UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF
Brazil Fund, Inc.
Investment Company Act file number 811-5269
Brazil Fund, Inc.
(Exact name of registrant as specified in charter)
345 Park Avenue
New York, NY 10154
(Address of principal executive offices) (Zip code)
Carole Coleman
Secretary
345 Park Avenue
New York, NY 10154
(Name and address of agent for service)
Registrant's telephone number, including area code: 212-454-6901
Date of fiscal year end: 06/30
-------
Date of reporting period: 7/1/04-6/30/05
----------------
Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered on Form N-5 (ss.ss. 239.24
and 274.5 of this chapter), to file reports with the Commission, not later than
August 31 of each year, containing the registrant's proxy voting record for the
most recent twelve-month period ended June 30, pursuant to section 30 of the
Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).
The Commission may use the information provided on Form N-PX in its regulatory,
disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and
the Commission will make this information public. A registrant is not required
to respond to the collection of information contained in Form N-PX unless the
Form displays a currently valid Office of Management and Budget ("OMB") control
number. Please direct comments concerning the accuracy of the information
collection burden estimate and any suggestions for reducing the burden to the
Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington,
DC 20549-0609. The OMB has reviewed this collection of information under the
clearance requirements of 44 U.S.C. ss. 3507.
ProxyEdge - Investment Company Report Report Date: 08/04/2005
Meeting Date Range: 07/01/2004 to 06/30/2005
Selected Accounts: The Brazil Fund
----------------------------------------------------------------------------------------------------------------
COMPANHIA PARANAENSE DE ENERGIA - COPEL
Issuer: P30557139 ISIN: BRCPLEACNPB9
SEDOL: 2200154, 7389360, B06V965
----------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
----------------------------------------------------------------------------------------------------------------
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Vote Proposal
OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION
S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTA TIVE AT ADP. THANK YOU
* PLEASE NOTE THAT PREFERRED SHAREHOLDERS CAN VOTE Non-Voting Non-Vote Proposal
ON RESOLUTION 2 ONLY
1. APPROVE THE FEES AND AUTHORIZE THE DISCOUNT ON Non-Voting Non-Vote Proposal
THE PERCENTAGE AUTHORIZED BY AN EEL
2. APPROVE TO FILL THE VACANCY FOR THE FINANCE Management For
COMMITTEE SUBSTITUTE MEMBER THROU GH ELECTION
BY THE SHAREHOLDERS OF PREFERRED STOCK
----------------------------------------------------------------------------------------------------------------
CIA VALE DO RIO DOCE
Issuer: P2605D109 ISIN: BRVALEACNPA3
SEDOL: 2256630, 2257127, 5896851
----------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
----------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT PREFERRED SHAREHOLDERS CAN VOTE Non-Voting Non-Vote Proposal
IN RESOLUTION B. THANK YOU.
A. APPROVE TO SPLIT THE STOCKS ISSUED BY THE COMPANY Non-Voting Non-Vote Proposal
SUGGESTING THAT EACH COMMON STOCK AND PREFERRED
STOCK ISSUED BY THE COMPANY WILL BE REPRESENTED
BY THREE S TOCKS OF THE SAME TYPE AND CLASS,
WITH THE AMENDMENT OF CLAUSES 5 AND 6 OF THE
ARTICLES OF INCORPORATION
B. ELECT A SITTING MEMBER AND THE RESPECTIVE ALTERNATE Management For
FOR THE COMPANY FINANCE CO MMITTEE BY THE HOLDERS
OF CLASS A PREFERRED STOCKS, BECAUSE THE FINANCE
COMM ITTEE MEMBERS ELECTED BY THIS CLASS OF STOCKS
HAVE RESIGNED, AND TO ELECT ONE ALTERNATE MEMBER
BECAUSE THE ALTERNATE DIRECTOR ELECTED BY HOLDER
OF COMMON ST OCKS HAS RESIGNED
C. APPROVE TO RECTIFY THE TOTAL ANNUAL PAYMENT OF Non-Voting Non-Vote Proposal
THE DIRECTORS DETERMINED BY THE COMPANY AGM OF
28 APR 2004
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Vote Proposal
OWNER SIGNED POWER OF A TTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIO
NS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECT ED. SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESE NTATIVE AT ADP. THANK YOU.
----------------------------------------------------------------------------------------------------------------
CIA ENERGETICA DE MINAS GERAIS CEMIG CMIG
Issuer: P2577R110 ISIN: BRCMIGACNPR3
SEDOL: 2192712, 7400153, B06V976
----------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
----------------------------------------------------------------------------------------------------------------
* THIS AGENDA IS FOR INFORMATION ONLY AS THESE Non-Voting
SHARES DO NOT HAVE VOTING RIGHTS. PLEASE DO NOT
RETURN THIS PROXY FORM. THANK YOU.
1. ELECT EFFECTIVE AND THE SUBSTITUTE MEMBERS OF Non-Voting
THE BOARD OF DIRECTORS USING MUL TIPLE VOTING
SYSTEMS REQUESTED BY THE SHAREHOLDERS
----------------------------------------------------------------------------------------------------------------
GOL LINHAS AEREAS INTELIGENTES
Issuer: P491AF117 ISIN: BRGOLLACNPR4
SEDOL: B01NTS8
----------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
----------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THIS SHARE HAVE NO VOTING RIGHTS. Non-Voting
THANK YOU
1. ELECT THE BOARD OF DIRECTORS Non-Voting
2. APPROVE TO DETERMINE THE COMPENSATION FOR THE Non-Voting
BOARD OF DIRECTORS
----------------------------------------------------------------------------------------------------------------
CIA DE CONCESSOES RODOVIARIAS
Issuer: P1413U105 ISIN: BRCCROACNOR2
SEDOL: 2840970
----------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
----------------------------------------------------------------------------------------------------------------
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Vote Proposal
OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION
S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTA TIVE AT ADP. THANK YOU.
1. APPROVE TO CHANGE THE COMPANY HEADQUARTERS AND Management For
THE HEADING OF ARTICLE 2 OF THE COMPANY BY-LAWS
----------------------------------------------------------------------------------------------------------------
COMPANHIA DE SANEAMENTO BASICO DO ESTADO DE SAO PAULO -SABESP
Issuer: P8228H104 ISIN: BRSBSPACNOR5
SEDOL: 2158543
----------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
----------------------------------------------------------------------------------------------------------------
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Vote Proposal
OWNER SIGNED POWER OF A TTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIO
NS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECT ED. SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESE NTATIVE AT ADP. THANK YOU.
1. AMEND ARTICLES 6 AND 7 OF THE COMPANY BY-LAWS Management For
INCLUDING IN ARTICLE 5 REFERENCE TO THE VALUE
OF THE CAPITAL STOCK, EXPRESSED IN BRAZILIAN
REALS AND THE NUMBE R OF SHARES AND TAKING MENTION
OF THE AUTHORIZED CAPITAL STOCK LIMIT TO ARTICL
E 7
2. OTHER MATTERS Other Against
----------------------------------------------------------------------------------------------------------------
CIA DE CONCESSOES RODOVIARIAS
Issuer: P1413U105 ISIN: BRCCROACNOR2
SEDOL: 2840970
----------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
----------------------------------------------------------------------------------------------------------------
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Vote Proposal
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTI
ONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJEC TED. SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRES ENTATIVE AT ADP. THANK YOU.
1. APPROVE THE RESIGNATION OF A PRINCIPAL MEMBER Management For
AND ONE ALTERNATIVE MEMBER OF TH E BOARD OF DIRECTORS
AND THE ELECTION OF THEIR SUBSTITUTES
----------------------------------------------------------------------------------------------------------------
ALL AMERICA LATINA LOGISTICA SA
Issuer: P01627143 ISIN: BRALLLACNPR3
SEDOL: B014709
----------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
----------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT PREFERRED SHAREHOLDERS CAN VOTE Non-Voting Non-Vote Proposal
ON RESOLUTIONS 3.A AND 3.B. T HANK YOU.
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Vote Proposal
OWNER SIGNED POWER OF A TTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIO
NS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTE D. SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENT ATIVE AT ADP. THANK YOU.
