N-PX 1 scwfnpx2004.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-5888 SMALLCAP WORLD FUND, INC. -------------------------------------------------- (Exact name of registrant as specified in charter) 333 South Hope Street Los Angeles, California 90071 -------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Chad L. Norton Capital Research and Management Company 333 South Hope Street Los Angeles, California 90071 --------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (213) 486-9200 Date of fiscal year end: September 30 Date of reporting period: July 1, 2003 - June 30, 2004 ITEM 1.PROXY VOTING RECORD The information contained herein discloses the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote: (a) The name of the issuer of the portfolio security; (b) The exchange ticker symbol of the portfolio security; (c) The Council on Uniform Securities Identification Procedures ("CUSIP") number for the portfolio security; (d) The shareholder meeting date; (e) A brief identification of the matter voted on; (f) Whether the matter was proposed by the issuer or by a security holder; (g) Whether the registrant cast its vote on the matter; (h) How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and (i) Whether the registrant cast its vote for or against management. SCWF 0000858744 ------------------------------------------------------------------------------------------------------- AMR CORPORATION Agenda: 932151260 CUSIP: 001765106 Meeting Type: Annual Ticker: AMR Meeting Date: 5/19/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 GERARD J. ARPEY Mgmt For For JOHN W. BACHMANN Mgmt For For DAVID L. BOREN Mgmt For For EDWARD A. BRENNAN Mgmt For For ARMANDO M. CODINA Mgmt For For EARL G. GRAVES Mgmt For For ANN M. KOROLOGOS Mgmt For For MICHAEL A. MILES Mgmt For For PHILIP J. PURCELL Mgmt For For JOE M. RODGERS Mgmt For For JUDITH RODIN, PH.D. Mgmt For For ROGER T. STAUBACH Mgmt For For 02 RATIFICATION OF THE SELECTION OF Mgmt For For ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR 2004. 03 STOCKHOLDER PROPOSAL RELATING TO Shr Against For POLITICAL CONTRIBUTIONS. 04 STOCKHOLDER PROPOSAL RELATING TO Shr Against For CHANGE-IN-CONTROL AGREEMENTS. ------------------------------------------------------------------------------------------------------- ADVANCED ENERGY INDUSTRIES, INC. Agenda: 932131775 CUSIP: 007973100 Meeting Type: Annual Ticker: AEIS Meeting Date: 5/5/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 DOUGLAS S. SCHATZ Mgmt For For RICHARD P. BECK Mgmt For For ROBERT L. BRATTER Mgmt For For ARTHUR A. NOETH Mgmt For For ELWOOD SPEDDEN Mgmt For For GERALD M. STAREK Mgmt For For 02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For KPMG LLP AS INDEPENDENT AUDITORS FOR 2004. ------------------------------------------------------------------------------------------------------- ALLOY, INC. Agenda: 932018852 CUSIP: 019855105 Meeting Type: Annual Ticker: ALOY Meeting Date: 7/24/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 PETER M. GRAHAM Mgmt For For DAVID YARNELL Mgmt For For 02 PROPOSAL TO APPROVE AN AMENDMENT TO Mgmt Against Against OUR AMENDED AND RESTATED 1997 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION AND STOCK INCENTIVE PLAN, AS AMENDED (THE 1997 PLAN) INCREASING FROM 8,000,000 SHARES TO 10,000,000 SHARES THE AGGREGATE NUMBER OF SHARES THAT MAY BE ISSUED FROM TIME TO TIME PURSUANT TO THE 03 PROPOSAL TO RATIFY AND CONFIRM THE Mgmt For For SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JANUARY 31, 2004. ------------------------------------------------------------------------------------------------------- AMCOL INTERNATIONAL CORPORATION Agenda: 932123615 CUSIP: 02341W103 Meeting Type: Annual Ticker: ACO Meeting Date: 5/13/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 ARTHUR BROWN Mgmt For For JAY D. PROOPS Mgmt For For PAUL C. WEAVER Mgmt For For ------------------------------------------------------------------------------------------------------- AMERICAN CAPITAL STRATEGIES, LTD. Agenda: 932121142 CUSIP: 024937104 Meeting Type: Annual Ticker: ACAS Meeting Date: 4/29/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 MARY C. BASKIN Mgmt For For ALVIN N. PURYEAR Mgmt For For 02 APPROVAL OF THE COMPANY S 2004 Mgmt Against Against EMPLOYEE STOCK OPTION PLAN. 03 APPROVAL TO INCREASE THE AUTHORIZED Mgmt Against Against SHARES OF COMMON STOCK. 