UNITED STATES
                                                 SECURITIES AND EXCHANGE COMMISSION
                                                       WASHINGTON, D.C. 20549
                                                              FORM N-PX
                                                ANNUAL REPORT OF PROXY VOTING RECORD
                                                                 OF
                                             REGISTERED MANAGEMENT INVESTMENT COMPANIES

  INVESTMENT COMPANY ACT FILE NUMBER:                              811-3916
  NAME OF REGISTRANT:                                              VANGUARD SPECIALIZED FUNDS
  ADDRESS OF REGISTRANT:                                           PO BOX 2600, VALLEY FORGE, PA 19482
  NAME AND ADDRESS OF AGENT FOR SERVICE:                           HEIDI STAM
                                                                   PO BOX 876
                                                                   VALLEY FORGE, PA 19482
  REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA                                (610) 669-1000
  DATE OF FISCAL YEAR END:                                         JANUARY 31
  DATE OF REPORTING PERIOD:                                        JULY 1, 2005 - JUNE 30, 2006

  FUND:    VANGUARD PRECIOUS METALS AND MINING FUND
  ------------------------------------------------------------------------------------
  ISSUER:                ABER DIAMOND CORP
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          6/7/2006                                                                                     FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.1: ELECT MR. ROBERT A. GANNICOTT AS A                          ISSUER          YES          FOR               N/A
DIRECTOR OF THE CORPORATION, UNTIL THE NEXT ANNUAL
MEETING OF SHAREHOLDERS OR UNTIL THEIR SUCCESSORS

PROPOSAL #1.2: ELECT MR. LARS-ERIC JOHANSSON AS A                          ISSUER          YES          FOR               N/A
DIRECTOR OF THE CORPORATION, UNTIL THE NEXT ANNUAL
MEETING OF SHAREHOLDERS OR UNTIL THEIR SUCCESSORS

PROPOSAL #1.3: ELECT MR. LYNDON LEA AS A DIRECTOR OF                       ISSUER          YES          FOR               N/A
THE CORPORATION, UNTIL THE NEXT ANNUAL MEETING OF
SHAREHOLDERS OR UNTIL THEIR SUCCESSORS

PROPOSAL #1.4: ELECT MR. LAURENT E. MOMMEJA AS A                           ISSUER          YES          FOR               N/A
DIRECTOR OF THE CORPORATION, UNTIL THE NEXTANNUAL
MEETING OF SHAREHOLDERS OR UNTIL THEIR SUCCESSORS

PROPOSAL #1.5: ELECT MR. THOMAS J. O NEILL AS A                            ISSUER          YES          FOR               N/A
DIRECTOR OF THE CORPORATION, UNTIL THE NEXT ANNUAL
MEETING OF SHAREHOLDERS OR UNTIL THEIR SUCCESSORS

PROPOSAL #1.6: ELECT MR. J. ROGER B. PHILLIMORE AS A                       ISSUER          YES          FOR               N/A
DIRECTOR OF THE CORPORATION, UNTIL THE NEXT ANNUAL
MEETING OF SHAREHOLDERS OR UNTIL THEIR SUCCESSORS

PROPOSAL #1.7: ELECT MR. EIRA M. THOMAS AS A DIRECTOR                      ISSUER          YES          FOR               N/A
OF THE CORPORATION, UNTIL THE NEXT ANNUAL MEETING OF
SHAREHOLDERS OR UNTIL THEIR SUCCESSORS

PROPOSAL #1.8: ELECT MR. JOHN M. WILLSON AS A DIRECTOR                     ISSUER          YES          FOR               N/A
 OF THE CORPORATION, UNTIL THE NEXT ANNUAL MEETING OF
SHAREHOLDERS OR UNTIL THEIR SUCCESSORS



PROPOSAL #2.: RE-APPOINT MESSRS. KPMG LLP, CHARTERED                       ISSUER          YES          FOR               N/A
ACCOUNTANTS, AS THE AUDITORS OF THE CORPORATION AND
AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION
  ------------------------------------------------------------------------------------
  ISSUER:                AGNICO EAGLE MINES LTD
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          5/12/2006                                                                                    FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.1: ELECT MR. LEANNE M. BAKER AS A DIRECTOR                     ISSUER          YES          FOR               N/A
 OF THE COMPANY

PROPOSAL #1.2: ELECT MR. DOUGLAS R. BEAUMONT AS A                          ISSUER          YES          FOR               N/A
DIRECTOR OF THE COMPANY

PROPOSAL #1.3: ELECT MR. SEAN BOYD AS A DIRECTOR OF                        ISSUER          YES          FOR               N/A
THE COMPANY

PROPOSAL #1.4: ELECT MR. BERNARD KRAFT AS A DIRECTOR                       ISSUER          YES          FOR               N/A
OF THE COMPANY

PROPOSAL #1.5: ELECT MR. MEL LEIDERMAN AS A DIRECTOR                       ISSUER          YES          FOR               N/A
OF THE COMPANY

PROPOSAL #1.6: ELECT MR. JAMES D. NASSO AS A DIRECTOR                      ISSUER          YES          FOR               N/A
OF THE COMPANY

PROPOSAL #1.7: ELECT MR. EBERHARD SCHERKUS AS A                            ISSUER          YES          FOR               N/A
DIRECTOR OF THE COMPANY

PROPOSAL #1.8: ELECT MR. HOWARD R. STOCKFORD AS A                          ISSUER          YES          FOR               N/A
DIRECTOR OF THE COMPANY

PROPOSAL #1.9: ELECT MR. PERTTI VOUTILAINEN AS A                           ISSUER          YES          FOR               N/A
DIRECTOR OF THE COMPANY

PROPOSAL #2.: APPOINT ERNST & YOUNG LLP AS THE                             ISSUER          YES          FOR               N/A
AUDITORS OF THE CORPORATION AND AUTHORIZE THE
DIRECTORS TO FIX THEIR REMUNERATION

PROPOSAL #3.: APPROVE TO AMEND THE CORPORATION'S STOCK                     ISSUER          YES          FOR               N/A
 OPTION PLAN
  ------------------------------------------------------------------------------------
  ISSUER:                AGRIUM INC.
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          5/9/2006                                                                                     FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.1: ELECT MR. NEIL CARRAGHER AS A DIRECTOR                      ISSUER          YES          FOR               N/A

PROPOSAL #1.2: ELECT MR. RALPH S. CUNNINGHAM AS A                          ISSUER          YES          FOR               N/A
DIRECTOR

PROPOSAL #1.3: ELECT MR. D. GRANT DEVINE AS A DIRECTOR                     ISSUER          YES          FOR               N/A

PROPOSAL #1.4: ELECT MR. GERMAINE GIBARA AS A DIRECTOR                     ISSUER          YES          FOR               N/A

PROPOSAL #1.5: ELECT MR. RUSSEL K. GIRLING AS A                            ISSUER          YES          FOR               N/A
DIRECTOR

PROPOSAL #1.6: ELECT MS. SUSAN A. HENRY AS A DIRECTOR                      ISSUER          YES          FOR               N/A

PROPOSAL #1.7: ELECT MR. RUSSEL J. HORNER AS A DIRECTOR                    ISSUER          YES          FOR               N/A

PROPOSAL #1.8: ELECT MR. FRANK W. KING AS A DIRECTOR                       ISSUER          YES          FOR               N/A

PROPOSAL #1.9: ELECT MR. FRANK W. PROTO AS A DIRECTOR                      ISSUER          YES          FOR               N/A




PROPOSAL #1.10: ELECT MR. HARRY G. SCHAEFER AS A                           ISSUER          YES          FOR               N/A
DIRECTOR

PROPOSAL #1.11: ELECT MR. MICHAEL M. WILSON AS A                           ISSUER          YES          FOR               N/A
DIRECTOR

PROPOSAL #1.12: ELECT MR. VICTOR J. ZALESCHUK AS A                         ISSUER          YES          FOR               N/A
DIRECTOR

PROPOSAL #2.: RATIFY KPMG LLP AS THE AUDITORS                              ISSUER          YES          FOR               N/A

  ------------------------------------------------------------------------------------
  ISSUER:                ANGLOGOLD ASHANTI LIMITED
  TICKER:                AU              CUSIP:     035128206
  MEETING DATE:          4/10/2006                                                                                    FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #O1: RESOLVED AS AN ORDINARY RESOLUTION AND                       ISSUER          YES          FOR               N/A
AS A SPECIFIC AUTHORITY TO ISSUE SECURITIES FOR CASH
IN TERMS OF THE LISTINGS REQUIREMENTS OF THE JSE
LIMITED ( JSE ), ALL AS MORE FULLY DESCRIBED IN THE
PROXY STATEMENT.

PROPOSAL #O2: DIRECTORS  AUTHORITY TO ALLOT AND ISSUE                      ISSUER          YES          FOR               N/A
SHARES FOR CASH SUBJECT TO SPECIFIC AUTHORITY, ALL AS
MORE FULLY DESCRIBED IN THE PROXY STATEMENT.
  ------------------------------------------------------------------------------------
  ISSUER:                ANGLOGOLD ASHANTI LIMITED
  TICKER:                AU              CUSIP:     035128206
  MEETING DATE:          5/5/2006                                                                                     FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #O1: ORDINARY RESOLUTION NO. 1 ADOPTION OF                        ISSUER          YES          FOR               N/A
FINANCIAL STATEMENTS

ELECTION OF DIRECTOR: MR FB ARISMAN*                                       ISSUER          YES          FOR               N/A

ELECTION OF DIRECTOR: MRS E LE R BRADLEY*                                  ISSUER          YES          FOR               N/A

ELECTION OF DIRECTOR: MR RP EDEY*                                          ISSUER          YES          FOR               N/A

ELECTION OF DIRECTOR: MR RM GODSELL*                                       ISSUER          YES          FOR               N/A

ELECTION OF DIRECTOR: DR TJ MOTLATSI*                                      ISSUER          YES       WITHHOLD             N/A

ELECTION OF DIRECTOR: MR RE BANNERMAN**                                    ISSUER          YES          FOR               N/A

ELECTION OF DIRECTOR: MR R CARVALHO SILVA**                                ISSUER          YES          FOR               N/A

ELECTION OF DIRECTOR: MR R MEDORI**                                        ISSUER          YES          FOR               N/A

ELECTION OF DIRECTOR: MR NF NICOLAU**                                      ISSUER          YES          FOR               N/A

ELECTION OF DIRECTOR: MR S VENKATAKRISHNAN**                               ISSUER          YES          FOR               N/A

PROPOSAL #O12: ORDINARY RESOLUTION NO. 12 PLACEMENT OF                     ISSUER          YES          FOR               N/A
 UNISSUED SHARES UNDER THE CONTROL OF THE DIRECTORS

PROPOSAL #O13: ORDINARY RESOLUTION NO. 13 AUTHORITY TO                     ISSUER          YES          FOR               N/A
 ISSUE SHARES FOR CASH

PROPOSAL #S14: ORDINARY RESOLUTION NO. 14 APPROVAL OF                      ISSUER          YES          FOR               N/A
REMUNERATION OF THE COMPANY'S PRESIDENT AS NON-
EXECUTIVE DIRECTOR

PROPOSAL #S15: SPECIAL RESOLUTION NO. 1 AUTHORITY TO                       ISSUER          YES          FOR               N/A
ACQUIRE THE COMPANY'S OWN SHARES



  ------------------------------------------------------------------------------------
  ISSUER:                ARCH COAL, INC.
  TICKER:                ACI             CUSIP:     039380100
  MEETING DATE:          4/27/2006                                                                                    FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

ELECTION OF DIRECTOR: FRANK M. BURKE                                       ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: JOHN W. EAVES                                        ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: PATRICIA F. GODLEY                                   ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: THOMAS A. LOCKHART                                   ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: WESLEY M. TAYLOR                                     ISSUER          YES          FOR               FOR

PROPOSAL #02: APPROVAL OF AMENDMENT TO CERTIFICATE OF                      ISSUER          YES        AGAINST           AGAINST
INCORPORATION TO INCREASE AUTHORIZED SHARES.
  ------------------------------------------------------------------------------------
  ISSUER:                BARRICK GOLD CORPORATION
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          5/4/2006                                                                                     FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.1: ELECT MR. H.L. BECK AS A DIRECTOR                           ISSUER          YES          FOR               N/A

PROPOSAL #1.2: ELECT MR. C.W.D. BIRCHALL AS A DIRECTOR                     ISSUER          YES          FOR               N/A

PROPOSAL #1.3: ELECT MR. D.J. CARTY AS A DIRECTOR                          ISSUER          YES          FOR               N/A

PROPOSAL #1.4: ELECT MR. G. CISNEROS AS A DIRECTOR                         ISSUER          YES          FOR               N/A

PROPOSAL #1.5: ELECT MR. M.A. COHEN AS A DIRECTOR                          ISSUER          YES          FOR               N/A

PROPOSAL #1.6: ELECT MR. P.A. CROSSGROVE AS A DIRECTOR                     ISSUER          YES          FOR               N/A

PROPOSAL #1.7: ELECT MR. J.W. CROW AS A DIRECTOR                           ISSUER          YES          FOR               N/A

PROPOSAL #1.8: ELECT MR. R.M. FRANKLIN AS A DIRECTOR                       ISSUER          YES          FOR               N/A

PROPOSAL #1.9: ELECT MR. P.C. GODSOE AS A DIRECTOR                         ISSUER          YES          FOR               N/A

PROPOSAL #1.10: ELECT MR. J.B. HARVEY AS A DIRECTOR                        ISSUER          YES          FOR               N/A

PROPOSAL #1.11: ELECT MR. B. MULRONEY AS A DIRECTOR                        ISSUER          YES          FOR               N/A

PROPOSAL #1.12: ELECT MR. A. MUNK AS A DIRECTOR                            ISSUER          YES          FOR               N/A

PROPOSAL #1.13: ELECT MR. P. MUNK AS A DIRECTOR                            ISSUER          YES          FOR               N/A

PROPOSAL #1.14: ELECT MR. J.L. ROTMAN AS A DIRECTOR                        ISSUER          YES          FOR               N/A

PROPOSAL #1.15: ELECT MR. S.J. SHAPIRO AS A DIRECTOR                       ISSUER          YES          FOR               N/A

PROPOSAL #1.16: ELECT MR. G.C. WILKINS AS A DIRECTOR                       ISSUER          YES          FOR               N/A