1. ELECT A CO-PRESIDENT OF THE COMPANY S BOARD OF Non-Voting Non-Vote Proposal
DIRECTORS IN THE MANNER PROVIDE D BY SOLE PARAGRAPH
OF ARTICLE 14 OF THE COMPANY BYLAWS
2. ELECT A NEW MEMBER OF THE BOARD OF DIRECTORS Non-Voting Non-Vote Proposal
3.A APPROVE THE CONVERSION OF SHARES BOUGHT IN THE Management For
CAPITAL FINANCIAL MARKETS INTO PREFERRED SHARES
CENTRAL BANK RESOLUTION 2.689/00
3.B APPROVE THE CONVERSION OF AN EQUAL NUMBER OF Management For
PREFERRED SHARES REGISTERED AS DI RECT INVESTMENTS
HELD BY FOREIGN INVESTORS IN THE COMPANY, INTO
COMMON SHARES LAW NUMBER 4.131.62
4. APPROVE THE CREATION OF AN AUDIT COMMITTEE AND Non-Voting Non-Vote Proposal
THE RESPECTIVE CHANGES TO THE C OMPANY BYLAWS
5. APPROVE THE REMUNERATION OF THE MEMBERS OF THE Non-Voting Non-Vote Proposal
FINANCE COMMITTEE
----------------------------------------------------------------------------------------------------------------
COMPANHIA ENERGETICA DE MINAS GERAIS
Issuer: P2577R110 ISIN: BRCMIGACNPR3
SEDOL: 2192712, 7400153, B06V976
----------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
----------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting
RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING
PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD
BY CONTACTING YOUR CLIENT REPRESENTATIVE AT ADP.
THANK YOU.
* PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting
RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING
PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD
BY CONTACTING YOUR CLIENT REPRESENTATIVE AT ADP.
THANK YOU.
I. APPROVE TO CHANGE THE COMPANY BY-LAWS SUBJECT Non-Voting
TO ANEEL: 1) TO AMEND THE WORDIN G OF ARTICLE
1 TO MAKE IT COMPLY WITH LAW NUMBER 15.290 OF
04 AUG 2004; 2) TO AMEND THE WORDING OF ARTICLE
7 TO MAKE IT COMPLY WITH LAW NUMBER 15.290/2004;
3) TO AMEND THE WORDING OF THE HEADING OF ARTICLE
9 TO IMPROVE ITS WORDING; 4) TO INSERT A SOLE
PARAGRAPH TO ARTICLE 11 AND PARAGRAPH 4 TO ARTICLE
12 TO DEF INE THE STRUCTURE AND COMPOSITION OF
THE MANAGEMENT OF THE COMPANY AND THAT OF THE
SUBSIDIARIES CEMIG DISTRIBUICAO S.A. AND CEMIG
GERACAOE E TRANSMISSAO S.A .; 5) TO AMEND THE
WORDING OF THE HEADING OF ARTICLE 17 TO IMPROVE
ITS WORDING ; 6) TO AMEND THE WORDING OF ITEMS
A AND E OF ARTICLE 17 TO REDEFINE THE C HARACTERISTICS
OF THE BOARD OF DIRECTORS; 7) TO AMEND THE WORDING
OF PARAGRAPH 2 OF ARTICLE 18 TO PROVIDE THAT
THE GENERAL MEETING SET THE BENEFITS TO WHICH
THE EXECUTIVE OFFICERS WILL BE ENTITLED; 8) TO
AMEND THE WORDING OF PARAGRAPH 3 OF ARTICLE 18
TO MAKE THE EXERCISE OF THE ROLES EQUIVALENT
TO EXECUTIVE OFF ICER IN THE COMPANY OBLIGATORY
IN THE SUBSIDIARIES CEMIG DISTRIBUICAO S.A. AND
CEMIG GERACAO E TRANSMISSAO S.A.; 9) TO AMEND
THE WORDING OF ITEMS A AND E OF PARAGRAPH
4 OF ARTICLE 21 TO REDEFINE THE CHARACTERISTICS
OF THE EXECUTIV E COMMITTEE; 10) TO AMEND THE
WORDING OF ITEM H OF SUB-SECTION III AND ITEMS
G , H , I AND J OF SUB-SECTION IV OF ARTICLE
22 TO IMPROVE ITS WORDING; 11) TO AMEND THE WORDING
OF ARTICLES 27,28,29,30 AND 31 TO MAKE THEM COMPLY
W ITH THE COMPANY S NEW DIVIDENDS POLICY
I. APPROVE TO CHANGE THE COMPANY BY-LAWS SUBJECT Non-Voting
TO ANEEL: 1) TO AMEND THE WORDIN G OF ARTICLE
1 TO MAKE IT COMPLY WITH LAW NUMBER 15.290 OF
04 AUG 2004; 2) TO AMEND THE WORDING OF ARTICLE
7 TO MAKE IT COMPLY WITH LAW NUMBER 15.290/2004;
3) TO AMEND THE WORDING OF THE HEADING OF ARTICLE
9 TO IMPROVE ITS WORDING; 4) TO INSERT A SOLE
PARAGRAPH TO ARTICLE 11 AND PARAGRAPH 4 TO ARTICLE
12 TO DEF INE THE STRUCTURE AND COMPOSITION OF
THE MANAGEMENT OF THE COMPANY AND THAT OF THE
SUBSIDIARIES CEMIG DISTRIBUICAO S.A. AND CEMIG
GERACAOE E TRANSMISSAO S.A .; 5) TO AMEND THE
WORDING OF THE HEADING OF ARTICLE 17 TO IMPROVE
ITS WORDING ; 6) TO AMEND THE WORDING OF ITEMS
A AND E OF ARTICLE 17 TO REDEFINE THE C HARACTERISTICS
OF THE BOARD OF DIRECTORS; 7) TO AMEND THE WORDING
OF PARAGRAPH 2 OF ARTICLE 18 TO PROVIDE THAT
THE GENERAL MEETING SET THE BENEFITS TO WHICH
THE EXECUTIVE OFFICERS WILL BE ENTITLED; 8) TO
AMEND THE WORDING OF PARAGRAPH 3 OF ARTICLE 18
TO MAKE THE EXERCISE OF THE ROLES EQUIVALENT
TO EXECUTIVE OFF ICER IN THE COMPANY OBLIGATORY
IN THE SUBSIDIARIES CEMIG DISTRIBUICAO S.A. AND
CEMIG GERACAO E TRANSMISSAO S.A.; 9) TO AMEND
THE WORDING OF ITEMS A AND E OF PARAGRAPH
4 OF ARTICLE 21 TO REDEFINE THE CHARACTERISTICS
OF THE EXECUTIV E COMMITTEE; 10) TO AMEND THE
WORDING OF ITEM H OF SUB-SECTION III AND ITEMS
G , H , I AND J OF SUB-SECTION IV OF ARTICLE
22 TO IMPROVE ITS WORDING; 11) TO AMEND THE WORDING
OF ARTICLES 27,28,29,30 AND 31 TO MAKE THEM COMPLY
W ITH THE COMPANY S NEW DIVIDENDS POLICY
II. APPOINT MR. DELOITTE TOUCHE TOHMATSU TO PROVIDE Non-Voting
THE SERVICES TO EVALUATE CEMIG S RIGHTS AND OBLIGATIONS,
EXCLUDING THE FIXED ASSET, TO BE TRANSFERRED
IN THE COMPANIES CEMIG DISTRIBUICAO S.A. AND
CEMIG GERACAO E TRANSMISSAO S.A., PREPA RING
REPORTS, AS PROVIDED UNDER ARTICLE 8 OF LAW NUMBER
10.604 OF 15 DEC 1976, TO BE USED IN THE TRANSFER
OF THE RIGHTS AND OBLIGATIONS IN CEMIG TO THE
FULL SUBSIDIARIES CREATED TO CARRY OUT THE REORGANIZATION
OF THE COMPANY
II. APPOINT MR. DELOITTE TOUCHE TOHMATSU TO PROVIDE Non-Voting
THE SERVICES TO EVALUATE CEMIG S RIGHTS AND OBLIGATIONS,
EXCLUDING THE FIXED ASSET, TO BE TRANSFERRED
IN THE COMPANIES CEMIG DISTRIBUICAO S.A. AND
CEMIG GERACAO E TRANSMISSAO S.A., PREPA RING
REPORTS, AS PROVIDED UNDER ARTICLE 8 OF LAW NUMBER
10.604 OF 15 DEC 1976, TO BE USED IN THE TRANSFER
OF THE RIGHTS AND OBLIGATIONS IN CEMIG TO THE
FULL SUBSIDIARIES CREATED TO CARRY OUT THE REORGANIZATION
OF THE COMPANY
----------------------------------------------------------------------------------------------------------------
PORTO SEGURO SA
Issuer: P7905C107 ISIN: BRPSSAACNOR7
SEDOL: B0498T7, B05H8Q7
----------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
----------------------------------------------------------------------------------------------------------------
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Vote Proposal
OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION
S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTA TIVE AT ADP. THANK YOU.