04 APPROVAL OF THE PROPOSAL TO ISSUE Mgmt For For WARRANTS TO PURCHASE COMMON STOCK. 05 RATIFICATION OF APPOINTMENT OF ERNST Mgmt For For & YOUNG LLP AS AUDITORS. ------------------------------------------------------------------------------------------------------- AMERICAN HEALTHWAYS, INC. Agenda: 932080524 CUSIP: 02649V104 Meeting Type: Annual Ticker: AMHC Meeting Date: 1/21/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 MR. FRANK A. EHMANN Mgmt For For MR. W.C. O'NEIL, JR. Mgmt For For MR. BEN R. LEEDLE, JR. Mgmt For For 02 AMENDMENTS TO THE 1996 STOCK Mgmt For For INCENTIVE PLAN. 03 AMENDMENT TO CERTIFICATE OF Mgmt For For INCORPORATION. ------------------------------------------------------------------------------------------------------- AMYLIN PHARMACEUTICALS, INC. Agenda: 932128463 CUSIP: 032346108 Meeting Type: Annual Ticker: AMLN Meeting Date: 5/5/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 VAUGHN D. BRYSON Mgmt For For JOSEPH C. COOK, JR. Mgmt For For GINGER L. GRAHAM Mgmt For For HOWARD E. GREENE, JR. Mgmt For For TERRANCE H. GREGG Mgmt For For JAY S. SKYLER Mgmt For For JOSEPH P. SULLIVAN Mgmt For For THOMAS R. TESTMAN Mgmt For For JAMES N. WILSON Mgmt For For 02 TO APPROVE AN INCREASE IN THE Mgmt For For AGGREGATE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER THE COMPANY S 2001 EMPLOYEE STOCK PURCHASE PLAN BY 750,000 SHARES. 03 TO RATIFY THE SELECTION OF ERNST & Mgmt For For YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2004. ------------------------------------------------------------------------------------------------------- APPLEBEE'S INTERNATIONAL, INC. Agenda: 932134579 CUSIP: 037899101 Meeting Type: Annual Ticker: APPB Meeting Date: 5/13/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- I JACK P. HELMS* Mgmt For For LLOYD L. HILL* Mgmt For For I BURTON M. SACK* Mgmt For For MICHAEL A. VOLKEMA* Mgmt For For STEVEN K. LUMPKIN** Mgmt For For II TO APPROVE THE APPLEBEE S Mgmt Against Against INTERNATIONAL, INC. AMENDED AND RESTATED 1995 EQUITY INCENTIVE PLAN. III TO APPROVE THE EXECUTIVE NONQUALIFIED Mgmt Against Against STOCK PURCHASE PLAN. IV TO RATIFY THE SELECTION OF DELOITTE & Mgmt For For TOUCHE LLP AS INDEPENDENT AUDITORS FOR THE COMPANY FOR THE 2004 FISCAL V TO ACT ON A SHAREHOLDER PROPOSAL TO Shr Against For REQUIRE US TO ISSUE A REPORT RELATING TO GENETICALLY ENGINEERED FOOD. ------------------------------------------------------------------------------------------------------- APPLIED MICRO CIRCUITS CORPORATION Agenda: 932026885 CUSIP: 03822W109 Meeting Type: Annual Ticker: AMCC Meeting Date: 8/27/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 DAVID M. RICKEY Mgmt For For ROGER A. SMULLEN, SR. Mgmt For For CESAR CESARATTO Mgmt For For FRANKLIN P. JOHNSON, JR Mgmt For For KEVIN N. KALKHOVEN Mgmt For For L. WAYNE PRICE Mgmt For For DOUGLAS C. SPRENG Mgmt For For ARTHUR B. STABENOW Mgmt For For HARVEY P. WHITE Mgmt For For 02 TO RATIFY THE SELECTION OF ERNST & Mgmt For For YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING MARCH 31, 2004. ------------------------------------------------------------------------------------------------------- ARBITRON INC. Agenda: 932127118 CUSIP: 03875Q108 Meeting Type: Annual Ticker: ARB Meeting Date: 5/17/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 ALAN ALDWORTH Mgmt For For ERICA FARBER Mgmt For For KENNETH F. GORMAN Mgmt For For PHILIP GUARASCIO Mgmt For For LARRY E. KITTELBERGER Mgmt For For STEPHEN B. MORRIS Mgmt For For 01 LUIS G. NOGALES Mgmt For For LAWRENCE PERLMAN Mgmt For For RICHARD A. POST Mgmt For For 02 AMENDMENT AND RESTATEMENT OF THE Mgmt For For ARBITRON INC. 1999 STOCK INCENTIVE ------------------------------------------------------------------------------------------------------- ASK JEEVES, INC. Agenda: 932124287 CUSIP: 045174109 Meeting Type: Annual Ticker: ASKJ Meeting Date: 5/19/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 A. GEORGE (SKIP) BATTLE Mgmt For For STEVEN BERKOWITZ Mgmt For For