PROPOSAL #2.: APPOINT PRICEWATERHOUSECOOPERS LLP AS                        ISSUER          YES          FOR               N/A
THE AUDITORS OF BARRICK AND AUTHORIZE THE DIRECTORS TO
 FIX THEIR REMUNERATION

PROPOSAL #S.3: APPROVE THE CONTINUANCE AND THE                             ISSUER          YES          FOR               N/A
ARRANGEMENT OF BARRICK GOLD CORPORATION AS SPECIFIED



  ------------------------------------------------------------------------------------
  ISSUER:                BHP BILLITON LTD
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          11/25/2005                                                                                   FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS FOR BHP                     ISSUER          YES          FOR               N/A
 BILLITON PLC FOR THE YE 30 JUN 2005, TOGETHER WITH
THE DIRECTORS  REPORT, THE AUDITORS  REPORT AND THE
REMUNARATION REPORT AS SET OUT IN THE ANNUAL REPORT

PROPOSAL #2.: RECEIVE THE FINANCIAL STATEMENTS FOR BHP                     ISSUER          YES          FOR               N/A
 BILLITON LIMITED FOR THE YE 30 JUN 2005, TOGETHER
WITH THE DIRECTORS  REPORT, THE AUDITORS  REPORT AND
REMUNARATION REPORT AS SET OUT IN THE ANNUAL REPORT

PROPOSAL #3.: RE-ELECT MR. CARLOS CORDEIRO AS A                            ISSUER          YES          FOR               N/A
DIRECTOR OF BHP BILLITON PLC, WHO RETIRES BY ROTATION

PROPOSAL #4.: RE-ELECT MR. CARLOS CORDEIRO AS A                            ISSUER          YES          FOR               N/A
DIRECTOR OF BHP BILLITON LIMITED, WHO RETIRES BY
ROTATION

PROPOSAL #5.: RE-ELECT HON. GAIL DE PLANQUE AS A                           ISSUER          YES          FOR               N/A
DIRECTOR OF BHP BILLITON PLC, WHO RETIRES BY ROTATION

PROPOSAL #6.: RE-ELECT HON. GAILE DE PLANQUE AS A                          ISSUER          YES          FOR               N/A
DIRECTOR OF BHP BILLITON LIMITED, WHO RETIRES BY
ROTATION

PROPOSAL #7.: RE-ELECT MR. DAVID CRAWFORD AS A                             ISSUER          YES          FOR               N/A
DIRECTOR OF BHP BILLITON PLC, WHO RETIRES BY ROTATION

PROPOSAL #8.: RE-ELECT MR. DAVID CRAWFORD AS A                             ISSUER          YES          FOR               N/A
DIRECTOR OF BHP BILLITON LIMITED, WHO RETIRES BY
ROTATION

PROPOSAL #9.: RE-ELECT MR. DAVID JENKINS AS A DIRECTOR                     ISSUER          YES          FOR               N/A
 OF BHP BILLITON PLC, WHO RETIRES BY ROTATION

PROPOSAL #10.: RE-ELECT MR. DAVID JENKINS AS A                             ISSUER          YES          FOR               N/A
DIRECTOR OF BHP BILLITON LIMITED, WHO RETIRES BY
ROTATION

PROPOSAL #11.: RE-ELECT MR. MIKE SALOMON AS A DIRECTOR                     ISSUER          YES          FOR               N/A
 OF BHP BILLITON PLC, WHO RETIRES BY ROTATION

PROPOSAL #12.: RE-ELECT MR. MIKE SALOMON AS A DIRECTOR                     ISSUER          YES          FOR               N/A
 OF BHP BILLITON LIMITED, WHO RETIRES BY ROTATION

PROPOSAL #13.: RE-APPOINT KPMG AUDIT PLC AS THE                            ISSUER          YES          FOR               N/A
AUDITORS OF BHP BILLITON PLC AND AUTHORIZE THE
DIRECTORS TO AGREE THEIR REMUNERATION

PROPOSAL #14.: APPROVE THAT THE AUTHORITY AND POWER TO                     ISSUER          YES          FOR               N/A
 ALLOT RELEVANT SECURITIES CONFERRED ON THE DIRECTORS
BY ARTICLE 9 OF BHP BILLITON PLC'S ARTICLES OF
ASSOCIATION BE RENEWED FOR THE PERIOD ENDING ON THE
EARLIER OF 19 JAN 2007 AND THE LATER OF THE AGM OF BHP
 BILLITON LIMITED IN 2006, AND FOR SUCH PERIOD THE
SECTION 80 AMOUNT  UNDER THE UNITED KINGDOM COMPANIES
ACT 1985  SHALL BE USD 265,926,499.00

PROPOSAL #S.15: APPROVE THAT THE AUTHORITY AND POWER                       ISSUER          YES          FOR               N/A
TO ALLOT EQUITY SECURITIES FOR CASH CONFERRED ON THE
DIRECTORS BY ARTICLE 9 OF BHP BILLITON PLC'S ARTICLES
OF ASSOCIATION BE RENEWED FOR THE PERIOD ENDING ON THE
 EARLIER OF 19 JAN 2007 AND THE LATER OF THE AGM OF
BHP BILLITON LIMITED IN 2006, AND FOR SUCH PERIOD THE
SECTION 80 AMOUNT  UNDER THE UNITED KINGDOM COMPANIES
ACT 1985  SHALL BE USD 61,703,675.00



PROPOSAL #S.16: AUTHORIZE BHP BILLITON PLC, IN                             ISSUER          YES          FOR               N/A
ACCORDANCE WITH ARTICLE 6 OF ITS ARTICLES OF
ASSOCIATION AND SECTION 166 OF THE UNITED KINGDOM
COMPANIES ACT 1985, TO MAKE MARKET PURCHASES  AS
DEFINED IN SECTION 163 OF THAT ACT  OF ORDINARY SHARES
 OF USD 0.50 NOMINAL VALUE EACH IN THE CAPITAL OF BHP
BILLITON PLC  SHARES  PROVIDED THAT: A) THE MAXIMUM
AGGREGATE NUMBER OF SHARES HEREBY AUTHORIZED TO BE
PURCHASED SHALL BE 246,814,700, BEING 10% OF ISSUED
CAPITAL; B) THE MINIMUM PRICE WHICH MAY BE PAID FOR
EACH SHARE IS USD 0.50, BEING THE NOMINAL VALUE OF THE
 SHARES; C) THE MAXIMUM PRICE WHICH MAY BE PAID FOR
ANY SHARE IS NOT MORE THAN 5% ABOVE THE AVERAGE OF THE
 MIDDLE MARKET QUOTATIONS FOR A SHARE TAKEN FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST FOR THE 5
BUSINESS DAYS IMMEDIATELY PRECEDING THE DATE OF
PURCHASE OF THE SHARES; AND D) THE AUTHORITY CONFERRED
 BY THIS RESOLUTION SHALL, UNLESS RENEWED PRIOR TO
SUCH TIME, EXPIRE ON THE EARLIER OF 19 JAN 2007 AND
THE LATER OF THE AGM OF BHP BILLITON LIMITED IN 2006
PROVIDED THAT BHP BILLITON PLC MAY ENTER INTO A
CONTRACT FOR THE PURCHASE OF SHARES BEFORE THE EXPIRY
OF THIS AUTHORITY WHICH WOULD OR MIGHT BE COMPLETED
WHOLLY OR PARTLY AFTER SUCH EXPIRY

PROPOSAL #17.: APPROVE THE REMUNARATION REPORT FOR THE                     ISSUER          YES          FOR               N/A
 YE 30 JUN 2005

PROPOSAL #18.: APPROVE, THE PURPOSE OF ASX LISTING                         ISSUER          YES          FOR               N/A
RULE 10.14, TO GRANT THE DEFERRED SHARES AND THE
OPTIONS UNDER THE AMENDED BHP BILLITON LIMITED GROUP
INCENTIVE SCHEME AND TO GRANT THE PERFORMANCE SHARES
UNDER THE BHP BILLITON LIMITED LONG TERM INCENTIVE
PLAN TO EXECUTIVE DIRECTOR AND CHIEF EXECUTIVE
OFFICER, MR. C.W. GOODYEAR, IN THE MANNER AS SPECIFIED

PROPOSAL #19.: APPROVE, FOR THE PURPOSES OF ASX                            ISSUER          YES          FOR               N/A
LISTING RULE 10.14, TO GRANT THE DEFERRED SHARES AND
OPTIONS UNDER THE AMENDED BHP BILLITON PLC GROUP
INCENTIVE SCHEME AND TO GRANT THE PERFORMANCE SHARES
UNDER THE BHP BILLITON PLC LONG TERM INCENTIVE PLAN TO
 EXECUTIVE DIRECTOR AND GROUP PRESIDENT NON-FERROUS
MATERIALS, MR. M. SALAMON, IN THE MANNER AS SPECIFIED

PROPOSAL #S.20: AMEND THE ARTICLES OF ASSOCIATION OF                       ISSUER          YES          FOR               N/A
BHP BILLITON PLC AS SPECIFIED

PROPOSAL #S.21: AMEND THE ARTICLES OF ASSOCIATION OF                       ISSUER          YES          FOR               N/A
BHP BILLITON LIMITED AS SPECIFIED
  ------------------------------------------------------------------------------------
  ISSUER:                BHP BILLITON PLC
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          10/20/2005                                                                                   FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS FOR BHP                     ISSUER          YES          FOR               N/A
 BILLITON PLC FOR THE YE 30 JUN 2005, TOGETHER WITH
THE DIRECTORS  REPORT, THE AUDITORS  REPORT AND THE
REMUNERATION REPORT AS SET OUT IN THE ANNUAL REPORT

PROPOSAL #2.: RECEIVE THE FINANCIAL STATEMENTS FOR BHP                     ISSUER          YES          FOR               N/A
 BILLITON LIMITED FOR THE YE 30 JUN 2005, TOGETHER
WITH THE DIRECTORS  REPORT, THE AUDITORS  REPORT AND
REMUNERATION REPORT AS SET OUT IN THE ANNUAL REPORT

PROPOSAL #3.: ELECT MR. CARLOS A.S. CORDEIRO AS A                          ISSUER          YES          FOR               N/A
DIRECTOR OF BHP BILLITON PLC

PROPOSAL #4.: ELECT MR. CARLOS A.S. CORDEIRO AS A                          ISSUER          YES          FOR               N/A
DIRECTOR OF BHP BILLITON LIMITED

PROPOSAL #5.: ELECT HON. E. GAIL DE PLANQUE AS A                           ISSUER          YES          FOR               N/A
DIRECTOR OF BHP BILLITON PLC



PROPOSAL #6.: ELECT HON. E. GAIL DE PLANQUE AS A                           ISSUER          YES          FOR               N/A
DIRECTOR OF BHP BILLITON LIMITED

PROPOSAL #7.: RE-ELECT MR. DAVID A. CRAWFORD AS A                          ISSUER          YES          FOR               N/A
DIRECTOR OF BHP BILLITON PLC

PROPOSAL #8.: RE-ELECT MR. DAVID A. CRAWFORD AS A                          ISSUER          YES          FOR               N/A
DIRECTOR OF BHP BILLITON LIMITED

PROPOSAL #9.: RE-ELECT DR. DAVID A.L. JENKINS AS A                         ISSUER          YES          FOR               N/A
DIRECTOR OF BHP BILLITON PLC, WHO RETIRES BY ROTATION

PROPOSAL #10.: RE-ELECT DR. DAVID A.L. JENKINS AS A                        ISSUER          YES          FOR               N/A
DIRECTOR OF BHP BILLITON LIMITED, WHO RETIRES BY
ROTATION

PROPOSAL #11.: RE-ELECT MR. MIKE SALOMON AS A DIRECTOR                     ISSUER          YES          FOR               N/A
 OF BHP BILLITON PLC, WHO RETIRES BY ROTATION

PROPOSAL #12.: RE-ELECT MR. MIKE SALOMON AS A DIRECTOR                     ISSUER          YES          FOR               N/A
 OF BHP BILLITON LIMITED, WHO RETIRES BY ROTATION

PROPOSAL #13.: RE-APPOINT KPMG AUDIT PLC AS THE                            ISSUER          YES          FOR               N/A
AUDITORS OF BHP BILLITON PLC AND AUTHORIZE THE
DIRECTORS TO AGREE THEIR REMUNERATION

PROPOSAL #14.: APPROVE THAT THE AUTHORITY AND POWER TO                     ISSUER          YES          FOR               N/A
 ALLOT RELEVANT SECURITIES CONFERRED ON THE DIRECTORS
BY ARTICLE 9 OF BHP BILLITON PLC'S ARTICLES OF
ASSOCIATION BE RENEWED FOR THE PERIOD ENDING ON THE
EARLIER OF 19 JAN 2007 AND THE LATER OF THE AGM OF BHP
 BILLINTON PLC AND THE AGM OF BHP BILLITON LIMITED IN
2006, AND FOR SUCH PERIOD THE SECTION 80 AMOUNT  UNDER
 THE UNITED KINGDOM COMPANIES ACT 1985  SHALL BE USD
265,926,499.00

PROPOSAL #S.15: APPROVE THAT THE AUTHORITY AND POWER                       ISSUER          YES          FOR               N/A
TO ALLOT EQUITY SECURITIES FOR CASH CONFERRED ON THE
DIRECTORS BY ARTICLE 9 OF BHP BILLITON PLC'S ARTICLES
OF ASSOCIATION BE RENEWED FOR THE PERIOD ENDING ON THE
 EARLIER OF 19 JAN 2007 AND THE LATER OF THE AGM OF
BHP BILLITON PLC AND THE AGM OF BHP BILLITON LIMITED
IN 2006, AND FOR SUCH PERIOD THE SECTION 80 AMOUNT
UNDER THE UNITED KINGDOM COMPANIES ACT 1985  SHALL BE
USD 61,703,675.00

