N-PX 1 brd0310001396502.txt BRD0310001396502.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: 811-22056 NAME OF REGISTRANT: John Hancock Tax-Advantaged Global Shareholder Yield Fund ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 601 Congress Street Boston, MA 02210 NAME AND ADDRESS OF AGENT FOR SERVICE: Charles Rizzo 601 Congress Street Boston, MA 02210 REGISTRANT'S TELEPHONE NUMBER: 617-663-3000 DATE OF FISCAL YEAR END: 10/31 DATE OF REPORTING PERIOD: 07/01/2010 - 06/30/2011 JHF TAX-ADV GLOB SHRHLDR YLD -------------------------------------------------------------------------------------------------------------------------- ALTRIA GROUP, INC. Agenda Number: 933406046 -------------------------------------------------------------------------------------------------------------------------- Security: 02209S103 Meeting Type: Annual Meeting Date: 19-May-2011 Ticker: MO ISIN: US02209S1033 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF DIRECTOR: ELIZABETH E. BAILEY Mgmt For For 1B ELECTION OF DIRECTOR: GERALD L. BALILES Mgmt For For 1C ELECTION OF DIRECTOR: JOHN T. CASTEEN III Mgmt For For 1D ELECTION OF DIRECTOR: DINYAR S. DEVITRE Mgmt For For 1E ELECTION OF DIRECTOR: THOMAS F. FARRELL II Mgmt For For 1F ELECTION OF DIRECTOR: THOMAS W. JONES Mgmt For For 1G ELECTION OF DIRECTOR: GEORGE MUNOZ Mgmt For For 1H ELECTION OF DIRECTOR: NABIL Y. SAKKAB Mgmt For For 1I ELECTION OF DIRECTOR: MICHAEL E. SZYMANCZYK Mgmt For For 02 RATIFICATION OF THE SELECTION OF INDEPENDENT Mgmt For For REGISTERED PUBLIC ACCOUNTING FIRM. 03 ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY'S Mgmt For For NAMED EXECUTIVE OFFICERS. 04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year * VOTES ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. ***THE BOARD OF DIRECTORS DOES NOT HAVE A RECOMMENDATION FOR VOTING ON THIS PROPOSAL. IF NO SPECIFICATION IS MADE, THIS PROPOSAL WILL BE VOTED ABSTAIN.*** 05 SHAREHOLDER PROPOSAL - ADDRESS CONCERNS REGARDING Shr Against For TOBACCO FLAVORING. -------------------------------------------------------------------------------------------------------------------------- ARTHUR J. GALLAGHER & CO. Agenda Number: 933398441 -------------------------------------------------------------------------------------------------------------------------- Security: 363576109 Meeting Type: Annual Meeting Date: 10-May-2011 Ticker: AJG ISIN: US3635761097 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF DIRECTOR: WILLIAM L. BAX Mgmt For For 1B ELECTION OF DIRECTOR: FRANK E. ENGLISH, JR. Mgmt For For 1C ELECTION OF DIRECTOR: J. PATRICK GALLAGHER, Mgmt For For JR. 1D ELECTION OF DIRECTOR: ELBERT O. HAND Mgmt For For 1E ELECTION OF DIRECTOR: ILENE S. GORDON Mgmt For For 1F ELECTION OF DIRECTOR: DAVID S. JOHNSON Mgmt For For 1G ELECTION OF DIRECTOR: KAY W. MCCURDY Mgmt For For 1H ELECTION OF DIRECTOR: NORMAN L. ROSENTHAL Mgmt For For 1I ELECTION OF DIRECTOR: JAMES R. WIMMER Mgmt For For 02 APPROVAL OF THE ARTHUR J. GALLAGHER & CO. 2011 Mgmt For For LONG-TERM INCENTIVE PLAN 03 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Mgmt For For AUDITOR FOR 2011 04 ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED Mgmt For For EXECUTIVE OFFICERS 05 ADVISORY VOTE ON THE FREQUENCY OF A STOCKHOLDER Mgmt 1 Year For VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS -------------------------------------------------------------------------------------------------------------------------- ASTRAZENECA PLC Agenda Number: 933391702 -------------------------------------------------------------------------------------------------------------------------- Security: 046353108 Meeting Type: Annual Meeting Date: 28-Apr-2011 Ticker: AZN ISIN: US0463531089 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 TO RECEIVE THE COMPANY'S ACCOUNTS AND THE REPORTS Mgmt For For OF THE DIRECTORS AND AUDITOR FOR THE YEAR ENDED 31 DECEMBER 2010 02 TO CONFIRM DIVIDENDS Mgmt For For 03 TO RE-APPOINT KPMG AUDIT PLC, LONDON AS AUDITOR Mgmt For For 04 TO AUTHORISE THE DIRECTORS TO AGREE THE REMUNERATION Mgmt For For OF THE AUDITOR 5A TO ELECT OR RE-ELECT THE DIRECTOR: LOUIS SCHWEITZER Mgmt For For 5B TO ELECT OR RE-ELECT THE DIRECTOR: DAVID BRENNAN Mgmt For For 5C TO ELECT OR RE-ELECT THE DIRECTOR: SIMON LOWTH Mgmt For For 5D TO ELECT OR RE-ELECT THE DIRECTOR: BRUCE BURLINGTON Mgmt For For 5E TO ELECT OR RE-ELECT THE DIRECTOR: JEAN-PHILIPPE Mgmt For For COURTOIS 5F TO ELECT OR RE-ELECT THE DIRECTOR: MICHELE HOOPER Mgmt For For 5G TO ELECT OR RE-ELECT THE DIRECTOR: RUDY MARKHAM Mgmt For For 5H TO ELECT OR RE-ELECT THE DIRECTOR: NANCY ROTHWELL Mgmt For For 5I TO ELECT OR RE-ELECT THE DIRECTOR: SHRITI VADERA Mgmt For For 5J TO ELECT OR RE-ELECT THE DIRECTOR: JOHN VARLEY Mgmt For For 5K TO ELECT OR RE-ELECT THE DIRECTOR: MARCUS WALLENBERG Mgmt For For 06 TO APPROVE THE DIRECTORS' REMUNERATION REPORT Mgmt For For FOR THE YEAR ENDED 31 DECEMBER 2010 07 TO AUTHORISE LIMITED EU POLITICAL DONATIONS Mgmt For For 08 TO AUTHORISE THE DIRECTORS TO ALLOT SHARES Mgmt For For 09 TO AUTHORISE THE DIRECTORS TO DISAPPLY PRE-EMPTION Mgmt For For RIGHTS 10 TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN Mgmt For For SHARES 11 TO REDUCE THE NOTICE PERIOD FOR GENERAL MEETINGS Mgmt For For -------------------------------------------------------------------------------------------------------------------------- AT&T INC. Agenda Number: 933378437 -------------------------------------------------------------------------------------------------------------------------- Security: 00206R102 Meeting Type: Annual Meeting Date: 29-Apr-2011 Ticker: T ISIN: US00206R1023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF DIRECTOR: RANDALL L. STEPHENSON Mgmt For For 1B ELECTION OF DIRECTOR: GILBERT F. AMELIO Mgmt For For 1C ELECTION OF DIRECTOR: REUBEN V. ANDERSON Mgmt For For 1D ELECTION OF DIRECTOR: JAMES H. BLANCHARD Mgmt For For 1E ELECTION OF DIRECTOR: JAIME CHICO PARDO Mgmt For For 1F ELECTION OF DIRECTOR: JAMES P. KELLY Mgmt For For 1G ELECTION OF DIRECTOR: JON C. MADONNA Mgmt For For 1H ELECTION OF DIRECTOR: LYNN M. MARTIN Mgmt For For 1I ELECTION OF DIRECTOR: JOHN B. MCCOY Mgmt For For 1J ELECTION OF DIRECTOR: JOYCE M. ROCHE Mgmt For For 1K ELECTION OF DIRECTOR: MATTHEW K. ROSE Mgmt For For 1L ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON Mgmt For For 02 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS. Mgmt For For 03 APPROVE 2011 INCENTIVE PLAN. Mgmt For For 04 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For 05 ADVISORY VOTE ON FREQUENCY OF VOTE ON EXECUTIVE Mgmt 1 Year Against COMPENSATION. 06 POLITICAL CONTRIBUTIONS. Shr For Against 07 SPECIAL STOCKHOLDER MEETINGS. Shr For Against 08 WRITTEN CONSENT. Shr For Against -------------------------------------------------------------------------------------------------------------------------- AUTOMATIC DATA PROCESSING, INC. Agenda Number: 933332378 -------------------------------------------------------------------------------------------------------------------------- Security: 053015103 Meeting Type: Annual Meeting Date: 09-Nov-2010 Ticker: ADP ISIN: US0530151036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR GREGORY D. BRENNEMAN Mgmt For For LESLIE A. BRUN Mgmt For For GARY C. BUTLER Mgmt For For LEON G. COOPERMAN Mgmt For For ERIC C. FAST Mgmt For For LINDA R. GOODEN Mgmt For For R. GLENN HUBBARD Mgmt For For JOHN P. JONES Mgmt For For SHARON T. ROWLANDS Mgmt For For ENRIQUE T. SALEM Mgmt For For GREGORY L. SUMME Mgmt For For 02 AMENDMENT OF THE AUTOMATIC DATA PROCESSING, Mgmt For For INC. EMPLOYEES' SAVINGS STOCK PURCHASE PLAN 03 APPOINTMENT OF DELOITTE & TOUCHE LLP Mgmt For For -------------------------------------------------------------------------------------------------------------------------- BAE SYS PLC Agenda Number: 702886118 -------------------------------------------------------------------------------------------------------------------------- Security: G06940103 Meeting Type: AGM Meeting Date: 04-May-2011 Ticker: ISIN: GB0002634946 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Report and Accounts Mgmt For For 2 Remuneration Report Mgmt For For 3 Final Dividend Mgmt For For 4 Re-elect Paul Anderson Mgmt For For 5 Re-elect Michael Hartnall Mgmt For For 6 Re-elect Linda Hudson Mgmt For For 7 Re-elect Ian King Mgmt For For 8 Re-elect Sir Peter Mason Mgmt For For 9 Re-elect Richard Olver Mgmt For For 10 Re-elect Roberto Quarta Mgmt For For 11 Re-elect Nicholas Rose Mgmt For For 12 Re-elect Carl Symon Mgmt For For 13 Elect Harriet Green Mgmt For For 14 Elect Peter Lynas Mgmt For For 15 Elect Paula Rosput Reynolds Mgmt For For 16 Re-appointment of auditors Mgmt For For 17 Remuneration of auditors Mgmt For For 18 Political donations up to specified limits Mgmt For For 19 Restricted Share Plan 2011 Mgmt For For 20 Authority to allot new shares Mgmt For For 21 Disapplication of pre-emption rights Mgmt For For 22 Purchase own shares Mgmt For For 23 Notice of general meetings Mgmt For For -------------------------------------------------------------------------------------------------------------------------- BASF SE Agenda Number: 702877929 -------------------------------------------------------------------------------------------------------------------------- Security: D06216317 Meeting Type: AGM Meeting Date: 06-May-2011 Ticker: ISIN: DE000BASF111 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC Non-Voting No vote CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). SHOULD YOU HAVE ANY QUESTIONS OR DOUBTS IN THIS REGARD, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE SO THAT THIS ISSUE CAN BE CLARIFIED. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU. PLEASE NOTE THAT THESE SHARES MAY BE BLOCKED Non-Voting No vote DEPENDING ON SOME SUBCUSTODIANS' PROCESSING IN THE MARKET. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 21.04.2011. Non-Voting No vote FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER'S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY'S MEETING. 1. Presentation of the Financial Statements of Non-Voting No vote BASF SE and the BASF Group for the financial year 2010; presentation of the Management's analyses of BASF SE and the BASF Group for the financial year 2010 including the explanatory reports on the data according to Section 289 (4) and Section 315 (4) of the German Commercial Code; presentation of the Report of the Supervisory Board 2. Adoption of a resolution on the appropriation Mgmt For For of profit 3. Adoption of a resolution giving formal approval Mgmt For For to the actions of the members of the Supervisory Board 4. Adoption of a resolution giving formal approval Mgmt For For to the actions of the members of the Board of Executive Directors 5. Election of the auditor for the financial year Mgmt For For 2011 6. By-election to the Supervisory Board: Ms. Anke Mgmt For For Schaeferkordt 7. Adoption of a resolution on the change of the Mgmt For For remuneration of the Audit Committee of the Supervisory Board and the corresponding amendment of the Statutes 8. Approval of a control and profit and loss transfer Mgmt For For agreement between BASF SE and Styrolution GmbH 9. Approval of a control and profit and loss transfer Mgmt For For agreement between BASF SE and BASF US Verwaltung GmbH -------------------------------------------------------------------------------------------------------------------------- BRISTOL-MYERS SQUIBB COMPANY Agenda Number: 933386701 -------------------------------------------------------------------------------------------------------------------------- Security: 110122108 Meeting Type: Annual Meeting Date: 03-May-2011 Ticker: BMY ISIN: US1101221083 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF DIRECTOR: L. ANDREOTTI Mgmt For For 1B ELECTION OF DIRECTOR: L.B. CAMPBELL Mgmt For For 1C ELECTION OF DIRECTOR: J.M. CORNELIUS Mgmt For For 1D ELECTION OF DIRECTOR: L.J. FREEH Mgmt For For 1E ELECTION OF DIRECTOR: L.H. GLIMCHER, M.D. Mgmt For For 1F ELECTION OF DIRECTOR: M. GROBSTEIN Mgmt For For 1G ELECTION OF DIRECTOR: L. JOHANSSON Mgmt For For 1H ELECTION OF DIRECTOR: A.J. LACY Mgmt For For 1I ELECTION OF DIRECTOR: V.L. SATO, PH.D. Mgmt For For 1J ELECTION OF DIRECTOR: E. SIGAL, M.D., PH.D. Mgmt For For 1K ELECTION OF DIRECTOR: T.D. WEST, JR. Mgmt For For 1L ELECTION OF DIRECTOR: R.S. WILLIAMS, M.D. Mgmt For For 02 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT Mgmt For For REGISTERED PUBLIC ACCOUNTING FIRM 03 ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED Mgmt For For EXECUTIVE OFFICERS 04 ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY Mgmt 1 Year Against VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 05 EXECUTIVE COMPENSATION DISCLOSURE Shr Against For 06 SHAREHOLDER ACTION BY WRITTEN CONSENT Shr For Against 07 PHARMACEUTICAL PRICE RESTRAINT Shr Against For -------------------------------------------------------------------------------------------------------------------------- BRITISH AMERN TOB PLC Agenda Number: 702877640 -------------------------------------------------------------------------------------------------------------------------- Security: G1510J102 Meeting Type: AGM Meeting Date: 28-Apr-2011 Ticker: ISIN: GB0002875804 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Receipt of the 2010 Report and Accounts Mgmt For For 2 Approval of the 2010 Remuneration Report Mgmt For For 3 Declaration of the final dividend for 2010 Mgmt For For 4 To re-appoint PricewaterhouseCoopers LLP as Mgmt For For the companies auditors 5 Authority for the Directors to agree the Auditors' Mgmt For For remuneration 6 Re-election of Richard Burrows as a Director Mgmt For For (N) 7 Re-election of Karen de Segundo as a Director Mgmt For For (C, N, R) 8 Re-election of Nicandro Durante as a Director Mgmt For For 9 Re-election of Robert Lerwill as a Director Mgmt For For (A, N, R) 10 Re-election of Christine Morin-Postel as a Director Mgmt For For (A, N, R) 11 Re-election of Gerry Murphy as a Director (C, Mgmt For For N, R) 12 Re-election of Anthony Ruys as a Director (A, Mgmt For For N, R) 13 Re-election of Sir Nicholas Scheele as a Director Mgmt For For (A, N, R) 14 Re-election of Ben Stevens as a Director Mgmt For For 15 Election of John Daly as a Director who has Mgmt For For been appointed since the last Annual General Meeting 16 Election of Kieran Poynter as a Director (C, Mgmt For For N) who has been appointed Since the last Annual General Meeting 17 Renewal of the Directors' authority to allot Mgmt For For shares 18 Renewal of the Directors' authority to disapply Mgmt For For pre-emption rights 19 Authority for the Company to purchase its own Mgmt For For shares 20 Authority to amend the British American Tobacco Mgmt Against Against 2007 Long Term Incentive Plan 21 Notice period for General Meetings Mgmt For For CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote OF AUDITOR NAME IN RESOLUTION 4. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- CENTURYLINK, INC. Agenda Number: 933312681 -------------------------------------------------------------------------------------------------------------------------- Security: 156700106 Meeting Type: Special Meeting Date: 24-Aug-2010 Ticker: CTL ISIN: US1567001060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 A PROPOSAL TO APPROVE THE ISSUANCE OF SHARES Mgmt For For OF CENTURYLINK COMMON STOCK IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 21, 2010, BY AND AMONG QWEST COMMUNICATIONS INTERNATIONAL INC., THE COMPANY, AND SB44 ACQUISITION COMPANY, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. 02 A PROPOSAL TO APPROVE THE ADJOURNMENT OF THE Mgmt For For MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES FOR THE PROPOSAL TO ISSUE CENTURYLINK COMMON STOCK IN COMPANY IN CONNECTION WITH THE MERGER. -------------------------------------------------------------------------------------------------------------------------- CENTURYLINK, INC. Agenda Number: 933407238 -------------------------------------------------------------------------------------------------------------------------- Security: 156700106 Meeting Type: Annual Meeting Date: 18-May-2011 Ticker: CTL ISIN: US1567001060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR VIRGINIA BOULET Mgmt For For PETER C. BROWN Mgmt For For RICHARD A. GEPHARDT Mgmt For For GREGORY J. MCCRAY Mgmt For For MICHAEL J. ROBERTS Mgmt For For 2 RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT Mgmt For For AUDITOR FOR 2011. 3 APPROVE OUR 2011 EQUITY INCENTIVE PLAN. Mgmt For For 4A ADVISORY VOTE REGARDING OUR EXECUTIVE COMPENSATION. Mgmt For For 4B ADVISORY VOTE REGARDING THE FREQUENCY OF OUR Mgmt 1 Year For EXECUTIVE COMPENSATION VOTES. 5A SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS Shr For Against REPORTS. 