GARRETT GRUENER Mgmt For For 02 TO RATIFY THE SELECTION OF ERNST & Mgmt For For YOUNG LLP AS INDEPENDENT AUDITORS OF ASK JEEVES FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2004. ------------------------------------------------------------------------------------------------------- ASPECT MEDICAL SYSTEMS, INC. Agenda: 932156335 CUSIP: 045235108 Meeting Type: Annual Ticker: ASPM Meeting Date: 5/25/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 RICHARD J. MEELIA Mgmt For For DONALD R. STANSKI Mgmt For For 02 TO APPROVE AN AMENDMENT TO INCREASE Mgmt Against Against THE NUMBER OF SHARES OF THE COMPANY S COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER THE COMPANY S 2001 STOCK INCENTIVE PLAN FROM 2,000,000 SHARES TO 4,000,000 SHARES. 03 TO APPROVE THE ISSUANCE AND SALE OF Mgmt For For SHARES OF THE COMPANY S COMMON STOCK TO BOSTON SCIENTIFIC CORPORATION PURSUANT TO THE MARKETPLACE RULES OF THE NASDAQ STOCK MARKET. 04 TO RATIFY THE SELECTION BY THE AUDIT Mgmt For For COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. 05 TO TRANSACT SUCH OTHER BUSINESS AS Mgmt For For MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. ------------------------------------------------------------------------------------------------------- ASTRAL MEDIA INC. Agenda: 932066461 CUSIP: 046346201 Meeting Type: Special Ticker: AAIAF Meeting Date: 12/9/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- A THE APPROVAL OF THE AMENDMENTS MADE Mgmt For For BY THE BOARD OF DIRECTORS TO THE KEY EMPLOYEE STOCK OPTION PLAN OF THE CORPORATION AS SUMMARIZED IN THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR; THE APPROVAL OF THE AMENDMENTS MADE BY THE BOARD OF DIRECTORS B THE APPROVAL OF THE RESTRICTED SHARE Mgmt For For UNIT PLAN OF THE CORPORATION AS SUMMARIZED IN THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR. ------------------------------------------------------------------------------------------------------- ASTRAL MEDIA INC. Agenda: 932066461 CUSIP: 046346409 Meeting Type: Special Ticker: Meeting Date: 12/9/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- A THE APPROVAL OF THE AMENDMENTS MADE Mgmt For For BY THE BOARD OF DIRECTORS TO THE KEY EMPLOYEE STOCK OPTION PLAN OF THE CORPORATION AS SUMMARIZED IN THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR; THE APPROVAL OF THE AMENDMENTS MADE BY THE BOARD OF DIRECTORS B THE APPROVAL OF THE RESTRICTED SHARE Mgmt For For UNIT PLAN OF THE CORPORATION AS SUMMARIZED IN THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR. ------------------------------------------------------------------------------------------------------- ATHEROS COMMUNICATIONS, INC. Agenda: 932131422 CUSIP: 04743P108 Meeting Type: Annual Ticker: ATHR Meeting Date: 5/18/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 CRAIG H. BARRATT Mgmt For For MARSHALL L. MOHR Mgmt For For ANDREW S. RAPPAPORT Mgmt For For 02 TO RATIFY THE APPOINTMENT OF DELOITTE Mgmt For For & TOUCHE LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR FISCAL 2004. ------------------------------------------------------------------------------------------------------- AUTOBYTEL INC. Agenda: 932172303 CUSIP: 05275N106 Meeting Type: Annual Ticker: ABTL Meeting Date: 6/24/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 JEFFREY H. COATS Mgmt For For MICHAEL J. FUCHS Mgmt For For ROBERT S. GRIMES Mgmt For For 02 APPROVAL OF AUTOBYTEL INC. 2004 Mgmt For For RESTRICTED STOCK AND OPTION PLAN. 03 RATIFICATION AND APPROVAL OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL 2004. ------------------------------------------------------------------------------------------------------- AXCELIS TECHNOLOGIES, INC. Agenda: 932099852 CUSIP: 054540109 Meeting Type: Annual Ticker: ACLS Meeting Date: 4/29/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 GARY L. TOOKER Mgmt For For PATRICK H. NETTLES Mgmt For For ALEXANDER M. CUTLER Mgmt For For 02 RATIFICATION OF APPOINTMENT OF Mgmt For For INDEPENDENT AUDITORS. ------------------------------------------------------------------------------------------------------- BJ'S WHOLESALE CLUB, INC. Agenda: 932156070 CUSIP: 05548J106 Meeting Type: Annual Ticker: BJ Meeting Date: 5/20/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 S. JAMES COPPERSMITH Mgmt For For THOMAS J. SHIELDS Mgmt For For HERBERT J. ZARKIN Mgmt For For 02 APPROVAL OF THE AMENDMENT OF THE 1997 Mgmt For For STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE THEREUNDER AND TO MAKE OTHER CHANGES AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. 