PROPOSAL #S.16: AUTHORIZE BHP BILLITON PLC, IN                             ISSUER          YES          FOR               N/A
ACCORDANCE WITH ARTICLE 6 OF ITS ARTICLES OF
ASSOCIATION AND SECTION 166 OF THE UNITED KINGDOM
COMPANIES ACT 1985, TO MAKE MARKET PURCHASES  AS
DEFINED IN SECTION 163 OF THAT ACT  OF ORDINARY SHARES
 OF USD 0.50 NOMINAL VALUE EACH IN THE CAPITAL OF BHP
BILLITON PLC  SHARES  PROVIDED THAT: A) THE MAXIMUM
AGGREGATE NUMBER OF SHARES HEREBY AUTHORIZED TO BE
PURCHASED SHALL BE 246,814,700, BEING 10% OF ISSUED
CAPITAL; B) THE MINIMUM PRICE WHICH MAY BE PAID FOR
EACH SHARE IS USD 0.50, BEING THE NOMINAL VALUE OF THE
 SHARES; C) THE MAXIMUM PRICE WHICH MAY BE PAID FOR
ANY SHARE IS NOT MORE THAN 5% ABOVE THE AVERAGE OF THE
 MIDDLE MARKET QUOTATIONS FOR A SHARE TAKEN FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST FOR THE 5
BUSINESS DAYS IMMEDIATELY PRECEDING THE DATE OF
PURCHASE OF THE SHARES;  AUTHORITY EXPIRES ON THE
EARLIER OF 19 JAN 2007 AND THE LATER OF THE AGM OF BHP
 BILLITON LIMITED IN 2006 ; PROVIDED THAT BHP BILLITON
 PLC MAY ENTER INTO A CONTRACT FOR THE PURCHASE OF
SHARES BEFORE THE EXPIRY OF THIS AUTHORITY WHICH WOULD
 OR MIGHT BE COMPLETED WHOLLY OR PARTLY AFTER SUCH
EXPIRY

PROPOSAL #17.: APPROVE THE REMUNERATION REPORT FOR THE                     ISSUER          YES          FOR               N/A
 YE 30 JUN 2005



PROPOSAL #18.: APPROVE, FOR THE PURPOSE OF ASX LISTING                     ISSUER          YES          FOR               N/A
 RULE 10.14, THE GRANT OF DEFERRED SHARES AND THE
OPTIONS UNDER THE AMENDED BHP BILLITON LIMITED GROUP
INCENTIVE SCHEME AND THE GRANT OF PERFORMANCE SHARES
UNDER THE BHP BILLITON LIMITED LONG TERM INCENTIVE
PLAN TO THE EXECUTIVE DIRECTOR AND CHIEF EXECUTIVE
OFFICER, MR. C.W. GOODYEAR, IN THE MANNER AS SPECIFIED

PROPOSAL #19.: APPROVE, FOR THE PURPOSES OF ASX                            ISSUER          YES          FOR               N/A
LISTING RULE 10.14, THE GRANT OF DEFERRED SHARES AND
OPTIONS UNDER THE AMENDED BHP BILLITON PLC GROUP
INCENTIVE SCHEME AND THE GRANT OF PERFORMANCE SHARES
UNDER THE BHP BILLITON PLC LONG TERM INCENTIVE PLAN TO
 THE EXECUTIVE DIRECTOR AND THE GROUP PRESIDENT NON-
FERROUS MATERIALS, MR. M. SALAMON, IN THE MANNER AS
SPECIFIED

PROPOSAL #S.20: AMEND THE ARTICLES OF ASSOCIATION OF                       ISSUER          YES          FOR               N/A
BHP BILLITON PLC AS SPECIFIED

PROPOSAL #S.21: AMEND THE ARTICLES OF ASSOCIATION OF                       ISSUER          YES          FOR               N/A
BHP BILLITON LIMITED AS SPECIFIED
  ------------------------------------------------------------------------------------
  ISSUER:                BOUGAINVILLE COPPER LTD
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          5/2/2006                                                                                     FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.: APPROVE THE BALANCE SHEET OF THE COMPANY                     ISSUER          YES          FOR               N/A
 AS AT 31 DEC 2005 AND THE STATEMENT OF EARNINGS OF
THE COMPANY FOR THE YE ON THAT DATE AND THE REPORTS OF
 THE DIRECTORS AND THE AUDITORS

PROPOSAL #2.A: ELECT MR. R.S. BURNS AS A DIRECTOR                          ISSUER          YES          FOR               N/A

PROPOSAL #2.B: ELECT MR. B.R. ALEXANDER AS A DIRECTOR                      ISSUER          YES          FOR               N/A

PROPOSAL #3.: APPOINT PRICEWATERHOUSECOOPERS AS THE                        ISSUER          YES          FOR               N/A
AUDITORS AND AUTHORIZE THE DIRECTORS TO FIX THEIR FEES

PROPOSAL #4.: TRANSACT ANY OTHER BUSINESS                                  ISSUER          YES        AGAINST             N/A

  ------------------------------------------------------------------------------------
  ISSUER:                BPB PLC
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          7/20/2005                                                                                    FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.: ADOPT THE ACCOUNTS FOR THE YEAR TO 31                        ISSUER          YES          FOR               N/A
MAR 2005 TOGETHER WITH THE REPORTS OF THE DIRECTORS
AND THE AUDITORS ON THOSE ACCOUNTS

PROPOSAL #2.: APPROVE THE REMUNERATION COMMITTEE'S                         ISSUER          YES          FOR               N/A
REPORT FOR THE YEAR 31 MAR 2005

PROPOSAL #3.: DECLARE A FINAL DIVIDEND OF 10.75P PER                       ISSUER          YES          FOR               N/A
SHARE

PROPOSAL #4.a: RE-ELECT SIR IAN GIBSON CBE AS A                            ISSUER          YES        ABSTAIN             N/A
DIRECTOR, WHO RETIRES BY ROTATION

PROPOSAL #4.b: RE-ELECT MR. P.R. HOLLINGWORTH AS A                         ISSUER          YES          FOR               N/A
DIRECTOR, WHO RETIRES BY ROTATION

PROPOSAL #4.c: RE-ELECT MR. F.J. LEIBENFROST AS A                          ISSUER          YES          FOR               N/A
DIRECTOR, WHO RETIRES BY ROTATION

PROPOSAL #5.: RE-ELECT MR. D.C. HAMILL AS A DIRECTOR                       ISSUER          YES          FOR               N/A



PROPOSAL #6.: RE-APPOINT ERNST & YOUNG LLP AS THE                          ISSUER          YES          FOR               N/A
AUDITORS AND AUTHORIZE THE DIRECTORS TO FIX THEIR
REMUNERATION

PROPOSAL #7.: AUTHORIZE THE COMPANY, FOR THE PURPOSES                      ISSUER          YES          FOR               N/A
OF PART XA OF THE COMPANIES ACT 1985, TO MAKE
DONATIONS TO EU POLITICAL ORGANIZATION AND TO INCUR EU
 POLITICAL EXPENDITURE AS SUCH ITEMS ARE DEFINED IN
SECTION 347A OF THE COMPANIES ACT 1985, UP TO A
MAXIMUM AGGREGATE AMOUNT OF GBP 100,000;  AUTHORITY
EXPIRES THE EARLIER OF THE CONCLUSION OF THE NEXT AGM
OF THE COMPANY OR 15 MONTHS

PROPOSAL #S.8: AUTHORIZE THE COMPANY, PURSUANT TO                          ISSUER          YES          FOR               N/A
ARTICLE 43 OF THE COMPANY'S ARTICLES OF ASSOCIATION,
TO MAKE MARKET PURCHASES  SECTION 163 OF THE COMPANIES
 ACT 1985  OF UP TO 50.0 MILLION SHARES OR 10% OF THE
COMPANY'S ISSUED ORDINARY SHARE CAPITAL AS AT 20 JUL
2005, WHICHEVER IS THE LOWER, OF 50P EACH IN THE
CAPITAL OF THE COMPANY, AT A MINIMUM PRICE OF 50P AND
UP TO 105% OF THE AVERAGE MIDDLE MARKET QUOTATIONS FOR
 SUCH SHARES DERIVED FROM THE LONDON STOCK EXCHANGE
DAILY OFFICIAL LIST, OVER THE PREVIOUS 5 BUSINESS
DAYS;  AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION
 OF THE NEXT AGM OF THE COMPANY OR 12 MONTHS ; THE
COMPANY, BEFORE THE EXPIRY, MAY MAKE A CONTRACT TO
PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE EXECUTED
 WHOLLY OR PARTLY AFTER SUCH EXPIRY
  ------------------------------------------------------------------------------------
  ISSUER:                CENTENNIAL COAL COMPANY LIMITED
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          11/15/2005                                                                                   FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.: RECEIVE AND APPROVE THE COMPANY'S                            ISSUER          NO           N/A               N/A
FINANCIAL REPORT AND THE REPORTS OF THE DIRECTORS  AND
 THE AUDITORS  FOR THE YE 30 JUN 2005

PROPOSAL #2.: ELECT MR. ROBERT H. DUFFIN AS A                              ISSUER          YES          FOR               N/A
DIRECTOR, WHO RETIRES BY ROTATION IN ACCORDANCE WITH
CLAUSE 13.4.1 OF THE COMPANY'S CONSTITUTION

PROPOSAL #3.: ELECT MS. CATHERINE M. BRENNER AS A                          ISSUER          YES          FOR               N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH CLAUSE 13.6.2
 OF THE COMPANY'S CONSTITUTION

PROPOSAL #4.: ADOPT THE REMUNERATION REPORT FOR THE YE                     ISSUER          YES        AGAINST             N/A
 30 JUN 2005

PROPOSAL #5.: APPROVE TO INCREASE THE MAXIMUM                              ISSUER          YES        AGAINST             N/A
AGGREGATE REMUNERATION PAYABLE NON-EXECUTIVE DIRECTORS
 AS THEIR FEES IN ANY FY BY AUD 500,000 TO AUD 1

PROPOSAL #6.: APPROVE THE ISSUE OF 20,00,000 ORDINARY                      ISSUER          YES          FOR               N/A
SHARES TO THE PERSONS AND ON THE TERMS AS SPECIFIED

PROPOSAL #7.: APPROVE THE ISSUE OF 2,000,000 ORDINARY                      ISSUER          YES        AGAINST             N/A
SHARES TO THE PERSONS AND ON THE TERMS AS SPECIFIED

PROPOSAL #8.: APPROVE THE ACQUISITION OF 333,333                           ISSUER          YES        AGAINST             N/A
OPTIONS UNDER THE CENTENNIAL COAL COMPANY LIMITED
SENIOR EXECUTIVE AND DIRECTOR SHARE OPTION SCHEME BY
MR. ROBERT GRAHAM CAMERON, THE MANAGING DIRECTOR OF
CENTENNIAL COAL COMPANY LIMITED, IN THE MANNER
SPECIFIED



  ------------------------------------------------------------------------------------
  ISSUER:                CENTERRA GOLD INC
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          5/10/2006                                                                                    FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.: ELECT THE DIRECTORS                                          ISSUER          YES          FOR               N/A

PROPOSAL #2.: APPOINT THE AUDITOR AND AUTHORIZE THE                        ISSUER          YES          FOR               N/A
DIRECTORS TO FIX THE REMUNERATION OF THE AUDITOR
  ------------------------------------------------------------------------------------
  ISSUER:                COMPANHIA VALE DO RIO DOCE
  TICKER:                RIOPR           CUSIP:     204412209
  MEETING DATE:          7/19/2005                                                                                    FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #I: THE PROPOSAL TO AMEND THE COMPANY'S BY-                       ISSUER          YES          FOR               FOR
LAWS.

PROPOSAL #II: THE REPLACEMENT OF A MEMBER OF A FISCAL                      ISSUER          YES          FOR               FOR
COUNCIL, AND HIS RESPECTIVE SUBSTITUTE, NOMINATED BY
THE CONTROLLING SHAREHOLDER.
  ------------------------------------------------------------------------------------
  ISSUER:                COMPANHIA VALE DO RIO DOCE
  TICKER:                RIOPR           CUSIP:     204412209
  MEETING DATE:          3/31/2006                                                                                    FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #I: TO APPROVE THE TERMS, CONDITIONS AND                          ISSUER          YES          FOR               FOR
REASONS (THE  PROTOCOLO E JUSTIFICACAO ) FOR THE
MERGER OF ALL THE SHARES OF THE CAPITAL STOCK OF CAEMI
 - MINERACAO E METALURGIA S.A. (CAEMI)) INTO THE
ASSETS OF CVRD IN ORDER TO CONVERT THE FORMER INTO A
WHOLLY-OWNED SUBSIDIARY OF THE COMPANY, PURSUANT TO
ARTICLE 252 OF THE BRAZILIAN CORPORATE LAW.

PROPOSAL #II: TO RATIFY THE APPOINTMENT OF THE EXPERTS                     ISSUER          YES          FOR               FOR
 WHO PREPARED THE VALUE APPRAISAL OF THE PREFERRED
SHARES ISSUED BY CAEMI TO BE MERGED INTO CVRD ASSETS.

PROPOSAL #III: TO DECIDE ON THE APPRAISAL REPORT,                          ISSUER          YES          FOR               FOR
PREPARED BY THE EXPERTS.

PROPOSAL #IV: TO APPROVE THE MERGER OF ALL OF THE                          ISSUER          YES          FOR               FOR
SHARES ISSUED BY CAEMI INTO THE ASSETS OF THE CVRD.

PROPOSAL #V: TO APPROVE CVRD CAPITAL INCREASE WITHIN                       ISSUER          YES          FOR               FOR
THE ISSUANCE OF 64,151,361 PREFERRED CLASS A SHARES,
TO BE PAID-IN WITH THE SHARES OF CAEMI TO BE MERGED
INTO THE COMPANY'S ASSETS, AND THE CONSEQUENT CHANGE
OF THE  CAPUT  OF ARTICLE 5 OF THE CVRD'S BY-LAWS.
  ------------------------------------------------------------------------------------
  ISSUER:                COMPANIA DE MINAS BUENAVENTURA S.A.A
  TICKER:                BVN             CUSIP:     204448104
  MEETING DATE:          3/30/2006                                                                                    FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #01: APPROVAL OF THE ANNUAL REPORT, BALANCE                       ISSUER          YES          FOR               N/A
SHEET, PROFIT AND LOSS STATEMENT AND OTHER FINANCIAL
STATEMENTS OF THE YEAR ENDED DECEMBER 31, 2005.