5B SHAREHOLDER PROPOSAL REGARDING BOARD DECLASSIFICATION. Shr For Against -------------------------------------------------------------------------------------------------------------------------- CLP HOLDINGS LTD Agenda Number: 702860734 -------------------------------------------------------------------------------------------------------------------------- Security: Y1660Q104 Meeting Type: AGM Meeting Date: 12-May-2011 Ticker: ISIN: HK0002007356 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE Non-Voting No vote OF "ABSTAIN" WILL BE TREATED THE SAME AS A "TAKE NO ACTION" VOTE. CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE Non-Voting No vote BY CLICKING ON THE URL LINK: http://www.hkexnews.hk/listedco/listconews/sehk/20110325/LTN20110325202.pdf 1 To adopt the audited Financial Statements for Mgmt For For the year ended 31 December 2010 and the Reports of the Directors and Independent Auditor thereon 2 To endorse the practice to pay four interim Mgmt For For dividends each year as decided by the Board of Directors, instead of three interim dividends and a final dividend 3.a To re-elect Mr. John Andrew Harry Leigh as Director Mgmt For For 3.b To re-elect Professor Tsui Lam Sin Lai Judy Mgmt For For as Director 3.c To re-elect Sir Roderick Ian Eddington as Director Mgmt For For 3.d To re-elect Mr. Ronald James McAulay as Director Mgmt For For 3.e To re-elect Mr. Ian Duncan Boyce as Director Mgmt For For 4 To re-appoint PricewaterhouseCoopers as Independent Mgmt For For Auditors of the Company and authorise the Directors to fix Auditors' remuneration for the year ended 31December 2011 5 To give a general mandate to the Directors to Mgmt Against Against issue and dispose of additional shares in the Company; not exceeding five per cent of the issued share capital at the date of this Resolution 6 To give a general mandate to the Directors to Mgmt For For exercise all the powers of the Company to purchase or otherwise acquire shares of HKD 5.00 each in the capital of the Company; not exceeding ten per cent of the issued share capital at the date of this Resolution 7 To add the aggregate nominal amount of the shares Mgmt Against Against which are purchased or otherwise acquired under the general mandate in Resolution (6) to the aggregate nominal amount of the shares which may be issued under the general mandate in Resolution (5) CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote OF ACTUAL RECORD DATE. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- CPFL ENERGIA S A Agenda Number: 702894165 -------------------------------------------------------------------------------------------------------------------------- Security: P3179C105 Meeting Type: AGM Meeting Date: 28-Apr-2011 Ticker: ISIN: BRCPFEACNOR0 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE CMMT PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE Non-Voting No vote TO ELECT A MEMBER MUST INCLUDE THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM IS RECEIVED WITHOUT A CANDIDATE'S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR OR AGAINST OF THE DEFAULT COMPANY'S CANDIDATE. THANK YOU. CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' Non-Voting No vote IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU A To examine, discuss and vote upon the board Mgmt For For of directors annual report, the financial statements and independent auditors report relating to fiscal year ending December 31, 2010 B To decide on the allocation of the net profits Mgmt For For from the fiscal year and the distribution of dividends C To elect the principal and substitute members Mgmt Against Against of the board of directors D To elect the principal and substitute members Mgmt For For of the finance committee E To set the global remuneration of the company Mgmt Against Against directors F To set the global remuneration of the finance Mgmt For For committee -------------------------------------------------------------------------------------------------------------------------- CPFL ENERGIA S A Agenda Number: 702901819 -------------------------------------------------------------------------------------------------------------------------- Security: P3179C105 Meeting Type: EGM Meeting Date: 28-Apr-2011 Ticker: ISIN: BRCPFEACNOR0 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' Non-Voting No vote IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU A To approve the proposals for a simultaneous Mgmt For For reverse split and split of the common shares representative of the share capital of the company B.1 To approve the amendment of the corporate bylaws Mgmt For For of the company, to amend the wording of article 3 of the corporate bylaws of the company, so that it states the complete address of the corporate head office B.2 To approve the amendment of the corporate bylaws Mgmt For For of the company, to amend the wording of article 5 of the corporate bylaws of the company, as a result of the change of the quantity of shares that make up the share capital by the reverse split and split of the shares B.3 To approve the amendment of the corporate bylaws Mgmt For For of the company, to amend the wording of article 13 of the corporate bylaws of the company, seeking to make the procedures for identification of the shareholders at general meetings flexible B.4 To approve the amendment of the corporate bylaws Mgmt For For of the company, to amend the wording of paragraph 1 of article 35 of the corporate bylaws of the company, to contemplate changes in the criteria for the executive committee to grant powers of attorney C To approve the consolidation of the corporate Mgmt For For bylaws of the company, as a result of the amendments approved here -------------------------------------------------------------------------------------------------------------------------- DIAGEO PLC Agenda Number: 933329321 -------------------------------------------------------------------------------------------------------------------------- Security: 25243Q205 Meeting Type: Annual Meeting Date: 14-Oct-2010 Ticker: DEO ISIN: US25243Q2057 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 REPORT AND ACCOUNTS 2010. Mgmt For For 02 DIRECTORS' REMUNERATION REPORT 2010. Mgmt For For 03 DECLARATION OF FINAL DIVIDEND. Mgmt For For 04 RE-ELECTION OF PB BRUZELIUS AS A DIRECTOR. (AUDIT, Mgmt For For NOMINATION & REMUNERATION COMMITTEE) 05 RE-ELECTION OF LM DANON AS A DIRECTOR. (AUDIT, Mgmt For For NOMINATION & REMUNERATION COMMITTEE) 06 RE-ELECTION OF BD HOLDEN AS A DIRECTOR. (AUDIT, Mgmt For For NOMINATION & REMUNERATION COMMITTEE) 07 RE-ELECTION OF LORD HOLLICK AS A DIRECTOR. (AUDIT, Mgmt For For NOMINATION & REMUNERATION (CHAIRMAN OF THE COMMITTEE) COMMITTEE) 08 RE-ELECTION OF DR FB HUMER AS A DIRECTOR. (CHAIRMAN Mgmt For For OF THE NOMINATION COMMITTEE) 09 RE-ELECTION OF PG SCOTT AS A DIRECTOR. (AUDIT Mgmt For For (CHAIRMAN OF THE COMMITTEE), NOMINATION & REMUNERATION COMMITTEE) 10 RE-ELECTION OF HT STITZER AS A DIRECTOR. (AUDIT, Mgmt For For NOMINATION & REMUNERATION COMMITTEE) 11 RE-ELECTION OF PA WALKER AS A DIRECTOR. (AUDIT, Mgmt For For NOMINATION & REMUNERATION COMMITTEE) 12 RE-ELECTION OF PS WALSH AS A DIRECTOR. (CHAIRMAN Mgmt For For OF THE EXECUTIVE COMMITTEE) 13 ELECTION OF LORD DAVIES AS A DIRECTOR. (AUDIT, Mgmt For For NOMINATION & REMUNERATION COMMITTEE) 14 ELECTION OF DA MAHLAN AS A DIRECTOR. (EXECUTIVE Mgmt For For COMMITTEE) 15 RE-APPOINTMENT OF AUDITOR. Mgmt For For 16 REMUNERATION OF AUDITOR. Mgmt For For 17 AUTHORITY TO ALLOT SHARES. Mgmt For For 18 DISAPPLICATION OF PRE-EMPTION RIGHTS. Mgmt For For 19 AUTHORITY TO PURCHASE OWN ORDINARY SHARES. Mgmt For For 20 AUTHORITY TO MAKE POLITICAL DONATIONS AND/OR Mgmt For For TO INCUR POLITICAL EXPENDITURE IN THE EU. 21 AMENDMENT OF THE DIAGEO PLC 2001 SHARE INCENTIVE Mgmt For For PLAN. 22 ADOPTION OF THE DIAGEO PLC 2010 SHARESAVE PLAN. Mgmt For For 23 AUTHORITY TO ESTABLISH INTERNATIONAL SHARE PLANS. Mgmt For For 24 REDUCED NOTICE OF A GENERAL MEETING OTHER THAN Mgmt For For AN ANNUAL GENERAL MEETING. -------------------------------------------------------------------------------------------------------------------------- DIAMOND OFFSHORE DRILLING, INC. Agenda Number: 933414447 -------------------------------------------------------------------------------------------------------------------------- Security: 25271C102 Meeting Type: Annual Meeting Date: 23-May-2011 Ticker: DO ISIN: US25271C1027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF DIRECTOR: JAMES S. TISCH Mgmt Against Against 1B ELECTION OF DIRECTOR: LAWRENCE R. DICKERSON Mgmt Against Against 1C ELECTION OF DIRECTOR: JOHN R. BOLTON Mgmt For For 1D ELECTION OF DIRECTOR: CHARLES L. FABRIKANT Mgmt For For 1E ELECTION OF DIRECTOR: PAUL G. GAFFNEY II Mgmt For For 1F ELECTION OF DIRECTOR: EDWARD GREBOW Mgmt For For 1G ELECTION OF DIRECTOR: HERBERT C. HOFMANN Mgmt Against Against 1H ELECTION OF DIRECTOR: ANDREW H. TISCH Mgmt Against Against 1I ELECTION OF DIRECTOR: RAYMOND S. TROUBH Mgmt For For 02 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR FISCAL YEAR 2011. 03 TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION. Mgmt For For 04 TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY Mgmt 1 Year For OF EXECUTIVE COMPENSATION VOTES. -------------------------------------------------------------------------------------------------------------------------- DUKE ENERGY CORPORATION Agenda Number: 933388539 -------------------------------------------------------------------------------------------------------------------------- Security: 26441C105 Meeting Type: Annual Meeting Date: 05-May-2011 Ticker: DUK ISIN: US26441C1053 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR WILLIAM BARNET, III Mgmt For For G. ALEX BERNHARDT, SR. Mgmt For For MICHAEL G. BROWNING Mgmt For For DANIEL R. DIMICCO Mgmt For For JOHN H. FORSGREN Mgmt For For ANN MAYNARD GRAY Mgmt For For JAMES H. HANCE, JR. Mgmt For For E. JAMES REINSCH Mgmt For For JAMES T. RHODES Mgmt For For JAMES E. ROGERS Mgmt For For PHILIP R. SHARP Mgmt For For 02 RATIFICATION OF DELOITTE & TOUCHE LLP AS DUKE Mgmt For For ENERGY CORPORATION'S INDEPENDENT PUBLIC ACCOUNTANT FOR 2011 03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt For For 04 ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY Mgmt 1 Year For VOTE ON EXECUTIVE COMPENSATION 05 SHAREHOLDER PROPOSAL RELATING TO PREPARATION Shr Against For OF A REPORT ON DUKE ENERGY CORPORATION'S GLOBAL WARMING-RELATED LOBBYING ACTIVITIES 06 SHAREHOLDER PROPOSAL REGARDING THE ISSUANCE Shr Against For OF A REPORT ON THE FINANCIAL RISKS OF CONTINUED RELIANCE ON COAL 07 SHAREHOLDER PROPOSAL REGARDING AN AMENDMENT Shr For Against TO OUR ORGANIZATIONAL DOCUMENTS TO REQUIRE MAJORITY VOTING FOR THE ELECTION OF DIRECTORS -------------------------------------------------------------------------------------------------------------------------- E. I. DU PONT DE NEMOURS AND COMPANY Agenda Number: 933385521 -------------------------------------------------------------------------------------------------------------------------- Security: 263534109 Meeting Type: Annual Meeting Date: 27-Apr-2011 Ticker: DD ISIN: US2635341090 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF DIRECTOR: RICHARD H. BROWN Mgmt For For 1B ELECTION OF DIRECTOR: ROBERT A. BROWN Mgmt For For 1C ELECTION OF DIRECTOR: BERTRAND P. COLLOMB Mgmt For For 1D ELECTION OF DIRECTOR: CURTIS J. CRAWFORD Mgmt For For 1E ELECTION OF DIRECTOR: ALEXANDER M. CUTLER Mgmt For For 1F ELECTION OF DIRECTOR: ELEUTHERE I. DU PONT Mgmt For For 1G ELECTION OF DIRECTOR: MARILLYN A. HEWSON Mgmt For For 1H ELECTION OF DIRECTOR: LOIS D. JULIBER Mgmt For For 1I ELECTION OF DIRECTOR: ELLEN J. KULLMAN Mgmt For For 1J ELECTION OF DIRECTOR: WILLIAM K. REILLY Mgmt For For 02 ON RATIFICATION OF INDEPENDENT REGISTERED PUBLIC Mgmt For For ACCOUNTING FIRM 03 ON AMENDED EQUITY AND INCENTIVE PLAN Mgmt For For 04 TO APPROVE, BY ADVISORY VOTE, EXECUTIVE COMPENSATION Mgmt For For 05 TO RECOMMEND, BY ADVISORY VOTE, THE FREQUENCY Mgmt 1 Year For OF EXECUTIVE COMPENSATION VOTES 06 ON SPECIAL SHAREOWNER MEETINGS Shr For Against 07 ON GENETICALLY ENGINEERED SEED Shr Against For 08 ON EXECUTIVE COMPENSATION REPORT Shr Against For -------------------------------------------------------------------------------------------------------------------------- ENEL ENTE NAZIONALE PER L'ENERGIA ELETTRICA SPA, ROMA Agenda Number: 702919309 -------------------------------------------------------------------------------------------------------------------------- Security: T3679P115 Meeting Type: MIX Meeting Date: 29-Apr-2011 Ticker: ISIN: IT0003128367 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote ID 806416 DUE TO RECEIPT OF DIRECTORS' NAMES. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. O.1 Financial statements as of December 31, 2010. Mgmt For For Reports of the Board of Directors, of the Board of Statutory Auditors and of the External Auditors. Related resolutions. Presentation of the consolidated financial statements for the year ended December 31, 2010 O.2 Allocation of the net income of the year Mgmt For For O.3 Determination of the number of the members of Mgmt For For the Board of Directors O.4 Determination of the term of the Board of Directors Mgmt For For CMMT PLEASE NOTE THAT ALTHOUGH THERE ARE 2 SLATES Non-Voting No vote TO BE ELECTED AS DIRECTORS, THERE IS ONLY 1 VACANCY AVAILABLE TO BE FILLED AT THE MEETING. THE STANDING INSTRUCTIONS FOR THIS MEETING WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE REQUIRED TO VOTE FOR ONLY 1 OF THE 2 SLATES. THANK YOU. O.5.1 The slate filed by the Italian Ministry of Economy Shr No vote and Finance, which owns approximately 31.24% of Enel SpA's share capital is composed of the following candidates: 1. Mauro Miccio, 2. Paolo Andrea Colombo (nominated for the Chairmanship), 3. Fulvio Conti, 4. Lorenzo Codogno, 5. Fernando Napolitano and 6. Gianfranco Tosi O.5.2 The slate filed by a group of 19 mutual funds Shr For Against and other institutional investors (1), which together own approximately 0.98% of Enel SpA's share capital is composed of the following candidates: 1. Angelo Taraborrelli, 2. Alessandro Banchi and 3. Pedro Solbes O.6 Election of the Chairman of the Board of Directors Mgmt For For O.7 Determination of the remuneration of the members Mgmt Against Against of the Board of Directors O.8 Appointment of the External Auditors for the Mgmt For For period 2011-2019 and determination of the remuneration E.1 Harmonization of the Bylaws with the provisions Mgmt For For of: (a) Legislative Decree of January 27, 2010, No. 27 concerning the participation to the shareholders' meeting by electronic means; amendment of article 11 of the Bylaws, and (b) Regulation concerning the transactions with related parties, adopted by Consob with Resolution No. 17221 of March 12, 2010; amendment of articles 13 and 20 of the Bylaws -------------------------------------------------------------------------------------------------------------------------- FIRSTGROUP Agenda Number: 702507128 -------------------------------------------------------------------------------------------------------------------------- Security: G34604101 Meeting Type: AGM Meeting Date: 08-Jul-2010 Ticker: ISIN: GB0003452173 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Receive the annual report and financial statements Mgmt For For 2 Approve the Directors' remuneration report Mgmt For For 3 Declare a final dividend Mgmt For For 4 Re-elect Martin Gilbert as a Director Mgmt For For 5 Re-elect Sir Moir Lockhead as a Director Mgmt For For 6 Re-elect Audrey Baxter as a Director Mgmt For For 7 Re-elect John Sievwright as a Director Mgmt For For 8 Election of Jeff Carr as a Director Mgmt For For 9 Re-appoint Deloitte LLP as the Independent Auditors Mgmt For For 10 Authorize the Directors to determine the remuneration Mgmt For For of the Independent Auditors 11 Authorize the Directors to allot shares Mgmt For For S.12 Authorize the Directors to disapply pre-emption Mgmt For For rights S.13 Approve to permit the Company to purchase its Mgmt For For own shares 14 Authorize the Company to make political donations Mgmt For For and incur political expenditure S.15 Adopt new Articles of Association Mgmt For For S.16 Grant authority for the calling of general meetings Mgmt For For of the Company by notice of 14 clear days -------------------------------------------------------------------------------------------------------------------------- FRANCE TELECOM SA, PARIS Agenda Number: 702903659 -------------------------------------------------------------------------------------------------------------------------- Security: F4113C103 Meeting Type: MIX Meeting Date: 07-Jun-2011 Ticker: ISIN: FR0000133308 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote VALID VOTE OPTIONS ARE "FOR" AND "AGAINST" A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE. CMMT French Resident Shareowners must complete, sign Non-Voting No vote and forward the Proxy Card directly to the sub custodian. Please contact your Client Service Representative to obtain the necessary card, account details and directions. The following applies to Non-Resident Shareowners: Proxy Cards: Voting instructions will be forwarded to the Global Custodians that have become Registered Intermediaries, on the Vote Deadline Date. In capacity as Registered Intermediary, the