03 RATIFICATION OF THE AUDIT COMMITTEE S Mgmt For For SELECTION OF PRICEWATERHOUSECOOPERS, LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JANUARY 29, 2005. ------------------------------------------------------------------------------------------------------- BIG LOTS, INC. Agenda: 932131509 CUSIP: 089302103 Meeting Type: Annual Ticker: BLI Meeting Date: 5/18/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 ALBERT J. BELL Mgmt For For SHELDON M. BERMAN Mgmt For For DAVID T. KOLLAT Mgmt For For BRENDA J. LAUDERBACK Mgmt For For PHILIP E. MALLOTT Mgmt For For NED MANSOUR Mgmt For For MICHAEL J. POTTER Mgmt For For RUSSELL SOLT Mgmt For For DENNIS B. TISHKOFF Mgmt For For ------------------------------------------------------------------------------------------------------- BLYTH, INC. Agenda: 932198369 CUSIP: 09643P108 Meeting Type: Annual Ticker: BTH Meeting Date: 6/24/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 ROBERT B. GOERGEN Mgmt For For NEAL I. GOLDMAN Mgmt For For HOWARD E. ROSE Mgmt For For 02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS 03 APPROVAL OF AMENDMENT NO. 1 TO THE Mgmt For For COMPANY S 2003 LONG-TERM INCENTIVE ------------------------------------------------------------------------------------------------------- BORLAND SOFTWARE CORPORATION Agenda: 932133248 CUSIP: 099849101 Meeting Type: Annual Ticker: BORL Meeting Date: 5/14/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 WILLIAM F. MILLER Mgmt For For LAURA S. UNGER Mgmt For For T. MICHAEL NEVENS Mgmt For For 02 STOCKHOLDER PROPOSAL RELATING TO Shr For Against CLASSIFICATION OF BOARD OF DIRECTORS. 03 RATIFICATION OF THE SELECTION OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS BORLAND S INDEPENDENT ACCOUNTANTS FOR THE 2004 FISCAL YEAR. ------------------------------------------------------------------------------------------------------- BRINK'S COMPANY Agenda: 932122548 CUSIP: 109696104 Meeting Type: Annual Ticker: BCO Meeting Date: 5/7/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 JAMES R. BARKER Mgmt For For JAMES L. BROADHEAD Mgmt For For GERALD GRINSTEIN Mgmt For For RONALD L. TURNER Mgmt For For 02 APPROVAL OF KPMG LLP AS INDEPENDENT Mgmt For For PUBLIC ACCOUNTANTS. 03 APPROVAL OF AMENDMENT AND RESTATEMENT Mgmt For For OF THE BRINK S COMPANY S 1994 EMPLOYEE STOCK PURCHASE PLAN. 04 APPROVAL OF AMENDMENT OF THE BRINK S Mgmt For For COMPANY S DIRECTORS STOCK ACCUMULATION PLAN. ------------------------------------------------------------------------------------------------------- BROCADE COMMUNICATIONS SYSTEMS, INC. Agenda: 932097202 CUSIP: 111621108 Meeting Type: Annual Ticker: BRCD Meeting Date: 4/7/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 NEAL DEMPSEY Mgmt For For LARRY W. SONSINI Mgmt For For 02 RATIFICATION OF APPOINTMENT OF KPMG Mgmt For For LLP AS INDEPENDENT AUDITORS OF BROCADE COMMUNICATIONS SYSTEMS, INC. FOR THE FISCAL YEAR ENDING OCTOBER 03 AMENDMENT AND RESTATEMENT OF THE 1999 Mgmt Against Against DIRECTOR OPTION PLAN ------------------------------------------------------------------------------------------------------- BROOKS AUTOMATION, INC. Agenda: 932110733 CUSIP: 114340102 Meeting Type: Annual Ticker: BRKS Meeting Date: 4/27/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 ROBERT J. THERRIEN Mgmt For For ROGER D. EMERICK Mgmt For For AMIN J. KHOURY Mgmt For For JOSEPH R. MARTIN Mgmt For For EDWARD C. GRADY Mgmt For For A. CLINTON ALLEN Mgmt For For JOHN K. MCGILLICUDDY Mgmt For For 02 TO AMEND THE COMPANY S 2000 Mgmt Against Against COMBINATION STOCK OPTION PLAN AS SPECIFIED IN THE PROXY STATEMENT. 