UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT
COMPANY
INVESTMENT COMPANY ACT FILE NUMBER: 811-21400
NAME OF REGISTRANT: Eaton Vance Tax-Advantaged
Dividend Income Fund
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 255 State Street
Boston, MA 02109
NAME AND ADDRESS OF AGENT FOR SERVICE: Alan R. Dynner, Esq.
255 State Street
Boston, MA 02109
REGISTRANT'S TELEPHONE NUMBER: 617-482-8260
DATE OF FISCAL YEAR END: 08/31
DATE OF REPORTING PERIOD: 07/01/2005 - 06/30/2006
Eaton Vance Tax-Advantaged Dividend Income Fund
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ALLIED IRISH BANKS PLC Agenda Number: 700928370
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Security: G02072117
Meeting Type: AGM
Meeting Date: 26-Apr-2006
Ticker:
ISIN: IE0000197834
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THE DIRECTORS HAVE RECEIVED Non-Voting No vote
NOTICES FROM THE SHARHOLDER FROM WHOM THE NOTICE
AT ITEM 10 ABOVE HAS BEEN RECEIVED OF HIS INTENTION
TO PROPOSE RESOLUTIONS FOR THE REMOVAL FROM
OFFICE OF TWELVE DIRECTORS. IN LINE WITH PREVIOUS
PRACTICE, RESOLUTIONS TO REMOVE DIRECTORS ALREADY
RE-APPOINTED AT THE MEETING WILL NOT BE PERMITTED
BECAUSE TO DO SO WOULD BE TANTAMOUNT TO ASKING
SHAREHOLDERS TO VOTE WTICE ON THE SAME RESOLUTION.
SHOULD YOU HAVE ANY FURTHER QUESTIONS REGARDING
THIS ITEM, PLEASE CONTACT YOUR ADP CLIENT SERVICE
REPRESENTATIVE. THANK YOU.
1. Receive the report of the Directors and the Mgmt For For
statement of accounts for the YE 31 DEC 2005
2. Declare a final dividend of EUR 0.423 per ordinary Mgmt For For
share
3.A Re-elect Mr. Adrian Burke as a Director Mgmt For For
3.B Re-elect Mr. Kieran Crowley as a Director Mgmt For For
3.C Re-elect Mr. Colm Doherty as a Director Mgmt For For
3.D Re-elect Mr. Padraic M. Fallon as a Director Mgmt For For
3.E Re-elect Mr. Dermot Gleeson as a Director Mgmt For For
3.F Re-elect Mr. Don Godson as a Director Mgmt For For
3.G Re-elect Mr. John B. McGuckian as a Director Mgmt Against Against
3.H Re-elect Mr. John O Donnell as a Director Mgmt For For
3.I Re-elect Mr. Jim O Leary as a Director Mgmt For For
3.J Re-elect Mr. Eugene J. Sheehy as a Director Mgmt For For
3.K Re-elect Mr. Michael J. Sullivan as a Director Mgmt For For
3.L Re-elect Mr. Robert G. Wilmers as a Director Mgmt For For
3.M Re-elect Ms. Jennifer Winter as a Director Mgmt For For
4. Approve to increase the basic fee payable to Mgmt For For
the Non-Executive Directors from EUR 35,000
per annum to EUR 36,500 per annum each
5. Authorize the Directors to fix the remuneration Mgmt For For
for the Auditors
S.6 Authorize the Company and/or any subsidiary Mgmt For For
Section 155 of the Companies Act, 1963 to
make market purchases Section 212 of the Companies
Act, 1990 ( the Act ) of ordinary shares of
EUR 0.32 each of the Company share or shares
on such terms and conditions and in such manner
as the Directors, or, as the case may be, the
Directors of such subsidiary, may from time
to time determine, subject to the provisions
of the Companies Act 1990: a) the maximum number
of shares so authorized to be acquired be 91.8
million; b) the minimum and maximum price which
may be paid for such share shall be determined
in accordance with Article 52 ; Authority
expires the earlier of the AGM in 2006 or 28
OCT 2007 ; the Company, or any such subsidiary,
may, before such expiry, enter into a contract
for the purchase of shares which would or might
be wholly or partly executed after such expiry
and may complete any such contract as if the
authority conferred hereby had not expired
S.7 Approve, subject to the passing of Resolution Mgmt For For
No. 6 and pursuant to Section 209 of the Companies
Act 1990 the 1990 Act , that the price range
within which any treasury shares for the time
being held by the Company may be re-issued
off-market be determined in accordance with
Article 53 of the Articles of Association;
and authority shall be effective from 27 APR
2006 and shall expire at the close of business
on the earlier of the next AGM or 25 OCT 2007
S.8 Approve that the power conferred on the Directors Mgmt For For
by Paragraph (b) (ii) of Article 8 of the Articles
of Association be renewed for the period ending
on the date of the AGM in 2007 or, if earlier,
25th JUL 2007, and for such period the Section
23 amount as defined in Paragraph (d)(iv)
of the said Article be EUR 14.69 million
9. Approve the payment in the sum of EUR 579,000 Mgmt Against Against
to Mr. Gary Kennedy in compensation for loss
of office as the Group Director, Finance and
Enterprise Technology
10. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr Against For
Approve to remove KPMG as the Auditors
11. PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: Shr Against For
Appoint Mr. Niall Murphy as a Director of the
Company
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ALLTEL CORPORATION Agenda Number: 932450872
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Security: 020039103
Meeting Type: Annual
Meeting Date: 20-Apr-2006
Ticker: AT
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM H. CROWN Mgmt For For
JOE T. FORD Mgmt For For
JOHN P. MCCONNELL Mgmt For For
JOSIE C. NATORI Mgmt For For
02 APPROVAL OF AMENDED AND RESTATED ALLTEL PERFORMANCE Mgmt For For
INCENTIVE COMPENSATION PLAN
03 APPROVAL OF AMENDED AND RESTATED ALLTEL LONG-TERM Mgmt For For
PERFORMANCE INCENTIVE PLAN
04 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS Mgmt For For
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ALTRIA GROUP, INC. Agenda Number: 932456228
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Security: 02209S103
Meeting Type: Annual
Meeting Date: 27-Apr-2006
Ticker: MO
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ELIZABETH E. BAILEY Mgmt For For
HAROLD BROWN Mgmt For For
MATHIS CABIALLAVETTA Mgmt For For
LOUIS C. CAMILLERI Mgmt For For
J. DUDLEY FISHBURN Mgmt For For
ROBERT E. R. HUNTLEY Mgmt For For
THOMAS W. JONES Mgmt For For
GEORGE MUNOZ Mgmt For For
LUCIO A. NOTO Mgmt For For
JOHN S. REED Mgmt For For
STEPHEN M. WOLF Mgmt For For
02 RATIFICATION OF THE SELECTION OF INDEPENDENT Mgmt For For
AUDITORS
03 STOCKHOLDER PROPOSAL 1 - REQUESTING INDEPENDENT Shr Against For
BOARD CHAIRMAN
04 STOCKHOLDER PROPOSAL 2 - REQUESTING COMMITMENT Shr Against For
TO GLOBAL HUMAN RIGHTS STANDARDS
05 STOCKHOLDER PROPOSAL 3 - SEEKING TO ADDRESS Shr Against For
HEALTH HAZARDS FOR AFRICAN AMERICANS ASSOCIATED
WITH SMOKING MENTHOL CIGARETTES
06 STOCKHOLDER PROPOSAL 4 - SEEKING TO EXTEND NEW Shr Against For
YORK FIRE-SAFE PRODUCTS GLOBALLY
07 STOCKHOLDER PROPOSAL 5 - REQUESTING ADOPTION Shr Against For
OF ANIMAL WELFARE POLICY
08 STOCKHOLDER PROPOSAL 6 - REQUESTING SUPPORT Shr Against For
FOR LAWS AT ALL LEVELS COMBATING USE OF TOBACCO
09 STOCKHOLDER PROPOSAL 7 - SEEKING TO FACILITATE Shr Against For
MEDICAL EFFORTS TO DISSUADE SECONDHAND SMOKE
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ASTRAZENECA PLC Agenda Number: 932484683
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Security: 046353108
Meeting Type: Annual
Meeting Date: 27-Apr-2006
Ticker: AZN
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO RECEIVE THE COMPANY S ACCOUNTS AND THE REPORTS Mgmt For
OF THE DIRECTORS AND AUDITOR FOR THE YEAR ENDED
DECEMBER 31, 2005
02 TO CONFIRM DIVIDENDS Mgmt For
03 TO RE-APPOINT KPMG AUDIT PLC, LONDON AS AUDITOR Mgmt For
04 TO AUTHORIZE THE DIRECTORS TO AGREE THE REMUNERATION Mgmt For
OF THE AUDITOR
05 DIRECTOR
LOUIS SCHWEITZER Mgmt For
HAKAN MOGREN Mgmt For
DAVID R BRENNAN Mgmt For
JONATHAN SYMONDS Mgmt For
JOHN PATTERSON Mgmt For
SIR PETER BONFIELD Mgmt For
JOHN BUCHANAN Mgmt For
JANE HENNEY Mgmt For
MICHELE HOOPER Mgmt For
JOE JIMENEZ Mgmt For
ERNA MOLLER Mgmt For
MARCUS WALLENBERG Mgmt For
DAME NANCY ROTHWELL Mgmt For
06 TO APPROVE THE DIRECTORS REMUNERATION REPORT Mgmt For
FOR THE YEAR ENDED DECEMBER 31, 2005
07 TO AUTHORIZE LIMITED EU POLITICAL DONATIONS Mgmt For
08 TO AUTHORIZE THE DIRECTORS TO ALLOT UNISSUED Mgmt For
SHARES
09 TO AUTHORIZE THE DIRECTORS TO DISAPPLY PRE-EMPTION Mgmt For
RIGHTS
10 TO AUTHORIZE THE COMPANY TO PURCHASE ITS OWN Mgmt For
SHARES
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AT&T INC. Agenda Number: 932448043
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Security: 00206R102
Meeting Type: Annual
Meeting Date: 28-Apr-2006
Ticker: T
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM F. ALDINGER III Mgmt For For
GILBERT F. AMELIO Mgmt For For
AUGUST A. BUSCH III Mgmt For For
MARTIN K. EBY, JR. Mgmt For For
JAMES A. HENDERSON Mgmt For For
CHARLES F. KNIGHT Mgmt For For
JON C. MADONNA Mgmt For For
LYNN M. MARTIN Mgmt For For
JOHN B. MCCOY Mgmt For For
MARY S. METZ Mgmt For For
TONI REMBE Mgmt For For
S. DONLEY RITCHEY Mgmt For For
JOYCE M. ROCHE Mgmt For For
RANDALL L. STEPHENSON Mgmt For For
LAURA D'ANDREA TYSON Mgmt For For
PATRICIA P. UPTON Mgmt For For
EDWARD E. WHITACRE, JR. Mgmt For For
02 APPROVE APPOINTMENT OF INDEPENDENT AUDITORS Mgmt For For
03 APPROVE 2006 INCENTIVE PLAN Mgmt For For
04 APPROVE AMENDMENT TO RESTATED CERTIFICATE OF Mgmt For For
INCORPORATION
05 STOCKHOLDER PROPOSAL A Shr Against For
06 STOCKHOLDER PROPOSAL B Shr For Against
07 STOCKHOLDER PROPOSAL C Shr Against For
08 STOCKHOLDER PROPOSAL D Shr Against For
09 STOCKHOLDER PROPOSAL E Shr For Against
10 STOCKHOLDER PROPOSAL F Shr Against For
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BANK OF AMERICA CORPORATION Agenda Number: 932453866
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Security: 060505104
Meeting Type: Annual
Meeting Date: 26-Apr-2006
Ticker: BAC
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM BARNET, III Mgmt For For
FRANK P. BRAMBLE, SR. Mgmt For For
JOHN T. COLLINS Mgmt For For
GARY L. COUNTRYMAN Mgmt For For
TOMMY R. FRANKS Mgmt For For
PAUL FULTON Mgmt For For
CHARLES K. GIFFORD Mgmt For For
W. STEVEN JONES Mgmt For For
KENNETH D. LEWIS Mgmt For For
MONICA C. LOZANO Mgmt For For
WALTER E. MASSEY Mgmt For For
THOMAS J. MAY Mgmt For For
PATRICIA E. MITCHELL Mgmt For For
THOMAS M. RYAN Mgmt For For
O. TEMPLE SLOAN, JR. Mgmt For For
MEREDITH R. SPANGLER Mgmt For For
ROBERT L. TILLMAN Mgmt For For
JACKIE M. WARD Mgmt For For
02 RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM FOR 2006.
03 ADOPT AN AMENDMENT TO THE 2003 KEY ASSOCIATE Mgmt For For
STOCK PLAN.
04 STOCKHOLDER PROPOSAL- POLITICAL CONTRIBUTIONS Shr Against For
05 STOCKHOLDER PROPOSAL- MAJORITY VOTING IN DIRECTOR Shr For Against
ELECTIONS
06 STOCKHOLDER PROPOSAL- INDEPENDENT BOARD CHAIRMAN Shr For Against
07 STOCKHOLDER PROPOSAL- EQUAL EMPLOYMENT OPPORTUNITY Shr Against For
POLICY
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BANK OF MONTREAL Agenda Number: 932431430
--------------------------------------------------------------------------------------------------------------------------
Security: 063671101
Meeting Type: Annual
Meeting Date: 02-Mar-2006
Ticker: BMO
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
0A DIRECTOR
ROBERT M. ASTLEY Mgmt For For
STEPHEN E. BACHAND Mgmt For For
DAVID R. BEATTY Mgmt For For
ROBERT CHEVRIER Mgmt For For
F. ANTHONY COMPER Mgmt For For
RONALD H. FARMER Mgmt For For
DAVID A. GALLOWAY Mgmt For For
HAROLD N. KVISLE Mgmt For For
EVA LEE KWOK Mgmt For For
BRUCE H. MITCHELL Mgmt For For
PHILIP S. ORSINO Mgmt For For
J. ROBERT S. PRICHARD Mgmt For For
JEREMY J. REITMAN Mgmt For For
GUYLAINE SAUCIER Mgmt For For
NANCY C. SOUTHERN Mgmt For For
0B APPOINTMENT OF AUDITORS Mgmt For For
0C SHAREHOLDER PROPOSAL NO. 1 Shr Against For
0D SHAREHOLDER PROPOSAL NO. 2 Shr Against For
0E SHAREHOLDER PROPOSAL NO. 3 Shr Against For
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BARCLAYS PLC Agenda Number: 700910260
--------------------------------------------------------------------------------------------------------------------------
Security: G08036124
Meeting Type: AGM
Meeting Date: 27-Apr-2006
Ticker:
ISIN: GB0031348658
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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 2005
2. Approve the Directors report on remuneration Mgmt For For
for the YE 31 DEC 2005
3. Re-elect Mr. Fulvio Conti as a Director of the Mgmt For For
Company
4. Re-elect Dr. Danie Cronje as a Director of the Mgmt For For
Company
5. Re-elect Mr. Robert E. Diamond Jr as a Director Mgmt For For
of the Company
6. Re-elect Mr. Robert Steel as a Director of the Mgmt For For
Company
7. Re-elect Mr. John Sunderland as a Director of Mgmt For For
the Company
8. Re-elect Professor Dame Sandra Dawson as a Director Mgmt For For
of the Company
9. Re-elect Sir Richard Broadbent as a Director Mgmt For For
of the Company
10. Re-elect Mr. Gary Hoffman as a Director of the Mgmt For For
Company
11. Re-elect Mr. Naguib Kheraj as a Director of Mgmt For For
the Company
12. Re-elect Sir Nigel Rudd as a Director of the Mgmt For For
Company
13. Re-appoint PricewaterhouseCoopers LLP, Chartered Mgmt For For
Accountants and Registered Auditors, as the
Auditors of the Company to hold office until
the conclusion of the next general meeting
at which accounts are laid before the Company
14. Authorize the Directors to set the remuneration Mgmt For For
of the Auditors
15. Authorize the Company to make EU political donations Mgmt For For
not exceeding GBP 25,000 in total and incur
EU political expenditures not exceeding GBP
25,000 in total
16. Approve to renew the authority given to Barclays Mgmt For For
Bank PLC to make EU political donations
17. Approve to renew the authority given to the Mgmt For For
Directors to allot securities
S.18 Approve to renew the authority given to the Mgmt For For
Directors to allot securities for cash other
than on pro-rata basis to shareholders and
to sell treasury shares
S.19 Approve to renew the Companys authority to purchase Mgmt For For
its own shares
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BELLSOUTH CORPORATION Agenda Number: 932450632
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Security: 079860102
Meeting Type: Annual
Meeting Date: 24-Apr-2006
Ticker: BLS
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
F.D. ACKERMAN Mgmt For For
R.V. ANDERSON Mgmt For For
J.H. BLANCHARD Mgmt For For
J.H. BROWN Mgmt Withheld Against
A.M. CODINA Mgmt For For
M.L. FEIDLER Mgmt For For
K.F. FELDSTEIN Mgmt For For
J.P. KELLY Mgmt For For
L.F. MULLIN Mgmt For For
R.B. SMITH Mgmt For For
W.S. STAVROPOULOS Mgmt For For
02 RATIFY THE APPOINTMENT OF THE INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM
03 SHAREHOLDER PROPOSAL RE: DISCLOSURE OF POLITICAL Shr Against For
CONTRIBUTIONS
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BNP PARIBAS, PARIS Agenda Number: 700922203
--------------------------------------------------------------------------------------------------------------------------
Security: F1058Q238
Meeting Type: AGM
Meeting Date: 23-May-2006
Ticker:
ISIN: FR0000131104
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THIS IS A MIX MEETING. THANK Non-Voting No vote
YOU
PLEASE NOTE THAT THE MEETING HELD ON 12 MAY Non-Voting No vote
2006 HAS BEEN POSTPONED DUE TO LACK OF QUORUM
AND THAT THE SECOND CONVOCATION WILL BE HELD
ON 23 MAY 2006. PLEASE ALSO NOTE THE NEW CUTOFF
DATE 18 MAY 2006. IF YOU HAVE ALREADY SENT
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
Verification Period: Registered Shares: 1 to Non-Voting No vote
5 days prior to the meeting date, depends on
company s by-laws. Bearer Shares: 6 days prior
to the meeting date. French Resident Shareowners
must complete, 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: ADP will forward voting instructions
to the Global Custodians that have become Registered
Intermediaries, on ADP 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 ADP.
Trades/Vote Instructions: Since France maintains
a Verification Period, for vote instructions
submitted that have a trade transacted (sell)
for either the full security position or a
partial amount after the vote instruction has
been submitted to ADP and the Global Custodian
advises ADP of the position change via the
account position collection process, ADP has
a process in effect which will advise the Global
Custodian of the new account position available
for voting. This will ensure that the local
custodian is instructed to amend the vote instruction
and release the shares for settlement of the
sale transaction. This procedure pertains to
sale transactions with a settlement date prior
to Meeting Date + 1
1. Receive the reports of the Board of Directors Mgmt For For
and the Statutory Auditors and approve the
consolidated financial statements for the FYE
31 DEC 2005
2. Receive the report of the Board of Directors Mgmt For For
and the Auditors general report and approve
the Company s financial statements and the
balance sheet for the YE 31 DEC 2005, showing
net income of EUR 3,423,168,749.54
3. Receive the result for the FY be appropriated Mgmt For For
as follows: net earnings for the FY: EUR 3,423,168,749.54,
retained earnings: EUR 8,690,141,972.17, total:
EUR 12,113,310,721.71, to the special investment
reserve: EUR 54,646,169.00, dividend: EUR 2,183,005,487.00
retained earnings: EUR 9,875,659,065.71 total:
EUR 12,113,310,721.71, the shareholders will
receive a net dividend of EUR 2.60 per share
of a par value of EUR 2.00, and will entitle
to the allowance provided by the French General
Tax Code; authorize the Board of Directors
to register the fraction of the dividend on
shares held by BNP Paribas in the retained
earnings account; this dividend will be paid
by cash as from 31 MAY 2006 as required by
Law
4. Receive the special report of the Auditors on Mgmt For For
Agreements Governed by Article L.225-38 of
the French Commercial Code and approve the
said report and the Agreements referred to
therein
5. Authorize the Board of Directors to buy back Mgmt For For
the Company s shares on the open market, subject
to the conditions described below: maximum
purchase price: EUR 100.00, maximum number
of shares to be acquired: 10% of the share
capital, i.e. 84,033,110 shares, maximum funds
invested in the share buybacks: EUR 8,403,311,000.00;
authorize the Board of Directors to take all
necessary measures and accomplish all necessary
formalities; Authority expires for a period
of 18 months
6. Appoint Mrs. Laurence Parisot as a Director Mgmt For For
for a 3-year period
7. Approve to renew the appointment of Mr. Claude Mgmt For For
Bebear as a Director for a 3 year period
8. Approve to renew the appointment of Mr. Jean-Louis Mgmt For For
beffa as a Director for a 3 year period
9. Approve to renew the appointment of Mr. Alain Mgmt For For
Joly as a Director for a 3 year period
10. Approve to renew the appointment of Mr. Denis Mgmt For For
Kessler as a Director for a 3 year period
11. Approve to renew the appointment of Mr. Michel Mgmt For For
Pebereau as a Director for a 3 year period
12. Appoint Deloitteet Associes as the Statutory Mgmt For For
Auditor, to replace Barbier Frinault Et Autres,
Societebeas as a Deputy Auditor to replace
Richard Olivier, for a 6 year period
13. Approve to renew the appointment the Statutory Mgmt For For
Auditor of Mazarset Guerard, and Michel Barbet
Massin as a Deputy Auditor for a 6 year period
14. Approve to renew the appointment of PricewaterhouseCoopersMgmt For For
Audit as the Statutory Auditor and Pierrecoll
as the Deputy Auditor for a 6 year period
15. Grant full powers to the bearer of an original, Mgmt For For
a copy or extract of the minutes of this meeting
to carryout all filings, publications and other
formalities prescribed by Law
16. Authorize the Board of Directors to increase Mgmt For For
the capital, on 1 or more occasions, in France
or Abroad, by a maximum nominal amount of EUR
1,000,000,000.00, by issuance, with preferred
subscription rights maintained, of ordinary
shares and securities giving access to the
capital; the maximum nominal amount of debt
securities which may be issued shall not exceed
EUR 10,000,000,000.00; Authority expires for
a period of 26 months ; this delegation of
powers cancels and replaces the unused portion
of any earlier delegations to the same effect;
authorize the Board of Directors to take all
measures and accomplish all necessary formalities
17. Authorize the Board of Directors to increase Mgmt For For
the capital, on 1 or more occasions, in France
or abroad, by a maximum nominal amount of EUR
320,000,000.00, by issuance, without preferred
subscription rights, of ordinary shares and
securities giving access to the capital; the
maximum nominal amount of debt securities which
may be issued shall not exceed EUR 7,000,000,000.00;
Authority expires for a period of 26 months
; this delegation of powers cancels and replaces
the unused portion of any earlier delegations
to the same effect; authorize the Board of
Directors to take all necessary measures and
accomplish all necessary formalities
18. Authorize the Board of Directors to increase Mgmt For For
the share capital in 1 or more occasions, up
to 10% of the share capital, in consideration
for the contributions in kind, granted to the
Company, of unquoted capital securities or
securities giving access to share capital;
the maximum amount of capital increase to be
carried out under this delegation of authority
shall count against the nominal ceiling of
EUR 320,000,000.00 concerning the capital increases
without preferred subscription rights authorized
by Resolution Number. 17; Authority expires
for a period of 26 months ; Authorize the Board
of Directors to take all necessary measures
and accomplish all necessary formalities
19. Authorize the Board of Directors to increase Mgmt For For
the share capital, in 1 or more occasions,
to a maximum nominal amount of EUR 1,000,000,000.00,
by way of capitalizing all or part of there
serves, profits or add paid in capital, by
issuing bonus shares or raising the par value
of existing shares, or by a combination of
these methods; this delegation of powers cancels
and replaces the unused portion of any earlier
delegations to the same effect; Authority
expires for a period of 26 months ; authorize
the Board of Directors to take all necessary
measures and accomplish all necessary formalities
20. Approve the maximum nominal amount pertaining Mgmt For For
to the capital increases to be carried out
with the use of the authorizations given by
Resolutions Number 16, 17 and 19 shall not
exceed EUR 1,000,000,000.00, the debt securities
which may be issued with the use of the authorizations
given by Resolutions Number 16 and 17 shall
not exceed EUR 10,000,000,000.00
21. Amend the Resolution Number. 14 authorization Mgmt For For
to grant stock options to Corporate Officers
and certain employees adopted by the combined
shareholders meeting of 18 MAY 2005, Authority
expires for a period of 38 months ; the number
of shares that may be subscribed or purchased
through the exercise of outstanding option
may not exceed 3% of the banks issued capital
as of the date of this meeting; the total number
of bonus granted by virtue of there Resolution
Number. 15 of the combined shareholders meeting
of 18 MAY 2005 shall count against this ceiling
22. Authorize the Board of Directors to increase Mgmt For For
the share capital, on 1 or more occasions and
at its discretion, by way of issuing shares
in favour of the Members of the Banks Company
Savings Plan; Authority expires for a period
of 26 months ; for a maximum nominal amount
that shall not exceed EUR 36,000,000.00; authorize
the Board of Directors to take all necessary
measures and accomplish all necessary formalities;
this authorization cancels and replaces the
unused portion of any earlier authorizations
to the same effect
23. Authorize the Board of Directors to reduce the Mgmt For For
share capital, on 1 or more occasions, by cancelling
all or part of the BNP Paribas shares that
the Bank currently holds or that it may acquire
in accordance with the conditions laid down
by the ordinary shareholders meeting, up to
a maximum of 10% of the share capital over
a 24-month period; Authority expires for a
period of 18 months ; it supersedes the authorization
granted by the shareholders meeting of 18
MAY 2005 in its Resolution Number. 16; authorize
the Board of Directors to take all necessary
measures and accomplish all necessary formalities
24. Approve the report of the Board of Directors, Mgmt For For
the reports of the Merger and the Merger Agreement
signed on 27 MAR 2006, the shareholders meeting
approves: all the provisions of this merger
Agreement, pursuant to which Societe Centrale
D Investissements contributes to BNP Paribas,
subject to the fulfilment of the conditions
precedent provided for in said Agreement, all
of its assets; with the corresponding taking-over
of all its liabilities, the valuation of the
contribution: the assets are valued at EUR
5,453,471.955.00 and the liabilities at EUR
157,865,721.00, i.e. a total amount of EUR
5.295,606,234.00, the consideration for the
contributions according to an exchange ratio
of 3 BNP Paribas shares against 1 Societe Centraled
Investissements share; consequently, subject
to the fulfilment of the conditions precedent
provided for in Agreement, the shareholders
meeting decides to increase the share capital
by EUR 1,890.00 by the creation of 945 new
fully paid-up shares of a par value of EUR
2.00 each, carrying rights to the 2005 dividend
and to be distributed among the shareholders
of the acquired Company, according to an exchange
ratio of 3 BNP Paribas shares against 1 Societe
Centrale D Investlssements share; the difference
between the amount of the net assets contributed
and the amount of the share capital increase;
estimated at EUR 48,139.00, form the merger
premium a merger surplus of EUR 807,534.174.00
results from this an amount EUR 190.00 will
be drawn upon the merger premium and allocated
to the legal reserve and the balance. i.e.