A. ELECT THE MEMBERS OF THE BOARD OF DIRECTORS Management For
----------------------------------------------------------------------------------------------------------------
TELE NORTE LESTE PARTICIPACOES SA
Issuer: P9036X117 ISIN: BRTNLPACNOR3
SEDOL: *001908, 2292719, B02PDQ9
----------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
----------------------------------------------------------------------------------------------------------------
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Vote Proposal
OWNER SIGNED POWER OF A TTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIO
NS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECT ED. SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESEN TATIVE AT ADP. THANK YOU.
1. APPROVE TO ANALYZE THE SIGNING OF THESE CONTRACTS Management For
BETWEEN THE COMPANIES TNL CO NTAX S.A CONTAX
AND TELEMAR NORTE LESTE S.A. TMAR - I) PROVISION
OF CALL C ENTER SERVICES CONTRACT BY CONTAX TO
TMAR AND TO TNL PCS S.A. AND II) PROVISIO N OF
TELECOMMUNICATIONS SERVICES BY TMAR TO CONTAX
2. APPROVE TO ANALYZE THE REDUCTION IN THE COMPANY Management For
S CORPORATE STOCK BY A VALUE C ORRESPONDING TO
THE INVESTMENT HELD BY THE SAME IN CONTAX PARTICIPACOES
S/A , EVALUATED IN THE EVALUATION REPORT PREPARED
BY APSIS CONSULTORIA EMPRESARIAL U SING 30 NOV
2004 AS BASE DATE, WITH THE CONSEQUENT DELIVERY
TO THE COMPANY SH AREHOLDERS, OF CONTAX PARTICIPACOES
S/A SHARES IN THE SAME PROPORTION AS THEIR PARTICIPATION
IN THE COMPANY S CAPITAL
3. AMEND THE WORDING OF THE ARTICLES 5 AND 6 OF Management For
THE COMPANY BYLAWS AS A RESULT OF THE REDUCTION
IN CORPORATE STOCK AS SPECIFIED, AS WELL AS THE
GROUPING OF SHA RES APPROVED BY THE EGM HELD
ON 24 MAY 2004, TO CHANGE THE NUMBER OF SHARES
IN TO WHICH THE COMPANY S CORPORATE STOCK IS
DIVIDEND AND THE NUMBER OF SHARES TO WHICH THE
COMPANY IS ALLOWED TO INCREASE THE CORPORATE
STOCK FOLLOWING A DECI SION OF THE BOARD OF DIRECTORS
AUTHORIZED CAPITAL
4. ELECT A MEMBER TO SIT ON THE BOARD OF DIRECTORS Management For
TO COMPLETE THE TERM OF OFFICE FOR THE VACANCY
PROVIDED IN THE ARTICLE 150 OF LAW NUMBER 6.404/76
----------------------------------------------------------------------------------------------------------------
COMPANHIA ENERGETICA DE MINAS GERAIS
Issuer: P2577R110 ISIN: BRCMIGACNPR3
SEDOL: 2192712, 7400153, B06V976
----------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
----------------------------------------------------------------------------------------------------------------
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Vote Proposal
OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTI
ONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJEC TED. SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRES ENTATIVE AT ADP. THANK YOU.
1. AMEND THE COMPOSITION OF THE BOARD OF DIRECTORS Management For
AND CONSEQUENTLY ELECT THE FUL L AND SUBSTITUTE
MEMBERS OF THE MENTIONED BOARD BY MULTIPLE VOTE,
AS REQUESTED BY THE SHAREHOLDER SOUTHERN ELECTRIC
BRASIL PARTICIPACOES LTD., AND AS A RESU LT OF
THE RESIGNATION OF A DIRECTOR
----------------------------------------------------------------------------------------------------------------
COMPANHIA ENERGETICA DE MINAS GERAIS
Issuer: P2577R110 ISIN: BRCMIGACNPR3
SEDOL: 2192712, 7400153, B06V976
----------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
----------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting
RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING
PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD
BY CONTACTING YOUR CLIENT REPRESENTATIVE AT ADP.
THANK YOU.
I. APPROVE THE TRANSFER OF CEMIG TO ITS FULL SUBSIDIARY Non-Voting
CEMIG GERACAO E TRANSMISS AO S.A., OF THE DEBT
RELATING TO THE TWO DEBENTURE ISSUES SUBSCRIBED
BY THE ST ATE OF MINAS GERAIS, THE RESOURCES
OF WHICH WERE APPLIED IN THE CONSTRUCTION O F
THE IRAPE HYDROELECTRIC POWER STATION
II. APPROVE THE RETENTION OF THE GUARANTEE OFFERED Non-Voting
BY THE STATE OF MINAS GERAIS TO THE UNION FOR
CEMIG S DEBTS WITH KW AND BID AND FOR THE DEBT
ARISING FROM THE RESTRUCTURING OF THE EXTERNAL
DEBT THAT LED TO THE DEBT ACKNOWLEDGEMENT AND
T HE CONSOLIDATION CONTRACT SIGNED WITHIN THE
SCOPE OF RESOLUTION 98/1992 OF THE FEDERAL SENATE,
TRANSFERRED TO THE FULL SUBSIDIARIES CEMIG GERACAO
E TRANSMIS SAO S.A. AND CEMIG DISTRIBUICAO S.A.
III. APPROVE THE TRANSFERS THAT WERE THE SUBJECT OF Non-Voting
THE EGM HELD ON 30 DEC 2004, TH E INDIVIDUAL
VALUES OF WHICH ARE EQUAL TO OR OVER, 20 TIMES
THE MINIMUM LIMIT ESTABLISHED IN THE BY-LAWS
FOR THE AUTHORIZATION BY THE CEMIG BOARD OF DIRECTO
RS
----------------------------------------------------------------------------------------------------------------
CIA SOUZA CRUZ INDUSTRIA E COMERCIO CRUZ
Issuer: P26663107 ISIN: BRCRUZACNOR0
SEDOL: 2832148
----------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
----------------------------------------------------------------------------------------------------------------
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Vote Proposal
OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION
S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTA TIVE AT ADP. THANK YOU.
I. APPROVE TO EXAMINE AND VOTE UPON THE BOARD OF Management For
DIRECTORS ANNUAL REPORT, THE FI NANCIAL STATEMENTS
AND INDEPENDENT AUDITOR S REPORT RELATING TO
FYE 31 DEC 200 4
II. APPROVE THE DISTRIBUTION OF THE NET PROFITS FROM Management For
THE FY, INCLUDING THE REMUNER ATION TO SHAREHOLDERS
BY DIVIDENDS BRL 0.824364 PER SHARE TO BE PAID
FROM 29 MAR 2005
III. APPROVE TO SET GLOBAL ANNUAL BUDGET FOR DIRECT Management For
REMUNERATION
----------------------------------------------------------------------------------------------------------------
BANCO BRADESCO SA BRAD
Issuer: P1808G117 ISIN: BRBBDCACNPR8
SEDOL: 2074520, 7074280, B00FM53, B00GJ22, B04D3P0, B04S850
----------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
----------------------------------------------------------------------------------------------------------------
1. APPROVE TO TAKE THE ACCOUNTS OF THE DIRECTORS, Non-Voting Non-Vote Proposal
TO EXAMINE, DISCUSS AND VOTE UP ON THE BOARD
OF DIRECTORS ANNUAL REPORT, THE FINANCIAL STATEMENTS,
INCLUDING T HE DISTRIBUTION OF THE NET PROFITS
AND INDEPENDENT AUDITORS REPORT RELATING TO FYE
31 DEC 2004
2. ELECT THE MEMBERS OF THE BOARD OF DIRECTORS Management For
3. ELECT THE MEMBERS OF THE FINANCE COMMITTEE Management For
4. APPROVE TO SET THE DIRECTORS GLOBAL, ANNUAL REMUNERATION Non-Voting Non-Vote Proposal
IN ACCORDANCE WITH TH E TERMS OF THE COMPANY
BY LAWS
* PREFERRED SHAREHOLDERS MAY VOTE ONLY ON RESOLUTION Non-Voting Non-Vote Proposal
2 AND 3. THANK YOU.
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Vote Proposal
OWNER SIGNED POWER OF A TTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIO
NS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECT ED. SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESE NTATIVE AT ADP. THANK YOU
----------------------------------------------------------------------------------------------------------------
BANCO BRADESCO SA BRAD
Issuer: P1808G117 ISIN: BRBBDCACNPR8
SEDOL: 2074520, 7074280, B00FM53, B00GJ22, B04D3P0, B04S850
----------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
----------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT THESE SHARES HAVE NO VOTING Non-Voting
RIGHTS, SHOULD YOU WISH TO ATTEND THE MEETING
PERSONALLY, YOU MAY APPLY FOR AN ENTRANCE CARD
BY CONTACTING YOUR CLIENT REPRESENTATIVE AT ADP.
