851102 Meeting Type: Annual
Ticker: DHR Meeting Date: 11-May-2010
ISIN: US2358511028
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: STEVEN M. RALES Mgmt For For
1B ELECTION OF DIRECTOR: JOHN T. SCHWIETERS Mgmt For For
1C ELECTION OF DIRECTOR: ALAN G. SPOON 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, 2010.
03 TO ACT UPON A SHAREHOLDER PROPOSAL REQUESTING Shr For Against
THAT DANAHER'S BOARD OF DIRECTORS TAKE THE
STEPS NECESSARY TO DECLASSIFY THE BOARD OF
DIRECTORS WITHIN ONE YEAR, IF PROPERLY PRESENTED
AT THE MEETING.
--------------------------------------------------------------------------------------------------------------------------
DANONE, PARIS Agenda Number: 702273145
--------------------------------------------------------------------------------------------------------------------------
Security: F12033134 Meeting Type: MIX
Ticker: Meeting Date: 22-Apr-2010
ISIN: FR0000120644
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- French Resident Shareowners must complete, sign Non-Voting
and forward the Proxy Card directly to the
sub custodian. Please contact your Client Service
Representative to obtain the necessary
card, account details and directions. The
following applies to Non-Resident Shareowners:
Proxy Cards: Voting instructions will
be forwarded to the Global Custodians that
have become Registered Intermediaries,
on the Vote Deadline Date. In capacity as
Registered Intermediary, the Global
Custodian will sign the Proxy Card and forward
to the local custodian. If you are unsure whether
your Global Custodian acts as Registered
Intermediary, please contact your representative
- PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
- PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting
INFORMATION IS AVAILABLE BY CLICKING ON
THE MATERIAL URL
LINK-https://balo.journal-officiel.gouv.fr/pdf/2010/0301/201003011000503.pdf
O.1 Approve the Company's financial statements for Mgmt For For
the FYE on 31 DEC 2009
O.2 Approve the consolidated financial statements Mgmt For For
for the FYE on 31 DEC 2009
O.3 Approve the allocation of income for the FYE Mgmt For For
on 31 DEC 2009 and setting of the dividend
at EUR 1.20 per share
O.4 Approve the renewal of Mr. Franck RIBOUD's term Mgmt Against Against
as a Board member
O.5 Approve the renewal of Mr. Emmanuel FABER's Mgmt For For
term as a Board member
O.6 Approve the renewal of the Company PricewaterhouseCoopers Mgmt For For
Audit as a permanent Statutory Auditor
O.7 Appointment of the Cabinet Ernst & Young et Mgmt For For
Autres as a permanent Statutory
O.8 Appointment of Mr. Yves NICOLAS as a substitute Mgmt For For
Statutory Auditor
O.9 Appointment of the Company Auditex as a substitute Mgmt For For
Statutory Auditor
O.10 Approve the agreements under the Statutory Auditors' Mgmt For For
special report
O.11 Approve the agreements and Undertakings pursuant Mgmt For For
to Articles L. 225-38 and L. 225-42-1 of the
Commercial Code relating to Mr. Franck RIBOUD
O.12 Approve the agreements and Undertakings pursuant Mgmt For For
to Articles L. 225-38 and L. 225-42-1 of the
Commercial Code relating to Mr. Emmanuel FABER
O.13 Approve the agreements and Undertakings pursuant Mgmt For For
to Articles L. 225-38 and L. 225-42-1 of the
Commercial Code relating to Mr. Bernard HOURS
O.14 Authorize the Board of Directors to purchase, Mgmt For For
hold or transfer Company's shares
E.15 Authorize the Board of Directors to carry out Mgmt For For
allocations of Company's existing shares
or to be issued
E.16 Amend Article 26 II of the Statutes relating Mgmt For For
to the limitation of the voting rights
E.17 Grant powers for the formalities Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
DEERE & COMPANY Agenda Number: 933182824
--------------------------------------------------------------------------------------------------------------------------
Security: 244199105 Meeting Type: Annual
Ticker: DE Meeting Date: 24-Feb-2010
ISIN: US2441991054
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: SAMUEL R. ALLEN Mgmt For For
1B ELECTION OF DIRECTOR: AULANA L. PETERS Mgmt For For
1C ELECTION OF DIRECTOR: DAVID B. SPEER Mgmt For For
02 COMPANY PROPOSAL #1 - AMEND RESTATED CERTIFICATE Mgmt For For
OF INCORPORATION TO PROVIDE FOR ANNUAL ELECTION
OF ALL DIRECTORS
03 COMPANY PROPOSAL #2 - AMEND THE JOHN DEERE OMNIBUS Mgmt For For
EQUITY AND INCENTIVE PLAN
04 COMPANY PROPOSAL #3 - RE-APPROVE THE JOHN DEERE Mgmt For For
SHORT-TERM INCENTIVE BONUS PLAN
05 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR FISCAL 2010
06 STOCKHOLDER PROPOSAL #1 - CEO PAY DISPARITY Shr Against For
07 STOCKHOLDER PROPOSAL #2 - ADVISORY VOTE ON EXECUTIVE Shr For Against
COMPENSATION
08 STOCKHOLDER PROPOSAL #3 - SEPARATION OF CEO Shr For Against
AND CHAIRMAN RESPONSIBILITIES
--------------------------------------------------------------------------------------------------------------------------
DEUTSCHE BANK AG, FRANKFURT AM MAIN Agenda Number: 702344641
--------------------------------------------------------------------------------------------------------------------------
Security: D18190898 Meeting Type: AGM
Ticker: Meeting Date: 27-May-2010
ISIN: DE0005140008
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
AS A CONDITION OF VOTING, GERMAN MARKET REGULATIONS Non-Voting
REQUIRE THAT YOU DISCLOSE WHETHER YOU HAVE
A CONTROLLING OR PERSONAL INTEREST IN THIS
COMPANY. SHOULD EITHER BE THE CASE, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
SO THAT WE MAY LODGE YOUR INSTRUCTIONS ACCORDINGLY.
IF YOU DO NOT HAVE A CONTROLLING OR PERSONAL
INTEREST, SUBMIT YOUR VOTE AS NORMAL. THANK
YOU
PLEASE NOTE THAT THESE SHARES MAY BE BLOCKED Non-Voting
DEPENDING ON SOME SUBCUSTODIANS' PROCESSING
IN THE MARKET. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1. Presentation of the financial statements and Non-Voting
annual report for the 2009 financial year with
the report of the Supervisory Board, the 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 793,413,523.95 as follows: Payment
of a dividend of EUR 0.75 per share EUR 327,769,262.70
shall be carried forward Ex-dividend and payable
date: 28 MAY 2010
3. Ratification of the acts of the Board of Managing Mgmt For For
Directors
4. Ratification of the acts of the Supervisory Mgmt For For
Board
5. Appointment of Auditors for the 2010 FY KPMG Mgmt For For
AG, Frankfurt
6. Renewal of the authorization to acquire own Mgmt For For
shares for trading purposes the Company shall
be authorized to acquire and sell own shares,
at prices not deviating more than 10% from
the market price of the shares, on or before
30 NOV 2014; the trading portfolio shall not
exceed 5% of the Company's share capital at
the end of any given day
7. Authorization to acquire own shares for purposes Mgmt For For
other than trading The Company shall be authorized
to acquire own shares of up to 10% of its share
capital, at prices not deviating more than
10% from the market price of the shares, on
or before 30 NOV 2014 the Board of Managing
Directors shall be authorized to sell the shares
on the stock exchange or to offer them to all
shareholders, to use the shares for acquisition
purposes, to use the shares as employee shares,
to offer the shares to third parties at a price
not materially below their market price, and
to retire the shares
8. Authorization to use derivatives within the Mgmt For For
scope of the acquisition of own shares the
Company shall be authorized to use put or call
options and forward contracts for the purpose
of acquiring own shares as per item 7
9. Approval of the compensation system for the Mgmt Against Against
Board of Managing Directors as described in
the compensation report to be presented under
item 1
10. Amendments to the articles of association in Mgmt For For
connection with the Shareholder Right Directive
Implementation Law [ARUG] a) Section 17(4)
shall be appended in respect of the Board of
Managing Directors being authorized to allow
shareholders to participate in the shareholders'
meeting by electronic means [online] b) Section
17(5) shall be appended in respect of the Board
of Managing Directors being authorized to allow
shareholders to exercise their voting rights
in writing or electronically [absentee voting]
c) Section18(3) shall be amended in respect
of the Company being able to facilitate proxy
voting at shareholders' meetings
11. Authorization to issue warrant or convertible Mgmt For For
bonds or profit-sharing certificates, the creation
of contingent capital, and the corresponding
amendments to the Articles of Association the
Board of Managing Directors shall be authorized,
with the consent of the Supervisory Board,
to issue bearer or registered bonds or profit-sharing
certificates of up to EUR 9 billion, conferring
a conversion or option right for new shares
of the Company, on or before 30 APR 2015; shareholders
shall be granted subscription rights, except
for the issue of bonds or profit-sharing certificates
at a price not materially below their theoretical
market value, for residual amounts, and for
the granting of such rights to holders of conversion
or option rights; the share capital shall be
increased accordingly by up to EUR 230,400,000
through the issue of up to 90,000,000 new registered
shares, insofar as conversion and/or option
rights are exercised
12. Approval of amendments to the control and profit Mgmt For For
transfer agreements, or simple profit transfer
agreements, with the following of the Company's
wholly owned subsidiaries, in accordance with
the accounting law modernisation act: a) Deutsche
Bank Private- Und Geschaeftskunden Ag; b) Schiffsbetriebsgesellschaft
Brunswik Mbh; c) Deutsche Immobilien Leasing
Gmbh; d) Deutsche Stiftungstrust Gmbh; e) Db
Export-Leasing Gmbh; f) Db Capital Markets
[Deutschland) Gmbh; g) Rreef Management Gmbh;
h) Nordwestdeutscher Wohnungsbautraeger Gmbh
13. Approval of the newly concluded control and Mgmt For For
profit transfer agreem ents with the following
of the Company's wholly owned subsidiaries:
a) Db Beteiligungs-Holding Gmbh; b) Db Finanz-Holding
Gmbh
--------------------------------------------------------------------------------------------------------------------------
DIAGEO PLC, LONDON Agenda Number: 702094462
--------------------------------------------------------------------------------------------------------------------------
Security: G42089113 Meeting Type: AGM
Ticker: Meeting Date: 14-Oct-2009
ISIN: GB0002374006
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the report and accounts 2009 Mgmt For For
2. Approve the Directors' remuneration report 2009 Mgmt For For
3. Declare a final dividend Mgmt For For
4. Re-elect L.M. Danon [Audit, Nomination, Remuneration] Mgmt For For
as a Director
5. Re-elect Lord Hollick [Audit, Nomination, Remuneration, Mgmt For For
Chairman of Committee] as a Director
6. Re-elect P.S. Walsh [Executive, Chairman of Mgmt For For
Committee] as a Director
7. Elect P.B. Bruzelius [Audit, Nomination, Remuneration] Mgmt For For
as a Director
8. Elect B.D. Holden [Audit, Nomination, Remuneration] Mgmt For For
as a Director
9. Re-appoint the Auditor Mgmt For For
10. Approve the remuneration of the Auditor Mgmt For For
11. Grant authority to allot shares Mgmt For For
12. Approve the disapplication of pre-emption rights Mgmt For For
13. Grant authority to purchase own ordinary shares Mgmt For For
14. Grant authority to make political donations Mgmt For For
and/or to incur political expenditure in the
EU
15. Adopt the Diageo Plc 2009 Discretionary Incentive Mgmt For For
Plan
16. Adopt the Diageo Plc 2009 Executive Long Term Mgmt For For
Incentive Plan
17. Adopt Diageo Plc International Sharematch Plan Mgmt For For
2009
18. Grant authority to establish International Share Mgmt For For
Plans
19. Adopt Diageo Plc 2009 Irish Sharesave Scheme Mgmt For For
20. Amend the Rules of Diageo Plc Executive Share Mgmt For For
Option Plan
21. Amend the Rules of Diageo Plc 2008 Senior Executive Mgmt For For
Share Option Plan
22. Amend the Rules of Diageo Plc Senior Executive Mgmt For For
Share Option Plan
23. Approve the reduced notice of a general meeting Mgmt For For
other than an AGM
24. Adopt the Articles of Association Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
DNB NOR ASA, OSLO Agenda Number: 702337608
--------------------------------------------------------------------------------------------------------------------------
Security: R1812S105 Meeting Type: AGM
Ticker: Meeting Date: 27-Apr-2010
ISIN: NO0010031479
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN
OF EACH BENEFICIAL OWNER NAME, ADDRESS AND
SHARE POSITION TO YOUR CLIENT SERVICE
REPRESENTATIVE. THIS INFORMATION IS REQUIRED
IN ORDER FOR YOUR VOTE TO BE LODGED
- IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING
INSTRUCTIONS IN THIS MARKET. ABSENCE
OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
1 Opening of the general meeting by the Chairman Mgmt Abstain Against
of the supervisory Board
2 Approve the notice of the general meeting and Mgmt For For
the agenda
3 Election of the person to sign the minutes of Mgmt For For
the general meeting along with
4 Approve the remuneration rates for members of Mgmt For For
the supervisory Board, control committee and
election committee
5 Approve the Auditor's remuneration Mgmt For For
6 Approve the 2009 annual report and accounts, Mgmt For For
including the distribution of dividends
and group contributions
7 Election of Members to the Supervisory Board Mgmt For For
with a term of Office until the AGM in 2012:
Nils Halvard Bastiansen, Baerum [re-election],
Toril Eidesvik, Bergen [re-election], Carnilla
Marianne Grieg, Bergen [New Member], Eldbjorg
Lower, Kongsberg [Re-election], Per Otterdahl
Miller, Skien [New Member], Dag J. Opedal,
Oslo [Re-election], Ole Robert Reitan, Nesoya
[New Member], Gudrun B. Rollefsen, Hammerfest
[Re-election], Arthur Sletteberg, Stabekk [Re-election],
Hanne Rigmor Egenaess Wiig, Halden [Re-election];
re-election of Herbjorn Hansson, Sandefjord
as a Member to the Supervisory Board, with
a term of office until the AGM in 2011; election
of Elsbeth Sande Tronstad, Oslo as a new deputy
with a term of office of one year
8 Re-election of Eldbjorg Lower, Kongsberg, Per Mgmt For For
Otterdahl Moller, Skien, Arthur Sletteberg,
Stabekk, Rejer Ola Soberg as Members of the
Election Committee with a term of office until
the AGM in 2012
9 Authorize the Board of Directors for the repurchase Mgmt For For
of shares
10 Approve the statement from the Board of Directors Mgmt For For
in connection with remuneration to
senior executives
11.a PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Approve the special remuneration
or Broad shared financial responsibility and
common interests
11.b PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Approve the reforms to ensure
sound Corporate Governance by changing- strengthening
the competence and independence of Governing
Bodies
11.c PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Approve the reversal of authority
to the general meeting
11.d PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Approve the cultivation of
individual roles in the group to strengthen
risk Management and capital
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting
OF NAMES. IF YOU HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
E.ON AG Agenda Number: 702314129
--------------------------------------------------------------------------------------------------------------------------
Security: D24914133 Meeting Type: AGM
Ticker: Meeting Date: 06-May-2010
ISIN: DE000ENAG999
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
AS A CONDITION OF VOTING, GERMAN MARKET REGULATIONS Non-Voting
REQUIRE THAT YOU DISCLOSE WHETHER YOU HAVE
A CONTROLLING OR PERSONAL INTEREST IN THIS
COMPANY. SHOULD EITHER BE THE CASE, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
SO THAT WE MAY LODGE YOUR INSTRUCTIONS ACCORDINGLY.
IF YOU DO NOT HAVE A CONTROLLING OR PERSONAL
INTEREST, SUBMIT YOUR VOTE AS USUAL THANK YOU
The registration for the General Meeting of Non-Voting
Shareholders does not result in the shares
being blocked. Please contact the relationship
manager of your depositary bank to clarify
variant procedures in the German market.
1. Presentation of the adopted Annual Financial Non-Voting
Statements and the Consolidated Financial Statements
for the 2009 financial year, along with the
Management Report Summary for E.ON AG and the
E.ON Group and the Report of the Supervisory
Board as well as the Explanatory Report of
the Board of Management regarding the statements
pursuant to Sections 289 para. 4, 315 para.
4 and Section 289 para.5 German Commercial
Code (Handelsgesetzbuch-HGB).
2. Appropriation of balance sheet profits from Mgmt For For
the 2009 financial year
3. Discharge of the Board of Management for the Mgmt For For
2009 financial year
4. Discharge of the Supervisory Board for the 2009 Mgmt For For
financial year
5. Approval of the compensation system applying Mgmt For For
to the Members of the Board of Management
6.a Election of PricewaterhouseCoopers Aktiengesellschaft Mgmt For For
Wirtschaftspruefungsgesellschaft, Duesseldorf,
as the auditor for the annual as well as the
consolidated financial statements for the 2010
financial year
6.b Election of PricewaterhouseCoopers Aktiengesellschaft Mgmt For For
Wirtschaftspruefungsgesellschaft, Duesseldorf,
as the auditor for the inspection of the abbreviated
financial statements and the interim management
report for the first half of the 2010 financial
year
7. Authorization for the acquisition and use of Mgmt For For
treasury shares
8. Authorization for the issue of option or convertible Mgmt For For
bonds, profit participation rights or participating
bonds and for the exclusion of subscription
rights as well as the creation of a Conditional
Capital
9 Amendment to Section 20 of the Articles of Association Mgmt For For
in view of the Act for the Implementation of
the Shareholder Rights Directive
--------------------------------------------------------------------------------------------------------------------------
EMERSON ELECTRIC CO. Agenda Number: 933174586
--------------------------------------------------------------------------------------------------------------------------
Security: 291011104 Meeting Type: Annual
Ticker: EMR Meeting Date: 02-Feb-2010
ISIN: US2910111044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
C.A.H. BOERSIG* Mgmt For For
C. FERNANDEZ G.* Mgmt For For
W.J. GALVIN* Mgmt For For
R.L. STEPHENSON* Mgmt For For
V.R. LOUCKS, JR.** Mgmt For For
R.L. RIDGWAY** Mgmt For For
02 RE-APPROVAL OF THE PERFORMANCE MEASURES UNDER Mgmt For For
THE EMERSON ELECTRIC CO. ANNUAL INCENTIVE PLAN.
03 RATIFICATION OF KPMG LLP AS INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM.
--------------------------------------------------------------------------------------------------------------------------
ENI SPA, ROMA Agenda Number: 702366875
--------------------------------------------------------------------------------------------------------------------------
Security: T3643A145 Meeting Type: MIX
Ticker: Meeting Date: 29-Apr-2010
ISIN: IT0003132476
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting
IN MEETING DATE. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID'S 686251 AND 684082 DUE TO 2 MEETINGS BEING
MERGED INTO 1 MIX MEETING. ALL VOTES RECEIVED
ON THE PREVIOUS MEETINGS WILL BE DISREGARDED
AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
NOTICE. THANK YOU.
O.1 Approve the balance sheet as of 31 DEC 2009 Mgmt No vote *
of Eni Spa, consolidated balance sheet as of
31 DEC 2009; Directors, Board of Auditors and
External Auditing Company's reporting
O.2 Approve the profits allocation Mgmt No vote *
O.3 Appoint the Independent Auditors for the period Mgmt No vote *
2010-2018
E.1 Amend the Articles 1, 4, 12, 15 and 16 of the Mgmt No vote *
Corporate Bylaws; related resolutions
CMMT PLEASE NOTE THAT IN COMPLIANCE WITH ARTICLE Non-Voting
13, PARAGRAPH 1, OF THE CORPORATE BYLAWS SHAREHOLDERS
WHO ALONE OR TOGETHER WITH OTHER SHAREHOLDERS,
HOLD AT LEAST ONE FORTIETH OF CORPORATE CAPITAL
CAN REQUEST, WITHIN 5 DAYS FROM THE ISSUERS
NOTIFICATION OF THIS MEETING, AN INTEGRATION
TO THE ITEMS OF THIS AGENDA, QUOTING IN THEIR
REQUEST THE ADDITIONAL SUBJECTS PROPOSED; THE
INTEGRATION IS NOT ALLOWED FOR SUBJECTS ON
WHICH THE MEETING DELIBERATES, ACCORDING TO
THE LAW, ON PROPOSAL OF DIRECTORS OR ON THE
BASIS OF A PROJECT OR A REPORT DRAWN UP BY
THE DIRECTORS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
EXXON MOBIL CORPORATION Agenda Number: 933239267
--------------------------------------------------------------------------------------------------------------------------
Security: 30231G102 Meeting Type: Annual
Ticker: XOM Meeting Date: 26-May-2010
ISIN: US30231G1022
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
M.J. BOSKIN Mgmt For For
P. BRABECK-LETMATHE Mgmt For For
L.R. FAULKNER Mgmt For For
J.S. FISHMAN Mgmt For For
K.C. FRAZIER Mgmt For For
W.W. GEORGE Mgmt For For
M.C. NELSON Mgmt For For
S.J. PALMISANO Mgmt For For
S.S REINEMUND Mgmt For For
R.W. TILLERSON Mgmt For For
E.E. WHITACRE, JR. Mgmt For For
02 RATIFICATION OF INDEPENDENT AUDITORS (PAGE 52) Mgmt For For
03 SPECIAL SHAREHOLDER MEETINGS (PAGE 54) Shr For Against
04 INCORPORATE IN NORTH DAKOTA (PAGE 55) Shr Against For
05 SHAREHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION Shr For Against
(PAGE 56)
06 AMENDMENT OF EEO POLICY (PAGE 57) Shr Against For
07 POLICY ON WATER (PAGE 59) Shr Against For
08 WETLANDS RESTORATION POLICY (PAGE 60) Shr Against For
09 REPORT ON CANADIAN OIL SANDS (PAGE 62) Shr Against For
10 REPORT ON NATURAL GAS PRODUCTION (PAGE 64) Shr Against For
11 REPORT ON ENERGY TECHNOLOGY (PAGE 65) Shr Against For
12 GREENHOUSE GAS EMISSIONS GOALS (PAGE 67) Shr Against For
13 PLANNING ASSUMPTIONS (PAGE 69) Shr Against For
--------------------------------------------------------------------------------------------------------------------------
FEDEX CORPORATION Agenda Number: 933132259
--------------------------------------------------------------------------------------------------------------------------
Security: 31428X106 Meeting Type: Annual
Ticker: FDX Meeting Date: 28-Sep-2009
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: JUDITH L. ESTRIN Mgmt For For
1D ELECTION OF DIRECTOR: J.R. HYDE, III Mgmt For For
1E ELECTION OF DIRECTOR: SHIRLEY A. JACKSON Mgmt For For
1F ELECTION OF DIRECTOR: STEVEN R. LORANGER Mgmt For For
1G ELECTION OF DIRECTOR: GARY W. LOVEMAN Mgmt For For
1H ELECTION OF DIRECTOR: SUSAN C. SCHWAB Mgmt For For
1I ELECTION OF DIRECTOR: FREDERICK W. SMITH Mgmt For For
1J ELECTION OF DIRECTOR: JOSHUA I. SMITH Mgmt For For
1K ELECTION OF DIRECTOR: DAVID P. STEINER Mgmt For For
1L ELECTION OF DIRECTOR: PAUL S. WALSH Mgmt For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM.
03 STOCKHOLDER PROPOSAL REGARDING INDEPENDENT BOARD Shr Against For
CHAIRMAN.
04 STOCKHOLDER PROPOSAL REGARDING SPECIAL SHAREOWNER Shr For Against
MEETINGS.
05 STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER VOTE Shr For Against
ON EXECUTIVE PAY.
06 STOCKHOLDER PROPOSAL REGARDING HEALTH CARE REFORM Shr Against For
PRINCIPLES.
--------------------------------------------------------------------------------------------------------------------------
FREEPORT-MCMORAN COPPER & GOLD INC. Agenda Number: 933262064
--------------------------------------------------------------------------------------------------------------------------
Security: 35671D857 Meeting Type: Annual
Ticker: FCX Meeting Date: 09-Jun-2010
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 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
3 ADOPTION OF THE AMENDED AND RESTATED 2006 STOCK Mgmt For For
INCENTIVE PLAN.
4 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.
5 STOCKHOLDER PROPOSAL REGARDING THE ADOPTION Shr For Against
OF A POLICY REQUIRING SENIOR EXECUTIVES TO
RETAIN SHARES ACQUIRED THROUGH EQUITY COMPENSATION
PROGRAMS UNTIL TWO YEARS FOLLOWING TERMINATION
OF THEIR EMPLOYMENT.
--------------------------------------------------------------------------------------------------------------------------
FRESENIUS MEDICAL CARE AG & CO. KGAA Agenda Number: 933245234
--------------------------------------------------------------------------------------------------------------------------
Security: 358029106 Meeting Type: Annual
Ticker: FMS Meeting Date: 11-May-2010
ISIN: US3580291066
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 RESOLUTION ON THE APPROVAL OF THE ANNUAL FINANCIAL Mgmt For For
STATEMENTS OF FRESENIUS MEDICAL CARE AG & CO.
KGAA FOR THE FINANCIAL YEAR 2009
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 SYSTEM OF Mgmt For For
REMUNERATION OF THE MANAGEMENT BOARD MEMBERS
OF THE GENERAL PARTNER
06 ELECTION OF THE AUDITORS AND CONSOLIDATED GROUP Mgmt For For
AUDITORS FOR THE FISCAL YEAR 2010
07 RESOLUTION ON THE CANCELLATION OF THE EXISTING Mgmt For For
AND THE CREATION OF NEW AUTHORISED CAPITALS,
ON THE EXCLUSION OF PRE-EMPTION RIGHTS AND
THE AMENDMENT OF ARTICLE 4 (3) AND OF ARTICLE
4 (4) OF THE ARTICLES OF ASSOCIATION OF THE
COMPANY
08 RESOLUTION ON THE AMENDMENTS TO THE ARTICLES Mgmt For For
OF ASSOCIATION FOR THE ADAPTATION OF AMENDMENTS
TO THE GERMAN STOCK CORPORATION ACT
09 RESOLUTION(S) ADDED UPON SHAREHOLDER REQUEST Mgmt For *
PURSUANT TO SECTION 122 II GERMAN STOCK CORPORATION
ACT (AKTIENGESETZ), IF ANY
--------------------------------------------------------------------------------------------------------------------------
GAP INC. Agenda Number: 933228505
--------------------------------------------------------------------------------------------------------------------------
Security: 364760108 Meeting Type: Annual
Ticker: GPS Meeting Date: 18-May-2010
ISIN: US3647601083
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ADRIAN D.P. BELLAMY Mgmt For For
DOMENICO DE SOLE Mgmt For For
ROBERT J. FISHER Mgmt For For
WILLIAM S. FISHER Mgmt For For
BOB L. MARTIN Mgmt For For
JORGE P. MONTOYA Mgmt For For
GLENN K. MURPHY Mgmt For For
JAMES M. SCHNEIDER Mgmt For For
MAYO A. SHATTUCK III Mgmt For For
KNEELAND C. YOUNGBLOOD Mgmt For For
02 RATIFICATION OF THE SELECTION OF DELOITTE & Mgmt For For
TOUCHE LLP AS THE REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING JANUARY 29,
2011.
03 APPROVAL OF THE AMENDMENT AND RESTATEMENT OF Mgmt For For
THE GAP, INC. EXECUTIVE MANAGEMENT INCENTIVE
COMPENSATION AWARD PLAN.