EUR 47,949.00,will be allocated to the Bank
balance sheet liabilities in the merger premiums
account to which the Company s existing and
new shareholders will hold rights allocation
of the merger surplus; EUR 167,482,877.00 to
the result EUR 640,051,297,00 to the merger
premiums account the shareholders meeting;
authorize the Board of Directors, to charge
the merger operation costs against the merger
premiums account; consequently to what was
mentioned, the shareholders meeting records
that, subject to the fulfilment of the conditions
precedent provided for in the merger Agreement,
that Societe Centrale D Investissements shall
be automatically dissolved with out any liquidation;
authorize the Board of Directors to take all
necessary measures and accomplish all necessary
formalities
25. Approve to simplify the terms and conditions Mgmt For For
of elections and consequently, decides to amend
the second Paragraph of Article Number 7 of
the Bylaws: Directors elected by BNP Paribas
employees
26. Grants full powers to the bearer of an original, Mgmt For For
a copy or extract of the minutes of this meeting
to carry out all filings, publications and
other formalities prescribed by Law
--------------------------------------------------------------------------------------------------------------------------
BNP PARIBAS, PARIS Agenda Number: 700936454
--------------------------------------------------------------------------------------------------------------------------
Security: F1063K242
Meeting Type: MIX
Meeting Date: 23-May-2006
Ticker:
ISIN: FR0010272641
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
PLEASE NOTE THAT THE MEETING HELD ON 12 MAY Non-Voting No vote
2006 HAS BEEN POSTPONED DUE TO LACK OF QUORUM
AND THAT THE SECOND CONVOCATION WILL BE HELD
ON 23 MAY 2006. PLEASE ALSO NOTE THE NEW CUTOFF
DATE IS 18 MAY 2006. IF YOU HAVE ALREADY SENT
YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU.
A Verification Period exists in France. Please Non-Voting No vote
see http://ics.adp.com/marketguide for complete
information. Verification Period: Registered
Shares: 1 to 5 days prior to the meeting date,
depends on company s by-laws. Bearer Shares:
6 days prior to the meeting date. French Resident
Shareowners must complete, 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: ADP
will forward voting instructions to the Global
Custodians that have become Registered Intermediaries,
on ADP 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
ADP. Trades/Vote Instructions: Since France
maintains a Verification Period, for vote instructions
submitted that have a trade transacted (sell)
for either the full security position or a
partial amount after the vote instruction has
been submitted to ADP and the Global Custodian
advises ADP of the position change via the
account position collection process, ADP has
a process in effect which will advise the Global
Custodian of the new account position available
for voting. This will ensure that the local
custodian is instructed to amend the vote instruction
and release the shares for settlement of the
sale transaction. This procedure pertains to
sale transactions with a settlement date prior
to Meeting Date + 1
1. Receive the reports of the Board of Directors Mgmt No vote
and the Statutory Auditors and approve the
consolidated financial statements for the FYE
31 DEC 2005
2. Receive the report of the Board of Directors Mgmt No vote
and the Auditors general report and approve
the Company s financial statements and the
balance sheet for the YE 31 DEC 2005 showing
net income of EUR 3,423,168,749.54
3. Approve the result for the FY appropriated as Mgmt No vote
follows: net earnings for the FY: EUR 3,423,168,749.54
retained earnings: EUR 8,690,141,972.17 total:
EUR 12,113,310,721.71 to the special investment
reserve: EUR 54,646,169.00 dividend: EUR 2,183,005,487.00
retained earnings: EUR 9,875,659,065.71 total:
EUR 12,113,310,721.71, the shareholders will
receive a net dividend of EUR 2.60 per share
of a par value of EUR 2.00, and will entitle
to the allowance provided by the French General
Tax Code, the Board of Directors is given full
powers to register the fraction of the dividend
on shares held by BNP Paribas in the retained
earnings account, this dividend will be paid
by cash as from 31 MAY 2006 as required by
law; authorize the Board of Directors to draw
upon the retained earnings account the sums
required to pay for the dividend concerning
shares resulting from the subscription options
exercise, which would be carried out before
the dividend payment
4. Receive the special report of the Auditors on Mgmt No vote
agreements governed by Article L. 225-38 of
the French Commercial Code and approve the
said report and the agreements referred to
therein
5. Authorize the Board of Directors to buy back Mgmt No vote
the Company s shares on the open market, in
supersession of all existing authorities, subject
to the conditions described below: maximum
purchase price: EUR 100.00, maximum number
of shares to be acquired: 10 per cent of the
share capital, i.e. 84,033,110 shares, maximum
funds invested in the share buybacks: EUR 8,403,311,000.00
and to take all necessary measures and accomplish
all necessary formalities Authority expires
at the end of 18-months
6. Appoint Mrs. Laurence Parisot as Director for Mgmt No vote
a 3-year period
7. Approve to renew the appointment of Mr. Claude Mgmt No vote
Bebear as Director for a 3-year period
8. Approve to renew the appointment of Mr. Jean-Louis Mgmt No vote
Beffa as Director for a 3-year period
9. Approve to renew the appointment of Mr. Alain Mgmt No vote
Joly as Director for a 3-year period
10. Approve to renew the appointment of Mr. Denis Mgmt No vote
Kessler as Director for a 3-year period
11. Approve to renew the appointment of Mr. Michel Mgmt No vote
Pebereau as Director for a 3-year period
12. Appoint Deloitte ET Associes as the Statutory Mgmt No vote
Auditor to replace Barbier Frinault ET Autres,
Societe Beas as the Deputy Auditor to replace
Richard Olivier, for a 6-year period
13. Approve to renew the appointment: as Statutory Mgmt No vote
Auditor of Mazars ET Guerard, as Deputy Auditor
of Michel Barbet-Massin, for a 6-year period
14. Approve to renew the appointment: as Statutory Mgmt No vote
Auditor of PricewaterhouseCoopers Audit, as
Deputy Auditor of Pierre Coll, for a 6-year
period
15. Grant full powers to the bearer of an original, Mgmt No vote
a copy or extract of the minutes of this meeting
to carry out all filings, publications and
other formalities prescribed by law
16. Authorize the Board of Directors to increase Mgmt No vote
the capital, on one or more occasions, in France
or abroad, by a maximum nominal amount of EUR
1,000,000,000.00, by issuance, with preferred
subscription rights maintained, of ordinary
shares and securities giving access to the
capital the maximum nominal amount of debt
securities which may be issued shall not exceed
EUR 10,000,000,000.00; Authority expires at
the end of 26-months this delegation of powers
cancels and replaces the unused portion of
any earlier delegations to the same effect
and to take all necessary measures and accomplish
all necessary formalities
17. Authorize the Board of Directors to increase Mgmt No vote
the capital, on one or more occasions, in France
or abroad, by a maximum nominal amount of EUR
320,000,000.00, by issuance, without preferred
subscription rights, of ordinary shares and
securities giving access to the capital the
maximum nominal amount of debt securities which
may be issued shall not exceed EUR 7,000,000,000.00
Authority expires at the end of 26-months
this delegation of powers cancels and replaces
the unused portion of any earlier delegations
to the same effect and to take all necessary
measures and accomplish all necessary formalities
18. Authorize the Board of Directors to increase Mgmt No vote
the share capital, in one or more occasions,
up to 10% of the share capital, in consideration
for the contributions in kind, granted to the
Company, of unquoted capital securities or
securities giving access to share capital;
the maximum amount of capital increase to be
carried out under this delegation shall count
against the nominal ceiling of EUR 320,000,000.00
concerning the capital increase without preferred
subscription rights authorized by Resolution
No. 17; Authority is granted for a 26-month
period ; and to take all necessary measures
and accomplish all necessary formalities
19. Authorize the Board of Directors to increase Mgmt No vote
the share capital, in one or more occasions,
to a maximum nominal amount of EUR 1,000,000,000.00,
by way of capitalizing all or part of the reserves,
profits or additional paid in capital, by issuing
bonus shares or raising the par value of existing
shares, or by a combination of these methods
this delegation of powers cancels and replaces
the unused portion of any earlier delegations
to the same effect; Authority expires at the
end of 28-months ; and to take all necessary
measures and accomplish all necessary formalities
20. Approve that the maximum nominal amount pertaining Mgmt No vote
to: the capital increases to be carried out
with the use of the authorizations given by
Resolutions 16,17 and 19 shall not exceed EUR
1,000,000,000.00, the debt securities which
may be issued with the use of the authorizations
given by Resolutions 16 and 17 shall not exceed
EUR 10,000,000,000.00
21. Amend the Resolution 14 authorization to grant Mgmt No vote
stock options to corporate officers and certain
employees adopted by the MIX meeting of 18
MAY 2005 given for a 38-month period as from
this date, as follows: the number of shares
that may be subscribed or purchased through
the exercise of outstanding options may not
exceed 3% of the banks issued capital as of
the date of this meeting, the total number
of bonus shares granted by virtue of the Resolution
1 of the MIX meeting of 18 MAY 2005 shall count
against this ceiling
22. Authorize the Board of Directors to increase Mgmt No vote
the share capital, on one or more occasions
and at its sole discretion, by way of issuing
shares in favor of the Members of the Bank
s Company Savings Plan; Authority expires
at the end of 26-months and for a maximum
nominal amount that shall not exceed EUR 38,000,000.00
to take all necessary measures and accomplish
all necessary formalities this authorization
cancels and replaces the unused portion of
any earlier authorizations to the same effect
23. Authorize the Board of Directors to reduce the Mgmt No vote
share capital on one or more occasions, in
supersession of all existing authorities, by
canceling all or part of the BNP Paribas shares
that the Bank currently holds or that it may
acquire in accordance with the conditions laid
down by the ordinary shareholders meeting,
up to a maximum of 10% of the share capital
over a 24-month period Authority expires at
the end of 18-months and to take all necessary
measures and accomplish all necessary formalities
24. Receive the report of the Board of Directors, Mgmt No vote
the reports of the merger Auditors and the
merger agreement signed on 27 MAR 2006 and
approve: all the provisions of this Merger
Agreement, pursuant to which Societe Centrale
dininvestissements contributes to BNP Paribas,
subject to the fulfillment of the conditions
precedent provided for in said agreement, all
of ifs assets. with the corresponding taking-over
of all its liabilities, the valuation of the
contribution: the assets are valued at EUR
5,453,471,955.00 and tile liabilities at EUR
157,865,721.00, i.e. a total amount of EUR
5,295,606,234.00, the consideration for the
contributions according to an exchange ratio
of 3 BNP Paribas shares against 1 Societe Centrale
investments share consequently, subject to
the fulfillment of the conditions precedent
provided for in said agreement; to increase
the share capital by EUR 1,890.00 by the creation
of 945 new fully paid-up shares of a par value
of EUR 2.00 each carrying rights to the 2008
dividend and to be distributed among the shareholders
of the acquired Company, according to an exchange
ratio of 3 BNP Paribas shares against 1 Societe
Centrale dinvestissements share the difference
between the amount of the net assets contributed
and the amount of the share capital increase,
estimated at EUR 48.139.00, form the merger
premium a merger surplus of fur 807,534,174.00
results from this an amount EUR 190.00 will
be drawn upon the merger premium and allocated
to the legal reserve and the balance, i.e.
EUR 47,949.00, will be allocated to the bank
balance sheet liabilities in the merger premiums
account to which the Company s existing and
new shareholders will hold rights allocation
of the merger surplus: EUR 167,482,877.0010
the result EUR 640,051.297.00 to the merger
premiums account and authorize the Board of
directors to charge the merger operation costs
against the merger premiums account consequently
to what was mentioned, the shareholders meeting
records that, subject to the fulfillment of
the conditions precedent provided for in the
merger agreement, that Societe Centrale D investissements
shall be automatically dissolved without any
liquidation and to take all necessary measures
and accomplish all necessary formalities
25. Approve to simplify the terms and conditions Mgmt No vote
of elections and consequently, to amend the
second paragraph of Article 7 of the bylaws
Directors elected by BNP Paribas employees
26. Grant full powers to the bearer of an original, Mgmt No vote
a copy or extract of the minutes of this meeting
to carry out all filings. publications and
other formalities prescribed by law
--------------------------------------------------------------------------------------------------------------------------
BOSTON PROPERTIES, INC. Agenda Number: 932465013
--------------------------------------------------------------------------------------------------------------------------
Security: 101121101
Meeting Type: Annual
Meeting Date: 03-May-2006
Ticker: BXP
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WILLIAM M. DALEY Mgmt Withheld Against
EDWARD H. LINDE Mgmt Withheld Against
DAVID A. TWARDOCK Mgmt Withheld Against
02 TO CONSIDER AND ACT UPON A STOCKHOLDER PROPOSAL Shr For Against
CONCERNING THE ANNUAL ELECTION OF DIRECTORS,
IF PROPERLY PRESENTED AT THE ANNUAL MEETING.
03 TO CONSIDER AND ACT UPON A STOCKHOLDER PROPOSAL Shr For Against
CONCERNING EXECUTIVE COMPENSATION, IF PROPERLY
PRESENTED AT THE ANNUAL MEETING.
--------------------------------------------------------------------------------------------------------------------------
BP P.L.C. Agenda Number: 932448675
--------------------------------------------------------------------------------------------------------------------------
Security: 055622104
Meeting Type: Annual
Meeting Date: 20-Apr-2006
Ticker: BP
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 TO RECEIVE THE DIRECTORS ANNUAL REPORT AND Mgmt For For
THE ACCOUNTS
02 TO APPROVE THE DIRECTORS REMUNERATION REPORT Mgmt For For
03 DIRECTOR
DR D C ALLEN Mgmt For For
LORD BROWNE Mgmt For For
MR J H BRYAN Mgmt For For
MR A BURGMANS Mgmt For For
MR I C CONN Mgmt For For
MR E B DAVIS, JR Mgmt For For
MR D J FLINT Mgmt For For
DR B E GROTE Mgmt For For
DR A B HAYWARD Mgmt For For
DR D S JULIUS Mgmt For For
SIR TOM MCKILLOP Mgmt For For
MR J A MANZONI Mgmt For For
DR W E MASSEY Mgmt For For
SIR IAN PROSSER Mgmt For For
MR M H WILSON Mgmt For For
MR P D SUTHERLAND Mgmt For For
04 TO RE-APPOINT ERNST & YOUNG LLP AS AUDITORS Mgmt For For
AND AUTHORIZE THE BOARD TO SET THEIR REMUNERATION
05 SPECIAL RESOLUTION: TO GIVE LIMITED AUTHORITY Mgmt For For
FOR THE PURCHASE OF ITS OWN SHARES BY THE COMPANY
06 TO GIVE AUTHORITY TO ALLOT SHARES UP TO A SPECIFIED Mgmt For For
AMOUNT
07 SPECIAL RESOLUTION: TO GIVE AUTHORITY TO ALLOT Mgmt For For
A LIMITED NUMBER OF SHARES FOR CASH WITHOUT
MAKING AN OFFER TO SHAREHOLDERS
--------------------------------------------------------------------------------------------------------------------------
BT GROUP PLC Agenda Number: 700739937
--------------------------------------------------------------------------------------------------------------------------
Security: G16612106
Meeting Type: AGM
Meeting Date: 13-Jul-2005
Ticker:
ISIN: GB0030913577
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the financial statements and the Statutory Mgmt No vote
reports
2. Approve the remuneration report Mgmt No vote
3. Approve the final dividend of 6.5 pence per Mgmt No vote
ordinary share
4. Re-elect Mr. Ben Verwaayen as a Director Mgmt No vote
5. Re-elect Dr. Paul Reynolds as a Director Mgmt No vote
6. Re-elect Mr. Carl Symon as a Director Mgmt No vote
7. Re-elect Mr. Baroness Jay as a Director Mgmt No vote
8. Elect Mr. Hanif Lalani as a Director Mgmt No vote
9. Re-appoint PricewaterhouseCoopers as the Auditors Mgmt No vote
of the Company
10. Authorize the Board to fix remuneration of the Mgmt No vote
Auditors
11. Grant authority to issue of equity or equity-linked Mgmt No vote
securities with pre-emptive rights up to aggregate
nominal amount of GBP 140,000,000
S.12 Grant authority to issue of equity or equity-linked Mgmt No vote
securities without pre-emptive rights up to
aggregate nominal amount of GBP 21,800,000
S.13 Grant authority to make market purchase of 850,000,000 Mgmt No vote
ordinary shares
14. Amend the BT Group Retention Share Plan and Mgmt No vote
the BT Group Deferred Bonus Plan
15. Authorize British Telecommunication PLC to make Mgmt No vote
EU Political Organization donation up to GBP
100,000
--------------------------------------------------------------------------------------------------------------------------
CANADIAN IMPERIAL BANK OF COMMERCE CIBC Agenda Number: 700879589
--------------------------------------------------------------------------------------------------------------------------
Security: 136069101
Meeting Type: AGM
Meeting Date: 02-Mar-2006
Ticker:
ISIN: CA1360691010
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Receive the financial statements for the YE Non-Voting No vote
31 OCT 2005 and the Auditors report on the
statements
1. Appoint Ernst & Young LLP as the Auditors of Mgmt For For
the Company until the next AGM of shareholders
2.1 Elect Mr. Brent S. Belzberg as a Director Mgmt For For
2.2 Elect Ms. Jalynn H. Bennett as a Director Mgmt For For
2.3 Elect Mr. Gary F. Colter as a Director Mgmt For For
2.4 Elect Mr. William L. Duke as a Director Mgmt For For
2.5 Elect Mr. Ivan E.H. Duvar as a Director Mgmt For For
2.6 Elect Mr. William A. Etherington as a Director Mgmt For For
2.7 Elect Ms. Margot A. Franssen as a Director Mgmt For For
2.8 Elect Mr. Gordon D. Giffin as a Director Mgmt For For
2.9 Elect Mr. James A. Grant as a Director Mgmt For For
2.10 Elect Ms. Linda S. Hasenfratz as a Director Mgmt For For
2.11 Elect Ms. Pat M. Hayles as a Director Mgmt For For
2.12 Elect Mr. John S. Lacey as a Director Mgmt For For
2.13 Elect Mr. John P. Manley as a Director Mgmt For For
2.14 Elect Mr. Gerald T. McCaughey as a Director Mgmt For For
2.15 Elect Mr. Charles Sirois as a Director Mgmt For For
2.16 Elect Mr. Stephen G. Snyder as a Director Mgmt For For
2.17 Elect Ms. Cynthia M. Trudell as a Director Mgmt For For
2.18 Elect Mr. Ronnald W. Tysoe as a Director Mgmt For For
3.A PLEASE NOTE THAT THIS IS A SHAREHOLDERS PROPOSAL: Shr Against For
Approve that the persons tainted by judicial
findings of unethical behaviour are not eligible
to serve as the Directors of CIBC
3.B PLEASE NOTE THAT THIS IS A SHAREHOLDERS PROPOSAL: Shr Against For
Approve to include in the Bank s annual reports,
the financial statements of its subsidiaries
in tax havens
3.c PLEASE NOTE THAT THIS IS A SHAREHOLDERS PROPOSAL: Shr Against For
Approve to increase the compensation of senior
executives including stock options, pensions,
and severance packages
Transact any other business Non-Voting No vote
--------------------------------------------------------------------------------------------------------------------------
CATERPILLAR INC. Agenda Number: 932517379
--------------------------------------------------------------------------------------------------------------------------
Security: 149123101
Meeting Type: Annual
Meeting Date: 14-Jun-2006
Ticker: CAT
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DAVID R. GOODE Mgmt For For
JAMES W. OWENS Mgmt For For
CHARLES D. POWELL Mgmt For For
JOSHUA I. SMITH Mgmt For For
02 AMEND ARTICLES OF INCORPORATION Mgmt For For
03 APPROVE LONG-TERM INCENTIVE PLAN Mgmt Against Against
04 APPROVE SHORT-TERM INCENTIVE PLAN Mgmt For For
05 RATIFY AUDITORS Mgmt For For
06 STOCKHOLDER PROPOSAL - DECLASSIFY BOARD Shr For Against
07 STOCKHOLDER PROPOSAL - SEPARATE CEO & CHAIR Shr For Against
08 STOCKHOLDER PROPOSAL - MAJORITY VOTE STANDARD Shr For Against
--------------------------------------------------------------------------------------------------------------------------
CERTEGY INC. Agenda Number: 932426465
--------------------------------------------------------------------------------------------------------------------------
Security: 156880106
Meeting Type: Special
Meeting Date: 26-Jan-2006
Ticker: CEY
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, Mgmt For For
DATED SEPTEMBER 14, 2005, AMONG CERTEGY INC.,
FIDELITY NATIONAL INFORMATION SERVICES, INC.