THANK YOU
1.a RATIFY THE NAME OF THE COMPANY THAT WILL EVALUATE Non-Voting
THE COMPANY S ASSETS
1.b APPROVE THE PROTOCOL OF INCORPORATION OF THE Non-Voting
SHARES AND THE EVALUATION OF THE COMPANY S ASSETS:
THIS OPERATION WOULD INCREASE THE BRADESCO SHARE
CAPITAL BY BRL 11,856,359.57 FROM AN AMOUNT OF
BRL 7,700,000,000.00 TO BRL 7,711,856,359. 07;
THIS WOULD OCCUR THROUGH THE ISSUANCE OF 363,271
NEW SHARES WITHOUT NOMINA L VALUE. 182,504 WOULD
BE ORDINARY SHARES AND 180,767 WOULD BE PREFERRED
SHARE S; THIS WOULD CORRESPOND TO 165.12329750137
NEW BRADESCO SHARES FOR EVERY BRAD ESCO SEGUROS
SHARE; ALSO, 82,95659669277 ORDINARY SHARES AND
82,16670080860 PR EFERRED SHARES; DUE TO THE
THIS PROPOSAL TO CHANGE ARTICLE 6 OF THE ARTICLES
O F ASSOCIATIONS
2. APPROVE TO INCREASE THE SHARE CAPITAL BY BRL Non-Voting
2,288,143,640.93 FROM AN AMOUNT O F BRL 7,711,856,359.07
TO BRL 10,000,000,000.00 WITHOUT ISSUANCE OF
SHARES; TH IS WOULD OCCUR THROUGH THE CAPITALIZATION
OF THE RESERVES
3. APPROVE THE CHANGES IN THE ARTICLES OF ASSOCIATION Non-Voting
DUE THE INCLUSION OF LETTER J ON SINGLE PARAGRAPH
ARTICLE 21 CONCERNING THE FUNCTIONS OF THE AUDIT
COMM ITTEE
4. APPROVE THE RECOMMENDATION OF THE BRAZILIAN CENTRAL Non-Voting
BANK, IT IS PROPOSED TO EL ECT THE PROFESSIONALS
THAT WOULD EVALUATE THE REAL ESTATES IN CASE
OF ACQUISIT ION OR SELLING BETWEEN THE COMPANY
AND ITS SUBSIDIARY COMPANIES
----------------------------------------------------------------------------------------------------------------
CIA SANEAMENTO BASICO DO ESTADO DE SAO PAULO SABESP
Issuer: P8228H104 ISIN: BRSBSPACNOR5
SEDOL: 2158543
----------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
----------------------------------------------------------------------------------------------------------------
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Vote Proposal
OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION
S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTA TIVE AT ADP. THANK YOU.
1. ELECT THE MEMBERS OF THE BOARD OF DIRECTORS Management For
2. OTHER MATTERS Other Against
----------------------------------------------------------------------------------------------------------------
KLABIN SA, BRASIL
Issuer: P60933101 ISIN: BRKLBNACNPR9
SEDOL: 2813347
----------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
----------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT PREFERRED SHAREHOLDERS CAN VOTE Non-Voting Non-Vote Proposal
ON RESOLUTION.E ONLY. THANK Y OU.
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Vote Proposal
OWNER SIGNED POWER OF A TTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIO
NS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECT ED. SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESE NTATIVE AT ADP. THANK YOU.
A. APPROVE TO VOTE UPON THE BOARD OF DIRECTORS Non-Voting Non-Vote Proposal
ANNUAL REPORT, THE FINANCIAL STAT EMENTS, EXTERNAL
AUDITORS AND OF THE FINANCE COMMITTEE AND DOCUMENTS
OPINION R EPORT RELATING TO FYE 31 DEC 2004
B. APPROVE THE DISTRIBUTION OF THE PROFITS FROM Non-Voting Non-Vote Proposal
THE FY AND TO DISTRIBUTE THE DIVI DENDS
C. ELECT THE MEMBERS OF THE BOARD OF DIRECTORS Non-Voting Non-Vote Proposal
D. APPROVE TO SET THE DIRECTORS REMUNERATION Non-Voting Non-Vote Proposal
E. ELECT THE MEMBERS OF THE FINANCE COMMITTEE AND Management For
APPROVE TO SET THEIR REMUNERATI ON
F. OTHER MATTERS Non-Voting Non-Vote Proposal
----------------------------------------------------------------------------------------------------------------
PETROLEO BRASILEIRO SA PETROBRAS
Issuer: P78331140 ISIN: BRPETRACNPR6
SEDOL: 2684532, 7394621
----------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
----------------------------------------------------------------------------------------------------------------
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Vote Proposal
OWNER SIGNED POWER OF A TTORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIO
NS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECT ED. SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESE NTATIVE AT ADP. THANK YOU.
* PLEASE NOTE THAT PREFFERED SHAREHOLDERS CAN VOTE Non-Voting Non-Vote Proposal
ON RESOLUTION 4. THANK YOU.
I. APPROVE THE BOARD OF DIRECTORS ANNUAL REPORT, Non-Voting Non-Vote Proposal
THE FINANCIAL STATEMENTS AND TH E FINANCE COMMITTEE
REPORT RELATING TO FY OF 2004
II. APPROVE THE BUDGET OF CAPITAL, RELATIVE TO THE Non-Voting Non-Vote Proposal
EXERCISE 2005
III. APPROVE THE DESTINATION OF THE YE RESULTS OF 2004 Non-Voting Non-Vote Proposal
IV. ELECT THE MEMBERS OF THE BOARD OF DIRECTORS, Management For
THE FINANCE COMMITTEE AND THE RES PECTIVE SUBSTITUTES
V. ELECT THE PRESIDENT OF THE BOARD OF DIRECTORS Non-Voting Non-Vote Proposal
VI. APPROVE TO SET THE REMUNERATION OF THE DIRECTORS Non-Voting Non-Vote Proposal
AND THE FULL MEMBERS OF THE F INANCE COMMITTEE
AS WELL AS THEIR SHARE IN PROFITS, IN THE MANNER
PROVIDED BY THE ARTICLES 41 AND 56 OF THE COMPANY
BY-LAWS
----------------------------------------------------------------------------------------------------------------
TELE CENTRO OESTE CELULAR PARTICIPACOES SA
Issuer: P9029W100 ISIN: BRTCOCACNPR5
SEDOL: 2292601
----------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
----------------------------------------------------------------------------------------------------------------
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Vote Proposal
OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION
S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTA TIVE AT ADP. THANK YOU.
* PLEASE NOTE THAT PREFERRED SHAREHOLDERS CAN VOTE Non-Voting Non-Vote Proposal
ON ITEM 5. THANK YOU
1. APPROVE TO TAKE THE ACCOUNTS OF THE DIRECTORS, Non-Voting Non-Vote Proposal
TO EXAMINE, DISCUSS AND VOTE UP ON THE BOARD
OF DIRECTORS ANNUAL REPORT, RELATING TO FYE
31 DEC 2004
2. APPROVE TO DECIDE ON THE DISTRIBUTION OF THE Non-Voting Non-Vote Proposal
PROFITS FROM THE FY AND THE DISTR IBUTION OF DIVIDENDS
3. APPROVE TO CAPITALIZE THE SURPLUS OF PROFITS Non-Voting Non-Vote Proposal
RESERVES IN RELATION TO THE CORPO RATE STOCK
AGAINST THE PROFIT RESERVES FOR EXPANSION ACCOUNT,
LEAVING THE SAME WITH AN INCREASE OF BRL 164,878,256.93,
TAKING IT FROM BRL 972,965,581,63 TO BRL 2957,843,938,56
WITHOUT ISSUING NEW SHARES AND WITH THE CONSEQUENT
ALTERAT ION TO ARTICLE 5 OF THE COMPANY BY-LAWS
4. APPROVE THE COMPANY S CAPITAL BUDGET FOR THE Non-Voting Non-Vote Proposal
FY 2005
5. ELECT THE MEMBERS OF THE FINANCE COMMITTEE Management For
6. APPROVE TO FIX THE REMUNERATION OF THE DIRECTORS Non-Voting Non-Vote Proposal
AND FINANCE COMMITTEE, THE AN NUAL GLOBAL MOUNT
OF MONEY OF THE DIRECTOR S AND INDIVIDUAL OF
THE FINANCE COM MITTEE
----------------------------------------------------------------------------------------------------------------
SAO PAULO ALPARGATAS SA
Issuer: P8511H118 ISIN: BRALPAACNPR7
SEDOL: 2051244
----------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
----------------------------------------------------------------------------------------------------------------
* PLEASE NOTE THAT PREFERRED SHAREHOLDERS CAN VOTE Non-Voting Non-Vote Proposal
ON ITEM 4 ONLY. THANK YOU.