Global Custodian will sign the Proxy Card and forward to the local custodian. If you are unsure whether your Global Custodian acts as Registered Intermediary, please contact your representative CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2011/0404/201104041101037.pdf AND https://balo.journal-officiel.gouv.fr/pdf/2011/0518/201105181102374.pdf O.1 Approval of the annual corporate financial statements Mgmt For For for the financial year ended on December 31, 2010 O.2 Approval of the consolidated financial statements Mgmt For For for the financial year ended on December 31, 2010 O.3 Allocation of income for the financial year Mgmt For For ended December 31, 2010 as reflected in the annual financial statements O.4 Agreements pursuant to article L.225-38 of the Mgmt For For Commercial Code O.5 Renewal of Mr. Bernard Dufau's term as Board Mgmt For For Member O.6 Appointment of Mrs. Helle Kristoffersen as Board Mgmt For For Member O.7 Appointment of Mrs. Muriel Penicaud as Board Mgmt For For Member O.8 Appointment of Mr. Jean-Michel Severino as Board Mgmt For For Member O.9 Authorization to be granted to the Board of Mgmt For For Directors to purchase or transfer shares of France Telecom E.10 Delegation of authority to the Board of Directors Mgmt For For to issue shares of the Company and securities providing access to shares or the Company or one of its subsidiaries, while maintaining shareholders' preferential subscription rights E.11 Delegation of authority to the Board of Directors Mgmt For For to issue shares of the Company and securities providing access to shares or the Company or one of its subsidiaries, with cancellation of shareholders' preferential subscription rights in the context of a public offer E.12 Delegation of authority to the Board of Directors Mgmt For For to issue shares of the Company and securities providing access to shares or the Company or one of its subsidiaries, with cancellation of shareholders' preferential subscription rights in the context of an offer pursuant to Article L.411-2, II of the Monetary and Financial Code E.13 Authorization to the Board of Directors, in Mgmt For For the event of capital increase with or without cancellation of shareholders' preferential subscription rights to increase the number of issuable securities E.14 Delegation of authority to the Board of Directors Mgmt For For to issue shares and securities providing access to shares in the event of public exchange offer initiated by the Company E.15 Delegation of powers to the Board of Directors Mgmt For For to issue shares and securities providing access to shares, in consideration of in-kind contributions granted to the Company and composed of equity securities or securities providing access to capital E.16 Delegation of powers to the Board of Directors Mgmt For For to issue shares reserved for persons who signed a liquidity contract with the Company as shareholders or holders of options to subscribe for shares of Orange S.A E.17 Delegation of powers to the Board of Directors Mgmt For For to carry out the issuance gratis of liquidity instruments on options reserved for holders of options to subscribe for shares of the company Orange S.A., who signed a liquidity contract with the Company E.18 Overall limitation of authorizations Mgmt For For E.19 Delegation of authority to the Board of Directors Mgmt For For to issue securities entitling to the allotment of debt securities E.20 Delegation of authority to the Board of Directors Mgmt For For to increase capital of the Company by incorporation of reserves, profits or premiums E.21 Delegation of authority to the Board of Directors Mgmt For For to carry out capital increases reserved for members of savings plans E.22 Authorization to the Board of Directors to reduce Mgmt For For capital by cancellation of shares E.23 Powers to accomplish all legal formalities Mgmt For For CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote OF ADDITIONAL URL LINK. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- IMPERIAL TOB GROUP PLC Agenda Number: 702732721 -------------------------------------------------------------------------------------------------------------------------- Security: G4721W102 Meeting Type: AGM Meeting Date: 02-Feb-2011 Ticker: ISIN: GB0004544929 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Report and Accounts Mgmt For For 2 Directors Remuneration Report Mgmt For For 3 To declare a final dividend Mgmt For For 4 To re-elect Dr. K.M. Burnett Mgmt For For 5 To re-elect Mrs. A.J. Cooper Mgmt For For 6 To re-elect Mr. R. Dyrbus Mgmt For For 7 To re-elect Mr. M.H.C. Herlihy Mgmt For For 8 To re-elect Dr. P.H. Jungels Mgmt For For 9 To re-elect Ms. S.E. Murray Mgmt For For 10 To re-elect Mr. I.J.G Napier Mgmt For For 11 To re-elect Mr. B. Setrakian Mgmt For For 12 To re-elect Mr. M.D. Williamson Mgmt For For 13 Reappointment of Auditors Mgmt For For 14 Remuneration of Auditors Mgmt For For 15 Donations to political organisations Mgmt For For 16 Sharesave plan renewal Mgmt For For 17 Authority to allot securities Mgmt For For 18 Disapplication of pre emption rights Mgmt For For 19 Purchase of own shares Mgmt For For 20 Notice period for general meetings Mgmt For For 21 Articles of Association Mgmt For For -------------------------------------------------------------------------------------------------------------------------- LORILLARD, INC. Agenda Number: 933415336 -------------------------------------------------------------------------------------------------------------------------- Security: 544147101 Meeting Type: Annual Meeting Date: 19-May-2011 Ticker: LO ISIN: US5441471019 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR DIANNE NEAL BLIXT Mgmt For For DAVID E.R. DANGOOR Mgmt For For MURRAY S. KESSLER Mgmt For For 02 TO APPROVE THE ADVISORY VOTE ON THE COMPANY'S Mgmt For For EXECUTIVE COMPENSATION. 03 TO APPROVE HOLDING FUTURE ADVISORY VOTES ON Mgmt 1 Year For THE COMPANY'S EXECUTIVE COMPENSATION EVERY ONE, TWO OR THREE YEARS. 04 TO RATIFY THE SELECTION OF DELOITTE & TOUCHE Mgmt For For LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011. 05 TO APPROVE THE SHAREHOLDER PROPOSAL ON A MAJORITY Shr For VOTE STANDARD FOR DIRECTOR ELECTIONS. 06 TO APPROVE THE SHAREHOLDER PROPOSAL ON REPORTING Shr For Against POLITICAL CONTRIBUTIONS AND EXPENDITURES. -------------------------------------------------------------------------------------------------------------------------- MERCK & CO., INC. Agenda Number: 933416744 -------------------------------------------------------------------------------------------------------------------------- Security: 58933Y105 Meeting Type: Annual Meeting Date: 24-May-2011 Ticker: MRK ISIN: US58933Y1055 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF DIRECTOR: LESLIE A. BRUN Mgmt For For 1B ELECTION OF DIRECTOR: THOMAS R. CECH Mgmt For For 1C ELECTION OF DIRECTOR: RICHARD T. CLARK Mgmt For For 1D ELECTION OF DIRECTOR: KENNETH C. FRAZIER Mgmt For For 1E ELECTION OF DIRECTOR: THOMAS H. GLOCER Mgmt For For 1F ELECTION OF DIRECTOR: STEVEN F. GOLDSTONE Mgmt For For 1G ELECTION OF DIRECTOR: WILLIAM B. HARRISON. JR. Mgmt For For 1H ELECTION OF DIRECTOR: HARRY R. JACOBSON Mgmt For For 1I ELECTION OF DIRECTOR: WILLIAM N. KELLEY Mgmt For For 1J ELECTION OF DIRECTOR: C. ROBERT KIDDER Mgmt For For 1K ELECTION OF DIRECTOR: ROCHELLE B. LAZARUS Mgmt For For 1L ELECTION OF DIRECTOR: CARLOS E. REPRESAS Mgmt For For 1M ELECTION OF DIRECTOR: PATRICIA F. RUSSO Mgmt For For 1N ELECTION OF DIRECTOR: THOMAS E. SHENK Mgmt For For 1O ELECTION OF DIRECTOR: ANNE M. TATLOCK Mgmt For For 1P ELECTION OF DIRECTOR: CRAIG B. THOMPSON Mgmt For For 1Q ELECTION OF DIRECTOR: WENDELL P. WEEKS Mgmt For For 1R ELECTION OF DIRECTOR: PETER C. WENDELL Mgmt For For 02 RATIFICATION OF THE APPOINTMENT OF THE COMPANY'S Mgmt For For INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011. 03 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For 04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE VOTES Mgmt 1 Year Against ON EXECUTIVE COMPENSATION. -------------------------------------------------------------------------------------------------------------------------- MICROCHIP TECHNOLOGY INCORPORATED Agenda Number: 933309216 -------------------------------------------------------------------------------------------------------------------------- Security: 595017104 Meeting Type: Annual Meeting Date: 20-Aug-2010 Ticker: MCHP ISIN: US5950171042 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR STEVE SANGHI Mgmt For For ALBERT J. HUGO-MARTINEZ Mgmt For For L.B. DAY Mgmt For For MATTHEW W. CHAPMAN Mgmt For For WADE F. MEYERCORD Mgmt For For 02 PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST Mgmt For For & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF MICROCHIP FOR THE FISCAL YEAR ENDING MARCH 31, 2011. -------------------------------------------------------------------------------------------------------------------------- MOBISTAR SA, BRUXELLES Agenda Number: 702962273 -------------------------------------------------------------------------------------------------------------------------- Security: B60667100 Meeting Type: MIX Meeting Date: 04-May-2011 Ticker: ISIN: BE0003735496 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote OWNER SIGNED POWER OF ATTORNEY (POA) MAY BE REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No vote OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED 1 The general meeting approves the company's annual Mgmt No vote accounts for the financial year ended 31 December 2010, including the appropriation of the results as presented with distribution of a gross dividend of four euro and thirty cents (EUR 4.30) per share payable as follows: gross payment of two euro and ninety cents (EUR 2.90) per share payable in exchange for coupon No. 12 (ordinary dividend) as follows: "Ex date" on 17 May 2011; "Record date" on 19 May 2011; and "Payment date" on 20 May 2011. gross payment of one euro and forty cents (EUR 1.40) per share payable in exchange for coupon No. 13 (extraordinary dividend) as follows: "Ex date" on 16 August 2011; "Record date" on 18 August 2011; and "Payment date" on 19 August 2011. An amount equal to one per cent (1%) of the consolidated net result after taxes has been reserved for an employee participation plan pursuant to the law of 22 May 2001 on the participation of workers in the capital and profit of companies 2 The general meeting discharges the directors Mgmt No vote for fulfilling their mandate up to and including 31 December 2010 3 The general meeting discharges the statutory Mgmt No vote auditor for fulfilling his mandate up to and including 31 December 2010 4 The general meeting resolves to re-appoint Mr. Mgmt No vote Jan STEYAERT as director of the company for a term of three years. His mandate will expire after the annual general meeting in 2014 5 The general meeting resolves to re-appoint Mrs. Mgmt No vote Brigitte BOURGOIN-CASTAGNET as director of the company for a term of three years. Her mandate will expire after the annual general meeting in 2014 6 The general meeting resolves to re-appoint Mrs. Mgmt No vote Nathalie THEVENON-CLERE as director of the company for a term of three years. Her mandate will expire after the annual general meeting in 2014 7 The general meeting resolves to re-appoint Mr. Mgmt No vote Bertrand DU BOUCHER director of the company for a term of three years. His mandate will expire after the annual general meeting in 2014 8 The general meeting resolves to re-appoint Mr. Mgmt No vote Olaf MEIJER SWANTEE as director of the company for a term of three years. His mandate will expire after the annual general meeting in 2014 9 The general meeting resolves to re-appoint Mr. Mgmt No vote Benoit SCHEEN as director of the company for a term of three years. His mandate will expire after the annual general meeting in 2014 10 The general meeting resolves to re-appoint WIREFREE Mgmt No vote SERVICES BELGIUM SA, represented by Mr. Aldo CARDOSO as director of the company for a term of three years. Its mandate will expire after the annual general meeting in 2014 11 The general meeting resolves to proceed to the Mgmt No vote final appointment of Mr. Gerard RIES (co-opted by the Board of Directors on 15 December 2010, in replacement of Mr Gervais PELLISSIER, resigning director) as director of the company for a term of three years. His mandate will expire after the annual general meeting in 2014 12 The general meeting resolves to re-appoint Mr. Mgmt No vote Eric DEKEULENEER as director of the company for a term of three years. His mandate will expire after the annual general meeting in 2014. It appears from the elements known by the company and from the statement made by Mr. Eric DEKEULENEER that he meets the independence criteria set out in article 526ter of the Companies Code 13 The general meeting resolves to appoint CONSEILS Mgmt No vote GESTION ORGANISATION SA represented by Mr. Philippe DELAUNOIS as director of the company for a term of three years. Its mandate will expire after the annual general meeting in 2014. It appears from the elements known by the company and from the statement made by CONSEILS GESTION ORGANISATION SA represented by Mr. Philippe DELAUNOIS that they meet the independence criteria set out in article 526ter of the Companies Code 14 The general meeting resolves to appoint SOGESTRA Mgmt No vote SPRL (company in the process of incorporation) represented by Mrs. Nadine ROZENCWEIG-LEMAITRE as director of the company for a term of three years. Its mandate will expire after the annual general meeting in 2014. It appears from the elements known by the company and from the statement made by SOGESTRA SPRL (company in the process of incorporation) represented by Mrs Nadine ROZENCWEIG- LEMAITRE that they meet the independence criteria set out in article 526ter of the Companies Code 15 The general meeting resolves to appoint Mr. Mgmt No vote Johan DESCHUYFFELEER as director of the company for a term of three years. His mandate will expire after the annual general meeting in 2014. It appears from the elements known by the company and from the statement made by Mr. Johan DESCHUYFFELEER that he meets the independence criteria set out in article 526ter of the Companies Code 16 On the proposal of the Board of Directors, the Mgmt No vote general meeting resolves as follows: The remuneration of each independent director is fixed at a lump sum of thirty three thousand euro (EUR 33,000) per full financial year. An additional remuneration of two thousand two hundred euro (EUR 2,200) will be granted for each meeting of a committee of the company which the director concerned has personally attended. The payment of this remuneration will be made (where applicable pro rata) after the general meeting has approved the annual accounts for the relevant financial year. The remuneration of the president of the Board of Directors is fixed at a lump sum of sixty-six thousand euro (EUR 66,000) per full financial year and for the entire duration of his mandate as president. An additional remuneration of two thousand two hundred euro (EUR 2,200) will be granted for each meeting of a committee of the company of which the president is a member and which he has personally attended. The payment of this remuneration will be made (where applicable pro rata) after the general meeting has approved the annual accounts for the relevant financial year. The mandate of the other directors is not remunerated, pursuant to article 20 of the company's by-laws and the company's Corporate Governance Charter 17 The general meeting resolves to apply the exception Mgmt No vote in article 520ter of the Companies Code (combined with article 525 of the Companies Code) with respect to the variable remuneration of the members of the executive management. It resolves, in particular, to maintain (and to the extent necessary, to ratify the application of) the same remuneration policy as that of preceding years for the members of the executive management with respect to the variable part short term ("performance bonus"), the Strategic Letter and the LTI's as mentioned in the remuneration report published by the company 18 On the recommendation of the audit committee Mgmt No vote and on the proposal of the Board of Directors, the general meeting resolves to appoint Deloitte Bedrijfsrevisoren/Reviseurs d'Entreprises SC SCRL, represented by Mr. Rik Neckebroeck as auditor of the company for a period of three years expiring after the annual general meeting in 2014. The remuneration of the auditor for the accomplishment of its statutory mission is fixed at a lump sum of two hundred and sixteen thousand euro (EUR 216,000) per year 19 The general meeting resolves to remove the transitional Mgmt No vote provision in article 12 of the company's by-laws 20 The general meeting resolves to replace the Mgmt No vote current text of article 13, 3rd paragraph of the company's by-laws with the following text: "Directors whose mandate has expired may be re-appointed, within the limits set out by the Companies Code regarding