( FIS ), AND C CO MERGER SUB, LLC ( MERGER
SUB ), INCLUDING THE MERGER OF FIS WITH AND
INTO MERGER SUB, AND THE ISSUANCE OF SHARES
OF CERTEGY COMMON STOCK TO THE STOCKHOLDERS
OF FIS IN CONNECTION WITH THE MERGER.
02 APPROVAL OF THE AMENDMENT AND RESTATEMENT OF Mgmt For For
CERTEGY S AMENDED AND RESTATED ARTICLES OF
INCORPORATION TO INCREASE THE AUTHORIZED SHARES
OF CAPITAL STOCK FROM 400,000,000 TO 800,000,000
WITH 600,000,000 SHARES DESIGNATED AS COMMON
STOCK AND 200,000,000 DESIGNATED AS PREFERRED
STOCK, AND TO CHANGE CERTEGY S NAME TO FIDELITY
NATIONAL INFORMATION SERVICES, INC.
03 APPROVAL OF THE AMENDED AND RESTATED CERTEGY Mgmt For For
INC. STOCK INCENTIVE PLAN.
--------------------------------------------------------------------------------------------------------------------------
CHEVRON CORPORATION Agenda Number: 932454399
--------------------------------------------------------------------------------------------------------------------------
Security: 166764100
Meeting Type: Annual
Meeting Date: 26-Apr-2006
Ticker: CVX
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
S.H. ARMACOST Mgmt For For
L.F. DEILY Mgmt For For
R.E. DENHAM Mgmt For For
R.J. EATON Mgmt For For
S. GINN Mgmt For For
F.G. JENIFER Mgmt For For
S. NUNN Mgmt For For
D.J. O'REILLY Mgmt For For
D.B. RICE Mgmt For For
P.J. ROBERTSON Mgmt For For
C.R. SHOEMATE Mgmt For For
R.D. SUGAR Mgmt For For
C. WARE Mgmt For For
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM
03 AMEND COMPANY BY-LAWS TO INCLUDE PROPONENT REIMBURSEMENT Shr For Against
04 REPORT ON OIL & GAS DRILLING IN PROTECTED AREAS Shr Against For
05 REPORT ON POLITICAL CONTRIBUTIONS Shr Against For
06 ADOPT AN ANIMAL WELFARE POLICY Shr Against For
07 REPORT ON HUMAN RIGHTS Shr For Against
08 REPORT ON ECUADOR Shr Against For
--------------------------------------------------------------------------------------------------------------------------
COMPANHIA VALE DO RIO DOCE Agenda Number: 932377965
--------------------------------------------------------------------------------------------------------------------------
Security: 204412209
Meeting Type: Special
Meeting Date: 19-Jul-2005
Ticker: RIO
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
I THE PROPOSAL TO AMEND THE COMPANY S BY-LAWS. Mgmt No vote
II THE REPLACEMENT OF A MEMBER OF A FISCAL COUNCIL, Mgmt No vote
AND HIS RESPECTIVE SUBSTITUTE, NOMINATED BY
THE CONTROLLING SHAREHOLDER.
--------------------------------------------------------------------------------------------------------------------------
COMPANHIA VALE DO RIO DOCE Agenda Number: 932458551
--------------------------------------------------------------------------------------------------------------------------
Security: 204412209
Meeting Type: Special
Meeting Date: 31-Mar-2006
Ticker: RIO
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
I TO APPROVE THE TERMS, CONDITIONS AND REASONS Mgmt For For
(THE PROTOCOLO E JUSTIFICACAO ) FOR THE MERGER
OF ALL THE SHARES OF THE CAPITAL STOCK OF CAEMI
- MINERACAO E METALURGIA S.A. (CAEMI)) INTO
THE ASSETS OF CVRD IN ORDER TO CONVERT THE
FORMER INTO A WHOLLY-OWNED SUBSIDIARY OF THE
COMPANY, PURSUANT TO ARTICLE 252 OF THE BRAZILIAN
CORPORATE LAW.
II TO RATIFY THE APPOINTMENT OF THE EXPERTS WHO Mgmt For For
PREPARED THE VALUE APPRAISAL OF THE PREFERRED
SHARES ISSUED BY CAEMI TO BE MERGED INTO CVRD
ASSETS.
III TO DECIDE ON THE APPRAISAL REPORT, PREPARED Mgmt For For
BY THE EXPERTS.
IV TO APPROVE THE MERGER OF ALL OF THE SHARES ISSUED Mgmt For For
BY CAEMI INTO THE ASSETS OF THE CVRD.
V TO APPROVE CVRD CAPITAL INCREASE WITHIN THE Mgmt For For
ISSUANCE OF 64,151,361 PREFERRED CLASS A SHARES,
TO BE PAID-IN WITH THE SHARES OF CAEMI TO BE
MERGED INTO THE COMPANY S ASSETS, AND THE CONSEQUENT
CHANGE OF THE CAPUT OF ARTICLE 5 OF THE CVRD
S BY-LAWS.
--------------------------------------------------------------------------------------------------------------------------
COMPANHIA VALE DO RIO DOCE Agenda Number: 932500956
--------------------------------------------------------------------------------------------------------------------------
Security: 204412209
Meeting Type: Special
Meeting Date: 27-Apr-2006
Ticker: RIO
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
O1 APPRECIATION OF THE MANAGEMENTS REPORT AND Mgmt For For
ANALYSIS, DISCUSSION AND VOTE ON THE FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER
31, 2005
O2 PROPOSAL FOR THE DESTINATION OF PROFITS OF THE Mgmt For For
SAID FISCAL YEAR AND APPROVAL OF THE INVESTMENT
BUDGET FOR THE COMPANY, ALL AS MORE FULLY DESCRIBED
IN THE PROXY STATEMENT
O3 APPOINTMENT OF THE MEMBERS OF THE FISCAL COUNCIL Mgmt For For
O4 ESTABLISHMENT OF THE REMUNERATION OF THE SENIOR Mgmt For For
MANAGEMENT AND FISCAL COUNCIL MEMBERS
E1 PROPOSAL FOR A FORWARD SPLIT, ALL AS MORE FULLY Mgmt For For
DESCRIBED IN THE PROXY STATEMENT
E2 PROPOSAL TO MODIFY THE COMPANY S BY-LAWS, RELATED Mgmt For For
TO SECTION II AND SUBSECTION IV OF CHAPTER
IV, IN RELATION TO THE ADVISORY COMMITTEES,
IN THE FOLLOWING TERMS: A) CHANGE OF THE HEADING
OF ARTICLE 15; B) AMENDMENT TO ARTICLE 16;
C) ADD ITEM IV TO ARTICLE 21; AND D) ALTERATION
OF THE HEADING OF ARTICLE 25, ALL AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT
E3 CONSOLIDATION OF THE AMENDMENTS TO CVRD S BY-LAWS, Mgmt For For
ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT
--------------------------------------------------------------------------------------------------------------------------
CONOCOPHILLIPS Agenda Number: 932476383
--------------------------------------------------------------------------------------------------------------------------
Security: 20825C104
Meeting Type: Annual
Meeting Date: 10-May-2006
Ticker: COP
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
RICHARD L. ARMITAGE Mgmt For For
RICHARD H. AUCHINLECK Mgmt For For
HARALD J. NORVIK Mgmt For For
WILLIAM K. REILLY Mgmt For For
VICTORIA J. TSCHINKEL Mgmt For For
KATHRYN C. TURNER Mgmt For For
02 RATIFICATION OF APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2006
03 DRILLING IN SENSITIVE AREAS Shr Against For
04 DIRECTOR ELECTION VOTE STANDARD Shr For Against
05 SHAREHOLDER APPROVAL OF FUTURE EXTRAORDINARY Shr For Against
RETIREMENT BENEFITS FOR SENIOR EXECUTIVES
06 ENVIRONMENTAL ACCOUNTABILITY TO COMMUNITIES Shr Against For
07 EQUITABLE COMPENSATION OF NON-EMPLOYEE DIRECTORS Shr Against For
--------------------------------------------------------------------------------------------------------------------------
COOPER INDUSTRIES, LTD. Agenda Number: 932446734
--------------------------------------------------------------------------------------------------------------------------
Security: G24182100
Meeting Type: Annual
Meeting Date: 25-Apr-2006
Ticker: CBE
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
I.J. EVANS Mgmt No vote
K.S. HACHIGIAN Mgmt No vote
J.R. WILSON Mgmt No vote
02 APPOINT ERNST & YOUNG AS INDEPENDENT AUDITORS Mgmt No vote
FOR THE YEAR ENDING 12/31/2006.
03 APPROVE THE AMENDED AND RESTATED MANAGEMENT Mgmt No vote
ANNUAL INCENTIVE PLAN.
04 APPROVE THE AMENDED AND RESTATED DIRECTORS Mgmt No vote
STOCK PLAN.
05 SHAREHOLDER PROPOSAL REQUESTING COOPER TO IMPLEMENT Shr No vote
A CODE OF CONDUCT BASED ON INTERNATIONAL LABOR
ORGANIZATION HUMAN RIGHTS STANDARDS.
--------------------------------------------------------------------------------------------------------------------------
DIAGEO PLC Agenda Number: 700808023
--------------------------------------------------------------------------------------------------------------------------
Security: G42089113
Meeting Type: AGM
Meeting Date: 18-Oct-2005
Ticker:
ISIN: GB0002374006
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the Directors and the Auditors reports Mgmt No vote
and the accounts for the YE 30 JUN 2005
2. Approve the Directors remuneration report for Mgmt No vote
the YE 30 JUN 2005
3. Declare a final dividend on the ordinary shares Mgmt No vote
4. Re-elect Mr. Lord Blyth of Rowington as a Director, Mgmt No vote
who retires by rotation
5. Re-elect Ms. M. Lilja as a Director, who retires Mgmt No vote
by rotation
6. Re-elect Mr. W.S. Shannahan as a Director, who Mgmt No vote
retires by rotation
7. Elect Dr. F.B. Humer as a Director Mgmt No vote
8. Re-appoint KPMG Audit PLC as the Auditor of Mgmt No vote
the Company until the conclusion of the next
general meeting at which accounts are laid
before the Company and authorize the Directors
to determine the Auditors remuneration
9. Approve, in substitution for all other such Mgmt No vote
authorities, to renew the power conferred on
the Directors by Paragraph 4.2 of Article 4
of the Company s Articles of Association for
a period expiring at the conclusion of the
next AGM of the Company or on 17 JAN 2007,
whichever is earlier and for such period the
maximum amount of relevant securities which
the Directors may so allot in accordance with
Paragraph 4.2 of Article 4 Section 80 prescribed
amount referred to in Article 4.2 shall be
GBP 291, 272, 000
S.10 Authorize the Directors, for the purpose of Mgmt No vote
paragraph 4.3 of Article 4 of the Company s
Article of Association, pursuant to Section
95 of the Companies Act 1985 as amended ,
to allot equity securities Section 94 of that
Act for cash pursuant to the authority conferred
by the previous resolution and/or where such
allotment constitutes an allotment of equity
securities by virtue of Section 94(3A) of that
Act, as if Section 89(1) of that Act did not
apply, provided that this power is limited
to the allotment of equity securities; Authority
expires at the earlier of the conclusion of
the AGM of the Company or on 17 JAN 2007 ;
and the Directors may so allot in accordance
with Paragraph 4.4(c) of Article 4 the Section
95 prescribed amount referred to in Paragraph
4.4(c) of Article 4 shall be GBP 44,132,121
S.11 Authorize the Company to make market purchases Mgmt No vote
Section 163 of the Companies Act 1985 as
amended of up to 305,041,222 of its ordinary
shares of 28 101/108 pence each, at a minimum
price of 28 101/108 pence and the maximum price
which may be paid is an amount equal to 105%
of the average middle market quotations for
an ordinary shares as derived from the London
Stock Exchange Daily Official List, over the
previous 5 business days; Authority expires
at the earlier of the conclusion of the next
AGM or on 17 JAN 2007 ; 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
12. Authorized the Company for the purpose of Section Mgmt No vote
347C of the Companies Act 1985 as amended
, to make donations to EU political organizations
Section 347A of that Act not exceeding GBP
200,000 in total; and to incur EU political
expenditure Section 347A of the Act not exceeding
GBP 200,000 in total, during the period beginning
with the date of passing this resolution and
end of the next AGM of the Company or on 17
JAN 2007, whichever is the sooner, in any event
the aggregate amount of donations made and
political expenditure incurred by the Company
pursuant to this resolution shall not exceed
GBP 200,000
S.13 Adopt the new Articles of Association produced Mgmt No vote
to the meeting and initiated by the Chairman
for the purpose of identification as the Articles
of Association of the Company in substitution
for and to the exclusion of the Company s existing
Articles of Association
--------------------------------------------------------------------------------------------------------------------------
DIAMOND OFFSHORE DRILLING, INC. Agenda Number: 932471509
--------------------------------------------------------------------------------------------------------------------------
Security: 25271C102
Meeting Type: Annual
Meeting Date: 23-May-2006
Ticker: DO
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES S. TISCH Mgmt Withheld Against
LAWRENCE R. DICKERSON Mgmt Withheld Against
ALAN R. BATKIN Mgmt For For
CHARLES L. FABRIKANT Mgmt For For
PAUL G. GAFFNEY, II Mgmt For For
HERBERT C. HOFMANN Mgmt Withheld Against
ARTHUR L. REBELL Mgmt Withheld Against
RAYMOND S. TROUBH Mgmt For For
02 TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For
LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY
FOR FISCAL YEAR 2006.
--------------------------------------------------------------------------------------------------------------------------
E.ON AKTIENGESELLSCHAFT EON, DUESSELDORF Agenda Number: 700895797
--------------------------------------------------------------------------------------------------------------------------
Security: D24909109
Meeting Type: AGM
Meeting Date: 04-May-2006
Ticker:
ISIN: DE0007614406
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Presentation of the adopted financial statements Non-Voting No vote
for the 2005 financial year along with the
Combined Review of Operations for E.ON AG and
the E.ON Group and the Report of the Supervisory
Board as well as the presentation of the approved
Consolidated Financial Statements
2. Appropriation of the balance sheet income from Mgmt No vote
the 2005 FY and the appropriation of the distributable
profit of EUR 4,614,074,864 as follows: payment
of a dividend of EUR 2.75 plus a bonus of EUR
4.25 per entitled share ex-dividend and payable
date: 05 MAY 2006
3. Discharge of the Board of Management for the Mgmt No vote
2005 FY
4. Discharge of the Supervisory Board for the 2005 Mgmt No vote
FY
5. Authorize the Board of Managing Directors to Mgmt No vote
acquire shares of the Company of up to 10%
of its share capital, on or before 04 NOV 2007
and the shares may be acquired through the
stock exchange at a price neither more than
10% above nor more than 20% below the market
price of the shares, by way of a public repurchase
offer to all shareholders or by means of a
public offer for the exchange of liquid shares
which are admitted to trading on an organized
market at a price not differing more than 20%
from the market price of the shares and by
using derivatives in the form of call or put
options if the exercise price is neither more
than 10% above nor more than 20% below the
market price of the shares; authorize the Board
of Managing Directors to dispose of the shares
in a manner other than the stock exchange or
an offer to all shareholders if the shares
are sold at a price not materially below their
market price, to use the shares in connection
with mergers and acquisitions or for satisfying
existing convertible or option rights, to offer
the shares to executives and employees of the
Company and its affiliates and to retire the
shares
6. Consent to the agreement on Domination and Distribution Mgmt No vote
of profits and losses between the Company E.ON
Zwoelfte Verwaltungs GmbH, effective until
at least 31 DEC 2011
7. Consent to the agreement on Domination and Distribution Mgmt No vote
of profits and losses between the Company E.ON
Dreizehnte Verwaltungs GmbH, effective until
at least 31 DEC 2011
8. Change of the Articles of Association regarding Mgmt No vote
the shareholders right to speak and ask questions
due to the insertion of Section 131 Paragraph
2 sentence 2 German Stock Corporation Act
AKTG through the Law on Corporate Integrity
and Modernization of the Right of Avoidane
UMAG
9. Elect the Auditors for the 2006 FY: PricewaterhouseCoopersMgmt No vote
AG, Duesseldorf
--------------------------------------------------------------------------------------------------------------------------
EDISON INTERNATIONAL Agenda Number: 932455733
--------------------------------------------------------------------------------------------------------------------------
Security: 281020107
Meeting Type: Annual
Meeting Date: 27-Apr-2006
Ticker: EIX
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
J.E. BRYSON Mgmt For For
F.A. CORDOVA Mgmt For For
C.B. CURTIS Mgmt For For
B.M. FREEMAN Mgmt For For
B. KARATZ Mgmt For For
L.G. NOGALES Mgmt For For
R.L. OLSON Mgmt For For
J.M. ROSSER Mgmt For For
R.T. SCHLOSBERG, III Mgmt For For
R.H. SMITH Mgmt For For
T.C. SUTTON Mgmt For For
02 MANAGEMENT PROPOSAL TO AMEND ARTICLES OF INCORPORATION Mgmt For For
TO ELIMINATE ARTICLE FIFTH, THE FAIR PRICE
PROVISION.
03 SHAREHOLDER PROPOSAL ON SIMPLE MAJORITY VOTE Shr Against For
.
--------------------------------------------------------------------------------------------------------------------------
EMERSON ELECTRIC CO. Agenda Number: 932425728
--------------------------------------------------------------------------------------------------------------------------
Security: 291011104
Meeting Type: Annual
Meeting Date: 07-Feb-2006
Ticker: EMR
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
A. A. BUSCH III Mgmt For For
A. F. GOLDEN Mgmt For For
V. R. LOUCKS, JR. Mgmt For For
J. B. MENZER Mgmt For For
02 APPROVAL OF THE EMERSON ELECTRIC CO. 2006 INCENTIVE Mgmt For For
SHARES PLAN.
03 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM.
04 THE STOCKHOLDER PROPOSAL ON SEVERANCE AGREEMENTS Shr Against For
DESCRIBED IN THE PROXY STATEMENT.
--------------------------------------------------------------------------------------------------------------------------
ENTERGY CORPORATION Agenda Number: 932467500
--------------------------------------------------------------------------------------------------------------------------
Security: 29364G103
Meeting Type: Annual
Meeting Date: 12-May-2006
Ticker: ETR
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
M.S. BATEMAN Mgmt For For
W.F. BLOUNT Mgmt For For
S.D. DEBREE Mgmt For For
G.W. EDWARDS Mgmt For For
A.M. HERMAN Mgmt For For
D.C. HINTZ Mgmt For For
J.W. LEONARD Mgmt For For
S.L. LEVENICK Mgmt For For
R. V.D. LUFT Mgmt For For
J.R. NICHOLS Mgmt For For
W.A. PERCY, II Mgmt For For
W.J. TAUZIN Mgmt For For
S.V. WILKINSON Mgmt For For
02 APPROVAL TO AMEND THE CERTIFICATE OF INCORPORATION Mgmt For For
TO ELIMINATE SUPERMAJORITY VOTE REQUIREMENT
WITH RESPECT TO THE REMOVAL OF DIRECTORS.
03 APPROVAL OF 2007 EQUITY OWNERSHIP AND LONG TERM Mgmt For For
CASH INCENTIVE PLAN.
04 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING
2006.
05 SHAREHOLDER PROPOSAL REGARDING MAJORITY ELECTION Shr For Against
OF DIRECTORS.
--------------------------------------------------------------------------------------------------------------------------
EXELON CORPORATION Agenda Number: 932358232
--------------------------------------------------------------------------------------------------------------------------
Security: 30161N101
Meeting Type: Annual
Meeting Date: 22-Jul-2005
Ticker: EXC
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPROVAL OF SHARE ISSUANCE Mgmt For For
02 DIRECTOR
E.A. BRENNAN Mgmt For For
B. DEMARS Mgmt For For
N.A. DIAZ Mgmt For For
J.W. ROWE Mgmt For For
R. RUBIN Mgmt For For
03 APPROVAL OF AMENDMENT TO AMENDED AND RESTATED Mgmt For For
ARTICLES OF INCORPORATION
04 RATIFICATION OF INDEPENDENT ACCOUNTANTS Mgmt For For
05 APPROVAL OF 2006 LONG-TERM INCENTIVE PLAN Mgmt For For
06 APPROVAL OF EXELON EMPLOYEE STOCK PURCHASE PLAN Mgmt For For
FOR UNINCORPORATED SUBSIDIARIES
07 APPROVAL TO ADJOURN OR POSTPONE ANNUAL MEETING Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
EXELON CORPORATION Agenda Number: 932538361
--------------------------------------------------------------------------------------------------------------------------
Security: 30161N101
Meeting Type: Annual
Meeting Date: 27-Jun-2006
Ticker: EXC
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
M.W. D'ALESSIO Mgmt For For
R.B. GRECO Mgmt For For
J.M. PALMS Mgmt For For
J.W. ROGERS Mgmt For For
R.L. THOMAS Mgmt For For
02 RATIFICATION OF INDEPENDENT ACCOUNTANT Mgmt For For
03 SHAREHOLDER PROPOSAL TO REQUIRE SHAREHOLDER Shr For Against
APPROVAL OF FUTURE SEVERANCE BENEFITS
--------------------------------------------------------------------------------------------------------------------------
FEDERAL REALTY INVESTMENT TRUST Agenda Number: 932456761
--------------------------------------------------------------------------------------------------------------------------
Security: 313747503
Meeting Type: Annual
Meeting Date: 03-May-2006
Ticker: FRTPRB
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
WALTER F. LOEB Mgmt No vote
JOSEPH S. VASSALLUZZO Mgmt No vote
02 TO RATIFY THE APPOINTMENT OF GRANT THORNTON Mgmt No vote
LLP AS THE TRUST S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2006.
--------------------------------------------------------------------------------------------------------------------------
FIRST REPUBLIC BANK Agenda Number: 932490751
--------------------------------------------------------------------------------------------------------------------------
Security: 336158209
Meeting Type: Annual
Meeting Date: 10-May-2006
Ticker: FRCPRA
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROGER O. WALTHER Mgmt For For
JAMES H. HERBERT, II Mgmt For For
JAMES F. JOY Mgmt For For
GEORGE G.C. PARKER Mgmt For For
02 TO AMEND FIRST REPUBLIC S STOCK OPTION PLANS Mgmt Against Against
TO CANCEL ALL OF THE REMAINING SHARES WHICH
ARE AUTHORIZED BUT UNGRANTED (A TOTAL OF 124,063
SHARES) AND TO AMEND FIRST REPUBLIC S 2003
RESTRICTED STOCK PLAN TO INCREASE THE NUMBER
OF SHARES THAT ARE AUTHORIZED BY 875,000 SHARES.
03 TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT Mgmt For Split
AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER
31, 2006.