--------------------------------------------------------------------------------------------------------------------------
GENERAL DYNAMICS CORPORATION Agenda Number: 933209290
--------------------------------------------------------------------------------------------------------------------------
Security: 369550108 Meeting Type: Annual
Ticker: GD Meeting Date: 05-May-2010
ISIN: US3695501086
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: NICHOLAS D. CHABRAJA Mgmt For For
1B ELECTION OF DIRECTOR: JAMES S. CROWN Mgmt For For
1C ELECTION OF DIRECTOR: WILLIAM P. FRICKS Mgmt For For
1D ELECTION OF DIRECTOR: JAY L. JOHNSON Mgmt For For
1E ELECTION OF DIRECTOR: GEORGE A. JOULWAN Mgmt For For
1F ELECTION OF DIRECTOR: PAUL G. KAMINSKI Mgmt For For
1G ELECTION OF DIRECTOR: JOHN M. KEANE Mgmt For For
1H ELECTION OF DIRECTOR: LESTER L. LYLES Mgmt For For
1J ELECTION OF DIRECTOR: WILLIAM A. OSBORN Mgmt For For
1K ELECTION OF DIRECTOR: ROBERT WALMSLEY Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS. Mgmt For For
03 SHAREHOLDER PROPOSAL WITH REGARD TO WEAPONS Shr Against For
IN SPACE.
--------------------------------------------------------------------------------------------------------------------------
GENERAL ELECTRIC COMPANY Agenda Number: 933200090
--------------------------------------------------------------------------------------------------------------------------
Security: 369604103 Meeting Type: Annual
Ticker: GE Meeting Date: 28-Apr-2010
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: WILLIAM M. CASTELL Mgmt For For
A4 ELECTION OF DIRECTOR: ANN M. FUDGE Mgmt For For
A5 ELECTION OF DIRECTOR: SUSAN HOCKFIELD Mgmt For For
A6 ELECTION OF DIRECTOR: JEFFREY R. IMMELT Mgmt For For
A7 ELECTION OF DIRECTOR: ANDREA JUNG Mgmt For For
A8 ELECTION OF DIRECTOR: ALAN G. (A.G.) LAFLEY Mgmt For For
A9 ELECTION OF DIRECTOR: ROBERT W. LANE Mgmt For For
A10 ELECTION OF DIRECTOR: RALPH S. LARSEN Mgmt For For
A11 ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS Mgmt For For
A12 ELECTION OF DIRECTOR: JAMES J. MULVA Mgmt For For
A13 ELECTION OF DIRECTOR: SAM NUNN Mgmt For For
A14 ELECTION OF DIRECTOR: ROGER S. PENSKE Mgmt For For
A15 ELECTION OF DIRECTOR: ROBERT J. SWIERINGA Mgmt For For
A16 ELECTION OF DIRECTOR: DOUGLAS A. WARNER III Mgmt For For
B1 RATIFICATION OF KPMG Mgmt For For
C1 SHAREOWNER PROPOSAL: CUMULATIVE VOTING Shr Against For
C2 SHAREOWNER PROPOSAL: SPECIAL SHAREOWNER MEETINGS Shr For Against
C3 SHAREOWNER PROPOSAL: INDEPENDENT BOARD CHAIRMAN Shr For Against
C4 SHAREOWNER PROPOSAL: PAY DISPARITY Shr Against For
C5 SHAREOWNER PROPOSAL: KEY BOARD COMMITTEES Shr Against For
C6 SHAREOWNER PROPOSAL: ADVISORY VOTE ON EXECUTIVE Shr For Against
COMPENSATION
--------------------------------------------------------------------------------------------------------------------------
GLAXOSMITHKLINE PLC Agenda Number: 702362980
--------------------------------------------------------------------------------------------------------------------------
Security: G3910J112 Meeting Type: AGM
Ticker: Meeting Date: 06-May-2010
ISIN: GB0009252882
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive and adopt the Directors' report and Mgmt For For
the financial statements for the YE 31 DEC
2009
2 Approve the remuneration report for the YE 31 Mgmt For For
DEC 2009
3 Re-elect Dr. Stephanie Burns as a Director Mgmt For For
4 Re-elect Mr. Julian Heslop as a Director Mgmt For For
5 Re-elect Sir Deryck Maughan as a Director Mgmt For For
6 Re-elect Dr. Daniel Podolsky as a Director Mgmt For For
7 Re-elect Sir Robert Wilson as a Director Mgmt For For
8 Authorize the Audit & Risk Committee to re-appoint Mgmt For For
PricewaterhouseCoopers LLP as the Auditors
to the Company to hold office from the end
of the meeting to the end of the next Meeting
at which accounts are laid before the Company
9 Authorize the Audit & Risk Committee to determine Mgmt For For
the remuneration of the Auditors
10 Authorize the Director of the Company, in accordance Mgmt For For
with Section 366 of the Companies Act 2006
(the 'Act') the Company is, and all Companies
that are at any time during the period for
which this resolution has effect subsidiaries
of the company are, authorized: a) to make
political donations to political organizations
other than political parties, as defined in
Section 363 of the Act, not exceeding GBP 50,000
in total; and b) to incur political expenditure,
as defined in Section 365 of the Act, not exceeding
GBP 50,000 in total, during the period beginning
with the date of passing this resolution and
ending at the end of the next AGM of the company
to be held in 2011 or, if earlier, on 30 JUN
2011
11 Authorize the Directors, in substitution for Mgmt For 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: a) up to an aggregate nominal amount
of GBP 432,578,962; [such amount to be reduced
by the nominal amount allotted or granted under
paragraph (b) in excess of such sum]; and b)
comprising equity securities [as specified
in Section 560(1) of the Act] up to a nominal
amount of GBP 865,157,925 [such amount to be
reduced by any allotments or grants made under
paragraph (a) above] in connection with an
offer by way of a rights issue: i) to ordinary
shareholders in proportion [as nearly as may
be practicable] to their existing holdings;
and ii) to holders of other equity securities
as required by the rights of those securities
or as the Board otherwise considers necessary,
and so that the Directors may impose any limits
or make such exclusions or other arrangements
as they consider expedient in relation to treasury
shares, fractional entitlements, record dates,
legal, regulatory or practical problems under
the laws of, or the requirements of any relevant
regulatory body or stock exchange in, any territory,
or any matter whatsoever, which authorities
shall expire at the end of the next AGM of
the company to be held in 2011 or, if earlier,
on 30 JUN 2011, and the Directors may allot
shares or grant rights to subscribe for or
convert any security into shares in pursuance
of such an offer or agreement as if the relevant
authority conferred hereby had not expired
12 Authorize the Directors of the Company, subject Mgmt For For
to Resolution 11 being passed, the Directors
be and are hereby empowered to allot equity
securities for cash pursuant to the authority
conferred on the Directors by Resolution 11
and/or where such allotment constitutes an
allotment of equity securities under section
560(3) of the Act, free of the restrictions
in Section 561(1) of the Act, provided that
this power shall be limited: (a) to the allotment
of equity securities in connection with an
offer or issue of equity securities [but in
the case of the authority granted under paragraph
(b) of Resolution 11, by way of a rights issue
only]: (i) to ordinary shareholders in proportion
[as nearly as may be practicable] to their
existing holdings; and (ii) to holders of other
equity securities, as required by the rights
of those securities or as the Board otherwise
considers necessary, but so that the Directors
may impose any limits or make such exclusions
or other arrangements as they consider expedient
in relation to treasury shares, fractional
entitlements, record dates, legal, regulatory
or practical problems under the laws of, or
the requirements of any relevant regulatory
body or stock exchange in, any territory, or
any matter whatsoever; and (b) in the case
of the authority granted under paragraph (a)
of Resolution 11 and/ or in the case of any
transfer of treasury shares which is treated
as an allotment of equity securities under
Section 560(3) of the Act, to the allotment
(otherwise than pursuant to sub-paragraph (a)
above) of equity securities up to an aggregate
nominal amount of GBP 64,893,333, and shall
expire at the end of the next AGM of the company
to be held in 2011 [or, if earlier, at the
close of business on 30 JUN 2011] and the Directors
may allot equity securities in pursuance of
such an offer or agreement as if the power
conferred hereby had not expired
13 Authorize the Directors of the Company, for Mgmt For For
the purposes of section 701 of the Act to make
market purchases (within the meaning of Section
693(4) of the Act) of its own Ordinary shares
of 25p each provided that: (a) the maximum
number of Ordinary shares hereby authorized
to be purchased is 519,146, 669; (b) the minimum
price which may be paid for each Ordinary share
is 25p; (c) the maximum price which may be
paid for each Ordinary share shall be the higher
of (i) an amount equal to 5% above the average
market value of the Company's ordinary shares
for the five business days immediately preceding
the day on which the ordinary share is contracted
to be purchased and (ii) the higher of the
price of the last independent trade and the
highest current independent bid on the London
Stock Exchange Official List at the time the
purchase is carried out; and (d) the authority
conferred by this resolution shall, unless
renewed prior to such time, expire at the end
of the next AGM of the Company to be held in
2011 or, if earlier, on 30 JUN 2011 [provided
that the company may enter into a contract
for the purchase of Ordinary shares before
the expiry of this authority which would or
might be completed wholly or partly after such
expiry and the company may purchase Ordinary
shares pursuant to any such contract under
this authority]
14 Authorize the Directors, (a) in accordance with Mgmt For For
Section 506 of the Act, the name of the person
who signs the Auditors' reports to the Company's
members on the annual accounts and auditable
reports of the Company for the year ending
31 DEC 2010 as senior Statutory Auditor [as
defined in Section 504 of the Act] for and
on behalf of the Company's Auditors, should
not be stated in published copies of the reports
[such publication being as defined in Section
505 of the Act] and the copy of the reports
to be delivered to the registrar of Companies
under Chapter 10 of Part 15 of the Act; and
(b) the Company considers on reasonable grounds
that statement of the name of the senior statutory
auditor would create or be likely to create
a serious risk that the senior Statutory Auditor,
or any other person, would be subject to violence
or intimidation
15 Approve the general meeting of the Company other Mgmt For For
than an AGM may be called on not less than
14 clear days' notice
16 Amend: (a) the Articles of Association of the Mgmt For For
company be amended by deleting all the provisions
of the Company's Memorandum of Association
which, by virtue of Section 28 of the Act,
are to be treated as provisions of the Company's
Articles of Association; and (b) the Articles
of Association produced to the meeting, and
initialled by the Chairman for the purpose
of identification, be adopted as the Articles
of Association of the Company in substitution
for, and to the exclusion of, all existing
Articles of Association of the Company
--------------------------------------------------------------------------------------------------------------------------
GOLDCORP INC. Agenda Number: 933233544
--------------------------------------------------------------------------------------------------------------------------
Security: 380956409 Meeting Type: Annual
Ticker: GG Meeting Date: 19-May-2010
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 THE SHAREHOLDER PROPOSAL ATTACHED AS SCHEDULE Shr Against For
"B" TO THE MANAGEMENT INFORMATION CIRCULAR
ACCOMPANYING THIS VOTING INSTRUCTION FORM.
--------------------------------------------------------------------------------------------------------------------------
GOOGLE INC. Agenda Number: 933216738
--------------------------------------------------------------------------------------------------------------------------
Security: 38259P508 Meeting Type: Annual
Ticker: GOOG Meeting Date: 13-May-2010
ISIN: US38259P5089
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ERIC SCHMIDT Mgmt For For
SERGEY BRIN Mgmt For For
LARRY PAGE 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, 2010.
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 6,500,000.
04 A STOCKHOLDER PROPOSAL REGARDING A SUSTAINABILITY Shr Against For
REPORT, IF PROPERLY PRESENTED AT THE MEETING.
05 A STOCKHOLDER PROPOSAL REGARDING ONLINE ADVERTISING, Shr Against For
PRIVACY, AND SENSITIVE INFORMATION, IF PROPERLY
PRESENTED AT THE MEETING.
06 A STOCKHOLDER PROPOSAL REGARDING THE ADOPTION Shr Against For
OF HUMAN RIGHTS PRINCIPLES WITH RESPECT TO
BUSINESS IN CHINA, IF PROPERLY PRESENTED AT
THE MEETING.
--------------------------------------------------------------------------------------------------------------------------
HALLIBURTON COMPANY Agenda Number: 933223668
--------------------------------------------------------------------------------------------------------------------------
Security: 406216101 Meeting Type: Annual
Ticker: HAL Meeting Date: 19-May-2010
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: J.T. HACKETT 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 ON HUMAN RIGHTS POLICY. Shr Against For
04 PROPOSAL ON POLITICAL CONTRIBUTIONS. Shr Against For
05 PROPOSAL ON EXECUTIVE COMPENSATION POLICIES. Shr For Against
06 PROPOSAL ON SPECIAL SHAREOWNER MEETINGS. Shr For Against
--------------------------------------------------------------------------------------------------------------------------
HENNES & MAURITZ AB Agenda Number: 702355733
--------------------------------------------------------------------------------------------------------------------------
Security: W41422101 Meeting Type: AGM
Ticker: Meeting Date: 29-Apr-2010
ISIN: SE0000106270
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE
ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE
MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION
TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS
INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE
TO BE LODGED
PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN Non-Voting
ACCEPT ABSTAIN AS A VALID VOTE OPTION. THANK
YOU
1 Opening of the AGM Non-Voting
2 The election of Lawyer Sven Unger as a Chairman Non-Voting
for the AGM as proposed by the Election Committee
3 Address by Managing Director Karl-Johan Persson Non-Voting
followed by an opportunity to ask questions
about the Company
4 Establishment and the voting list Non-Voting
5 Approval of the agenda Non-Voting
6 The election of people to check the minutes Non-Voting
7 Examination of whether the meeting was duly Non-Voting
convened
8.a Presentation of the annual accounts and the Non-Voting
Auditors' report as well as the consolidated
accounts and the consolidated Auditors' report,
and the Auditors' statement on whether the
guidelines for remuneration to Senior Executives
applicable since the last AGM have been specified
8.b Statement by the Company's Auditor and the Chairman Non-Voting
of the Auditing Committee
8.c Statement by the Chairman of the Board on the Non-Voting
work of the Board
8.d Statement by the Chairman of the Election Committee Non-Voting
on the work of the Election Committee
9.a Adopt the income statement and the balance sheet Mgmt For For
as well as the consolidated income statement
and the consolidated balance sheet
9.b Approve a dividend to the Shareholders of SEK Mgmt For For
16.00 per share; the Board of Directors has
proposed Tuesday 04 MAY 2010 as the record
date; if the resolution is passed, dividends
are expected to be paid out by Euroclear Sweden
AB on Friday 07 MAY 2010
9.c Grant discharge to the Members of the Board Mgmt For For
and the Managing Director from liability to
the Company
10 Approve the establishment of the number of Board Mgmt For For
Members at 8 and with no Deputy Board Members
11 Approve the establishment of fees to the Board Mgmt For For
and the Auditors as specified
12 Election of Anders Dahlvig and Christian Sievert Mgmt For For
as the New Members and re-elect Mia Brunell
Livfors, Lottie Knutson, Sussi Kvart, Bo Lundquist,
Stefan Persson and Melker Schorling; Chairman
of the Board: re-election of Stefan Persson;
Stig Nordfelt has declined re-election
13 Approve the establishment of principles for Mgmt Against Against
the Election Committee and election of Members
of the Election Committee as specified
14 Approve the resolution on share split and amend Mgmt For For
Section 4 of the Articles of Association
15 Approve the guidelines for remuneration to Senior Mgmt For For
Executives as specified
16 Closing of the AGM Non-Voting
--------------------------------------------------------------------------------------------------------------------------
HESS CORPORATION Agenda Number: 933214152
--------------------------------------------------------------------------------------------------------------------------
Security: 42809H107 Meeting Type: Annual
Ticker: HES Meeting Date: 05-May-2010
ISIN: US42809H1077
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
N.F. BRADY Mgmt Withheld Against
G.P. HILL Mgmt For For
T.H. KEAN Mgmt Withheld Against
F.A. OLSON Mgmt Withheld Against
2 RATIFICATION OF THE SELECTION OF ERNST & YOUNG Mgmt For For
LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR
ENDING DECEMBER 31, 2010.
3 APPROVAL OF AMENDMENT TO 2008 LONG-TERM INCENTIVE Mgmt For For
PLAN TO INCREASE SHARES AVAILABLE FOR AWARD
BY 8 MILLION SHARES.
4 STOCKHOLDER PROPOSAL REQUESTING THE COMPANY Shr Against For
TO PROVIDE A REPORT ON POLITICAL SPENDING AND
POLICIES.
--------------------------------------------------------------------------------------------------------------------------
HEWLETT-PACKARD COMPANY Agenda Number: 933187191
--------------------------------------------------------------------------------------------------------------------------
Security: 428236103 Meeting Type: Annual
Ticker: HPQ Meeting Date: 17-Mar-2010
ISIN: US4282361033
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR : M.L. ANDREESSEN Mgmt For For
1B ELECTION OF DIRECTOR : L.T. BABBIO, JR. Mgmt For For
1C ELECTION OF DIRECTOR : S.M. BALDAUF Mgmt For For
1D ELECTION OF DIRECTOR : R.L. GUPTA Mgmt For For
1E ELECTION OF DIRECTOR : J.H. HAMMERGREN Mgmt For For
1F ELECTION OF DIRECTOR : M.V. HURD Mgmt For For
1G ELECTION OF DIRECTOR : J.Z. HYATT Mgmt For For
1H ELECTION OF DIRECTOR : J.R. JOYCE Mgmt For For
1I ELECTION OF DIRECTOR : R.L. RYAN Mgmt For For
IJ ELECTION OF DIRECTOR : L.S. SALHANY Mgmt For For
1K ELECTION OF DIRECTOR : G.K. THOMPSON Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF THE INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL
YEAR ENDING OCTOBER 31, 2010.
03 PROPOSAL TO APPROVE THE AMENDED AND RESTATED Mgmt For For
HEWLETT-PACKARD COMPANY 2004 STOCK INCENTIVE
PLAN.
04 PROPOSAL TO CONDUCT AN ANNUAL ADVISORY VOTE Mgmt For For
ON EXECUTIVE COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
HSBC HOLDINGS PLC, LONDON Agenda Number: 702327239
--------------------------------------------------------------------------------------------------------------------------
Security: G4634U169 Meeting Type: AGM
Ticker: Meeting Date: 28-May-2010
ISIN: GB0005405286
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Receive the annual accounts and reports of the Mgmt For For
Director's and of the Auditor for the YE 31
DEC 2009
2. Approve the Director's remuneration report for Mgmt For For
the YE 31 DEC 2009
3.a Re-elect R. A. Fairhead as a Director Mgmt For For
3.b Re-elect M. F. Geoghegan as a Director Mgmt For For
3.c Re-elect S. K. Green as a Director Mgmt For For
3.d Re-elect G. Morgan as a Director Mgmt For For
3.e Re-elect N. R. N. Murthy as a Director Mgmt For For
3.f Re-elect S. M. Robertson as a Director Mgmt For For
3.g Re-elect J. L. Thornton as a Director Mgmt For For
3.h Re-elect Sir Brian Williamson as a Director Mgmt For For
4. Re-appoint KPMG Audit PLC as the Auditor at Mgmt For For
remuneration to be determined by the Group
Audit Committee
5. Authorize the Directors, pursuant to and for Mgmt For For
the purposes of Section 551 of the Companies
Act 2006 [the Act] Company to allot shares
in the Company and to grant rights to subscribe
for, or to convert any security into, shares
in the Company up to an aggregate nominal amount
of GBP 100,000 [in the form of 10,000,000 Non-cumulative
Preference Shares of GBP 0.01 each], EUR 100,000
[in the form of 10,000,000 non-cumulative preference
shares of EUR 0.01 each], USD 85,500 [in the
form of 8,550,000 Non-Cumulative Preference
Shares of USD 0.01 each] and USD 1,742,319,000
[in the form of 3,484,638,000 ordinary shares
of USD 0.50 each in the capital of the Company
[Ordinary Shares] [the latter being equal to
approximately 20 per cent of the nominal amount
of Ordinary Shares of the Company in issue
at the latest practicable date prior to the
printing of the Notice of this Meeting]; provided
that this authority shall be limited so that,
otherwise than pursuant to: (a) a right issue
or other issue the subject of an offer or invitation,
open for acceptance for a period fixed by the
Directors, to: i) holders of Ordinary Shares
where the shares respectively attributable
to the interests of all holders of Ordinary
Shares are proportionate [or as nearly as may
be] to the respective number of Ordinary Shares
held by them; and ii) holders of Securities,
Bonds, Debentures or Warrants which, in accordance
with the rights attaching thereto, are entitled
to participate in such a rights issue or other
issue or as the Directors consider necessary,
but subject to such exclusions or other arrangements
as the Directors may deem necessary or expedient
in relation to record dates, fractional entitlements
or securities represented by depositary receipts
or having regard to any restrictions, obligations,
practical or legal problems under the laws
of or the requirements of any regulatory body
or Stock Exchange in any territory or otherwise
howsoever, or (b) the terms of any Share Plan
for employees of the Company or any of its
subsidiary undertakings; or (c) any scrip dividend
scheme or similar arrangements implemented
in accordance with the Articles of Association
of the Company; or (d) the allotment of up
to 10,000,000 Non-cumulative Preference Shares
of GBP 0.01 each, 10,000,000 Non-cumulative
Preference Shares of EUR 0.01 each and 8,550,000
Non-cumulative Preference Shares of USD 0.01
each in the capital of the Company, the nominal
amount of shares to be allotted or rights to
subscribe for, or to convert any security into,
shares to be granted by the Directors pursuant
to this authority wholly for cash shall not
in aggregate exceed USD 435,579,750 [being
equal to approximately 5% of the Ordinary Shares
of the Company in issue at the latest practical
date prior to the printing of the Notice of
this Meeting] [Authority expires at the conclusion
of the AGM of the Company to be held in 2011]
and the Directors may allot shares or grant
rights to subscribe for, or to convert any
security into, shares [as the case may be]
in pursuance of such offers or agreements as
if the authority conferred be had not expired
S.6 Authorize the Directors, subject to the passing Mgmt For For
of Resolution 5 as specified, pursuant to Section
570 of the Companies Act 2006 [the Act] to
allot equity securities [within the meaning
of Section 560 of the Act] [disapplying the
statutory pre-exemption rights 561(1) of the
Act]; [Authority expires at the conclusion
of the AGM of the Company to be held in 2011]
save that this authority shall allow the Company
before the expiry of this power to make offers
or agreements which would or might require
equity securities to be allotted after such
expiry and the Directors may allot equity securities
in pursuance of such offers or agreements as
if the power conferred hereby had not expired
S.7 Amend the Articles of Association of the Company Mgmt For For
as specified: (a) by deleting Article 55.2
in its entirely and renumbering the remainder
of Article 55 accordingly; (b) by inserting
into Article 55.2 [as renumbered pursuant to
this Resolution] the words include such statements
as are required by the Act and shall in any
event so that Article 55.2 shall begin as specified
(c) by deleting from Article 60.1 the words
the same day in the next week at the same time
and place, or to such other day and substituting
therefore the words such day [being not less
than ten clear days after the original meeting]
so that Article 60.1 reads as specified; (d)
by inserting into Article 73.3 the words, subject
to the Act, and deleting the words , on a poll,
so that Article 73.3 as specified; (e) by deleting
Article 74 in its entirely and renumbering
Articles 75, 76 and 77 accordingly; (f) by
inserting into Article 76 [as renumbered pursuant
to paragraph (e) of this Resolution] the following
new Article 76.2 to 76.4; and (g) by inserting
a new Article 77 as specified
8 Approve the amendment to the trust deed and Mgmt For For
rules of the HSBC Holding UK Share Incentive
Plan [UK SIP] [as specified] to extend the
termination date of the UK SIP from 29 MAY
2010 to 28 MAY 2020 and authorize the Directors
to do whatever may be necessary or expedient
to carry the amended UK SIP into effect including
making such changes as may be necessary or
expedient to secure the approval of HM Revenue
& Customs under Schedule 2 to the Income Tax
[Earning and pension] Act 2003; and to establish
for the benefit of non-United Kingdom resident
employees of the Company or of any of its direct
or indirect subsidiaries such further all-employee
share incentive plans as the Directors shall
from time to time consider appropriate, provided
that; i) any such further plans are based on
or similar to the UK SIP or any part or parts
thereof but with such variations as the Directors
may consider necessary or desirable, taking
into account local tax, exchange control and
securities laws in relevant overseas countries
or territories; and ii) where Ordinary Shares
of USD 0.50 each in the capital of the Company
[Ordinary Shares] made available under such
further plans are newly issued such Ordinary
Shares shall be counted against to overall
limit applicable to the Company's Employee
Share Plans, and so that for this purpose establishing
a plan also includes participating in any plan
established or operated by any direct or indirect
subsidiary or establishing or participating
in a sub-plan or adopting such other method
or approach as the Directors consider appropriate
to achieve the relevant objectives
S.9 Approve, that the Company General Meetings [other Mgmt For For
than AGMs] being called on a minimum of 14
clear days' notice
--------------------------------------------------------------------------------------------------------------------------
IBERDROLA SA, BILBAO Agenda Number: 702295444
--------------------------------------------------------------------------------------------------------------------------
Security: E6165F166 Meeting Type: OGM
Ticker: Meeting Date: 26-Mar-2010
ISIN: ES0144580Y14
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 662153 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.
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SECOND CALL ON
27 MAR 2010. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE
AGENDA IS AMENDED. THANK YOU.
PLEASE NOTE THAT AN INCENTIVE FEE OF EUR 0.005 Non-Voting
PER SHARE. THANK YOU
1. Approval of the individual annual financial Mgmt For For
statements of IBERDROLA, S.A. (balance sheet,
profit and loss statement, statement of changes
in shareholders' equity, statement of cash
flows, and notes) and of the consolidated financial
statements of IBERDROLA, S.A. and its subsidiaries
(balance sheet, profit and loss statement,
statement of changes in shareholders' equity,
statement of cash flows, and notes) for the
FY ended on 31 DEC 2009.
2. Approval of the individual management report Mgmt For For
of IBERDROLA, S.A. and of the consolidated
management report of IBERDROLA, S.A. and its
subsidiaries for the FYE on 31 DEC 2009.
3. Approval of the management and actions of the Mgmt For For
Board of Directors during the FYE 31 DEC 2009.
4. Re-election of the Auditor of the Company and Mgmt For For
of its Consolidated Group for FY 2010.
5. Approval of the proposal for the allocation Mgmt For For
of profits/losses and the distribution of dividends
for the FYE on 31 DEC 2009.
6. Approval, for the free-of-charge allocation Mgmt For For
of the ordinary shares issued to the shareholders
of the Company, of an increase in share capital
by means of a scrip issue at a maximum reference
market value of 1,866 million euros. The shareholders
will be offered the acquisition of their free-of-charge
allocation rights at a guaranteed price. Express
provision for the possibility of an incomplete
allocation. Application for admission of the
resulting shares to listing on the Bilbao,
Madrid, Barcelona and Valencia Stock Exchanges,
through the Automated Quotation System (Sistema
de Interconexion Bursatil). Delegation of powers
to the Board of Directors, with the express
power of substitution, including the power
to implement the capital increase by means
of a scrip issue on 1 or, at most, 2 occasions
(provided always that the reference market
value shall not exceed 1,048 million euros
in the first installment of the implementation
or 818 million euros in the second installment,
if any) and the power to amend Article 5 of
the By-Laws in each of the installments.
7.1.A Appointment of Ms. Maria Helena Antolin Raybaud Mgmt For For
as Director, with the status of External Independent
Director.
7.1.B Appointment of Mr. Santiago Martinez Lage as Mgmt For For
Director, with the status of External Independent
Director.
7.2.A Re-election of Mr. Victor de Urrutia Vallejo Mgmt For For
as Director, with the status of External Independent
Director.
7.2.B Re-election of Mr. Ricardo Alvarez Isasi as Mgmt For For
Director, with the status of External Independent
Director.