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Vote Proposal
OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION
S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTA TIVE AT ADP. THANK YOU.
1. RECEIVE AND APPROVE THE BOARD OF DIRECTOR S ANNUAL Non-Voting Non-Vote Proposal
REPORT, THE FINANCIAL STATE MENTS AND THE INDEPENDENT
AUDITORS REPORT RELATING TO THE FYE 31 DEC 2004
2. APPROVE THE DISTRIBUTION OF THE REMAINING BALANCE Non-Voting Non-Vote Proposal
OF NET PROFITS FROM THE FYE 31 DEC 2004, THE
CAPITAL BUDGET FOR 2004, AND TO CONFIRM THE PAYMENTS
OF INTER EST ON OWN CAPITAL AND THE DIVIDENDS
APPROVED BY THE BOARD OF DIRECTORS AND RE FERENDUM
OF THE AGM
3. ELECT THE MEMBERS OF THE BOARD OF DIRECTORS Non-Voting Non-Vote Proposal
4. ELECT THE FINANCE COMMITTEE MEMBERS Management For
5. APPROVE TO SET THE GLOBAL ANNUAL BUDGET FOR DIRECTOR Non-Voting Non-Vote Proposal
REMUNERATION
----------------------------------------------------------------------------------------------------------------
TELESP CELULAR PARTICIPACOES S A
Issuer: P9036T108 ISIN: BRTSPPACNPR0
SEDOL: 2292690
----------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
----------------------------------------------------------------------------------------------------------------
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Vote Proposal
OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION
S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTA TIVE AT ADP. THANK YOU.
A.I APPROVE THE ACCOUNTS OF THE DIRECTOR S, THE BOARD Management For
OF DIRECTORS ANNUAL REPORT, RELATING TO FYE
31 DEC 2004
A.II ELECT THE MEMBERS OF THE FINANCE COMMITTEE Management For
A.III APPROVE TO FIX THE REMUNERATION OF THE DIRECTOR Management For
S AND THE FINANCE COMMITTEE, T HE ANNUAL GLOBAL
AND INDIVIDUAL OF THE FINANCE COMMITTEE
E.I APPROVE TO CONFIRM THE WORDING OF THE ARTICLE Management Against
5 OF THE COMPANY BYLAWS AS SPECI FIED IN THE
MEETING HELD ON 07 JAN 2005 WHEN THE INCREASE
IN THE COMPANY S COR PORATE STOCK WAS RATIFIED
E.II APPROVE TO GROUP THE 1,582,563,526,803 NOMINAL Management For
BOOK ENTRY SHARES OF NO PAR VAL UE, OF WHICH
552,896,931,154 BEING COMMON SHARES AND 1,029,666,595,649
BEING P REFERRED SHARES, REPRESENTATIVE OF THE
CORPORATE STOCK, AT THE RATE 2,500 SHAR ES FOR
01 SHARE OF THE RESPECTIVE TYPE, TRANSFORMING
THEM INTO 633,025,410 NOM INAL BOOK ENTRY SHARES
OF NO PAR VALUE, OF WHICH 221,158,772 ARE COMMON
SHARES AND 411,866,638 ARE PREFERRED SHARES,
IN ACCORDANCE WITH THE PROVISIONS OF TH E ARTICLE
12 OF LAW NUMBER 6.404/76, WITH THE CONSEQUENT
AMENDMENT TO THE ARTI CLE 5 OF THE COMPANY BYLAWS
E.III AMEND THE ARTICLE 4 OF THE COMPANY BYLAWS, AS Management For
A CONSEQUENCE TO GROUP SHARES, R ELATING TO THE
AUTHORIZED CAPITAL LIMIT, CHANGING LIMIT FORM
TO UP TO 1,800,00 0,000,000 TO SEVEN HUNDRED
AND 720,000,000 SHARES
----------------------------------------------------------------------------------------------------------------
WEG SA
Issuer: P9832B137 ISIN: BRWEGEACNPR7
SEDOL: 2945433
----------------------------------------------------------------------------------------------------------------
Vote Group: UNASSIGNED
Proposal Proposal Vote Against
Number Proposal Type Cast Mgmt.
----------------------------------------------------------------------------------------------------------------
* IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting Non-Vote Proposal
OWNER SIGNED POWER OF AT TORNEY (POA) IS REQUIRED
IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION
S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE
YOUR INSTRUCTIONS TO BE REJECTED . SHOULD YOU
HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTA TIVE AT ADP. THANK YOU.
* PLEASE NOTE THAT PREFERRED SHAREHOLDERS CAN VOTE Non-Voting Non-Vote Proposal
ONLY ON RESOLUTION 5. THANK Y OU.
1. APPROVE THE BOARD OF DIRECTORS ANNUAL REPORT, Non-Voting Non-Vote Proposal
THE FINANCIAL STATEMENTS, EXTER NAL AUDITORS
AND OF THE FINANCE COMMITTEE AND DOCUMENTS OPINION
REPORT RELATIN G TO FYE 31 DEC 2004
2. APPROVE THE DISTRIBUTION OF THE FY NET PROFITS Non-Voting Non-Vote Proposal
3. APPROVE THE DIVIDENDS TO CONFIRM THE DECISION Non-Voting Non-Vote Proposal
OF THE BOARD OF DIRECTORS, MINUT ES NUMBER 388
OF 23 JUL 2004, MINUTES NUMBER 398 INTEREST
ON OWN CAPITAL OF 16 DEC 2004, AND MINUTES NUMBER
402 OF 17 FEB 2005 THAT DEAL WITH DIVIDENDS
4. APPROVE TO SET THE DIRECTORS GLOBAL REMUNERATION Non-Voting Non-Vote Proposal
5. ELECT THE FINANCE COMMITTEE Management For
6. OTHER MATTERS TO INTEREST COMPANY Non-Voting Non-Vote Proposal
Vote Summary Report (Long)
07/01/04 to 06/30/05
SABESP, Companhia
Saneamento Basico Shares
Sao Paulo Voted 106,400,000 Security
Meeting Date 3/21/2005 Meeting Type EGM Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Elect Director to the Board
1 of Directors Mgmt For For
Transact Other Business
2 (Voting) Mgmt For Against
Klabin Sa Brasil Shares Security
Voted 1,364,000
Meeting Date 3/21/2005 Meeting Type MIX Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Special Meeting Agenda
Cancel 221,829 Common Shares
and 895,216 Preferred Shares
Held in Treasury Without
1 Reduction in Capital Mgmt For For
Authorize Increase in
Capital through
Capitalization of Reserves
for a Value of BRL 300
2 Million Without New Issuance Mgmt For For
Amend Art. 5 of Bylaws to
3 Reflect Changes in Capital Mgmt For For
Annual Meeting Agenda
Accept Financial Statements
4 and Statutory Reports Mgmt For For
Approve Allocation of Income
5 and Dividends Mgmt For For
6 Elect Directors to the Board Mgmt For For
Ratify and Fix Remuneration
7 of Directors Mgmt For For
Elect Supervisory Board and
8 Fix their Remuneration Mgmt For For
Transact Other Business
9 (Voting) Mgmt For Against
Natura Cosmeticos Shares Security
SA, Sao Paulo Voted 119,600