re-appointment as an independent director" 21 The general meeting resolves to replace the Mgmt No vote current text of article 16, 2nd paragraph of the company's by-laws with the following text: "Convocations must mention the place, date, time and agenda of the meeting. They must be sent out in advance within a reasonable timeframe by means of a letter, fax, e-mail or any other written means" 22 The general meeting resolves to replace the Mgmt No vote current text of article 16, 4th paragraph of the company's by-laws with the following text: "Any director may grant a proxy by letter, fax, e-mail or any other means to another director to represent him/her/it at a meeting of the Board of Directors" 23 The general meeting resolves to replace the Mgmt No vote current text of article 25, 2nd paragraph of the company's by-laws with the following text: "The conditions for the appointment of members of the management committee, their dismissal, their remuneration, the duration of their mission and the operational mode of the management committee, are determined by the Board of Directors in accordance with the applicable provisions of the Companies Code" 24 The general meeting resolves to replace the Mgmt No vote current text of article 26 of the company's by-laws with the following text: ARTICLE 26 - REMUNERATION AND NOMINATION COMMITTEE The remuneration and nomination committee assists the Board of Directors and is therefore notably entrusted with the following duties: making proposals to the Board of Directors on the remuneration policy for the directors, the members of the management committee (if applicable) and the members of other committees discussing the general management of the company as defined in article 96 Section 3 of the Companies Code and, where applicable, on the resultant proposals which must be submitted by the Board of Directors to the shareholders; making proposals to the Board of Directors on the individual remuneration of the directors, the members of the management committee (if applicable) and the members of other committees discussing the general management of the company as defined in article 96 Section 3 of the Companies Code, including the variable remuneration and long-term performance bonuses - whether or not stock-related - in the form of stock options or other financial instruments, and severance payments, and where applicable, on the resultant proposals which are submitted by the Board of Directors to the shareholders; drafting the Remuneration Report with a view to its insertion by the Board of Directors in the Corporate Governance Statement as defined in article 96 Section 2 of the Companies Code; commenting on the Remuneration Report at the annual General Meeting; providing recommendations to the Board of Directors on the nomination of directors, the members of the management committee (if applicable) and the members of other committees discussing the general management of the company as defined in article 96 Section 3 of the Companies Code; ensuring that the selection and evaluation procedures of the directors, the members of the management committee (if applicable) and the members of other committees discussing the general management of the company as defined in article 96 Section 3 of the Companies Code, are carried out in the most objective way possible. The remuneration and nomination committee regularly reports to the Board of Directors on the exercise of its duties. The remuneration and nomination committee must convene when necessary for the proper operation of the committee, and at least twice a year. The remuneration and nomination committee must at all times be composed of at least three directors. All members of the remuneration and nomination committee must be non-executive directors and a majority of them must be independent directors within the meaning of the Companies Code. Without prejudice to the foregoing, the said committee is chaired by the chairman of the Board of Directors or by another non-executive director. The members of the remuneration and nomination committee are appointed and may be dismissed at any time by the Board of Directors. The duration of the mandate of a member of the remuneration and nomination committee may not exceed the duration of his/ her/its mandate as a director 25 The general meeting resolves to replace the Mgmt No vote current text of article 31 of the company's by-laws with the following text, under the suspensive condition of the adoption, the publication in the Belgian Official Gazette and the entry into force of any legislation transposing directive 2007/36/EC of 11 July 2007 on the exercise of certain rights of shareholders in listed companies into Belgian law: ARTICLE 31 - CONVOCATION The Board of Directors or the Auditor(s) convene(s) the General Meeting. These convocations must at least contain the elements set out in article 533bis of the Companies Code. The convocations are issued in the form and within the deadlines prescribed by articles 533 and following of the Companies Code. The agenda must mention the subjects which are to be treated, as well as the proposed resolutions. The proposal of the audit committee with respect to the appointment or re-appointment of the statutory auditor is listed in the agenda. Every year, at least one General Meeting is held whose agenda includes, among other things: discussion of the Management Report and Auditor(s)'(s) Report, the vote on the Remuneration Report, discussion and approval of the Annual Accounts, the appropriation of the results, the discharge to be granted to the directors and to the auditor(s) and, if the case arises, the appointment of director(s) and auditor(s) and prior approval of any agreement entered into with an executive director, a member of the management committee (if applicable) or a member of another committee discussing the general management of the company as defined in article 96 Section 3 of the Companies Code, containing a severance payment exceeding 12 months of remuneration, or, on the reasoned advice of the remuneration and nomination committee, exceeding 18 months of remuneration. Persons who must be invited to a General Meeting pursuant to the Companies Code, and who take part in a meeting or are represented there, are considered to have been validly convened. These persons may, before or after a General Meeting which they did not attend, renounce the right to invoke a lack of convocation or any irregularity in the convocation 26 The general meeting resolves to replace the Mgmt No vote current text of article 32 of the company's by-laws with the following text, under the suspensive condition of the adoption, the publication in the Belgian Official Gazette and the entry into force of any legislation transposing directive 2007/36/EC of 11 July 2007 on the exercise of certain rights of shareholders in listed companies into Belgian law: ARTICLE 32 - ADMISSION The right to participate in the General Meeting and to vote is subject to the registration of the shares in the name of the shareholder on the fourteenth day preceding the General Meeting, at midnight (Belgian time), or by the registration of registered shares in the shareholders' register, or by their registration in the accounts of an authorised custody account holder or clearing institution, regardless of the number of shares held by the shareholder on the day of the General Meeting. The day and hour set out in the first paragraph constitute the record date. The shareholder notifies the company, or the person designated by the company to this end, of his/her/its intention to participate in the General Meeting, at the latest on the sixth calendar day preceding the date of the General Meeting. In order to be admitted to the General Meeting, the shareholder must in addition also be able to prove his/her identity. The representative of a shareholder, who is a legal person, must be able to present the documents proving his/her capacity as company representative or proxy holder, at the latest before the commencement of the General Meeting. Transitional provision The owners of bearer shares must register on the record date by delivering the bearer shares to one or more financial intermediaries designated by the Board of Directors in the convocation, regardless of the number of shares held by the shareholder on the day of the General Meeting. The shareholder notifies the company, or the person designated by the company to this end, of his/her/its intention to participate in the General Meeting, at the latest on the sixth calendar day preceding the date of the General Meeting. In order to be admitted to the General Meeting, the shareholder must in addition also be able to prove his/her identity. The representative of a shareholder, who is a legal person, must be able to present the documents proving his/her capacity as company representative or proxy holder, at the latest before the commencement of the General Meeting 27 The general meeting resolves to replace the Mgmt No vote current text of article 33 of the company's by-laws with the following text, under the suspensive condition of the adoption, the publication in the Belgian Official Gazette and the entry into force of any legislation transposing directive 2007/36/EC of 11 July 2007 on the exercise of certain rights of shareholders in listed companies, into Belgian law. ARTICLE 33 - REPRESENTATION All shareholders having voting rights may vote personally or by proxy. A shareholder may designate, for a given General Meeting, only one person as a proxy holder, without prejudice to the exceptions set out in the Companies Code. The proxy holder must not be a shareholder. The designation of a proxy holder must take place in writing and must be signed by the shareholder. The Board of Directors may determine the form of the proxies in the convocation. The notification of the proxy to the company must be done by letter, fax or e-mail, in accordance with the modalities determined by the Board of Directors in the convocation. The proxy must be received by the company at the latest on the sixth calendar day preceding the date of the General Meeting. Any proxy received by the company before the publication of a revised agenda pursuant to article 533ter of the Companies Code remains valid for the items covered by the proxy. As an exception to the foregoing, with respect to the items on the agenda which are the subject of newly submitted proposed resolutions pursuant to article 533ter of the Companies Code, the proxy holder may, at the general meeting, deviate from potential voting instructions given by his/her/its principal if the accomplishment of these instructions would risk compromising the interests of his/her/its principal. The proxy holder must inform his/her/its principal of this fact 28 The general meeting resolves to replace the Mgmt No vote current text of article 35 of the company's by-laws with the following text, under the suspensive condition of the adoption, the publication in the Belgian Official Gazette and the entry into force of any legislation transposing directive 2007/36/EC of 11 July 2007 on the exercise of certain rights of shareholders in listed companies into Belgian law: ARTICLE 35 ADJOURNMENT The Board of Directors has the right, during the meeting, to postpone the decision in relation to the approval of the annual accounts of the company by five weeks. This postponement has no effect on the other resolutions taken, except if the General Meeting resolves otherwise. The Board of Directors must re-convene the General Meeting within the five-week period in order to resolve the adjourned items on the agenda. Formalities fulfilled in order to attend the first General Meeting, including the registration of securities or the potential notification of proxies or forms used to vote by correspondence, remain valid for the second Meeting. New notifications of proxies or of forms used to vote by correspondence will be authorised, within the deadlines and under the conditions contained in the current by-laws. The General Meeting may only be postponed once. The second General Meeting makes final resolutions on the adjourned items on the agenda 29 The general meeting resolves to replace the Mgmt No vote current text of article 36, 2nd paragraph of the company's by-laws with the following text, under the suspensive condition of the adoption, the publication in the Belgian Official Gazette and the entry into force of any legislation transposing directive 2007/36/EC of 11 July 2007 on the exercise of certain rights of shareholders in listed companies into Belgian law: Holders of bonds, warrants and certificates issued with the cooperation of the company may attend the General Meeting, but only with an advisory vote. The right to attend the General Meeting is subject to the same formalities as those which are applicable in accordance with the provisions of the present by-laws, to the shareholders, depending on the nature of the securities concerned 30 The general meeting resolves to replace the Mgmt No vote current text of article 37 of the company's by-laws with the following text, under the suspensive condition of the adoption, the publication in the Belgian Official Gazette and the entry into force of any legislation transposing directive 2007/36/EC of 11 July 2007 on the exercise of certain rights of shareholders in listed companies into Belgian law: ARTICLE 37 - DELIBERATION Before entering the meeting, an attendance list setting out the names and the addresses of the shareholders as well as the number of shares held by them, is signed by the shareholders or by their proxy holders. An attendance list indicating the names and addresses of the holder of bonds, warrants and certificates issued with the cooperation of the company as well as the number of securities held by them, is also signed by each of them or by their proxy holders. The General Meeting cannot deliberate on points that are not contained in the agenda, unless all shareholders are present or represented at the General Meeting and unanimously resolve to deliberate on these points. The directors answer the questions addressed to them by the shareholders at the meeting or in writing with respect to their report or to other points on the agenda, to the extent that the communication of data is not likely to cause prejudice to the commercial interests of the company or to the confidentiality obligations that the company or the directors have committed to. The auditor(s) answer the questions addressed to them by the shareholders, at the meeting or in writing with respect to his (their) report, to the extent that the communication of data is not likely to cause prejudice to the commercial interests of the company or to the confidentiality obligations that the company, the directors or the auditors have committed to. The shareholders have the right to ask questions during the meeting or in writing. The written questions may be addressed to the company by electronic means to the address mentioned in the convocation to the General Meeting. The written questions must be received by the company at the latest on the sixth calendar day preceding the date of the General Meeting. Unless otherwise provided by the law and the by-laws, the resolutions must be taken by a simple majority of votes cast, regardless of the number of shares represented at the meeting. Blank and invalid votes are not added to the votes cast. The votes must be taken by a show of hands or by roll call, unless the General Meeting resolves otherwise by a simple majority of votes cast. The foregoing does not affect the right of each shareholder to vote by correspondence, by means of a form made available by the company and containing at least the elements set out in article 550 Section 2 of the Companies Code. The form used to vote by correspondence must be received by the company at the latest on the sixth calendar day preceding the General Meeting. The form used to vote by correspondence addressed to the company for a General Meeting is valid for the successive General Meetings convened with the same agenda. Any form used to vote by correspondence received by the company before the publication of a revised agenda pursuant to article 533ter of the Companies Code remains valid for the items on the agenda which are covered by it. By means of an exception to the foregoing, the vote exercised with respect to an item on the agenda which is the object of a newly proposed resolution in application of article 533ter of the Companies Code, is null and void 31 The general meeting resolves to add a 3rd paragraph Mgmt No vote to article 38 of the company's by-laws by adding the following text, under the suspensive condition of the adoption, the publication in the Belgian Official Gazette and the entry into force of any legislation transposing directive 2007/36/EC of 11 July 2007 on the exercise of certain rights of shareholders in listed companies into Belgian law: The minutes must at least contain the elements set out in article 546 of the Companies Code and are published on the website of the company within fifteen calendar days after the General Meeting 32 The general meeting confers on Mr. Johan VAN Mgmt No vote DEN CRUIJCE, with the right of substitution, all powers necessary to immediately proceed with the coordination of the text of the company's by-laws in accordance with the resolutions taken following the proposed resolutions nos. 19 to 24, to sign it and to file it with the clerk of the relevant Commercial Court, in accordance with the applicable legal provisions. The general meeting also confers on Mr. Johan VAN DEN CRUIJCE, with the right of substitution, all powers necessary to proceed with the coordination of the text of the company's by-laws in accordance with the resolutions taken following the proposed resolutions nos. 25 to 31, to sign it and to file it with the clerk of the relevant Commercial Court, in accordance with the applicable legal provisions, as soon as the suspensive condition set out in the proposed resolutions is realised 33 Pursuant to article 556 of the Companies Code, Mgmt No vote the general meeting approves and, to the extent necessary, ratifies article 10.1 (i) of the "Revolving Credit Facility Agreement" entered into on 22 December 2010 between the company and Atlas Services Belgium SA -------------------------------------------------------------------------------------------------------------------------- MUENCHENER RUECKVERSICHERUNGS-GESELLSCHAFT AKTIENGESELLSCHAFT IN MUENCHEN, MUENC Agenda Number: 702847116 -------------------------------------------------------------------------------------------------------------------------- Security: D55535104 Meeting Type: AGM Meeting Date: 20-Apr-2011 Ticker: ISIN: DE0008430026 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please note that shareholders must be registered Non-Voting No vote in beneficial owner name to be eligible to vote at this meeting. Broadridge will disclose the beneficial owner information for voted accounts and blocking may apply. Please contact your client service representative for further details. The vote deadline as displayed is still subject to change as we are currently still awaiting confirmation on the sub custodian vote deadlines and will be updating this information on PE accordingly. ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC Non-Voting No vote CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). SHOULD YOU HAVE ANY QUESTIONS OR DOUBTS IN THIS REGARD, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE SO THAT THIS ISSUE CAN BE CLARIFIED. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU. PLEASE NOTE THAT THESE SHARES MAY BE BLOCKED Non-Voting No vote DEPENDING ON SOME SUBCUSTODIANS' PROCESSING IN THE MARKET. PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS. COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 05.04.2011. Non-Voting No vote FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER'S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY'S MEETING. 1.a Submission of the report of the Supervisory Non-Voting No vote Board and the corporate governance report including the remuneration report for the financial year 2010 1.b Submission of the adopted Company financial Non-Voting No vote statements and management report for the financial year 2010, the approved consolidated financial statements and management report for the Group for the financial year 2010, and the explanatory report on the information in accordance with Sections 289 para. 4 and 315 para. 4 of the German Commercial Code 2. Resolution on the appropriation of the net retained Mgmt For For profits from the financial year 2010 3. Resolution to approve the actions of the Board Mgmt For For of Management 4. Resolution to approve the actions of the Supervisory Mgmt For For Board 5. Resolution to approve the remuneration system Mgmt For For for the Board of Management 6. Resolution to appoint a member of the Supervisory Mgmt For For Board: Annika Falkengren 7. Resolution to authorise the buy-back and utilisation Mgmt For For of own shares as well as the option to exclude subscription and tender rights 8. Resolution to authorise the buy-back of own Mgmt For For shares using derivatives as well as the option to exclude subscription and tender rights 9. Resolution to cancel the existing authorisation Mgmt For For for increasing the share capital under "Authorised Capital Increase 2006", to replace this with a new authorisation "Authorised Capital Increase 2011" for the issue of employee shares, and to make the relevant amendments to the Articles of Association -------------------------------------------------------------------------------------------------------------------------- NATIONAL GRID PLC, LONDON Agenda Number: 702493177 -------------------------------------------------------------------------------------------------------------------------- Security: G6375K151 Meeting Type: AGM Meeting Date: 26-Jul-2010 Ticker: ISIN: GB00B08SNH34 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Receive the annual report and accounts Mgmt For For 2 Declare a final dividend Mgmt For For 3 Re-elect Sir John Parker Mgmt For For 4 Re-elect Steve Holliday Mgmt For For 5 Re-elect Ken Harvey Mgmt For For 6 Re-elect Steve Lucas Mgmt For For 7 Re-elect Stephen Pettit Mgmt For For 8 Re-elect Nick Winser Mgmt For For 9 Re-elect George Rose Mgmt For For 10 Re-elect Tom King Mgmt For For 11 Re-elect Maria Richter Mgmt For For 12 Re-elect John Allan Mgmt For For 13 Re-elect Linda Adamany Mgmt For For 14 Re-elect Mark Fairbairn Mgmt For For 15 Re-elect Philip Aiken Mgmt For For 16 Re-appoint PricewaterhouseCoopers LLP as the Mgmt For For Auditors 17 Authorize the Directors to set the Auditors' Mgmt For For remuneration 18 Approve the Directors remuneration report Mgmt For For 19 Authorize the Directors to allot ordinary shares Mgmt For For S.20 Approve to disapply pre-emptive rights Mgmt For For S.21 Authorize the Company to purchase its own ordinary Mgmt For For shares S.22 Authorize the Directors to hold general meetings Mgmt For For on 14 clear days' notice -------------------------------------------------------------------------------------------------------------------------- NESTLE S A Agenda Number: 702847596 -------------------------------------------------------------------------------------------------------------------------- Security: H57312649 Meeting Type: AGM Meeting Date: 14-Apr-2011 Ticker: ISIN: CH0038863350 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote ID 799253 DUE TO DELETION OF RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. CMMT BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting No vote REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. CMMT PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No vote MEETING NOTICE SENT UNDER MEETING 741313, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. 1.1 Approval of the annual report, the financial Mgmt No vote statements of Nestle S.A. and the consolidated financial statements of the Nestle group for 2010 1.2 Acceptance of the Compensation Report 2010 (advisory Mgmt No vote vote) 2 Release of the members of the Board of Directors Mgmt No vote and of the Management 3 Appropriation of profits resulting from the Mgmt No vote balance sheet of Nestle S.A. 4.1.1 Re-election to the Board of Directors: Mr. Paul Mgmt No vote Bulcke 4.1.2 Re-election to the Board of Directors: Mr. Andreas Mgmt No vote Koopmann 4.1.3 Re-election to the Board of Directors: Mr. Rolf Mgmt No vote Hanggi 4.1.4 Re-election to the Board of Directors: Mr. Jean-Pierre Mgmt No vote Meyers 4.1.5 Re-election to the Board of Directors: Mrs. Mgmt No vote Naina Lal Kidwai 4.1.6 Re-election to the Board of Directors: Mr. Beat Mgmt No vote Hess 4.2 Election to the Board of Directors: Ms. Ann Mgmt No vote Veneman (for a term of three years) 4.3 Re-election of the statutory auditors: KPMG Mgmt No vote S.A., Geneva branch (for a term of one year) 5 Cancellation of 165 000 000 shares repurchased Mgmt No vote under the share buy-back programmes, and reduction of the share capital by CHF 16 500 000 -------------------------------------------------------------------------------------------------------------------------- NISOURCE INC. Agenda Number: 933396598 -------------------------------------------------------------------------------------------------------------------------- Security: 65473P105 Meeting Type: Annual Meeting Date: 10-May-2011 Ticker: NI ISIN: US65473P1057 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management I1 ELECTION OF DIRECTOR: RICHARD A. ABDOO Mgmt For For I2 ELECTION OF DIRECTOR: STEVEN C. BEERING Mgmt For For I3 ELECTION OF DIRECTOR: MICHAEL E. JESANIS Mgmt For For I4 ELECTION OF DIRECTOR: MARTY R. KITTRELL Mgmt For For I5 ELECTION OF DIRECTOR: W. LEE NUTTER Mgmt For For I6 ELECTION OF DIRECTOR: DEBORAH S. PARKER Mgmt For For I7 ELECTION OF DIRECTOR: IAN M. ROLLAND Mgmt For For I8 ELECTION OF DIRECTOR: ROBERT C. SKAGGS, JR. Mgmt For For I9 ELECTION OF DIRECTOR: RICHARD L. THOMPSON Mgmt For For I10 ELECTION OF DIRECTOR: CAROLYN Y. WOO Mgmt For For II TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS. III TO CONSIDER AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For IV TO CONSIDER AN ADVISORY VOTE ON THE FREQUENCY Mgmt 1 Year For OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION. V TO CONSIDER A STOCKHOLDER PROPOSAL REGARDING Shr For Against STOCKHOLDER ACTION BY WRITTEN CONSENT. -------------------------------------------------------------------------------------------------------------------------- NSTAR Agenda Number: 933365086 -------------------------------------------------------------------------------------------------------------------------- Security: 67019E107 Meeting Type: Special Meeting Date: 04-Mar-2011 Ticker: NST ISIN: US67019E1073 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 PROPOSAL TO APPROVE THE MERGER CONTEMPLATED Mgmt For For BY THE AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 16, 2010, AS AMENDED ON NOVEMBER 1, 2010 AND DECEMBER 16, 2010, BY AND AMONG NORTHEAST UTILITIES, NU HOLDING ENERGY 1 LLC, NU HOLDING ENERGY 2 LLC AND NSTAR, AS IT MAY BE FURTHER AMENDED FROM TIME TO TIME, AND ADOPT THE AGREEMENT AND PLAN OF MERGER. 02 PROPOSAL TO ADJOURN THE NSTAR SPECIAL MEETING, Mgmt For For IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE THE MERGER AND AGREEMENT AND PLAN OF MERGER. -------------------------------------------------------------------------------------------------------------------------- ORKLA ASA, OSLO Agenda Number: 702888857 -------------------------------------------------------------------------------------------------------------------------- Security: R67787102 Meeting Type: AGM Meeting Date: 14-Apr-2011 Ticker: ISIN: NO0003733800 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote ID 806543 DUE TO DELETION OF RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. CMMT MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL Non-Voting No vote OWNER INFORMATION FOR ALL VOTED ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR YOUR VOTE TO BE LODGED CMMT IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL Non-Voting No vote OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE 1.1 Approval of the financial statements for 2010 Mgmt No vote for Orkla ASA 1.2 Approval of a share dividend for 2010 Mgmt No vote 2 Amendment to Article 16, third paragraph, of Mgmt No vote the Articles of Association 3.2 Advisory approval of the Board of Directors' Mgmt No vote statement of guidelines for the pay and other remuneration of the executive management in the coming financial year 3.3 Approval of guidelines for share-related incentive Mgmt No vote arrangements 4.ii Authorisation to acquire treasury shares, to Mgmt No vote be utilised to fulfil existing employee incentive arrangements, and employee incentive arrangements adopted by the General Meeting in accordance with item 3.3 of the agenda 4.iii Authorisation to acquire treasury shares, to Mgmt No vote be utilised to acquire shares for cancellation 5 Authorisation for the Board of Directors to Mgmt No vote increase share capital through the subscription of new shares 6.i Election of members to the Corporate Assembly Mgmt No vote 6.ii Election of deputy members to the Corporate Mgmt No vote Assembly 7 Election of members to the Nomination Committee Mgmt No vote 8 Approval of the Auditor's remuneration Mgmt No vote -------------------------------------------------------------------------------------------------------------------------- PEPSICO, INC. Agenda Number: 933392069 -------------------------------------------------------------------------------------------------------------------------- Security: 713448108 Meeting Type: Annual Meeting Date: 04-May-2011 Ticker: PEP ISIN: US7134481081 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF DIRECTOR: S.L. BROWN Mgmt For For 1B ELECTION OF DIRECTOR: I.M. COOK Mgmt For For 1C ELECTION OF DIRECTOR: D. DUBLON Mgmt For For 1D ELECTION OF DIRECTOR: V.J. DZAU Mgmt For For 1E ELECTION OF DIRECTOR: R.L. HUNT Mgmt For For 1F ELECTION OF DIRECTOR: A. IBARGUEN Mgmt For For 1G ELECTION OF DIRECTOR: A.C. MARTINEZ Mgmt For For 1H ELECTION OF DIRECTOR: I.K. NOOYI Mgmt For For 1I ELECTION OF DIRECTOR: S.P. ROCKEFELLER Mgmt For For 1J ELECTION OF DIRECTOR: J.J. SCHIRO Mgmt For For 1K ELECTION OF DIRECTOR: L.G. TROTTER Mgmt For For 1L ELECTION OF DIRECTOR: D. VASELLA Mgmt For For 02 APPROVAL, BY NON-BINDING VOTE, OF EXECUTIVE Mgmt For For COMPENSATION. 03 RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY Mgmt 1 Year Against OF EXECUTIVE COMPENSATION VOTES. 04 APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS Mgmt For For FOR FISCAL YEAR 2011. 05 APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION Mgmt For For TO IMPLEMENT MAJORITY VOTING FOR DIRECTORS IN UNCONTESTED ELECTIONS. 06 SHAREHOLDER PROPOSAL - RIGHT TO CALL SPECIAL Shr For Against SHAREHOLDER MEETINGS. (PROXY STATEMENT P.63) 07 SHAREHOLDER PROPOSAL - POLITICAL CONTRIBUTIONS Shr Against For REPORT (PROXY STATEMENT P.65) -------------------------------------------------------------------------------------------------------------------------- PHILIP MORRIS INTERNATIONAL INC. Agenda Number: 933393744 -------------------------------------------------------------------------------------------------------------------------- Security: 718172109 Meeting Type: Annual Meeting Date: 11-May-2011 Ticker: PM ISIN: US7181721090 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF DIRECTOR: HAROLD BROWN Mgmt For For 1B ELECTION OF DIRECTOR: MATHIS CABIALLAVETTA Mgmt For For 1C ELECTION OF DIRECTOR: LOUIS C. CAMILLERI Mgmt For For 1D ELECTION OF DIRECTOR: J. DUDLEY FISHBURN Mgmt For For 1E ELECTION OF DIRECTOR: JENNIFER LI Mgmt For For 1F ELECTION OF DIRECTOR: GRAHAM MACKAY Mgmt For For 1G ELECTION OF DIRECTOR: SERGIO MARCHIONNE Mgmt Against Against 1H ELECTION OF DIRECTOR: LUCIO A. NOTO Mgmt For For 1I ELECTION OF DIRECTOR: CARLOS SLIM HELU Mgmt For For 1J ELECTION OF DIRECTOR: STEPHEN M. WOLF Mgmt For For 02 RATIFICATION OF THE SELECTION OF INDEPENDENT Mgmt For For AUDITORS 03 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION Mgmt For For 04 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year For VOTES ON EXECUTIVE COMPENSATION 05 STOCKHOLDER PROPOSAL 1 - FOOD INSECURITY AND Shr Against For TOBACCO USE 06 STOCKHOLDER PROPOSAL 2 - INDEPENDENT BOARD CHAIR Shr Against For -------------------------------------------------------------------------------------------------------------------------- PHILIPPINE LONG DISTANCE TELEPHONE CO. Agenda Number: 933462145 -------------------------------------------------------------------------------------------------------------------------- Security: 718252604 Meeting Type: Consent Meeting Date: 14-Jun-2011 Ticker: PHI ISIN: US7182526043 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 APPROVAL OF THE AUDITED FINANCIAL STATEMENTS Mgmt For Against FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010 CONTAINED IN THE COMPANY'S 2010 ANNUAL REPORT 2A ELECTION OF DIRECTOR: REV. FR. BIENVENIDO F. Mgmt For NEBRES, S.J. (INDEPENDENT DIRECTOR) 2B ELECTION OF DIRECTOR: MR. PEDRO E. ROXAS (INDEPENDENT Mgmt For DIRECTOR) 2C ELECTION OF DIRECTOR: MR. ALFRED V. TY (INDEPENDENT Mgmt For DIRECTOR) 2D ELECTION OF DIRECTOR: MS. HELEN Y. DEE Mgmt For 2E ELECTION OF DIRECTOR: ATTY. RAY C. ESPINOSA Mgmt For 2F ELECTION OF DIRECTOR: MR. TATSU KONO Mgmt For 2G ELECTION OF DIRECTOR: MR. NAPOLEON L. NAZARENO Mgmt For 2H ELECTION OF DIRECTOR: MR. MANUEL V. PANGILINAN Mgmt For 2I ELECTION OF DIRECTOR: MR. TAKASHI OOI Mgmt For 2J ELECTION OF DIRECTOR: MR. OSCAR S. REYES Mgmt For 2K ELECTION OF DIRECTOR: MS. MA. LOURDES C. RAUSA-CHAN Mgmt For 2L ELECTION OF DIRECTOR: MR. JUAN B. SANTOS Mgmt For 2M ELECTION OF DIRECTOR: MR. TONY TAN CAKTIONG Mgmt For 03 APPROVAL OF THE ISSUANCE OF UP TO 29,654,378 Mgmt For Against SHARES OF COMMON STOCK OF PLDT, AT THE ISSUE PRICE OF PHP2,500 PER SHARE, AS PAYMENT FOR THE PURCHASE PRICE OF PROPERTIES TO BE ACQUIRED BY THE COMPANY -------------------------------------------------------------------------------------------------------------------------- PITNEY BOWES INC. Agenda Number: 933394962 -------------------------------------------------------------------------------------------------------------------------- Security: 724479100 Meeting Type: Annual Meeting Date: 09-May-2011 Ticker: PBI ISIN: US7244791007 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF DIRECTOR: RODNEY C. ADKINS Mgmt For For 1B ELECTION OF DIRECTOR: MURRAY D. MARTIN Mgmt For For 1C ELECTION OF DIRECTOR: MICHAEL I. ROTH Mgmt For For 1D ELECTION OF DIRECTOR: ROBERT E. WEISSMAN Mgmt For For 02 RATIFICATION OF THE AUDIT COMMITTEE'S APPOINTMENT Mgmt For For OF THE INDEPENDENT ACCOUNTANTS FOR 2011. 