7.2.C Re-election of Mr. Jose Ignacio Berroeta Echevarria Shr For Against
as Director, with the status of External Independent
Director.
7.2.D Re-election of Mr. Juan Luis Arregui Ciarsolo Shr For Against
as Director, with the status of External Independent
Director.
7.2.E Re-election of Mr. Jose Ignacio Sanchez Galan Mgmt For For
as Director, with the status of Executive Director.
7.2.F Re-election of Mr. Julio de Miguel Aynat as Mgmt For For
Director, with the status of External Independent
Director.
7.2.G Re-election of Mr. Sebastian Battaner Arias Mgmt For For
as Director, with the status of External Independent
Director.
7.3 Establishment of the number of Directors. Mgmt For For
8. Authorization to the Board of Directors, with Mgmt For For
the express power of delegation, for the derivative
acquisition of the Company's own shares by
the Company itself and/or by its subsidiaries,
upon the terms provided by applicable law,
for which purpose the authorization granted
by the shareholders at the General Shareholders'
Meeting of 20 MAR 2009 is hereby deprived of
effect to the extent of the unused amount.
9. Delegation to the Board of Directors, with the Mgmt For For
express power of substitution, for a term of
5 years, of the power to issue: a) bonds or
simple debentures and other fixed-income securities
of a like nature (other than notes), as well
as preferred stock, up to a maximum amount
of 20 billion euros, and b) notes up to a maximum
amount at any given time, independently of
the foregoing, of 6 billion euros; and authorization
for the Company to guarantee, within the limits
set forth above, new issuances of securities
by subsidiaries, for which purpose the delegation
approved by the shareholders at the General
Shareholders' Meeting held on 20 MAR 2009 is
hereby deprived of effect to the extent of
the unused amount.
10. Authorization to the Board of Directors, with Mgmt For For
the express power of delegation, to apply for
the listing on and delisting from Spanish or
foreign, official or unofficial, organized
or other secondary markets of the shares, debentures,
bonds, notes, preferred stock or any other
securities issued or to be issued, and to adopt
such resolutions as may be necessary to ensure
the continued listing of the shares, debentures
or other securities of the Company that may
then be outstanding, for which purpose the
authorization granted by the shareholders at
the General Shareholders' Meeting of 20 MAR
2009 is hereby deprived of effect.
11. Authorization to the Board of Directors, with Mgmt For For
the express power of delegation, to create
and fund associations and foundations, pursuant
to applicable legal provisions, for which purpose
the authorization granted by the shareholders
at the General Shareholders' Meeting of 20
MAR 2009 is hereby deprived of effect to the
extent of the unused amount.
12. Amendment of Articles 11 and 62 of the By-Laws. Mgmt For For
13. Delegation of powers to formalize and execute Mgmt For For
all resolutions adopted by the shareholders
at the General Shareholders' Meeting, for conversion
thereof into a public instrument, and for the
interpretation, correction and supplementation
thereof or further elaboration thereon until
the required registrations are made.
PLEASE BE ADVISED THAT THE RECOMMENDATIONS FOR Non-Voting
RESOLUTIONS 7.2.C AND 7.2.D ARE INCORRECTLY
DISPLAYED. THESE ITEMS ARE MANAGEMENT PROPOSALS
AND RECOMMENDATIONS ARE TO VOTE FOR THESE ITEMS.
--------------------------------------------------------------------------------------------------------------------------
ILLINOIS TOOL WORKS INC. Agenda Number: 933207272
--------------------------------------------------------------------------------------------------------------------------
Security: 452308109 Meeting Type: Annual
Ticker: ITW Meeting Date: 07-May-2010
ISIN: US4523081093
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: MARVIN D. BRAILSFORD Mgmt For For
1B ELECTION OF DIRECTOR: SUSAN CROWN Mgmt For For
1C ELECTION OF DIRECTOR: DON H. DAVIS, JR. Mgmt For For
1D ELECTION OF DIRECTOR: ROBERT C. MCCORMACK Mgmt For For
1E ELECTION OF DIRECTOR: ROBERT S. MORRISON Mgmt For For
1F ELECTION OF DIRECTOR: JAMES A. SKINNER Mgmt For For
1G ELECTION OF DIRECTOR: DAVID B. SMITH, JR. Mgmt For For
1H ELECTION OF DIRECTOR: DAVID B. SPEER Mgmt For For
1I ELECTION OF DIRECTOR: PAMELA B. STROBEL Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS ITW'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2010.
03 STOCKHOLDER PROPOSAL, IF PRESENTED AT THE MEETING, Shr Against For
REQUESTING REPORTS ON POLITICAL CONTRIBUTIONS
AND EXPENDITURES.
--------------------------------------------------------------------------------------------------------------------------
IMPERIAL TOB GROUP PLC Agenda Number: 702180819
--------------------------------------------------------------------------------------------------------------------------
Security: G4721W102 Meeting Type: AGM
Ticker: Meeting Date: 02-Feb-2010
ISIN: GB0004544929
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the report and accounts Mgmt For For
2. Approve the Directors' remuneration report Mgmt For For
3. Declare a final dividend Mgmt For For
4. Re-elect Dr. K M Burnett Mgmt For For
5. Re-elect Mr. J D Comolli Mgmt For For
6. Re-elect Mr. R Dyrbus Mgmt For For
7. Re-elect Mr. C F Knott Mgmt For For
8. Re-elect Mr. I J G Napier Mgmt For For
9. Re-appoint PricewaterhouseCoopers LLP as the Mgmt For For
Auditors to hold office until the conclusion
of the next general meeting at which accounts
are laid before the Company
10. Approve the remuneration of the Auditors Mgmt For For
11. Approve the donations to political organizations Mgmt For For
12. Grant authority to allot securities Mgmt For For
S.13 Approve to disapply preemption rights Mgmt For For
S.14 Approve the purchase of own shares Mgmt For For
S.15 Approve the notice period for general meetings Mgmt For For
S.16 Approve the Memorandum and Articles of Association Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
INTEL CORPORATION Agenda Number: 933224367
--------------------------------------------------------------------------------------------------------------------------
Security: 458140100 Meeting Type: Annual
Ticker: INTC Meeting Date: 19-May-2010
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 THE CURRENT YEAR
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL BUSINESS MACHINES CORP. Agenda Number: 933199653
--------------------------------------------------------------------------------------------------------------------------
Security: 459200101 Meeting Type: Annual
Ticker: IBM Meeting Date: 27-Apr-2010
ISIN: US4592001014
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: A.J.P. BELDA Mgmt For For
1B ELECTION OF DIRECTOR: C. BLACK Mgmt For For
1C ELECTION OF DIRECTOR: W.R. BRODY Mgmt For For
1D ELECTION OF DIRECTOR: K.I. CHENAULT Mgmt For For
1E ELECTION OF DIRECTOR: M.L. ESKEW Mgmt For For
1F ELECTION OF DIRECTOR: S.A. JACKSON Mgmt For For
1G ELECTION OF DIRECTOR: A.N. LIVERIS Mgmt For For
1H ELECTION OF DIRECTOR: W.J. MCNERNEY, JR. Mgmt For For
1I ELECTION OF DIRECTOR: T. NISHIMURO Mgmt For For
1J ELECTION OF DIRECTOR: J.W. OWENS Mgmt For For
1K ELECTION OF DIRECTOR: S.J. PALMISANO Mgmt For For
1L ELECTION OF DIRECTOR: J.E. SPERO Mgmt For For
1M ELECTION OF DIRECTOR: S. TAUREL Mgmt For For
1N ELECTION OF DIRECTOR: L.H. ZAMBRANO Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM
03 STOCKHOLDER PROPOSAL ON EXECUTIVE COMPENSATION Shr For Against
ANNUAL INCENTIVE PAYOUT
04 STOCKHOLDER PROPOSAL ON CUMULATIVE VOTING Shr Against For
05 STOCKHOLDER PROPOSAL ON NEW THRESHOLD FOR CALLING Shr For Against
SPECIAL MEETINGS
06 STOCKHOLDER PROPOSAL ON ADVISORY VOTE ON EXECUTIVE Shr Against For
COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
INTESA SANPAOLO SPA, TORINO Agenda Number: 702356076
--------------------------------------------------------------------------------------------------------------------------
Security: T55067101 Meeting Type: AGM
Ticker: Meeting Date: 30-Apr-2010
ISIN: IT0000072618
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting
REACH QUORUM, THERE WILL BE A SECOND CALL ON
30APR 2010. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS
WILL REMAIN VALID FOR ALL CALLS UNLESS THE
AGENDA IS AMENDED. THANK YOU.
1. Proposal for allocation of net income for FYE Mgmt For For
31 DEC 2009 and for dividend distribution.
2. Determination of the number of Supervisory Board Mgmt For For
Members for financial years 2010/2011/2012.
PLEASE NOTE THAT ALTHOUGH THERE ARE FIVE CANDIDATE Non-Voting
SLEDS TO BE ELECTED AS SUPERVISORS, THERE IS
ONLY ONE VACANCY AVAILABLE TO BE FILLED AT
THE MEETING. THE STANDING INSTRUCTIONS FOR
THIS MEETING WILL BE DISABLED AND, IF YOU CHOOSE,
YOU ARE REQUIRED TO VOTE FOR ONLY ONE OF THE
FIVE SUPORVISOR SLEDS. THANK YOU.
3.1 List presented by Compagnia Sanpaolo and Fondazione Mgmt No vote *
Cariplo 16 candidates current Chairman, 7
current members and 8 new candidates. To view
the complete list of candidates please copy
and paste the below link into you internet
browser: https://materials.proxyvote.com/Approved/99999Z/19840101/INFST_58351.PDF
3.2 List presented by Fondazione Cassa di Risparmio Shr No vote *
Padova e Rovigo, Ente Cassa di Risparmio di
Firenze and Fondazione Cassa di Risparmio in
Bologna 9 candidates 3 current members and
6 new candidates. To view the complete list
of candidates please copy and paste the below
link into you internet browser: https://materials.proxyvote.com/Approved/99999Z/19840101/INFST_58352.PDF
3.3 List presented by Assicurazioni Generali S.p.A. Shr No vote *
2 candidates 1 current member and 1 new candidate.
To view the complete list of candidates please
copy and paste the below link into you internet
browser: https://materials.proxyvote.com/Approved/99999Z/19840101/INFST_58353.PDF
3.4 List Presented by Aletti Gestielle S.G.R. S.p.A., Shr For Against
Allianz Global Investors Italia SgrpA, Arca
S.G.R. S.p.A., BNP Asset Management SGR S.p.A.,
Kairos Partners SGR S.p.A., Kairos International
Sicav, Mediolanum Gestione Fondi SGRpA, Challenge
Funds, Pioneer Investment Management SGRpA,
Pioneer Asset Management SA, Prima SGR S.p.A.,
Stichting Depositary APG Developed Markets
Equity Pool and UBIPramerica Sgr S.p.A. 2
candidates 1 current member and 1 new candidate.
To view the complete list of candidates please
copy and paste the below link into you internet
browser: https://materials.proxyvote.com/Approved/99999Z/19840101/INFST_58354.PDF
3.5 List presented by Credit Agricole S.A.- Shr No vote *
2 candidates-2 new candidates. To view
the complete list of candidates please copy
and paste the below link into your internet
browser: https://materials.proxyvote.com/Approved/99999Z/19840101/INFST_58355.PDF
4. Election of the Chairmen and Deputy Chairman Mgmt Against Against
of the Supervisory Board for financial years
2010/2011/2012 [pursuant to Article 23.8 of
the Articles of Association].
5. Determination of remuneration due to Supervisory Mgmt Against Against
Board Members [pursuant to Article 23.13 of
the Articles of Association].
6. Policies on remuneration due to Management Board Mgmt Against Against
Members.
7. Share-based long term incentive plans. Mgmt Against Against
--------------------------------------------------------------------------------------------------------------------------
JOHNSON & JOHNSON Agenda Number: 933205963
--------------------------------------------------------------------------------------------------------------------------
Security: 478160104 Meeting Type: Annual
Ticker: JNJ Meeting Date: 22-Apr-2010
ISIN: US4781601046
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: MARY SUE COLEMAN Mgmt For For
1B ELECTION OF DIRECTOR: JAMES G. CULLEN Mgmt For For
1C ELECTION OF DIRECTOR: MICHAEL M.E. JOHNS Mgmt For For
1D ELECTION OF DIRECTOR: SUSAN L. LINDQUIST Mgmt For For
1E ELECTION OF DIRECTOR: ANNE M. MULCAHY Mgmt For For
1F ELECTION OF DIRECTOR: LEO F. MULLIN Mgmt For For
1G ELECTION OF DIRECTOR: WILLIAM D. PEREZ Mgmt For For
1H ELECTION OF DIRECTOR: CHARLES PRINCE Mgmt For For
1I ELECTION OF DIRECTOR: DAVID SATCHER Mgmt For For
1J ELECTION OF DIRECTOR: WILLIAM C. WELDON Mgmt For For
02 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2010
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Shr For Against
04 SPECIAL SHAREOWNER MEETINGS Shr For Against
--------------------------------------------------------------------------------------------------------------------------
JPMORGAN CHASE & CO. Agenda Number: 933226501
--------------------------------------------------------------------------------------------------------------------------
Security: 46625H100 Meeting Type: Annual
Ticker: JPM Meeting Date: 18-May-2010
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 For For
04 POLITICAL NON-PARTISANSHIP Shr Against For
05 SPECIAL SHAREOWNER MEETINGS Shr For Against
06 COLLATERAL IN OVER THE COUNTER DERIVATIVES TRADING Shr For Against
07 SHAREHOLDER ACTION BY WRITTEN CONSENT Shr For Against
08 INDEPENDENT CHAIRMAN Shr For Against
09 PAY DISPARITY Shr Against For
10 SHARE RETENTION Shr For Against
--------------------------------------------------------------------------------------------------------------------------
KELLOGG COMPANY Agenda Number: 933199588
--------------------------------------------------------------------------------------------------------------------------
Security: 487836108 Meeting Type: Annual
Ticker: K Meeting Date: 23-Apr-2010
ISIN: US4878361082
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
BENJAMIN CARSON Mgmt For For
GORDON GUND Mgmt For For
DOROTHY JOHNSON Mgmt For For
A. MCLAUGHLIN KOROLOGOS Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS KELLOGG'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2010.
03 SHAREOWNER PROPOSAL TO ADOPT SIMPLE MAJORITY Shr For Against
VOTE.
--------------------------------------------------------------------------------------------------------------------------
LINCOLN NATIONAL CORPORATION Agenda Number: 933244080
--------------------------------------------------------------------------------------------------------------------------
Security: 534187109 Meeting Type: Annual
Ticker: LNC Meeting Date: 27-May-2010
ISIN: US5341871094
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
WILLIAM J. AVERY Mgmt For For
WILLIAM H. CUNNINGHAM Mgmt For For
WILLIAM PORTER PAYNE Mgmt For For
PATRICK S. PITTARD Mgmt For For
2 TO RATIFY ERNST & YOUNG LLP AS OUR INDEPENDENT Mgmt For For
PUBLIC ACCOUNTING FIRM FOR 2010.
3 TO APPROVE AN AMENDMENT TO OUR AMENDED AND RESTATED Mgmt For For
ARTICLES OF INCORPORATION TO PROVIDE FOR ELECTION
OF DIRECTORS BY MAJORITY VOTE.
4 VOTE TO APPROVE AN ADVISORY PROPOSAL ON THE Mgmt For For
COMPENSATION OF EXECUTIVES AS DISCLOSED IN
THE PROXY STATEMENT.
--------------------------------------------------------------------------------------------------------------------------
LOCKHEED MARTIN CORPORATION Agenda Number: 933206333
--------------------------------------------------------------------------------------------------------------------------
Security: 539830109 Meeting Type: Annual
Ticker: LMT Meeting Date: 22-Apr-2010
ISIN: US5398301094
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: E.C. "PETE" ALDRIDGE JR. Mgmt For For
1B ELECTION OF DIRECTOR: NOLAN D. ARCHIBALD Mgmt For For
1C ELECTION OF DIRECTOR: DAVID B. BURRITT Mgmt For For
1D ELECTION OF DIRECTOR: JAMES O. ELLIS JR. Mgmt For For
1E ELECTION OF DIRECTOR: GWENDOLYN S. KING Mgmt For For
1F ELECTION OF DIRECTOR: JAMES M. LOY Mgmt For For
1G ELECTION OF DIRECTOR: DOUGLAS H. MCCORKINDALE Mgmt For For
1H ELECTION OF DIRECTOR: JOSEPH W. RALSTON Mgmt For For
1I ELECTION OF DIRECTOR: JAMES M. SCHNEIDER Mgmt For For
1J ELECTION OF DIRECTOR: ANNE STEVENS Mgmt For For
1K ELECTION OF DIRECTOR: ROBERT J. STEVENS Mgmt For For
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS INDEPENDENT AUDITORS
03 STOCKHOLDER PROPOSAL: REPORT ON SPACE-BASED Shr Against For
WEAPONS PROGRAM
--------------------------------------------------------------------------------------------------------------------------
LVMH MOET HENNESSY LOUIS VUITTON, PARIS Agenda Number: 702287740
--------------------------------------------------------------------------------------------------------------------------
Security: F58485115 Meeting Type: MIX
Ticker: Meeting Date: 15-Apr-2010
ISIN: FR0000121014
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- FRENCH RESIDENT SHAREOWNERS MUST COMPLETE, SIGN Non-Voting
AND FORWARD THE PROXY CARD DIRECTLY TO THE
SUB CUSTODIAN. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN THE NECESSARY
CARD, ACCOUNT DETAILS AND DIRECTIONS. THE
FOLLOWING APPLIES TO NON-RESIDENT SHAREOWNERS:
PROXY CARDS: VOTING INSTRUCTIONS WILL
BE FORWARDED TO THE GLOBAL CUSTODIANS THAT
HAVE BECOME REGISTERED INTERMEDIARIES,
ON THE VOTE DEADLINE DATE. IN CAPACITY AS
REGISTERED INTERMEDIARY, THE GLOBAL
CUSTODIAN WILL SIGN THE PROXY CARD AND FORWARD
TO THE LOCAL CUSTODIAN. IF YOU ARE UNSURE WHETHER
YOUR GLOBAL CUSTODIAN ACTS AS REGISTERED
INTERMEDIARY, PLEASE CONTACT YOUR REPRESENTATIVE
- PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
- PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting
INFORMATION IS AVAILABLE BY CLICKING ON
THE MATERIAL URL LINK:
https://balo.journal-officiel.gouv.fr/pdf/2010/0310/201003101000501.pdf
O.1 Approve the Company accounts Mgmt For For
O.2 Approve the consolidated accounts Mgmt For For
O.3 Approve the regulated agreements specified in Mgmt Against Against
Article L. 225-38 of the Code du Commerce
Commercial Code
O.4 Approve the allocation of the result - setting Mgmt For For
of the dividend
O.5 Approve the renewal of the Director's mandate Mgmt Against Against
held by M. Bernard Arnault
O.6 Approve the renewal of the Director's mandate Mgmt Against Against
held by Mme. Delphine Arnault
O.7 Approve the renewal of the Director's mandate Mgmt Against Against
held by M. Nicholas Clive Worms
O.8 Approve the renewal of the Director's mandate Mgmt Against Against
held by M. Patrick Houel
O.9 Approve the renewal of the Director's mandate Mgmt Against Against
held by M. Felix G Rahatyn
O.10 Approve the renewal of the Director's mandate Mgmt For For
held by M. Hubert Vedrine
O.11 Appointment of Mme. Helene Carrere d'Encausse Mgmt For For
as a Director
O.12 Approve the renewal of the Censor's mandate Mgmt Against Against
held by M. Kilian Hennessy
O.13 Approve the renewal of the Auditor's mandate Mgmt For For
held by Deloitte & Associes
O.14 Appointment of Ernst & Young and Others as the Mgmt For For
Auditors
O.15 Approve the renewal of the Auditor's mandate Mgmt For For
held by M. Denis Grison
O.16 Appointment of Auditex as an Assistant Auditors Mgmt For For
O.17 Grant authority to manipulate Company shares Mgmt For For
E.18 Grant authority to reduce capital stock by canceling Mgmt For For
self-held shares
--------------------------------------------------------------------------------------------------------------------------
MCDONALD'S CORPORATION Agenda Number: 933232491
--------------------------------------------------------------------------------------------------------------------------
Security: 580135101 Meeting Type: Annual
Ticker: MCD Meeting Date: 20-May-2010
ISIN: US5801351017
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: WALTER E. MASSEY Mgmt For For
1B ELECTION OF DIRECTOR: JOHN W. ROGERS, JR. Mgmt For For
1C ELECTION OF DIRECTOR: ROGER W. STONE Mgmt For For
1D ELECTION OF DIRECTOR: MILES D. WHITE Mgmt For For
02 APPROVAL OF THE APPOINTMENT OF AN INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM TO SERVE
AS INDEPENDENT AUDITORS FOR 2010.
03 SHAREHOLDER PROPOSAL RELATING TO SHAREHOLDER Shr For Against
VOTE ON EXECUTIVE COMPENSATION.
04 SHAREHOLDER PROPOSAL RELATING TO SIMPLE MAJORITY Shr For Against
VOTE.
05 SHAREHOLDER PROPOSAL RELATING TO THE USE OF Shr Against For
CONTROLLED ATMOSPHERE STUNNING.
06 SHAREHOLDER PROPOSAL RELATING TO THE USE OF Shr Against For
CAGE-FREE EGGS.
--------------------------------------------------------------------------------------------------------------------------
MERCK & CO., INC. Agenda Number: 933117980
--------------------------------------------------------------------------------------------------------------------------
Security: 589331107 Meeting Type: Special
Ticker: MRK Meeting Date: 07-Aug-2009
ISIN: US5893311077
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF Mgmt For For
MERGER, DATED AS OF MARCH 8, 2009, BY AND AMONG
MERCK & CO., INC., SCHERING-PLOUGH CORPORATION,
SP MERGER SUBSIDIARY ONE, INC. (FORMERLY BLUE,
INC.) AND SP MERGER SUBSIDIARY TWO, INC. (FORMERLY
PURPLE, INC.), AS IT MAY BE AMENDED.
--------------------------------------------------------------------------------------------------------------------------
MERCK & CO., INC. Agenda Number: 933236920
--------------------------------------------------------------------------------------------------------------------------
Security: 58933Y105 Meeting Type: Annual
Ticker: MRK Meeting Date: 25-May-2010
ISIN: US58933Y1055
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: LESLIE A. BRUN Mgmt For For
1B ELECTION OF DIRECTOR: THOMAS R. CECH Mgmt For For
1C ELECTION OF DIRECTOR: RICHARD T. CLARK Mgmt For For
1D ELECTION OF DIRECTOR: THOMAS H. GLOCER Mgmt For For
1E ELECTION OF DIRECTOR: STEVEN F. GOLDSTONE Mgmt For For
1F ELECTION OF DIRECTOR: WILLIAM B. HARRISON, JR. Mgmt For For
1G ELECTION OF DIRECTOR: HARRY R. JACOBSON Mgmt For For
1H ELECTION OF DIRECTOR: WILLIAM N. KELLEY Mgmt For For
1I ELECTION OF DIRECTOR: C. ROBERT KIDDER Mgmt For For
1J ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS Mgmt For For
1K ELECTION OF DIRECTOR: CARLOS E. REPRESAS Mgmt For For
1L ELECTION OF DIRECTOR: PATRICIA F. RUSSO Mgmt For For
1M ELECTION OF DIRECTOR: THOMAS E. SHENK Mgmt For For
1N ELECTION OF DIRECTOR: ANNE M. TATLOCK Mgmt For For
1O ELECTION OF DIRECTOR: CRAIG B. THOMPSON Mgmt For For
1P ELECTION OF DIRECTOR: WENDELL P. WEEKS Mgmt For For
1Q ELECTION OF DIRECTOR: PETER C. WENDELL Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF THE COMPANY'S Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR 2010.
03 PROPOSAL TO ADOPT THE 2010 INCENTIVE STOCK PLAN. Mgmt For For
04 PROPOSAL TO ADOPT THE 2010 NON-EMPLOYEE DIRECTORS Mgmt For For
STOCK OPTION PLAN.
--------------------------------------------------------------------------------------------------------------------------
METLIFE, INC. Agenda Number: 933215433
--------------------------------------------------------------------------------------------------------------------------
Security: 59156R108 Meeting Type: Annual
Ticker: MET Meeting Date: 27-Apr-2010
ISIN: US59156R1086
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
R. GLENN HUBBARD Mgmt For For
ALFRED F. KELLY, JR. Mgmt For For
JAMES M. KILTS Mgmt For For
DAVID SATCHER Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2010
03 SHAREHOLDER PROPOSAL ON CUMULATIVE VOTING Shr Against For
--------------------------------------------------------------------------------------------------------------------------
MICROSOFT CORPORATION Agenda Number: 933150310
--------------------------------------------------------------------------------------------------------------------------
Security: 594918104 Meeting Type: Annual
Ticker: MSFT Meeting Date: 19-Nov-2009
ISIN: US5949181045
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 ELECTION OF DIRECTOR: WILLIAM H. GATES III Mgmt For For
02 ELECTION OF DIRECTOR: STEVEN A. BALLMER Mgmt For For
03 ELECTION OF DIRECTOR: DINA DUBLON Mgmt For For
04 ELECTION OF DIRECTOR: RAYMOND V. GILMARTIN Mgmt For For
05 ELECTION OF DIRECTOR: REED HASTINGS Mgmt For For
06 ELECTION OF DIRECTOR: MARIA KLAWE Mgmt For For
07 ELECTION OF DIRECTOR: DAVID F. MARQUARDT Mgmt For For
08 ELECTION OF DIRECTOR: CHARLES H. NOSKI Mgmt For For
09 ELECTION OF DIRECTOR: HELMUT PANKE Mgmt For For
10 RATIFICATION OF THE SELECTION OF DELOITTE & Mgmt For For
TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITOR
11 TO APPROVE AMENDMENTS TO AMENDED AND RESTATED Mgmt For For
ARTICLES OF INCORPORATION
12 ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt For For
13 SHAREHOLDER PROPOSAL - ADOPTION OF HEALTHCARE Shr Against For
REFORM PRINCIPLES
14 SHAREHOLDER PROPOSAL - DISCLOSURE OF CHARITABLE Shr Against For
CONTRIBUTIONS
--------------------------------------------------------------------------------------------------------------------------
MONSANTO COMPANY Agenda Number: 933172900
--------------------------------------------------------------------------------------------------------------------------
Security: 61166W101 Meeting Type: Annual
Ticker: MON Meeting Date: 26-Jan-2010
ISIN: US61166W1018
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: FRANK V. ATLEE III Mgmt For For
1B ELECTION OF DIRECTOR: DAVID L. CHICOINE, PH.D Mgmt For For
1C ELECTION OF DIRECTOR: ARTHUR H. HARPER Mgmt For For
1D ELECTION OF DIRECTOR: GWENDOLYN S. KING Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM.
03 APPROVAL OF PERFORMANCE GOALS UNDER THE MONSANTO Mgmt For For
COMPANY 2005 LONG-TERM INCENTIVE PLAN.
--------------------------------------------------------------------------------------------------------------------------
NESTLE S A Agenda Number: 702312567
--------------------------------------------------------------------------------------------------------------------------
Security: H57312649 Meeting Type: AGM
Ticker: Meeting Date: 15-Apr-2010
ISIN: CH0038863350
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting
REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES
AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY.
UPON RECEIPT OF THE VOTING INSTRUCTION, IT
IS POSSIBLE THAT A MARKER MAY BE PLACED ON
YOUR SHARES TO ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE.
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting
MEETING NOTICE SENT UNDER MEETING 603908 INCLUDING
THE AGENDA. TO VOTE IN THE UPCOMING MEETING,
YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL
BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU.