Meeting Date 3/29/2005 Meeting Type MIX Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda
Accept Financial Statements
1 and Statutory Reports Mgmt For For
Approve Allocation of Income
2 and Dividends Mgmt For For
3 Elect Board of Directors Mgmt For For
Approve Remuneration of
4 Directors Mgmt For For
Special Meeting Agenda
Approve Increase in the
Number of Co-Chairmans of
the Board to Three from Two
Without Modification in the
Number of Directors and
5 Amend Art. 18 Mgmt For Against
6 Amend Stock Option Plan Mgmt For For
Tele Centro Oeste
Celular Shares
Participacoes Sa Voted 1,055,043,926 Security P9029W100
Meeting Date 3/31/2005 Meeting Type AGM Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda -
Preferred Shareholders Can
Vote on Item 5
Accept Financial Statements
1 and Statutory Reports Mgmt For For
Approve Allocation of Income
2 and Dividends Mgmt For For
Capitalization Against the
Income Reserve for Expansion
Account; Amend Art. 5
3 Accordingly Mgmt For For
4 Approve 2005 Capital Budget Mgmt For For
5 Elect Supervisory Board Mgmt For For
Approve Aggregate
Remuneration for Directors
and Individual Remuneration
6 for Supervisory Board Members Mgmt For For
Special Meeting Agenda
Approve Terms and Conditions
for the Cancelling of 5.78
Billion Common Shares
Without a Capital Reduction;
Reissue 1.527 Million Common
Shares and 2.087 Million
Preferred Shares, Remaining
from the Company's
Restructure Approved at the
7 06-30-2004 EGM Mgmt For For
Approve 3000:1 Reverse Stock
Split Resulting in 129
Million Shares of Which,
43.15 Million Correspond to
Common Shares and 85.735
Correspond to Preferred
Shares; Amend Art. 5
8 Accordingly Mgmt For For
Amend Art.6 in Light of the
9 Reverse Stock Split Mgmt For For
10 Amend Corporate Purpose Mgmt For For
Amend and Renumber Bylaws
Without Modifying the Rights
and/or Advantages Guaranteed
11 to Preferred Shareholders Mgmt For For
12 Consolidate Bylaws Mgmt For For
Petroleo Shares Security
Brasileiro Voted 1,711,658
Meeting Date 3/31/2005 Meeting Type AGM Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Accept Financial Statements
1 and Statutory Reports Mgmt For For
2 Approve 2005 Capital Budget Mgmt For For
3 Approve Allocation of Income Mgmt For For
Elect Board of Directors,
Supervisory Board and their
4 Alternates Mgmt For For
Elect Chairman of the Board
5 of Directors Mgmt For For
Approve Remuneration of
Directors and Supervisory
Board; Approve Profit
6 Sharing Plan Mgmt For Against
Companhia de
Concessoes Shares
Rodoviarias Voted 324,000 Security
Meeting Date 3/31/2005 Meeting Type AGM Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Accept Individual and
Consolidated Financial
Statements and Statutory
1 Reports Mgmt For For
2 Approve 2005 Capital Budget Mgmt For For
3 Approve Allocation of Income Mgmt For For
Fix Number of Open Board
4 Seats for Coming Year Mgmt For For
Elect Board of Directors and
Nominate the Chairman and
5 Vice- Chairman Mgmt For For
Approve Remuneration of
6 Directors Mgmt For For
7 Elect Supervisory Board Mgmt For For
BRASKEM S A
(formerly
COPENE-PETROQUIMICA Shares
DO NORDESTE SA CPN Voted 75,638,600 Security P18533110
Meeting Date 3/31/2005 Meeting Type AGM Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda
Accept Financial Statements
1 and Statutory Reports Mgmt For For
2 Approve Capital Budget Mgmt For For
3 Approve Allocation of Income Mgmt For For
4 Elect Supervisory Board Mgmt For For
Special Meeting Agenda
5 Elect Directors to the Board Mgmt For For
Approve Annual Aggregate
6 Remuneration of Directors Mgmt For For
Ratify and Approve Appraisal
Firm to Perform Asset
Appraisal of Odebrecht
7 Quimica SA Mgmt For For
Approve Documents Relating
to the Incorporation of
Odebrecht Quimica by the
8 Company Mgmt For For
Approve Incorporation of
Odebrecht Quimica Without
9 Capital Increase Mgmt For For
Approve 250:1 Reverse Stock
10 Split Mgmt For For
Amend Art. 4 to Reflect
Changes in Capital Due to
11 the Reverse Stock Split Mgmt For For
Approve 1:2 Stock Split of
12 American Depositary Shares Mgmt For For
PORTO SEGURO SA Shares Security
Voted 300,000 P7905C107
Meeting Date 3/31/2005 Meeting Type AGM Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Accept Financial Statements
1 and Statutory Reports Mgmt For For
2 Approve Allocation of Income Mgmt For For
3 Ratify Interest Over Capital Mgmt For For
Elect Board of Directors;
Nominate Chairman and
4 Co-Chairman Mgmt For For
Approve Aggregate Annual
5 Remuneration of Directors Mgmt For For
Sao Paulo Shares Security
Alpargatas S.A. Voted 32,579,600 P8511H118
Meeting Date 4/1/2005 Meeting Type AGM Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda
Accept Financial Statements
1 and Statutory Reports Mgmt For For
Approve Allocation of
Income; Approve 2005 Capital
Budget; Approve Ratification
of Interest Over Capital
2 Distributions Mgmt For For
3 Elect Directors Mgmt For For
4 Elect Supervisory Board Mgmt For For
Approve Remuneration of
5 Directors Mgmt For For
Special Meeting Agenda
Approve Increase in Capital
Through Capitalization of
1999 Investment Reserve for
6 a Value of BRL49.982 Million Mgmt For For
Amend Art. 22 of the Bylaws
Re: Making Permanent the
Operations of the
7 Supervisory Board Mgmt For For
Telesp Celular Shares Security
Participacoes S/A Voted 1,778,685,780 P9036T108
Meeting Date 4/1/2005 Meeting Type MIX Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda -
Preferred Shareholders are
Entitled to Vote on Items 2
and 3 of this Annual Meeting
Agenda
Accept Financial Statements
1 and Statutory Reports Mgmt For For
Elect Supervisory Board
2 Members Mgmt For For
Approve Aggregate
Remuneration for Directors
and Individual Remuneration
3 for Supervisory Board Members Mgmt For For
Special Meeting Agenda -
Preferred Shareholders are
Entitled to Vote on All
Items of this Special
Meeting Agenda
Ratify the Amendment to Art.