PROPOSAL #02: DELEGATION TO THE AUDIT COMMITTEE OF THE                     ISSUER          YES          FOR               N/A
 DESIGNATION OF THE EXTERNAL AUDITORS FOR THE YEAR

PROPOSAL #03: DISTRIBUTION OF DIVIDENDS.                                   ISSUER          YES          FOR               N/A

  ------------------------------------------------------------------------------------
  ISSUER:                CONSOL ENERGY INC.
  TICKER:                CNX             CUSIP:     20854P109
  MEETING DATE:          5/2/2006                                                                                     FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

ELECTION OF DIRECTOR: JOHN WHITMIRE                                        ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: PATRICIA A. HAMMICK                                  ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: J. BRETT HARVEY                                      ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: DAVID C. HARDESTY, JR.                               ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: JAMES E. ALTMEYER, SR.                               ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: JOHN T. MILLS                                        ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: WILLIAM E. DAVIS                                     ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: WILLIAM P. POWELL                                    ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: RAJ K. GUPTA                                         ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: JOSEPH T. WILLIAMS                                   ISSUER          YES          FOR               FOR

PROPOSAL #02: RATIFICATION OF INDEPENDENT ACCOUNTANTS:                     ISSUER          YES          FOR               FOR
 PRICEWATERHOUSECOOPERS LLP.
  ------------------------------------------------------------------------------------
  ISSUER:                CSR LTD
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          7/14/2005                                                                                    FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.: RECEIVE THE FINANCIAL REPORT AND THE                         ISSUER          YES          FOR               N/A
REPORTS OF THE DIRECTORS AND OF THE AUDITORS FOR THE
FYE 31 MAR 2005

PROPOSAL #2.: ADOPT THE REMUNERATION REPORT FOR THE                        ISSUER          YES          FOR               N/A
FYE 31 MAR 2005

PROPOSAL #3.a: RE-ELECT MR. KATHLEEN CONLON AS A                           ISSUER          YES          FOR               N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THE CLAUSE
53.2 OF THE COMPANY'S CONSTITUTION

PROPOSAL #3.b: RE-ELECT MR. RICHARD LEE AS A DIRECTOR,                     ISSUER          YES          FOR               N/A
 WHO RETIRES IN ACCORDANCE WITH THE CLAUSE 53.2 OF THE
 COMPANY'S CONSTITUTION

PROPOSAL #4.: APPROVE, IN ACCORDANCE WITH SECTION                          ISSUER          YES          FOR               N/A
256C(1) OF THE CORPORATIONS ACT 2001 (CTH), TO REDUCE
ITS SHARE CAPITAL BY PAYING TO EACH PERSON WHO IS A
SHAREHOLDER OF THE COMPANY AS AT 7.00 PM ON 21 JUL
2005  RECORD DATE  THE AMOUNT OF AUD 0.20 PER SHARE
HELD BY THAT PERSON ON THE RECORD DATE

PROPOSAL #5.: APPROVE THAT, WITH EFFECT FROM AND                           ISSUER          YES          FOR               N/A
INCLUDING THE FY COMMENCING 01 APR 2005, THE AGGREGATE
 MAXIMUM SUM AVAILABLE FOR THE REMUNERATION OF NON-
EXECUTIVE DIRECTORS BE INCREASED BY AUD 400,000 PER
YEAR TO AUD 1,150,000 PER YEAR



  ------------------------------------------------------------------------------------
  ISSUER:                ERAMET SA, PARIS
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          4/27/2006                                                                                    FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.: RECEIVE THE REPORT OF THE BOARD OF                           ISSUER          NO           N/A               N/A
DIRECTORS AND THE AUDITORS  GENERAL REPORTAND APPROVE
THE COMPANY'S FINANCIAL STATEMENTS AND THE BALANCE
SHEET FOR THE YE 31 DEC 2005, AS PRESENTED

PROPOSAL #2.: RECEIVE THE REPORTS OF THE BOARD OF                          ISSUER          NO           N/A               N/A
DIRECTORS AND THE STATUTORY AUDITORS ANDAPPROVE THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SAID FY, IN
THE FORM PRESENTED TO THE MEETING

PROPOSAL #3.: RECEIVE THE SPECIAL REPORT OF THE                            ISSUER          NO           N/A               N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLESL. 225-38
ET SEQUENCE OF THE FRENCH COMMERCIAL CODE AND APPROVE
SAID REPORT AND THE AGREEMENTS REFERRED TO THEREIN

PROPOSAL #4.: APPROVE THE RECOMMENDATIONS OF THE BOARD                     ISSUER          NO           N/A               N/A
 OF DIRECTORS AND RESOLVES THAT THE EARNINGS BE
APPROPRIATED AS FOLLOWS: INCOME FOR THE FY: EUR
246,769,672.46; PLUS RETAINED EARNINGS ON 31 DEC 2005:
 EUR 155,501,412.35 ALLOCATION TO THE LEGAL RESERVE:
EUR 13,703.65; BALANCE: EUR 402,257,381.16; THE
SHAREHOLDERS WILL RECEIVE A NET DIVIDEND OF EUR 2.10
PER SHARE, I.E. FOR 25,789,874 SHARES COMPRISING THE
CAPITAL, THE AMOUNT OF EUR 54,158,735.40; THIS
DIVIDEND WILL BE PAID ON 15 JUN 2006; RETAINED
EARNINGS: EUR 348,098,645.76

PROPOSAL #5.: RATIFY THE CO-OPTATION OF MR. GILBERT                        ISSUER          NO           N/A               N/A
LEHMANN AS A DIRECTOR, TO REPLACE MR. JEAN-LUCIEN
LAMY, FOR THE REMAINDER OF MR. JEAN-LUCIEN LAMY'S TERM
 OF OFFICE, I.E. UNTIL THE SHAREHOLDERS  MEETING
CALLED AND APPROVE THE FINANCIAL STATEMENTS FOR THE FY

PROPOSAL #6.: AUTHORIZE THE BOARD OF DIRECTORS TO                          ISSUER          NO           N/A               N/A
TRADE IN THE COMPANY'S SHARES ON THE STOCK MARKET,
SUBJECT TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM
PURCHASE PRICE: EUR 150.00, MINIMUM SALE PRICE: EUR
25.00, MAXIMUM NUMBER OF SHARES TO BE ACQUIRED: 5 % OF
 THE SHARE CAPITAL, MAXIMUM FUNDS INVESTED IN THE
SHARE BUYBACKS: EUR 193,424,055.00;  AUTHORITY EXPIRES
 AT THE PERIOD EXPIRING AT THE CLOSE THE SHAREHOLDERS
 MEETING TO BE CALLED ; AND TO APPROVE THE 2006
FINANCIAL STATEMENTS AND ALSO TO TAKE ALL NECESSARY
MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES

PROPOSAL #7.: GRANT FULL POWERS TO THE BEARER OF AN                        ISSUER          NO           N/A               N/A
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
  ------------------------------------------------------------------------------------
  ISSUER:                FIRST QUANTUM MINERALS LTD
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          5/9/2006                                                                                     FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.1: ELECT MR. PHILIP K.R. PASCALL AS A                          ISSUER          YES          FOR               N/A
DIRECTOR

PROPOSAL #1.2: ELECT MR. G. CLIVE NEWALL AS A DIRECTOR                     ISSUER          YES          FOR               N/A

PROPOSAL #1.3: ELECT MR. MARTIN R. ROWLEY AS A DIRECTOR                    ISSUER          YES          FOR               N/A




PROPOSAL #1.4: ELECT MR. RUPERT PENNANT-REA AS A                           ISSUER          YES          FOR               N/A
DIRECTOR

PROPOSAL #1.5: ELECT MR. PETER ST. GEORGE AS A DIRECTOR                    ISSUER          YES          FOR               N/A

PROPOSAL #1.6: ELECT MR. ANDREW B. ADAMS AS A DIRECTOR                     ISSUER          YES          FOR               N/A

PROPOSAL #2.: APPOINT PRICEWATERHOUSECOOPERS LLP AS                        ISSUER          YES          FOR               N/A
THE AUDITORS OF THE COMPANY

PROPOSAL #3.: AUTHORIZE THE AUDIT COMMITTEE OF THE                         ISSUER          YES          FOR               N/A
COMPANY TO FIX THE REMUNERATION TO BE PAID TO THE
COMPANY'S AUDITORS
  ------------------------------------------------------------------------------------
  ISSUER:                FMC CORPORATION
  TICKER:                FMC             CUSIP:     302491303
  MEETING DATE:          4/25/2006                                                                                    FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

ELECTION OF DIRECTOR: PATRICIA A. BUFFLER                                  ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: G. PETER D'ALOIA                                     ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: C. SCOTT GREER                                       ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: PAUL J. NORRIS                                       ISSUER          YES          FOR               FOR

PROPOSAL #02: APPROVAL OF THE AMENDMENT TO THE FMC                         ISSUER          YES          FOR               FOR
CORPORATION INCENTIVE COMPENSATION AND STOCK PLAN.

PROPOSAL #03: RATIFICATION OF THE APPOINTMENT OF                           ISSUER          YES          FOR               FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
  ------------------------------------------------------------------------------------
  ISSUER:                GOLD FIELDS LIMITED
  TICKER:                GFI             CUSIP:     38059T106
  MEETING DATE:          11/17/2005                                                                                   FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #O1: ADOPTION OF FINANCIAL STATEMENTS                             ISSUER          YES          FOR               N/A

ELECTION OF DIRECTOR: DR A GRIGORIAN                                       ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: MR S STEFANOVICH                                     ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: MR J M MCMAHON                                       ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: C I VON CHRISTIERSON                                 ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: MR A J WRIGHT                                        ISSUER          YES          FOR               FOR

PROPOSAL #O7: PLACEMENT OF SHARES UNDER THE CONTROL OF                     ISSUER          YES          FOR               N/A
 THE DIRECTORS

PROPOSAL #O8: ISSUING SHARES FOR CASH                                      ISSUER          YES          FOR               N/A

PROPOSAL #O9: ADOPTION OF THE GOLD FIELDS LIMITED 2005                     ISSUER          YES          FOR               N/A
 SHARE PLAN

PROPOSAL #O10: PLACEMENT OF UNISSUED SHARES UNDER THE                      ISSUER          YES          FOR               N/A
CONTROL OF DIRECTORS FOR THE PURPOSE OF THE GOLD
FIELDS 2005 SHARE PLAN



PROPOSAL #O11: PLACEMENT OF UNISSUED SHARES UNDER THE                      ISSUER          YES          FOR               N/A
CONTROL OF DIRECTORS FOR THE PURPOSE OF THE GF
MANAGEMENT INCENTIVE SCHEME, APPROVED AT THE ANNUAL
GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY ON 10
NOVEMBER 1999

PROPOSAL #O12: AWARD OF RIGHTS TO NON-EXECUTIVE                            ISSUER          YES        AGAINST             N/A
DIRECTORS UNDER THE GOLD FIELDS 2005 NON-EXECUTIVE
SHARE PLAN

PROPOSAL #O13: INCREASE OF DIRECTORS  FEES                                 ISSUER          YES          FOR               N/A

PROPOSAL #S1: ACQUISITION OF COMPANY'S OWN SHARES                          ISSUER          YES          FOR               N/A

PROPOSAL #S2: AWARD OF RIGHTS IN TERMS OF THE GOLD                         ISSUER          YES        AGAINST             N/A
FIELDS LIMITED 2005 NON-EXECUTIVE SHARE PLAN
  ------------------------------------------------------------------------------------
  ISSUER:                ILUKA RESOURCES LIMITED
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          5/11/2006                                                                                    FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.: RECEIVE AND APPROVE THE ANNUAL FINANCIAL                     ISSUER          NO           N/A               N/A
 REPORT, THE DIRECTORS  REPORT FOR THE COMPANY AND ITS
 CONTROLLED ENTITIES FOR THE  YE 31 DEC 2005

PROPOSAL #2.1: RE-ELECT MR. IAN MACKENZIE AS A                             ISSUER          YES          FOR               N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH ARTICLE 17.2
OF THE COMPANY'S CONSTITUTION

PROPOSAL #2.2: RE-ELECT MR. DONALD MORLEY AS A                             ISSUER          YES          FOR               N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH ARTICLE 17.2
OF THE COMPANY'S CONSTITUTION

PROPOSAL #2.3: ELECT MR. JOHN PIZZEY AS A DIRECTOR,                        ISSUER          YES          FOR               N/A
WHO RETIRES IN ACCORDANCE WITH ARTICLE 16.4 OF THE
COMPANY'S CONSTITUTION

PROPOSAL #3.: RECEIVE AND APPROVE THE REMUNERATION                         ISSUER          YES          FOR               N/A
REPORT OF THE COMPANY FOR THE YE 31 DEC 2005 AS
SPECIFIED
  ------------------------------------------------------------------------------------
  ISSUER:                IMERYS, PARIS
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          5/2/2006                                                                                     FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.: RECEIVE THE REPORT OF THE BOARD OF                           ISSUER          NO           N/A               N/A
DIRECTORS AND THE AUDITORS  GENERAL REPORT, THE
COMPANY'S FINANCIAL STATEMENTS AND THE BALANCE SHEET
FOR THE YE 31 DEC 2005

PROPOSAL #2.: APPROVE THE REPORTS OF THE BOARD OF                          ISSUER          NO           N/A               N/A
DIRECTORS AND THE STATUTORY AUDITORS, THE CONSOLIDATED
 FINANCIAL STATEMENTS FOR THE SAID FY, IN THE FORM
PRESENTED TO THE MEETING

PROPOSAL #3.: APPROVE THE SPECIAL REPORT OF THE                            ISSUER          NO           N/A               N/A
AUDITORS ON AGREEMENTS GOVERNED BY ARTICLES L.225-38
AND L.225-42 OF THE FRENCH COMMERCIAL CODE, SAID
REPORT AND THE AGREEMENTS REFERRED TO THEREIN



PROPOSAL #4.: APPROVE THE RECOMMENDATIONS OF THE BOARD                     ISSUER          NO           N/A               N/A
 OF DIRECTORS AND RESOLVES THAT THE INCOME FOR THE FY
BE APPROPRIATED AS FOLLOWS: INCOME FOR THE FY: EUR
99,995,690.04 RETAINED EARNINGS: EUR 425,112,563.33
DISTRIBUTABLE TOTAL AMOUNT: EUR 525,108,253.37 TOTAL
DIVIDEND: EUR (-)104,497,577.25 THE SHAREHOLDERS WILL
RECEIVE A NET DIVIDEND OF EUR 1.65 PER SHARE, TO EACH
OF THE 63,331,865 SHARES, AND WILL ENTITLE TO THE 50
ALLOWANCE PROVIDED BY THE FRENCH TAX CODE; THIS
DIVIDEND WILL BE PAID ON MAY 17, 2006, ALLOCATION OF
THE BALANCE TO: RETAINED EARNINGS: EUR 420,610,676,12
AS REQUIRED BY LAW