03 TO AMEND THE COMPANY S 1995 EMPLOYEE Mgmt For For STOCK PURCHASE PLAN AS SPECIFIED IN THE PROXY STATEMENT. ------------------------------------------------------------------------------------------------------- CKE RESTAURANTS, INC. Agenda: 932185627 CUSIP: 12561E105 Meeting Type: Annual Ticker: CKR Meeting Date: 6/28/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 BYRON ALLUMBAUGH* Mgmt For For DOUGLAS K. AMMERMAN* Mgmt For For FRANK P. WILLEY* Mgmt For For CARL L. KARCHER** Mgmt For For JANET E. KERR*** Mgmt For For 02 RATIFICATION OF THE APPOINTMENT BY Mgmt For For THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF KPMG LLP AS INDEPENDENT AUDITORS FOR THE 2005 FISCAL YEAR. ------------------------------------------------------------------------------------------------------- CLECO CORPORATION Agenda: 932111898 CUSIP: 12561W105 Meeting Type: Annual Ticker: CNL Meeting Date: 4/23/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 SHERIAN G. CADORIA Mgmt For For RICHARD B. CROWELL Mgmt For For DAVID M. EPPLER Mgmt For For W. LARRY WESTBROOK Mgmt For For ------------------------------------------------------------------------------------------------------- CNET NETWORKS, INC. Agenda: 932114971 CUSIP: 12613R104 Meeting Type: Annual Ticker: CNET Meeting Date: 5/4/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 JOHN C. 'BUD' COLLIGAN Mgmt For For JARL MOHN Mgmt For For 02 THE APPROVAL OF THE 2004 CNET Mgmt Against Against NETWORKS, INC. INCENTIVE STOCK AWARD PLAN 03 RATIFICATION OF KPMG LLP TO SERVE AS Mgmt For For THE COMPANY S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004 ------------------------------------------------------------------------------------------------------- CABOT OIL & GAS CORPORATION Agenda: 932113575 CUSIP: 127097103 Meeting Type: Annual Ticker: COG Meeting Date: 4/29/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 ROBERT F. BAILEY Mgmt For For JOHN G.L. CABOT Mgmt For For 02 APPROVE THE 2004 INCENTIVE PLAN. Mgmt For For 03 RATIFICATION OF THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP, INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, AS AUDITORS OF THE COMPANY FOR IT S 2004 FISCAL YEAR. ------------------------------------------------------------------------------------------------------- CADIZ INC. Agenda: 932031684 CUSIP: 127537108 Meeting Type: Special Ticker: CLCI Meeting Date: 8/21/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 APPROVAL OF AN AMENDMENT TO THE Mgmt For For CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF NOT LESS THAN 1 FOR 10 AND NOT MORE THAN 1 FOR 50 AND TO AUTHORIZE THE BOARD OF DIRECTORS TO DETERMINE WHICH, IF ANY, OF THESE REVERSE STOCK SPLITS TO EFFECT. ------------------------------------------------------------------------------------------------------- CALFRAC WELL SERVICES LTD. Agenda: 932190832 CUSIP: 129584108 Meeting Type: Special Ticker: CFWFF Meeting Date: 6/21/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 ELECTION OF DIRECTORS AS SET FORTH IN Mgmt no action THE INFORMATION CIRCULAR RELATING TO THE MEETING DATED MAY 18, 2004 (THE INFORMATION CIRCULAR). 02 THE APPOINTMENT OF Mgmt no action PRICEWATERHOUSECOOPERS LLP, CHARTERED ACCOUNTANTS, TO SERVE AS AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR, AT SUCH REMUNERATION AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS. 03 A RESOLUTION APPROVING FUTURE PRIVATE Mgmt no action PLACEMENTS OF UP TO 50% OF THE ISSUED AND OUTSTANDING COMMON SHARES OF THE CORPORATION AT ANY TIME UNTIL THE NEXT ANNUAL MEETING OF SHAREHOLDERS, SUBJECT TO THE POLICIES OF THE TORONTO STOCK EXCHANGE. 04 A RESOLUTION APPROVING THE STOCK Mgmt no action OPTION PLAN OF THE CORPORATION, AS SET FORTH IN THE INFORMATION 05 A RESOLUTION CONFIRMING NEW BY-LAW Mgmt no action NO.1 AND NEW BY-LAW NO.2, AS SET FORTH IN THE INFORMATION CIRCULAR. ------------------------------------------------------------------------------------------------------- CAMBREX CORPORATION Agenda: 932119111 CUSIP: 132011107 Meeting Type: Annual Ticker: CBM Meeting Date: 4/22/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 ROSINA B. DIXON Mgmt For For ROY W. HALEY Mgmt For For LEON J. HENDRIX, JR. Mgmt For For ILAN KAUFTHAL Mgmt For For 02 APPROVAL OF THE 2004 INCENTIVE PLAN Mgmt For For 03 RATIFICATION OF THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR ------------------------------------------------------------------------------------------------------- CANADIAN OIL SANDS (TRUST) Agenda: 932099422 CUSIP: 13642L100 Meeting Type: Special Ticker: COSWF Meeting Date: 4/26/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1 DIRECTING THE TRUSTEE TO VOTE THE Mgmt For For COMMON SHARES OF COSL SO AS TO APPOINT PRICEWATERHOUSECOOPERS LLP AS THE AUDITOR OF CANADIAN OIL SANDS LIMITED (COSL) FOR THE ENSUING YEAR AT A REMUNERATION TO BE FIXED BY COSL AND APPROVED BY THE DIRECTORS 2 APPOINTING PRICEWATERHOUSECOOPERS LLP Mgmt For For AS THE AUDITOR OF THE TRUST FOR THE ENSUING YEAR AT A REMUNERATION TO BE FIXED BY COSL AND APPROVED BY THE DIRECTORS THEREOF; 3 DIRECTING THE TRUSTEE TO VOTE THE Mgmt For For COMMON SHARES OF COSL SO AS TO ELECT AS DIRECTORS OF COSL ALL OF THE NOMINEES OF THE TRUST, AS DESCRIBED AND SET FORTH IN THE MANAGEMENT PROXY CIRCULAR OF THE TRUST DATED MARCH 12, 2004, AND TO FILL ANY VACANCIES AMONG THE DIRECTORS OF COSL THAT MAY ARISE BETWEEN THE MEETING AND THE FIRST MEETING OF THE UNITHOLDERS THEREAFTER THAT CONSIDERS THE ELECTION OF DIRECTORS, BY APPOINTING TO ANY SUCH VACANCY A PERSON SELECTED 4 APPROVING THE SPECIAL RESOLUTION Mgmt For For REGARDING THE APPROVAL OF AN AMENDED UNITHOLDER RIGHTS PLAN, AS DESCRIBED AND SET FORTH IN THE MANAGEMENT PROXY CIRCULAR OF THE TRUST DATED MARCH 12, 2004. ------------------------------------------------------------------------------------------------------- CANWEST GLOBAL COMMUNICATIONS CORP. Agenda: 932075446 CUSIP: 138906102 Meeting Type: Annual Ticker: CWGVF Meeting Date: 1/29/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1 TO ELECT DIRECTORS FOR THE ENSUING Mgmt For For YEAR, ALL NOMINEES SPECIFIED IN THE ACCOMPANYING MANAGEMENT PROXY 2 TO APPOINT THE AUDITORS AND Mgmt For For AUTHORIZING THE DIRECTORS TO FIX THE REMUNERATION OF THE AUDITORS. ------------------------------------------------------------------------------------------------------- CARBO CERAMICS INC. Agenda: 932105681 CUSIP: 140781105 Meeting Type: Annual Ticker: CRR Meeting Date: 4/13/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 CLAUDE E. COOKE, JR. Mgmt For For CHAD C. DEATON Mgmt For For H.E. LENTZ, JR. Mgmt For For WILLIAM C. MORRIS Mgmt For For JOHN J. MURPHY Mgmt For For C. MARK PEARSON Mgmt For For ROBERT S. RUBIN Mgmt For For 02 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For ERNST & YOUNG LLP, CERTIFIED PUBLIC ACCOUNTANTS, AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. 03 PROPOSAL TO RATIFY AND APPROVE THE Mgmt For For 2004 CARBO CERAMICS INC. LONG-TERM INCENTIVE PLAN. ------------------------------------------------------------------------------------------------------- CARMAX, INC. Agenda: 932173874 CUSIP: 143130102 Meeting Type: Annual Ticker: KMX Meeting Date: 6/29/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 KEITH D. BROWNING Mgmt For For JAMES F. CLINGMAN, JR. Mgmt For For HUGH G. ROBINSON Mgmt For For RICHARD L. SHARP Mgmt For For THOMAS G. STERNBERG Mgmt For For 02 APPROVAL OF AN AMENDMENT TO THE Mgmt For For CARMAX, INC. 2002 EMPLOYEE STOCK PURCHASE PLAN ------------------------------------------------------------------------------------------------------- CATHAY GENERAL BANCORP Agenda: 932116103 CUSIP: 149150104 Meeting Type: Annual Ticker: CATY Meeting Date: 4/19/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 KELLY L. CHAN Mgmt For For DUNSON K. CHENG Mgmt For For THOMAS C.T. CHIU Mgmt For For JOSEPH C.H. POON Mgmt For For ------------------------------------------------------------------------------------------------------- CATHAY GENERAL BANCORP Agenda: 932033373 CUSIP: 149150104 Meeting Type: Special Ticker: CATY Meeting Date: 9/17/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 ADOPTION AND APPROVAL OF THE Mgmt For For AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 6, 2003 BY AND AMONG GENERAL BANK, GBC BANCORP, CATHAY BANCORP, INC. AND CATHAY BANK, INCLUDING, THE ISSUANCE OF THE SHARES PURSUANT TO THE MERGER AGREEMENT AND CHANGING OF CATHAY BANCORP S NAME TO CATHAY GENERAL BANCORP EFFECTIVE UPON CONSUMMATION OF THE MERGER. 