5 of the Bylaws to Reflect
4 Increase in Capital Mgmt For Against
Approve 2500:1 Reverse Stock
Split Resulting in 633
Million Shares, of Which 221
Million Correspond to Common
Shares and 412 Million
Correspond to Preferred
Shares; Consequent Amendment
5 to Art. 5 Mgmt For For
Amend Art. 4 Re: Authorized
Capital Limit in Light of
6 the Proposal in Item 5 Mgmt For For
ALL AMERICA
LATINA
LOGISTICASA ALL Shares
AMERICA LAT BRASIL Voted 834,000 Security P01627143
Meeting Date 4/1/2005 Meeting Type MIX Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda
Accept Financial Statements
1 and Statutory Reports Mgmt For For
Approve Allocation of Income
2 and Dividends Mgmt For For
Elect Board of Directors and
3 Supervisory Board Mgmt For For
Special Meeting Agenda
4 Amend Art. 24 of the Bylaws Mgmt For Against
WEG SA Shares Security
Voted 14,356,500 P9832B137
Meeting Date 4/4/2005 Meeting Type MIX Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Accept Financial Statements
1 and Statutory Reports Mgmt For For
2 Approve Allocation of Income Mgmt For For
Approve Dividend and
Payments of Interest over
3 Capital Mgmt For For
Authorize Increase in
Capital to BRL 1 Billion
from BRL 750 Million through
Capitalization of Reserves;
4 Amend Art. 5 Accordingly Mgmt For For
Approve Aggregate
5 Remuneration of Directors Mgmt For For
6 Elect Board of Directors Mgmt For For
7 Elect Supervisory Board Mgmt For For
Cancel Company Treasury
8 Shares Mgmt For For
Transact Other Business
9 (Voting) Mgmt For Against
GOL LINHAS AEREAS Shares Security
INTELIGENTES Voted 277,184 P491AF117
Meeting Date 4/11/2005 Meeting Type AGM Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda
Accept Financial Statements
1 and Statutory Reports Mgmt For For
Approve Allocation of Income
2 and Dividends Mgmt For For
Elect Directors and Fix
3 their Remuneration Mgmt For For
Tele Norte Leste
Participacoes Shares
(TELEMAR) Voted 848,254 Security P9036X109 P9036X117
Meeting Date 4/12/2005 Meeting Type AGM Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda -
Preference Shareholders Are
Entitled to Vote in Item 3
Accept Financial Statements
1 and Statutory Reports Mgmt For For
Approve Allocation of Income
and Dividends and Approve
2 the Capital Budget Mgmt For For
Elect Supervisory Board
3 Members and their Alternates Mgmt For For
Approve Remuneration of
4 Directors Mgmt For For
Telemar Norte
Leste S.A. Shares
(frmrly. TELERJ) Voted 219,434 Security P9037H103
Meeting Date 4/12/2005 Meeting Type AGM Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda -
Preference Shareholders Are
Entitled to Vote in Items 3
and 4
Accept Financial Statements
1 and Statutory Reports Mgmt For For
Approve Allocation of
Income, Dividends,
Participation to Employees
of the Company, and Capital
2 Budget Mgmt For For
Elect Board of Directors and
3 their Respective Alternates Mgmt For For
Elect Supervisory Board and
4 their Respective Alternates Mgmt For For
Approve Remuneration of
Directors and Supervisory
5 Board Mgmt For For
Caemi Mineracao e Shares Security
Metalurgia S.A. Voted 14,490,500 P1915P109
Meeting Date 4/15/2005 Meeting Type MIX Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda
Accept Financial Statements
1 and Statutory Reports Mgmt For For
Approve Allocation of Income
2 and Dividends Mgmt For For
Elect Members and Alternates
to the Board of Directors;
3 Designate Chairman Mgmt For For
Approve Annual Remuneration
4 of Directors Mgmt For For
Special Meeting Agenda
Approve Increase in Capital
Through Capitalization of
Reserves Without Issuance of
5 Shares; Amend Art. 5 Mgmt For For
Embraer, Empresa
Brasileira de Shares
Aeronautica Voted 1,498,932 Security P3700H169
Meeting Date 4/18/2005 Meeting Type MIX Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda
Accept Financial Statements
1 and Statutory Reports Mgmt For For
2 Approve Allocation of Income Mgmt For For
Elect Supervisory Board
3 Members Mgmt For For
Elect Members to the Board
4 of Directors Mgmt For For
Approve Remuneration of
Supervisory Board Members
and Aggregate Annual
5 Remuneration for Directors Mgmt For For
Special Meeting Agenda
Authorize Capitalization of
Reserves, Without Issuance
of Shares; Amend Art. 5 in
Light of Capitalization of
Reserve and of the
Ratification of the New
Capital Arising from the
Exercise of Options to
6 Purchase Preferred Shares Mgmt For Against
Amend Arts. 12, 15, 19, 20
7 and Art. 25 Mgmt For For
8 Consolidate Bylaws Mgmt For Against
GRENDENE SA Shares Security
Voted 200,000 P49516100
Meeting Date 4/18/2005 Meeting Type AGM Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda
Accept Financial Statements
1 and Statutory Reports Mgmt For For
Approve Allocation of Income
2 and Dividends Mgmt For For
Elect Members to the Board
3 and Fix their Remuneration Mgmt For For
Special Meeting Agenda
Authorize Capitalization of
Reserves for a Value of BRL
20 Million and Subsidy for
Investments Related to
Benefits Granted by the
State of Ceara for a Value
4 of BRL 93 Million Mgmt For For
Amend Art. 5 to Reflect
Changes in Capital Following
5 the Proposal in Item 4 Mgmt For For
Tele Norte Leste
Participacoes Shares
(TELEMAR) Voted 49 Security P9036X117
Meeting Date 4/19/2005 Meeting Type EGM Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Special Meeting Agenda
Approve Allocation of
Interest Over Capital Up to
the Limit of BRL 400 Million
1 for Fiscal Year 2005 Mgmt For For
Votorantim
Celulose E Papel Shares
S.A. Voted 1,434,500 Security P9806R118
Meeting Date 4/20/2005 Meeting Type AGM Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda
Accept Financial Statements
1 and Statutory Reports Mgmt For For
Approve Allocation of Income
2 and Dividends Mgmt For For
Elect Members to the Board
of Directors and the
Supervisory Board; Fix
Aggregate Annual
Remuneration for Corporate
3 Bodies Mgmt For For
Designate Newspaper to
4 Publish Meeting Announcements Mgmt For For
Special Meeting Agenda
Approve Controlling Stake in
5 Ripasa S.A. Celulose e Papel Mgmt For Against
Amend Bylaws Re: Making
Permanent the Supervisory
Board, As Well As Modifying
Its Competencies, Structure
6 and Composition Mgmt For For
Approve Internal Policy Re:
Auto-Regulation, Approved at
the Board Meeting Held on
7 Nov. 9, 2001 Mgmt For For
COPEL, Companhia
Paranaense de Shares
Energia Voted 0 Security P30557139
Meeting Date 4/25/2005 Meeting Type AGM Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda
Accept Financial Statements
1 and Statutory Reports Mgmt For
Approve Allocation of Income
2 and Interest Over Capital Mgmt For
Elect Members to the Board
3 of Directors Mgmt For
Elect Supervisory Board
4 Members Mgmt For
Approve Remuneration of
Directors and Supervisory
5 Board Members Mgmt For
Designate Newspaper to
6 Publish Meeting Announcements Mgmt For
Companhia Vale Do Shares Security
Rio Doce Voted 2,030,812 P2605D109
Meeting Date 4/27/2005 Meeting Type MIX Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda
-Preference Shareholders Are
Entitled to Vote in All of
the Items Below
Accept Financial Statements
1 and Statutory Reports Mgmt For For
Approve Allocation of Income
2 and Capital Budget Mgmt For For
Elect Members to the Board
3 of Directors Mgmt For For
Elect Supervisory Board
4 Members Mgmt For For
Approve Remuneration of
Directors and Supervisory
5 Board Mgmt For For
Special Meeting Agenda
Authorize Increase in
Capital, Through
Capitalization of Reserves,
Without Issuance of Shares;
6 Amend Art. 5 Mgmt For For
Amend Shareholder
7 Remuneration Policy Mgmt For For
Banco Itau
Holding
Financeira(frmly Shares
Banco Itau S.A.) Voted 444,049 Security P1391K111
Meeting Date 4/27/2005 Meeting Type MIX Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda -
Preferred Shareholders Are
Entitled to Vote on Item 4
Accept Consolidated
Financial Statements and
1 Statutory Reports Mgmt For For
2 Approve Allocation of Income Mgmt For For
Elect Members to the Board
3 of Directors Mgmt For For
Elect Supervisory Board
4 Members Mgmt For For
Approve Remuneration of
5 Directors Mgmt For For
Special Meeting Agenda
Authorize Increase in
Capital to BRL 8.3 Billion
from BRL 8.1 Billion Through
Capitalization of Reserves,
6 Without Issuance of Shares Mgmt For For
Cancel 88,803 Common Shares
Held in Treasury, Without
Reduction in the Company's
7 Capital Mgmt For For
Transform the Current Itau
Holdings Options Committee
8 into a Remuneration Committee Mgmt For For
Account for the Disclosure
Committee and the Securities
Transaction Commmittee in
9 the Bylaws Mgmt For For
Increase Size of the
Executive Officer Board to
12 Members from 10; Create
the Positions of Managing