3A AMENDMENTS TO THE RESTATED CERTIFICATE OF INCORPORATION Mgmt For For AND AMENDED AND RESTATED BY-LAWS TO REMOVE SUPERMAJORITY VOTE REQUIREMENTS FOR THE FOLLOWING ACTIONS: REMOVING ANY DIRECTOR FROM OFFICE. 3B AMENDMENTS TO THE RESTATED CERTIFICATE OF INCORPORATION Mgmt For For AND AMENDED AND RESTATED BY-LAWS TO REMOVE SUPERMAJORITY VOTE REQUIREMENTS FOR THE FOLLOWING ACTIONS: CERTAIN BUSINESS COMBINATIONS. 3C AMENDMENTS TO THE RESTATED CERTIFICATE OF INCORPORATION Mgmt For For AND AMENDED AND RESTATED BY-LAWS TO REMOVE SUPERMAJORITY VOTE REQUIREMENTS FOR THE FOLLOWING ACTIONS: AMENDING CERTAIN PROVISIONS OF THE CERTIFICATE. 3D AMENDMENTS TO THE RESTATED CERTIFICATE OF INCORPORATION Mgmt For For AND AMENDED AND RESTATED BY-LAWS TO REMOVE SUPERMAJORITY VOTE REQUIREMENTS FOR THE FOLLOWING ACTIONS: AMENDING CERTAIN PROVISIONS OF THE BY-LAWS. 04 ADVISORY VOTE ON EXECUTIVE COMPENSATION. Mgmt For For 05 ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY Mgmt 1 Year For VOTES ON EXECUTIVE COMPENSATION. 6A APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE Mgmt For For GOALS PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M) FOR THE FOLLOWING INCENTIVE PLANS: PITNEY BOWES INC. KEY EMPLOYEES INCENTIVE PLAN. 6B APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE Mgmt For For GOALS PURSUANT TO INTERNAL REVENUE CODE SECTION 162(M) FOR THE FOLLOWING INCENTIVE PLANS: PITNEY BOWES INC. 2007 STOCK PLAN. -------------------------------------------------------------------------------------------------------------------------- PROGRESS ENERGY, INC. Agenda Number: 933401983 -------------------------------------------------------------------------------------------------------------------------- Security: 743263105 Meeting Type: Annual Meeting Date: 11-May-2011 Ticker: PGN ISIN: US7432631056 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF DIRECTOR: JOHN D. BAKER II Mgmt For For 1B ELECTION OF DIRECTOR: JAMES E. BOSTIC JR. Mgmt For For 1C ELECTION OF DIRECTOR: HARRIS E. DELOACH JR. Mgmt For For 1D ELECTION OF DIRECTOR: JAMES B. HYLER JR. Mgmt For For 1E ELECTION OF DIRECTOR: WILLIAM D. JOHNSON Mgmt For For 1F ELECTION OF DIRECTOR: ROBERT W. JONES Mgmt For For 1G ELECTION OF DIRECTOR: W. STEVEN JONES Mgmt For For 1H ELECTION OF DIRECTOR: MELQUIADES R. MARTINEZ Mgmt For For 1I ELECTION OF DIRECTOR: E. MARIE MCKEE Mgmt For For 1J ELECTION OF DIRECTOR: JOHN H. MULLIN III Mgmt For For 1K ELECTION OF DIRECTOR: CHARLES W. PRYOR JR. Mgmt For For 1L ELECTION OF DIRECTOR: CARLOS A. SALADRIGAS Mgmt For For 1M ELECTION OF DIRECTOR: THERESA M. STONE Mgmt For For 1N ELECTION OF DIRECTOR: ALFRED C. TOLLISON JR. Mgmt For For 2 AN ADVISORY (NONBINDING) VOTE TO APPROVE EXECUTIVE Mgmt For For COMPENSATION. 3 TO RECOMMEND, BY AN ADVISORY (NONBINDING) VOTE, Mgmt 1 Year For THE FREQUENCY OF SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION. 4 RATIFICATION OF THE SELECTION OF DELOITTE & Mgmt For For TOUCHE LLP AS PROGRESS ENERGY INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011. -------------------------------------------------------------------------------------------------------------------------- REGAL ENTERTAINMENT GROUP Agenda Number: 933429133 -------------------------------------------------------------------------------------------------------------------------- Security: 758766109 Meeting Type: Annual Meeting Date: 04-May-2011 Ticker: RGC ISIN: US7587661098 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR STEPHEN A. KAPLAN Mgmt For For JACK TYRRELL Mgmt For For NESTOR R. WEIGAND JR. Mgmt For For 02 APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION Mgmt For For OF OUR NAMED EXECUTIVE OFFICERS. 03 RECOMMENDATION, ON AN ADVISORY BASIS, OF THE Mgmt 1 Year For FREQUENCY AT WHICH TO HOLD FUTURE ADVISORY VOTES ON THE COMPANY'S EXECUTIVE COMPENSATION. 04 RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION Mgmt For For OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 29, 2011. -------------------------------------------------------------------------------------------------------------------------- REYNOLDS AMERICAN INC. Agenda Number: 933391219 -------------------------------------------------------------------------------------------------------------------------- Security: 761713106 Meeting Type: Annual Meeting Date: 06-May-2011 Ticker: RAI ISIN: US7617131062 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR LUC JOBIN* Mgmt For For NANA MENSAH* Mgmt For For JOHN J. ZILLMER* Mgmt For For JOHN P. DALY** Mgmt For For DANIEL M. DELEN*** Mgmt For For 02 ADVISORY VOTE ON THE COMPENSATION OF NAMED EXECUTIVE Mgmt For For OFFICERS 03 ADVISORY VOTE REGARDING FREQUENCY OF FUTURE Mgmt 1 Year For ADVISORY VOTES ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS 04 AMENDMENT TO THE ARTICLES OF INCORPORATION Mgmt For For 05 RATIFICATION OF THE APPOINTMENT OF KPMG LLP Mgmt For For AS INDEPENDENT AUDITORS 06 SHAREHOLDER PROPOSAL ON ELIMINATION OF CLASSIFIED Shr For Against BOARD 07 SHAREHOLDER PROPOSAL ON ELIMINATING TOBACCO Shr Against For FLAVORING 08 SHAREHOLDER PROPOSAL ON HUMAN RIGHTS PROTOCOLS Shr For Against FOR THE COMPANY AND ITS SUPPLIERS -------------------------------------------------------------------------------------------------------------------------- ROYAL DUTCH SHELL PLC Agenda Number: 933426036 -------------------------------------------------------------------------------------------------------------------------- Security: 780259206 Meeting Type: Annual Meeting Date: 17-May-2011 Ticker: RDSA ISIN: US7802592060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 ADOPTION OF ANNUAL REPORT & ACCOUNTS Mgmt For For 02 APPROVAL OF REMUNERATION REPORT Mgmt For For 03 APPOINTMENT OF LINDA G. STUNTZ AS A DIRECTOR Mgmt For For OF THE COMPANY 4A RE-APPOINTMENT OF DIRECTOR: JOSEF ACKERMANN Mgmt For For 4B RE-APPOINTMENT OF DIRECTOR: MALCOLM BRINDED Mgmt For For 4C RE-APPOINTMENT OF DIRECTOR: GUY ELLIOTT Mgmt For For 4D RE-APPOINTMENT OF DIRECTOR: SIMON HENRY Mgmt For For 4E RE-APPOINTMENT OF DIRECTOR: CHARLES O. HOLLIDAY Mgmt For For 4F RE-APPOINTMENT OF DIRECTOR: LORD KERR OF KINLOCHARD Mgmt For For 4G RE-APPOINTMENT OF DIRECTOR: GERARD KLEISTERLEE Mgmt For For 4H RE-APPOINTMENT OF DIRECTOR: CHRISTINE MORIN-POSTEL Mgmt For For 4I RE-APPOINTMENT OF DIRECTOR: JORMA OLLILA Mgmt For For 4J RE-APPOINTMENT OF DIRECTOR: JEROEN VAN DER VEER Mgmt For For 4K RE-APPOINTMENT OF DIRECTOR: PETER VOSER Mgmt For For 4L RE-APPOINTMENT OF DIRECTOR: HANS WIJERS Mgmt For For 05 RE-APPOINTMENT OF AUDITORS Mgmt For For 06 REMUNERATION OF AUDITORS Mgmt For For 07 AUTHORITY TO ALLOT SHARES Mgmt For For 08 DISAPPLICATION OF PRE-EMPTION RIGHTS Mgmt For For 09 AUTHORITY TO PURCHASE OWN SHARES Mgmt For For 10 AUTHORITY FOR CERTAIN DONATIONS AND EXPENDITURE Mgmt For For -------------------------------------------------------------------------------------------------------------------------- SCOR SE, PUTEAUX Agenda Number: 702920073 -------------------------------------------------------------------------------------------------------------------------- Security: F15561677 Meeting Type: MIX Meeting Date: 04-May-2011 Ticker: ISIN: FR0010411983 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote VALID VOTE OPTIONS ARE "FOR" AND "AGAINST" A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE. CMMT French Resident Shareowners must complete, sign Non-Voting No vote and forward the Proxy Card directly to the sub custodian. Please contact your Client Service Representative to obtain the necessary card, account details and directions. The following applies to Non-Resident Shareowners: Proxy Cards: Voting instructions will be forwarded to the Global Custodians that have become Registered Intermediaries, on the Vote Deadline Date. In capacity as Registered Intermediary, the Global Custodian will sign the Proxy Card and forward to the local custodian. If you are unsure whether your Global Custodian acts as Registered Intermediary, please contact your representative O.1 Approval of the reports and corporate financial Mgmt For For statements for the financial year ended December 31, 2010 O.2 Allocation of income and setting the dividend Mgmt For For for the financial year ended December 31, 2010 O.3 Approval of the reports and consolidated financial Mgmt For For statements for the financial year ended on December 31, 2010 O.4 Approval of the Agreements referred to in the Mgmt For For special report of the Statutory Auditors pursuant to Article L. 225-38 of the Commercial Code O.5 Renewal of Mr. Gerard Andreck's term as Board Mgmt For For member of the Company O.6 Renewal of Mr. Peter Eckert's term as Board Mgmt For For member of the Company O.7 Appointment of Mr. Charles Gave as Board member Mgmt For For of the Company O.8 Renewal of Mr. Denis Kessler's term as Board Mgmt For For member of the Company O.9 Renewal of Mr. Daniel Lebegue's term as Board Mgmt For For member of the Company O.10 Renewal of term of Mederic Prevoyance as Board Mgmt Against Against member of the Company O.11 Renewal of Mr. Luc Rouge's term as Board member Mgmt For For of the Company O.12 Appointment of Mrs. Guylaine Saucier as Board Mgmt For For member of the Company O.13 Renewal of Mr. Jean-Claude Seys' term as Board Mgmt For For member of the Company O.14 Renewal of Mr. Claude Tendil's term as Board Mgmt Against Against member of the Company O.15 Renewal of Mr. Daniel Valot's term as Board Mgmt For For member of the Company O.16 Renewal of Mr. Georges Chodron de Courcel's Mgmt Against Against term as Board member of the Company O.17 Authorization granted to the Board of Directors Mgmt For For to trade Company's shares O.18 Powers to accomplish all formalities Mgmt For For E.19 Delegation of authority granted to the Board Mgmt For For of Directors to decide the incorporation of profits, reserves or premiums E.20 Delegation of authority granted to the Board Mgmt For For of Directors to decide to issue shares and/or securities providing access to capital or entitling to a debt security, while maintaining preferential subscription rights E.21 Delegation of authority granted to the Board Mgmt For For of Directors to decide to issue as part of a public offer, shares and/or securities providing access to capital or entitling to a debt security, with cancellation of preferential subscription rights E.22 Delegation of authority granted to the Board Mgmt For For of Directors to decide to issue as part of an offer pursuant to Article L. 411-2, II of the Monetary and Financial Code, shares and/or securities providing access to capital or entitling to a debt security, with cancellation of preferential subscription rights E.23 Delegation of authority granted to the Board Mgmt For For of Directors to issue shares and/or securities providing access to capital or entitling to a debt security, in consideration for stocks brought to the Company in connection with any public exchange offer initiated by it E.24 Delegation of authority granted to the Board Mgmt For For of Directors to issue shares and/or securities providing access to the capital of the Company or entitling to a debt security, in consideration for stocks brought to the Company as part of in-kind contributions limited to 10% of its capital E.25 Authorization granted to the Board of Directors Mgmt For For to increase the number of securities in the event of capital increase with or without preferential subscription rights E.26 Delegation of authority granted to the Board Mgmt For For of Directors to issue securities providing access to the capital of the Company, with cancelation of shareholders' preferential subscription rights in favor of a given category of persons ensuring underwriting of equity securities of the Company E.27 Authorization granted to the Board of Directors Mgmt For For to reduce share capital by cancellation of treasury shares E.28 Authorization granted to the Board of Directors Mgmt Against Against to grant options to subscribe for and/or purchase shares to employed staff members and Executive corporate officers E.29 Authorization granted to the Board of Directors Mgmt Against Against to allocate gratis common shares of the Company to employed staff members and Executive corporate officers E.30 Delegation of authority granted to the Board Mgmt For For of Directors to carry out the share capital increase by issuing shares reserved for members of company savings plans, with cancellation of preferential subscription rights in favor of the latter E.31 Overall limitation of capital increases Mgmt For For E.32 Powers to accomplish all formalities Mgmt For For CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2011/0418/201104181101315.pdf CMMT PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT Non-Voting No vote OF ADDITIONAL COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- SCOTTISH AND SOUTHERN ENERGY PLC, PERTH Agenda Number: 702517307 -------------------------------------------------------------------------------------------------------------------------- Security: G7885V109 Meeting Type: AGM Meeting Date: 22-Jul-2010 Ticker: ISIN: GB0007908733 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Receive the report and accounts Mgmt For For 2. Approve the remuneration report Mgmt For For 3. Declare a final dividend Mgmt For For 4. Re-appoint Nick Baldwin Mgmt For For 5. Re-appoint Richard Gillingwater Mgmt For For 6. Re-appoint Alistair Phillips-Davies Mgmt For For 7. Re-appoint KPMG Audit Plc as the Auditors Mgmt For For 8. Authorize the Directors to determine the Auditors' Mgmt For For remuneration 9. Grant authority for the allotment of shares Mgmt For For S.10 Approve to disapply pre-emption rights Mgmt For For S.11 Authorize the Company to purchase its own Ordinary Mgmt For For Shares S.12 Approve the 14 days' notice of general meetings Mgmt For For S.13 Adopt the new Articles of Association Mgmt For For 14. Authorize the Directors to offer a Scrip Dividend Mgmt For For Scheme -------------------------------------------------------------------------------------------------------------------------- STATOIL ASA Agenda Number: 933440567 -------------------------------------------------------------------------------------------------------------------------- Security: 85771P102 Meeting Type: Annual Meeting Date: 19-May-2011 Ticker: STO ISIN: US85771P1021 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 02 ELECTION OF OLAUG SVARVA AS CHAIR OF THE MEETING Mgmt No vote 03 APPROVAL OF THE NOTICE AND THE AGENDA Mgmt No vote 05 ELECTION OF TWO PERSONS TO CO-SIGN THE MINUTES Mgmt No vote TOGETHER WITH THE CHAIR OF THE MEETING 06 APPROVAL OF THE ANNUAL REPORT AND ACCOUNTS INCLUDING Mgmt No vote DISTRIBUTION OF THE DIVIDEND 07 DECLARATION ON STIPULATION OF SALARY AND OTHER Mgmt No vote REMUNERATION FOR EXECUTIVE MANAGEMENT 08 DETERMINATION OF REMUNERATION FOR THE COMPANY'S Mgmt No vote AUDITOR 09 DETERMINATION OF REMUNERATION FOR THE CORPORATE Mgmt No vote ASSEMBLY 10 ELECTION OF INGRID RASMUSSEN YNEW ELECTED AS Mgmt No vote MEMBER OF THE NOMINATION COMMITTEE 11 DETERMINATION OF REMUNERATION FOR THE NOMINATION Mgmt No vote COMMITTEE 12 AUTHORISATION TO ACQUIRE STATOIL SHARES IN THE Mgmt No vote MARKET TO CONTINUE IMPLEMENTATION OF THE SHARE SAVING PLAN FOR EMPLOYEES 13 AUTHORISATION TO ACQUIRE STATOIL SHARES IN THE Mgmt No vote MARKET FOR SUBSEQUENT ANNULMENT 14 MARKETING INSTRUCTIONS FOR STATOIL ASA - ADJUSTMENTS Mgmt No vote 15 CHANGES TO THE ARTICLES OF ASSOCIATION Mgmt No vote 16 ADOPT INSTRUCTION FOR THE NOMINATION COMMITTEE Mgmt No vote 17 PROPOSAL FROM A SHAREHOLDER Shr No vote -------------------------------------------------------------------------------------------------------------------------- SWISSCOM AG, ITTIGEN Agenda Number: 702919296 -------------------------------------------------------------------------------------------------------------------------- Security: H8398N104 Meeting Type: AGM Meeting Date: 20-Apr-2011 Ticker: ISIN: CH0008742519 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote ID 801546 DUE TO ADDITION AND DELETION OF RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. CMMT BLOCKING OF REGISTERED SHARES IS NOT A LEGAL Non-Voting No vote REQUIREMENT IN THE SWISS MARKET, SPECIFIC POLICIES AT THE INDIVIDUAL SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTING INSTRUCTION, IT IS POSSIBLE THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND RE-REGISTRATION FOLLOWING A TRADE. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. CMMT PLEASE NOTE THAT THIS IS THE PART II OF THE Non-Voting No vote MEETING NOTICE SENT UNDER MEETING 750922, INCLUDING THE AGENDA. TO VOTE IN THE UPCOMING MEETING, YOUR NAME MUST BE NOTIFIED TO THE COMPANY REGISTRAR AS BENEFICIAL OWNER BEFORE THE RE-REGISTRATION DEADLINE. PLEASE NOTE THAT THOSE INSTRUCTIONS THAT ARE SUBMITTED AFTER THE CUTOFF DATE WILL BE PROCESSED ON A BEST EFFORT BASIS. THANK YOU. 1.1 The Board of Directors proposes that the annual Mgmt No vote report, financial statements of Swisscom Ltd and consolidated financial statements for fiscal year 2010 be approved 1.2 The Board of Directors proposes that the Shareholders' Mgmt No vote Meeting take affirmatively notice of the 2010 remuneration report by means of a consultative vote 2.a The Board of Directors proposes a) that the Mgmt No vote retained earnings of fiscal 2010 of CHF 4,841 million be appropriated as follows: Allocation to reserves from capital contributions CHF 232 million, Allocation to free reserves CHF 622 million, Balance carried forward to new account CHF 3,987 million 2.b The Board of Directors proposes that a dividend Mgmt No vote of CHF 1,088 million be distributed for the fiscal 2010 (CHF 21 gross per share). For this purpose, the Board of Directors proposes converting CHF 466 million in reserves from capital contributions into free reserves and distributing these as dividends together with additional free reserves amounting to CHF 622 million (CHF 9 per share from reserves from capital contributions and CHF 12 gross per share from free reserves) 3 The Board of Directors proposes that discharge Mgmt No vote be granted to the members of the Board of Directors and the Group Executive Board for the 2010 financial year 4 The Board of Directors proposes that the Articles Mgmt No vote of Incorporation be amended as specified 5.1 The Board of Directors proposes that Dr Anton Mgmt No vote Scherrer be re-elected for a term of office lasting until 31 August 2011 as a member and chairman of the Board of Directors 5.2 The Board of Directors proposes that Hansueli Mgmt No vote Loosli be re-elected for a two-year term of office as a member of the Board of Directors and that he be elected as chairman of the Board of Directors as of 1 September 2011 5.3 The Board of Directors proposes that Michel Mgmt No vote Gobet be re-elected for a two-year term of office as member of the Board of Directors 5.4 The Board of Directors proposes that Dr Torsten Mgmt No vote G. Kreindl be re-elected for a two-year term of office as a member of the Board of Directors 5.5 The Board of Directors proposes that Richard Mgmt No vote Roy be re-elected for a two-year term of office as a member of the Board of Directors 5.6 The Board of Directors proposes that Othmar Mgmt No vote Vock be re-elected for a one-year term of office as a member of the Board of Directors 5.7 The Board of Directors proposes that Theophil Mgmt No vote H. Schlatter be elected for a two-year term of office as a member of the Board of Directors 6 The Board of Directors proposes that KPMG Ltd, Mgmt No vote of Muri near Bern, be re-elected as statutory auditors for the fiscal 2011 -------------------------------------------------------------------------------------------------------------------------- T.E.R.N.A.- RETE ELETTRICA NAZIONALE SPA, ROMA Agenda Number: 703017574 -------------------------------------------------------------------------------------------------------------------------- Security: T9471R100 Meeting Type: MIX Meeting Date: 12-May-2011 Ticker: ISIN: IT0003242622 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE IN THE EVENT THE MEETING DOES NOT Non-Voting No vote REACH QUORUM, THERE WILL BE A SECOND CALL ON 13 MAY 2011 AT 14.30 (AND A THIRD CALL FOR EGM ON 14 MAY 2011 AT 11.00). CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU. CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINKS: https://materials.proxyvote.com/Approved/99999Z/19840101/NPS_88029.PDF O.1 Financial Statement as of December 31, 2010. Mgmt For For Reports by the Board of Directors, the Board of Statutory Auditors and the Independent Auditors. Related resolutions. Presentation of the Consolidated Financial Statement as of December 31, 2010 O.2 Allocation of the net income of the fiscal year Mgmt For For O.3 Determination of the number of members of the Mgmt For For Board of Directors and their term of office CMMT PLEASE NOTE THAT ALTHOUGH THERE ARE 3 SLATES Non-Voting No vote TO BE ELECTED AS DIRECTORS, THERE IS ONLY 1 VACANCY AVAILABLE TO BE FILLED AT THE MEETING. THE STANDING INSTRUCTIONS FOR THIS MEETING WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE REQUIRED TO VOTE FOR ONLY 1 OF THE 3 SLATES. THANK YOU. O.4.1 Appointment of the members of the Board of Directors: Shr No vote list presented by Cassa Depositi e Prestiti - CDP shareholder of Terna with 599,999,999 ordinary shares, equal to 29.86% of the share capital: Luigi Piergiuseppe Ferdinando Roth, Flavio Cattaneo, Andrea Camporese, Paolo Dal Pino, Matteo Del Fante and Michele Polo O.4.2 Appointment of the members of the Board of Directors: Shr No vote candidate presented by ENEL S.p.A owner of more than 1% of Terna's share capital: Simone Mori O.4.3 Appointment of the members of the Board of Directors: Shr For Against list presented by Romano Minozzi, Iris Ceramica S.p.A, Castellarano Fiandre S.p.A, Fortifer S.A., A.T.S. Finanziaria s.r.l., Canalfin S.p.A., Finanziaria Cer. Castellarano S.p.A and Fincea S.p.A together holders of 4.858% of Terna: Romano Minozzi, Fabio Buscarini and Salvatore Machi O.5 Appointment of the Chairman of the Board of Mgmt For For Directors O.6 Determination of the remuneration of the members Mgmt Against Against of the Board of Directors 0000 PLEASE NOTE THAT ALTHOUGH THERE ARE 2 SLATES Non-Voting No vote TO BE ELECTED AS AUDITORS, THERE IS ONLY 1 VACANCY AVAILABLE TO BE FILLED AT THE MEETING. THE STANDING INSTRUCTIONS FOR THIS MEETING WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE REQUIRED TO VOTE FOR ONLY 1 OF THE 2 SLATES. THANK YOU O.7.1 Appointment of the Board of Statutory Auditors: Shr Against For list presented by Cassa Depositi e Prestiti - CDP shareholder of Terna with 599,999,999 ordinary shares, equal to 29.86% of the share capital: Standing Auditors: Alberto Luigi Gusmeroli and Lorenzo Pozza and Alternate Auditor: Flavio Pizzini O.7.2 Appointment of the members of the Board of Directors: Shr For Against list presented by Romano Minozzi, Iris Ceramica S.p.A, Castellarano Fiandre S.p.A, Fortifer S.A., A.T.S. Finanziaria s.r.l., Canalfin S.p.A., Finanziaria Cer. Castellarano S.p.A and Fincea S.p.A together holders of 4.858% of Terna: Statutory Auditor: Luca Aurelio Guarna and Standing Auditor: Stefania Bettoni O.8 Determination of the remuneration of the Statutory Mgmt For For Auditors of the Board of Statutory Auditors O.9 Mandate for the statutory auditing for the 2011 Mgmt For For - 2019 period, and consequent resolutions O.10 Adapting the Regulations of the meetings to Mgmt For For the provisions of Legislative Decree No. 27 of January 27, 2010. Amendments to articles1.2, 2.1, 2.2, 3.2, 3.4, 3.5, 4.2, 4.8, 6.4 and 6.6 E.1 Amendments to Art 9.1 and Art 13 of the Corporate Mgmt For For Bylaws, respectively, in compliance with the provisions introduced by Art 1 of Legislative Decree No. 27 of January 27, 2010 and for the implementation of the Procedure for Related Party Transactions under the "Regulations on provisions relating to Transactions with Related Parties" (adopted by Consob with Resolution No. 17221 of March 12, 2010 and as subsequently amended by Resolution No. 17389 of June 23, 2010) as well as the re-numbering of the individual paragraphs that make up Art 13 -------------------------------------------------------------------------------------------------------------------------- TAIWAN SEMICONDUCTOR MFG. CO. LTD. Agenda Number: 933454213 -------------------------------------------------------------------------------------------------------------------------- Security: 874039100 Meeting Type: Annual Meeting Date: 09-Jun-2011 Ticker: TSM ISIN: US8740391003 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 TO ACCEPT 2010 BUSINESS REPORT AND FINANCIAL Mgmt For For STATEMENTS 02 TO APPROVE THE PROPOSAL FOR DISTRIBUTION OF Mgmt For For 2010 PROFITS 03 TO REVISE INTERNAL RULES AS FOLLOWS: (A) PROCEDURES Mgmt For For FOR LENDING FUNDS TO OTHER PARTIES (B) PROCEDURES FOR ENDORSEMENT AND GUARANTEE 04 TO APPROVE THE TRANSFER OF TSMC'S SOLAR BUSINESS Mgmt For For AND SOLID STATE LIGHTING BUSINESS INTO TWO NEW TSMC WHOLLY OWNED COMPANIES RESPECTIVELY, AND TO FURTHER APPROVE THE "SOLAR BUSINESS TRANSFER PLAN" AND "SOLID STATE LIGHTING BUSINESS TRANSFER PLAN." 05 DIRECTOR GREGORY C. CHOW Mgmt For For KOK-CHOO CHEN Mgmt For For -------------------------------------------------------------------------------------------------------------------------- TECO ENERGY, INC. Agenda Number: 933377699 -------------------------------------------------------------------------------------------------------------------------- Security: 872375100 Meeting Type: Annual Meeting Date: 04-May-2011 Ticker: TE ISIN: US8723751009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF DIRECTOR: DUBOSE AUSLEY Mgmt For For 1B ELECTION OF DIRECTOR: JAMES L. FERMAN, JR. Mgmt For For 1C ELECTION OF DIRECTOR: PAUL L. WHITING Mgmt For For 02 RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS Mgmt For For LLP AS OUR INDEPENDENT AUDITOR FOR 2011. 03 AN ADVISORY VOTE ON EXECUTIVE COMPENSATION ("SAY Mgmt For For ON PAY"). 04 AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE Mgmt 1 Year For SAY ON PAY VOTES. 05 AMENDMENT OF THE COMPANY'S EQUAL EMPLOYMENT Shr For Against OPPORTUNITY POLICY. 06 DECLASSIFY THE BOARD OF DIRECTORS. Shr For Against -------------------------------------------------------------------------------------------------------------------------- TELEFONICA SA, MADRID Agenda Number: 702967780 -------------------------------------------------------------------------------------------------------------------------- Security: 879382109 Meeting Type: OGM Meeting Date: 18-May-2011 Ticker: ISIN: ES0178430E18 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Review and approval of the individual and consolidated Mgmt For For annual accounts and the management report, as well as of the proposed allocation of losses profits and the management of its board room 2 Compensation of shareholders, distribution to Mgmt For For be charged to unrestricted reserves 3.1 Amendment of the art. of the bylaws, art 1,6.2,7,14,16.1,17.4,Mgmt For For 18.4,31bis and 36 3.2 Addition of a new paragraph 5 to art 16 of the Mgmt For For bylaws 3.3 Addition of a new art.26bis to the bylaws Mgmt For For 4.1 Amendment of the art 5,8.1,11, 13.1 of the G. Mgmt For For meeting regulations 4.2 Amendment of the art 14.1 of the G. meeting Mgmt For For regulations 5.1 Re-election of Mr.Isidro Faine Mgmt Against Against 5.2 Re-election of Mr.Vitalino Manuel Nafria Azanar Mgmt Against Against 5.3 Re-election of Mr.Julio Linares Mgmt Against Against 5.4 Re-election of Mr.David Arcolus Mgmt For For 5.5 Re-election of Mr.Carlos Colomer Mgmt For For 5.6 Re-election of Mr.Peter Erskine Mgmt Against Against 5.7 Re-election of Mr.Alfonso Ferrari Mgmt For For 5.8 Re-election of Mr.A.Massanell Mgmt Against Against 5.9 Appointment of Chang Xiaobing Mgmt Against Against 6 Authorization to increase the share capital Mgmt For For pursuant up to 5 year 7 Re-election of auditor Mgmt For For 8 Long term incentive Plan based on Telefonica Mgmt For For shares to executives team and executives directors 9 Restricted Share Plan of Telefonica, S.A. Approval Mgmt For For of a long-term incentive restricted Plan consisting of the delivery of shares of Telefonica, S.A. aimed at Employees and Executive Personnel and linked to their continued employment in the Telefonica Group 10 Global incentive share purchase Plan of Telefonica, Mgmt For For S.A. Approval of an incentive share purchase Global Plan for the Employees of the Telefonica Group 11 Delegation of powers Mgmt For For cmmt PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION Non-Voting No vote OF TEXT IN RESOLUTION 9 AND 10. 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. -------------------------------------------------------------------------------------------------------------------------- THE SOUTHERN COMPANY Agenda Number: 933425402 -------------------------------------------------------------------------------------------------------------------------- Security: 842587107 Meeting Type: Annual Meeting Date: 25-May-2011 Ticker: SO ISIN: US8425871071 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 01 DIRECTOR J.P. BARANCO Mgmt For For J.A. BOSCIA Mgmt For For H.A. CLARK III Mgmt For For T.A. FANNING Mgmt For For H.W. HABERMEYER, JR. Mgmt For For V.M. HAGEN Mgmt For For W.A. HOOD, JR. Mgmt For For D.M. JAMES Mgmt For For D.E. KLEIN Mgmt For For J.N. PURCELL Mgmt For For W.G. SMITH, JR. Mgmt For For S.R. SPECKER Mgmt For For L.D. THOMPSON Mgmt For For 02 RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2011 03 ADVISORY VOTE ON EXECUTIVE COMPENSATION Mgmt For For 04 ADVISORY VOTE ON THE FREQUENCY OF VOTE ON EXECUTIVE Mgmt 1 Year For COMPENSATION 05 APPROVAL OF OMNIBUS INCENTIVE COMPENSATION PLAN Mgmt For For 06 STOCKHOLDER PROPOSAL ON COAL COMBUSTION BYPRODUCTS Shr For Against ENVIRONMENTAL REPORT -------------------------------------------------------------------------------------------------------------------------- TOLL HLDGS LTD Agenda Number: 702617462 -------------------------------------------------------------------------------------------------------------------------- Security: Q9104H100 Meeting Type: AGM Meeting Date: 29-Oct-2010 Ticker: ISIN: AU000000TOL1 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting No vote PROPOSAL 5 AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE "ABSTAIN") ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSAL (5), YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION. 2 Approve the remuneration report Mgmt For For 3 Re-election of Mr. Mark Smith as a Director Mgmt For For 4 Re-election of Mr. Barry Cusack as a Director Mgmt For For 5 Approve the grant options to the Managing Director, Mgmt For For Paul Little 6 Adopt the new Constitution, including proportional Mgmt Against Against takeover provision -------------------------------------------------------------------------------------------------------------------------- TOTAL S A Agenda Number: 702967514 -------------------------------------------------------------------------------------------------------------------------- Security: F92124100 Meeting Type: MIX Meeting Date: 13-May-2011 Ticker: ISIN: FR0000120271 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING Non-Voting No vote ID 789278 DUE TO ADDITION OF A RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. CMMT French Resident Shareowners must complete, sign Non-Voting No vote and forward the Proxy Card directly to the sub custodian. Please contact your Client Service Representative to obtain the necessary card, account details and directions. The following applies to Non-Resident Shareowners: Proxy Cards: Voting instructions will be forwarded to the Global Custodians that have become Registered Intermediaries, on the Vote Deadline Date. In capacity as Registered Intermediary, the Global Custodian will sign the Proxy Card and forward to the local custodian. If you are unsure whether your Global Custodian acts as Registered Intermediary, please contact your representative CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINKS: https://balo.journal-officiel.gouv.fr/pdf/2011/0225/201102251100452.pdf AND https://balo.journal-officiel.gouv.fr/pdf/2011/0413/201104131101217.pdf CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote VALID VOTE OPTIONS ARE "FOR" AND "AGAINST" A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE. O.1 Approval of the financial statements of the Mgmt For For Company O.2 Approval of the consolidated financial statements Mgmt For For O.3 Allocation of income and setting the dividend Mgmt For For O.4 Agreements pursuant to Article L. 225-38 of Mgmt For For the Commercial Code O.5 Authorization to the Board of Directors to trade Mgmt For For the Company's shares O.6 Renewal of Mrs. Patricia Barbizet's term as Mgmt Against Against Board member O.7 Renewal of Mr. Paul Desmarais Jr.'s term as Mgmt Against Against Board member O.8 Renewal of Mr. Claude Mandil's term as Board Mgmt For For member O.9 Appointment of Mrs. Marie-Christine Coisne as Mgmt For For Board member O.10 Appointment of Mrs. Barbara Kux as Board member Mgmt For For E.11 Authorization to award free shares of the Company Mgmt For For to employees of the Group as well as to executive directors of the Company or group companies A PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER Shr Against For