--------------------------------------------------------------------------------------------------------------------------
FIRSTENERGY CORP. Agenda Number: 932474656
--------------------------------------------------------------------------------------------------------------------------
Security: 337932107
Meeting Type: Annual
Meeting Date: 16-May-2006
Ticker: FE
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ANTHONY J. ALEXANDER Mgmt Withheld Against
DR. CAROL A. CARTWRIGHT Mgmt Withheld Against
WILLIAM T. COTTLE Mgmt Withheld Against
ROBERT B. HEISLER, JR. Mgmt For For
RUSSELL W. MAIER Mgmt Withheld Against
GEORGE M. SMART Mgmt Withheld Against
WES M. TAYLOR Mgmt Withheld Against
JESSE T. WILLIAMS, SR. Mgmt Withheld Against
02 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM
03 SHAREHOLDER PROPOSAL Shr For Against
04 SHAREHOLDER PROPOSAL Shr For Against
--------------------------------------------------------------------------------------------------------------------------
FORDING CANADIAN COAL TRUST Agenda Number: 932478034
--------------------------------------------------------------------------------------------------------------------------
Security: 345425102
Meeting Type: Special
Meeting Date: 02-May-2006
Ticker: FDG
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF TRUSTEES: LLOYD I. BARBER Mgmt For For
1B ELECTION OF TRUSTEES: MICHAEL A. GRANDIN Mgmt For For
1C ELECTION OF TRUSTEES: MICHAEL S. PARRETT Mgmt For For
1D ELECTION OF TRUSTEES: HARRY G. SCHAEFER Mgmt For For
1E ELECTION OF TRUSTEES: PETER VALENTINE Mgmt For For
1F ELECTION OF TRUSTEES: ROBERT J. WRIGHT Mgmt For For
1G ELECTION OF TRUSTEES: JOHN B. ZAOZIRNY Mgmt For For
02 DIRECTOR
DAWN L. FARRELL Mgmt For For
MICHAEL A. GRANDIN Mgmt For For
DONALD R. LINDSAY Mgmt For For
RICHARD T. MAHLER Mgmt For For
THOMAS J. O'NEIL Mgmt For For
MICHAEL S. PARRETT Mgmt For For
HARRY G. SCHAEFER Mgmt For For
DAVID A. THOMPSON Mgmt For For
03 PASSING THE ORDINARY RESOLUTION APPROVING THE Mgmt For For
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP,
CHARTERED ACCOUNTANTS AS INDEPENDENT AUDITORS
OF THE TRUST FOR THE ENSUING YEAR AND AUTHORIZING
THE TRUSTEES OF THE TRUST TO FIX REMUNERATION
OF THE INDEPENDENT AUDITORS.
04 THE APPROVAL OF THE ARRANGEMENT RESOLUTION Mgmt For For
ATTACHED AS APPENDIX A TO THE CIRCULAR AND
AS MORE FULLY DESCRIBED IN THE CIRCULAR.
05 THE APPROVAL OF THE DECLARATION AMENDMENT RESOLUTION Mgmt For For
ATTACHED AS APPENDIX B TO THE CIRCULAR AND
AS MORE FULLY DESCRIBED IN THE CIRCULAR.
06 THE APPROVAL OF THE RIGHTS PLAN AMENDMENT RESOLUTION Mgmt For For
ATTACHED AS APPENDIX C TO THE CIRCULAR AND
AS MORE FULLY DESCRIBED IN THE CIRCULAR.
07 THE APPROVAL OF THE UNIT PLAN AMENDMENT RESOLUTION Mgmt Against Against
ATTACHED AS APPENDIX D TO THE CIRCULAR AND
AS MORE FULLY DESCRIBED IN THE CIRCULAR.
--------------------------------------------------------------------------------------------------------------------------
FORTUM CORPORATION Agenda Number: 700879743
--------------------------------------------------------------------------------------------------------------------------
Security: X2978Z118
Meeting Type: AGM
Meeting Date: 16-Mar-2006
Ticker:
ISIN: FI0009007132
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS
IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED. SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE AT ADP. THANK YOU
MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting No vote
OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF
AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION
TO YOUR ADP CLIENT SERVICE REPRESENTATIVE.
THIS INFORMATION IS REQUIRED IN ORDER FOR ADP
TO LODGE YOUR VOTE
1.1 Adopt the accounts Mgmt For For
1.2 Approve the actions on profit or loss and declare Mgmt For For
a dividend of EUR 1.12 per share
1.3 Grant discharge from liability Mgmt For For
1.4 Approve the remuneration of the Board Members Mgmt For For
1.5 Approve the remuneration of the Auditors Mgmt For For
1.6 Approve the composition of the Board Mgmt For For
1.7 Elect the Auditor(s) Mgmt For For
2. Authorize the Boards of Directors to acquire Mgmt For For
the Company s own shares
3. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shr Against For
PROPOSAL: Approve to appoint a Nomination Committee
4. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDERS Shr Against For
PROPOSAL: Approve to dissolve the Supervisory
Board
--------------------------------------------------------------------------------------------------------------------------
GENUINE PARTS COMPANY Agenda Number: 932445198
--------------------------------------------------------------------------------------------------------------------------
Security: 372460105
Meeting Type: Annual
Meeting Date: 17-Apr-2006
Ticker: GPC
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DR. MARY B. BULLOCK Mgmt For For
RICHARD W. COURTS, II Mgmt For For
JERRY W. NIX Mgmt For For
LARRY L. PRINCE Mgmt For For
GARY W. ROLLINS Mgmt For For
02 AMEND THE GENUINE PARTS COMPANY RESTATED ARTICLES Mgmt For For
OF INCORPORATION TO PROVIDE FOR ANNUAL ELECTION
OF DIRECTORS.
03 ADOPT THE GENUINE PARTS COMPANY 2006 LONG-TERM Mgmt For For
INCENTIVE PLAN.
04 RATIFICATION OF THE SELECTION OF ERNST & YOUNG Mgmt For For
LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2006.
--------------------------------------------------------------------------------------------------------------------------
GLOBALSANTAFE CORPORATION Agenda Number: 932493187
--------------------------------------------------------------------------------------------------------------------------
Security: G3930E101
Meeting Type: Annual
Meeting Date: 23-May-2006
Ticker: GSF
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
THOMAS W. CASON Mgmt For For
JON A. MARSHALL Mgmt For For
CARROLL W. SUGGS Mgmt For For
2A AMEND THE COMPANY S AMENDED AND RESTATED ARTICLES Mgmt For For
OF ASSOCIATION, AS AMENDED TO DATE; TO PROVIDE
THAT THE ISSUANCE OF PREFERENCE SHARES IS NOT
A VARIATION OF THE RIGHTS OF THE HOLDERS OF
ORDINARY SHARES AND TO MAKE A RELATED CLARIFYING
CHANGE, AND AMEND THE COMPANY S AMENDED AND
RESTATED MEMORANDUM OF ASSOCIATION TO MAKE
A RELATED CLARIFYING CHANGE.
2B AMEND THE EXISTING ARTICLES OF ASSOCIATION TO Mgmt For For
INCREASE THE COMPANY S FLEXIBILITY IN REPURCHASING
ITS SHARES.
2C AMEND THE EXISTING ARTICLES OF ASSOCIATION TO Mgmt For For
DELETE OBSOLETE PROVISIONS RELATING TO KUWAIT
PETROLEUM CORPORATION AND ITS AFFILIATES.
2D AMEND THE EXISTING MEMORANDUM OF ASSOCIATION Mgmt For For
AND THE EXISTING ARTICLES OF ASSOCIATION TO
CLARIFY, UPDATE AND MAKE MINOR CHANGES TO CERTAIN
PROVISIONS.
2E AMEND AND RESTATE THE EXISTING MEMORANDUM OF Mgmt For For
ASSOCIATION AND THE EXISTING ARTICLES OF ASSOCIATION
TO INCORPORATE ALL PREVIOUS AMENDMENTS THERETO.
03 PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERSMgmt For For
LLP AS THE COMPANY S INDEPENDENT AUDITOR FOR
THE YEAR ENDING DECEMBER 31, 2006.
--------------------------------------------------------------------------------------------------------------------------
HARRAH'S ENTERTAINMENT, INC. Agenda Number: 932458967
--------------------------------------------------------------------------------------------------------------------------
Security: 413619107
Meeting Type: Annual
Meeting Date: 25-Apr-2006
Ticker: HET
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CHARLES L. ATWOOD Mgmt For For
R. BRAD MARTIN Mgmt For For
GARY G. MICHAEL Mgmt For For
02 APPROVAL OF THE COMPANY S AMENDED AND RESTATED Mgmt For For
2004 EQUITY INCENTIVE AWARD PLAN.
03 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR
2006 CALENDAR YEAR.
--------------------------------------------------------------------------------------------------------------------------
HBOS PLC Agenda Number: 700895610
--------------------------------------------------------------------------------------------------------------------------
Security: G4364D106
Meeting Type: AGM
Meeting Date: 25-Apr-2006
Ticker:
ISIN: GB0030587504
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the Report and Accounts Mgmt For For
2. Approve the Report on Remuneration policy and Mgmt For For
practice
3. Declare the final dividend of 24.35 pence per Mgmt For For
share
4. Elect Mr. Peter Cummings as a Director Mgmt For For
5. Elect Ms. Karen Jones as a Director Mgmt For For
6. Re- elect Mr. Andy Hornby as a Director Mgmt For For
7. Re- elect Mr. Phil Hodkinson as a Director Mgmt For For
8. Re- elect Sir Ronald Garrick as a Director Mgmt For For
9. Re- elect Ms. Coline McConville as a Director Mgmt For For
10. Re-appoint KPMG Audit Plc as the Auditors and Mgmt For For
authorize the Board to determine their remuneration
11. Approve to increase the authorized preference Mgmt For For
share capital to GBP 4,685,000,000, EUR 3,000,000,000,
USD 5,000,000,000, AUS 1,000,000,000 and CAN
1,000,000,000 by the creation of preference
shares
12. Approve the issue of ordinary shares with pre-emption Mgmt For For
rights up to aggregate nominal amount of GBP
319,304,642 issue of preference shares with
pre-emption rights up to GBP 3,126,852,845,
EUD 3,000,000,000, USD 4,498,500,000 AUS 1,000,000,000
and CAN 1,000,000
S.13 Approve to authorize the issue of equity or Mgmt For For
equity-linked securities without pre-emptive
rights up to aggregate nominal amount of GBP
47,895,696
S.14 Approve to authorize GBP 383,103,366 of ordinary Mgmt For For
shares for market purchase
15. Approve the EU Political Organization Donations Mgmt For For
and Incur EU political Expenditure up to GBP
100,000
16. Approve and adopt the rules of The HBOS plc Mgmt For For
Extended Short Term Incentive Plan
S.17 Amend Articles of Association regarding rights Mgmt For For
of preference shares, Board composition, dividend
payments and the Directors idemnities
S.18 Amend the Memorandum of Association Mgmt For For
S.19 Approve further amendments to the Articles of Mgmt For For
Association regarding preference shares
--------------------------------------------------------------------------------------------------------------------------
HONEYWELL INTERNATIONAL INC. Agenda Number: 932448598
--------------------------------------------------------------------------------------------------------------------------
Security: 438516106
Meeting Type: Annual
Meeting Date: 24-Apr-2006
Ticker: HON
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GORDON M. BETHUNE Mgmt For For
JAIME CHICO PARDO Mgmt For For
DAVID M. COTE Mgmt For For
D. SCOTT DAVIS Mgmt For For
LINNET F. DEILY Mgmt For For
CLIVE R. HOLLICK Mgmt For For
JAMES J. HOWARD Mgmt For For
BRUCE KARATZ Mgmt For For
RUSSELL E. PALMER Mgmt For For
IVAN G. SEIDENBERG Mgmt For For
BRADLEY T. SHEARES Mgmt For For
ERIC K. SHINSEKI Mgmt For For
JOHN R. STAFFORD Mgmt For For
MICHAEL W. WRIGHT Mgmt For For
02 APPROVAL OF INDEPENDENT ACCOUNTANTS Mgmt For For
03 2006 STOCK INCENTIVE PLAN Mgmt For For
04 2006 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS Mgmt For For
05 MAJORITY VOTE Shr For Against
06 DIRECTOR COMPENSATION Shr Against For
07 RECOUP UNEARNED MANAGEMENT BONUSES Shr For Against
08 ONONDAGA LAKE ENVIRONMENTAL POLLUTION Shr Against For
09 SEPARATE VOTE ON GOLDEN PAYMENTS Shr For Against
--------------------------------------------------------------------------------------------------------------------------
HSBC HOLDINGS PLC Agenda Number: 700924283
--------------------------------------------------------------------------------------------------------------------------
Security: G4634U169
Meeting Type: AGM
Meeting Date: 26-May-2006
Ticker:
ISIN: GB0005405286
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the annual accounts and reports of the Mgmt For For
Directors and of the Auditor for the YE 31
DEC 2005
2. Approve the Director s remuneration report for Mgmt For For
the YE 31 DEC 2005
3.a Re-elect Mr. Boroness Dunn as a Director Mgmt For For
3.b Re-elect Mr. M.F. Geoghegan as a Director Mgmt For For
3.c Re-elect Mr. S.K. Green as a Director Mgmt For For
3.d Re-elect Sir. Mark Moody-Stuart as a Director Mgmt For For
3.e Re-elect Mr. S.M. Robertson as a Director Mgmt For For
3.f Re-elect Mr. H.Sohmen as a Director Mgmt For For
3.g 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 80 of the Companies
Act 1985, to allot relevant securities Section
80 up to an aggregate nominal amount of GBP
100,000 and EUR 100,000 in each such case
in the form of 100,000,000 non-cumulative preference
shares and USD USD85,500 in the form of 8,550,000
non-cumulative preference shares and USD1,137,200,000
in the form of Ordinary Shares of USD 0.50
each Ordinary Shares provided that this authority
shall be limited so that, otherwise than pursuant
to: a) a rights issue or other issue the subject
of an offer or invitation, open for acceptance
for a period fixed by the Directors, to: i)
Ordinary Shareholders where the relevant Securities
respectively attributable to the interests
of all Ordinary Shareholders 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, but
subject to such exclusions or other arrangements
as the Directors may deem necessary or expedient
in relation to fractional entitlements or securities
represented by depositary receipts or having
regard to any restrictions, obligations 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, 8,550,000
non-cumulative preference shares of USD 0.01
each and 10,000,000 non-cumulative preference
shares of EUR 0.01 each in the capital of the
Company, the nominal amount of relevant securities
to be allotted by the Directors pursuant to
this authority wholly for cash shall not in
aggregate, together with any allotment of other
equity securities authorized by sub-paragraph
b) of Resolution 6, exceed USD 284,300,000
being equal to approximately 5 % of the nominal
amount of Ordinary Shares of the Company in
issue ; Authority expires at the conclusion
of the AGM of the Company in 2007 ; and authorize
the Directors to allot relevant securities
after the expiry of this authority in pursuance
of such an offer or agreement made prior to
such expiry
s.6 Authorize the Directors, pursuant to section Mgmt For For
95 of the Companies Act 1985 the Act : a)
subject to the passing of Resolution 5, to
allot equity securities Section 94 of the
Companies Act 1985 ; and b) to allot any other
equity securities Section 94 of the Companies
Act 1985 which are held by the Company in
treasury, dis-applying the statutory pre-emption
rights Section 89(1) ; Authority expires
at the conclusion of the AGM of the Company
in 2007 ; and authorize the Directors to allot
equity securities after the expiry of this
authority in pursuance of such an offer or
agreement made prior to such expiry
7. Authorize the Company to make market purchases Mgmt For For
Section 163 of the Companies Act 1985 of
up to 1,137,200,000 ordinary shares of USD
0.50 each in the capital of the Company, at
a minimum price of USD 0.50 and up to 105%
of the average middle market quotations for
such shares derived from the London Stock Exchange
Daily Official List, over the previous 5 business
days or 105% of the average of the closing
prices of ordinary shares on The Stock Exchange
of Hong Kong Limited, over the previous 5 business
days; Authority expires at the conclusion
of the AGM of the Company in 2007 ; 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
8. Authorize each of the Non-Executive Director Mgmt For For
other than alternate Director , pursuant to
Article 104.1 of the Articles of Association
of the Company with effect from 01 JAN 2006,
to receive GBP 65,000 per annum by way of fees
for their services as a Director and no such
fee shall be payable to any executive Director
--------------------------------------------------------------------------------------------------------------------------
HUSKY ENERGY INC Agenda Number: 700908328
--------------------------------------------------------------------------------------------------------------------------
Security: 448055103
Meeting Type: SGM
Meeting Date: 19-Apr-2006
Ticker:
ISIN: CA4480551031
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Elect Mr. Victor T.K. Li as a Director Mgmt For For
1.2 Elect Mr. Canning K.N. Fok as a Director Mgmt For For
1.3 Elect Mr. R. Donald Fullerton as a Director Mgmt For For
1.4 Elect Mr. Martin J.G. Glynn as a Director Mgmt For For
1.5 Elect Mr. Terence C.Y. Hui as a Director Mgmt For For
1.6 Elect Mr. Brent D. Kinney as a Director Mgmt For For
1.7 Elect Mr. Holger Kluge as a Director Mgmt For For
1.8 Elect Mr. Poh Chan Koh as a Director Mgmt For For
1.9 Elect Mr. Eva L. Kwok as a Director Mgmt For For
1.10 Elect Mr. Stanley T.L. Kwok as a Director Mgmt For For
1.11 Elect Mr. John C.S. Lau as a Director Mgmt For For
1.12 Elect Mr. Wayne E. Shaw as a Director Mgmt For For
1.13 Elect Mr. William Shurniak as a Director Mgmt For For
1.14 Elect Mr. Frank J. Sixt as a Director Mgmt For For
2. Appoint KPMG LLP as the Auditors of the Corporation Mgmt For For
3. Amend the Corporation s By-Law No.1 as specified Mgmt For For
Receive the annual report of the Board of Directors Non-Voting No vote
to the shareholders and the consolidated audited
financial statements of the Corporation for
the FYE 31 DEC 2005
Any other business Non-Voting No vote
PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION Non-Voting No vote
OF NON VOTABLE AGENDA ITEMS. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
IMPERIAL TOBACCO GROUP PLC Agenda Number: 700855159
--------------------------------------------------------------------------------------------------------------------------
Security: G4721W102
Meeting Type: AGM
Meeting Date: 31-Jan-2006
Ticker:
ISIN: GB0004544929
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the account for the FYE 30 SEP 2005, Mgmt No vote
together with the Directors and the Auditor
s report thereon
2. Receive and approve the Directors remuneration Mgmt No vote
report for the FYE 30 SEP 2005, together with
the Directors and the Auditor s report thereon
3. Declare a final dividend for the FYE 30 SEP Mgmt No vote
2005 of 39.5 pence per ordinary share of 10
pence each payable on 17 FEB 2006 to those
shareholders on the register at the close of
business on 20 JAN 2006
4. Re-elect Mr. A.G.L. Alexander as a Director Mgmt No vote
of the Company
5. Re-elect Mr. D.C. Bonham as a Director of the Mgmt No vote
Company
6. Elect Mr. C.R. Day as a Director of the Company Mgmt No vote
7. Re-elect Dr. P.H. Jungles as a Director of the Mgmt No vote
Company
8. Elect Mr. G.L. Blashill as a Director of the Mgmt No vote
Company
9. Re-appoint PricewaterhouseCoopers LLP as the Mgmt No vote
Auditors of the Company until the conclusion
of the next general meeting at which accounts
are laid before the Company
10. Authorize the Directors to set the remuneration Mgmt No vote
of the Auditors
11. Authorize the Company, in accordance with Section Mgmt No vote
347C of the Companies Act 1985 the Act ,
as defined in Section 347A of the Act, to make
donations to EU political organizations, not
exceeding GBP 25,000 in total; and to incur
EU political expenditure not exceeding GBP
25,000 in total; Authority expires the earlier
of the conclusion of the AGM of the Company
held in 2007 or 30 APR 2007
12. Authorize the Company, in accordance with Section Mgmt No vote
347D of the Act Imperial Tobacco Limited, as
defined in Section 347A of the Act, to make
donations to EU political organizations, not
exceeding GBP 25,000 in total; and to incur
EU political expenditure not exceeding GBP
25,000 in total; Authority expires the earlier
of the conclusion of the AGM of the Company
held in 2007 or 30 APR 2007
13. Authorize the Company, in accordance with Section Mgmt No vote
347D of the Act Imperial Tobacco International
Limited, as defined in Section 347A of the
Act, to make donations to EU political organizations,
not exceeding GBP 25,000 in total; and to incur
EU political expenditure not exceeding GBP
25,000 in total; Authority expires the earlier
of the conclusion of the AGM of the Company
held in 2007 or 30 APR 2007
14. Authorize the Company, in accordance with Section Mgmt No vote
347D of the Act Van Nelle Tabak Nederland B.V,
as defined in Section 347A of the Act, to make
donations to EU political organizations, not
exceeding GBP 25,000 in total; and to incur
EU political expenditure not exceeding GBP
25,000 in total; Authority expires the earlier
of the conclusion of the AGM of the Company
held in 2007 or 30 APR 2007
15. Authorize the Company, in accordance with Section Mgmt No vote
347D of the Act John Player & Sons, as defined
in Section 347A, to make donations to EU political
organizations, not exceeding GBP 25,000 in
total; and to incur EU political expenditure
not exceeding GBP 25,000 in total; Authority
expires the earlier of the conclusion of the
AGM of the Company held in 2007 or 30 APR 2007
16. Authorize the Company, in accordance with Section Mgmt No vote
347D of the Act Reemtsma Cigarettenfabriken
Gmbh, as defined in Section 347A of the Act,
to make donations to EU political organizations,
not exceeding GBP 25,000 in total; and to incur
EU political expenditure not exceeding GBP
25,000 in total; Authority expires the earlier
of the conclusion of the AGM of the Company
held in 2007 or 30 APR 2007
17. Authorize the Company, in accordance with Section Mgmt No vote
347D of the Act Ets L. Lacroix Fils NV/SA,
as defined in Section 347A of the Act, to make
donations to EU political organizations, not
exceeding GBP 25,000 in total; and to incur
EU political expenditure not exceeding GBP
25,000 in total; Authority expires the earlier
of the conclusion of the AGM of the Company
held in 2007 or 30 APR 2007
18. Adopt to amend the rules of the Imperial Tobacco Mgmt No vote
Group Long Term Incentive Plan as specified
19. Authorize the Directors, for the purpose of Mgmt No vote
Section 80 of the Companies Act 1985 the
Act , to allot relevant securities Section
80(2) of the Act up to an aggregate nominal
amount of GBP 24,300,000; Authority expires
at the earlier of the conclusion of the next
AGM of the Company or on 30 APR 2007 ; and
the Directors may allot relevant securities
after the expiry of this authority in pursuance
of such an offer or agreement made prior to
such expiry
S.20 Authorize the Directors, subject to the passing Mgmt No vote
of Resolution 19 specified in the notice of
AGM of the Company convened for 31 JAN 2006,
to allot equity securities Section 94 of the
Companies Act 1985 the ACT whether for cash
pursuant to the authority conferred by Resolution
19, disapplying the statutory pre-emption rights
Section 89(1) , provided that this power is
limited to the allotment of equity securities:
a) in connection with a rights issue in favor
of ordinary shareholders; b) up to an aggregate
nominal amount of GBP 3,645,000; Authority
expires the earlier of the conclusion of the
next AGM of the Company or 30 APR 2007 ; and
the Directors may allot equity securities after
the expiry of this authority in pursuance of
such an offer or agreement made prior to such
expiry
S.21 Authorize the Company, in accordance with Article Mgmt No vote
5 of the Company s Article of Association and
the Companies Act 1985 the Act , for the
purpose of Section 166 of the Act, to make
market purchases Section 163(3) of the Act
of up to 72,900,000 ordinary shares of 10
pence each in the capital of the Company, at
a minimum price of 10 pence exclusive of expenses
and up to an amount equal to 105% of the average
middle market quotations for such shares derived
from the London Stock Exchange Daily Official
List, over the previous 5 business days; Authority
expires the earlier of the conclusion of the
AGM of the Company held in 2007 or 30 APR 2007
; 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
--------------------------------------------------------------------------------------------------------------------------
INDYMAC BANCORP, INC. Agenda Number: 932448853
--------------------------------------------------------------------------------------------------------------------------
Security: 456607100
Meeting Type: Annual
Meeting Date: 25-Apr-2006
Ticker: NDE
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MICHAEL W. PERRY Mgmt For For
LOUIS E. CALDERA Mgmt For For
LYLE E. GRAMLEY Mgmt For For
HUGH M. GRANT Mgmt For For
PATRICK C. HADEN Mgmt For For
TERRANCE G. HODEL Mgmt For For
ROBERT L. HUNT II Mgmt For For
SENATOR JOHN SEYMOUR Mgmt For For
BRUCE G. WILLISON Mgmt For For
02 APPROVAL OF THE INDYMAC BANCORP, INC. 2002 INCENTIVE Mgmt For For
PLAN, AS AMENDED AND RESTATED.