1.1 Approve the Annual Report, the financial statements Mgmt No vote *
of Nestle S.A. and the consolidated financial
statements of the Nestle Group for 2009
1.2 Approve the acceptance of the compensation report Mgmt No vote *
2009
2. Approve to release the Members of the Board Mgmt No vote *
of Directors and of the Management
3. Approve the appropriation of profits resulting Mgmt No vote *
from the balance sheet of Nestle S.A Retained
earnings as specified provided that the proposal
of the Board of Directors is approved, the
gross dividend will amount to CHF 1.60 per
share, representing a net amount of CHF 1.04
per share after payment of the Swiss withholding
tax of 35% the last trading day with entitlement
to receive the dividend is 16 APR 2010, the
shares will be traded ex dividend as of 19
APR 2010, the net dividend will be payable
as from 22 APR 2010
4.1.1 Re-elections of Mr. Peter Brabeck-Letmathe to Mgmt No vote *
the Board of Directors for a term of 3 years
4.1.2 Re-elections of Mr. Steven G. Hoch, to the Board Mgmt No vote *
of Directors for a term of 3 years
4.1.3 Re-elections of Mr.Andre Kudelski to the Board Mgmt No vote *
of Directors for a term of 3 years
4.1.4 Re-elections of Mr.Jean-Rene Fourtou to the Mgmt No vote *
Board of Directors for a term of 2 years
4.2.1 Elections of Mrs. Titia de Lange to the Board Mgmt No vote *
of Directors for a term of 3 years
4.2.2 Elections of Mr. Jean-Pierre Roth to the Board Mgmt No vote *
of Directors for a term of 3 years
4.3 Re-election of KPMG S.A., Geneva branch for Mgmt No vote *
a term of 1year
5. Approve the cancellation of 185,000.000 shares Mgmt No vote *
repurchased under the share buy-back programme,
and reduction of share capital by CHF 18,500.000,
and amend the Article 3 of the Articles of
Association as specified
6. Amend the New Article 4 of the Articles of Association Mgmt No vote *
as specified
--------------------------------------------------------------------------------------------------------------------------
NIKE, INC. Agenda Number: 933126941
--------------------------------------------------------------------------------------------------------------------------
Security: 654106103 Meeting Type: Annual
Ticker: NKE Meeting Date: 21-Sep-2009
ISIN: US6541061031
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JILL K. CONWAY Mgmt For For
ALAN B. GRAF, JR. Mgmt For For
JOHN C. LECHLEITER Mgmt For For
02 TO APPROVE AN AMENDMENT TO THE NIKE, INC. EMPLOYEE Mgmt For For
STOCK PURCHASE PLAN.
03 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
--------------------------------------------------------------------------------------------------------------------------
NORTHERN TRUST CORPORATION Agenda Number: 933205076
--------------------------------------------------------------------------------------------------------------------------
Security: 665859104 Meeting Type: Annual
Ticker: NTRS Meeting Date: 20-Apr-2010
ISIN: US6658591044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
LINDA WALKER BYNOE Mgmt For For
NICHOLAS D. CHABRAJA Mgmt For For
SUSAN CROWN Mgmt For For
DIPAK C. JAIN Mgmt For For
ROBERT W. LANE Mgmt For For
ROBERT C. MCCORMACK Mgmt For For
EDWARD J. MOONEY Mgmt For For
JOHN W. ROWE Mgmt For For
DAVID H.B. SMITH, JR. Mgmt For For
WILLIAM D. SMITHBURG Mgmt For For
ENRIQUE J. SOSA Mgmt For For
CHARLES A. TRIBBETT III Mgmt For For
FREDERICK H. WADDELL Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF KPMG LLP Mgmt For For
AS THE CORPORATION'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2010.
--------------------------------------------------------------------------------------------------------------------------
NOVARTIS AG, BASEL Agenda Number: 702231452
--------------------------------------------------------------------------------------------------------------------------
Security: H5820Q150 Meeting Type: AGM
Ticker: Meeting Date: 26-Feb-2010
ISIN: CH0012005267
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting
MEETING NOTICE SENT UNDER MEETING 610175, INCLUDING
THE AGENDA. TO VOTE IN THE UPCOMING MEETING,
YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL
BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU.
Blocking of registered shares is not a legal Non-Voting
requirement in the Swiss market, specific policies
at the individual sub-custodians may vary.
Upon receipt of the voting instruction, it
is possible that a marker may be placed on
your shares to allow for reconciliation and
re-registration following a trade. If you have
concerns regarding your accounts, please contact
your client service representative.
A.1 Approval of the annual report, the financial Mgmt No vote *
statements of Novartis AG and the group consolidated
financial statements for the business year
2009
A.2 Discharge from liability of the Members of the Mgmt No vote *
Board of Directors and the Executive Committee
A.3 Appropriation of available earnings of Novartis Mgmt No vote *
AG as per balance sheet and declaration of
dividend
A.4.1 Amendments to the Articles of Incorporation Mgmt No vote *
- Implementation of the Book Entry Securities
Act
A.4.2 Amendments to the Articles of Incorporation Mgmt No vote *
- Introduction of a Consultative Vote on the
Compensation System
A.5.A Re-election of Marjorie M.T. Yang, for a 3 year Mgmt No vote *
term
A.5.B Re-election of Daniel Vasella, M.D., for a 3 Mgmt No vote *
year term
A.5.C Re-election of Hans-Joerg Rudloff, for a 1 year Mgmt No vote *
term
A.6 Election of PricewaterhouseCoopers as Auditor Mgmt No vote *
of Novartis AG for 1 year
B. If shareholders at the Annual General Meeting Mgmt No vote *
propose additional and/or counterproposals,
I/we instruct the Independent Proxy to vote
according to the proposal of the Board of Directors
--------------------------------------------------------------------------------------------------------------------------
OCCIDENTAL PETROLEUM CORPORATION Agenda Number: 933224761
--------------------------------------------------------------------------------------------------------------------------
Security: 674599105 Meeting Type: Annual
Ticker: OXY Meeting Date: 07-May-2010
ISIN: US6745991058
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: SPENCER ABRAHAM Mgmt Against Against
1B ELECTION OF DIRECTOR: JOHN S. CHALSTY Mgmt Against Against
1C ELECTION OF DIRECTOR: STEPHEN I. CHAZEN Mgmt Against Against
1D ELECTION OF DIRECTOR: EDWARD P. DJEREJIAN Mgmt Against Against
1E ELECTION OF DIRECTOR: JOHN E. FEICK Mgmt Against Against
1F ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ Mgmt Against Against
1G ELECTION OF DIRECTOR: RAY R. IRANI Mgmt Against Against
1H ELECTION OF DIRECTOR: IRVIN W. MALONEY Mgmt Against Against
1I ELECTION OF DIRECTOR: AVEDICK B. POLADIAN Mgmt Against Against
1J ELECTION OF DIRECTOR: RODOLFO SEGOVIA Mgmt Against Against
1K ELECTION OF DIRECTOR: AZIZ D. SYRIANI Mgmt Against Against
1L ELECTION OF DIRECTOR: ROSEMARY TOMICH Mgmt Against Against
1M ELECTION OF DIRECTOR: WALTER L. WEISMAN Mgmt Against Against
02 RATIFICATION OF SELECTION OF KPMG AS INDEPENDENT Mgmt For For
AUDITORS.
03 RE-APPROVAL OF PERFORMANCE GOALS UNDER INCENTIVE Mgmt For For
PLAN PURSUANT TO TAX DEDUCTION RULES.
04 ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION Mgmt Against Against
PHILOSOPHY AND PRACTICE.
05 ELIMINATION OF COMPENSATION OVER $500,000 PER Shr Against For
YEAR.
06 POLICY TO SEPARATE CHAIRMAN AND CHIEF EXECUTIVE Shr For Against
OFFICER ROLES.
07 PERCENTAGE OF STOCKHOLDER OWNERSHIP REQUIRED Shr For Against
TO CALL SPECIAL MEETING OF STOCKHOLDERS.
08 REPORT ON ASSESSMENT OF HOST COUNTRY LAWS. Shr Against For
09 DIRECTOR ELECTION BY MAJORITY STOCKHOLDER VOTE. Shr Against For
10 REPORT ON INCREASING INHERENT SECURITY OF CHEMICAL Shr Against For
FACILITIES.
11 POLICY ON ACCELERATED VESTING IN EVENT OF CHANGE Shr For Against
IN CONTROL.
--------------------------------------------------------------------------------------------------------------------------
ORACLE CORPORATION Agenda Number: 933133528
--------------------------------------------------------------------------------------------------------------------------
Security: 68389X105 Meeting Type: Annual
Ticker: ORCL Meeting Date: 07-Oct-2009
ISIN: US68389X1054
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JEFFREY S. BERG Mgmt Withheld Against
H. RAYMOND BINGHAM Mgmt For For
MICHAEL J. BOSKIN Mgmt For For
SAFRA A. CATZ Mgmt For For
BRUCE R. CHIZEN Mgmt For For
GEORGE H. CONRADES Mgmt For For
LAWRENCE J. ELLISON Mgmt For For
HECTOR GARCIA-MOLINA Mgmt Withheld Against
JEFFREY O. HENLEY Mgmt For For
DONALD L. LUCAS Mgmt For For
CHARLES E. PHILLIPS, JR Mgmt For For
NAOMI O. SELIGMAN Mgmt Withheld Against
02 PROPOSAL FOR THE APPROVAL OF THE ADOPTION OF Mgmt For For
THE FISCAL YEAR 2010 EXECUTIVE BONUS PLAN.
03 PROPOSAL TO RATIFY THE SELECTION OF ERNST & Mgmt For For
YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL
YEAR ENDING MAY 31, 2010.
04 STOCKHOLDER PROPOSAL REGARDING SPECIAL STOCKHOLDER Shr For Against
MEETINGS.
05 STOCKHOLDER PROPOSAL REGARDING ADVISORY VOTE Shr For Against
ON EXECUTIVE COMPENSATION.
06 STOCKHOLDER PROPOSAL REGARDING EQUITY RETENTION Shr For Against
POLICY.
--------------------------------------------------------------------------------------------------------------------------
PACCAR INC Agenda Number: 933194970
--------------------------------------------------------------------------------------------------------------------------
Security: 693718108 Meeting Type: Annual
Ticker: PCAR Meeting Date: 20-Apr-2010
ISIN: US6937181088
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ALISON J. CARNWATH Mgmt For For
ROBERT T. PARRY Mgmt For For
JOHN M. PIGOTT Mgmt For For
GREGORY M.E. SPIERKEL Mgmt For For
02 STOCKHOLDER PROPOSAL REGARDING THE SUPERMAJORITY Shr For Against
VOTE PROVISIONS
03 STOCKHOLDER PROPOSAL REGARDING A DIRECTOR VOTE Shr Against For
THRESHOLD
04 STOCKHOLDER PROPOSAL REGARDING COMPOSITION OF Shr Against For
THE COMPENSATION COMMITTEE
--------------------------------------------------------------------------------------------------------------------------
PEABODY ENERGY CORPORATION Agenda Number: 933211904
--------------------------------------------------------------------------------------------------------------------------
Security: 704549104 Meeting Type: Annual
Ticker: BTU Meeting Date: 04-May-2010
ISIN: US7045491047
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 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
ALAN H. WASHKOWITZ Mgmt For For
2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM.
--------------------------------------------------------------------------------------------------------------------------
PEPSICO, INC. Agenda Number: 933213388
--------------------------------------------------------------------------------------------------------------------------
Security: 713448108 Meeting Type: Annual
Ticker: PEP Meeting Date: 05-May-2010
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 Against Against
02 APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS. Mgmt For For
03 APPROVAL OF AMENDMENT TO PEPSICO, INC. 2007 Mgmt For For
LONG-TERM INCENTIVE PLAN.
04 SHAREHOLDER PROPOSAL - CHARITABLE CONTRIBUTIONS Shr Against For
REPORT (PROXY STATEMENT P. 67)
05 SHAREHOLDER PROPOSAL - RIGHT TO CALL SPECIAL Shr For Against
SHAREHOLDERS MEETING (PROXY STATEMENT P. 68)
06 SHAREHOLDER PROPOSAL - PUBLIC POLICY REPORT Shr Against For
(PROXY STATEMENT P. 70)
--------------------------------------------------------------------------------------------------------------------------
PFIZER INC. Agenda Number: 933210243
--------------------------------------------------------------------------------------------------------------------------
Security: 717081103 Meeting Type: Annual
Ticker: PFE Meeting Date: 22-Apr-2010
ISIN: US7170811035
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: DENNIS A. AUSIELLO Mgmt For For
1B ELECTION OF DIRECTOR: MICHAEL S. BROWN Mgmt For For
1C ELECTION OF DIRECTOR: M. ANTHONY BURNS Mgmt For For
1D ELECTION OF DIRECTOR: ROBERT N. BURT Mgmt For For
1E ELECTION OF DIRECTOR: W. DON CORNWELL Mgmt For For
1F ELECTION OF DIRECTOR: FRANCES D. FERGUSSON Mgmt For For
1G ELECTION OF DIRECTOR: WILLIAM H. GRAY III Mgmt For For
1H ELECTION OF DIRECTOR: CONSTANCE J. HORNER Mgmt For For
1I ELECTION OF DIRECTOR: JAMES M. KILTS Mgmt For For
1J ELECTION OF DIRECTOR: JEFFREY B. KINDLER Mgmt For For
1K ELECTION OF DIRECTOR: GEORGE A. LORCH Mgmt For For
1L ELECTION OF DIRECTOR: JOHN P. MASCOTTE Mgmt For For
1M ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON Mgmt For For
1N ELECTION OF DIRECTOR: STEPHEN W. SANGER Mgmt For For
1O ELECTION OF DIRECTOR: WILLIAM C. STEERE, JR. Mgmt For For
02 PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP Mgmt For For
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2010.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
04 APPROVAL OF BY-LAW AMENDMENT TO REDUCE THE PERCENTAGE Mgmt For For
OF SHARES REQUIRED FOR SHAREHOLDERS TO CALL
SPECIAL MEETINGS.
05 SHAREHOLDER PROPOSAL REGARDING STOCK OPTIONS. Shr Against For
--------------------------------------------------------------------------------------------------------------------------
PHILIP MORRIS INTERNATIONAL INC. Agenda Number: 933223240
--------------------------------------------------------------------------------------------------------------------------
Security: 718172109 Meeting Type: Annual
Ticker: PM Meeting Date: 12-May-2010
ISIN: US7181721090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: HAROLD BROWN Mgmt For For
1B ELECTION OF DIRECTOR: MATHIS CABIALLAVETTA Mgmt For For
1C ELECTION OF DIRECTOR: LOUIS C. CAMILLERI Mgmt For For
1D ELECTION OF DIRECTOR: J. DUDLEY FISHBURN Mgmt For For
1E ELECTION OF DIRECTOR: JENNIFER LI Mgmt For For
1F ELECTION OF DIRECTOR: GRAHAM MACKAY Mgmt For For
1G ELECTION OF DIRECTOR: SERGIO MARCHIONNE Mgmt For For
1H ELECTION OF DIRECTOR: LUCIO A. NOTO Mgmt For For
1I ELECTION OF DIRECTOR: CARLOS SLIM HELU Mgmt For For
1J ELECTION OF DIRECTOR: STEPHEN M. WOLF Mgmt For For
02 RATIFICATION OF THE SELECTION OF INDEPENDENT Mgmt For For
AUDITORS
03 STOCKHOLDER PROPOSAL 1 - FOOD INSECURITY AND Shr Against For
TOBACCO USE
04 STOCKHOLDER PROPOSAL 2 - CREATE HUMAN RIGHTS Shr Against For
PROTOCOLS FOR THE COMPANY AND ITS SUPPLIERS
--------------------------------------------------------------------------------------------------------------------------
PRUDENTIAL FINANCIAL, INC. Agenda Number: 933219013
--------------------------------------------------------------------------------------------------------------------------
Security: 744320102 Meeting Type: Annual
Ticker: PRU Meeting Date: 11-May-2010
ISIN: US7443201022
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: THOMAS J. BALTIMORE, JR. Mgmt For For
1B ELECTION OF DIRECTOR: GORDON M. BETHUNE Mgmt For For
1C ELECTION OF DIRECTOR: GASTON CAPERTON Mgmt For For
1D ELECTION OF DIRECTOR: GILBERT F. CASELLAS Mgmt For For
1E ELECTION OF DIRECTOR: JAMES G. CULLEN Mgmt For For
1F ELECTION OF DIRECTOR: WILLIAM H. GRAY III Mgmt For For
1G ELECTION OF DIRECTOR: MARK B. GRIER Mgmt For For
1H ELECTION OF DIRECTOR: JON F. HANSON Mgmt For For
1I ELECTION OF DIRECTOR: CONSTANCE J. HORNER Mgmt For For
1J ELECTION OF DIRECTOR: KARL J. KRAPEK Mgmt For For
1K ELECTION OF DIRECTOR: CHRISTINE A. POON Mgmt For For
1L ELECTION OF DIRECTOR: JOHN R. STRANGFELD Mgmt For For
1M ELECTION OF DIRECTOR: JAMES A. UNRUH Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2010.
03 ADVISORY VOTE ON COMPENSATION POLICIES. Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
PRUDENTIAL PLC, LONDON Agenda Number: 702422623
--------------------------------------------------------------------------------------------------------------------------
Security: G72899100 Meeting Type: AGM
Ticker: Meeting Date: 07-Jun-2010
ISIN: GB0007099541
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the Directors report and the financial Mgmt For For
statements for the YE 31 DEC 2009 with the
related Auditor's report
2. Approve the Directors remuneration report for Mgmt For For
the YE 31 DEC 2009
3. Re-elect Mr. M W O Garrett as a Director Mgmt For For
4. Re-elect Mrs. B A Macaskill as a Director Mgmt For For
5. Re-elect Mr. C P Manning as a Director Mgmt For For
6. Re-elect Mr. B L Stowe as a Director Mgmt For For
7. Election of Mr. N A Nicandrou as a Director Mgmt For For
8. Election of Mr. R A Devey as a Director Mgmt For For
9. Re-appoint KPMG Audit Plc as the Company's Auditor Mgmt For For
until the conclusion of the next general meeting
at which the Company's accounts are laid
10. Authorize the Directors to determine the amount Mgmt For For
of the Auditor's remuneration
11. Approve to declare a final dividend of 13.56 Mgmt For For
pence per ordinary share of the Company for
the YE 31 DEC 2009, which shall be payable
on 27 MAY 2010 to shareholders who are on the
register of members at the close of business
on 09 APR 2010
12. Authorize the Company and all Companies that Mgmt For For
are its subsidiaries at any time during the
period for which the resolution is effective
for the purposes of Section 366 and 367 of
the Companies Act 2006 [2006 Act] to make donations
to political organizations other than political
parties and to incur political expenditure
[as such terms are defined in Section 363 to
365 of the 2006 Act] up to a maximum aggregate
sum of GBP 50,000 as follows: [Authority expires
at the earlier of 30 JUN 2011 or the conclusion
of the AGM to be held in 2011]; and the Company
may enter into a contract or undertaking under
this authority prior to its expiry, which contract
or undertaking may be performed wholly or partly
after such expiry, and may make donations to
political organizations and incur political
expenditure in pursuance of such contracts
or undertakings as if the said authority had
not expired
13. Authorize the Directors, without prejudice to Mgmt For For
any other authority conferred on the Directors
by or pursuant to Article 14 of the Company's
Articles of Association, by Article 14 of the
Company's Articles of Association to allot
generally and unconditionally relevant securities
be renewed in respect of equity securities
[as defined in Section 560[1] of the 2006 Act]
for a period expiring; [Authority expires at
the earlier of the conclusion of the AGM of
the Company held in 2011 or 30 JUN 2011]; and
for that period and purpose the Section 551
amount in respect of the Company's equity securities
shall be GBP 42,236,000; and renewal of authority
to allot ordinary shares for rights issues
14. Authorize the Directors, without prejudice to Mgmt For For
any other authority conferred on the Directors
by or pursuant to Article 14 of the Company's
Articles of Association, by Article 14 of the
Company's Articles of Association to allot
generally and unconditionally relevant securities
be renewed in respect of equity securities
[as defined in Section 560[1] of the 2006 Act]
allotted in connection with an offer by way
of a rights issue: [i] to ordinary shareholders
in proportion [as nearly as may be practicable]
to their existing holdings; and [ii] to holders
of other equity securities as required by the
rights of those securities or as the Board
otherwise considers necessary for a period
expiring; [Authority expires at the earlier
of the conclusion of the AGM of the Company
held in 2011 or 30 JUN 2011]; and purpose the
Section 551 amount shall be GBP 84,473,000
[after deducing from such limit any relevant
securities allotted under resolution 13 above]
and so that the Board may impose any limits
or restrictions and may any arrangements which
it considers necessary or appropriate to deal
with treasury shares, fractional entitlements,
record dates, legal, regulatory or practical
problems in, or under the laws of, any territory
or any other matter
S.15 Authorize the Directors, for disapplication Mgmt For For
of pre-emption rights, equity securities [as
defined in Section 560[1] of the 2006 Act]
for cash pursuant to the power conferred on
the Directors by Article 15 of the Company's
Articles of Association and/or to sell any
ordinary shares held by the Company as treasury
shares for cash as if Section 561 of that Act
did not apply to such allotment provided that:
the maximum aggregate nominal amount of equity
securities that may be allotted or sold pursuant
to the authority under Article 15[b] is GBP
6,336,000 and [Authority expires at the earlier
of the conclusion of the AGM of the Company
held in 2011 or 30 JUN 2011]
S.16 Authorize the Company, in accordance with Section Mgmt For For
701 of the 2006 Act, to make one or more market
purchases [within the meaning of Section 693[4]
of the 2006 Act] of its ordinary shares of
5 pence each in the capital of the Company;
such authority to be limited: to a maximum
aggregate number of 253,440,000 ordinary shares;
by the condition that the minimum price which
may be paid for each ordinary shares is 5 pence
and the maximum price which may be paid for
an ordinary shares is the highest of: an amount
equal to 105% of the average of the middle
market quotations for an ordinary shares as
derived from the daily official list of the
London Stock Exchange for the 5 business days
immediately preceding the day on which the
share is contracted to be purchases; and the
higher of the price of the last independent
trade and the highest current independent bid
on the trading venues where the purchase is
carried out; in each case exclusive of expenses;
[Authority expires at the earlier of the conclusion
of the AGM of the Company held in 2011 or 30
JUN 2011]; the Company may before such expiry
make a contract or contracts to purchase ordinary
shares under the authority hereby conferred
which would or may be executed wholly or partly
after the expiry of such authority and may
make a purchase of ordinary shares in pursuance
of any such contract or contracts as if the
power conferred hereby had not expired; and
all ordinary shares purchased pursuant to said
authority shall be either; cancelled immediately
upon completion of the purchase; or be held,
sold, transferred or otherwise dealt with as
treasury shares in accordance with the provisions
of the 2006 Act
S.17 Approve that a general meeting other than an Mgmt For For
AGM may be called on not less than 14 clear
days' notice
Transact other such business Non-Voting
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting
IN MEETING DATE. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
PRUDENTIAL PLC, LONDON Agenda Number: 702439313
--------------------------------------------------------------------------------------------------------------------------
Security: G72899100 Meeting Type: OGM
Ticker: Meeting Date: 07-Jun-2010
ISIN: GB0007099541
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
S.1 Approve, subject to the scheme of arrangement Mgmt Against Against
dated 17 MAY 2010 proposed to be made between
the Company and the scheme shareholders [as
specified in the scheme], for the purpose of
giving effect to the scheme in its original
form or with or subject to any modification,
addition or condition approved or imposed by
the court; (i) the share capital of the Company
be reduced by canceling all the scheme shares
[as specified in the scheme] (ii) forthwith
and contingently on such reduction of capital
taking effect the reserve arising in the books
of account of the Company as a result of the
cancellation of the scheme shares be applied
in paying up in full at par such number of
new ordinary shares of 5 pence each as shall
be equal to the number of scheme shares cancelled
at Sub-paragraph (i) above, such new ordinary
shares to be allotted and issued credited as
fully paid to prudential group plc [New Prudential]
and/or its nominees (iii) without prejudice
and in addition to any other authority conferred
on the Directors under Section 551 of the Companies
Act2006, including at the AGM of the Company
and under Resolution 2; authorize the Directors
pursuant to and in accordance with Section
551 of the Companies Act2006 to give effect
to this resolution and accordingly to effect
the allotment of the new ordinary shares referred
to in sub-paragraph (ii) above, provided that
(a) the maximum aggregate nominal amount of
shares which may be allotted hereunder shall
be the aggregate nominal amount of the new
ordinary shares created pursuant to sub-paragraph
(ii) above; [Authority expires on 07 JUN 2011]
(iv) prior to the reduction of the capital
referred to in sub-Paragraph (i) above taking
effect authorize the Company to issue and allot
two redeemable deferred shares to New Prudential
and/or its nominees; amend the Articles of
Association of the Company by the adoption
and inclusion of the following new Article
198 as specified; approve the proposed reduction
of capital of New Prudential at the General
Meeting of New Prudential [as specified]
2. Authorize the Directors, subject to Resolution Mgmt Against Against
1 being passed, without prejudice and in addition
to any other authority conferred on the Directors
under Section 551 of the Companies Act 2006,
including at the AGM of the Company and under
Resolution 1(A)(iii), pursuant to and in accordance
with Section 551 of the Companies Act 2006
to allot ordinary shares of 5 pence each in
the Company up to a nominal amount of GBP 14,523,140,060
in connection with the issue of ordinary shares
of 5 pence each in the Company for the purposes
of the rights issue [as specified in circular];
[Authority expires on 07 JUN 2011], the Company
may make offers and enter into agreements during
the relevant period which would or might require
shares to be allotted after the authority ends
and the Directors may allot shares under such
offers or agreements as if the authority had
not ended
3. Approve, subject to the scheme referred to in Mgmt Against Against
Resolution 1 becoming effective, the New Prudential
group performance shares plan, the New Prudential
business unit performance plans and the M&G
executive Long Term Incentive Plan 2010 adopted
by New Prudential, the term of which are summarized
in Paragraph 4 of Part IV of the circular as
specified
4. Approve, subject to the scheme referred to in Mgmt Against Against
Resolution 1 becoming effective, the New Prudential
UK savings-related Shares Option Scheme, the
New Prudential Irish SAYE scheme, the New Prudential
International Employees SAYE scheme, the New
Prudential International [Non-Employees] SAYE
scheme, the New Prudential Shares Incentive
Plan, the Prudential Europe Share Participation
Plan, the New Prudential Share Option Plan
and the Momentum Retention plan adopted by
New Prudential, the terms of which are summarized
in Paragraph 4 of Part IV of the circular as
specified
5. Authorize the Directors of New Prudential, subject Mgmt Against Against
to the scheme referred to in Resolution 1 becoming
effective of to establish employee share schemes
in addition to those mentioned in Resolutions
3 and 4 in this notice for the benefit of overseas
employees of New Prudential and its subsidiaries
provided that such additional schemes operate
within the equity dilution limits applicable
to the new share plans and [save to the extent
necessary or desirable to take account of overseas
tax, securities and exchange control laws]
such additional schemes do not confer upon
participants benefits which are greater than
those which could be obtained from the new
shares plans and that, once such additional
schemes have been established, they may not
be amended without the approval of the shareholders
of New Prudential if such approval would be
required to amend the corresponding provisions
of the new share plans
--------------------------------------------------------------------------------------------------------------------------
PRUDENTIAL PLC, LONDON Agenda Number: 702437559
--------------------------------------------------------------------------------------------------------------------------
Security: G72899100 Meeting Type: CRT
Ticker: Meeting Date: 07-Jun-2010
ISIN: GB0007099541
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE Non-Voting
OPTION FOR THIS MEETING TYPE. PLEASE CHOOSE
BETWEEN "FOR" AND "AGAINST" ONLY. SHOULD YOU
CHOOSE TO VOTE ABSTAIN FOR THIS MEETING THEN
YOUR VOTE WILL BE DISREGARDED BY THE ISSUER
OR ISSUERS AGENT.