PROPOSAL #5.: APPROVE TO RENEW THE PPOINTMENT OF MR.                       ISSUER          NO           N/A               N/A
JACQUES DRIJARD AS A DIRECTOR, UNTIL THE SHAREHOLDERS
 MEETING CALLED IN 2009 TO APPROVE THE FINANCIAL
STATEMENTS FOR THE FY

PROPOSAL #6.: APPROVE TO RENEW THE PPOINTMENT OF MR.                       ISSUER          NO           N/A               N/A
JOCELYN LEFEBVRE AS A DIRECTOR, UNTIL THE SHAREHOLDERS
  MEETING CALLED IN 2009 TO APPROVE THE FINANCIAL
STATEMENTS FOR THE FY

PROPOSAL #7.: APPROVE TO RENEW THE PPOINTMENT OF MR.                       ISSUER          NO           N/A               N/A
ERIC LE MOYNE DE SERIGNY AS A DIRECTOR, UNTIL THE
SHAREHOLDERS  MEETING CALLED IN 2009 TO APPROVE THE
FINANCIAL STATEMENTS FOR THE FY

PROPOSAL #8.: APPOINT MR. GILBERT MILAN AS A DIRECTOR,                     ISSUER          NO           N/A               N/A
 TO REPLACE MR. PATRICK KRON, UNTIL THE SHAREHOLDERS
MEETING CALLED IN 2009 TO APPROVE THE FINANCIAL
STATEMENTS FOR THE FY

PROPOSAL #9.: AUTHORIZE THE BOARD OF DIRECTORS TO BUY                      ISSUER          NO           N/A               N/A
BACK THE COMPANY'S SHARES ON THE OPEN MARKET, SUBJECT
TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE
PRICE: EUR 110.00, MINIMUM SALE PRICE: EUR 40.00,
MAXIMUM NUMBER OF SHARES TO BE ACQUIRED: 10% OF THE
SHARE CAPITAL, I.E. 6,397,186 SHARES, MAXIMUM FUNDS
INVESTED IN THE SHARE BUYBACKS: EUR 703,700,000.00;
AND AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY
FORMALITIES;  AUTHORITY EXPIRES AT THE END OF 18-MONTHS

PROPOSAL #10.: GRANT FULL POWERS TO THE BEARER OF AN                       ISSUER          NO           N/A               N/A
ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS
MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND
OTHER FORMALITIES PRESCRIBED BY LAW
  ------------------------------------------------------------------------------------
  ISSUER:                IMPALA PLATINUM HOLDINGS LTD
  TICKER:                IMPUY           CUSIP:     452553308
  MEETING DATE:          10/19/2005                                                                                   FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #01: TO RE-ELECT THE FOLLOWING DIRECTORS: DH                      ISSUER          YES          FOR               FOR
BROWN, MV MENNELL, TV MOKGATLHA, LJ PATON.

PROPOSAL #02: TO DETERMINE THE REMUNERATION OF THE                         ISSUER          YES          FOR               FOR
DIRECTORS.

PROPOSAL #03: AUTHORITY TO PLACE UNISSUED SHARES UNDER                     ISSUER          YES          FOR               FOR
 THE CONTROL OF THE DIRECTORS.

PROPOSAL #04: SPECIAL RESOLUTION: TO AUTHORIZE THE RE-                     ISSUER          YES          FOR               FOR
PURCHASE OF SHARES.

PROPOSAL #05: SPECIAL RESOLUTION: AMENDMENT TO                             ISSUER          YES          FOR               FOR
ARTICLES OF ASSOCIATION.



  ------------------------------------------------------------------------------------
  ISSUER:                INCO LIMITED
  TICKER:                N               CUSIP:     453258402
  MEETING DATE:          4/20/2006                                                                                    FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

ELECTION OF DIRECTOR: GLEN A. BARTON                                       ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: ANGUS A. BRUNEAU                                     ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: RONALD C. CAMBRE                                     ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: SCOTT M. HAND                                        ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: JANICE K. HENRY                                      ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: CHAVIVA M. HOSEK                                     ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: PETER C. JONES                                       ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: JOHN T. MAYBERRY                                     ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: FRANCIS MER                                          ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: DAVID P. O'BRIEN                                     ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: ROGER PHILLIPS                                       ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: RICHARD E. WAUGH                                     ISSUER          YES          FOR               FOR

PROPOSAL #02: APPOINTMENT OF PRICEWATERHOUSECOOPERS                        ISSUER          YES          FOR               FOR
LLP AS THE AUDITORS.
  ------------------------------------------------------------------------------------
  ISSUER:                K+S AKTIENGESELLSCHAFT, S AKTIENGESELLSCHAFT
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          5/10/2006                                                                                    FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS AND                         ISSUER          NO           N/A               N/A
ANNUAL REPORT FOR THE 2005 FY WITH THE REPORT OF THE
SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS AND
GROUP ANNUAL REPORT

PROPOSAL #2.: APPROVE THE APPROPRIATION OF THE                             ISSUER          NO           N/A               N/A
DISTRIBUTABLE PROFIT OF EUR 74,250,000 AS FOLLOWS:
PAYMENT OF A DIVIDEND OF EUR 1.80 PER NO-PAR SHARE,
EX-DIVIDEND AND PAYABLE DATE: 11 MAY 2006

PROPOSAL #3.: RATIFY THE ACTS OF THE BOARD OF MANAGING                     ISSUER          NO           N/A               N/A
 DIRECTORS

PROPOSAL #4.: RATIFY THE ACTS OF THE SUPERVISORY BOARD                     ISSUER          NO           N/A               N/A

PROPOSAL #5.: APPOINT DELOITTE + TOUCHE GMBH AND                           ISSUER          NO           N/A               N/A
HANOVER AS THE AUDITORS FOR THE FY 2006



PROPOSAL #6.: AUTHORIZE THE BOARD OF MANAGING                              ISSUER          NO           N/A               N/A
DIRECTORS TO ACQUIRE SHARES OF THE COMPANY OFUP TO 10%
 OF ITS SHARE CAPITAL, AT A PRICE DIFFERING NEITHER
MORE THAN 5% FROM THE MARKET PRICE OF THE SHARES IF
THEY ARE ACQUIRED THROUGH THE STOCK EXCHANGE, NOR MORE
 THAN 10%, IF THEY ARE ACQUIRED BY WAY OF A REPURCHASE
 OFFER, ON OR BEFORE 31 OCT 2007 AND ALSO TO DISPOSE
OF THE SHARES IN A MANNER OTHER THAN THE STOCK
EXCHANGE OR AN OFFER TO ALL THE SHAREHOLDERS IF THE
SHARES ARE SOLD AT A PRICE NOT MATERIALLY BELOW THEIR
MARKET PRICE, OR IF THEY ARE USED FOR ACQUISITION
PURPOSES AND TO RETIRE THE SHARES

PROPOSAL #7.: AUTHORIZE THE BOARD OF MANAGING                              ISSUER          NO           N/A               N/A
DIRECTORS, WITH CONSENT OF THE SUPERVISORY BOARD, TO
ISSUE BEARER BONDS OF UP TO EUR 1,500,000,000
CONFERRING CONVERTIBLE AND/OR OPTION RIGHT FOR SHARES
OF THE COMPANY ON OR BEFORE 09 MAY 2011; SHAREHOLDERS
SHALL BE GRANTED SUBSCRIPTIONS RIGHTS EXPECT FOR THE
ISSUE OF BONDS CONFERRING CONVERTIBLE AND/OR OPTION
RIGHTS FOR SHARES OF THE COMPANY OF UP TO 10% OF THE
SHARE CAPITAL AT A PRICE NOT MATERIALLY BELOW THEIR
THEORETICAL MARKET VALUE FOR RESIDUAL AMOUNTS, FOR THE
 ISSUE OF BONDS FOR ACQUISITION PURPOSES IN ORDER TO
GRANT SUCH RIGHTS TO HOLDERS OF CONVERTIBLE AND/OR
OPTION RIGHTS; AND THE COMPANY'S SHARE CAPITAL SHALL
BE INCREASED ACCORDINGLY BY UP TO EUR 54,400,000
THROUGH THE ISSUE OF UP TO 20,625,000,000 NEW NO-PAR
SHARES, IN SO FAR AS CONVERTIBLE AND/OR OPTION RIGHT
ARE EXERCISED  CONTINGENT CAPITAL  AND AMEND THE
ARTICLES OF ASSOCIATION

PROPOSAL #8.: AUTHORIZE THE BOARD OF MANAGING                              ISSUER          NO           N/A               N/A
DIRECTORS, WITH THE CONSENT OF THE SUPERVISORY BOARD,
TO INCREASE THE SHARE CAPITAL BY UP TO EUR 54,400,000
THROUGH THE ISSUE OF 20,625,000 NEW NO-PAR SHARES
AGAINST CONTRIBUTION IN CASH OR KIND ON OR BEFORE 09
MAY 2011; SHAREHOLDERS SUBSCRIPTION RIGHT MAY BE
EXCLUDED UP TO EUR 27,200,000 FOR RESIDUAL AMOUNTS,
FOR A CAPITAL INCREASE AGAINST CONTRIBUTIONS IN CASH
IF THE SHARES ARE ISSUED AT A PRICE NOT MATERIALLY
BELOW THEIR MARKET PRICE AND FOR THE ISSUE OF SHARES
FOR ACQUISITION PURPOSES AND AMEND THE ARTICLES OF
ASSOCIATION

PROPOSAL #9.: AMEND THE ARTICLES OF ASSOCIATION AS                         ISSUER          NO           N/A               N/A
FOLLOWS: SECTION 3 REGARDING ANNOUNCEMENTS OF THE
COMPANY BEING PUBLISHED IN THE ELECTRONIC FEDERAL
GAZETTE; SECTION 14(2) REGARDING SHAREHOLDERS MEETING
BEING CONVENED AT LEAST 30 DAYS BEFORE THE SHAREHOLDER
 DEADLINE FOR REGISTERING TO ATTEND THE MEETING;
SECTION 15 REGARDING SHAREHOLDERS INTENDING TO ATTEND
THE SHAREHOLDERS MEETING BEING OBLIGED TO REGISTER AT
LEAST 7 DAYS BEFORE THE SHAREHOLDERS MEETING AND TO
PROVIDE UPON REGISTRATION A PROOF OF SHAREHOLDING AS
PER THE 21ST DAY PRIOR TO THE MEETING DATE; SECTION
16(2) REGARDING THE CHAIRMAN OF THE SHAREHOLDERS
MEETING BEING AUTHORIZE TO LIMIT THE TIME FOR
QUESTIONS AND ANSWERS AT THE SHAREHOLDERS MEETING;
SECTION 21 REGARDING THE SHAREHOLDERS MEETING HAVING
THE POWER TO APPROVE STOCK DIVIDENDS
  ------------------------------------------------------------------------------------
  ISSUER:                LIHIR GOLD LTD
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          4/24/2006                                                                                    FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS OF THE                      ISSUER          YES          FOR               N/A
COMPANY AND THE REPORTS OF THE DIRECTORS AND THE
AUDITOR FOR THE YE 31 DEC 2005



PROPOSAL #2.: ELECT MR. BRUCE BROOK AS A DIRECTOR                          ISSUER          YES          FOR               N/A

PROPOSAL #3.: ELECT MR. ROSS GARNAUT AS A DIRECTOR                         ISSUER          YES          FOR               N/A

PROPOSAL #4.: ELECT MR. JOHN O REILLY AS A DIRECTOR                        ISSUER          YES          FOR               N/A

PROPOSAL #5.: APPOINT PRICEWATERHOUSECOOPERS AS THE                        ISSUER          YES          FOR               N/A
AUDITOR

PROPOSAL #6.: APPROVE THE LIHIR SENIOR EXECUTIVE SHARE                     ISSUER          YES        AGAINST             N/A
 PLAN, INCLUDING THE ISSUE OF SECURITIES UNDER THE PLAN

PROPOSAL #7.: APPROVE TO GRANT 225,733 SHARE RIGHTS                        ISSUER          YES        AGAINST             N/A
UNDER THE LIHIR SENIOR EXECUTIVE SHARE PLAN TO, AND
THE ACQUISITION OF ANY SHARES PURSUANT TO SUCH RIGHTS
BY, THE MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER,
 MR. ARTHUR HOOD

PROPOSAL #8.: AUTHORIZE THE BOARD TO INCREASE THE                          ISSUER          YES          FOR               N/A
MAXIMUM AGGREGATE REMUNERATION OF NON-EXECUTIVE
DIRECTORS  FROM GBP 3000,000 TO GBP 750,000 WITH
EFFECT FROM 01 JAN 2006
  ------------------------------------------------------------------------------------
  ISSUER:                LONMIN PUB LTD CO
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          1/26/2006                                                                                    FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.: RECEIVE THE AUDITED ACCOUNTS AND THE                         ISSUER          YES          FOR               N/A
REPORTS OF THE DIRECTORS AND AUDITORS FOR THE YE 30
SEP 2005

PROPOSAL #2.: RECEIVE AND APPROVE THE DIRECTORS                            ISSUER          YES          FOR               N/A
REMUNERATION REPORT FOR THE YE 30 SEP 2005

PROPOSAL #3.: DECLARE A FINAL DIVIDED 42 US CENTS PER                      ISSUER          YES          FOR               N/A
SHARE IN RESPECT OF THE YE 30 SEP 2005, PAYABLE ON 08
FEB 2006 TO SHAREHOLDERS ON THE REGISTER AT THE CLOSE
OF BUSINESS ON 13 JAN 2006

PROPOSAL #4.: RE-APPOINT KPMG AUDIT PLC AS THE                             ISSUER          YES          FOR               N/A
COMPANY'S AUDITORS AND AUTHORIZE THE DIRECTORS TO
AGREE THE AUDITORS  REMUNERATION

PROPOSAL #5.: RE-ELECT SIR JOHN CRAVEN AS A DIRECTOR                       ISSUER          YES          FOR               N/A
OF THE COMPANY