03 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS INDYMAC S INDEPENDENT AUDITORS FOR THE
YEAR ENDING DECEMBER 31, 2006.
--------------------------------------------------------------------------------------------------------------------------
JPMORGAN CHASE & CO. Agenda Number: 932470228
--------------------------------------------------------------------------------------------------------------------------
Security: 46625H100
Meeting Type: Annual
Meeting Date: 16-May-2006
Ticker: JPM
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN H. BIGGS Mgmt For For
STEPHEN B. BURKE Mgmt For For
JAMES S. CROWN Mgmt For For
JAMES DIMON Mgmt For For
ELLEN V. FUTTER Mgmt For For
WILLIAM H. GRAY, III Mgmt For For
WILLIAM B. HARRISON, JR Mgmt For For
LABAN P. JACKSON, JR. Mgmt For For
JOHN W. KESSLER Mgmt For For
ROBERT I. LIPP Mgmt For For
RICHARD A. MANOOGIAN Mgmt For For
DAVID C. NOVAK Mgmt For For
LEE R. RAYMOND Mgmt For For
WILLIAM C. WELDON Mgmt For For
02 APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC Mgmt For For
ACCOUNTING FIRM
03 STOCK OPTIONS Shr Against For
04 PERFORMANCE-BASED RESTRICTED STOCK Shr For Against
05 SEPARATE CHAIRMAN Shr For Against
06 SEXUAL ORIENTATION Shr Against For
07 SPECIAL SHAREHOLDER MEETINGS Shr For Against
08 LOBBYING PRIORITIES REPORT Shr Against For
09 POLITICAL CONTRIBUTIONS REPORT Shr Against For
10 POISON PILL Shr Against For
11 CUMULATIVE VOTING Shr For Against
12 BONUS RECOUPMENT Shr Against For
13 OVERCOMMITTED DIRECTORS Shr Against For
--------------------------------------------------------------------------------------------------------------------------
KIMBERLY-CLARK CORPORATION Agenda Number: 932446532
--------------------------------------------------------------------------------------------------------------------------
Security: 494368103
Meeting Type: Annual
Meeting Date: 27-Apr-2006
Ticker: KMB
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
DENNIS R. BERESFORD Mgmt For For
ABELARDO E. BRU Mgmt For For
THOMAS J. FALK Mgmt For For
MAE C. JEMISON Mgmt For For
02 APPROVAL OF AUDITORS Mgmt For For
03 STOCKHOLDER PROPOSAL REGARDING CLASSIFIED BOARD Shr For Against
04 STOCKHOLDER PROPOSAL REGARDING ADOPTION OF GLOBAL Shr Against For
HUMAN RIGHTS STANDARDS BASED ON INTERNATIONAL
LABOR CONVENTIONS
05 STOCKHOLDER PROPOSAL REGARDING MAJORITY VOTING Shr For Against
06 STOCKHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
SUSTAINABLE FORESTRY PRACTICES
--------------------------------------------------------------------------------------------------------------------------
LADBROKES PLC Agenda Number: 700976446
--------------------------------------------------------------------------------------------------------------------------
Security: G5337D107
Meeting Type: AGM
Meeting Date: 26-May-2006
Ticker:
ISIN: GB00B0ZSH635
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and adopt the reports of the Directors Mgmt For For
and the Auditor and the accounts of the Company
for the YE 31 DEC 2005
2. Re-appoint Mr. N.M.H. Jones as a Director Mgmt For For
3. Re-appoint Sir Ian Robinson as a Director Mgmt For For
4. Appoint Mr. J.P. O Reilly as a Director Mgmt For For
5. Appoint Mr. A.S. Ross as a Director Mgmt For For
6. Appoint Mr. R.P. Thorne as a Director Mgmt For For
7. Re-appoint Ernst & Young LLP as the Auditor Mgmt For For
to the Company and authorize the Directors
to agree the remuneration of the Auditor
8. Approve the 2005 Directors remuneration report Mgmt For For
9. Authorize the Company, to make donations to Mgmt For For
EU political organizations not exceeding GBP
10,000; and incur EU political expenditure
not exceeding GBP 10,000; and authorize Ladbrokes
Betting & Gaming Limited, a wholly-owned subsidiary
of the Company to make donations to EU political
organizations not exceeding GBP 25,000; and
incur EU political expenditure not exceeding
GBP 25,000; Authority expires earlier the
date of the AGM of the Company held in 2007
or on 25 AUG 2007
10. Approve that the share capital of the Company Mgmt For For
be increased from GBP 230,000,000 to GBP 253,000,000
by the creation of 81,176,470 additional new
ordinary shares of 28 1/3p each in the capital
of the Company
11. Authorize the Directors, in substitution for Mgmt For For
any existing authority and for the purpose
of Section 80 of the Companies Act 1985, to
allot relevant securities with in the meaning
of that Section up to an aggregate nominal
amount of GBP 54,450,207; Authority expires
earlier the date of the AGM of the Company
held in 2007 or on 25 AUG 2007 ; and the Directors
may allot relevant securities after the expiry
of this authority in pursuance of such an offer
or agreement made prior to such expiry
S.12 Grant authority to issue the equity or equity-linked Mgmt For For
securities without pre-emptive rights up to
aggregate nominal amount of GBP 8,029,922 and
up to aggregate nominal amount of GBP 450,207
in connection with a rights issue
S.13 Grant authority to market purchase 56,682,299 Mgmt For For
ordinary shares
--------------------------------------------------------------------------------------------------------------------------
LIMITED BRANDS, INC. Agenda Number: 932487691
--------------------------------------------------------------------------------------------------------------------------
Security: 532716107
Meeting Type: Annual
Meeting Date: 22-May-2006
Ticker: LTD
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
E. GORDON GEE Mgmt For For
JAMES L. HESKETT Mgmt For For
ALLAN R. TESSLER Mgmt For For
ABIGAIL S. WEXNER Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
MARATHON OIL CORPORATION Agenda Number: 932449007
--------------------------------------------------------------------------------------------------------------------------
Security: 565849106
Meeting Type: Annual
Meeting Date: 26-Apr-2006
Ticker: MRO
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
CLARENCE P. CAZALOT, JR Mgmt For For
DAVID A. DABERKO Mgmt For For
WILLIAM L. DAVIS Mgmt For For
02 RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS Mgmt For For
INDEPENDENT AUDITORS FOR 2006.
03 BOARD PROPOSAL TO AMEND THE RESTATED CERTIFICATE Mgmt For For
OF INCORPORATION TO DECLASSIFY THE BOARD OF
DIRECTORS.
04 BOARD PROPOSAL TO AMEND THE RESTATED CERTIFICATE Mgmt For For
OF INCORPORATION TO REVISE THE PURPOSE CLAUSE,
ELIMINATE THE SERIES A JUNIOR PREFERRED STOCK
AND MAKE OTHER TECHNICAL CHANGES.
05 STOCKHOLDER PROPOSAL TO ELECT DIRECTORS BY A Shr For Against
MAJORITY VOTE.
06 STOCKHOLDER PROPOSAL FOR A SIMPLE MAJORITY VOTE Shr For Against
OF STOCKHOLDERS.
--------------------------------------------------------------------------------------------------------------------------
NATIONAL GRID TRANSCO PLC Agenda Number: 700767607
--------------------------------------------------------------------------------------------------------------------------
Security: G6375K102
Meeting Type: EGM
Meeting Date: 25-Jul-2005
Ticker:
ISIN: GB0031223877
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
S.1 Approve that: the conditional on the admission Mgmt For For
to the Daily Official List of the UK Listing
Authority and to trading on the London Stock
Exchange plc s market for listed securities
becoming effective Listing by 8.OOam on
01 AUG 2005 or such later time and/or date
as the Directors may determine of non-cumulative
preference shares of 10 pence each the B
shares and ordinary shares of 11 17/43 pence
each (the New Ordinary Shares ) having the
rights and restrictions as specified in the
Articles of Association of the Company are
to be amended pursuant to resolution 5 below:
a the authorized share capital of the Company
to increased from GBP 500 million to GBP 815
million by the creation of 3,150 million B
Shares of 10 pence each; b authorize the Directors:
to capitalize a maximum sum not exceeding GBP
315 million standing to the credit of the Company
s share premium account and to apply such sum
in paying up in full the B Shares and pursuant
to Section 80 of the Companies Act 1985 as
amended the Companies Act to allot and
issue such B shares credited as fully paid
up, up to an aggregate nominal amount of GBP315
million to the holders of the ordinary shares
in the Company the Existing Ordinary Shares
on the basis of 1B share for each existing
ordinary share held and recorded on the register
of Members of the Company at 500pm on 29 JUL
2005 or such other time and/or date as the
Directors may determine , authority expires
at the earlier of the conclusion of the AGM
in 2006 or 15 months ; c each existing ordinary
share as shown in the register of Members of
the Company at 5.OOpm on 29 JUL 2005 or such
other time and/or date as the Directors may
determine is subdivided into 43 shares of
10/43 pence each and forthwith upon such subdivision
every 49 shares of 10/43 pence each resulting
from such subdivision is consolidated into
1 new ordinary share of 11 17/43 pence, provided
that no member shall be entitled, to a fraction
of a share and all fractional entitlements
arising out of such subdivision or consolidation
shall be aggregated into new ordinary shares
and the whole number of new ordinary shares
so arising and any remaining shares of 10/43
pence sold and the net proceeds of sale in
excess of GBP1 distributed in due proportion
among those Shareholders who would otherwise
be entitled to such fractional entitlements
and any proceeds of sales not exceeding GBP
l retained by the Company and donated to a
charity of the Company s choice; d) following
the capitalization issue referred to in paragraph
(b) above and the subdivision and the consolidation
referred to in paragraph (c) above, each authorized
but unissued existing ordinary share up to
such number as will result in a whole number
of new ordinary shares and any balance remaining
unconsolidated is subdivided into 43 shares
of 10/43 pence each and forthwith upon such
subdivision every 49 shares of 10/43 pence
each resulting from such subdivision is consolidated
into a new ordinary share; e authorize the
Company, to make market purchases Section
163(3) of the Companies Act of B shares 10%
of the total number of the B shares created,
at a minimum price of 10 pence for each B shares
free of all dealing expenses and the commissions
not more than 65 pence for each B share free
of all dealing expenses and the commissions
Authority expires the earlier of the conclusion
of the next AGM in 2006 or 15 months ; 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;
f approve and authorized for the purposes
of Section 165 of the Companies Act the terms
of the contract between: 1 JPMorgan Cazenove
Limited JPMorgan Cazenove ; and 2 the Company
under which JPMorgan Cazenove will be entitled
to require the Company to purchase B shares
from them a draft of which is produced to
the meeting and signed for the purposes of
identification by the Chairman and Authority
and approval expire on 18 months
2. Authorize the Directors, in substitution for Mgmt For For
any existing authority and for the purpose
of Section 80 of the Companies Act, to allot
relevant securities Section 80(2) of the Companies
Act up to an aggregate nominal amount of GBP
103 million; Authority expires on 24 JUL 2010
; and the Directors may allot relevant securities
after the expiry of this authority in pursuance
of such an offer or agreement made prior to
such expiry
S.3 Authorize the Directors, in substitution for Mgmt For For
any existing authority, and pursuant to Section
95 of the Companies Act, to allot equity securities
Section 94(2) of the Companies Act for cash
pursuant to the general authority conferred
by Resolution 2 and/or to sell equity securities
held as treasury shares for cash pursuant to
Section 162D of the Companies Act, disapplying
the statutory pre-emption rights Section 89(1)
of the Companies Act , provided that this power
is limited to the allotment and/or sale of
equity securities: a) in connection with a
rights issue in favor of ordinary shareholders
excluding any holder of the treasury share
; b) up to an aggregate nominal amount of GBP
15 millions; Authority expires on 24 JUL 2010
; and the Directors may allot equity securities
after the expiry of this authority in pursuance
of such an offer or agreement made prior to
such expiry
S.4 Authorize the Company, to make market purchases Mgmt For For
Section 163(3) of the Companies Act of up
to 271,185,097 new ordinary shares upon Resolution
1 being passed or 309,024,879 existing ordinary
shares if Resolution 1 is not passed, at a
minimum price of 11 17/43 pence for each new
ordinary shares upon passing of Resolution
1 or 10 pence for existing share if Resolution
1 is not passed and not more than 105% above
the average market value for such shares derived
from the London Stock Exchange Daily Official
List, over the previous 5 business days; Authority
expires the earlier of the conclusion of the
next AGM in 2006 or 15 months ; the Company,
before the expiry, may make a contract to purchase
ordinary shares which will or may be executed
wholly or partly after such expiry
S.5 Amend the Articles of Association of the Company Mgmt For For
as specifies and initialed for the identification
by the Chairman
--------------------------------------------------------------------------------------------------------------------------
NESTE OIL Agenda Number: 700877624
--------------------------------------------------------------------------------------------------------------------------
Security: X5688A109
Meeting Type: AGM
Meeting Date: 22-Mar-2006
Ticker:
ISIN: FI0009013296
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting No vote
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA)
IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE
OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
AT ADP. THANK YOU
MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting No vote
OWNER INFORMATION FOR ALL VOTED ACCOUNTS.
IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION
TO YOUR ADP CLIENT SERVICE REPRESENTATIVE.
THIS INFORMATION IS REQUIRED IN ORDER FOR
ADP TO LODGE YOUR VOTE
1.1 Adopt the accounts Mgmt For For
1.2 Approve the actions on profit or loss and to Mgmt For For
pay the dividend of EUR 0.80 per share
1.3 Grant discharge from liability Mgmt For For
1.4 Approve the remuneration of the Board Members Mgmt For For
1.5 Approve the remuneration of the Auditor(s) Mgmt For For
1.6 Approve the composition of the Board Mgmt For For
1.7 Elect the Auditor(s) Mgmt For For
2. Appoint the Nomination Committee proposed by Mgmt Against Against
the Finish State
--------------------------------------------------------------------------------------------------------------------------
NOBLE CORPORATION Agenda Number: 932459058
--------------------------------------------------------------------------------------------------------------------------
Security: G65422100
Meeting Type: Annual
Meeting Date: 27-Apr-2006
Ticker: NE
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES C. DAY Mgmt For For
JULIE H. EDWARDS Mgmt For For
MARC E. LELAND Mgmt For For
02 APPROVAL OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS INDEPENDENT AUDITORS FOR 2006.
03 MEMBER (SHAREHOLDER) PROPOSAL TO SEPARATE THE Shr For Against
POSITIONS OF CHAIRMAN/CHIEF EXECUTIVE OFFICER.
--------------------------------------------------------------------------------------------------------------------------
PEABODY ENERGY CORPORATION Agenda Number: 932471193
--------------------------------------------------------------------------------------------------------------------------
Security: 704549104
Meeting Type: Annual
Meeting Date: 05-May-2006
Ticker: BTU
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
GREGORY H. BOYCE Mgmt Withheld Against
WILLIAM E. JAMES Mgmt Withheld Against
ROBERT B. KARN III Mgmt Withheld Against
HENRY E. LENTZ Mgmt Withheld Against
BLANCHE M. TOUHILL Mgmt Withheld Against
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM.
03 APPROVAL OF INCREASE IN AUTHORIZED SHARES OF Mgmt For For
COMMON STOCK.
04 SHAREHOLDER PROPOSAL REGARDING FORMATION OF Shr For Against
SPECIAL COMMITTEE.
05 SHAREHOLDER PROPOSAL REGARDING MAJORITY VOTING. Shr For Against
06 SHAREHOLDER PROPOSAL REGARDING BOARD DECLASSIFICATION. Shr For Against
07 SHAREHOLDER PROPOSAL REGARDING WATER USE. Shr Against For
--------------------------------------------------------------------------------------------------------------------------
PFIZER INC. Agenda Number: 932449526
--------------------------------------------------------------------------------------------------------------------------
Security: 717081103
Meeting Type: Annual
Meeting Date: 27-Apr-2006
Ticker: PFE
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
MICHAEL S. BROWN Mgmt For For
M. ANTHONY BURNS Mgmt For For
ROBERT N. BURT Mgmt For For
W. DON CORNWELL Mgmt For For
WILLIAM H. GRAY III Mgmt For For
CONSTANCE J. HORNER Mgmt For For
WILLIAM R. HOWELL Mgmt For For
STANLEY O. IKENBERRY Mgmt For For
GEORGE A. LORCH Mgmt Withheld Against
HENRY A. MCKINNELL Mgmt For For
DANA G. MEAD Mgmt Withheld Against
RUTH J. SIMMONS Mgmt For For
WILLIAM C. STEERE, JR. Mgmt For For
02 PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP Mgmt For For
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2006.
03 MANAGEMENT PROPOSAL TO AMEND COMPANY S RESTATED Mgmt For For
CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY
VOTE REQUIREMENTS AND FAIR PRICE PROVISION.
04 SHAREHOLDER PROPOSAL RELATING TO TERM LIMITS Shr Against For
FOR DIRECTORS.
05 SHAREHOLDER PROPOSAL REQUESTING REPORTING ON Shr Against For
PHARMACEUTICAL PRICE RESTRAINT.
06 SHAREHOLDER PROPOSAL RELATING TO CUMULATIVE Shr For Against
VOTING.
07 SHAREHOLDER PROPOSAL REQUESTING SEPARATION OF Shr For Against
ROLES OF CHAIRMAN AND CEO.
08 SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
POLITICAL CONTRIBUTIONS.
09 SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
THE FEASIBILITY OF AMENDING PFIZER S CORPORATE
POLICY ON LABORATORY ANIMAL CARE AND USE.
10 SHAREHOLDER PROPOSAL REQUESTING JUSTIFICATION Shr Against For
FOR FINANCIAL CONTRIBUTIONS WHICH ADVANCE ANIMAL-BASED
TESTING METHODOLOGIES.
--------------------------------------------------------------------------------------------------------------------------
PHELPS DODGE CORPORATION Agenda Number: 932492589
--------------------------------------------------------------------------------------------------------------------------
Security: 717265102
Meeting Type: Annual
Meeting Date: 26-May-2006
Ticker: PD
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
C. KRULAK Mgmt For For
D. MCCOY Mgmt For For
W. POST Mgmt For For
M. RICHENHAGEN Mgmt For For
J. THOMPSON Mgmt For For
02 APPROVE THE PHELPS DODGE CORPORATION DIRECTORS Mgmt For For
2007 STOCK UNIT PLAN
03 RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS INDEPENDENT ACCOUNTANTS FOR THE YEAR
2006
--------------------------------------------------------------------------------------------------------------------------
PROGRESS ENERGY, INC. Agenda Number: 932463196
--------------------------------------------------------------------------------------------------------------------------
Security: 743263105
Meeting Type: Annual
Meeting Date: 10-May-2006
Ticker: PGN
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
W. FREDERICK* Mgmt For For
W. JONES* Mgmt For For
T. STONE* Mgmt For For
E. BORDEN** Mgmt For For
J. BOSTIC** Mgmt For For
D. BURNER** Mgmt For For
R. DAUGHERTY** Mgmt For For
H. DELOACH*** Mgmt For For
02 RATIFICATION OF THE SELECTION OF DELOITTE & Mgmt For For
TOUCHE LLP AS PROGRESS ENERGY S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.
03 THE PROPOSAL RELATING TO THE DECLASSIFICATION Mgmt For For
OF THE BOARD OF DIRECTORS.
04 THE PROPOSAL RELATING TO DIRECTOR ELECTION BY Mgmt For For
MAJORITY VOTE.
05 SHAREHOLDER PROPOSAL RELATING TO A RESPONSIBLE Shr Against For
CONTRACTOR POLICY.
--------------------------------------------------------------------------------------------------------------------------
R.R. DONNELLEY & SONS COMPANY Agenda Number: 932516923
--------------------------------------------------------------------------------------------------------------------------
Security: 257867101
Meeting Type: Annual
Meeting Date: 25-May-2006
Ticker: RRD
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
THOMAS S. JOHNSON Mgmt For For
JOHN C. POPE Mgmt For For
LIONEL H. SCHIPPER, CM Mgmt For For
NORMAN H. WESLEY Mgmt Withheld Against
02 RATIFICATION OF THE COMPANY S AUDITORS. Mgmt For For
03 STOCKHOLDER PROPOSAL TO ELECT EACH DIRECTOR Shr For Against
ANNUALLY.
--------------------------------------------------------------------------------------------------------------------------
RIO TINTO PLC Agenda Number: 700895444
--------------------------------------------------------------------------------------------------------------------------
Security: G75754104
Meeting Type: AGM
Meeting Date: 12-Apr-2006
Ticker:
ISIN: GB0007188757
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Grant authority to issue equity or equity linked Mgmt For For
securities with pre-emptive rights up to an
aggregate nominal amount of GBP 34,860,000
S.2 Grant authority to issue equity or equity linked Mgmt For For
securities without pre-emptive rights up to
an aggregate nominal amount of GBP 6,750,000
S.3 Grant authority to purchase 106,500,000 Rio Mgmt For For
Tinto Plc ordinary shares by the Company or
Rio Tinto Limited
S.4 Adopt new Articles of Association of Rio Tinto Mgmt For For
PLC and amend to constitution of Rio Tinto
Limited
5. Elect Mr. Tom Albanese Mgmt For For
6. Elect Sir Rod Eddington Mgmt For For
7. Re-elect Sir David Clementi Mgmt For For
8. Re-elect Mr. Leigh Clifford Mgmt For For
9. Re-elect Mr. Andrew Gould Mgmt For For
10. Re-elect Mr. David Mayhew Mgmt For For
11. Re-appoint PricewaterhouseCoopers LLP as the Mgmt For For
Auditors and authorize the Audit Committee
to set the Auditors remuneration
12. Approve the remuneration report Mgmt For For
13. Receive the annual report and the financial Mgmt For For
statements for the YE 31 DEC 2005
PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting No vote
AGENDA. 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.