PROPOSAL: To approve amendment of article 9 of the articles of association to include a provision concerning the publication, on the company website, of the crossing of statutory thresholds received by the company under this article 9 of the company's articles of association -------------------------------------------------------------------------------------------------------------------------- UNITED UTILITIES GROUP PLC, WARRINGTON Agenda Number: 702532640 -------------------------------------------------------------------------------------------------------------------------- Security: G92755100 Meeting Type: AGM Meeting Date: 23-Jul-2010 Ticker: ISIN: GB00B39J2M42 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Receive the financial statements and the reports Mgmt For For of the Directors and Auditors for the YE 31 MAR 2010 2. Declare a final dividend of 23.13 pence per Mgmt For For ordinary share 3. Approve the Directors' remuneration report for Mgmt For For the YE 31 MAR 2010 4. Re-appoint Charlie Cornish as a Director Mgmt For For 5. Re-appoint Dr. Catherine Bell as a Director Mgmt For For 6. Re-appoint Nick Salmon as a Director Mgmt For For 7. Re-appoint Deloitte LLP as the Auditors of the Mgmt For For Company 8. Authorize the Directors to set the Auditors' Mgmt For For remuneration 9. Authorize the Board to allot ordinary shares Mgmt For For pursuant to Section 551 of the Companies Act 2006 ('the Act') in the Company and to grant rights to subscribe for or convert any security into ordinary shares in the Company: (A) up to a nominal amount of GBP 11,358,933 (such amount to be reduced by the nominal amount allotted or granted under Paragraph (B) below in excess of such sum); and (B) comprising equity securities (as defined in Section 560(1) of the Act) up to a nominal amount of GBP 22,717,867 (such amount to be reduced by any allotments or grants made under Paragraph (A) above) in connection with an offer by way of a rights issue: (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (ii) to holders of other equity securities as required by the rights of those securities or as the Board otherwise considers necessary; and so that the board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; [Authority expires the earlier of the conclusion of the next AGM of the Company or 22 OCT 2011]; and the Directors may allot shares or grant rights after the expiry of this authority in pursuance of such an offer or agreement made prior to such expiry S.10 Authorize the Board, if Resolution 9 is passed Mgmt For For to allot equity securities (as defined in the Companies Act 2006 ('the Act')) for cash under the authority given by that resolution and/or to sell ordinary shares of five pence each held by the Company as treasury shares for cash as if Section 561 of the Act did not apply to any such allotment or sale, such power to be limited: (A) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under Paragraph (B) of Resolution 9, by way of a rights issue only): (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (ii) to holders of other equity securities, as required by the rights of those securities or, as the Board otherwise considers necessary, and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and (B) in the case of the authority granted under Paragraph (A) of Resolution 9 and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than under Paragraph (A) above) of equity securities or sale of treasury shares up to a nominal amount of GBP 1,703,840; [Authority expires the earlier of the conclusion of the next AGM of the Company or 22 OCT 2011]; and the Company may make offers, and enter into agreements which would, or might, require equity securities to be allotted (and treasury shares to be sold) and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended S.11 Authorize the Company, for the purposes of Section Mgmt For For 701 of the Companies Act 2006 ('the Act') to make one or more market purchases (as defined in Section 693(4) of the Act) of its ordinary shares of 5 pence each, such power to be limited: (A) to a maximum number of 68,153,603 ordinary shares; (B) by the condition that the minimum price which may be paid for an ordinary share is the nominal amount of that share and the maximum price which may be paid for an ordinary share is the higher of: (i) an amount equal to 5% above the average market value of an ordinary share for the 5 business days immediately preceding the day on which that ordinary share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out, in each case, exclusive of expenses; [Authority expires the earlier of the conclusion of the next AGM of the Company or 22 OCT 2011]; 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.12 Approve a general meeting other than an AGM Mgmt For For may be called on not less than 14 clear days' notice S.13 Amend the Articles of Association of the Company Mgmt For For by deleting all the provisions of the Company's Memorandum of Association which, by virtue of Section 28 of the Companies Act 2006, are to be treated as provisions of the Company's Articles of Association and the Articles of Association produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association 14. Authorize the Company, in accordance with Part Mgmt For For 14 of the Companies Act 2006 ('the Act'), the Company and each Company which is or becomes a subsidiary of the Company at any time during the period for which this resolution has effect: (A) to make political donations to political parties and/or independent election candidates to which Part 14 of the Act applies, not exceeding GBP 50,000 in total; (B) to make political donations to political organizations other than political parties, not exceeding GBP 50,000 in total; and (C) to incur political expenditure, not exceeding GBP 50,000 in total; in any event, the aggregate amount of political donations and political expenditure made or incurred by the Company and its subsidiaries pursuant to this resolution shall not exceed GBP 150,000; [Authority expires at the conclusion of the next AGM of the Company and 22 OCT 2011] -------------------------------------------------------------------------------------------------------------------------- VERIZON COMMUNICATIONS INC. Agenda Number: 933387830 -------------------------------------------------------------------------------------------------------------------------- Security: 92343V104 Meeting Type: Annual Meeting Date: 05-May-2011 Ticker: VZ ISIN: US92343V1044 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF DIRECTOR: RICHARD L. CARRION Mgmt For For 1B ELECTION OF DIRECTOR: M. FRANCES KEETH Mgmt For For 1C ELECTION OF DIRECTOR: ROBERT W. LANE Mgmt For For 1D ELECTION OF DIRECTOR: LOWELL C. MCADAM Mgmt For For 1E ELECTION OF DIRECTOR: SANDRA O. MOOSE Mgmt For For 1F ELECTION OF DIRECTOR: JOSEPH NEUBAUER Mgmt For For 1G ELECTION OF DIRECTOR: DONALD T. NICOLAISEN Mgmt For For 1H ELECTION OF DIRECTOR: CLARENCE OTIS, JR. Mgmt For For 1I ELECTION OF DIRECTOR: HUGH B. PRICE Mgmt For For 1J ELECTION OF DIRECTOR: IVAN G. SEIDENBERG Mgmt For For 1K ELECTION OF DIRECTOR: RODNEY E. SLATER Mgmt For For 1L ELECTION OF DIRECTOR: JOHN W. SNOW Mgmt For For 02 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED Mgmt For For PUBLIC ACCOUNTING FIRM 03 ADVISORY VOTE RELATED TO EXECUTIVE COMPENSATION Mgmt For For 04 ADVISORY VOTE RELATED TO FUTURE VOTES ON EXECUTIVE Mgmt 1 Year For COMPENSATION 05 DISCLOSE PRIOR GOVERNMENT SERVICE Shr Against For 06 PERFORMANCE STOCK UNIT PERFORMANCE THRESHOLDS Shr For Against 07 CUMULATIVE VOTING Shr For Against 08 SHAREHOLDER RIGHT TO CALL A SPECIAL MEETING Shr For Against -------------------------------------------------------------------------------------------------------------------------- VIVENDI SA Agenda Number: 702819573 -------------------------------------------------------------------------------------------------------------------------- Security: F97982106 Meeting Type: MIX Meeting Date: 21-Apr-2011 Ticker: ISIN: FR0000127771 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY Non-Voting No vote VALID VOTE OPTIONS ARE "FOR" AND "AGAINST" A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE. CMMT French Resident Shareowners must complete, sign Non-Voting No vote and forward the Proxy Card directly to the sub custodian. Please contact your Client Service Representative to obtain the necessary card, account details and directions. The following applies to Non-Resident Shareowners: Proxy Cards: Voting instructions will be forwarded to the Global Custodians that have become Registered Intermediaries, on the Vote Deadline Date. In capacity as Registered Intermediary, the Global Custodian will sign the Proxy Card and forward to the local custodian. If you are unsure whether your Global Custodian acts as Registered Intermediary, please contact your representative CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING Non-Voting No vote INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://balo.journal-officiel.gouv.fr/pdf/2011/0304/201103041100553.pdf AND https://balo.journal-officiel.gouv.fr/pdf/2011/0330/201103301100972.pdf O.1 Approval of the reports and annual financial Mgmt For For statements for the financial year 2010 O.2 Approval of the reports and consolidated financial Mgmt For For statements for the financial year 2010 O.3 Approval of the Statutory Auditors' special Mgmt For For report on new regulated Agreements and Undertakings concluded during the financial year 2010 O.4 Allocation of income for the financial year Mgmt For For 2010, setting the dividend and the date of payment O.5 Renewal of Mr. Jean-Yves Charlier's term as Mgmt For For Supervisory Board member O.6 Renewal of Mr. Henri Lachmann's term as Supervisory Mgmt For For Board member O.7 Renewal of Mr. Pierre Rodocanachi's term as Mgmt For For Supervisory Board member O.8 Appointment of the company KPMG SA as principal Mgmt For For statutory auditor O.9 Appointment of the company KPMG Audit Is SAS Mgmt For For as deputy statutory auditor O.10 Authorization to be granted to the Executive Mgmt For For Board to allow the Company to purchase its own shares E.11 Authorization to be granted to the Executive Mgmt For For Board to reduce the share capital by cancellation of shares E.12 Authorization to be granted to the Executive Mgmt For For Board to grant options to subscribe for shares of the Company E.13 Authorization to be granted to the Executive Mgmt For For Board to carry out the allocation of performance shares existing or to be issued E.14 Delegation granted to the Executive Board to Mgmt For For increase capital by issuing ordinary shares or any securities giving access to the capital with preferential subscription rights of shareholders E.15 Delegation granted to the Executive Board to Mgmt For For increase capital by issuing ordinary shares or any securities giving access to the capital without preferential subscription rights of shareholders E.16 Authorization to be granted to the Executive Mgmt For For Board to increase the number of issuable securities in the event of surplus demand with a capital increase with or without preferential subscription rights, within the limit of 15% of the original issuance and within the limits set under the fourteenth and fifteenth resolutions E.17 Delegation granted to the Executive Board to Mgmt For For increase the share capital, within the limit of 10% of the capital and within the limits set under the fourteenth and fifteenth resolutions, in consideration for in-kind contributions of equity securities or securities giving access to the capital of third party companies outside of a public exchange offer E.18 Delegation granted to the Executive Board to Mgmt For For increase the share capital in favor of employees and retired employees participating in the Group Savings Plan E.19 Delegation granted to the Executive Board to Mgmt For For decide to increase the share capital in favor of employees of Vivendi foreign subsidiaries participating in the Group Savings Plan and to implement any similar plan E.20 Delegation granted to the Executive Board to Mgmt For For increase the capital by incorporation of premiums, reserves, profits or other amounts E.21 Amendment of Article 10 of the Statutes "Organizing Mgmt For For the Supervisory Board", by adding a new 6th paragraph: Censors E.22 Powers to accomplish the formalities Mgmt For For -------------------------------------------------------------------------------------------------------------------------- VODAFONE GROUP PLC, NEWBURY BERKSHIRE Agenda Number: 702501708 -------------------------------------------------------------------------------------------------------------------------- Security: G93882135 Meeting Type: AGM Meeting Date: 27-Jul-2010 Ticker: ISIN: GB00B16GWD56 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Receive the Company's accounts and reports of Mgmt For For the Directors and the Auditor for the YE 31 MAR 2010 2 Re-elect Sir John Bond as a Director Mgmt For For 3 Re-elect John Buchanan as a Director Mgmt For For 4 Re-elect Vittorio Colao as a Director Mgmt For For 5 Re-elect Michel Combes as a Director Mgmt For For 6 Re-elect Andy Halford as a Director Mgmt For For 7 Re-elect Stephen Pusey as a Director Mgmt For For 8 Re-elect Alan Jebson as a Director Mgmt For For 9 Re-elect Samuel Jonah as a Director Mgmt For For 10 Re-elect Nick Land as a Director Mgmt For For 11 Re-elect Anne Lauvergeon as a Director Mgmt For For 12 Re-elect Luc Vandevelde as a Director Mgmt For For 13 Re-elect Anthony Watson as a Director Mgmt For For 14 Re-elect Philip Yea as a Director Mgmt For For 15 Approve a final dividend of 5.65p per ordinary Mgmt For For share 16 Approve the remuneration report Mgmt For For 17 Re-appoint Deloitte LLP as the Auditors Mgmt For For 18 Authorize the Audit Committee to determine the Mgmt For For remuneration of the Auditors 19 Authorize the Directors to allot shares Mgmt For For S.20 Authorize the Directors to dis-apply pre-emption Mgmt For For rights S.21 Authorize the Company to purchase its own shares Mgmt For For [Section 701, (Companies Act 2006] S.22 Adopt new Articles of Association Mgmt For For S.23 Authorize the calling of a general meeting other Mgmt For For than an AGM on not less than 14 clear days' notice 24 Approve the continued operation of the Vodafone Mgmt For For Share Incentive Plan -------------------------------------------------------------------------------------------------------------------------- WESTPAC BANKING CORP, SYDNEY NSW Agenda Number: 702705837 -------------------------------------------------------------------------------------------------------------------------- Security: Q97417101 Meeting Type: AGM Meeting Date: 15-Dec-2010 Ticker: ISIN: AU000000WBC1 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting No vote PROPOSAL 4 AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE (OR VOTE "ABSTAIN") ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON PROPOSAL (4), YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION. 2 Adoption of Remuneration Report for the year Mgmt For For ended 30 September 2010 (non- binding resolution) 3.A Re-election of Elizabeth Blomfield Bryan Mgmt For For 3.B Re-election of Peter John Oswin Hawkins Mgmt For For 3.C Re-election of Carolyn Judith Hewson Mgmt For For 4 Grant of equity to Chief Executive Officer Mgmt For For -------------------------------------------------------------------------------------------------------------------------- WINDSTREAM CORPORATION Agenda Number: 933389389 -------------------------------------------------------------------------------------------------------------------------- Security: 97381W104 Meeting Type: Annual Meeting Date: 04-May-2011 Ticker: WIN ISIN: US97381W1045 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A ELECTION OF DIRECTOR: CAROL B. ARMITAGE Mgmt For For 1B ELECTION OF DIRECTOR: SAMUEL E. BEALL, III Mgmt For For 1C ELECTION OF DIRECTOR: DENNIS E. FOSTER Mgmt For For 1D ELECTION OF DIRECTOR: FRANCIS X. FRANTZ Mgmt For For 1E ELECTION OF DIRECTOR: JEFFERY R. GARDNER Mgmt For For 1F ELECTION OF DIRECTOR: JEFFREY T. HINSON Mgmt For For 1G ELECTION OF DIRECTOR: JUDY K. JONES Mgmt For For 1H ELECTION OF DIRECTOR: WILLIAM A. MONTGOMERY Mgmt For For 1I ELECTION OF DIRECTOR: ALAN L. WELLS Mgmt For For 02 TO VOTE ON AN ADVISORY (NON-BINDING) RESOLUTION Mgmt For For ON EXECUTIVE COMPENSATION 03 TO VOTE ON AN ADVISORY (NON-BINDING) RESOLUTION Mgmt 1 Year For ON THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION 04 TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For LLP AS WINDSTREAM'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR 2011 05 STOCKHOLDER PROPOSAL - CUMULATIVE VOTING Shr For Against 06 STOCKHOLDER PROPOSAL - TRANSPARENCY AND ACCOUNTABILITY Shr For Against IN CORPORATE SPENDING ON POLITICAL ACTIVITIES * 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) John Hancock Tax-Advantaged Global Shareholder Yield Fund By (Signature) /s/ Keith F. Hartstein Name Keith F. Hartstein Title President Date 08/25/2011