PROPOSAL #6.: RE-ELECT MR. MICHAEL HARTNELL AS A                           ISSUER          YES          FOR               N/A
DIRECTOR OF THE COMPANY

PROPOSAL #7.: RE-ELECT MR. SIVI GOUNDEN AS A DIRECTOR                      ISSUER          YES          FOR               N/A
OF THE COMPANY

PROPOSAL #8.: RE-ELECT MR. KAREN DE SEGUNDO AS A                           ISSUER          YES          FOR               N/A
DIRECTOR OF THE COMPANY

PROPOSAL #9.: AUTHORIZE THE DIRECTORS, FOR THE PURPOSE                     ISSUER          YES          FOR               N/A
 OF SECTION 80 OF THE COMPANIES ACT 1985  THE  ACT  ,
TO ALLOT RELEVANT SECURITIES  SECTION 80(2) OF THE ACT
  UP TO AN AGGREGATE NOMINAL AMOUNT OF USD 47,350,000;
  AUTHORITY EXPIRES ON THE DATE OF THE NEXT AGM OF THE
 COMPANY ; AND THE DIRECTORS MAY ALLOT RELEVANT
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN
PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO
SUCH EXPIRY



PROPOSAL #S.10.: AUTHORIZE THE DIRECTORS, PURSUANT TO                      ISSUER          YES          FOR               N/A
SECTION 95 OF THE COMPANIES ACT 1985  THE  ACT  , TO
ALLOT EQUITY SECURITIES  SECTION 94 OF THE ACT  FOR
CASH PURSUANT TO THE AUTHORITY CONFERRED BY RESOLUTION
 9, DISAPPLYING THE STATUTORY PRE-EMPTION RIGHTS
SECTION 89(1) , PROVIDED THAT THIS POWER IS LIMITED TO
 THE ALLOTMENT OF EQUITY SECURITIES A) IN CONNECTION
WITH A RIGHTS ISSUE, OPEN OFFER OR OTHER OFFERS IN
FAVOR OF ORDINARY SHAREHOLDERS; AND B) UP TO AN
AGGREGATE NOMINAL AMOUNT OF USD 7,100,000;  AUTHORITY
EXPIRES ON THE DATE OF THE NEXT AGM OF THE COMPANY ;
AND, AUTHORIZE THE DIRECTORS TO ALLOT EQUITY
SECURITIES AFTER THE EXPIRY OF THIS AUTHORITY IN
PURSUANCE OF SUCH AN OFFER OR AGREEMENT MADE PRIOR TO
SUCH EXPIRY

PROPOSAL #S.11: AUTHORIZE THE COMPANY, PURSUANT TO                         ISSUER          YES          FOR               N/A
ARTICLE 9 OF THE ARTICLES OF ASSOCIATION OF THE
COMPANY, TO MAKE MARKET PURCHASES  SECTION 163(3) OF
THE COMPANIES ACT 1985  OF UP TO 14,200,000 ORDINARY
SHARES OF 1 USD IN THE CAPITAL OF THE COMPANY, AT A
MINIMUM PRICE OF USD 1 AND THE MAXIMUM PRICE THAT MAY
BE PAID IS EQUAL TO 105% ABOVE THE AVERAGE MARKET
VALUE FOR SUCH SHARES DERIVED FROM THE LONDON STOCK
EXCHANGE DAILY OFFICIAL LIST, OVER THE PREVIOUS 5
BUSINESS DAYS;  AUTHORITY EXPIRES AT THE CONCLUSION OF
 THE NEXT AGM OF THE COMPANY ; 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
  ------------------------------------------------------------------------------------
  ISSUER:                MAGNESIUM INTERNATIONAL LTD
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          10/21/2005                                                                                   FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.: RECEIVE THE DIRECTORS REPORT AND                             ISSUER          YES          FOR               N/A
FINANCIAL STATEMENTS FOR THE YE 30 JUN 2005 AND THE
AUDIT REPORT THEREON

PROPOSAL #2.: ADOPT THE REMUNERATION REPORT, WHICH IS                      ISSUER          YES          FOR               N/A
CONTAINED WITHIN THE DIRECTORS REPORT

PROPOSAL #3.: APPROVE AN INCREASE IN THE NON-EXECUTIVE                     ISSUER          YES          FOR               N/A
 DIRECTORS FEES TO AUD750,000 AND THEANNUAL MAXIMUM
AMOUNT OF THE NON-EXECUTIVE DIRECTORS FEES PAYABLE,
FROM AUD 350,000 TO AUD 750,000

PROPOSAL #4.: RE-ELECT MR. P.J.D. ELLIOTT AS A                             ISSUER          YES          FOR               N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH ARTICLE 12.3

PROPOSAL #5.: RE-ELECT MR. A.J. HOGENDIJK AS A                             ISSUER          YES          FOR               N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH ARTICLE 12.3

PROPOSAL #6.: RE-ELECT MR. O.F.R AL-SHARIF AS A                            ISSUER          YES          FOR               N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH ARTICLE 12.6

PROPOSAL #7.: RE-ELECT MR. J.D. BEECHER AS A DIRECTOR,                     ISSUER          YES        AGAINST             N/A
 WHO RETIRES IN ACCORDANCE WITH ARTICLE 12.6

PROPOSAL #8.: APPROVE, FOR THE PURPOSES OF LISTING                         ISSUER          YES        AGAINST             N/A
RULE 10.11 OF THE LISTING RULES OF THE AUSTRALIAN
STOCK EXCHANGE LIMITED, TO ALLOT AND ISSUE OF 150,000,
 UNLISTED 31 OCT 2012 OPTIONS, TO MR. G.T. GALT, ON
THE TERMS DESCRIBED IN THE EXPLANATORY STATEMENT THAT
RELATE TO RESOLUTION 8

PROPOSAL #9.: APPROVE, FOR THE PURPOSES OF LISTING                         ISSUER          YES        AGAINST             N/A
RULE 10.11 OF THE LISTING RULES OF THE AUSTRALIAN
STOCK EXCHANGE LIMITED, TO ALLOT AND ISSUE OF 100,000
UNLISTED 31 OCT 2012 OPTIONS, TO MR. J.D. BEECHER, ON
THE TERMS DESCRIBED IN THE EXPLANATORY STATEMENT THAT
RELATE TO RESOLUTION 9



PROPOSAL #10.: TRANSACT ANY OTHER BUSINESS                                 ISSUER          NO           N/A               N/A

  ------------------------------------------------------------------------------------
  ISSUER:                MAGNESIUM INTERNATIONAL LTD
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          5/17/2006                                                                                    FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.: APPROVE, FOR THE PURPOSES OF ASX LISTING                     ISSUER          YES          FOR               N/A
 RULES 7.1, 10.1 AND 10.11, THE ISSUEAND ALLOTMENT TO
AMIRAL MAGNESIUM OVERSEAS, LTD  AMIRAL  OF 2,500,000
FULLY PAID ORDINARY SHARES ON THE TERMS SET OUT IN THE
 SALE AND PURCHASE AGREEMENT AS SPECIFIED, IN
CONSIDERATION FOR THE PURCHASE BY THE COMPANY FROM
AMIRAL AND ITS ASSOCIATE OF 2,500,000 FULLY PAID
SHARES IN THE CAPITAL OF EGYPTIAN MAGNESIUM COMPANY
S.A.E  THE RESOLUTION
  ------------------------------------------------------------------------------------
  ISSUER:                MERIDIAN GOLD INC.
  TICKER:                MDG             CUSIP:     589975101
  MEETING DATE:          5/16/2006                                                                                    FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #01: THE ELECTION OF THE NOMINEES PROPOSED BY                     ISSUER          YES          FOR               FOR
 MANAGEMENT AS DIRECTORS OF THE CORPORATION

PROPOSAL #02: THE APPOINTMENT OF KPMG LLP AS AUDITORS                      ISSUER          YES          FOR               FOR
OF THE CORPORATION AND TO AUTHORIZE THE BOARD OF
DIRECTORS TO FIX THEIR REMUNERATION.
  ------------------------------------------------------------------------------------
  ISSUER:                MINERALS TECHNOLOGIES INC.
  TICKER:                MTX             CUSIP:     603158106
  MEETING DATE:          5/24/2006                                                                                    FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

ELECTION OF DIRECTOR: KRISTINA M. JOHNSON                                  ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: MICHAEL F. PASQUALE                                  ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: JOHN T. REID                                         ISSUER          YES          FOR               FOR

PROPOSAL #02: RATIFICATION OF APPOINTMENT OF                               ISSUER          YES          FOR               FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
  ------------------------------------------------------------------------------------
  ISSUER:                PEABODY ENERGY CORPORATION
  TICKER:                BTU             CUSIP:     704549104
  MEETING DATE:          5/5/2006                                                                                     FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

ELECTION OF DIRECTOR: GREGORY H. BOYCE                                     ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: WILLIAM E. JAMES                                     ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: ROBERT B. KARN III                                   ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: HENRY E. LENTZ                                       ISSUER          YES          FOR               FOR

ELECTION OF DIRECTOR: BLANCHE M. TOUHILL                                   ISSUER          YES          FOR               FOR




PROPOSAL #02: RATIFICATION OF APPOINTMENT OF                               ISSUER          YES          FOR               FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

PROPOSAL #03: APPROVAL OF INCREASE IN AUTHORIZED                           ISSUER          YES        AGAINST           AGAINST
SHARES OF COMMON STOCK.

PROPOSAL #04: SHAREHOLDER PROPOSAL REGARDING FORMATION                   SHAREHOLDER       YES        AGAINST             FOR
 OF SPECIAL COMMITTEE.

PROPOSAL #05: SHAREHOLDER PROPOSAL REGARDING MAJORITY                    SHAREHOLDER       YES        AGAINST             FOR
VOTING.

PROPOSAL #06: SHAREHOLDER PROPOSAL REGARDING BOARD                       SHAREHOLDER       YES          FOR             AGAINST
DECLASSIFICATION.

PROPOSAL #07: SHAREHOLDER PROPOSAL REGARDING WATER USE.                  SHAREHOLDER       YES        ABSTAIN           AGAINST

  ------------------------------------------------------------------------------------
  ISSUER:                PETER HAMBRO MINING PLC, LONDON
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          6/22/2006                                                                                    FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.: RECEIVE AND ADOPT THE REPORT OF THE                          ISSUER          YES          FOR               N/A
DIRECTORS AND THE AUDITED ACCOUNTS OF THE COMPANY FOR
THE YE 31 DEC 2005 TOGETHER WITH THE REPORT OF THE
AUDITORS

PROPOSAL #2.: RE-ELECT MR. ALFIYA SAMOKHVALOVA AS A                        ISSUER          YES          FOR               N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH ARTICLE 86 OF
 THE COMPANY'S ARTICLES OF ASSOCIATION

PROPOSAL #3.: RE-ELECT MR. PETER HILL-WOOD AS A                            ISSUER          YES          FOR               N/A
DIRECTOR, WHO RETIRES BY ROTATION IN ACCORDANCE WITH
ARTICLE 91 OF THE COMPANY'S ARTICLES OF ASSOCIATION

PROPOSAL #4.: RE-ELECT MR. PHILIP LEATHAM AS A                             ISSUER          YES          FOR               N/A
DIRECTOR, WHO RETIRES BY ROTATION IN ACCORDANCE WITH
ARTICLE 91 OF THE COMPANY'S ARTICLES OF ASSOCIATION

PROPOSAL #5.: RE-ELECT MR. ALEXEI MASLOVSKY AS A                           ISSUER          YES          FOR               N/A
DIRECTOR, WHO RETIRES BY ROTATION IN ACCORDANCE WITH
ARTICLE 91 OF THE COMPANY'S ARTICLES OF ASSOCIATION

PROPOSAL #6.: RE-ELECT MOORE STEPHENS LLP AS THE                           ISSUER          YES          FOR               N/A
AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF THE
NEXT GENERAL MEETING AT WHICH THE ACCOUNTS ARE LAID
BEFORE THE COMPANY AND AUTHORIZE THE DIRECTORS TO FIX
THEIR REMUNERATION

PROPOSAL #7.: AUTHORIZE THE DIRECTORS, IN SUBSTITUTION                     ISSUER          YES          FOR               N/A
 FOR ANY EXISTING POWER AND IN ACCORDANCE WITH SECTION
 80 OF THE COMPANIES ACT 1985  THE ACT , TO ALLOT
RELEVANT SECURITIES  SECTION 80  UP TO AN AGGREGATE
NOMINAL AMOUNT OF GBP 395,949 ;  AUTHORITY EXPIRES AT
THE CONCLUSION OF 5 YEARS ; AND THE DIRECTORS MAY
ALLOT RELEVANT SECURITIES AFTER THE EXPIRY OF THIS
AUTHORITY IN PURSUANCE OF SUCH AN OFFER OR AGREEMENT
MADE PRIOR TO SUCH EXPIRY



PROPOSAL #S.8: AUTHORIZE THE DIRECTORS, SUBJECT TO THE                     ISSUER          YES        AGAINST             N/A
 PASSING OF RESOLUTION 7 AND PURSUANT TO SECTION 95 OF
 THE ACT, TO ALLOT EQUITY SECURITIES  SECTION 94 OF
THE ACT  FOR CASH PURSUANT TO THE AUTHORITY GIVEN IN
ACCORDANCE WITH SECTION 80 OF THE ACT BY THE SAID
RESOLUTION 7 AND TO TRANSFER EQUITY SECURITIES
SECTION 94 OF THE ACT , DISAPPLYING THE STATUTORY PRE-
EMPTION RIGHTS  SECTION 89(1) OF THE ACT , PROVIDED
THAT THIS POWER IS LIMITED TO THE ALLOTMENT OR
TRANSFER OF EQUITY SECURITIES A) IN CONNECTION WITH OR
 THE SUBJECT OF AN OFFER OR INVITATION, INCLUDING A
RIGHTS ISSUE OR OPEN OR EQUIVALENT OFFER, OPEN FOR
ACCEPTANCE FOR A PERIOD FIXED BY THE DIRECTORS, TO
ORDINARY SHAREHOLDERS AND SUCH OTHER EQUITY SECURITIES
 OF THE COMPANY; B) PURSUANT TO THE TERMS OF ANY SHARE
 OPTION SCHEME ADOPTED BY THE COMPANY  AND ANY SHARES
ACQUIRED OR HELD BY THE COMPANY IN TREASURY MAY BE
TRANSFERRED IN SATISFACTION OF THE EXERCISE OF OPTIONS
 UNDER ANY OF THE COMPANY'S SHARE OPTION SCHEMES  AND
C) UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 160,810;
AUTHORITY EXPIRES THE EARLIER OF THE CONCLUSION OF THE
 AGM OF THE COMPANY IN 2007 OR 15 MONTHS ; AND,
AUTHORIZE THE DIRECTORS TO ALLOT EQUITY SECURITIES
AFTER THE EXPIRY OF THIS AUTHORITY IN PURSUANCE OF
SUCH AN OFFER OR AGREEMENT MADE PRIOR TO SUCH EXPIRY