1. Approve the Scheme of Arrangement proposed to Mgmt Against Against
be made between the Company and the holders
of Scheme shares
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PUBLIC SERVICE ENTERPRISE GROUP INC. Agenda Number: 933199398
--------------------------------------------------------------------------------------------------------------------------
Security: 744573106 Meeting Type: Annual
Ticker: PEG Meeting Date: 20-Apr-2010
ISIN: US7445731067
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: ALBERT R. GAMPER, JR. Mgmt For For
1B ELECTION OF DIRECTOR: CONRAD K.HARPER Mgmt For For
1C ELECTION OF DIRECTOR: WILLIAM V. HICKEY Mgmt For For
1D ELECTION OF DIRECTOR: RALPH IZZO Mgmt For For
1E ELECTION OF DIRECTOR: SHIRLEY ANN JACKSON Mgmt For For
1F ELECTION OF DIRECTOR: DAVID LILLEY Mgmt For For
1G ELECTION OF DIRECTOR: THOMAS A. RENYI Mgmt For For
1H ELECTION OF DIRECTOR: HAK CHEOL SHIN Mgmt For For
1I ELECTION OF DIRECTOR: RICHARD J. SWIFT Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS INDEPENDENT AUDITOR FOR THE
YEAR 2010.
--------------------------------------------------------------------------------------------------------------------------
QUALCOMM, INCORPORATED Agenda Number: 933181620
--------------------------------------------------------------------------------------------------------------------------
Security: 747525103 Meeting Type: Annual
Ticker: QCOM Meeting Date: 02-Mar-2010
ISIN: US7475251036
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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
BRENT SCOWCROFT Mgmt For For
MARC I. STERN Mgmt For For
02 TO APPROVE AN AMENDMENT TO THE 2006 LONG-TERM Mgmt For For
INCENTIVE PLAN TO INCREASE THE SHARE RESERVE
BY 13,000,000 SHARES.
03 TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR
OUR FISCAL YEAR ENDING SEPTEMBER 26, 2010.
--------------------------------------------------------------------------------------------------------------------------
RECKITT BENCKISER GROUP PLC, SLOUGH Agenda Number: 702345984
--------------------------------------------------------------------------------------------------------------------------
Security: G74079107 Meeting Type: AGM
Ticker: Meeting Date: 06-May-2010
ISIN: GB00B24CGK77
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Adopt the 2009 report and financial statements Mgmt For For
2 Approve the Director's remuneration report Mgmt For For
3 Declare the final dividend Mgmt For For
4 Re-elect Adrian Bellamy as a Member of the Remuneration Mgmt Abstain Against
Committee
5 Re-elect Peter Harf Mgmt Abstain Against
6 Re-elect Colin Day Mgmt For For
7 Re-elect Kenneth Hydon as a Member of the Audit Mgmt For For
Committee
8 Re-elect Judith Sprieser as a Member of the Mgmt For For
Remuneration Committee
9 Re-elect Richard Cousins as a Member of the Mgmt For For
Remuneration Committee
10 Elect Warren Tucker as a Member of the Audit Mgmt For For
Committee
11 Re-appoint PricewaterhouseCoopers LLP as the Mgmt For For
Auditors
12 Authorize the Directors to determine the Auditor's Mgmt For For
remuneration
13 Approve to renew authority to allot shares Mgmt For For
S.14 Approve to renew power to disapply pre-emption Mgmt For For
rights
S.15 Approve to renew authority to purchase own shares Mgmt For For
S.16 Approve the calling of general meetings on 14 Mgmt For For
day's clear notice
S.17 Amend the Company's Articles of Association Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
ROYAL DUTCH SHELL PLC Agenda Number: 702361229
--------------------------------------------------------------------------------------------------------------------------
Security: G7690A118 Meeting Type: AGM
Ticker: Meeting Date: 18-May-2010
ISIN: GB00B03MM408
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the Company's annual accounts for the Mgmt For For
FYE 31 DEC 2009, together with the Directors'
report and the Auditors' report on those accounts
2. Approve the remuneration report for the YE 31 Mgmt For For
DEC 2009, set out in the annual report and
accounts 2009 and summarized in the annual
review and Summary financial Statements 2009
3. Appointment of Charles O. Holliday as a Director Mgmt For For
of the Company with effect from 01 SEP 2010
4. Re-appointment of Josef Ackermann as a Director Mgmt For For
of the Company
5. Re-appointment of Malcolm Brinded as a Director Mgmt For For
of the Company
6. Re-appointment Simon Henry as a Director of Mgmt For For
the Company
7. Re-appointment Lord Kerr of Kinlochard as a Mgmt For For
Director of the Company
8. Re-appointment Wim Kok as a Director of the Mgmt For For
Company
9. Re-appointment of Nick Land as a Director of Mgmt For For
the Company
10. Re-appointment of Christine Morin-Postel as Mgmt For For
a Director of the Company
11. Re-appointment of Jorma Ollila as a Director Mgmt For For
of the Company
12. Re-appointment of Jeroen van der Veer as a Director Mgmt For For
of the Company
13. Re-appointment of Peter Voser as a Director Mgmt For For
of the Company
14. Re-appointment of Hans Wijers as a Director Mgmt For For
of the Company
15. Re-appointment of PricewaterhouseCoopers LLP Mgmt For For
as the Auditors of the Company
16. Authorize the Board to settle the remuneration Mgmt For For
of the Auditors for 2010
17. Authorize the Board, in substitution for all Mgmt For For
subsisting authorities, to allot shares in
the Company and to grant rights to subscribe
for or convert any security into shares in
the Company up to a nominal amount of EUR 145
million; [Authority expires at the earlier
of the end of next year's AGM or the close
of business on 18 AUG 2011]; but, in each case,
during this period the Company may make offers
and enter into agreements which would, or might,
require shares to be allotted or rights to
subscribe for or convert securities into shares
to be granted after the authority ends and
the Board may allot shares or grant rights
to subscribe for or convert securities into
shares under any such offer or agreement as
if the authority had not ended
S.18 Authorize the Board, that if Resolution 17 is Mgmt For For
passed, to allot equity securities (as defined
in the Companies Act 2006) for cash under the
authority given by that resolution and/or to
sell ordinary shares held by the Company as
treasury shares for cash as if Section 561
of the Companies Act 2006 did not apply to
any such allotment or sale, such power to be
limited: (A) to the allotment of equity securities
and sale of treasury shares for cash in connection
with an offer of, or invitation to apply for,
equity securities: (i) to ordinary shareholders
in proportion (as nearly as may be practicable)
to their existing holdings; and (ii) to holders
of other equity securities, as required by
the rights of those securities or, as the Board
otherwise considers necessary, and so that
the Board may impose any limits or restrictions
and make any arrangements which it considers
necessary or appropriate to deal with treasury
shares, fractional entitlements, record dates,
or legal or practical problems arising in any
overseas territory, the requirements of any
regulatory body or stock exchange or any other
matter whatsoever; and (B) in the case of the
authority granted under Resolution 17 and/or
in the case of any sale of treasury shares
for cash, to the allotment (otherwise than
under paragraph (A) above) of equity securities
or sale of treasury shares up to a nominal
amount of EUR 21 million; [Authority expires
at the earlier of the end of next year's AGM
or the close of business on 18 AUG 2011]; but,
in each case, during this period the Company
may make offers and enter into agreements which
would, or might, require equity securities
to be allotted (and treasury shares to be sold)
after the power ends, and the Board may allot
equity securities (and sell treasury shares)
under any such offer or agreement as if the
power had not ended
S.19 Authorize the Company, for the purposes of Section Mgmt For For
701 of the Companies Act 2006 to make one or
more market purchases (as defined in Section
693(4) of the Companies Act 2006) of its ordinary
shares of EUR 0.07 each ("Ordinary Shares"),
such power to be limited: (A) to a maximum
number of 624 million Ordinary Shares; (B)
by the condition that the minimum price which
may be paid for an Ordinary Share is EUR 0.07
and the maximum price which may be paid for
an Ordinary Share is the higher of: (i) an
amount equal to 5% above the average market
value of an Ordinary Share for the five business
days immediately preceding the day on which
that Ordinary Share is contracted to be purchased;
and (ii) the higher of the price of the last
independent trade and the highest current independent
bid on the trading venues where the purchase
is carried out, in each case, exclusive of
expenses; [Authority expires at the earlier
of the end of next year's AGM or the close
of business on 18 AUG 2011]; but in each case
so that the Company may enter into a contract
to purchase Ordinary Shares which will or may
be completed or executed wholly or partly after
the power ends and the Company may purchase
Ordinary Shares pursuant to any such contract
as if the power had not ended
20. Authorize the Directors, pursuant Article 129 Mgmt For For
of the Company's Articles of Association, to
offer ordinary shareholders (excluding any
shareholder holding shares as treasury shares)
the right to choose to receive extra ordinary
shares, credited as fully paid up, instead
of some or all of any cash dividend or dividends
which may be declared or paid at any time after
the date of the passing of this resolution
and prior to or on 18 MAY 2015
21. Authorize the Company, in accordance with Section Mgmt For For
366 of the Companies Act 2006 and in substitution
for any previous authorities given to the Company
(and its subsidiaries), (and all companies
that are subsidiaries of the Company at any
time during the period for which this resolution
has effect) to: (A) make political donations
to political organisations other than political
parties not exceeding GBP 200,000 in total
per annum; and (B) incur political expenditure
not exceeding GBP 200,000 in total per annum;
[Authority expires at the earlier of beginning
with the date of the passing of this resolution
and ending on 30 JUN 2011 or at the conclusion
of the next AGM of the Company]; in this resolution,
the terms "political donation", "political
parties", "political organisation" and "political
expenditure" have the meanings given to them
by Sections 363 to 365 of the Companies Act
2006
S.22 Amend the Articles of Association of the Company Mgmt For For
by deleting all the provisions of the Company's
Memorandum of Association which, by virtue
of Section 28 of the Companies Act 2006, are
to be treated as provisions of the Company's
Articles of Association; and adopt the Articles
of Association of the Company produced to the
meeting and as specified, in substitution for,
and to the exclusion of, the existing Articles
of Association
S.23 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Approve in order to address our concerns
for the long term success of the Company arising
from the risks associated with oil sands, we
as shareholders of the Company direct that
the Audit Committee or a Risk Committee of
the Board commissions and reviews a report
setting out the assumptions made by the Company
in deciding to proceed with oil sands projects
regarding future carbon prices, oil price volatility,
demand for oil, anticipated regulation of greenhouse
gas emissions and legal and reputational risks
arising from local environmental damage and
impairment of traditional livelihoods. The
findings of the report and review should be
reported to investors in the Business Review
section of the Company's Annual Report
presented to the AGM in 2011
--------------------------------------------------------------------------------------------------------------------------
ROYAL PHILIPS ELECTRONICS NV, EINDHOVEN Agenda Number: 702267522
--------------------------------------------------------------------------------------------------------------------------
Security: N6817P109 Meeting Type: AGM
Ticker: Meeting Date: 25-Mar-2010
ISIN: NL0000009538
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 654145 DUE TO RECEIPT OF ADDITIONAL RESOLUTIONS.
ALL VOTES RECEIVED ON THE PREVIOUS MEETING
WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting
AT THIS GENERAL MEETING ARE RELAXED AS THERE
IS A REGISTRATION DEADLINE / RECORD DATE ASSOCIATED
WITH THIS MEETING. THANK YOU.
1. Speech President Non-Voting
2.A Adopt the 2009 financial statements Mgmt For For
2.B Explanation of corporate governance structure Non-Voting
2.C Explanation of policy on additions to reserves Non-Voting
and dividends
2.D Adopt a dividend of EUR 0.70 per common share Mgmt For For
in cash or shares, at the option of the shareholder,
against the net income for 2009 and the retained
earnings of the Company
2.E Grant discharge to the Members of the Board Mgmt For For
of Management for their responsibilities
2.F Grant discharge to the Members of the Supervisory Mgmt For For
Board for their responsibilities
3.A Re-appointment of MR. G.H.A. Dutine as the Member Mgmt For For
of the Board of Management of the Company with
effect from 01 APR 2010
3.B Re-appointment of Mr. R.S. Provoost as the Member Mgmt For For
of the Board of Management of the Company with
effect from 01 APR 2010
3.C Re-appointment of Mr. A. Ragnetti as the Member Mgmt For For
of the Board of Management of the Company with
effect from 01 APR 2010
3.D Re-appointment of Mr. S.H. Rusckowski as the Mgmt For For
Member of the Board of Management of the Company
with effect from 01 APR 2010
4.A Authorize the Board of Management for a period Mgmt For For
of 18 months, per 25 MAR 2010, 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
4.B Authorize the Board of Management for a period Mgmt For For
of 18 months, per 25 MAR 2010, as the body
which is authorized, with the approval of the
Supervisory Board, to restrict or exclude the
pre-emption rights accruing to Shareholders
5. Authorize the Board of Management for a period Mgmt For For
of 18 months, per 25 MAR 2010, 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 5 days of trading prior to the date
of acquisition, as shown in the Official Price
List of Euronext Amsterdam
6. Any other business Non-Voting
--------------------------------------------------------------------------------------------------------------------------
RWE AG, ESSEN Agenda Number: 702283540
--------------------------------------------------------------------------------------------------------------------------
Security: D6629K109 Meeting Type: AGM
Ticker: Meeting Date: 22-Apr-2010
ISIN: DE0007037129
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting
RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING
PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD.
THANK YOU.
PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS Non-Voting
MEETING IS 01 APR 2010, WHEREAS THE MEETING
HAS BEEN SETUP USING THE ACTUAL RECORD DATE
- 1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT
ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH
THE GERMAN LAW. THANK YOU
1. Presentation of the financial statements and Non-Voting
annual report for the 2009 financial year with
the report of the Supervisory Board, the group
financial statements and group annual report
as well as the report by the Board of Managing
Directors and the proposal for the appropriation
of the distributable profit
2. Resolution on the appropriation of the distributable Mgmt For For
profit of EUR 1,867,507,627.13 as follows:
Payment of a dividend of EUR 3.50 per no-par
share EUR 52,782.62 shall be carried forward
Ex-dividend and payable date: 23 APR 2010
3. Ratification of the acts of the Board of Managing Mgmt For For
Directors
4. Ratification of the acts of the Supervisory Mgmt For For
Board
5. Approval of the remuneration system for the Mgmt For For
Board of Managing Directors
6. Appointment of the Auditors for the 2010 FY: Mgmt For For
PricewaterhouseCoopers AG, Essen
7. Appointment of the Auditors for the review of Mgmt For For
the financial report for the first half of
the 2010 FY: PricewaterhouseCoopers AG, Essen
8. Elections to the Supervisory Board: Dr. Dieter Mgmt For For
Zetsche, Frithjof Kuehn, Dr. Wolfgang Schuessel
9. Authorization to acquire own shares to acquire Mgmt For For
own shares of up to 10 % of its share capital,
at a price not deviating more than 10 % from
the market price of the shares, on or before
21 OCT 2011 b) the Board of Managing Directors
shall be authorized to re-tire the shares,
to use the shares for mergers and acquisitions,
to dispose of the shares in a manner other
than through the stock exchange or by way of
a public offer to all shareholders at a price
not materially below the market price of the
shares, to use the shares for satisfying option
and/o r conversion rights, and to offer the
shares to holders of conversion and/or option
rights within the scope of a public offer to
all shareholders
10. Amendments to the Articles of Association a) Mgmt For For
Section 2 (1), in respect of the object of
the Company being adjusted to reflect the Company's
focus on its core business b) Section 10(8)2
deletion CAA] Section 18, in respect of the
shareholders meeting being convened at least
36 days prior to the meeting CBB] Section 15(3),
in respect of the Board of Managing Directors
being authorized to permit shareholders to
participate in a shareholders meeting by the
use of electronic means of communication Section
16(3), in respect of the Board of Managing
Directors being authorized to permit shareholders
to absentee vote at a shareholders meeting
Section 17(2)2, in respect of the shareholders
meeting being transmitted electronically CCC]
Section 16(3), in respect of proxy-voting instructions
being issued in written form unless stipulated
otherwise in the notice of shareholders meeting
11. Approval of the amendments to the existing control Mgmt For For
and profit transfer agreement with the Company's
subsidiary RWE Supply + Trading GmbH
COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS Non-Voting
MEETING. A LINK TO THE COUNTER PROPOSAL INFORMATION
IS AVAILABLE IN THE MATERIAL URL SECTION OF
THE APPLICATION. IF YOU WISH TO ACT ON THESE
ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND
AND VOTE YOUR SHARES AT THE COMPANYS MEETING.
--------------------------------------------------------------------------------------------------------------------------
SANOFI-AVENTIS, PARIS Agenda Number: 702297931
--------------------------------------------------------------------------------------------------------------------------
Security: F5548N101 Meeting Type: MIX
Ticker: Meeting Date: 17-May-2010
ISIN: FR0000120578
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- French Resident Shareowners must complete, sign Non-Voting
and forward the Proxy Card directly to the
sub custodian. Please contact your Client Service
Representative to obtain the necessary
card, account details and directions. The
following applies to Non-Resident Shareowners:
Proxy Cards: Voting instructions will
be forwarded to the Global Custodians that
have become Registered Intermediaries,
on the Vote Deadline Date. In capacity as
Registered Intermediary, the Global
Custodian will sign the Proxy Card and forward
to the local custodian. If you are unsure whether
your Global Custodian acts as Registered
Intermediary, please contact your representative
- PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE
1 Approve the company's accounts for FY 2009 Mgmt For For
2 Approve the consolidated accounts for FY 2009 Mgmt For For
3 Approve the allocation of the result, setting Mgmt For For
of the dividend
4 Approve the special report by the Statutory Mgmt Against Against
Auditors on accounts prepared in accordance
with Article L.225-40 of the Code de Commerce
5 Ratify the co-opting Mr. Serge Weinberg as a Mgmt For For
Director
6 Approve the non-renewal of a Director's appointment/NominationMgmt For For
Mr. Jean-Marc Bruel/ Mrs. Catherine Brechignac
as a Director
7 Approve the renewal of Director's appointment Mgmt For For
Mr. Robert Castaigne
8 Approve the renewal of a Director's appointment Mgmt For For
of Lord Douro
9 Approve the renewal of a Director's appointment Mgmt For For
of Mr. Christian Mulliez
10 Approve the renewal of a Director's appointment Mgmt For For
of Mr. Christopher Viehbacher
11 Authorize the Board of Directors to trade in Mgmt For For
the Company's shares
E.12 Amend the Article 11 of the Articles of Association Mgmt For For
E.13 Grant powers to accomplish the necessary formalities Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
SAP AG, WALLDORF/BADEN Agenda Number: 702448463
--------------------------------------------------------------------------------------------------------------------------
Security: D66992104 Meeting Type: AGM
Ticker: Meeting Date: 08-Jun-2010
ISIN: DE0007164600
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 700811 DUE TO RESOLUTIONS 8 AND 9 NOW BEING
SPLIT RESOLUTIONS. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE DISREGARDED AND YOU
WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU.
ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC Non-Voting
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
MEETING IS 18 MAY 2010, WHEREAS THE MEETING
HAS BEEN SETUP USING THE ACTUAL RECORD DATE
- 1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT
ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH
THE GERMAN LAW. THANK YOU.
1. Presentation of the financial statements and Non-Voting
annual report for the 2009 FY with the report
of the Supervisory Board, the Group financial
statements, the Group annual report, and the
reports pursuant to Sections 289(4), 289(5)
and 315(4) of the German Commercial Code
2. Resolution on the appropriation of the distributable Mgmt For For
profit of EUR 4,304,693,525.47 as follows:
Payment of a dividend of EUR 0.50 per no-par
share EUR 3,709,817,665.47 shall be carried
forward Ex-dividend and payable date: 09 JUN
2010
3. Ratification of the acts of the Board of Managing Mgmt For For
Directors
4. Ratification of the acts of the Supervisory Mgmt For For
Board
5. Approval of the new compensation system for Mgmt For For
the Board of Managing Directors, to be found
on the Company's web site
6. Appointment of the Auditors for the 2010 FY: Mgmt For For
KPMG AG, Berlin
7. Amendments to the Articles of Association: a) Mgmt For For
Section 4(1), in respect of the Company's share
capital being EUR 1,226,039,608 and divided
into 1,226,039,608 no-par shares, b) Section
4(6)1, in respect of the share capital being
increased by up to EUR 35,456,908 through the
issue of up to 35,456,908 bearer no-par shares
(contingent capital IIIa), c) Section 4(10)1,
in respect of the share capital being in creased
by up to EUR 72,119,440 through the issue of
up to 72,119,440 bearer no-par shares (contingent
capital VI)
8.A Amendment to the Articles of Association of Mgmt For For
Incorporation to reflect the requirements of
the German Act Implementing the Director on
shareholders' right: Restatement of Section
17 (3) of the Articles of Incorporation
8.B Amendment to the Articles of Association of Mgmt For For
Incorporation to reflect the requirements of
the German Act Implementing the Director on
shareholders' right: Restatement of Section
18 (2) of the Articles of Incorporation
8.C Amendment to the Articles of Association of Mgmt For For
Incorporation to reflect the requirements of
the German Act Implementing the Director on
shareholders' right: Supplement to Section
18 of the Articles of Incorporation to allow
online participation
8.D Amendment to the Articles of Association of Mgmt For For
Incorporation to reflect the requirements of
the German Act Implementing the Director on
shareholders' right: Supplement to Section
18 of the Articles of Incorporation to allow
postal voting
8.E Amendment to the Articles of Association of Mgmt For For
Incorporation to reflect the requirements of
the German Act Implementing the Director on
shareholders' right: Restatement of Section
19 (2) of the Articles of Incorporation
8.F Amendment to the Articles of Association of Mgmt For For
Incorporation to reflect the requirements of
the German Act Implementing the Director on
shareholders' right: Restatement of Section
20 (4) of the Articles of Incorporation
9.A Renewal of authorized capital facilities: Deletion Mgmt For For
of paragraphs (5) and (7) of Section 4 of the
current version of the Articles of Incorporation
(Authorized Capital I and II)
9.B Renewal of authorized capital facilities: Cancellation Mgmt For For
of the existing Authorized Capital Ia and the
creation of new Authorized Capital I and on
the corresponding amendment to Section 4 of
the Articles of Incorporation
9.C Renewal of authorized capital facilities: Cancellation Mgmt For For
of the existing Authorized Capital IIa and
on the creation of new Authorized Capital II
and on the corresponding amendment to Section
4 of the Articles of Incorporation
10. Resolution on the creation of an authorized Mgmt For For
capital III and the corresponding amendment
to the Articles of Association, the Board of
Managing Directors shall be authorized, with
the consent of the Supervisory Board, to increase
the share capital by up to EUR 30,000,000 through
the issue of new bearer no-par shares to employees
of the Company and its affiliates against contributions
in cash and/or kind, on or before 07 JUN 2015,
shareholders subscription rights shall be excluded
11. Authorization to acquire own shares, the Company Mgmt For For
shall be authorized to acquire own shares of
up to EUR 120,000,000, at a price neither more
than 10% above, nor more than 20% below, the
market price of the shares, on or before 30
JUN 2013, the Board of Managing Directors shall
be authorized to sell the shares on the stock
exchange and to offer them to the shareholders
for subscription, to dispose of the shares
in another manner if they are sold at a price
not materially below their market price, to
offer the shares to third parties for acquisition
purposes, to retire the shares, to use the
shares within the scope of the Company's stock
option and incentive plans, or for satisfying
conversion and option rights, and to offer
the shares to employees of the Company and
its affiliates
12. Resolution on the remuneration for the Supervisory Mgmt For For
and the corresponding amendment to the Articles
of Association as of the 2010 FY, the chairman
of the Supervisory Board shall receive a fixed
annual remuneration of EUR 100,000, the deputy
chairman EUR 70,000, and every other Board
member EUR 50,000, members of the Audit Committee
shall receive, in addition, a fixed annual
remuneration of EUR 15,000 (the chairman EUR
25,000) and members of another committee EUR
10,000 (the committee chairmen EUR 20,000),
furthermore, the chairman of the Supervisory
Board shall receive a variable remuneration
of EUR 10,000, the deputy chairman EUR 8,000
and the every other Board member EUR 6,000
for every EUR 0.01 of the dividend per share
in excess of EUR 0.40, however, the total annual
remuneration may not exceed EUR 250,000 for
the chairman of the Supervisory Board, EUR
200,000 for the deputy chairman, and EUR 150,000
for every other Supervisory Board member
--------------------------------------------------------------------------------------------------------------------------
SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.) Agenda Number: 933201395
--------------------------------------------------------------------------------------------------------------------------
Security: 806857108 Meeting Type: Annual
Ticker: SLB Meeting Date: 07-Apr-2010
ISIN: AN8068571086
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
P. CAMUS Mgmt For For
J.S. GORELICK Mgmt For For
A. GOULD Mgmt For For
T. ISAAC Mgmt For For
N. KUDRYAVTSEV Mgmt For For
A. LAJOUS Mgmt For For
M.E. MARKS Mgmt For For
L.R. REIF Mgmt For For
T.I. SANDVOLD Mgmt For For
H. SEYDOUX Mgmt For For
P. CURRIE Mgmt For For
K.V. KAMATH Mgmt For For
02 PROPOSAL TO ADOPT AND APPROVE FINANCIALS AND Mgmt For For
DIVIDENDS.
03 PROPOSAL TO APPROVE THE ADOPTION OF THE SCHLUMBERGER Mgmt For For
2010 STOCK INCENTIVE PLAN.
04 PROPOSAL TO APPROVE THE ADOPTION OF AN AMENDMENT Mgmt For For
TO THE SCHLUMBERGER DISCOUNTED STOCK PURCHASE
PLAN.
05 PROPOSAL TO APPROVE INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM.
--------------------------------------------------------------------------------------------------------------------------
SIEMENS A G Agenda Number: 702177709
--------------------------------------------------------------------------------------------------------------------------
Security: D69671218 Meeting Type: AGM
Ticker: Meeting Date: 26-Jan-2010
ISIN: DE0007236101
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
AS A CONDITION OF VOTING, GERMAN MARKET REGULATIONS Non-Voting
REQUIRE THAT YOU DISCLOSE WHETHER YOU HAVE
A CONTROLLING OR PERSONAL INTEREST IN THIS
COMPANY. SHOULD EITHER BE THE CASE, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
SO THAT WE MAY LODGE YOUR INSTRUCTIONS ACCORDINGLY.