--------------------------------------------------------------------------------------------------------------------------
RWE AG, ESSEN Agenda Number: 700885417
--------------------------------------------------------------------------------------------------------------------------
Security: D6629K109
Meeting Type: AGM
Meeting Date: 13-Apr-2006
Ticker:
ISIN: DE0007037129
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the financial statements of RWE AktiengesellschaftNon-Voting No vote
and the Group for the FYE DEC 31 2005 with
the combined Review of Operations of RWE Aktiengesellschaft
and the Group, the proposal for the appropriation
of distributable profit, and the Supervisory
Board Report for fiscal 2005
2. Approve the appropriation of the distributable Mgmt No vote
profit of EUR 984,279,827.47 as follows: payment
of a dividend of EUR 1.75 per entitled share
EUR 71,077.47 shall be carried forward ex-dividend
and payable date: 18 APR 2006
3. Ratify the Acts of the Executive Board for fiscal Mgmt No vote
2005
4. Ratify the Acts of the Supervisory Board for Mgmt No vote
fiscal 2005
5. Appoint PricewaterhouseCoopers AG, Essen as Mgmt No vote
the Auditors for the FY 2006
6.1 Elect Dr. Paul Achleitner to the Supervisory Mgmt No vote
Board
6.2 Elect Mr Carl-Ludwig von Boehm-Bezing to the Mgmt No vote
Supervisory Board
6.3 Elect Dr. Thomas R. Fischer to the Supervisory Mgmt No vote
Board
6.4 Elect Mr Heinz-Eberhard Holl to the Supervisory Mgmt No vote
Board
6.5 Elect Dr. Gerhard Langemeyer to the Supervisory Mgmt No vote
Board
6.6 Elect Ms Dagmar Muehlenfeld to the Supervisory Mgmt No vote
Board
6.7 Elect Dr. Wolfgang Reiniger to the Supervisory Mgmt No vote
Board
6.8 Elect Dr. Manfred Schneider to the Supervisory Mgmt No vote
Board
6.9 Elect Prof. Dr. Ekkehard D. Schulz to the Supervisory Mgmt No vote
Board
6.10 Elect Prof. Karel Van Miert to the Supervisory Mgmt No vote
Board
7. Authorize the Company to acquire own shares Mgmt No vote
of up to 10% of its share capital, at a price
differing neither more than 10% from the market
price of the shares if they are acquired through
the stock exchange, nor more than 20% if they
are acquired by way of a repurchase offer,
on or before 12 OCT 2007; authorize the Board
of Managing Directors to retire the shares,
to float the shares on Foreign Stock Exchanges
and to use the shares in connection with mergers
and acquisitions if the shares are sold at
a price not more than 5% below their market
price
--------------------------------------------------------------------------------------------------------------------------
SANOFI-AVENTIS Agenda Number: 932529413
--------------------------------------------------------------------------------------------------------------------------
Security: 80105N105
Meeting Type: Annual
Meeting Date: 31-May-2006
Ticker: SNY
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
O1 APPROVAL OF THE INDIVIDUAL COMPANY FINANCIAL Mgmt No vote
STATEMENTS FOR THE YEAR ENDED DECEMBER 31,
2005
O2 APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS Mgmt No vote
FOR THE YEAR ENDED DECEMBER 31, 2005
O3 APPROPRIATION OF PROFITS; DECLARATION OF DIVIDEND Mgmt No vote
O4 APPROVAL OF TRANSACTIONS COVERED BY THE STATUTORY Mgmt No vote
AUDITORS SPECIAL REPORT PREPARED IN ACCORDANCE
WITH ARTICLE L.225-40 OF THE COMMERCIAL CODE
O5 REAPPOINTMENT OF A DIRECTOR Mgmt No vote
O6 APPOINTMENT OF A DIRECTOR Mgmt No vote
O7 REAPPOINTMENT OF A STATUTORY AUDITOR Mgmt No vote
O8 APPOINTMENT OF A DEPUTY STATUTORY AUDITOR Mgmt No vote
O9 DIRECTORS ATTENDANCE FEES Mgmt No vote
O10 AUTHORIZATION TO THE BOARD OF DIRECTORS TO CARRY Mgmt No vote
OUT TRANSACTIONS IN SHARES ISSUED BY THE COMPANY
E11 REVIEW AND APPROVAL OF THE MERGER OF RHONE COOPER Mgmt No vote
INTO SANOFI-AVENTIS - APPROVAL OF THE CONSIDERATION
FOR THE MERGER AND OF THE RESULTING CAPITAL
INCREASE
E12 APPROPRIATION OF MERGER PREMIUM Mgmt No vote
E13 FORMAL RECORDING OF FINAL COMPLETION OF THE Mgmt No vote
MERGER ON MAY 31, 2006 AND OF THE RESULTING
CAPITAL INCREASE
E14 AMENDMENT TO ARTICLE 6 OF THE BYLAWS AFTER THE Mgmt No vote
CAPITAL INCREASE
E15 AMENDMENT TO ARTICLES 12 AND 16 OF THE BYLAWS Mgmt No vote
E16 POWERS Mgmt No vote
--------------------------------------------------------------------------------------------------------------------------
SCANA CORPORATION Agenda Number: 932456292
--------------------------------------------------------------------------------------------------------------------------
Security: 80589M102
Meeting Type: Annual
Meeting Date: 27-Apr-2006
Ticker: SCG
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES A. BENNETT* Mgmt For For
WILLIAM C. BURKHARDT* Mgmt For For
LYNNE M. MILLER* Mgmt For For
MACEO K. SLOAN* Mgmt For For
SHARON A. DECKER** Mgmt For For
02 APPROVAL OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM
--------------------------------------------------------------------------------------------------------------------------
SCOTTISH POWER PLC Agenda Number: 700766148
--------------------------------------------------------------------------------------------------------------------------
Security: G79314129
Meeting Type: AGM
Meeting Date: 22-Jul-2005
Ticker:
ISIN: GB0006900707
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the annual report accounts for the YE Mgmt For Split
31 MAR 2005
2. Approve the remuneration report Mgmt For Split
3. Re-elect Mr. Charles Berry as a Director Mgmt For Split
4. Re-elect Mr. Donald Brydon as a Director Mgmt For Split
5. Re-elect Mr. Nolan Karras as a Director Mgmt For Split
6. Re-appoint PricewaterhouseCoopers LLP as the Mgmt For Split
Auditors of the Company and authorize the Directors
to fix their remuneration
7. Authorize the Company to make EU political donations Mgmt For Split
up to GBP 80,000 and to incur EU political
expenditure up to GBP 20,000
8. Grant authority to issue equity or equity-linked Mgmt For Split
securities with pre-emptive rights up to aggregate
nominal amount of GBP 310,961,355
S.9 Grant authority to issue equity or equity-linked Mgmt For Split
securities without pre-emptive rights up to
aggregate nominal amount of GBP 46,644,203
S.10 Grant authority to make market purchases of Mgmt For Split
186,576,813 ordinary shares
S.11 Adopt new Articles of Association Mgmt For Split
--------------------------------------------------------------------------------------------------------------------------
SCOTTISH POWER PLC Agenda Number: 700775678
--------------------------------------------------------------------------------------------------------------------------
Security: G79314129
Meeting Type: EGM
Meeting Date: 22-Jul-2005
Ticker:
ISIN: GB0006900707
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approve the sale by the Company of PacificCorp, Mgmt No vote
the terms and conditions of which are set out
in the stock purchase agreement dated 23 MAY
2005 betweem the Company, PacificCorp Holdings,
Inc. and MidAmerican Energy Holdings Company
and authorize the Directors of the Company
to conclude and implement the sale in accordance
with such terms and conditions and to agree
such amendments and variations to and waivers
of such terms and conditions as are necessary
--------------------------------------------------------------------------------------------------------------------------
SCOTTISH POWER PLC Agenda Number: 700928700
--------------------------------------------------------------------------------------------------------------------------
Security: G79314129
Meeting Type: EGM
Meeting Date: 04-May-2006
Ticker:
ISIN: GB0006900707
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
S.1 Approve conditional on the admission of the Mgmt For For
new ordinary shares and the B shares to the
Official list of the Financial Services Authority
and to trading on the London stock Exchange
Plc s main market for listed securities becoming
effective the capital reorganization, the
return of cash, the amendments to the Company
s Articles of Association and the amendments
to the existing authorities to allot new shares,
disapply pre-emption rights and to make market
purchases of ordinary shares each; as specified
--------------------------------------------------------------------------------------------------------------------------
SEMPRA ENERGY Agenda Number: 932452422
--------------------------------------------------------------------------------------------------------------------------
Security: 816851109
Meeting Type: Annual
Meeting Date: 04-May-2006
Ticker: SRE
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JAMES G. BROCKSMITH, JR Mgmt For For
DONALD E. FELSINGER Mgmt For For
WILLIAM D. JONES Mgmt For For
WILLIAM G. OUCHI Mgmt For For
02 RATIFICATION OF INDEPENDENT AUDITORS Mgmt For For
03 ARTICLES AMENDMENT FOR THE ANNUAL ELECTION OF Mgmt For For
ALL DIRECTORS
04 SHAREHOLDER PROPOSAL REGARDING PERFORMANCE-BASED Shr Against For
STOCK OPTIONS
--------------------------------------------------------------------------------------------------------------------------
SEVERN TRENT PLC Agenda Number: 700770084
--------------------------------------------------------------------------------------------------------------------------
Security: G8056D142
Meeting Type: AGM
Meeting Date: 26-Jul-2005
Ticker:
ISIN: GB0000546324
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the financial statements and the Statutory Mgmt For For
reports
2. Approve the remuneration reports Mgmt For For
3. Approve the final dividend of 30.30 pence per Mgmt For For
ordinary share
4. Re-elect Mr. Martin Bettington as a Director Mgmt For For
5. Elect Mr. Rachel Brydon Jannetta as a Director Mgmt For For
6. Re-elect Mr. Marisa Cassoni as a Director Mgmt For For
7. Elect Sir John Egan as a Director Mgmt For For
8. Re-elect Mr. Martin Flower as a Director Mgmt For For
9. Elect Mr. Mark Wilson as a Director Mgmt For For
10. Elect Mr. Tony Wray as a Director Mgmt For For
11. Appoint Deloitte & Touche LLP as the Auditors Mgmt For For
and authorize the Board to determine their
remuneration
12. Approve the Seven Trent Long-Term Incentive Mgmt For For
Plan 2005
13. Grant authority to issue Equity or Equity-Linked Mgmt For For
Securities with pre-emptive rights up to aggregate
nominal amount of GBP 74,839,664
S.14 Grant authority to issue Equity or Equity-Linked Mgmt For For
Securities without pre-emptive rights up to
aggregate nominal amount of GBP 11,339,342
S.15 Grant Authority to make market purchase of 34,749,599 Mgmt For For
ordinary shares
16. Authorize the Company to make EU Political Organization Mgmt For For
Donations and to Incur EU Political expenditure
up to GBP 50,000
17. Authorize the Seven Trent Water LTD to make Mgmt For For
EU Political Organization Donations and to
Incur EU Political expenditure up to GBP 50,000
18. Authorize the Biffa Water Services LTD to make Mgmt For For
EU Political Organization Donations and to
Incur EU Political expenditure up to GBP 25,000
19. Authorize the Biffa Treatment NV to make EU Mgmt For For
Political Organization Donations and to Incur
EU Political expenditure up to GBP 25,000
--------------------------------------------------------------------------------------------------------------------------
SIEMENS AG, MUENCHEN Agenda Number: 700853294
--------------------------------------------------------------------------------------------------------------------------
Security: D69671218
Meeting Type: OGM
Meeting Date: 26-Jan-2006
Ticker:
ISIN: DE0007236101
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive and adopt the report of the Supervisory Non-Voting No vote
Board, the corporate governance report, and
the compensation report for FY 2005
2. Receive and adopt the annual financial statements Non-Voting No vote
and the consolidated financial statements,
and approve the Supervisory Board, together
with Management's discussion and analysis of
Siemens AG and the consolidated Group for the
FYE 30 SEP 2005
3. Approve the unappropriated net income of Siemens Mgmt No vote
AG for the FYE 30 SEP 2005 amounts to EUR1,202,965,372.35;
this net income shall be used to pay a dividend
of EUR 1.35 on each no-par value share entitled
to the dividend; the amount attributable to
shares of stock of Siemens AG held in treasury
by the Company at the date of the Annual Shareholders'
Meeting shall be carried forward
4. Ratify the acts of the Members of the Managing Mgmt No vote
Board for FY 2005
5. Ratify the acts of the Members of the Supervisory Mgmt No vote
Board for FY 2005.
6. Appoint KPMG Deutsche Treuhand-Gesellschaft Mgmt No vote
Aktiengesellschaft Wirtschaftspr fungsgesellschaft,
Berlin and Frankfurt on Main, as the Company's
Independent Auditors for the annual audit of
the annual financial statements and the consolidated
financial statements for the FYE 30 SEP 2006
7. Beschlussfassung ueber die Ermaechtigung zum Mgmt No vote
Erwerb und zur Verwendung eigener of shares
acquired and any other shares previously acquired
and still held by the Company or to be attributed
to the Company pursuant to Section 71 d and
Section 71 e of the German Stock Corporation
Act (AktG) shall at no time exceed 10% of the
existing capital stock; authorization be implemented
wholly or in part, once or several times, by
the Company or any of its subsidiaries, or
by third parties on behalf of the Company or
its subsidiaries; authorization shall be effective
as of 01 MAR 2006 and shall remain in full
force and effect through 25 JUL 2007, in substitution
for the existing authority granted on 27 JAN
2005 ; any acquisition of Siemens shares shall
be accomplished at the discretion of the Managing
Board either by purchase over the stock exchange
or through a public share purchase offer if
the shares are acquired by purchase over the
Stock Exchange, the purchase price paid per
share excluding incidental transaction charges
may neither exceed nor fall below the market
price of the stock on the trading day, as determined
at the opening auction of XETRA trading or
a comparable successor trading system by more
than 10%; if the shares are acquired through
a public share purchase offer, the Company
may publicly issue a formal offer or publicly
solicit shareholders to submit offers; if a
formal offer is publicly issued by the Company,
the Company shall state a purchase price or
purchase price range per share; if a purchase
price range is stated, the final price shall
be determined from all available acceptance
declarations; the purchase offer may provide
for an acceptance period, terms and conditions,
and the possibility of adjusting the purchase
price range during the acceptance period if
after publication of a formal offer significant
market price fluctuations occur during the
acceptance period; the purchase price or purchase
price range per Siemens share excluding incidental
transaction charges may neither exceed nor
fall below the average closing price of the
Siemens stock in XETRA trading or a comparable
successor trading system during the last 5
trading days prior to the relevant date by
more than 20%; the relevant date shall be the
date on which the final Managing Board decision
about the formal offer is made; in the event
of an adjustment to the offer, the relevant
date shall be replaced by the date on which
the final Managing Board decision is made about
the adjustment; if the number of shares tendered
by shareholders exceeds the total volume of
shares which the Company intend ed to reacquire,
the shareholders right to tender may be excluded
to the extent that acquisition shall be in
proportion to the Siemens shares tendered;
furthermore, the tender of small lots of up
to 150 Siemens shares per shareholder may receive
preferential treatment; if the Company publicly
solicits submission of offers to sell Siemens
shares, the Company may state in its solicitation
a purchase price range within which offers
may be submitted; the solicitation may provide
for a submission period, terms and conditions,
and the possibility of adjusting the purchase
price range during the submission period if
after publication of the solicitation significant
market price fluctuations occur during the
submission period; upon acceptance, the final
purchase price shall be determined from all
available sales offers; the purchase price
per share excluding incidental transaction
charges may neither exceed nor fall below
the average closing price of the stock in XETRA
trading or a comparable successor trading
system during the last 5 trading days prior
to the relevant date by more than 20%; the
relevant date shall be the date on which the
offers are accepted by the Company; if the
number of Siemens shares offered for sale exceeds
the total volume of shares which the Company
intended to reacquire, the shareholders right
to tender may be excluded to the extent that
acceptance shall be in proportion to the shares
tendered; furthermore, the acceptance of small
lots of up to 150 shares tendered per shareholder
may receive priority consideration; and authorize
the Managing Board to also use Siemens shares
reacquired on the basis of this or any previously
given authorization as follows: such shares
of stock may be retired with the approval of
the Supervisory Board without an additional
resolution by a shareholders meeting being
required for such retirement or its implementation;
such shares of stock may be used to service
conversion or option rights granted by the
Company or any of its subsidiaries; if the
Siemens shares are used to service such conversion
or option rights issued by applying, mutatis
mutandis, the provisions of Section 186 3 ,
4th sentence, of the German Stock Corporation
Act against contributions in cash approximating
the market price, with preemptive rights of
shareholders excluded , the aggregate number
of shares must not exceed 10% of the capital
stock at the time when such shares are used;
this limit includes shares issued or disposed
of by direct or mutatis mutandis application
of these provisions during the term of this
authorization at the time when the shares are
used; the limit also includes shares that were
or are to be issued to service conversion or
option rights that were or will be granted
in accordance with the above provisions at
the time when the shares are used; preemptive
rights of shareholders relating to reacquired
Siemens shares shall be excluded to the extent
to which such shares are used
8. Approve the creation of an authorized capital Mgmt No vote
2006; the authorized capital curAusgabe an
Mitarbeiter, die Ermaechtigung zur Verwendung
eigener Aktien sowie 01/Il will expire on
01 FEB 2006; the Managing Board shall again
receive the authorization to transfer shares
of stock to employees of Siemens AG and its
subsidiaries; accordingly, authorize the Managing
Board to increase, with the approval of the
Supervisory Board, the capital stock until
25 JAN 2011 by up to EUR 75,000,000 nominal
through the issuance of up to 25,000,000 shares
of no par value registered in the names of
the holders against contributions in cash;
the authorization may be implemented in installments;
preemptive rights of existing shareholders
shall be excluded; the new shares shall be
issued under the condition that they are offered
exclusively to employees of Siemens AG and
its subsidiaries, provided these subsidiaries
are not listed companies themselves and do
not have their own employee stock schemes;
authorize the Managing Board to determine,
with the approval of the Supervisory Board,
the further content of the rights embodied
in the shares and the terms and conditions
of the share issue; amend Section 4 of the
Articles of Association by including the new
Section 4 10 ; authorize the Supervisory Board
to amend Section 4 of the Articles of Association
depending on the utilization of the Authorized
Capital 2006 and upon expiration of the term
of the authorization; authorize the Company
to also use shares reacquired on the basis
of the authorization to be given pursuant to:
such shares of stock may be used to meet the
Company s obligations under the 1999 and 2001
Siemens Stock Option Plans, both as amended,
in accordance with the resolutions passed at
the annual shareholders meetings on 18 FEB
1999 and 22 FEB 2001; the key points of the
1999 and 2001 Siemens Stock Option Plans, as
approved at the respective annual shareholders
meetings, can be examined as an integral part
of the notarized minutes of the respective
annual shareholders meetings at the Commercial
Registries in Berlin and Munich; they can also
be inspected at the registered offices of Siemens
AG, Wittelsbacherplatz 2, 80333 Munich, and
Nonnendammallee 101, 13629 Berlin, and on the
Internet; such shares of stock may be offered
for purchase to individuals currently or formerly
employed by the Company or any of its subsidiaries,
or they may be granted and transferred with
a holding period of at least 2 years; such
shares of stock may be offered by the Supervisory
Board as stock-based compensation for purchase
to the Members of the Managing Board of Siemens
AG under the same terms and conditions as those
offered to employees of the Company, or they
may be granted and transferred with a holding
period of at least 2 years; the details regarding
stock-based compensation for Managing Board
members are determined by the Supervisory Board;
authorization be implemented once or several
times, severally or jointly, whole or in part
; preemptive rights of shareholders relating
to reacquired Siemens shares shall be excluded
to the extent to which such shares are used
pursuant to the above authorization
9. Beschlussfassung ueber Satzungsaenderungen zur Mgmt No vote
Anpassung an ein neues Gesetz Articles of
Association of the Company
GEGENANTRAEGE SIND JETZT FUER DIESE HAUPTVERSAMMLUNG Non-Voting No vote
VORHANDEN. EINEN LINK ZU ROPOSAL 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.
PLEASE NOTE THAT THIS IS A REVISION DUE TO DETAILED Non-Voting No vote
AGENDA.PLEASE ALSO NOTE THE NEW CUTOFF DATE
18 JAN 2006. 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.
--------------------------------------------------------------------------------------------------------------------------
SOCIETE GENERALE, PARIS Agenda Number: 700922188
--------------------------------------------------------------------------------------------------------------------------
Security: F43638141
Meeting Type: MIX
Meeting Date: 30-May-2006
Ticker:
ISIN: FR0000130809
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A Verification Period exists in France. Please Non-Voting No vote
see http://ics.adp.com/marketguide for complete
information. Verification Period: Registered
Shares: 1 to 5 days prior to the meeting date,
depends on company s by-laws. Bearer Shares:
6 days prior to the meeting date. French
Resident Shareowners must complete, 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: ADP will forward voting instructions
to the Global Custodians that have become Registered
Intermediaries, on ADP 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 ADP.