Director and Deputy Managing
Director; Modify Directors
Responsibilities and;
Increase the Term for the
Board to Elect the Executive
10 Officer Board Mgmt For For
Amend Bylaws in Light of the
Modifications in the
Previous Items As Well As
Register the Financial
Institution Providing
Services for Registered
Shares and Make Available
the Auditor's Report to the
Private Insurance
11 Superintendency Mgmt For For
Amend Stock Option Plan Re:
Transformation of the Itau
Holding Options Committee
into the Remuneration
12 Committee Mgmt For Against
Eletrobras,
Centrais
Eletricas Shares
Brasileiras S.A. Voted 380,000,000 Security P22854106
Meeting Date 4/28/2005 Meeting Type MIX Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda -
Preference Shareholders are
Entitled to Vote on Item 3
Accept Financial Statements
1 and Statutory Reports Mgmt For For
Approve Allocation of Income
2 and Dividends Mgmt For For
3 Elect Supervisory Board Mgmt For For
Approve Remuneration of
4 Directors Mgmt For For
Special Meeting Agenda
Approve Conversion of
Credits of Compulsory Loans
for an Amount Equal to BRL
3.54 Billion into Preference
5 Class B Shares; Amend Art. 6 Mgmt For For
Authorize Increase in
Capital Through
Capitalization of Reserves;
6 Amend Art. 6 Mgmt For For
Amend Art. 17 of the Bylaws
Re: Decreasing the Terms of
Members of the Board to One
7 Year from Three Years Mgmt For For
Gerdau S.A. Shares Security
Voted 2,189,040 P2867P113
Meeting Date 4/28/2005 Meeting Type MIX Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Approve Modification in the
Limit of New Shares to 400
Million Common Shares and
1 800 Million Preferred Shares Mgmt For For
Amend Art. 4 to Reflect
Changes in Capital Approved
at the Board Meeting Held on
2 March 31, 2005 Mgmt For For
Amend Art. 13 Re:
Competencies and
Responsibility of the
3 Supervisory Board Mgmt For For
Consolidate Bylaws in Light
4 of the Previous Proposals Mgmt For For
5 Amend Stock Option Plan Mgmt For Against
Re-Ratify the Relation of
Fixed Assets Referred to in
Anex 2 of the EGM Held on
6 Nov. 28, 2003 Mgmt For For
Accept Financial Statements
7 and Statutory Reports Mgmt For For
Approve Allocation of Income
8 and Dividends Mgmt For For
Elect Directors to the Board
9 and Fix their Remuneration Mgmt For For
Elect Supervisory Board
Members, Their Alternates
10 and Fix Their Remuneration Mgmt For For
DIAGNOSTICOS DA Shares Security
AMERICA SA Voted 230,700 P3589C109
Meeting Date 4/28/2005 Meeting Type MIX Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Accept Financial Statements
1 and Statutory Reports Mgmt For For
2 Approve Allocation of Income Mgmt For For
Elect Members to the Board
3 of Directors Mgmt For For
Approve Aggregate Annual
4 Remuneration of Directors Mgmt For For
Companhia
Siderurgica Shares
Nacional (CSN) Voted 2,411,600 Security P8661X103
Meeting Date 4/29/2005 Meeting Type AGM Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Accept Financial Statements
1 and Statutory Reports Mgmt For For
2 Ratify Interim Dividends Mgmt For For
3 Approve Allocation of Income Mgmt For For
4 Elect Board of Directors Mgmt For For
Approve Aggregate Annual
5 Remuneration of Directors Mgmt For For
SABESP, Companhia
Saneamento Basico Shares
Sao Paulo Voted 106,400,000 Security P8228H104
Meeting Date 4/29/2005 Meeting Type MIX Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda
Accept Financial Statements
1 and Statutory Reports Mgmt For For
2 Approve Allocation of Income Mgmt For For
Elect Board of Directors,
the Supervisory Board and
3 their Respective Alternates Mgmt For For
Special Meeting Agenda
Ratify the New Criteria for
the Remuneration of the
4 Board of Directors Mgmt For Against
Amend Art. 15 of Bylaws in
5 Light of Item 4 Mgmt For Against
Brasil Telecom
SA(Formerly
TELEPAR, Telecom. Shares
do Parana) Voted 1,132,078,868 Security P18445158
Meeting Date 4/29/2005 Meeting Type MIX Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda
Accept Financial Statements
1 and Statutory Reports Mgmt For For
Approve Allocation of Income
2 and Dividends Mgmt For For
Elect Members and Alternates
3 to the Board of Directors Mgmt For For
Elect Supervisory Board
4 Members and Alternates Mgmt For For
Special Meeting Agenda
Approve Aggregate
Remuneration of Members of
the Board of Directors and
Executive Officer Board;
Approve the Individual
Remuneration of the
5 Supervisory Board Members Mgmt For For
6 Amend Art. 5 of the Bylaws Mgmt For Against
Brasil Telecom
Participacoes
S.A. (frm.Tele Shares
Centro Sul Parti Voted 1,184,456,600 Security P18430150
Meeting Date 4/29/2005 Meeting Type MIX Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda
Accept Financial Statements
1 and Statutory Reports Mgmt For For
Approve Allocation of Income
2 and Dividends Mgmt For For
Elect Supervisory Board
3 Members and Alternates Mgmt For For
Special Meeting Agenda
Approve Aggregate
Remuneration of Members of
the Board of Directors and
the Executive Officer Board;
Approve Individual
Remuneration of Supervisory
4 Board Members Mgmt For For
5 Amend Art.5 of the Bylaws Mgmt For Against
Aracruz Celulose Shares Security
Voted 5,109,599 P0441Z110
Meeting Date 4/29/2005 Meeting Type MIX Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda -
Preferred Shareholders Are
Entitled to Vote on Item 4
Accept Financial Statements
1 and Statutory Reports Mgmt For For
Approve Allocation of Income
2 and Dividends Mgmt For For
3 Approve Capital Budget Mgmt For For
Elect Supervisory Board
4 Members Mgmt For For
Elect Members to the Board
5 of Directors Mgmt For For
Approve Remuneration of
Directors and Members of the
6 Supervisory Board Mgmt For For
Special Meeting Agenda
Amend Arts. 15, 17 and 19 of
7 the Bylaws Mgmt For Against
Cemig, Companhia
Energetica De Shares
Minas Gerais Voted 842,171,369 Security P2577R110
Meeting Date 4/29/2005 Meeting Type AGM Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda -
Preferred Holders Are
Entitled to Vote on Item 4
Accept Financial Statements
1 and Statutory Reports Mgmt For For
2 Approve Allocation of Income Mgmt For For
Approve Payment of Interest
3 Over Capital and Dividends Mgmt For For
Elect Supervisory Board
Members, Their Alternates
4 and Fix their Remuneration Mgmt For For
Approve Remuneration of
5 Directors Mgmt For For
Sadia S.A. Shares Security
Voted 10,198,045 P8711W105
Meeting Date 4/29/2005 Meeting Type MIX Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Annual Meeting Agenda
Accept Financial Statements
1 and Statutory Reports Mgmt For For
Approve Allocation of Income
2 and Dividends Mgmt For For
Elect Directors and Fix
3 their Remuneration Mgmt For For
Elect Supervisory Board
Members and Fix their
4 Remuneration Mgmt For For
Special Meeting Agenda
Authorize Increase in
Capital to BRL 1.5 Billion
from BRL 1 Billion Through
Capitalization of Reserves,
Without Issuance; Amend
5 Bylaws Mgmt For For
Amend Bylaws Re: Increase in
Capital; Board of Director
Competencies; Audit
Committee; Increase in Size
of Executive Officer Board;
Executive Officer Board
Competencies and;
6 Supervisory Board Mgmt For For
7 Consolidate Bylaws Mgmt For For
8 Approve Stock Option Plan Mgmt For For
Approve Incorporation of
Subsidiary, Including;
Board's Proposal for the
Incorporation; Appraisal
9 Firm and; Appraisal Report Mgmt For For
GRENDENE SA Shares Security
Voted 400,000 B03L0B0 P49516100
Meeting Date 6/6/2005 Meeting Type EGM Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Special Meeting Agenda
Amend Art. 23 Re: Executive
1 Officer Board Mgmt For For
COPEL, Companhia
Paranaense de Shares
Energia Voted 1,290,333,400 Security 2200154 P30557139
Meeting Date 6/17/2005 Meeting Type EGM Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Special Meeting Agenda -
Preferred Shareholders Are
Entitled to Vote on Item 3
Amend Arts. 11, 15, and 21
of the Bylaws Re: Compliance
1 with Sarbanes-Oxley Act Mgmt For For
Amend Art. 4 Re: Conversion
of Preferred A Shares into
2 Preferred B Shares Mgmt For For
Elect Alternate Supervisory
3 Board Member Mgmt For For
Companhia
Siderurgica Shares
Nacional (CSN) Voted 3,617,400 Security B019KX8 P8661X103
Meeting Date 6/23/2005 Meeting Type EGM Record Date N/A
Ballot Issues Proponent Mgmt Vote
Rec Cast
Special Meeting Agenda
Amend Bylaws to Create an
1 Audit Committee Mgmt For Against
SIGNATURES
[See General Instruction F]
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) Brazil Fund, Inc.
By (Signature and Title)* /s/Julian Sluyters
-----------------------------------------------
Julian Sluyters, Chief Executive Officer
Date 8/15/05
-------
* Print the name and title of each signing officer under his or her signature.