IF YOU DO NOT HAVE A CONTROLLING OR PERSONAL
INTEREST, SUBMIT YOUR VOTE AS NORMAL. THANK
YOU
PLEASE NOTE THAT THESE SHARES MAY BE BLOCKED Non-Voting
DEPENDING ON SOME SUBCUSTODIANS' PROCESSING
IN THE MARKET. PLEASE CONTACT YOUR CLIENT SERVICE
REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
1. Presentation of the report of the Supervisory Non-Voting
Board, the Corporate Governance report, the
compensation report as well as the compliance
report for the 2008/2009 FY
2. Presentation of the financial statements and Non-Voting
annual report for the 2008/2009 FY with the
Group financial statements, the Group annual
report, and the reports pursuant to Sections
289[4] and 315[4] of the German Commercial
Code
3. Resolution on the appropriation of the distribution Mgmt For For
profit of EUR 1,462,725,473.60 as follows:
payment of a dividend of EUR 1.60 per no-par
share; EUR 75,124,747.20 shall be carried forward;
ex-dividend and payable date: 27 JAN 2010
4.A Ratification of the acts of the Board of Managing Mgmt For For
Directors: Peter Loescher
4.B Ratification of the acts of the Board of Managing Mgmt For For
Directors: Wolfgang Dehen
4.C Ratification of the acts of the Board of Managing Mgmt For For
Directors: Heinrich Hiesinger
4.D Ratification of the acts of the Board of Managing Mgmt For For
Directors: Joe Kaeser
4.E Ratification of the acts of the Board of Managing Mgmt For For
Directors: Barbara Kux [seit 17.11.2008]
4.F Ratification of the acts of the Board of Managing Mgmt For For
Directors: Jim Reid-Anderson [bis 30.11.2008]
4.G Ratification of the acts of the Board of Managing Mgmt For For
Directors: Hermann Requardt
4.H Ratification of the acts of the Board of Managing Mgmt For For
Directors: Siegfried Russwurm
4.I Ratification of the acts of the Board of Managing Mgmt For For
Directors: Peter Y. Solmssen
5.A Ratification of the acts of the Supervisory Mgmt For For
Board: Gerhard Cromme
5.B Ratification of the acts of the Supervisory Mgmt For For
Board: Berthold Huber
5.C Ratification of the acts of the Supervisory Mgmt For For
Board: Ralf Heckmann [bis 27.1.2009]
5.D Ratification of the acts of the Supervisory Mgmt For For
Board: Josef Ackermann
5.E Ratification of the acts of the Supervisory Mgmt For For
Board: Lothar Adler
5.F Ratification of the acts of the Supervisory Mgmt For For
Board: Jean-Louis Beffa
5.G Ratification of the acts of the Supervisory Mgmt For For
Board: Gerd von Brandenstein
5.H Ratification of the acts of the Supervisory Mgmt For For
Board: Michael Diekmann
5.I Ratification of the acts of the Supervisory Mgmt For For
Board: Hans Michael Gaul
5.J Ratification of the acts of the Supervisory Mgmt For For
Board: Peter Gruss
5.K Ratification of the acts of the Supervisory Mgmt For For
Board: Bettina Haller
5.L Ratification of the acts of the Supervisory Mgmt For For
Board: Hans-Juergen Hartung [seit 27.1.2009]
5.M Ratification of the acts of the Supervisory Mgmt For For
Board: Heinz Hawreliuk [bis 31.3.2009]
5.N Ratification of the acts of the Supervisory Mgmt For For
Board: Harald Kern
5.O Ratification of the acts of the Supervisory Mgmt For For
Board: Nicola Leibinger-Kammueller
5.P Ratification of the acts of the Supervisory Mgmt For For
Board: Werner Moenius
5.R Ratification of the acts of the Supervisory Mgmt For For
Board: Hakan Samuelsson
5.S Ratification of the acts of the Supervisory Mgmt For For
Board: Dieter Scheitor
5.T Ratification of the acts of the Supervisory Mgmt For For
Board: Rainer Sieg
5.U Ratification of the acts of the Supervisory Mgmt For For
Board: Birgit Steinborn
5.V Ratification of the acts of the Supervisory Mgmt For For
Board: Lord Iain Vallance of Tummel
5.W Ratification of the acts of the Supervisory Mgmt For For
Board: Sibylle Wankel [seit 1. 4. 2009]
6. Approval of the remuneration system for the Mgmt For For
Members of the Board of Managing Directors
7. Appointment of Auditors for the 2009/2010 FY: Mgmt For For
Ernst & Young A G, Stuttgart
8. Authorization to acquire own shares: the Company Mgmt For For
shall be authorized to acquire own shares of
up to 10% of its share capital, at prices neither
more than 10% above, nor more than 20% below,
the market price of the shares, from 01 MAR
2010 to 25 JUL 2011, the Board of Managing
Directors shall be authorized to retire the
shares, to use the shares within the scope
of the Company's Stock Option Plans, to issue
the shares to Employees and Executives of the
Company and its affiliates, to use the shares
for mergers and acquisitions, to sell the shares
at a price not materially below their market
price, and to use the shares for satisfying
conversion or option rights
9. Authorization to use derivatives for the acquisition Mgmt For For
of own shares supplementary to item 8, the
Company shall be authorized to use call and
put options for the purpose of acquiring own
shares
10. Resolution on the authorization to issue convertible Mgmt For For
or warrant bonds, the creation of new contingent
capital, and the corresponding amendments to
the Articles of Association: the Board of Managing
Directors shall be authorized to issue bonds
of up to EUR 15,000,000,000, conferring convertible
or option rights for shares of the Company,
on or before 25 JAN 2015, shareholders shall
be granted subscription rights, except for
the issue of bonds conferring convertible and/or
option rights for shares of the Company of
up to 10% of the share capital at a price not
materially below their theoretical market value,
for residual amounts, for the granting of subscription
rights to holders of previously issued convertible
or option rights, and for the issue of bonds
against payment in kind, especially in connection
with mergers and acquisitions, the Company's
share capital shall be increased accordingly
by up to EUR 600,000,000 through the issue
of up to 200,000,000 new registered no-par
shares, insofar as convertible or option rights
are exercised, the authorization given by the
shareholders' meeting of 27 JAN 2009, to issue
convertible or warrant bonds and the corresponding
authorization to create a contingent capital
2009 shall be revoked
11. Amendments to the Articles of Association: a] Mgmt For For
Section 18[3], in respect of shareholders whose
combined shares amount to at least one twentieth
of the share capital being entitled to request
in writing the convening of a shareholders'
meeting stating the purpose and the reasons
for the meeting; b] Section 19[5], in respect
of the Board of Managing Directors being authorized
to allow shareholders to participate in a shareholders'
meeting by way of electronic means of communication;
c] Section 19[6], in respect of the Board of
Managing Directors being authorized to provide
for the shareholders to exercise their right
to vote, without participating at the meeting,
in writing or by way of electronic means of
communication; d] Section 21[6] - deletion
Section 19[7], in respect of the chairman of
the shareholders' meeting being authorized
to permit the audiovisual transmission of the
shareholders' meeting; e] Section 19[3]3, in
respect of the Company also being authorized
to announce shorter periods measured in days
in the notice of shareholders' meeting; f]
Section 20, in respect of proxy-voting instructions
being issued/withdrawn in writing; g] Section
21, in respect of the chairman of the shareholders'
meeting determining the order of agenda items
and the sequence of voting; h] Section 24[3],
in respect of the documents being made available
electronically on the Company's website instead
of physically
12.A Approval of the settlement agreements with former Mgmt For For
Board members: the settlement agreement between
the Company and Dr. Karl-Hermann Baumann in
which the latter agrees to pay a compensation
of EUR 1,000,000 to the Company shall be approved
12.B Approval of the settlement agreements with former Mgmt For For
Board members: the settlement agreement between
the Company and Prof. Johannes Feldmayer in
which the latter agrees to pay a compensation
of approximately EUR 3,000,000 to the Company
shall be approved
12.C Approval of the settlement agreements with former Mgmt For For
Board members: the settlement agreement between
the Company and Dr. Klaus Kleinfeld in which
the latter agrees to pay a compensation of
EUR 2,000,000 to the Company shall be approved
12.D Approval of the settlement agreements with former Mgmt For For
Board members: the settlement agreement between
the Company and Prof. Dr. Edward G. Krubasik
in which the latter agrees to pay a compensation
of EUR 500,000 to the Company shall be approved
12.E Approval of the settlement agreements with former Mgmt For For
Board members: the settlement agreement between
the Company and Rudi Lamprecht in which the
latter agrees to pay a compensation of EUR
500,000 to the Company shall be approved
12.F Approval of the settlement agreements with former Mgmt For For
Board members: the settlement agreement between
the Company and Prof. Dr. Heinrich V. Pierer
in which the latter agrees to pay a compensation
of EUR 5,000,000 to the Company shall be approved
12.G Approval of the settlement agreements with former Mgmt For For
Board members: the settlement agreement between
the Company and Dr. Juergen Radomski in which
the latter agrees to pay a compensation of
EUR 3,000,0 00 to the Company shall be approved
12.H Approval of the settlement agreements with former Mgmt For For
Board members: the settlement agreement between
the Company and Dr. Uriel Sharef in which the
latter agrees to pay a compensation of EUR
4,000,000 to the Company shall be approved
12.I Approval of the settlement agreements with former Mgmt For For
Board members: the settlement agreement between
the Company and Prof. Dr. Klaus Wucherer in
which the latter agrees to pay a compensation
of EUR 500, 000 to the Company shall be approved
13. Approval of the settlement agreement with D&O Mgmt For For
insurance carriers the settlement agreement
between the Company and the D&O insurance carriers
Allianz global Corporate & Speciality AG, Zurich
Versicherung AG [Deutschland], Ace European
Group Limited, Liberty Mutual Insurance Europe
Limited, and Swiss Re International Se, in
which the insurance carriers agree to pay up
to EUR 100,000,000 to the Company for the settlement
of claims of the Company in connection with
the acts of corruption shall be approved
14. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Adjustment of the remuneration for
the Supervisory Board and the corresponding
amendment to the Articles of Association; each
member of the Supervisory Board shall receive
a fixed annual remuneration of EUR 50,000,
the chairman of the Supervisory Board shall
receive 4 times, and every deputy chairman,
twice this amount, in addition, every member
of the audit committee and the chairman committee
shall receive one-half of the abovementioned
amount [the committee chairmen shall receive
the full amount], furthermore, each member
of the compliance committee and the finance
and investment committee shall receive an additional
remuneration of one-fourth of the abovementioned
amount [the committee chairmen shall receive
one-half of the amount], the members of the
Supervisory Board shall also receive an attendance
fee of EUR 1,000 per Supervisory Board meeting
or committee meeting, the fixed annual remuneration
shall be adjusted annually on the basis of
the average development of wages and salaries
within the Company, furthermore, the Company
shall take out D&O insurance policies for the
members of the Supervisory Board, the premium
for this insurance policy shall be paid by
the Company, the policy shall provide for a
deductible of 10% of damages up to a maximum
of one-and-a-half times the fixed annual remuneration
for the Supervisory Board, the Board of Managing
Directors and the Supervisory Board recommend
to reject this motion
15. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Amendment to Section 2 of the Articles
of Association, as follows: when making decisions,
the Company shall take the interests of all
stakeholders into consideration: Shareholders,
Employees, Customers, and Suppliers, the Company
shall be fully aware of its social responsibility
and commit itself to a sustainable corporate
policy, the interests of shareholders and employees
shall be treated equally, the Board of Managing
Directors and the Supervisory Board recommend
to reject this motion
--------------------------------------------------------------------------------------------------------------------------
STAPLES, INC. Agenda Number: 933253394
--------------------------------------------------------------------------------------------------------------------------
Security: 855030102 Meeting Type: Annual
Ticker: SPLS Meeting Date: 07-Jun-2010
ISIN: US8550301027
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: BASIL L. ANDERSON Mgmt For For
1B ELECTION OF DIRECTOR: ARTHUR M. BLANK Mgmt For For
1C ELECTION OF DIRECTOR: MARY ELIZABETH BURTON Mgmt For For
1D ELECTION OF DIRECTOR: JUSTIN KING Mgmt For For
1E ELECTION OF DIRECTOR: CAROL MEYROWITZ Mgmt For For
1F ELECTION OF DIRECTOR: ROWLAND T. MORIARTY Mgmt For For
1G ELECTION OF DIRECTOR: ROBERT C. NAKASONE Mgmt For For
1H ELECTION OF DIRECTOR: RONALD L. SARGENT Mgmt For For
1I ELECTION OF DIRECTOR: ELIZABETH A. SMITH Mgmt For For
1J ELECTION OF DIRECTOR: ROBERT E. SULENTIC Mgmt For For
1K ELECTION OF DIRECTOR: VIJAY VISHWANATH Mgmt For For
1L ELECTION OF DIRECTOR: PAUL F. WALSH Mgmt For For
02 TO APPROVE THE LONG TERM CASH INCENTIVE PLAN. Mgmt For For
03 TO APPROVE AN AMENDMENT TO STAPLES' AMENDED Mgmt For For
AND RESTATED 2004 STOCK INCENTIVE PLAN INCREASING
THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED
FOR ISSUANCE UNDER THE PLAN FROM 77,430,000
TO 97,430,000 AND AMENDING THE MATERIAL TERMS
OF THE PERFORMANCE GOALS OF THE PLAN.
04 TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE Mgmt For For
OF ERNST & YOUNG LLP AS STAPLES' INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT
FISCAL YEAR.
05 TO ACT ON A SHAREHOLDER PROPOSAL REGARDING THE Shr For Against
ABILITY OF SHAREHOLDERS TO ACT BY MAJORITY
WRITTEN CONSENT.
06 TO ACT ON A SHAREHOLDER PROPOSAL PROVIDING SHAREHOLDERS Shr For Against
OWNING 10% OF OUTSTANDING SHARES WITH THE ABILITY
TO CALL SPECIAL MEETINGS.
--------------------------------------------------------------------------------------------------------------------------
STATE STREET CORPORATION Agenda Number: 933226234
--------------------------------------------------------------------------------------------------------------------------
Security: 857477103 Meeting Type: Annual
Ticker: STT Meeting Date: 19-May-2010
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. LOGUE Mgmt For For
1K ELECTION OF DIRECTOR: R. SERGEL Mgmt For For
1L ELECTION OF DIRECTOR: R. SKATES Mgmt For For
1M ELECTION OF DIRECTOR: G. SUMME Mgmt For For
1N ELECTION OF DIRECTOR: R. WEISSMAN Mgmt For For
02 TO APPROVE A NON-BINDING ADVISORY PROPOSAL ON Mgmt For For
EXECUTIVE COMPENSATION.
03 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, 2010.
04 TO VOTE ON A SHAREHOLDER PROPOSAL RELATING TO Shr Against For
THE SEPARATION OF THE ROLES OF CHAIRMAN AND
CEO.
05 TO VOTE ON A SHAREHOLDER PROPOSAL RELATING TO Shr Against For
A REVIEW OF PAY DISPARITY.
--------------------------------------------------------------------------------------------------------------------------
STATOIL ASA Agenda Number: 702386271
--------------------------------------------------------------------------------------------------------------------------
Security: R4446E112 Meeting Type: AGM
Ticker: Meeting Date: 19-May-2010
ISIN: NO0010096985
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
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
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN
OF EACH BENEFICIAL OWNER NAME, ADDRESS AND
SHARE POSITION TO YOUR CLIENT SERVICE
REPRESENTATIVE. THIS INFORMATION IS REQUIRED
IN ORDER FOR YOUR VOTE TO BE LODGED
1 Opening of the AGM by the Chair of the corporate Non-Voting
assembly
2 Election of a Chair of the meeting Mgmt For For
3 Approve the notice and the agenda Mgmt For For
4 Approve the registration of attending shareholders Mgmt Abstain Against
and the proxies
5 Election of two persons to co-sign the minutes Mgmt For For
together with the chair of the meeting
6 Approve the annual report and the accounts for Mgmt For For
Statoil Asa and the Statoil Group for 2009
including the Board of Directors proposal for
distribution of dividend
7 Approve the declaration on stipulation of salary Mgmt Against Against
and other remuneration for Executive Management
8 Approve the determination of remuneration for Mgmt For For
the Company's Auditor
9.1 Election of Olaug Svarva as a Member of the Mgmt For For
Corporate Assembly
9.2 Election of Idar Kreutzer as a Member of the Mgmt For For
Corporate Assembly
9.3 Election of Karin Aslaksen as a Member of the Mgmt For For
Corporate Assembly
9.4 Election of Greger Mannsverk as a Member of Mgmt For For
the Corporate Assembly
9.5 Election of Steinar Olsen as a Member of the Mgmt For For
Corporate Assembly
9.6 Election of Ingvald Stroemmen as a Member of Mgmt For For
the Corporate Assembly
9.7 Election of Rune Bjerke as a Member of the Corporate Mgmt For For
Assembly
9.8 Election of Tore Ulstein as a Member of the Mgmt For For
Corporate Assembly
9.9 Election of Live Haukvik Aker as a Member of Mgmt For For
the Corporate Assembly
9.10 Election of Siri Kalvig as a Member of the Corporate Mgmt For For
Assembly
9.11 Election of Thor Oscar Bolstad as a Member of Mgmt For For
the Corporate Assembly
9.12 Election of Barbro Haetta-Jacobsen as a Member Mgmt For For
of the Corporate Assembly
10 Approve the determination of remuneration for Mgmt For For
the Corporate Assembly
11.1 Election of Olaug Svarva as a Member of the Mgmt For For
Nomination Committee until the AGM in 2012
11.2 Election of Bjoern Staale Haavik as a Member Mgmt For For
of the Nomination Committee until the
AGM in 2012
11.3 Election of Tom Rathke as a Member of the Nomination Mgmt For For
Committee until the AGM in 2012
11.4 Election of Live Haukvik Aker as a Member of Mgmt For For
the Nomination Committee until the AGM in
2012
12 Approve the determination of remuneration for Mgmt For For
the Nomination Committee
13 Grant authority to acquire Statoil shares in Mgmt Against Against
the market in order to continue implementation
of the Share Saving Plan for employees
14 Grant autority to acquire Statoil shares in Mgmt For For
the market for annulment
15 Approve the changes to Articles of Association: Mgmt For For
1) Articles of Association Section 4; 2)
Articles of Association Section 5; 3) Articles
of Association Section 7; 4) Articles of
Association Section 9; 5) Articles of Association
Section 11
16 PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr Against For
approve the proposal from a Shareholder
--------------------------------------------------------------------------------------------------------------------------
TARGET CORPORATION Agenda Number: 933258902
--------------------------------------------------------------------------------------------------------------------------
Security: 87612E106 Meeting Type: Annual
Ticker: TGT Meeting Date: 09-Jun-2010
ISIN: US87612E1064
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: CALVIN DARDEN Mgmt For For
1B ELECTION OF DIRECTOR: ANNE M. MULCAHY Mgmt For For
1C ELECTION OF DIRECTOR: STEPHEN W. SANGER Mgmt For For
1D ELECTION OF DIRECTOR: GREGG W. STEINHAFEL Mgmt For For
02 COMPANY PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
ERNST & YOUNG LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS
03 COMPANY PROPOSAL TO AMEND THE RESTATED ARTICLES Mgmt For For
OF INCORPORATION RELATING TO BOARD, SEE PROXY
STATEMENT FOR FURTHER DETAILS.
04 COMPANY PROPOSAL TO AMEND THE RESTATED ARTICLES Mgmt For For
OF INCORPORATION TO ELIMINATE A SUPERMAJORITY
VOTE REQUIREMENT FOR CERTAIN BUSINESS COMBINATIONS
05 COMPANY PROPOSAL TO AMEND AND RESTATE THE RESTATED Mgmt For For
ARTICLES TO REFLECT THE CHANGES PROPOSED AS
ITEMS 3 AND 4, IF APPROVED, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT
06 SHAREHOLDER PROPOSAL REGARDING ANNUAL ADVISORY Shr For Against
VOTE ON EXECUTIVE COMPENSATION
--------------------------------------------------------------------------------------------------------------------------
TELEFON AB L.M.ERICSSON Agenda Number: 702296092
--------------------------------------------------------------------------------------------------------------------------
Security: W26049119 Meeting Type: AGM
Ticker: Meeting Date: 13-Apr-2010
ISIN: SE0000108656
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING
INSTRUCTIONS IN THIS MARKET. ABSENCE
OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
- MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN
OF EACH BENEFICIAL OWNER NAME, ADDRESS AND
SHARE POSITION TO YOUR CLIENT SERVICE
REPRESENTATIVE. THIS INFORMATION IS REQUIRED
IN ORDER FOR YOUR VOTE TO BE LODGED
- PLEASE NOTE THAT NOT ALL SUB CUSTODIANS IN SWEDEN Non-Voting
ACCEPT ABSTAIN AS A VALID VOTE OPTION. THANK
YOU
1 Election of Michael Treschow as a Chairman of Mgmt For For
the meeting
2 Preparation and approval of the voting list Non-Voting
3 Approval of the agenda of the Meeting Non-Voting
4 Determination whether the Meeting has been properly Non-Voting
convened
5 Election of 2 persons approving the minutes Non-Voting
6 Presentation of the annual report, the Auditors' Non-Voting
report, the consolidated accounts, the
Auditors' report on the consolidated accounts
and the Auditors' presentation of the audit
work during 2009
7 The President's speech and questions by the Non-Voting
shareholders to the Board of Directors
and the management
8.1 Adopt the profit and loss statement and the Mgmt For For
balance sheet, the consolidated profit and
loss statement and the consolidated balance
sheet
8.2 Grant discharge of liability for the Members Mgmt For For
of the Board of Directors and the President
8.3 Approve a dividend of SEK 2.00 per share and Mgmt For For
Friday, 16 APR 2010, as record date for dividend,
assuming this date will be the record day,
Euroclear Sweden AB (formerly VPC AB)
is expected to disburse dividends on Wednesday,
21 APR 2010
9.1 Approve the number of Board Members to be elected Mgmt For For
by the Meeting be 12 and no Deputy Directors
be elected
9.2 Approve the fees to the non-employed Board Members Mgmt For For
and to the non-employed Members of the Committees
to the Board of Directors elected by the Meeting
remain unchanged and be paid as: SEK 3,750,000
to the Chairman of the Board of Directors;
SEK 750,000 each to the other Board Members;
SEK 350,000 to the Chairman of the Audit Committee;
SEK 250,000 each to other Members of the
Audit Committee; and SEK 125,000 each to
the Chairmen and other Members of the Finance
and Remuneration Committee, as specified
9.3 Re-elect Michael Treschow as the Chairman of Mgmt For For
the Board of Directors; and re-election
of Messrs. Roxanne S. Austin, Sir Peter L.
Bonfield, Borje Ekholm, Ulf J. Johansson,
Sverker Martin-Lof, Nancy McKinstry, Anders
Nyren, Carl-Henric Svanberg and Marcus Wallenberg
and election of Hans Vestberg and Michelangelo
Volpi as the new Members of the Board of Directors
9.4 Approve the procedure on appointment of the Mgmt For For
Nomination Committee, in substance
as: the Company shall have a Nomination Committee
of no less than 5 Members, 1 Member shall be
the Chairman of the Board of Directors as
specified
9.5 Approve that no remuneration be paid to the Mgmt For For
Nomination Committee Members, however,
the Company shall bear the expenses related
to the work of the Nomination Committee
9.6 Approve to pay, like previous years, the Auditor Mgmt For For
fees against approved account
10 Approve the guidelines for remuneration and Mgmt For For
other employment terms for the senior management
for the period up to the 2011 AGM, compared
to the guidelines resolved by the
2009 AGM, these guidelines have been restructured
and rephrased to better demonstrate the basic
principles for remuneration within the
Ericsson Group as specified
11.1 Approve the implementation of the Stock Purchase Mgmt For For
Plan as specified
11.2 Approve the transfer of Treasury Stock as specified Mgmt For For
11.3 Approve, in the event that the required majority Mgmt Against Against
is not reached under resolution 11.2,
the financial exposure of the Stock Purchase
Plan shall be hedged by the Company entering
into an equity swap agreement with a third
party, under which the third party shall,
in its own name, acquire and transfer
shares in the Company to employees covered
by the Stock Purchase Plan
11.4 Approve the implementation of the Key Contributor Mgmt For For
Retention Plan as specified
11.5 Approve the: a transfer of treasury stock Mgmt For For
to employees transfer of no more than 6,500,000
shares of series B in the Company to employees
on the same terms and conditions as in
resolution 11.2 and in accordance with resolution
11.4; b transfer of treasury stock on an
exchange Transfer of no more than 1,300,000
shares of series B in the Company on an exchange
on the same terms and conditions as in resolution
11.2
11.6 Approve, in the event that the required majority Mgmt Against Against
is not reached under resolution 11.5,
the financial exposure of the Key Contributor
Retention Plan shall be hedged by the Company
entering into an equity swap agreement with
a third party, under which the third party
shall, in its own name, acquire and transfer
shares in the Company to employees covered
by the Key Contributor Retention Plan
11.7 Approve the implementation of the Executive Mgmt For For
Performance Stock Plan as specified
11.8 Approve the of no more than 3,500,000 shares Mgmt For For
of series B in the Company to employees
on the same terms and conditions as those in
resolution 11.2 and in accordance with resolution
11.7; and transfer of no more than 900,000
shares of series B in the Company on an exchange
on the same terms and conditions as those in
resolution 11.2
11.9 Approve, in the event that the required majority Mgmt Against Against
is not reached under item 11.8 above, the
financial exposure of the Executive Performance
Stock Plan shall be hedged by the Company
entering into an equity swap agreement with
a third party, under which the third party
shall, in its own name, acquire and transfer
shares in the Company to employees covered
by the Executive Performance Stock
Plan
12 Approve to transfer of treasury stock in relation Mgmt For For
to the resolutions on the Long Term Incentive
Plan 2006 and the Long Term Variable Compensation
Programs 2007, 2008 and 2009 as specified
13 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr For Against
PROPOSAL: authorize the Board of Directors
to review how shares are to be given equal
voting rights and to present a proposal to
that effect at the next AGM of Shareholders
14 Close of the Meeting Non-Voting
--------------------------------------------------------------------------------------------------------------------------
TESCO PLC, CHESHUNT Agenda Number: 702017395
--------------------------------------------------------------------------------------------------------------------------
Security: G87621101 Meeting Type: AGM
Ticker: Meeting Date: 03-Jul-2009
ISIN: GB0008847096
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 581205 DUE TO CHANGE IN VOTING STATUS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
1. Receive the Directors report and the accounts Mgmt For For
for the period ended 28 FEB 2009
2. Approve the remuneration report Mgmt For For
3. Declare a final dividend Mgmt For For
4. Re-elect Mr. R. Brasher as a Director Mgmt For For
5. Re-elect Mr. P. Clarke as a Director Mgmt For For
6. Re-elect Mr. A. Higginson as a Director Mgmt For For
7. Re-elect Mr. C. Allen as a Director Mgmt For For
8. Re-elect Dr. H. Einsmann as a Director Mgmt For For
9. Elect Ms. J. Tammenoms Bakker as a Director Mgmt For For
10. Elect Mr. P. Cescau as a Director Mgmt For For
11. Elect Mr. K. Hanna as a Director Mgmt For For
12. Elect Mr. L. McIlwee as a Director Mgmt For For
13. Re-appoint the Auditors Mgmt For For
14. Authorize the Directors to set the Auditors Mgmt For For
remuneration
15. Approve to increase the authorized share capital Mgmt For For
of the Company
16. Authorize the Directors to allot relevant securities Mgmt For For
S.17 Approve to disapply pre-emption rights Mgmt For For
S.18 Authorize the Company to purchase its own shares Mgmt For For
19. Grant authority the political donations by the Mgmt For For
Company and its subsidiaries
20. Adopt the Tesco PLC Group Bonus Plan 2009 Mgmt For For
21. Amend the Tesco PLC 2004 Discretionary Share Mgmt Against Against
Option Plan
S.22 Grant authority the short notice general meetings Mgmt For For
S.23 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Approve the requisitionists resolution
--------------------------------------------------------------------------------------------------------------------------
TEVA PHARMACEUTICAL INDUSTRIES LIMITED Agenda Number: 933290532
--------------------------------------------------------------------------------------------------------------------------
Security: 881624209 Meeting Type: Annual
Ticker: TEVA Meeting Date: 29-Jun-2010
ISIN: US8816242098
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO APPROVE THE BOARD OF DIRECTORS' RECOMMENDATION Mgmt For For
THAT THE CASH DIVIDEND FOR THE YEAR ENDED DECEMBER
31, 2009, WHICH WAS PAID IN FOUR INSTALLMENTS
AND AGGREGATED NIS 2.50 (APPROXIMATELY US$0.642,
ACCORDING TO THE APPLICABLE EXCHANGE RATES)
PER ORDINARY SHARE (OR ADS), BE DECLARED FINAL.