02 APPROVAL OF AN AMENDMENT TO CATHAY Mgmt For For BANCORP S CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK FROM 25,000,000 TO 03 APPROVAL OF AN AMENDMENT TO CATHAY Mgmt For For BANCORP S 1998 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF CATHAY BANCORP COMMON STOCK RESERVED FOR ISSUANCE FROM 2,150,000 TO 3,500,000. ------------------------------------------------------------------------------------------------------- CEDAR FAIR, L.P. Agenda: 932118587 CUSIP: 150185106 Meeting Type: Special Ticker: FUN Meeting Date: 6/8/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 TO APPROVE AMENDMENTS TO THE Mgmt For For PARTNERSHIP AGREEMENT TO AUTHORIZE UNITHOLDER VOTING. 02 TO GRANT THE GENERAL PARTNER Mgmt Against Against AUTHORITY TO IMPLEMENT A UNITHOLDER 03 RICHARD S. FERREIRA* Mgmt For For RICHARD L. KINZEL* Mgmt For For THOMAS A. TRACY* Mgmt For For M.D. KWIATKOWSKI** Mgmt For For STEVEN H. TISHMAN** Mgmt For For DARREL D. ANDERSON*** Mgmt For For DAVID L. PARADEAU*** Mgmt For For ------------------------------------------------------------------------------------------------------- CENTENE CORPORATION Agenda: 932130711 CUSIP: 15135B101 Meeting Type: Annual Ticker: CNC Meeting Date: 5/4/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 STEVE BARTLETT Mgmt no action RICHARD P. WIEDERHOLD Mgmt no action 02 PROPOSAL TO APPROVE CHARTER AMENDMENT Mgmt no action TO INCREASE NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK. ------------------------------------------------------------------------------------------------------- CHOICEPOINT INC. Agenda: 932117864 CUSIP: 170388102 Meeting Type: Annual Ticker: CPS Meeting Date: 4/29/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 JOHN B. MCCOY* Mgmt For For THOMAS M. COUGHLIN** Mgmt For For DEREK V. SMITH** Mgmt For For 02 PROPOSAL TO APPROVE THE CHOICEPOINT Mgmt For For INC. DEFERRED COMPENSATION PLAN. 03 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For DELOITTE & TOUCHE LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR CHOICEPOINT FOR THE YEAR ENDING DECEMBER 31, ------------------------------------------------------------------------------------------------------- CIENA CORPORATION Agenda: 932086374 CUSIP: 171779101 Meeting Type: Annual Ticker: CIEN Meeting Date: 3/10/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 PATRICK H. NETTLES Mgmt For For JOHN R. DILLON Mgmt For For LAWTON W. FITT Mgmt For For ------------------------------------------------------------------------------------------------------- CITIZENS BANKING CORPORATION Agenda: 932115822 CUSIP: 174420109 Meeting Type: Annual Ticker: CBCF Meeting Date: 4/22/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 RICHARD J. DOLINSKI* Mgmt For For WILLIAM R. HARTMAN* Mgmt For For STEPHEN J. LAZAROFF* Mgmt For For KENDALL B. WILLIAMS* Mgmt For For WILLIAM C. SHEDD** Mgmt For For ------------------------------------------------------------------------------------------------------- COLUMBIA SPORTSWEAR COMPANY Agenda: 932121077 CUSIP: 198516106 Meeting Type: Annual Ticker: COLM Meeting Date: 5/13/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 GERTRUDE BOYLE Mgmt For For TIMOTHY P. BOYLE Mgmt For For SARAH A. BANY Mgmt For For MURREY R. ALBERS Mgmt For For STEPHEN E. BABSON Mgmt For For EDWARD S. GEORGE Mgmt For For WALTER T. KLENZ Mgmt For For JOHN W. STANTON Mgmt For For 02 PROPOSAL TO AMEND THE COMPANY S 1997 Mgmt For For STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER THE PLAN. 03 PROPOSAL TO RE-APPROVE THE COMPANY S Mgmt For For EXECUTIVE INCENTIVE COMPENSATION 04 PROPOSAL TO RATIFY THE SELECTION OF Mgmt For For DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR 2004. ------------------------------------------------------------------------------------------------------- CONMED CORPORATION Agenda: 932151498 CUSIP: 207410101 Meeting Type: Annual Ticker: CNMD Meeting Date: 5/18/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 EUGENE R. CORASANTI Mgmt For For JOSEPH J. CORASANTI Mgmt For For BRUCE F. DANIELS Mgmt For For JO ANN GOLDEN Mgmt For For STEPHEN M. MANDIA Mgmt For For WILLIAM D. MATTHEWS Mgmt For For ROBERT E. REMMELL Mgmt For For STUART J. SCHWARTZ Mgmt For For 02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS FOR THE COMPANY FOR 2004. 