Trades/Vote Instructions: Since France maintains
a Verification Period, for vote instructions
submitted that have a trade transacted (sell)
for either the full security position or a
partial amount after the vote instruction has
been submitted to ADP and the Global Custodian
advises ADP of the position change via the
account position collection process, ADP has
a process in effect which will advise the Global
Custodian of the new account position available
for voting. This will ensure that the local
custodian is instructed to amend the vote instruction
and release the shares for settlement of the
sale transaction. This procedure pertains to
sale transactions with a settlement date prior
to Meeting Date + 1
O.1 Receive the Board of Directors and the Auditors Mgmt No vote
report, and approve the Company s financial
statements and the balance sheet for the FYE
31 DEC 2005 and the earnings of EUR 3,069,086,820.68;
O.2 Approve the appropriation of profits as follows: Mgmt No vote
net profit for the FY: EUR 3,069,086,820.68;
retained earnings: EUR 4,439,665,572.43; distributable
total: EUR 7,508,752,393.11; retained earnings
account: EUR 1,114,790,006.18; dividend: EUR
1,954,296,814.50; the reserve which amounted
EUR 10,111,265,559.65 after allocation of the
2004 income of EUR 9,238,209,010.49 retained
earnings amounted to EUR 4,439,665,572.43 after
allocation of the 2004 income EUR 5,554,455,578.61
and, the shareholders will receive a net dividend
of EUR 1.25, with a French Tax Code of EUR
4.50 at the 40% allowance; this dividend will
be paid on 06 JUN 2006
O.3 Receive the reports of the Board of Directors Mgmt No vote
and Statutory Auditors and approve the consolidated
financial statements for the said financial
statements and FY
O.4 Approve the Special Auditors report, in accordance Mgmt No vote
with the provisions of Article L.225-22-1,
L.225-38 and L.225-42-1 and followings of the
French Commercial Code
O.5 Approve to renew the term of office to Mr. Robert Mgmt No vote
A. Day as a Director for 4 years
O.6 Approve to renew the term of office to Mr. Elie Mgmt No vote
Cohen as a Director for 4 years
O.7 Appoint Mr. Gianmilio Osculati as a Director Mgmt No vote
for a 4 years
O.8 Appoint Mr. Luc Vandevelde as a Director for Mgmt No vote
a 2-year period
O.9 Approve to allocate EUR 750,000.00 to the Board Mgmt No vote
of Directors as annual fees
O.10 Approve to renew the appointment of Deloitte Mgmt No vote
and Associes Statutory Auditor for the FY s
2006 to 2011
O.11 Approve to renew the appointment of Ernst and Mgmt No vote
Young as Statutory Auditor for the FY s 2006
to 2011
O.12 Approve to renew the appointment of Mr. Alian Mgmt No vote
Pons as Deputy Auditor to the Company Deloitte
Associes for the FY s 2006 to 2011
O.13 Approve to renew the appointment of Mr. Gabriel Mgmt No vote
Galet as Deputy Auditor of the Company Ernst
& Young for the FY s 2006 to 2011
O.14 Authorize the Board, in substitution for the Mgmt No vote
authority of the general meeting on 09 MAY
2005, to trade the Company s shares on the
stock exchange in view of adjusting their price
as per the following conditions: maximum purchase
price: EUR 165.00; minimum selling price: EUR
70.00; and, maximum number of shares 43,428,818
to be traded 10% of the share capital ; maximum
funds invested in the share buybacks: EUR 7,165,754,970.00;
Authority expires at the end of 18 months
; and authorize the Board of Directors to take
all necessary measures and accomplish all necessary
formalities
E.15 Authorize the Board of Directors to increase Mgmt No vote
the share capital, on one or more occasions,
in France or abroad, up to a maximum nominal
amount of EUR 220,000,000.00 by way of issuing
ordinary shares other securities giving access
to the capital up to maximum nominal amount
of EUR 550,000,000.00 by way of capitalizing
reserves, profits, premiums or other means,
provided that such issue is allowed by Law
and under the By-Laws to be carried out through
the issue of bonus shares or the raise of the
par value of the existing shares; the nominal
amount of debt securities issued shall not
exceed EUR 6,000,000,000.00; Authority expires
at the end of 26 months ; this authorization
superseded the authorization granted by Resolution
12 of the shareholders meeting of 29 APR 2006
E.16 Authorize the Board of Directors to increase Mgmt No vote
the share capital, on one or more occasions,
in France or abroad, up to a maximum nominal
amount of EUR 110,000,000.00 by way of issuing
ordinary shares other securities giving access
to the capital up to maximum nominal amount
of EUR 600,000,000.00; Authority expires at
the end of 26 months ; approve that these issues
may be achieved in consideration for securities
which would be brought to Societe Generale
in the framework of a public exchange offer
initiated by the Company concerning the shares
of another Company; this authorization superseded
the authorization granted by Resolution 12
of the shareholders meeting of 29 APR 2006
E.17 Approve that the Board of Directors may decide Mgmt No vote
to increase the number of securities to be
issued in the event of a surplus demand in
the framework of a capital increase, for each
of the issues with or without preferential
subscription right of shareholder, within 30
days of the closing of the subscription period
and up to a maximum of 15% of general meeting
proxy services initial issue, at the same price
as the one of the initial issuance, Authority
expires at the end of 26 months ; to take all
necessary measures and accomplish all necessary
formalities
E.18 Authorize the Board, to increase the share capital Mgmt No vote
by up to 10%, in consideration for the contribution
in kind granted to the Company and comprised
of capital securities given access to share
capital without preferential subscription right;
Authority expires at the end of 26 months
; to take all necessary measures and accomplish
all necessary formalities; authorize the Board
of Directors to take all necessary measures
and accomplish all necessary formalities
E.19 Authorize the Board, in substitution for the Mgmt No vote
existing authority to the shareholder on 29
APR 2004, to increase the share capital, on
one or more occasions, at its sole discretion,
in favor of Members of the Company or a Group
Savings Plan belonging to Societe Generale
or related Companies; Authority expires at
the end of 26 months ; for an amount that not
exceeding EUR 16,300,000.00; and authorize
the Board of Directors to take all necessary
measures and accomplish all necessary formalities
E.20 Authorize the Board of Directors, in substitution Mgmt No vote
for authority granted by the shareholders
meeting in Resolution 16 on 29 APR 2004, to
grant in one or more transactions, in favor
of employees and corporate officers of the
Company and related Companies, options to subscribe
for new shares in the Company to be issued
through a share capital increase, or to purchase
existing shares purchased by the Company, it
being provided the options shall not give rights
to a total number of shares, which shall exceed
4% of the share capital, Authority expires
at the end of 26 months ; and authorize the
Board of Directors to take all necessary measures
and accomplish all necessary formalities
E.21 Authorize the Board, in substitution for the Mgmt No vote
authority granted by the shareholders meeting
in Resolution 11 on 09 MAY 2005, to grant for
free existing or future shares, in favor of
the Executive Employees or classed as such
or some of the executive categories, as well
as in favor of the Corporate Officers of the
Company and related Companies, within the limit
of 2% of the share capital and the ceiling
of 4% of the capital representing on overall
ceiling for Resolutions 20 and 21, they may
not represent more than 4% of the share capital,
Authority expires at the end of 26 months
; and authorize the Board of Directors to take
all necessary measures and accomplish all necessary
formalities
E.22 Authorize the Board of Directors to cancel, Mgmt No vote
on one or more occasions, and at its sole discretion,
all or part of the shares held by the Company
in connection with a Stock Repurchase Plan,
up to a maximum of 10% of the total number
of shares, over a 24-month period; Authority
expires at the end of 26 months in substitution
for authority granted by the shareholders
meeting in Resolution 17 on 29 APR 2004
E.23 Authorize all the powers to the bearer of an Mgmt No vote
original, a copy or extract of the minutes
of this meeting to carry out all fillings,
publications and other formalities prescribed
by Law
--------------------------------------------------------------------------------------------------------------------------
SOUTHERN COPPER CORPORATION Agenda Number: 932490345
--------------------------------------------------------------------------------------------------------------------------
Security: 84265V105
Meeting Type: Annual
Meeting Date: 11-May-2006
Ticker: PCU
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
EMILIO CARRILLO GAMBOA Mgmt Withheld Against
J.F. COLLAZO GONZALEZ Mgmt Withheld Against
X.G. DE QUEVEDO TOPETE Mgmt Withheld Against
OSCAR GONZALEZ ROCHA Mgmt Withheld Against
J.E. GONZALEZ FELIX Mgmt Withheld Against
HAROLD S. HANDELSMAN Mgmt For For
GERMAN L. MOTA-VELASCO Mgmt Withheld Against
GENARO L. MOTA-VELASCO Mgmt Withheld Against
ARMANDO ORTEGA GOMEZ Mgmt Withheld Against
JUAN REBOLLEDO GOUT Mgmt Withheld Against
LUIS M PALOMINO BONILLA Mgmt For For
GILBERTO P. CIFUENTES Mgmt For For
CARLOS RUIZ SACRISTAN Mgmt For For
2A APPROVE AMENDMENTS TO THE BY-LAWS PROPOSING Mgmt Against Against
TO ELIMINATE CERTAIN EXTRANEOUS PROVISIONS
RELATING TO OUR RETIRED SERIES OF CLASS A COMMON
STOCK.
2B APPROVE AMENDMENTS TO THE BY-LAWS PROPOSING Mgmt For For
TO INTRODUCE A NEW PROVISION FOR ADVANCE NOTICE
TO SHAREHOLDERS SEEKING TO NOMINATE DIRECTORS
OR TO PROPOSE OTHER BUSINESS AT ANNUAL OR SPECIAL
MEETINGS OF THE COMMON STOCKHOLDERS (AS APPLICABLE).
2C APPROVE AMENDMENTS TO THE BY-LAWS PROPOSING Mgmt For For
TO SUBSTITUTE GRUPO MEXICO FOR ASARCO INCORPORATED
IN THE CHANGE IN CONTROL DEFINITION IN OUR
BY-LAWS.
2D APPROVE AMENDMENTS TO THE BY-LAWS PROPOSING Mgmt Against Against
TO ELIMINATE THE 80% SUPERMAJORITY VOTE REQUIREMENT
FOR CERTAIN CORPORATE ACTIONS.
03 APPROVE AMENDMENTS TO THE AMENDED AND RESTATED Mgmt For For
CERTIFICATE OF INCORPORATION.
04 RATIFY THE AUDIT COMMITTEE S SELECTION OF PRICEWATERHOUSECOOPERSMgmt For For
S.C. AS INDEPENDENT ACCOUNTANTS FOR 2006.
--------------------------------------------------------------------------------------------------------------------------
SPRINT CORPORATION Agenda Number: 932364502
--------------------------------------------------------------------------------------------------------------------------
Security: 852061100
Meeting Type: Annual
Meeting Date: 13-Jul-2005
Ticker: S
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 AMENDMENT TO SPRINT S ARTICLES OF INCORPORATION Mgmt For For
TO INCREASE THE NUMBER OF AUTHORIZED SHARES
OF SPRINT SERIES 1 COMMON STOCK.
02 AMENDMENT TO SPRINT S ARTICLES OF INCORPORATION Mgmt For For
TO CREATE THE CLASS OF NON-VOTING COMMON STOCK
AND CREATE THE NINTH SERIES PREFERRED STOCK
AND ADD A PROVISION STATING THAT STOCKHOLDER
APPROVAL IS NOT REQUIRED FOR THE ACQUISITION
BY SPRINT NEXTEL OF NON-VOTING COMMON STOCK
OR THE NINTH SERIES PREFERRED STOCK FROM A
HOLDER OF THAT STOCK.
03 ADOPTION OF THE SPRINT NEXTEL AMENDED AND RESTATED Mgmt For For
ARTICLES OF INCORPORATION.
04 ISSUANCE OF SPRINT NEXTEL SERIES 1 COMMON STOCK, Mgmt For For
NON-VOTING COMMON STOCK AND THE NINTH SERIES
PREFERRED STOCK IN THE MERGER.
05 POSSIBLE ADJOURNMENT OF THE SPRINT ANNUAL MEETING. Mgmt For For
06 DIRECTOR
GORDON M. BETHUNE Mgmt For For
DR. E. LINN DRAPER, JR. Mgmt For For
JAMES H. HANCE, JR. Mgmt For For
DEBORAH A. HENRETTA Mgmt For For
IRVINE O. HOCKADAY, JR. Mgmt For For
LINDA KOCH LORIMER Mgmt For For
GERALD L. STORCH Mgmt For For
WILLIAM H. SWANSON Mgmt For For
07 TO RATIFY APPOINTMENT OF KPMG LLP AS INDEPENDENT Mgmt For For
AUDITORS OF SPRINT FOR 2005.
08 STOCKHOLDER PROPOSAL CONCERNING SENIOR EXECUTIVE Shr Against For
RETIREMENT BENEFITS.
--------------------------------------------------------------------------------------------------------------------------
SPRINT NEXTEL CORPORATION Agenda Number: 932451773
--------------------------------------------------------------------------------------------------------------------------
Security: 852061100
Meeting Type: Annual
Meeting Date: 18-Apr-2006
Ticker: S
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
KEITH J. BANE Mgmt For For
GORDON M. BETHUNE Mgmt For For
TIMOTHY M. DONAHUE Mgmt For For
FRANK M. DRENDEL Mgmt For For
GARY D. FORSEE Mgmt For For
JAMES H. HANCE, JR. Mgmt For For
V. JANET HILL Mgmt For For
IRVINE O. HOCKADAY, JR. Mgmt For For
WILLIAM E. KENNARD Mgmt For For
LINDA KOCH LORIMER Mgmt For For
STEPHANIE M. SHERN Mgmt For For
WILLIAM H. SWANSON Mgmt For For
02 TO RATIFY APPOINTMENT OF KPMG LLP AS INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM OF SPRINT
NEXTEL FOR 2006.
03 SHAREHOLDER PROPOSAL CONCERNING MAJORITY VOTING. Shr For Against
04 SHAREHOLDER PROPOSAL CONCERNING CUMULATIVE VOTING. Shr For Against
--------------------------------------------------------------------------------------------------------------------------
STANDARD CHARTERED PLC Agenda Number: 700913052
--------------------------------------------------------------------------------------------------------------------------
Security: G84228157
Meeting Type: AGM
Meeting Date: 04-May-2006
Ticker:
ISIN: GB0004082847
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Receive the annual report for the YE 31 DEC Mgmt For For
2005
2. Declare a final dividend of 45.06 US cents per Mgmt For For
ordinary share for the YE 31 DEC 2005
3. Approve the Directors remuneration report for Mgmt For For
the YE 31 DEC 2005
4. Re-elect Mr. E. M. Davies as a Director Mgmt For For
5. Re-elect Mr. N. B. DeNoma as a Director Mgmt For For
6. Re-elect Mr. P. A. Sands as a Director Mgmt For For
7. Re-elect Sir C. K. Chow as a Director Mgmt For For
8. Re-elect Mr. R. H. P. Markham as a Director Mgmt For For
9. Re-elect Mr. H. E. Norton as a Director Mgmt For For
10. Re-elect Mr. B. K. Sanderson, the Group Chairman, Mgmt For For
as a Director
11. Re-appoint KPMG Audit Plc as the Auditor of Mgmt For For
the Company until the end of next year s AGM
12. Authorize the Board to set the Auditor s fees Mgmt For For
13. Authorize the Board to allot relevant securities Mgmt For For
(as defined in the Companies Act 1985), such
authority is limited to: a) the allotment of
relevant securities up to a total nominal value
of USD 131,986,987 not greater than 20% of
the issued ordinary share capital of the Company
; b) the allotment when combined with any
allotment made as specified of relevant securities
up to a total nominal value of USD 219,978,312
in connection with: i) an offer of relevant
securities open for a period decided on by
the Board: A) to ordinary shareholders on the
register on a particular date excluding any
holder holding shares as treasury shares ,
in proportion as nearly as may be to their
existing holdings for this purpose both any
holder holding shares as treasury shares and
the treasury shares held by him ; and B) to
people who are registered on a particular date
as holders of other classes of equity securities
excluding any holder holding shares as treasury
shares , if this is required by the rights
of those securities or, if the Board considers
it appropriate, as permitted by the rights
of those securities; and so that the Board
may impose any limits or restrictions and make
any arrangements which it considers necessary
or appropriate to deal with fractional entitlements,
legal, regulatory or practical problems in,
or under the laws of, any territory or any
other matter; and (ii) a scrip dividend scheme
or similar arrangement implemented in accordance
with the Articles of Association of the Company;
c) the allotment of relevant securities pursuant
to the terms of any existing share scheme of
the Company or any of its subsidiary undertakings
adopted prior to the date of this meeting;
such authority to apply for the period from
04 MAY 2006 until the earlier of the end of
next year s AGM and 03 AUG 2007, so that the
Company may make offers end enter into agreements
during the relevant period which would, or
might, require relevant securities to be allotted
after the authority ends and the Board may
allot relevant securities under any such offer
or agreement, as if the authority had not ended
14. Authorize the Board to allot relevant securities Mgmt For For
up to a total nominal value of USD 131,986,987
pursuant to Resolution 13 be extended by the
addition of such number of ordinary shares
of USD 0.50 each representing the nominal amount
of the Company s share capital repurchased
by the Company under the authority granted
pursuant to Resolution 16
S.15 Authorize the Board, subject to the passing Mgmt For For
of Resolution 13, to allot equity securities
as defined in the Companies Act 1986 for
cash under the authority given by that resolution
and/or where the allotment constitutes an allotment
of equity securities by virtue of Section 94(3A)
of the Companies Act 1985, free of the restriction
in Section 89(1) of the Companies Act 1985,
such power to be limited to: a) the allotment
of equity securities in connection with en
offer of equity securities open for a period
decided on by the Board: i) to ordinary shareholders
on the register on a particular date excluding
any holder holding shares as treasury shares
, in proportion to their existing holdings
ignoring for this purpose both any holder
holding shares as treasury shares and the treasury
shares held by him ; and ii) to people who
are registered on a particular date as holders
of other classes of equity securities excluding
any holder holding shares as treasury shares
, if this is required by the rights of those
securities or; if the Board considers it appropriate,
as permitted by the rights of those securities,
and so that the Board may impose any limits
or restrictions and make any arrangements which
it considers necessary or appropriate to deal
fractional entitlements, legal, regulatory
or practical problems in, or under the laws
of, any territory or any other matter; and
b) the allotment otherwise than under a) above
of equity securities up to a total nominal
value of USD 32,996,746; Authority to apply
from 04 MAY 2006 until the of the end of next
years AGM and 03 AUG 2007 , but during this
period the Company may make offers, and enter
into agreements, which would, or might, require
equity securities to be allotted after the
power ends and the Board may allot equity securities
under any such offer or agreement as if the
power had not ended
S.16 Authorize the Company, generally and without Mgmt For For
conditions, to make market purchases as defined
in the Companies Act 1985 of its ordinary
shares of USD 0.50 each, provided that: a)
the Company does not purchase more than 131,986,987
shares under this authority b) the Company
does not pay less for each share before expenses
than USD 0.50 or the equivalent in the currency
in which the purchase is made, calculated by
reference to a spot exchange rate for the purchase
of US dollars with such other currency as displayed
on the appropriate page of the Reuters screen
at or around 11.00 am London time on the
business day before the day the Company agrees
to buy the shares ; and c) the Company does
not pay more for each share than 5% over the
average of the middle market prices of the
ordinary shares according to the Daily Official
list of the London Stock Exchange for the five
business days immediately before the date on
which the Company to buy the shares and the
price stipulated by Article 5(1) of the Buy-Back
and Stabilisation Regulation EC No. 2273/2003
; Authority expires earlier to apply from
04 MAY 2006 until the earlier of the end of
next year s AGM and 03 AUG 2007 unless previously
cancelled or varied by the Company general
meeting, but during this period the Company
may agree to purchase shares where the purchase
may not be completed fully or partly until
after the authority ends and may make a purchase
of ordinary shares in accordance with any such
agreement as if the authority had not ended
S.17 Authorize the Company, generally and without Mgmt For For
conditions, to make market purchases as defined
in the Companies Act 1985 of up to 328,388
dollar preference shares and up to 195,285,000
starling preference shares provided that: a)
the Company does not pay less for each share
before expenses than the nominal value of
the share or the equivalent in the currency
in which the purchase is made, calculated by
reference to the spot exchange rate for the
purchase of the currency in which the relevant
share is denominated with such other currency
as displayed on the appropriate page of the
Reuters screen at or around 11.00 am London
time on the business day before the day the
Company agrees to buy the shares ; and b) the
Company does not pay more: i) for each sterling
preference share before expenses than 25%
over the average of the middle market prices
of such shares according to the daily official
list of the London Stock Exchange for the 10
business days immediately before the date on
which the Company agrees to buy the shares;
and ii) for each dollar preference share before
expenses than 25% over the average of the
middle market prices of such shares according
to the daily official list of the London Stock
Exchange for the ten business days immediately
before the date on which the Company agrees
to buy the shares; Authority to apply from
04 MAY 2006 until the end of next year s AGM
and 03 AUG 2007 unless previously cancelled
or varied by the Company in general meeting,
but during this period the Company may agree
to purchase shares where the purchase may not
be completed fully or partly until after
the authority ends and may make a purchase
of shares in accordance with any such agreement
as if the authority had not ended
18. Authorize the Company, in accordance with Section Mgmt For For
347C of the Companies Act 1985, as amended,
to make donations to EU political organizations
and/or to incur EU political expenditure as
specified under Section 347A of the Companies
Act 1985, as amended provided that; i) such
donations to EU political organizations shall
not when aggregated with any donations to
EU political organizations made by the Standard
Chartered Bank in the relevant period in total
exceed the sum of GBP 100,000 or the equivalent
in 1 or more other currencies translated at
such rates s as the Directors of the Company
shall consider appropriate ; and ii) such EU
political expenditure shall not when aggregated
with any EU political expenditure incurred
by Standard Chartered Bank in the relevant
period in total exceed the sum of GBP 100,000
or the equivalent in 1 or more other currencies
translated at such rates(s) as the Directors
of the Company shall consider appropriate;
Authority expires on the earlier of the end
of next year s AGM and 03 AUG 2007 ; the Company
may enter into a contract or undertaking this
authority before its expiry which would or
might be performed wholly or partly after its
expiry and may make donations to political
organizations and/or incur EU political expenditure
pursuant to such contract or understanding
19. Authorize the Company, in accordance with Section Mgmt For For
347D of the Companies Act 1985, to make donations
to EU political organizations and/or to incur
EU political expenditure as specified under
Section 347A of the Companies Act 1985, as
amended provided that; i) such donations to
EU political organizations shall not when
aggregated with any donations to EU political
organizations made by the Company in the relevant
period in total exceed the sum of USD 100,000
or the equivalent in 1 or more other currencies
translated at such rates(s) as the Directors
of the Company shall consider appropriate ;
and ii) such EU political expenditure shall
not when aggregated with any EU political
expenditure incurred by Company in the relevant
period in total exceed the sum of USD 100,000
or the equivalent in 1 or more other currencies
translated at such rate(s) as the Directors
of the Company shall consider appropriate;
Authority expires on the earlier of the end
of next year s AGM and 03 AUG 2007 ; the Company
may enter into a contract or undertaking this
authority before its expiry which would or
might be performed wholly or partly after its
expiry and may make donations to political
organizations and/or incur EU political expenditure
pursuant to such contract or understanding
20. Amend the rules of the Standard Chartered 2001 Mgmt For For
Performance Share Plan to reflect the changes
as specified and authorize the Board to do
anything which it considers necessary or desirable
to give effect to these changes
21. Approve the Standard Chartered 2006 Restricted Mgmt For For
Share Scheme as specified and authorize the
Board to do anything which it considers necessary
or desirable to carry the same into effect
and to make such changes as it may consider
--------------------------------------------------------------------------------------------------------------------------
STARWOOD HOTELS & RESORTS WORLDWIDE, INC. Agenda Number: 932488302
--------------------------------------------------------------------------------------------------------------------------
Security: 85590A203
Meeting Type: Annual
Meeting Date: 02-May-2006
Ticker: HOT
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
HEYER Mgmt Withheld Against
BARSHEFSKY Mgmt Withheld Against
CHAPUS Mgmt Withheld Against
DUNCAN Mgmt Withheld Against
GALBREATH Mgmt For For
HIPPEAU Mgmt Withheld Against
QUAZZO Mgmt Withheld Against
RYDER Mgmt Withheld Against
YIH Mgmt Withheld Against
YOUNGBLOOD Mgmt Withheld Against
02 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS THE COMPANY S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2006.
--------------------------------------------------------------------------------------------------------------------------
STATOIL ASA Agenda Number: 700917098
--------------------------------------------------------------------------------------------------------------------------
Security: R8412T102
Meeting Type: AGM
Meeting Date: 10-May-2006
Ticker:
ISIN: NO0010096985
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
IMPORTANT MARKET PROCESSING REQUIREMENT: A Non-Voting No vote
BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA)
IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR
VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE
OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE
REJECTED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
AT ADP. THANK YOU.
MARKET RULES REQUIRE ADP TO DISCLOSE BENEFICIAL Non-Voting No vote
OWNER INFORMATION FOR ALL VOTED ACCOUNTS.
IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS,
YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH
BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION
TO YOUR ADP CLIENT SERVICE REPRESENTATIVE.
THIS INFORMATION IS REQUIRED IN ORDER FOR
ADP TO LODGE YOUR VOTE.