PROPOSAL #S.9: AUTHORIZE THE COMPANY, IN SUBSTITUTION                      ISSUER          YES          FOR               N/A
FOR ANY EXISTING POWER AND PURSUANT TO AND IN
ACCORDANCE WITH SECTION 166 OF THE ACT, TO MAKE A
MARKET PURCHASE OR MARKET PURCHASES  SECTION 163(3) OF
 THE ACT  OF UP TO 8,040,505 ORDINARY SHARES OF GBP
0.01 EACH, SUCH NUMBER HAS AN AGGREGATE NOMINAL VALUE
EQUAL TO GBP 80,405, AT A MINIMUM PRICE OF GBP 0.01
AND NOT MORE THAN 5% ABOVE THE AVERAGE OF THE MIDDLE
MARKET QUOTATIONS FOR SUCH SHARES DERIVED FROM THE
LONDON STOCK EXCHANGE DAILY OFFICIAL LIST, OVER THE
PREVIOUS 5 BUSINESS DAYS;  AUTHORITY EXPIRES THE
EARLIER OF THE CONCLUSION OF THE AGM OF THE COMPANY IN
 2007 OR 15 MONTHS ; THE COMPANY, BEFORE THE EXPIRY,
MAY MAKE A CONTRACT TO PURCHASE ORDINARY SHARES WHICH
WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER SUCH
EXPIRY

PROPOSAL #10.: APPROVE THE ENTRY INTO CERTAIN                              ISSUER          YES          FOR               N/A
ARRANGEMENTS BETWEEN THE GROUP AND ARICOM  AS
SPECIFIED  UP TO THE THRESHOLD VALUE OF 10% OF THE NET
 ASSETS OF THE GROUP FOR ANY 1 TRANSACTION

PROPOSAL #11.: APPROVE THE PAYMENT OF THE SCHEME                           ISSUER          YES          FOR               N/A
PAYMENT  AS SPECIFIED
  ------------------------------------------------------------------------------------
  ISSUER:                RIO TINTO LTD
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          5/4/2006                                                                                     FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #s.1: APPROVE TO BUY-BACKS BY THE COMPANY OF                      ISSUER          YES          FOR               N/A
FULLY PAID ORDINARY SHARES IN THE COMPANY OF 12 MONTH
PERIOD FOLLOWING THIS APPROVAL: A) UNDER ONE OR MORE
OFF-MARKET BUY-BACK TENDER SCHEMES IN ACCORDANCE WITH
THE TERMS  THE BUY-BACK TENDERS  AS SPECIFIED; AND B)
PURSUANT TO ON-MARKET BUY-BACKS BY THE COMPANY IN
ACCORDANCE WITH THE LISTING RULES OF THE AUSTRALIAN
STOCK EXCHANGE, BUT ONLY TO THE EXTENT THAT THE NUMBER
 OF ORDINARY SHARES BOUGHT BACK PURSUANT TO THE
AUTHORITY IN THIS RESOLUTION, WHETHER UNDER ANY BUY-
BACK TENDERS OR PURSUANT TO ANY ON-MARKET BUY-BACKS,
DOES NOT IN THAT 12 MONTH PERIOD EXCEED 28.5 MILLION
ORDINARY SHARES



PROPOSAL #s.2: GRANT AUTHORITY TO BUY-BACKS BY THE                         ISSUER          YES          FOR               N/A
COMPANY OF ORDINARY SHARES FROM TINTO HOLDING
AUSTRALIA PRIVATE LIMITED (THA) IN THE 12 MONTH PERIOD
 FOLLOWING UPON THE TERMS AND SUBJECT TO THE
CONDITIONS SET OUT IN THE DRAFT BUY-BACK AGREEMENT
BETWEEN THE COMPANY AND THA  ENTITLED 2006 RTL-THA
AGREEMENT  AS SPECIFIED

PROPOSAL #s.3: APPROVE THAT, SUBJECT TO THE CONSENT IN                     ISSUER          YES        AGAINST             N/A
 WRITING OF THE HOLDER OF THE SPECIAL VOTING SHARE: A)
 AMEND THE COMPANY'S CONSTITUTION AS SPECIFIED; AND B)
 ADOPT THE ARTICLES OF ASSOCIATION OF RIO TINTO PLC AS
 THE ARTICLES OF ASSOCIATION OF RIO TINTO PLC IN
SUBSTITUTION FOR AND TO THE EXCLUSION OF THE EXISTING
ARTICLES OF ASSOCIATION OF RIO TINTO PLC

PROPOSAL #4.: ELECT MR. TOM ALBANESE AS A DIRECTOR                         ISSUER          YES          FOR               N/A

PROPOSAL #5.: ELECT SIR. ROD EDDINGTON AS A DIRECTOR                       ISSUER          YES          FOR               N/A

PROPOSAL #6.: RE-ELECT SIR. DAVID CLEMENTI AS A                            ISSUER          YES          FOR               N/A
DIRECTOR

PROPOSAL #7.: RE-ELECT MR. LEIGH CLIFFORD AS A DIRECTOR                    ISSUER          YES          FOR               N/A

PROPOSAL #8.: RE-ELECT MR. ANDREW GOULD AS A DIRECTOR                      ISSUER          YES          FOR               N/A

PROPOSAL #9.: RE-ELECT MR. DAVID MAYHEW AS A DIRECTOR                      ISSUER          YES          FOR               N/A

PROPOSAL #10.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP                       ISSUER          YES          FOR               N/A
AS THE AUDITORS OF RIO TINTO PLC TO HOLD OFFICE UNTIL
THE CONCLUSION OF THE NEXT AGM AT WHICH ACCOUNTS ARE
LAID BEFORE RIO TINTO PLC AND AUTHORIZE THE AUDIT
COMMITTEE TO DETERMINE THE AUDITORS  REMUNERATION

PROPOSAL #11.: APPROVE THE REMUNERATION REPORT AS SET                      ISSUER          YES          FOR               N/A
OUT IN THE 2005 ANNUAL REVIEW AND THE 2005 ANNUAL
REPORT AND THE FINANCIAL STATEMENTS

PROPOSAL #12.: RECEIVE THE COMPANY'S FINANCIAL REPORT                      ISSUER          YES          FOR               N/A
AND THE REPORTS OF THE DIRECTORS AND AUDITORS FOR THE
YE 31 DEC 2005
  ------------------------------------------------------------------------------------
  ISSUER:                RIO TINTO PLC
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          4/12/2006                                                                                    FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.: GRANT AUTHORITY TO ISSUE EQUITY OR                           ISSUER          YES          FOR               N/A
EQUITY LINKED SECURITIES WITH PRE-EMPTIVE RIGHTS UP TO
 AN AGGREGATE NOMINAL AMOUNT OF GBP 34,860,000

PROPOSAL #S.2: GRANT AUTHORITY TO ISSUE EQUITY OR                          ISSUER          YES          FOR               N/A
EQUITY LINKED SECURITIES WITHOUT PRE-EMPTIVE RIGHTS UP
 TO AN AGGREGATE NOMINAL AMOUNT OF GBP 6,750,000

PROPOSAL #S.3: GRANT AUTHORITY TO PURCHASE 106,500,000                     ISSUER          YES          FOR               N/A
 RIO TINTO PLC ORDINARY SHARES BY THE COMPANY OR RIO
TINTO LIMITED

PROPOSAL #S.4: ADOPT NEW ARTICLES OF ASSOCIATION OF                        ISSUER          YES          FOR               N/A
RIO TINTO PLC AND AMEND TO CONSTITUTION OF RIO TINTO
LIMITED

PROPOSAL #5.: ELECT MR. TOM ALBANESE                                       ISSUER          YES          FOR               N/A

PROPOSAL #6.: ELECT SIR ROD EDDINGTON                                      ISSUER          YES          FOR               N/A

PROPOSAL #7.: RE-ELECT SIR DAVID CLEMENTI                                  ISSUER          YES          FOR               N/A

PROPOSAL #8.: RE-ELECT MR. LEIGH CLIFFORD                                  ISSUER          YES          FOR               N/A




PROPOSAL #9.: RE-ELECT MR. ANDREW GOULD                                    ISSUER          YES          FOR               N/A

PROPOSAL #10.: RE-ELECT MR. DAVID MAYHEW                                   ISSUER          YES          FOR               N/A

PROPOSAL #11.: RE-APPOINT PRICEWATERHOUSECOOPERS LLP                       ISSUER          YES          FOR               N/A
AS THE AUDITORS AND AUTHORIZE THE AUDIT COMMITTEE TO
SET THE AUDITORS  REMUNERATION

PROPOSAL #12.: APPROVE THE REMUNERATION REPORT                             ISSUER          YES          FOR               N/A

PROPOSAL #13.: RECEIVE THE ANNUAL REPORT AND THE                           ISSUER          YES          FOR               N/A
FINANCIAL STATEMENTS FOR THE YE 31 DEC 2005
  ------------------------------------------------------------------------------------
  ISSUER:                SIMS GROUP LTD
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          9/8/2005                                                                                     FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.: APPROVE THAT, SUBJECT TO RESOLUTIONS 1                       ISSUER          YES          FOR               N/A
AND 3 BEING APPROVED BY THE MEMBERS OF SIMS GROUP AT
THE EGM, THAT UNDER, AND IN ACCORDANCE WITH, SECTION
411 OF THE CORPORATIONS ACT 2001 CTH , THE SCHEME OF
ARRANGEMENT PROPOSED TO BE ENTERED INTO BETWEEN SIMS
GROUP AND THE HOLDERS OF FULLY PAID ORDINARY SHARES IN
 SIMS GROUP, AS SPECIFIED, IS AGREED TO  WITH OR
WITHOUT MODIFICATIONS AS APPROVED BY THE COURT
  ------------------------------------------------------------------------------------
  ISSUER:                SIMS GROUP LTD
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          9/8/2005                                                                                     FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.: APPROVE, UNDER SECTION 611, ITEM 7 OF                        ISSUER          YES          FOR               N/A
THE CORPORATIONS ACT  AS MODIFIED BY ASIC  AND SUBJECT
 TO THE SCHEME RESOLUTION BEING APPROVED BY THE
MEMBERS OF SIMS GROUP AT THE SCHEME MEETING AND
RESOLUTION 3 BEING APPROVED BY THE MEMBERS OF SIMS
GROUP AT THIS EGM, THE ISSUE BY SIMS COMPANY LIMITED
OF THE NEU SHARES TO HUGO NEU CORPORATION  IN ITS OWN
RIGHT AND IN ITS CAPACITY AS NOMINEE ON BEHALF OF HUGO
 NEU STEEL PRODUCTS INC AND FLYNN-LEARNER) IN
ACCORDANCE WITH THE TERMS OF THE CONTRIBUTION AGREEMENT

PROPOSAL #2.: APPROVE, UNDER SECTION 611, ITEM 7 OF                        ISSUER          YES          FOR               N/A
THE CORPORATIONS ACT  AS MODIFIED BY ASIC  AND SUBJECT
 TO THE SCHEME RESOLUTION BEING APPROVED BY THE
MEMBERS OF SIMS GROUP AT THE SCHEME MEETING AND
RESOLUTION 1 BEING APPROVED BY THE MEMBERS OF SIMS
GROUP AT THIS EGM, THE ACQUISITION BY SIMS COMPANY
LIMITED OF A RELEVANT INTEREST IN THE NEU SHARES WHICH
 ARISES AS A RESULT OF THE OPERATION OF THE RELEVANT
PROVISIONS IN THE STANDSTILL AND LOCK-UP DEED

PROPOSAL #3.: APPROVE, UNDER SECTION 157 OF THE                            ISSUER          YES          FOR               N/A
CORPORATIONS ACT, AND SUBJECT TO THE SCHEME RESOLUTION
 BEING APPROVED BY THE SIMS GROUP SHAREHOLDERS, THE
SCHEME ORDER BEING MADE AND RESOLUTION 1 BEING
APPROVED BY THE MEMBERS OF SIMS GROUP AT THIS EGM, THE
 NAME OF SIMS GROUP BE CHANGED TO SIMS GROUP AUSTRALIA
 HOLDINGS LIMITED



PROPOSAL #4.: APPROVE, UNDER LISTING RULE 10.11 AND                        ISSUER          YES        AGAINST             N/A
SUBJECT TO THE SCHEME RESOLUTION BEING APPROVED BY THE
 SIMS GROUP SHAREHOLDERS AND RESOLUTIONS 1 AND 3 BEING
 APPROVED BY THE MEMBERS OF SIMS GROUP AT THE EGM, THE
 GRANT BY SIMS GROUP OF EQUITY PERFORMANCE RIGHTS AND
THE ISSUE OF ANY SIMS GROUP SHARES OR NEW SIMS GROUP
SHARES UPON THE EXERCISE OF THOSE RIGHTS, AS SPECIFIED

PROPOSAL #5.: APPROVE, UNDER LISTING RULE 10.17 THE                        ISSUER          YES          FOR               N/A
MAXIMUM AGGREGATE AMOUNT PAYABLE BY SIMS GROUP TO NON-
 EXECUTIVE DIRECTORS BY WAY OF DIRECTORS  FEES BE
INCREASED FROM AUD 500,000 TO AUD 1,000,000 PER ANNUM
  ------------------------------------------------------------------------------------
  ISSUER:                SIMS GROUP LTD
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          10/24/2005                                                                                   FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.: ADOPT THE REMUNERATION REPORT FOR THE YE                     ISSUER          YES        ABSTAIN             N/A
 30 JUN 2005

PROPOSAL #2.: RE-ELECT MR. BRUCE THOMPSON AS A DIRECTOR                    ISSUER          YES        ABSTAIN             N/A