2A ELECTION OF DIRECTOR: MR. ABRAHAM E. COHEN Mgmt For For
2B ELECTION OF DIRECTOR: MR. AMIR ELSTEIN Mgmt For For
2C ELECTION OF DIRECTOR: PROF. ROGER KORNBERG Mgmt For For
2D ELECTION OF DIRECTOR: PROF. MOSHE MANY Mgmt For For
2E ELECTION OF DIRECTOR: MR. DAN PROPPER Mgmt For For
03 TO APPOINT KESSELMAN & KESSELMAN, A MEMBER OF Mgmt For For
PRICEWATERHOUSECOOPERS INTERNATIONAL LTD.,
AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM UNTIL THE 2011 ANNUAL MEETING
OF SHAREHOLDERS AND TO AUTHORIZE THE BOARD
OF DIRECTORS TO DETERMINE THEIR COMPENSATION
PROVIDED SUCH COMPENSATION IS ALSO APPROVED
BY THE AUDIT COMMITTEE.
04 TO APPROVE THE COMPANY'S 2010 LONG-TERM EQUITY-BASED Mgmt Against Against
INCENTIVE PLAN.
5A APPROVE REMUNERATION OF DR. PHILLIP FROST, IN Mgmt For For
HIS CAPACITY AS CHAIRMAN OF THE BOARD, EFFECTIVE
AS OF MARCH 9, 2010, IN THE AMOUNT OF NIS EQUIVALENT
OF USD 385,702 (AS OF MARCH 9, 2010) PER ANNUM,
PLUS VAT (AS APPLICABLE), AS ADJUSTED BY THE
ISRAELI CONSUMER PRICE INDEX (IN ADDITION TO
PER MEETING FEES PAID TO DIRECTORS), PROVISION
TO DR. FROST, IN HIS CAPACITY AS CHAIRMAN OF
THE BOARD, OF AN OFFICE AND SECRETARIAL SERVICES,
AND, EFFECTIVE AS OF FEBRUARY 15, 2010, ALL
AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
5B TO APPROVE THE REMUNERATION OF PROF. MOSHE MANY, Mgmt For For
IN HIS CAPACITY AS VICE CHAIRMAN OF THE BOARD
OF TEVA, EFFECTIVE AS OF MARCH 9, 2010, IN
THE AMOUNT OF THE NIS EQUIVALENT OF USD 150,000
(AS OF MARCH 9, 2010) PER ANNUM, PLUS VAT (AS
APPLICABLE), AS ADJUSTED BY THE ISRAELI CONSUMER
PRICE INDEX (IN ADDITION TO PER MEETING FEES
PAID TO DIRECTORS). AND THE PROVISION TO PROF.
MANY, IN HIS CAPACITY AS VICE CHAIRMAN OF THE
BOARD, OF SECRETARIAL SERVICES.
5C TO APPROVE THE REMUNERATION OF PROF. ROGER KORNBERG, Mgmt For For
IN HIS CAPACITY AS A DIRECTOR OF TEVA, EFFECTIVE
AS OF MAY 10, 2010, IN THE AMOUNT OF THE NIS
EQUIVALENT OF USD 150,000 (AS OF MAY 10, 2010)
PER ANNUM, PLUS VAT (AS APPLICABLE), AS ADJUSTED
BY THE ISRAELI CONSUMER PRICE INDEX (IN ADDITION
TO PER MEETING FEES PAID TO DIRECTORS).
06 TO APPROVE AN INCREASE IN THE REGISTERED SHARE Mgmt For For
CAPITAL OF THE COMPANY BY NIS 100,000,000 TO
A TOTAL OF NIS 250,000,000 BY THE CREATION
OF 1,000,000,000 ADDITIONAL ORDINARY SHARES
OF PAR VALUE NIS 0.1 EACH, AND THE AMENDMENT
OF THE COMPANY'S INCORPORATION DOCUMENTS ACCORDINGLY.
--------------------------------------------------------------------------------------------------------------------------
THE COCA-COLA COMPANY Agenda Number: 933196758
--------------------------------------------------------------------------------------------------------------------------
Security: 191216100 Meeting Type: Annual
Ticker: KO Meeting Date: 21-Apr-2010
ISIN: US1912161007
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 ELECTION OF DIRECTOR: HERBERT A. ALLEN Mgmt For For
02 ELECTION OF DIRECTOR: RONALD W. ALLEN Mgmt For For
03 ELECTION OF DIRECTOR: CATHLEEN P. BLACK Mgmt For For
04 ELECTION OF DIRECTOR: BARRY DILLER Mgmt Against Against
05 ELECTION OF DIRECTOR: ALEXIS M. HERMAN Mgmt For For
06 ELECTION OF DIRECTOR: MUHTAR KENT Mgmt For For
07 ELECTION OF DIRECTOR: DONALD R. KEOUGH Mgmt For For
08 ELECTION OF DIRECTOR: MARIA ELENA LAGOMASINO Mgmt For For
09 ELECTION OF DIRECTOR: DONALD F. MCHENRY Mgmt For For
10 ELECTION OF DIRECTOR: SAM NUNN Mgmt For For
11 ELECTION OF DIRECTOR: JAMES D. ROBINSON III Mgmt For For
12 ELECTION OF DIRECTOR: PETER V. UEBERROTH Mgmt For For
13 ELECTION OF DIRECTOR: JACOB WALLENBERG Mgmt For For
14 ELECTION OF DIRECTOR: JAMES B. WILLIAMS Mgmt For For
15 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS INDEPENDENT AUDITORS
16 SHAREOWNER PROPOSAL REGARDING AN ADVISORY VOTE Shr For Against
ON EXECUTIVE COMPENSATION
17 SHAREOWNER PROPOSAL REGARDING AN INDEPENDENT Shr For Against
BOARD CHAIR
18 SHAREOWNER PROPOSAL REGARDING RESTRICTED STOCK Shr Against For
19 SHAREOWNER PROPOSAL REGARDING A REPORT ON BISPHENOL-A Shr Against For
--------------------------------------------------------------------------------------------------------------------------
THE GOLDMAN SACHS GROUP, INC. Agenda Number: 933232338
--------------------------------------------------------------------------------------------------------------------------
Security: 38141G104 Meeting Type: Annual
Ticker: GS Meeting Date: 07-May-2010
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
1K ELECTION OF DIRECTOR: H. LEE SCOTT, JR. Mgmt For For
02 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR OUR 2010 FISCAL YEAR
03 AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION Mgmt For For
MATTERS
04 APPROVAL OF AMENDMENTS TO OUR RESTATED CERTIFICATE Mgmt For For
OF INCORPORATION TO ELIMINATE SUPERMAJORITY
VOTING
05 APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE Mgmt For For
OF INCORPORATION TO PERMIT HOLDERS OF 25% OF
OUR OUTSTANDING SHARES OF COMMON STOCK TO CALL
SPECIAL MEETINGS
06 SHAREHOLDER PROPOSAL A REPORT ON CUMULATIVE Shr Against For
VOTING
07 SHAREHOLDER PROPOSAL REGARDING COLLATERAL IN Shr For Against
OVER-THE-COUNTER DERIVATIVES TRADING
08 SHAREHOLDER PROPOSAL REGARDING SEPARATE CHAIR Shr Against For
& CEO
09 SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS Shr Against For
10 SHAREHOLDER PROPOSAL REGARDING A REPORT ON GLOBAL Shr Against For
WARMING SCIENCE
11 SHAREHOLDER PROPOSAL REGARDING A REPORT ON PAY Shr Against For
DISPARITY
12 SHAREHOLDER PROPOSAL REGARDING EXECUTIVE COMPENSATION Shr For Against
AND LONG-TERM PERFORMANCE
--------------------------------------------------------------------------------------------------------------------------
THE HOME DEPOT, INC. Agenda Number: 933228226
--------------------------------------------------------------------------------------------------------------------------
Security: 437076102 Meeting Type: Annual
Ticker: HD Meeting Date: 20-May-2010
ISIN: US4370761029
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: F. DUANE ACKERMAN Mgmt For For
1B ELECTION OF DIRECTOR: DAVID H. BATCHELDER Mgmt For For
1C ELECTION OF DIRECTOR: FRANCIS S. BLAKE Mgmt For For
1D ELECTION OF DIRECTOR: ARI BOUSBIB Mgmt For For
1E ELECTION OF DIRECTOR: GREGORY D. BRENNEMAN Mgmt For For
1F ELECTION OF DIRECTOR: ALBERT P. CAREY Mgmt For For
1G ELECTION OF DIRECTOR: ARMANDO CODINA Mgmt For For
1H ELECTION OF DIRECTOR: BONNIE G. HILL Mgmt For For
1I ELECTION OF DIRECTOR: KAREN L. KATEN Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP Mgmt For For
03 PROPOSAL TO APPROVE THE MATERIAL TERMS OF PERFORMANCE Mgmt For For
GOALS FOR QUALIFIED PERFORMANCE-BASED AWARDS
UNDER THE HOME DEPOT, INC. 2005 OMNIBUS STOCK
INCENTIVE PLAN
04 SHAREHOLDER PROPOSAL REGARDING CUMULATIVE VOTING Shr Against For
05 SHAREHOLDER PROPOSAL REGARDING EXECUTIVE OFFICER Shr For Against
COMPENSATION
06 SHAREHOLDER PROPOSAL REGARDING SPECIAL SHAREHOLDER Shr For Against
MEETINGS
07 SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER ACTION Shr For Against
BY WRITTEN CONSENT
08 SHAREHOLDER PROPOSAL REGARDING INDEPENDENT CHAIRMAN Shr Against For
OF THE BOARD
09 SHAREHOLDER PROPOSAL REGARDING EMPLOYMENT DIVERSITY Shr Against For
REPORT
10 SHAREHOLDER PROPOSAL REGARDING REINCORPORATION Shr Against For
IN NORTH DAKOTA
--------------------------------------------------------------------------------------------------------------------------
THE PNC FINANCIAL SERVICES GROUP, INC. Agenda Number: 933204884
--------------------------------------------------------------------------------------------------------------------------
Security: 693475105 Meeting Type: Annual
Ticker: PNC Meeting Date: 27-Apr-2010
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: ROBERT N. CLAY Mgmt For For
1E ELECTION OF DIRECTOR: KAY COLES JAMES Mgmt For For
1F ELECTION OF DIRECTOR: RICHARD B. KELSON Mgmt For For
1G ELECTION OF DIRECTOR: BRUCE C. LINDSAY Mgmt For For
1H ELECTION OF DIRECTOR: ANTHONY A. MASSARO Mgmt For For
1I ELECTION OF DIRECTOR: JANE G. PEPPER Mgmt For For
1J ELECTION OF DIRECTOR: JAMES E. ROHR Mgmt For For
1K ELECTION OF DIRECTOR: DONALD J. SHEPARD Mgmt For For
1L ELECTION OF DIRECTOR: LORENE K. STEFFES Mgmt For For
1M ELECTION OF DIRECTOR: DENNIS F. STRIGL Mgmt For For
1N ELECTION OF DIRECTOR: STEPHEN G. THIEKE Mgmt For For
1O ELECTION OF DIRECTOR: THOMAS J. USHER Mgmt For For
1P ELECTION OF DIRECTOR: GEORGE H. WALLS, JR. Mgmt For For
1Q ELECTION OF DIRECTOR: HELGE H. WEHMEIER Mgmt For For
2 RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION Mgmt For For
OF PRICEWATERHOUSECOOPERS LLP AS PNC'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010.
3 APPROVAL OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For
4 A SHAREHOLDER PROPOSAL REGARDING APPROVAL OF Shr For Against
SEVERANCE AGREEMENTS, IF PROPERLY PRESENTED
BEFORE THE MEETING.
5 A SHAREHOLDER PROPOSAL REGARDING A REPORT OF Shr For Against
EXECUTIVE COMPENSATION THAT IS NOT TAX DEDUCTIBLE,
IF PROPERLY PRESENTED BEFORE THE MEETING.
--------------------------------------------------------------------------------------------------------------------------
THE PROCTER & GAMBLE COMPANY Agenda Number: 933134241
--------------------------------------------------------------------------------------------------------------------------
Security: 742718109 Meeting Type: Annual
Ticker: PG Meeting Date: 13-Oct-2009
ISIN: US7427181091
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: KENNETH I. CHENAULT Mgmt For For
1B ELECTION OF DIRECTOR: SCOTT D. COOK Mgmt For For
1C ELECTION OF DIRECTOR: RAJAT K. GUPTA Mgmt For For
1D ELECTION OF DIRECTOR: A.G. LAFLEY Mgmt For For
1E ELECTION OF DIRECTOR: CHARLES R. LEE Mgmt For For
1F ELECTION OF DIRECTOR: LYNN M. MARTIN Mgmt For For
1G ELECTION OF DIRECTOR: ROBERT A. MCDONALD Mgmt For For
1H ELECTION OF DIRECTOR: W. JAMES MCNERNEY, JR. Mgmt For For
1I ELECTION OF DIRECTOR: JOHNATHAN A. RODGERS Mgmt For For
1J ELECTION OF DIRECTOR: RALPH SNYDERMAN, M.D. Mgmt For For
1K ELECTION OF DIRECTOR: MARY AGNES WILDEROTTER Mgmt For For
1L ELECTION OF DIRECTOR: PATRICIA A. WOERTZ Mgmt For For
1M ELECTION OF DIRECTOR: ERNESTO ZEDILLO Mgmt For For
02 RATIFY APPOINTMENT OF THE INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM
03 AMEND THE COMPANY'S CODE OF REGULATIONS Mgmt For For
04 APPROVE THE PROCTER & GAMBLE 2009 STOCK AND Mgmt For For
INCENTIVE COMPENSATION PLAN
05 SHAREHOLDER PROPOSAL #1 - CUMULATIVE VOTING Shr Against For
06 SHAREHOLDER PROPOSAL #2 - ADVISORY VOTE ON EXECUTIVE Shr For Against
COMPENSATION
--------------------------------------------------------------------------------------------------------------------------
THE TJX COMPANIES, INC. Agenda Number: 933267153
--------------------------------------------------------------------------------------------------------------------------
Security: 872540109 Meeting Type: Annual
Ticker: TJX Meeting Date: 02-Jun-2010
ISIN: US8725401090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: JOSE B. ALVAREZ Mgmt For For
1B ELECTION OF DIRECTOR: ALAN M. BENNETT Mgmt For For
1C ELECTION OF DIRECTOR: DAVID A. BRANDON Mgmt For For
1D ELECTION OF DIRECTOR: BERNARD CAMMARATA Mgmt For For
1E ELECTION OF DIRECTOR: DAVID T. CHING Mgmt For For
1F ELECTION OF DIRECTOR: MICHAEL F. HINES Mgmt For For
1G ELECTION OF DIRECTOR: AMY B. LANE Mgmt For For
1H ELECTION OF DIRECTOR: CAROL MEYROWITZ Mgmt For For
1I ELECTION OF DIRECTOR: JOHN F. O'BRIEN Mgmt For For
1J ELECTION OF DIRECTOR: WILLOW B. SHIRE Mgmt For For
1K ELECTION OF DIRECTOR: FLETCHER H. WILEY Mgmt For For
02 RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP.
03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Shr For Against
--------------------------------------------------------------------------------------------------------------------------
THE WALT DISNEY COMPANY Agenda Number: 933183751
--------------------------------------------------------------------------------------------------------------------------
Security: 254687106 Meeting Type: Annual
Ticker: DIS Meeting Date: 10-Mar-2010
ISIN: US2546871060
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: SUSAN E. ARNOLD Mgmt For For
1B ELECTION OF DIRECTOR: JOHN E. BRYSON Mgmt For For
1C ELECTION OF DIRECTOR: JOHN S. CHEN Mgmt For For
1D ELECTION OF DIRECTOR: JUDITH L. ESTRIN Mgmt For For
1E ELECTION OF DIRECTOR: ROBERT A. IGER Mgmt For For
1F ELECTION OF DIRECTOR: STEVEN P. JOBS Mgmt For For
1G ELECTION OF DIRECTOR: FRED H. LANGHAMMER Mgmt For For
1H ELECTION OF DIRECTOR: AYLWIN B. LEWIS Mgmt For For
1I ELECTION OF DIRECTOR: MONICA C. LOZANO Mgmt For For
1J ELECTION OF DIRECTOR: ROBERT W. MATSCHULLAT Mgmt For For
1K ELECTION OF DIRECTOR: JOHN E. PEPPER, JR. Mgmt For For
1L ELECTION OF DIRECTOR: SHERYL SANDBERG Mgmt For For
1M ELECTION OF DIRECTOR: ORIN C. SMITH Mgmt For For
02 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS THE COMPANY'S REGISTERED PUBLIC ACCOUNTANTS
FOR 2010.
03 TO APPROVE THE AMENDMENT TO THE AMENDED AND Mgmt Against Against
RESTATED 2005 STOCK INCENTIVE PLAN.
04 TO APPROVE THE AMENDMENT TO THE COMPANY'S RESTATED Mgmt For For
CERTIFICATE OF INCORPORATION RELATING TO INTERESTED
PERSON TRANSACTIONS.
05 TO APPROVE THE AMENDMENT TO THE COMPANY'S RESTATED Mgmt For For
CERTIFICATE OF INCORPORATION RELATING TO BYLAW
AMENDMENTS.
06 TO APPROVE THE AMENDMENT TO THE COMPANY'S RESTATED Mgmt For For
CERTIFICATE OF INCORPORATION RELATING TO TRACKING
STOCK PROVISIONS.
07 TO APPROVE THE AMENDMENT TO THE COMPANY'S RESTATED Mgmt For For
CERTIFICATE OF INCORPORATION RELATING TO CLASSIFIED
BOARD TRANSITION PROVISIONS.
08 TO APPROVE THE SHAREHOLDER PROPOSAL RELATING Shr For Against
TO SHAREHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION.
09 TO APPROVE THE SHAREHOLDER PROPOSAL RELATING Shr Against For
TO EX-GAY NON DISCRIMINATION POLICY.
--------------------------------------------------------------------------------------------------------------------------
TOTAL S A Agenda Number: 702420097
--------------------------------------------------------------------------------------------------------------------------
Security: F92124100 Meeting Type: MIX
Ticker: Meeting Date: 21-May-2010
ISIN: FR0000120271
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting
VALID VOTE OPTIONS ARE "FOR" AND "AGAINST"
A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST"
VOTE.
"French Resident Shareowners must complete, Non-Voting
sign and forward the Proxy Card directly to
the sub custodian. Please contact your Client
Service Representative to obtain the necessary
card, account details and directions. The following
applies to Non-Resident Shareowners: Proxy
Cards: Voting instructions will be forwarded
to the Global Custodians that have become Registered
Intermediaries, on the Vote Deadline Date.
In capacity as Registered Intermediary, the
Global Custodian will sign the Proxy Card and
forward to the local custodian. If you are
unsure whether your Global Custodian acts as
Registered Intermediary, please contact your
representative"
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 694699 DUE TO CHANGE IN VOTING STATUS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting
INFORMATION IS AVAILABLE BY CLICKING ON THE
MATERIAL URL LINK-https://balo.journal-officiel.gouv.fr/pdf/2010/0226/201002261000408.pdf
O.1 Approve the Company's financial statements Mgmt For For
O.2 Approve the consolidated financial statements Mgmt For For
O.3 Approve the allocation of the profit, setting Mgmt For For
of the dividend
O.4 Approve the Agreements pursuant to Article L. Mgmt For For
225-38 of the Commercial Code
O.5 Approve the commitments pursuant to Article Mgmt Against Against
L. 225-42 of the Commercial Code
O.6 Authorize the Board of Directors to proceed Mgmt For For
with the Company's shares
O.7 Approve the renewal of Mr. Thierry Desmarest's Mgmt For For
term as Board Member
O.8 Approve the renewal of Mr. Thierry de Rudder's Mgmt Against Against
term as Board Member
O.9 Appointment of Mr. Gunnar Brock as a Board Member Mgmt For For
O.10 Appointment of Mr. Claude Clement as a Board Mgmt For For
Member to represent the Employees Shareholders
pursuant to Article 11 of the Statutes
O.11 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Appointment as Director, Mr. Philippe
Marchandise representing the Employees who
are shareholders of the Company for a 3-year
period [In accordance with Article 11 of the
bylaws, only one of the recommended Directors
in resolutions 10, 11 and 12 will be elected]
O.12 PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Appointment as Director, Mr. Mohammed
Zaki representing the Employees who are shareholders
of the Company for a 3-year period [In accordance
with Article 11 of the bylaws, only one of
the recommended Directors in resolutions 10,
11 and 12 will be elected]
O.13 Approve the renewal of the Cabinet Ernst and Mgmt For For
Young Audit as permanent statutory Auditor
O.14 Approve the Cabinet KPMG Audit as permanent Mgmt For For
statutory Auditor
O.15 Appointment of Cabinet Auditex as the substitute Mgmt For For
statutory Auditor
O.16 Appointment of Cabinet KPMG Audit I.S. as the Mgmt For For
substitute statutory Auditor
E.17 Authorize the Board of Directors to increase Mgmt For For
the capital with preferential subscription
rights of the Shareholders, by issuing common
shares or any securities giving access to the
capital by incorporation of premiums, reserves,
profits or others
E.18 Authorize the Board of Directors to increase Mgmt For For
the capital by issuing common shares or any
securities giving access to the capital, with
cancellation of preferential subscription rights
E.19 Authorize the Board of Directors to increase Mgmt For For
the capital by issuing common shares or any
securities giving access to the capital as
remuneration for the contributions in kind
granted to the Company
E.20 Authorize the Board of Directors to increase Mgmt For For
the capital in accordance to Article L. 3332-18
et seq. of the Code of Labor
E.21 Approve the authorization to grant options to Mgmt For For
subscribe or purchase Company's shares to some
Collaborators of the group as well as to Officers
of the Company or Companies of the group
E.A PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For
PROPOSAL: Approve to add a new paragraph to
the end of Article 9 of the Articles of Association
as specified
--------------------------------------------------------------------------------------------------------------------------
U.S. BANCORP Agenda Number: 933203159
--------------------------------------------------------------------------------------------------------------------------
Security: 902973304 Meeting Type: Annual
Ticker: USB Meeting Date: 20-Apr-2010
ISIN: US9029733048
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: DOUGLAS M. BAKER, JR. Mgmt For For
1B ELECTION OF DIRECTOR: Y. MARC BELTON Mgmt For For
1C ELECTION OF DIRECTOR: VICTORIA BUYNISKI GLUCKMAN Mgmt For For
1D ELECTION OF DIRECTOR: ARTHUR D. COLLINS, JR. Mgmt For For
1E ELECTION OF DIRECTOR: RICHARD K. DAVIS Mgmt For For
1F ELECTION OF DIRECTOR: JOEL W. JOHNSON Mgmt For For
1G ELECTION OF DIRECTOR: OLIVIA F. KIRTLEY Mgmt For For
1H ELECTION OF DIRECTOR: JERRY W. LEVIN Mgmt For For
1I ELECTION OF DIRECTOR: DAVID B. O'MALEY Mgmt For For
1J ELECTION OF DIRECTOR: O'DELL M. OWENS, M.D., Mgmt For For
M.P.H.
1K ELECTION OF DIRECTOR: RICHARD G. REITEN Mgmt For For
1L ELECTION OF DIRECTOR: CRAIG D. SCHNUCK Mgmt For For
1M ELECTION OF DIRECTOR: PATRICK T. STOKES Mgmt For For
02 RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT Mgmt For For
AUDITOR FOR THE 2010 FISCAL YEAR.
03 APPROVAL OF THE U.S. BANCORP AMENDED AND RESTATED Mgmt For For
2007 STOCK INCENTIVE PLAN.
04 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION Mgmt For For
PROGRAM.
--------------------------------------------------------------------------------------------------------------------------
UBS AG Agenda Number: 702306134
--------------------------------------------------------------------------------------------------------------------------
Security: H89231338 Meeting Type: AGM
Ticker: Meeting Date: 14-Apr-2010
ISIN: CH0024899483
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting
MEETING NOTICE SENT UNDER MEETING 671889, INCLUDING
THE AGENDA. TO VOTE IN THE UPCOMING MEETING,
YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL
BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU.
BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting
REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES
AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY.
UPON RECEIPT OF THE VOTING INSTRUCTION, IT
IS POSSIBLE THAT A MARKER MAY BE PLACED ON
YOUR SHARES TO ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE.
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting
ID 671283 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.
