-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KbPw+8USRqSd9006wPRzkstTAG/81zgldvpE+ummF3vywLDLXzH9lr103RCPxiI3 M9acdmSlCmke2ui5nl4GhQ== 0001271631-06-000177.txt : 20060828 0001271631-06-000177.hdr.sgml : 20060828 20060828120526 ACCESSION NUMBER: 0001271631-06-000177 CONFORMED SUBMISSION TYPE: N-PX PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060630 FILED AS OF DATE: 20060828 DATE AS OF CHANGE: 20060828 EFFECTIVENESS DATE: 20060828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EATON VANCE TAX ADVANTAGED DIVIDEND INCOME FUND CENTRAL INDEX KEY: 0001253327 IRS NUMBER: 000000000 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: N-PX SEC ACT: 1940 Act SEC FILE NUMBER: 811-21400 FILM NUMBER: 061057731 BUSINESS ADDRESS: STREET 1: THE EATON VANCE BUILDING STREET 2: 255 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6174828260 MAIL ADDRESS: STREET 1: THE EATON VANCE BUILDING STREET 2: 255 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 N-PX 1 adp2k3_0001253327.txt ADP2K3_0001253327.TXT 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 - -------------------------------------------------------------------------------------------------------------------------- ALLIED IRISH BANKS PLC Agenda Number: 700928370 - -------------------------------------------------------------------------------------------------------------------------- Security: G02072117 Meeting Type: AGM Meeting Date: 26-Apr-2006 Ticker: ISIN: IE0000197834 - -------------------------------------------------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------------------------------------------------- ALLTEL CORPORATION Agenda Number: 932450872 - -------------------------------------------------------------------------------------------------------------------------- Security: 020039103 Meeting Type: Annual Meeting Date: 20-Apr-2006 Ticker: AT ISIN: - -------------------------------------------------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------------------------------------------------- ALTRIA GROUP, INC. Agenda Number: 932456228 - -------------------------------------------------------------------------------------------------------------------------- Security: 02209S103 Meeting Type: Annual Meeting Date: 27-Apr-2006 Ticker: MO ISIN: - -------------------------------------------------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------------------------------------------------- ASTRAZENECA PLC Agenda Number: 932484683 - -------------------------------------------------------------------------------------------------------------------------- Security: 046353108 Meeting Type: Annual Meeting Date: 27-Apr-2006 Ticker: AZN ISIN: - -------------------------------------------------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------------------------------------------------- AT&T INC. Agenda Number: 932448043 - -------------------------------------------------------------------------------------------------------------------------- Security: 00206R102 Meeting Type: Annual Meeting Date: 28-Apr-2006 Ticker: T ISIN: - -------------------------------------------------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------------------------------------------------- BANK OF AMERICA CORPORATION Agenda Number: 932453866 - -------------------------------------------------------------------------------------------------------------------------- Security: 060505104 Meeting Type: Annual Meeting Date: 26-Apr-2006 Ticker: BAC ISIN: - -------------------------------------------------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------------------------------------------------- BANK OF MONTREAL Agenda Number: 932431430 - -------------------------------------------------------------------------------------------------------------------------- Security: 063671101 Meeting Type: Annual Meeting Date: 02-Mar-2006 Ticker: BMO ISIN: - -------------------------------------------------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------------------------------------------------- BARCLAYS PLC Agenda Number: 700910260 - -------------------------------------------------------------------------------------------------------------------------- Security: G08036124 Meeting Type: AGM Meeting Date: 27-Apr-2006 Ticker: ISIN: GB0031348658 - -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Receive the reports of the Directors and Auditors Mgmt For For and the audited accounts of the Company for the YE 31 DEC 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 - -------------------------------------------------------------------------------------------------------------------------- BELLSOUTH CORPORATION Agenda Number: 932450632 - -------------------------------------------------------------------------------------------------------------------------- Security: 079860102 Meeting Type: Annual Meeting Date: 24-Apr-2006 Ticker: BLS ISIN: - -------------------------------------------------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------------------------------------------------- BNP PARIBAS, PARIS Agenda Number: 700922203 - -------------------------------------------------------------------------------------------------------------------------- Security: F1058Q238 Meeting Type: AGM Meeting Date: 23-May-2006 Ticker: ISIN: FR0000131104 - -------------------------------------------------------------------------------------------------------------------------- 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: - -------------------------------------------------------------------------------------------------------------------------- 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 -----END PRIVACY-ENHANCED MESSAGE-----