PROPOSAL #3.: ELECT MR. KERRY BRIAN SMITH AS A DIRECTOR                    ISSUER          YES        ABSTAIN             N/A

PROPOSAL #4.: ELECT MS. NICOLE LOUISE BIRRELL AS A                         ISSUER          YES        ABSTAIN             N/A
DIRECTOR

PROPOSAL #5.: APPROVE TO ISSUE PERFORMANCE RIGHTS TO                       ISSUER          YES        ABSTAIN             N/A
MR. THOMAS STIANOS

PROPOSAL #6.: APPROVE TO INCREASE THE SUM OF THE                           ISSUER          YES        ABSTAIN             N/A
DIRECTORS  FEES
  ------------------------------------------------------------------------------------
  ISSUER:                SIMS GROUP LTD
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          11/17/2005                                                                                   FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.: RECEIVE THE FINANCIAL STATEMENTS OF THE                      ISSUER          NO           N/A               N/A
COMPANY AND ITS CONTROLLED ENTITIES FOR THE YE 30 JUN
2005 AND THE RELATED DIRECTORS  REPORT, DIRECTORS
DECLARATION AND AUDITOR'S REPORT

PROPOSAL #2.1: RE-ELECT MR. JEREMY SUTCLIFFE AS A                          ISSUER          YES          FOR               N/A
DIRECTOR OF THE COMPANY, WHO RETIRES IN ACCORDANCE
WITH THE COMPANY'S CONSTITUTION

PROPOSAL #3.: ADOPT THE REMUNERATION REPORT FOR THE YE                     ISSUER          YES        AGAINST             N/A
 30 JUN 2005 AS SPECIFIED

PROPOSAL #4.: APPROVE, UNDER RULE 10.11 OF THE LISTING                     ISSUER          YES        AGAINST             N/A
 RULES OF AUSTRALIAN STOCK EXCHANGE LIMITED, THE GRANT
 BY SIMS GROUP LIMITED OF EQUITY PERFORMANCE RIGHTS TO
 MR. ROSS CUNNINGHAM AND THE ISSUE OF ANY SIMS GROUP
LIMITED OR SIMS CO LIMITED  TO BE RENAMED SIMS GROUP
LIMITED ON IMPLEMENTATION OF THE MERGER  SHARES UPON
THE EXERCISE OF THOSE RIGHTS, AS SPECIFIED
  ------------------------------------------------------------------------------------
  ISSUER:                SIMS GROUP LTD
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          11/17/2005                                                                                   FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT



PROPOSAL #1.: ADOPT THE REMUNERATION REPORT OF SIMS                        ISSUER          YES        AGAINST             N/A
GROUP LIMITED ABN 37 008 634 526 FOR THE YE 30 JUN
2005 AS SPECIFIED

PROPOSAL #2.: APPROVE THAT, UNDER RULE 10.11 OF THE                        ISSUER          YES        AGAINST             N/A
LISTING RULES OF AUSTRALIAN STOCK EXCHANGE LIMITED,
THE GRANT BY THE COMPANY OF EQUITY PERFORMANCE RIGHTS
TO MR. ROSS CUNNINGHAM AND THE ISSUE OF ANY SHARES BY
THE COMPANY UPON THE EXERCISE OF THOSE RIGHTS AS
SPECIFIED
  ------------------------------------------------------------------------------------
  ISSUER:                SOUTHERNERA DIAMONDS INC
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          6/29/2006                                                                                    FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.: ELECT THE DIRECTORS PROPOSED BY THE                          ISSUER          YES        ABSTAIN             N/A
MANAGEMENT

PROPOSAL #2.: APPOINT PRICEWATERHOUSECOOPERS LLP AS                        ISSUER          YES        ABSTAIN             N/A
THE AUDITORS OF THE COMPANY AND AUTHORIZE THE
DIRECTORS TO FIX THEIR REMUNERATION
  ------------------------------------------------------------------------------------
  ISSUER:                TANAMI GOLD NL
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          11/24/2005                                                                                   FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.: RECEIVE AND APPROVE THE FINANCIAL                            ISSUER          NO           N/A               N/A
STATEMENTS FOR THE COMPANY AND ITS CONTROLLED ENTITY
FOR THE YE 30 JUN 2005 AND THE REPORTS OF THE
DIRECTORS AND THE AUDITORS THEREON

PROPOSAL #2.: ADOPT THE REMUNERATION REPORT FOR THE YE                     ISSUER          YES          FOR               N/A
 30 JUN 2005

PROPOSAL #3.: RE-ELECT MR. DENIS WADDELL AS A DIRECTOR                     ISSUER          YES          FOR               N/A
 OF THE COMPANY, WHO RETIRES BY ROTATION IN ACCORDANCE
 WITH THE COMPANY'S CONSTITUTION
  ------------------------------------------------------------------------------------
  ISSUER:                TANAMI GOLD NL
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          4/7/2006                                                                                     FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.: RATIFY, FOR THE PURPOSES OF LISTING RULE                     ISSUER          YES          FOR               N/A
 7.4 OF THE LISTING RULES OF THE AUSTRALIAN STOCK
EXCHANGE LIMITED AND FOR ALL OTHER PURPOSES, THE ISSUE
 OF UP TO 54,000,000 FULLY PAID ORDINARY SHARES ON THE
 TERMS AND CONDITIONS AS SPECIFIED

PROPOSAL #2.: APPROVE, FOR THE PURPOSES OF LISTING                         ISSUER          YES          FOR               N/A
RULE 7.1 OF THE LISTING RULES OF THE AUSTRALIAN STOCK
EXCHANGE LIMITED AND FOR ALL OTHER PURPOSES, THE ISSUE
 OF UP TO 54,000,000 FULLY PAID ORDINARY SHARES ON THE
 TERMS AND CONDITIONS AS SPECIFIED



  ------------------------------------------------------------------------------------
  ISSUER:                VEDANTA RESOURCES PLC, LONDON
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          8/3/2005                                                                                     FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.: RECEIVE THE ACCOUNTS OF THE COMPANY AND                      ISSUER          YES          FOR               N/A
THE REPORTS OF THE DIRECTORS AND THE AUDITORS THEREON
FOR THE YE 31 MAR 2005

PROPOSAL #2.: DECLARE A FINAL DIVIDEND OF 11.55 US                         ISSUER          YES          FOR               N/A
CENTS PER ORDINARY SHARE IN RESPECT OF THE YE 31 MAR
2005

PROPOSAL #3.: RE-APPOINT MR. NAVIN AGARWAL AS A                            ISSUER          YES          FOR               N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THE ARTICLE
121

PROPOSAL #4.: RE-APPOINT MR. AMAN MEHTA AS A DIRECTOR,                     ISSUER          YES          FOR               N/A
 WHO RETIRES IN ACCORDANCE WITH THE ARTICLE 121

PROPOSAL #5.: RE-APPOINT MR. EUAN MACDONALD AS A                           ISSUER          YES          FOR               N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THE ARTICLE
121

PROPOSAL #6.: RE-APPOINT MR. K.K. KAURA AS A DIRECTOR,                     ISSUER          YES          FOR               N/A
 WHO RETIRES IN ACCORDANCE WITH THE ARTICLE 121

PROPOSAL #7.: RE-APPOINT MR. SHAILENDRA KUMAR TAMOTIA                      ISSUER          YES          FOR               N/A
AS A DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THE
ARTICLE 121

PROPOSAL #8.: RE-APPOINT MR. PETER SYDNEY-SMITH AS A                       ISSUER          YES          FOR               N/A
DIRECTOR, WHO RETIRES IN ACCORDANCE WITH THE ARTICLE
115

PROPOSAL #9.: RE-APPOINT MR. NARESH CHANDRA AS A                           ISSUER          YES          FOR               N/A
DIRECTOR, IN ACCORDANCE WITH THE ARTICLE 122

PROPOSAL #10.: RE-APPOINT DELOITTE & TOUCHE LLP AS THE                     ISSUER          YES          FOR               N/A
 AUDITORS UNTIL THE CONCLUSION OF THE NEXT GENERAL
MEETING AT WHICH THE ACCOUNTS ARE LAID, AND AUTHORIZE
THE DIRECTORS TO SET THE AUDITORS  REMUNERATION

PROPOSAL #11.: APPROVE THE REMUNERATION REPORT FOR THE                     ISSUER          YES          FOR               N/A
 YE 31 MAR 2005

PROPOSAL #S.12: APPROVE THAT THE POWERS CONFERRED ON                       ISSUER          YES          FOR               N/A
THE DIRECTORS BY ARTICLE 59 OF THE COMPANY'S ARTICLES
OF ASSOCIATION BE IMPLEMENTED AND AUTHORIZE THE
DIRECTORS TO MAKE MARKET PURCHASES OF THE COMPANY'S
ORDINARY SHARES IN SUCH MANNER AND UPON SUCH TERMS AS
THE DIRECTORS MAY FROM TIME TO TIME DETERMINE,
PROVIDED THAT: (A) THE COMPANY DOES NOT PURCHASE MORE
THAN 28,677,600 ORDINARY SHARES PURSUANT TO THIS
AUTHORITY; (B) THE MINIMUM PRICE WHICH MAY BE PAID FOR
 AN ORDINARY SHARE IS 10 US CENTS  BEING THE NOMINAL
VALUE OF AN ORDINARY SHARE  EXCLUSIVE OF ASSOCIATED
EXPENSES; AND (C) THE MAXIMUM PRICE WHICH MAY BE PAID
FOR AN ORDINARY SHARE IS AN AMOUNT EQUAL TO 105% OF
THE AVERAGE MIDDLE MARKET QUOTATIONS FOR AN ORDINARY
SHARE DERIVED FROM THE LONDON STOCK EXCHANGE DAILY
OFFICIAL LIST FOR THE FIVE BUSINESS DAYS IMMEDIATELY
PRECEDING THE DAY ON WHICH THE ORDINARY SHARE IS
CONTRACTED TO BE PURCHASES  EXCLUSIVE OF THE
ASSOCIATED EXPENSES ;  AUTHORITY EXPIRES THE EARLIER
OF THE CONCLUSION OF THE NEXT AGM OF THE COMPANY OR 15
 MONTHS ; AND THE COMPANY MAY MAKE A CONTRACT TO
PURCHASE ORDINARY SHARES UNDER THIS AUTHORITY BEFORE
THE EXPIRY OF THIS AUTHORITY WHICH WILL OR MAY NOT BE
COMPLETED WHOLLY OR PARTLY THEREAFTER AND A PURCHASE
OF THE SHARES MAY BE MADE IN PURSUANCE OF ANY SUCH
CONTRACT



PROPOSAL #S.13: AMEND ARTICLE 217 OF THE COMPANY'S                         ISSUER          YES          FOR               N/A
ARTICLES OF ASSOCIATION BY DELETING IT AND REPLACING
IT WITH THE NEW ONE
  ------------------------------------------------------------------------------------
  ISSUER:                VEDANTA RESOURCES PLC, LONDON
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          3/27/2006                                                                                    FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.: AUTHORIZE THE DIRECTORS TO ALLOT                             ISSUER          YES        AGAINST             N/A
RELEVANT SECURITIES UP TO AN AGGREGATE NOMINAL AMOUNT
OF USD 3,275,956 OR AN AGGREGATE OF 32,759,560
ORDINARY SHARES OF USD 0.10 EACH;  AUTHORITY EXPIRES
AT THE EARLIER OF THE CONCLUSION OF THE AGM OF THE
COMPANY IN 2011 OR 26 MAR 2011
  ------------------------------------------------------------------------------------
  ISSUER:                ZAMBEZI RESOURCES
  TICKER:                N/A             CUSIP:     N/A
  MEETING DATE:          6/29/2006                                                                                    FOR/AGAINST
  PROPOSAL:                                                              PROPOSED BY      VOTED?      VOTE CAST           MGMT

PROPOSAL #1.: ADOPT THE FINANCIAL STATEMENTS OF THE                        ISSUER          YES          FOR               N/A
COMPANY FOR THE YE 31 MAR 2006 TOGETHERWITH THE
REPORTS OF THE DIRECTORS AND THE AUDITORS

PROPOSAL #2.: APPROVE TO INCREASE THE AUTHORIZED SHARE                     ISSUER          YES        AGAINST             N/A
 CAPITAL OF THE COMPANY FROM 200 MILLION SHARES OF 1
PENCE EACH STERLING PAR VALUE TO 500 MILLION SHARES OF
 1 PENCE EACH STERLING PAR VALUE

PROPOSAL #3.: RE-APPOINT GRANT THORNTON OF 256 ST                          ISSUER          YES          FOR               N/A
GEORGE'S TERRACE, PERTH, WESTERN AUSTRALIA, AUSTRALIA
AS THE AUDITORS OF THE COMPANY UNTIL THE CONCLUSION OF
 THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID
OR UNTIL THEIR SUCCESSORS ARE APPOINTED AND AUTHORIZE
THE DIRECTORS TO FIX THE REMUNERATION OF THE AUDITORS

PROPOSAL #4.: APPROVE THAT THE VACANCIES REMAINING ON                      ISSUER          YES          FOR               N/A
THE BOARD MAY BE FILLED BY SUCH PERSONS AS THE
DIRECTORS OF THE COMPANY MAY IN THEIR DISCRETION
APPOINT

PROPOSAL #5.: AUTHORIZE THE DIRECTORS TO APPOINT                           ISSUER          YES          FOR               N/A
ALTERNATE DIRECTORS AS AND WHEN THEY DEEM FIT

PROPOSAL #6.: APPROVE THAT THE MAXIMUM AGGREGATE                           ISSUER          YES          FOR               N/A
AMOUNT OF REMUNERATION PAYABLE TO NON-EXECUTIVE
DIRECTORS FOR THEIR SERVICES AS THE DIRECTORS SHALL
NOT EXCEED GBP 75,000 PER ANNUM, SUCH REMUNERATION TO
BE DIVIDED AMONG THE NON-EXECUTIVE DIRECTORS IN SUCH
PROPORTION AND MANNER AS THE DIRECTORS MAY DETERMINE



                                                         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.
  VANGUARD SPECIALIZED FUNDS
  By:     /s/John J. Brennan
             (Heidi Stam)
             John J. Brennan*
             Chairman & Chief Executive
  Date:   August 31, 2006
      *  By Power of Attorney.  Filed on December 20, 2004, see File Number 002-14336.
                Incorporated by Reference.