1.1 Approve the annual report and Group and Parent Mgmt No vote *
bank accounts
1.2 Approve the compensation report for 2009 Mgmt No vote *
2. Approve the appropriation of results Mgmt No vote *
3.1 Grant discharge to the Members of the Board Mgmt No vote *
of Directors and the Group Executive Board
for the FY 2009
3.2 Grant discharge to the Members of the Board Mgmt No vote *
of Directors and the Group Executive Board
for the FY 2008
3.3 Grant discharge to the Members of the Board Mgmt No vote *
of Directors and the Group Executive Board
for the FY 2007
4. Approve the adaptation of the Articles of Association Mgmt No vote *
to new Swiss Intermediary-Held Securities Act
and amend Article 4 Paragraph 2 and Article
6 of the Articles of Association
5.1.1 Re-elect Kaspar Villiger as a Member of the Mgmt No vote *
Board of Directors for a 1 year term of office
5.1.2 Re-elect Sally Bott as a Member of the Board Mgmt No vote *
of Directors for a 1 year term of office
5.1.3 Re-elect Michel Demare as a Member of the Board Mgmt No vote *
of Directors for a 1 year term of office
5.1.4 Re-elect Rainer-Marc Frey as a Member of the Mgmt No vote *
Board of Directors for a 1 year term of office
5.1.5 Re-elect Bruno Gehrig as a Member of the Board Mgmt No vote *
of Directors for a 1 year term of office
5.1.6 Re-elect Ann F. Godbehere as a Member of the Mgmt No vote *
Board of Directors for a 1 year term of office
5.1.7 Re-elect Axel P. Lehmann as a Member of the Mgmt No vote *
Board of Directors for a 1 year term of office
5.1.8 Re-elect Helmut Panke as a Member of the Board Mgmt No vote *
of Directors for a 1 year term of office
5.1.9 Re-elect William G. Parrett as a Member of the Mgmt No vote *
Board of Directors for a 1 year term of office
5.110 Re-elect David Sidwell as a Member of the Board Mgmt No vote *
of Directors for a 1 year term of office
5.2 Election of Wolfgang Mayrhuber as an Independent Mgmt No vote *
Member of the Board of Directors for a 1 year
term of office
5.3 Re-elect Ernst & Young Ltd., Basel, for 1 year Mgmt No vote *
term of office as the Auditors for the financial
statements of UBS AG and the consolidated financial
statements of the UBS Group
6. Approve the creation of conditional capital Mgmt No vote *
in a maximum amount of CHF 38,000,000 by means
of adding Article 4a Paragraph 4 to the Articles
of Association, as specified
--------------------------------------------------------------------------------------------------------------------------
UNILEVER N V Agenda Number: 702335046
--------------------------------------------------------------------------------------------------------------------------
Security: N8981F271 Meeting Type: AGM
Ticker: Meeting Date: 11-May-2010
ISIN: NL0000009355
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 Consideration of the annual report for the 2009 Non-Voting
financial year submitted by the Board of Directors,
including the Dutch Corporate Governance Code
and the Directors' remuneration report of the
Remuneration Committee; consideration of the
way in which Unilever applies the Dutch Corporate
Governance Code
2 Adoption of the Annual Accounts and appropriation Mgmt For For
of the profit for the 2009 financial year:
it is proposed that: (i) the annual accounts
for the 2009 financial year drawn up by the
Board of Directors be adopted; and (ii) the
profit for the 2009 financial year be appropriated
for addition to the balance sheet item "Profit
retained" EUR 1,287,000,000
3 Discharge of Executive Directors: it is proposed Mgmt For For
that the Executive Directors in office in the
2009 financial year be discharged for the fulfillment
of their task in the 2009 financial year
4 Discharge of Non-Executive Directors: it is Mgmt For For
proposed that the Non-Executive Directors in
office in the 2009 financial year be discharged
for the fulfillment of their task in the 2009
financial year
5 To re-appoint Mr. P G J M Polman as an Executive Mgmt For For
Director
6 To appoint Mr. R J-M S Huet as an Executive Mgmt For For
Director
7 To re-appoint Professor L O Fresco as a Non-Executive Mgmt For For
Director
8 To re-appoint Ms. A M Fudge as a Non-Executive Mgmt For For
Director
9 To re-appoint Mr. C E Golden as a Non-Executive Mgmt For For
Director
10 To re-appoint Dr. B E Grote as a Non-Executive Mgmt For For
Director
11 To re-appoint Ms. H Nyasulu as a Non-Executive Mgmt For For
Director
12 To re-appoint Mr. K J Storm as a Non-Executive Mgmt For For
Director
13 To re-appoint Mr. M Treschow as a Non-Executive Mgmt For For
Director
14 To re-appoint Mr. J van der Veer as a Non-Executive Mgmt For For
Director
15 To re-appoint Mr. P Walsh as a Non-Executive Mgmt For For
Director
16 To appoint The Rt Hon Sir Malcolm Rifkind MP Mgmt For For
as a Non-Executive Director
17 To approve the Management Co-Investment Plan Mgmt For For
18 To approve the amendment to the performance Mgmt For For
conditions of the annual bonus for Executive
Directors
19 To approve the amendments to the performance Mgmt For For
conditions of the long-term incentive arrangements
20 It is proposed by the Board of Directors that: Mgmt For For
(i) the Articles of Association of the Company
be amended and the Company's capital be reduced
in conformity with the draft prepared by De
Brauw Blackstone Westbroek N.V., dated 31 March
2010; and (ii) in connection with this amendment
of the Articles of Association, any and all
Directors of the Company, any and all Company
Secretaries and Deputy Secretaries and any
and all lawyers practicing with De Brauw Blackstone
Westbroek N.V. be authorized to apply for the
required ministerial declaration of no-objection
and to execute the notarial deed of amendment
to the Articles of Association
21 The Board of Directors be authorized, in accordance Mgmt For For
with Article 98 of Book 2 of the Netherlands
Civil Code, for the period running from 11
May 2010 until 11 November 2011 to cause the
Company to purchase, either through purchase
on a stock exchange or otherwise, any and all
of its own 6% cumulative preference shares
and 7% cumulative preference shares (and depositary
receipt thereof) on the following terms: (i)
the purchase price, excluding expenses and
interest, for each 6% cumulative preference
share (each in the form of one share or ten
sub-shares) is not lower than EUR 0.01 (one
eurocent) and not higher than EUR 575.50 plus
a compensation for accrued dividend (in relation
to the relevant financial year) until the date
of repurchase; and (ii) the purchase price,
excluding expenses and interest, for each 7%
cumulative preference share (each in the form
of one share or ten sub-shares or depositary
receipts thereof) is not lower than EUR 0.01
(one eurocent) and not higher than EUR 671.40
plus a compensation for accrued dividend (in
relation to the relevant financial year) until
the date of repurchase
22 To authorize the Board of Directors, in accordance Mgmt For For
with Article 98 of Book 2 of the Netherlands
Civil Code, for the period running from 11
May 2010 until 11 November 2011 to cause the
Company to purchase, either through purchase
on a stock exchange or otherwise, its own ordinary
shares or depositary receipts thereof with
a maximum of 10% of the issued share capital
as shown in the annual accounts for the financial
year 2009 at a purchase price per share or
depositary receipt thereof, excluding expenses,
not lower than EUR 0.01 (one eurocent) and
not higher than 10% above the average of the
closing price of the shares on the NYSE Euronext
stock exchange in Amsterdam for the five business
days before the day on which the purchase is
made
23 To reduce the issued share capital through cancellation Mgmt For For
of ordinary shares and depositary receipts
thereof; the purpose of the reduction is to
create flexibility with respect to the Company's
capital structure; it is restricted to a maximum
of 10% of the issued share capital as shown
in the annual accounts for the financial year
2009; only ordinary shares held by the Company
or for which the Company holds depositary receipts
may be cancelled; shares that the Company holds
in treasury for hedging share (option) plans
will not be cancelled; the number of shares
that will be cancelled following this resolution
will be determined by the Board of Directors;
each time the amount of the capital reduction
will be stated in the resolution of the Board
of Directors that shall be filed at the Chamber
of Commerce in Rotterdam
24 Renewal of this authority is sought at the AGM Mgmt For For
each year; it is proposed to designate the
Board of Directors as the Company Body, in
accordance with Articles 96 and 96a of Book
2 of the Netherlands Civil Code to resolve
to issue, or to grant rights to subscribe for,
shares not yet issued and to restrict or exclude
the statutory pre-emption rights that accrue
to shareholders upon issue of shares, on the
understanding that this authority is limited
to 10% of the issued share capital of the Company,
plus an additional 10% of the issued share
capital of the Company in connection with or
on the occasion of mergers and acquisitions;
there is no current intention to use this authority;
the authority sought from the AGM is for the
period running from 11 May 2010 until 11 November
2011
25 Pursuant to Article 34, paragraph 3, of the Mgmt For For
Articles of Association, Auditors charged with
the auditing of the annual accounts for the
current financial year are to be appointed
each year; it is proposed that, in accordance
with Article 393 of Book 2 of the Netherlands
Civil Code, PricewaterhouseCoopers Accountants
N.V. be appointed to audit the annual accounts
for the 2010 financial year
26 Questions and close of Meeting Non-Voting
PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING Non-Voting
AT THIS GENERAL MEETING ARE RELAXED AS THERE
IS A REGISTRATION DEADLINE / RECORD DATE ASSOCIATED
WITH THIS MEETING. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
UNILEVER NV Agenda Number: 702099068
--------------------------------------------------------------------------------------------------------------------------
Security: N8981F271 Meeting Type: AGM
Ticker: Meeting Date: 08-Oct-2009
ISIN: NL0000009355
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS AN INFORMATION MEETING. Non-Voting
SHOULD YOU WISH TO ATTEND THE MEETING PERSONALLY,
YOU MAY APPLY FOR AN ENTRANCE CARD BY CONTACTING
YOUR CLIENT REPRESENTATIVE. THANK YOU
1. Opening and announcements Non-Voting
2. Discussion the report and the financial statements Non-Voting
for the period 01 JUL 2008 to 30 JUN 2009
3. As a consequence of the periodic rotation of Non-Voting
Office Mr. J.H. Schraven will step down as
per the date of the 1st meeting of the Board
of the Administration Office to be held in
2010, consequently a vacancy will arise in
the Board, the Board intends to fill this vacancy
by re-appointing Mr. Schraven, in accordance
with Article 5.4 of its Articles of Association,
the Board wishes to inform the holders of depositary
receipts issued by the Administration Office
of this vacancy
4. Any other business Non-Voting
5. Closing Non-Voting
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting
IN TEXT OF RESOLUTION 3. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
UNITED STATES STEEL CORPORATION Agenda Number: 933201624
--------------------------------------------------------------------------------------------------------------------------
Security: 912909108 Meeting Type: Annual
Ticker: X Meeting Date: 27-Apr-2010
ISIN: US9129091081
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN G. DROSDICK Mgmt For For
CHARLES R. LEE Mgmt For For
JEFFREY M. LIPTON Mgmt For For
DAN O. DINGES Mgmt For For
02 APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS Mgmt For For
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
03 APPROVAL OF AMENDMENT AND RESTATEMENT OF 2005 Mgmt For For
STOCK INCENTIVE PLAN.
04 APPROVAL OF 2010 ANNUAL INCENTIVE COMPENSATION Mgmt For For
PLAN.
--------------------------------------------------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC. Agenda Number: 933212451
--------------------------------------------------------------------------------------------------------------------------
Security: 92343V104 Meeting Type: Annual
Ticker: VZ Meeting Date: 06-May-2010
ISIN: US92343V1044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: RICHARD L. CARRION Mgmt For For
1B ELECTION OF DIRECTOR: M. FRANCES KEETH Mgmt For For
1C ELECTION OF DIRECTOR: ROBERT W. LANE Mgmt For For
1D ELECTION OF DIRECTOR: SANDRA O. MOOSE Mgmt For For
1E ELECTION OF DIRECTOR: JOSEPH NEUBAUER Mgmt For For
1F ELECTION OF DIRECTOR: DONALD T. NICOLAISEN Mgmt For For
1G ELECTION OF DIRECTOR: THOMAS H. O'BRIEN Mgmt For For
1H ELECTION OF DIRECTOR: CLARENCE OTIS, JR. Mgmt For For
1I ELECTION OF DIRECTOR: HUGH B. PRICE Mgmt For For
1J ELECTION OF DIRECTOR: IVAN G. SEIDENBERG Mgmt For For
1K ELECTION OF DIRECTOR: RODNEY E. SLATER Mgmt For For
1L ELECTION OF DIRECTOR: JOHN W. SNOW Mgmt For For
1M ELECTION OF DIRECTOR: JOHN R. STAFFORD Mgmt For For
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
03 ADVISORY VOTE RELATED TO EXECUTIVE COMPENSATION Mgmt For For
04 PROHIBIT GRANTING STOCK OPTIONS Shr Against For
05 GENDER IDENTITY NON-DISCRIMINATION POLICY Shr Against For
06 PERFORMANCE STOCK UNIT PERFORMANCE THRESHOLDS Shr For Against
07 SHAREHOLDER RIGHT TO CALL A SPECIAL MEETING Shr For Against
08 ADOPT AND DISCLOSE SUCCESSION PLANNING POLICY Shr For Against
09 SHAREHOLDER APPROVAL OF BENEFITS PAID AFTER Shr For Against
DEATH
10 EXECUTIVE STOCK RETENTION REQUIREMENTS Shr For Against
--------------------------------------------------------------------------------------------------------------------------
VESTAS WIND SYS A/S UTD KINGDOM Agenda Number: 702188738
--------------------------------------------------------------------------------------------------------------------------
Security: K9773J128 Meeting Type: EGM
Ticker: Meeting Date: 14-Jan-2010
ISIN: DK0010268606
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
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 Amend Article 4.6 of the Articles of Associations Mgmt For For
for the proposed changed to the specified wordings
2 Authorize the Chairman of the general meeting Mgmt For For
to notify the notifiable decisions made
by the general meeting to the Danish Commerce
and Companies Agency and make the corrections
in the documents which have been prepared in
connection with these decisions to the extent
that the Danish Commerce and Companies Agency
requires so in order to register the decisions
--------------------------------------------------------------------------------------------------------------------------
VESTAS WIND SYS A/S UTD KINGDOM Agenda Number: 702264829
--------------------------------------------------------------------------------------------------------------------------
Security: K9773J128 Meeting Type: AGM
Ticker: Meeting Date: 17-Mar-2010
ISIN: DK0010268606
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
- IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING
INSTRUCTIONS IN THIS MARKET. ABSENCE
OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
- PLEASE NOTE THAT IF THE CHAIRMAN OF THE BOARD Non-Voting
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
1 Receive the report from the Board of Directors Mgmt Abstain Against
on the Company's activities during the past
year
2 Adopt the annual report Mgmt For For
3 Approve to apply the profit for the year of Mgmt For For
EUR 564m as follows: transfer to reserve for
net revaluation according to the equity method:
EUR 66m; dividend: EUR 0m and retained
earnings: EUR 498m
4 Re-elect Bent Erik Carlsen, Torsten Erik Rasmussen, Mgmt For For
Freddy Frandsen, Hakan Eriksson, Jorgen
Huno Rasmussen, Jorn Anaer Thomsen, Kurt Anker
Nielsen and Ola Rollen as Board Members
5 Appointment of PricewaterhouseCoopers, Statsautoriseret Mgmt For For
6.1 Amend Articles 2(4), 2(8) and 3(4) which is Mgmt For For
numbered Article 3(5) in the new draft Articles
Articles 3(1) - 3(4), Article 7(2), 8(1) and
13(1), Article 4(3), 4(4), 5(1), 6(2), 6(3)
of the Articles of Association
6.2 Amend Articles 2, 3, 4, 5, 4(5), 6(5), 6(4), Mgmt For For
7(2) and 7(3) of the Articles of Association
6.3 Amend Article 1(1) to effect that the secondary Mgmt For For
name Cotas Computer Technology A/s
is deleted
6.4 Amend Article 1(2) of the Articles of Association Mgmt For For
in accordance with Section 28 of the Danish
Companies Act, and as a consequence, Article
1(3) shall be re-numbered as Article 1 (2)
6.5 Approve to rephrase Article 2(3) to the effect Mgmt For For
that it specifies that the Company's shares
are registered with a central securities depository
and that any dividends will be disbursed through
such central securities depository
6.6 Approve that Article 2(9) concerning cancellation Mgmt For For
is deleted, as the provisions are
no longer relevant to the Company
6.7 Approve that previous authorization to the Board Mgmt For For
of Directors in Article 3(1) to increase the
Company's share capital is renewed to apply
until 01 MAY 2011, allowing an increase
of the share capital by a total nominal amount
of DKK 20,370,410 20,370,410 shares
6.8 Approve that the previous authorization to the Mgmt Against Against
Board of Directors in Article 3(2) to increase
the Company's share capital in connection with
the issuance of employee shares is extended
to expire on 01 MAY 2011
6.9 Approve that the previous authorization to the Mgmt Against Against
Board of Directors in Article 3(3) to issue
warrants and to carry out the relevant increase
of the Company's share capital is
extended to expire on 01 MAY 2011
6.10 Approve to insert an authorization to the Board Mgmt For For
of Directors, in the Company's Articles
of Association, for the Board of Directors
to raise loans against the issuance of convertible
debt instruments, the new provision will be
inserted as Article 3(4) and the existing Article
3(4) will be renumbered to Article 3(5) and
amended so that a conversion combined with
an issuance of shares, pursuant to the authorization
in Article 3(1), may only result in a capital
increase of 10%
6.11 Amend Article 4(2) to the effect that the Company's Mgmt For For
general meetings are held in Central Denmark
Region or in the Capital Region of Denmark,
as directed by the Board of Directors
6.12 Amend Article 5(2) to the effect that it clearly Mgmt For For
states that the general meeting can decide
whether the Company shall have one or two Auditors
6.13 Approve to insert a new provision, stipulating Mgmt For For
that the Company's general meetings may
be held in English, provided that a simultaneous
interpretation service into Danish is given,
and that all documents pertaining to general
meetings are available both in Danish and
in English
6.14 Approve to insert a new provision Article 8(8) Mgmt For For
to the effect that the corporate language
is English
6.15 Authorize the Company to purchase treasury shares, Mgmt For For
in the period until the next AGM, within
a total nominal value of 10% of the Company's
share capital from time to time, in accordance
with the relevant statutory provisions, the
consideration for such shares may not deviate
by more than 10% from the closing price
quoted by NASDAQ OMX Copenhagen at the time
of purchase
6.16 Approve a rider to the overall guidelines for Mgmt For For
incentive pay which were adopted at
the AGM in 2009 to the effect that warrants,
and not only options, can be issued under the
existing authorization
6.17 Authorize the Chairman of the meeting to file Mgmt For For
the registrable resolutions adopted by
the general meeting with the Danish Commerce
and Companies Agency and to make such amendments
to the documents prepared in connection with
these resolutions as may be required by
the Danish Commerce and Companies Agency
in connection with registration of the adopted
resolutions
7 Any other business Non-Voting
--------------------------------------------------------------------------------------------------------------------------
VODAFONE GROUP PLC NEW Agenda Number: 701994976
--------------------------------------------------------------------------------------------------------------------------
Security: G93882135 Meeting Type: AGM
Ticker: Meeting Date: 28-Jul-2009
ISIN: GB00B16GWD56
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the Company's accounts and the reports Mgmt For For
of the Directors and the Auditors for the YE
31 MAR 2009
2. Re-elect Sir John Bond as a Director Mgmt For For
3. Re-elect Mr. John Buchanan as a Director Mgmt For For
4. Re-elect Mr. Vittorio Colao as a Director Mgmt For For
5. Elect Mr. Michel Combes as a Director Mgmt For For
6. Re-elect Mr. Andy Halford as a Director Mgmt For For
7. Re-elect Mr. Alan Jebson as a Director Mgmt For For
8. Elect Mr. Samuel Jonah as a Director Mgmt For For
9. Re-elect Mr. Nick Land as a Director Mgmt For For
10. Re-elect Ms. Anne Lauvergeon as a Director Mgmt For For
11. Re-elect Mr. Simon Murray as a Director Mgmt For For
12. Elect Mr. Stephen Pusey as a Director Mgmt For For
13. Re-elect Mr. Luc Vandevelde as a Director Mgmt For For
14. Re-elect Mr. Anthony Watson as a Director Mgmt For For
15. Re-elect Mr. Phllip Yea as a Director Mgmt For For
16. Approve a final dividend of 5.20 per ordinary Mgmt For For
share
17. Approve the remuneration report Mgmt For For
18. Re-appoint Deloitte LLP as the Auditors Mgmt For For
19. Authorize the Audit Committee to determine the Mgmt For For
remuneration of the Auditors
20. Authorize the Directors to allot shares under Mgmt For For
Article 16.2 of the Company's Article of Association
S.21 Authorize the Directors to dis-apply pre-emption Mgmt For For
rights under Article 16.3 of the Company's
Article of Association
S.22 Authorize the Company's purchase of its own Mgmt For For
shares [Section 166, Companies Act 1985]
S.23 Approve new Articles of Association Mgmt For For
S.24 Grant authority to call the general meeting Mgmt For For
other than an AGM on not less than 14 clear
days' notice
PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE Non-Voting
IN TYPE OF RESOLUTION. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
WAL-MART STORES, INC. Agenda Number: 933249939
--------------------------------------------------------------------------------------------------------------------------
Security: 931142103 Meeting Type: Annual
Ticker: WMT Meeting Date: 04-Jun-2010
ISIN: US9311421039
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: AIDA M. ALVAREZ Mgmt For For
1B ELECTION OF DIRECTOR: JAMES W. BREYER Mgmt For For
1C ELECTION OF DIRECTOR: M. MICHELE BURNS Mgmt For For
1D ELECTION OF DIRECTOR: JAMES I. CASH, JR. Mgmt For For
1E ELECTION OF DIRECTOR: ROGER C. CORBETT Mgmt For For
1F ELECTION OF DIRECTOR: DOUGLAS N. DAFT Mgmt Against Against
1G ELECTION OF DIRECTOR: MICHAEL T. DUKE Mgmt For For
1H ELECTION OF DIRECTOR: GREGORY B. PENNER Mgmt For For
1I ELECTION OF DIRECTOR: STEVEN S REINEMUND Mgmt For For
1J ELECTION OF DIRECTOR: H. LEE SCOTT, JR. Mgmt For For
1K ELECTION OF DIRECTOR: ARNE M. SORENSON Mgmt For For
1L ELECTION OF DIRECTOR: JIM C. WALTON Mgmt For For
1M ELECTION OF DIRECTOR: S. ROBSON WALTON Mgmt For For
1N ELECTION OF DIRECTOR: CHRISTOPHER J. WILLIAMS Mgmt For For
1O ELECTION OF DIRECTOR: LINDA S. WOLF Mgmt Against Against
02 RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT Mgmt For For
ACCOUNTANTS
03 APPROVAL OF THE WAL-MART STORES, INC. STOCK Mgmt Against Against
INCENTIVE PLAN OF 2010
04 APPROVAL OF THE ASDA LIMITED SHARESAVE PLAN Mgmt For For
2000, AS AMENDED
05 GENDER IDENTITY NON-DISCRIMINATION POLICY Shr Against For
06 ADVISORY VOTE ON EXECUTIVE COMPENSATION Shr For Against
07 POLITICAL CONTRIBUTIONS REPORT Shr Against For
08 SPECIAL SHAREOWNER MEETINGS Shr For Against
09 POULTRY SLAUGHTER Shr Against For
10 LOBBYING PRIORITIES REPORT Shr Against For
--------------------------------------------------------------------------------------------------------------------------
WASTE MANAGEMENT, INC. Agenda Number: 933208705
--------------------------------------------------------------------------------------------------------------------------
Security: 94106L109 Meeting Type: Annual
Ticker: WM Meeting Date: 11-May-2010
ISIN: US94106L1098
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: PASTORA SAN JUAN CAFFERTY Mgmt For For
1B ELECTION OF DIRECTOR: FRANK M. CLARK, JR. Mgmt For For
1C ELECTION OF DIRECTOR: PATRICK W. GROSS Mgmt For For
1D ELECTION OF DIRECTOR: JOHN C. POPE Mgmt For For
1E ELECTION OF DIRECTOR: W. ROBERT REUM Mgmt For For
1F ELECTION OF DIRECTOR: STEVEN G. ROTHMEIER Mgmt For For
1G ELECTION OF DIRECTOR: DAVID P. STEINER Mgmt For For
1H ELECTION OF DIRECTOR: THOMAS H. WEIDEMEYER Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST Mgmt For For
& YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2010.
03 PROPOSAL TO AMEND THE COMPANY'S SECOND RESTATED Mgmt For For
CERTIFICATE OF INCORPORATION TO ELIMINATE THE
SUPERMAJORITY STOCKHOLDER VOTING PROVISIONS.
04 PROPOSAL RELATING TO DISCLOSURE OF POLITICAL Shr Against For
CONTRIBUTIONS, IF PROPERLY PRESENTED AT THE
MEETING.
05 PROPOSAL RELATING TO THE RIGHT OF STOCKHOLDERS Shr For Against
TO CALL SPECIAL STOCKHOLDER MEETINGS, IF PROPERLY
PRESENTED AT THE MEETING.
--------------------------------------------------------------------------------------------------------------------------
WELLS FARGO & COMPANY Agenda Number: 933204593
--------------------------------------------------------------------------------------------------------------------------
Security: 949746101 Meeting Type: Annual
Ticker: WFC Meeting Date: 27-Apr-2010
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: RICHARD D. MCCORMICK Mgmt For For
1H ELECTION OF DIRECTOR: MACKEY J. MCDONALD Mgmt For For
1I ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN Mgmt For For
1J ELECTION OF DIRECTOR: NICHOLAS G. MOORE Mgmt For For
1K ELECTION OF DIRECTOR: PHILIP J. QUIGLEY Mgmt Against Against
1L ELECTION OF DIRECTOR: JUDITH M. RUNSTAD Mgmt For For
1M ELECTION OF DIRECTOR: STEPHEN W. SANGER Mgmt For For
1N ELECTION OF DIRECTOR: ROBERT K. STEEL Mgmt For For
1O ELECTION OF DIRECTOR: JOHN G. STUMPF Mgmt For For
1P ELECTION OF DIRECTOR: SUSAN G. SWENSON Mgmt For For
02 PROPOSAL TO APPROVE A NON-BINDING ADVISORY RESOLUTION Mgmt Against Against
REGARDING THE COMPENSATION OF THE COMPANY'S
NAMED EXECUTIVES.
03 PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S Mgmt For For
CERTIFICATE OF INCORPORATION TO INCREASE THE
COMPANY'S AUTHORIZED SHARES OF COMMON STOCK
FROM 6 BILLION TO 9 BILLION.
04 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP Mgmt For For
AS INDEPENDENT AUDITORS FOR 2010.
05 STOCKHOLDER PROPOSAL REGARDING AN ADVISORY VOTE Shr For Against
ON EXECUTIVE AND DIRECTOR COMPENSATION.
06 STOCKHOLDER PROPOSAL REGARDING A POLICY TO REQUIRE Shr For Against
AN INDEPENDENT CHAIRMAN.
07 STOCKHOLDER PROPOSAL REGARDING A REPORT ON CHARITABLE Shr Against For
CONTRIBUTIONS.
08 STOCKHOLDER PROPOSAL REGARDING A REPORT ON POLITICAL Shr Against For
CONTRIBUTIONS.
--------------------------------------------------------------------------------------------------------------------------
ZIMMER HOLDINGS, INC. Agenda Number: 933201410
--------------------------------------------------------------------------------------------------------------------------
Security: 98956P102 Meeting Type: Annual
Ticker: ZMH Meeting Date: 03-May-2010
ISIN: US98956P1021
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTOR: BETSY J. BERNARD Mgmt For For
1B ELECTION OF DIRECTOR: MARC N. CASPER Mgmt For For
1C ELECTION OF DIRECTOR: DAVID C. DVORAK Mgmt For For
1D ELECTION OF DIRECTOR: LARRY C. GLASSCOCK Mgmt For For
1E ELECTION OF DIRECTOR: ROBERT A. HAGEMANN Mgmt For For
1F ELECTION OF DIRECTOR: ARTHUR J. HIGGINS Mgmt For For
1G ELECTION OF DIRECTOR: JOHN L. MCGOLDRICK Mgmt For For
1H ELECTION OF DIRECTOR: CECIL B. PICKETT, PH.D. Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM
--------------------------------------------------------------------------------------------------------------------------
ZURICH FINANCIAL SERVICES AG, ZUERICH Agenda Number: 702270480
--------------------------------------------------------------------------------------------------------------------------
Security: H9870Y105 Meeting Type: AGM
Ticker: Meeting Date: 30-Mar-2010
ISIN: CH0011075394
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
THE PRACTICE OF SHARE BLOCKING VARIES WIDELY Non-Voting
IN THIS MARKET. PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION
FOR YOUR ACCOUNTS.
PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting
MEETING NOTICE SENT UNDER MEETING 610200, INCLUDING
THE AGENDA. TO VOTE IN THE UPCOMING MEETING,
YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR
AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION
DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS
THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL
BE PROCESSED ON A BEST EFFORT BASIS. THANK
YOU.
1.A Approve the annual report, the annual financial Mgmt No vote *
statements and the consolidated financial statements
for 2009
1.B Approve the remuneration system according to Mgmt No vote *
the remuneration report
2. Approve the appropriation of available earnings Mgmt No vote *
of Zurich Financial Services Ltd for 2009
3. Grant discharge to the Members of the Board Mgmt No vote *
of Directors and the Group Executive Committee
4. Approve the share capital reduction and amend Mgmt No vote *
the Articles of Incorporation [Article 5]
5. Approve to increase the authorized share capital Mgmt No vote *
and amend the Articles of Incorporation [Article
5bis Paragraph 1]
6. Approve to increase the contingent share capital Mgmt No vote *
and amend the Articles of Incorporation [Article
5ter Paragraph 2a]
7. Approve further change to the Articles of Incorporation Mgmt No vote *
[Article 6]
8.1.1 Election of Mr. Josef Ackermann Mgmt No vote *
8.1.2 Re-election of Ms. Susan Bies Mgmt No vote *
8.1.3 Re-election of Mr. Victor Chu Mgmt No vote *
8.1.4 Re-election of Mr. Armin Meyer Mgmt No vote *
8.1.5 Re-election of Mr. Rolf Watter Mgmt No vote *
8.2 Re-election of PricewaterhouseCoopers AG as Mgmt No vote *
the Auditors
9. Ad-hoc Mgmt No vote *
PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting
OF AUDITOR NAME. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
* Management position unknown
* 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 Diversified Equity Income Fund
By (Signature) /s/ Duncan W. Richardson
Name Duncan W. Richardson
Title President
Date 08/31/2010