1. Opening of the AGM by the Chair of the Corporate Mgmt For For
Assembly
2. Elect the attending shareholders and proxies Mgmt For For
3. Elect a Chair of the meeting Mgmt For For
4. Elect a person to co-sign the minutes together Mgmt For For
with the Chair of the meeting
5. Approve the notice and the agenda Mgmt For For
6. Approve the annual report and the accounts for Mgmt For For
the Statoil Asa and the Statoil Group for 2005,
including the Board of Directors proposal
for the distribution of the dividend; a dividend
of NOK 8.20 per share
7. Approve the remuneration of the Company s Auditor Mgmt For For
8. Elect 8 Members and 3 Deputy Members to the Mgmt For For
corporate assembly
9. Approve to determine the remuneration for the Mgmt For For
Members of the corporate assembly
10. Amend the Articles of Association, Section 11-Election Mgmt For For
Committee
11. Elect the Members of the Election Committee Mgmt For For
12. Approve to determine the remuneration for the Mgmt For For
Members to the Election Committee
13. Approve to reduce NOK 58.6 Million in the share Mgmt For For
capital through share cancellation
14. Grant authority to acquire Statoil shares in Mgmt For For
the market for subsequent annulment
15. Grant authority to acquire Statoil shares in Mgmt For For
the market in order to continue implementation
of the share saving plan for employees
--------------------------------------------------------------------------------------------------------------------------
TELECOM CORP NEW ZEALAND LTD Agenda Number: 700785679
--------------------------------------------------------------------------------------------------------------------------
Security: Q89499109
Meeting Type: AGM
Meeting Date: 06-Oct-2005
Ticker:
ISIN: NZTELE0001S4
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Authorize the Directors to fix the Auditors Mgmt No vote
remuneration
2. Re-elect Mr. Rod Mcgeoch as a Director of Telecom Mgmt No vote
3. Re-elect Mr. Michael Tyler as a Director of Mgmt No vote
Telecom
4. Re-elect Mr. Wayne Boyd as a Director of Telecom Mgmt No vote
5. Re-elect Mr. Rob Mcleod as a Director of Telecom Mgmt No vote
6. Amend the Telecom s Constitution, effective Mgmt No vote
immediately as specified
--------------------------------------------------------------------------------------------------------------------------
TELECOM CORP NEW ZEALAND LTD Agenda Number: 700801358
--------------------------------------------------------------------------------------------------------------------------
Security: Q89499109
Meeting Type: AGM
Meeting Date: 06-Oct-2005
Ticker:
ISIN: NZTELE0001S4
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Authorize Board to Fix The Remuneration of the Mgmt No vote
Auditors
2. Elect Mr. Roderick Deane as Director Mgmt No vote
3. Elect Mr. Paul Baines as Director Mgmt No vote
4. Elect Ms. Patsy Reddy as Director Mgmt No vote
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 254767 DUE TO CHANGE IN THE AGENDA. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
THE BANK OF NOVA SCOTIA Agenda Number: 932435399
--------------------------------------------------------------------------------------------------------------------------
Security: 064149107
Meeting Type: Annual
Meeting Date: 03-Mar-2006
Ticker: BNS
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A DIRECTOR
RONALD A. BRENNEMAN Mgmt For For
C.J. CHEN Mgmt For For
N. ASHLEIGH EVERETT Mgmt For For
JOHN C. KERR Mgmt For For
HON. MICHAEL J.L. KIRBY Mgmt For For
LAURENT LEMAIRE Mgmt For For
JOHN T. MAYBERRY Mgmt For For
HON.BARBARA J.MCDOUGALL Mgmt For For
ELIZABETH PARR-JOHNSTON Mgmt For For
A.E. ROVZAR DE LA TORRE Mgmt For For
ARTHUR R.A. SCACE Mgmt For For
GERALD W. SCHWARTZ Mgmt For For
ALLAN C. SHAW Mgmt For For
PAUL D. SOBEY Mgmt For For
BARBARA S. THOMAS Mgmt For For
RICHARD E. WAUGH Mgmt For For
B APPOINTMENT OF KPMG LLP AS AUDITOR Mgmt For For
C SHAREHOLDER PROPOSAL NO. 1 Shr Against For
D SHAREHOLDER PROPOSAL NO. 2 Shr Against For
E SHAREHOLDER PROPOSAL NO. 3 Shr Against For
--------------------------------------------------------------------------------------------------------------------------
THE MAY DEPARTMENT STORES COMPANY Agenda Number: 932359917
--------------------------------------------------------------------------------------------------------------------------
Security: 577778103
Meeting Type: Annual
Meeting Date: 13-Jul-2005
Ticker: MAY
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 APPROVE AND ADOPT THE AGREEMENT AND PLAN OF Mgmt For For
MERGER, DATED AS OF FEBRUARY 27, 2005, BY AND
AMONG THE MAY DEPARTMENT STORES COMPANY, FEDERATED
DEPARTMENT STORES, INC. AND MILAN ACQUISITION
LLC, A WHOLLY OWNED SUBSIDIARY OF FEDERATED
DEPARTMENT STORES, INC. AND THE TRANSACTIONS
CONTEMPLATED BY THE MERGER AGREEMENT, INCLUDING
THE MERGER.
02 DIRECTOR
MARSHA J. EVANS Mgmt For For
DAVID B. RICKARD Mgmt For For
JOYCE M. ROCHE Mgmt For For
R. DEAN WOLFE Mgmt For For
03 ADOPT AN AMENDMENT TO MAY S CERTIFICATE OF INCORPORATION Mgmt For For
TO PROVIDE FOR ANNUAL ELECTION OF DIRECTORS.
04 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTING FIRM.
05 APPROVE ADJOURNMENTS OR POSTPONEMENTS OF THE Mgmt For For
MAY ANNUAL MEETING, IF NECESSARY, TO PERMIT
FURTHER SOLICITATION OF PROXIES IF THERE ARE
NOT SUFFICIENT VOTES AT THE TIME OF THE MAY
ANNUAL MEETING TO APPROVE THE ABOVE PROPOSALS.
--------------------------------------------------------------------------------------------------------------------------
THE STANLEY WORKS Agenda Number: 932471585
--------------------------------------------------------------------------------------------------------------------------
Security: 854616109
Meeting Type: Annual
Meeting Date: 26-Apr-2006
Ticker: SWK
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
EILEEN S. KRAUS Mgmt Withheld Against
LAWRENCE A. ZIMMERMAN Mgmt For For
02 TO APPROVE ERNST & YOUNG LLP AS INDEPENDENT Mgmt For For
AUDITORS FOR THE YEAR 2006.
03 TO APPROVE THE STANLEY WORKS 2006 MANAGEMENT Mgmt For For
INCENTIVE COMPENSATION PLAN.
04 TO APPROVE AMENDMENTS TO THE STANLEY WORKS 2001 Mgmt For For
LONG-TERM INCENTIVE PLAN AND THE STANLEY WORKS
1997 LONG-TERM INCENTIVE PLAN.
05 TO VOTE ON A SHAREHOLDER PROPOSAL URGING THE Shr For Against
BOARD OF DIRECTORS TO TAKE THE NECESSARY STEPS
TO REQUIRE THAT ALL MEMBERS OF THE BOARD OF
DIRECTORS BE ELECTED ANNUALLY.
--------------------------------------------------------------------------------------------------------------------------
TOTAL SA, COURBEVOIE Agenda Number: 700911236
--------------------------------------------------------------------------------------------------------------------------
Security: F92124100
Meeting Type: MIX
Meeting Date: 12-May-2006
Ticker:
ISIN: FR0000120271
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A Verification Period exists in France. Please Non-Voting No vote
see http://ics.adp.com/marketguide for complete
information. Verification Period: Registered
Shares: 1 to 5 days prior to the meeting date,
depends on company s by-laws. Bearer Shares:
6 days prior to the meeting date. French
Resident Shareowners must complete, 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: ADP will forward voting instructions
to the Global Custodians that have become Registered
Intermediaries, on ADP 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 ADP.
Trades/Vote Instructions: Since France
maintains a Verification Period, for vote instructions
submitted that have a trade transacted (sell)
for either the full security position or a
partial amount after the vote instruction has
been submitted to ADP and the Global Custodian
advises ADP of the position change via the
account position collection process, ADP has
a process in effect which will advise the Global
Custodian of the new account position available
for voting. This will ensure that the local
custodian is instructed to amend the vote instruction
and release the shares for settlement of the
sale transaction. This procedure pertains
to sale transactions with a settlement date
prior to Meeting Date + 1
O.1 Receive the report of the Directors and the Mgmt No vote
Auditor s general report; approves the Company
s financial statements and the balance sheet
for the YE 31 DEC 2005
O.2 Approve the report of the Board of Directors Mgmt No vote
and the Statutory Auditors and the consolidated
financial statements for the said FY
0.3 Approve that the income for the FY be appropriated Mgmt No vote
as follows: earnings for the FY: 4,142,954,352.00;
available retained earnings: EUR 1,458,995,601.00;
amount to be allocated: EUR 5,601,949,953.00;
total dividend: EUR 4,005,393,598.00 retained
earnings: EUR 1,596,556,355.00; the shareholders
will receive a net dividend of EUR 6.48 per
share of EUR 10.00 face value; the shareholders
meeting reminds an interim dividend of EUR
3.00, entitling natural persons domiciled in
France to the 50 % allowance provided by the
French Tax Code, was already paid on 24 NOV
2005 and the remaining dividend of EUR 3.48
will be paid on 18 MAY, 2006, and will entitle
natural persons domiciled in France to the
40% allowance provided by the French Tax Code
O.4 Authorize the Board of Directors to transfer Mgmt No vote
the amount of EUR 2,807,661,894.50 posted to
the special reserve of long-term capital gains
to the retained earnings account, in the event
of an option exercise pursuant to Article 39
of the amended Finance Law for the year 2004
O.5 Acknowledge the special report of the Auditors Mgmt No vote
on agreements governed by Article L.225-38
of the French Commercial Code; and approve
said report and the agreements referred to
therein
O.6 Authorizes the Board of Directors, in supersession Mgmt No vote
of the fraction unused of the authorization
granted by the combined shareholders meeting
of 17 MAY 2005 in its Resolution No. 5, to
purchase or sell company s shares in connection
with the implementation of a Stock Repurchase
Plan, subject to the conditions described below:
maximum purchase price: EUR 300.00 per share
of a par value of EUR 10.00, maximum number
of shares to be acquired: 10 % of the share
capital, i.e. 27,262,297 shares of a par value
of EUR 10.00; maximum funds invested in the
share buybacks: EUR 8,178,689,100.00; Authority
expires at the end of 18 months ; to take all
necessary measures and accomplish all necessary
formalities this authorization
O.7 Appoint Ms. Anne Lauvergeon as a Director for Mgmt No vote
a 3-year period
O.8 Appoint Mr. Daniel Bouton as a Director for Mgmt No vote
a 3-year period
O.9 Appoint Mr. Bertrand Collomb as a Director for Mgmt No vote
a 3-year period
O.10 Appoint Mr. Antoine Jeancourt-Galignani as a Mgmt No vote
Director for a 3-year period
O.11 Appoint Mr. Michel Pebereau as a Director for Mgmt No vote
a 3-year period
O.12 Appoint Mr. Pierre Vaillaud as a Director for Mgmt No vote
a 3-year period
O.13 Appoint Mr. Christophe De Margerie as a Director Mgmt No vote
for a 3-year period
E.14 Acknowledge the Contribution Agreement based Mgmt No vote
on the spin-offs legal framework, established
by private agreement on 15 MAR 2006, under
which it is stated that Total S.A. shall grant
its shares to Arkema in the Companies Arkema
France, Societe De Development Arkema S.D.A
, Arkema Finance France, Mimosa and Arkema
Europe holdings BV; and approve all the terms
of the Contribution Agreement and the contribution
of a net value of EUR 1,544,175,344.82 that
will come into effect on its effective date
in consideration for this contribution, Arkema
will increase the share capital by a nominal
amount of EUR 605,670,910.00, by the creation
of 60,567,091 shares, according to an exchange
ratio of 1 Arkema share against 10 Total S.A.
shares the number of shares and the nominal
amount of capital increase will be adjusted
according to then number of Company shares
entitled to the allocation of Arkema shares,
as the amount of capital increase is equal
to the number of Arkema shares allocated by
the Company to its own shareholders multiplied
by the par value of the Arkema share, within
the limit of a maximum nominal amount of capital
increase in consideration for the contribution
of EUR 609,670,910.00 by way of issuing a maximum
number of 60,967,091 new Arkema shares these
new shares will be assimilated in all respects
to the existing shares, will be subject to
the statutory provisions and will grant entitlement
to any distribution of dividend as from 01
Jan 2005; the Arkema shares contribution of
EUR 1,544,175,344.82 shall count against the
issuance and contribution premium account which
amounted to EUR 34,563,052,123.17 and will
amount to EUR 33,018,876,778.35; and to the
Chairman of the Board of Directors to take
all necessary measures and accomplish all necessary
formalities
E.15 Approve to reduce the nominal value of the shares Mgmt No vote
from EUR 10.00 to EUR 2.50; the number of exiting
share will be multiplied by 4; authorize the
Board of the Directors to all necessary measure;
and amend Article 6
E.16 Amend Article 11-3 of the By-Laws: each Directors Mgmt No vote
shall hold at least 1,000 shares during his/her
term of office
--------------------------------------------------------------------------------------------------------------------------
TOTAL SA, COURBEVOIE Agenda Number: 700946710
--------------------------------------------------------------------------------------------------------------------------
Security: F92124100
Meeting Type: MIX
Meeting Date: 12-May-2006
Ticker:
ISIN: FR0000120271
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
A Verification Period exists in France. Please Non-Voting No vote
see http://ics.adp.com/marketguide for complete
information. Verification Period: Registered
Shares: 1 to 5 days prior to the meeting date,
depends on company s by-laws. Bearer Shares:
6 days prior to the meeting date. French
Resident Shareowners must complete, 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: ADP will forward voting instructions
to the Global Custodians that have become Registered
Intermediaries, on ADP 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 ADP.
Trades/Vote Instructions: Since France
maintains a Verification Period, for vote instructions
submitted that have a trade transacted (sell)
for either the full security position or a
partial amount after the vote instruction has
been submitted to ADP and the Global Custodian
advises ADP of the position change via the
account position collection process, ADP has
a process in effect which will advise the Global
Custodian of the new account position available
for voting. This will ensure that the local
custodian is instructed to amend the vote instruction
and release the shares for settlement of the
sale transaction. This procedure pertains
to sale transactions with a settlement date
prior to Meeting Date + 1
PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote
ID 296923 DUE TO ADDITIONAL RESOLUTIONS. ALL
VOTES RECEIVED ON THE PREVIOUS MEETING WILL
BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT
ON THIS MEETING NOTICE. THANK YOU.
O.1 Receive the report of the Directors and the Mgmt No vote
Auditor s general report; approves the Company
s financial statements and the balance sheet
for the YE 31 DEC 2005
O.2 Approve the report of the Board of Directors Mgmt No vote
and the Statutory Auditors and the consolidated
financial statements for the said FY
0.3 Approve that the income for the FY be appropriated Mgmt No vote
as follows: earnings for the FY: 4,142,954,352.00;
available retained earnings: EUR 1,458,995,601.00;
amount to be allocated: EUR 5,601,949,953.00;
total dividend: EUR 4,005,393,598.00 retained
earnings: EUR 1,596,556,355.00; the shareholders
will receive a net dividend of EUR 6.48 per
share of EUR 10.00 face value; the shareholders
meeting reminds an interim dividend of EUR
3.00, entitling natural persons domiciled in
France to the 50 % allowance provided by the
French Tax Code, was already paid on 24 NOV
2005 and the remaining dividend of EUR 3.48
will be paid on 18 MAY, 2006, and will entitle
natural persons domiciled in France to the
40% allowance provided by the French Tax Code
O.4 Authorize the Board of Directors to transfer Mgmt No vote
the amount of EUR 2,807,661,894.50 posted to
the special reserve of long-term capital gains
to the retained earnings account, in the event
of an option exercise pursuant to Article 39
of the amended Finance Law for the year 2004
O.5 Acknowledge the special report of the Auditors Mgmt No vote
on agreements governed by Article L.225-38
of the French Commercial Code; and approve
said report and the agreements referred to
therein
O.6 Authorizes the Board of Directors, in supersession Mgmt No vote
of the fraction unused of the authorization
granted by the combined shareholders meeting
of 17 MAY 2005 in its Resolution No. 5, to
purchase or sell company s shares in connection
with the implementation of a Stock Repurchase
Plan, subject to the conditions described below:
maximum purchase price: EUR 300.00 per share
of a par value of EUR 10.00, maximum number
of shares to be acquired: 10 % of the share
capital, i.e. 27,262,297 shares of a par value
of EUR 10.00; maximum funds invested in the
share buybacks: EUR 8,178,689,100.00; Authority
expires at the end of 18 months ; to take all
necessary measures and accomplish all necessary
formalities this authorization
O.7 Appoint Ms. Anne Lauvergeon as a Director for Mgmt No vote
a 3-year period
O.8 Appoint Mr. Daniel Bouton as a Director for Mgmt No vote
a 3-year period
O.9 Appoint Mr. Bertrand Collomb as a Director for Mgmt No vote
a 3-year period
O.10 Appoint Mr. Antoine Jeancourt-Galignani as a Mgmt No vote
Director for a 3-year period
O.11 Appoint Mr. Michel Pebereau as a Director for Mgmt No vote
a 3-year period
O.12 Appoint Mr. Pierre Vaillaud as a Director for Mgmt No vote
a 3-year period
O.13 Appoint Mr. Christophe De Margerie as a Director Mgmt No vote
for a 3-year period
E.14 Acknowledge the Contribution Agreement based Mgmt No vote
on the spin-offs legal framework, established
by private agreement on 15 MAR 2006, under
which it is stated that Total S.A. shall grant
its shares to Arkema in the Companies Arkema
France, Societe De Development Arkema S.D.A
, Arkema Finance France, Mimosa and Arkema
Europe holdings BV; and approve all the terms
of the Contribution Agreement and the contribution
of a net value of EUR 1,544,175,344.82 that
will come into effect on its effective date
in consideration for this contribution, Arkema
will increase the share capital by a nominal
amount of EUR 605,670,910.00, by the creation
of 60,567,091 shares, according to an exchange
ratio of 1 Arkema share against 10 Total S.A.
shares the number of shares and the nominal
amount of capital increase will be adjusted
according to then number of Company shares
entitled to the allocation of Arkema shares,
as the amount of capital increase is equal
to the number of Arkema shares allocated by
the Company to its own shareholders multiplied
by the par value of the Arkema share, within
the limit of a maximum nominal amount of capital
increase in consideration for the contribution
of EUR 609,670,910.00 by way of issuing a maximum
number of 60,967,091 new Arkema shares these
new shares will be assimilated in all respects
to the existing shares, will be subject to
the statutory provisions and will grant entitlement
to any distribution of dividend as from 01
Jan 2005; the Arkema shares contribution of
EUR 1,544,175,344.82 shall count against the
issuance and contribution premium account which
amounted to EUR 34,563,052,123.17 and will
amount to EUR 33,018,876,778.35; and to the
Chairman of the Board of Directors to take
all necessary measures and accomplish all necessary
formalities
E.15 Approve to reduce the nominal value of the shares Mgmt No vote
from EUR 10.00 to EUR 2.50; the number of exiting
share will be multiplied by 4; authorize the
Board of the Directors to all necessary measure;
and amend Article 6
E.16 Amend Article 11-3 of the By-Laws: each Directors Mgmt No vote
shall hold at least 1,000 shares during his/her
term of office
A. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr No vote
PROPOSAL: Amend Article Number 11 of the Bylaws,
as specified
B. PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr No vote
PROPOSAL: Approve to grant a second seat as
an employee-shareholder to the Board of Total
S.A
--------------------------------------------------------------------------------------------------------------------------
TRANSOCEAN INC. Agenda Number: 932483477
--------------------------------------------------------------------------------------------------------------------------
Security: G90078109
Meeting Type: Annual
Meeting Date: 11-May-2006
Ticker: RIG
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
VICTOR E. GRIJALVA Mgmt For For
ARTHUR LINDENAUER Mgmt For For
KRISTIAN SIEM Mgmt For For
02 APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP TO SERVE AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2006.
--------------------------------------------------------------------------------------------------------------------------
VERIZON COMMUNICATIONS INC. Agenda Number: 932454313
--------------------------------------------------------------------------------------------------------------------------
Security: 92343V104
Meeting Type: Annual
Meeting Date: 04-May-2006
Ticker: VZ
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
J.R. BARKER Mgmt For For
R.L. CARRION Mgmt For For
R.W. LANE Mgmt For For
S.O. MOOSE Mgmt For For
J. NEUBAUER Mgmt Withheld Against
D.T. NICOLAISEN Mgmt For For
T.H. O'BRIEN Mgmt For For
C. OTIS, JR. Mgmt For For
H.B. PRICE Mgmt For For
I.G. SEIDENBERG Mgmt For For
W.V. SHIPLEY Mgmt For For
J.R. STAFFORD Mgmt For For
R.D. STOREY Mgmt For For
02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For
ACCOUNTING FIRM
03 CUMULATIVE VOTING Shr For Against
04 MAJORITY VOTE REQUIRED FOR ELECTION OF DIRECTORS Shr For Against
05 COMPOSITION OF BOARD OF DIRECTORS Shr Against For
06 DIRECTORS ON COMMON BOARDS Shr Against For
07 SEPARATE CHAIRMAN AND CEO Shr For Against
08 PERFORMANCE-BASED EQUITY COMPENSATION Shr Against For
09 DISCLOSURE OF POLITICAL CONTRIBUTIONS Shr Against For
--------------------------------------------------------------------------------------------------------------------------
VF CORPORATION Agenda Number: 932463350
--------------------------------------------------------------------------------------------------------------------------
Security: 918204108
Meeting Type: Annual
Meeting Date: 25-Apr-2006
Ticker: VFC
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
ROBERT J. HURST Mgmt For For
W. ALAN MCCOLLOUGH Mgmt For For
M. RUST SHARP Mgmt For For
RAYMOND G. VIAULT Mgmt For For
02 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For
LLP AS VF S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 30,
2006.
--------------------------------------------------------------------------------------------------------------------------
WACHOVIA CORPORATION Agenda Number: 932449677
--------------------------------------------------------------------------------------------------------------------------
Security: 929903102
Meeting Type: Annual
Meeting Date: 18-Apr-2006
Ticker: WB
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
02 A WACHOVIA PROPOSAL TO RATIFY THE APPOINTMENT Mgmt No vote
OF KPMG LLP AS AUDITORS FOR THE YEAR 2006.
03 A STOCKHOLDER PROPOSAL REGARDING FUTURE SEVERANCE Shr No vote
ARRANGEMENTS.
04 A STOCKHOLDER PROPOSAL REGARDING REPORTING OF Shr No vote
POLITICAL CONTRIBUTIONS.
05 A STOCKHOLDER PROPOSAL REGARDING SEPARATING Shr No vote
THE OFFICES OF CHAIRMAN AND CHIEF EXECUTIVE
OFFICER.
06 A STOCKHOLDER PROPOSAL REGARDING MAJORITY VOTING Shr No vote
IN DIRECTOR ELECTIONS.
--------------------------------------------------------------------------------------------------------------------------
WASHINGTON MUTUAL, INC. Agenda Number: 932456002
--------------------------------------------------------------------------------------------------------------------------
Security: 939322103
Meeting Type: Annual
Meeting Date: 18-Apr-2006
Ticker: WM
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
KERRY K. KILLINGER* Mgmt For For
THOMAS C. LEPPERT* Mgmt For For
CHARLES M. LILLIS* Mgmt For For
MICHAEL K. MURPHY* Mgmt For For
ORIN C. SMITH* Mgmt For For
REGINA MONTOYA** Mgmt For For
02 COMPANY PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For
DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT
AUDITORS FOR 2006
03 TO APPROVE THE WASHINGTON MUTUAL, INC. AMENDED Mgmt For For
AND RESTATED 2003 EQUITY INCENTIVE PLAN, INCLUDING
AN INCREASE IN THE NUMBER OF SHARES THAT MAY
BE SUBJECT TO AWARDS MADE THEREUNDER
04 TO APPROVE THE WASHINGTON MUTUAL, INC. EXECUTIVE Mgmt For For
INCENTIVE COMPENSATION PLAN
05 TO APPROVE THE COMPANY PROPOSAL TO AMEND THE Mgmt For For
WASHINGTON MUTUAL, INC. ARTICLES OF INCORPORATION
(AS AMENDED) TO DECLASSIFY THE BOARD OF DIRECTORS
AND ESTABLISH ANNUAL ELECTIONS FOR ALL COMPANY
DIRECTORS COMMENCING WITH THE 2007 ANNUAL MEETING,
RATHER THAN THE CURRENT STAGGERED THREE-YEAR
TERMS
06 SHAREHOLDER PROPOSAL RELATING TO DISCLOSURE Shr For Against
OF THE COMPANY S POLITICAL CONTRIBUTIONS
--------------------------------------------------------------------------------------------------------------------------
WORTHINGTON INDUSTRIES, INC. Agenda Number: 932388627
--------------------------------------------------------------------------------------------------------------------------
Security: 981811102
Meeting Type: Annual
Meeting Date: 29-Sep-2005
Ticker: WOR
ISIN:
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Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
01 DIRECTOR
JOHN S. CHRISTIE Mgmt For For
MICHAEL J. ENDRES Mgmt For For
PETER KARMANOS, JR. Mgmt For For
02 RATIFICATION OF THE SELECTION OF THE FIRM OF Mgmt For For
KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL
YEAR ENDING MAY 31, 2006.
* Management position unknown
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) Eaton Vance Tax-Advantaged Dividend Income Fund
By (Signature) /s/ Thomas E. Faust Jr.
Name Thomas E. Faust Jr.
Title President
Date 08/28/2006