03 AMENDMENT TO 1999 LONG-TERM INCENTIVE Mgmt Against Against PLAN TO INCREASE AUTHORIZED SHARES BY 1.0 MILLION SHARES. ------------------------------------------------------------------------------------------------------- CONSOL ENERGY INC. Agenda: 932117826 CUSIP: 20854P109 Meeting Type: Annual Ticker: CNX Meeting Date: 4/27/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 JOHN L. WHITMIRE Mgmt For For J. BRETT HARVEY Mgmt For For JAMES E. ALTMEYER SR. Mgmt For For PHILIP W. BAXTER Mgmt For For WILLIAM E. DAVIS Mgmt For For RAJ K. GUPTA Mgmt For For PATRICIA A. HAMMICK Mgmt For For WILLIAM P. POWELL Mgmt For For JOSEPH T. WILLIAMS Mgmt For For 02 RATIFICATION OF INDEPENDENT Mgmt For For ACCOUNTANTS: PRICEWATERHOUSECOOPERS ------------------------------------------------------------------------------------------------------- CORRECTIONS CORPORATION OF AMERICA Agenda: 932138452 CUSIP: 22025Y407 Meeting Type: Annual Ticker: CXW Meeting Date: 5/13/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 DONNA M. ALVARADO Mgmt For For WILLIAM F. ANDREWS Mgmt For For JOHN D. FERGUSON Mgmt For For LUCIUS E. BURCH, III Mgmt For For JOHN D. CORRENTI Mgmt For For JOHN R. HORNE Mgmt For For C. MICHAEL JACOBI Mgmt For For THURGOOD MARSHALL, JR. Mgmt For For CHARLES L. OVERBY Mgmt For For JOHN R. PRANN, JR. Mgmt For For JOSEPH V. RUSSELL Mgmt For For HENRI L. WEDELL Mgmt For For 02 RATIFICATION OF THE APPOINTMENT BY Mgmt For For OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS OUR INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 03 IN THEIR DISCRETION, THE PROXIES ARE Mgmt For For AUTHORIZED TO VOTE UPON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. ------------------------------------------------------------------------------------------------------- CORUS ENTERTAINMENT INC. Agenda: 932065724 CUSIP: 220874101 Meeting Type: Special Ticker: CJR Meeting Date: 12/9/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1 THE ADOPTION OF A RESOLUTION TO FIX Mgmt For For THE NUMBER OF DIRECTORS TO BE ELECTED AT THE MEETING AT 11; 2 THE ADOPTION OF A RESOLUTION IN Mgmt For For RESPECT OF THE ELECTION AS DIRECTORS OF THE PERSONS NAMED IN THE MANAGEMENT INFORMATION CIRCULAR; 3 THE ADOPTION OF A RESOLUTION IN Mgmt For For RESPECT OF THE APPOINTMENT OF ERNST & YOUNG LLP AS AUDITORS OF THE CORPORATION AND THE AUTHORIZATION OF THE DIRECTORS TO FIX THE REMUNERATION OF SUCH AUDITORS; 4 THE ADDITION OF A RESOLUTION TO Mgmt For For EXTEND THE EXPIRY DATE OF OPTIONS ISSUED UNDER THE STOCK OPTION PLAN TO 7.5 YEARS; 5 THE ADDITION OF A RESOLUTION TO ALTER Mgmt For For THE MEMORANDUM OF THE CORPORATION BY REQUIRING THE CONSENT OF A MAJORITY OF THE OUTSTANDING CLASS A PARTICIPATING SHARES TO THE ISSUANCE OF ANY AUTHORIZED BUT UNISSUED CLASS ------------------------------------------------------------------------------------------------------- COSTAR GROUP, INC. Agenda: 932167441 CUSIP: 22160N109 Meeting Type: Annual Ticker: CSGP Meeting Date: 6/9/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 MICHAEL R. KLEIN Mgmt For For ANDREW C. FLORANCE Mgmt For For DAVID BONDERMAN Mgmt For For WARREN H. HABER Mgmt For For JOSIAH O. LOW, III Mgmt For For CHRISTOPHER J. NASSETTA Mgmt For For CATHERINE B. REYNOLDS Mgmt For For 02 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR 2004. ------------------------------------------------------------------------------------------------------- COTT CORPORATION Agenda: 932126306 CUSIP: 22163N106 Meeting Type: Special Ticker: COT Meeting Date: 4/27/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 COLIN J. ADAIR Mgmt For For W. JOHN BENNETT Mgmt For For C. HUNTER BOLL Mgmt For For SERGE GOUIN Mgmt For For THOMAS M. HAGERTY Mgmt For For STEPHEN H. HALPERIN Mgmt For For DAVID V. HARKINS Mgmt For For PHILIP B. LIVINGSTON Mgmt For For 01 CHRISTINE A. MAGEE Mgmt For For JOHN K. SHEPPARD Mgmt For For DONALD G. WATT Mgmt For For FRANK E. WEISE III Mgmt For For 02 APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For LLP AS AUDITORS 03 APPROVING THE EXECUTIVE INVESTMENT Mgmt For For SHARE PURCHASE PLAN IN ACCORDANCE WITH THE RESOLUTION SET OUT AT APPENDIX A OF THE PROXY CIRCULAR. SEE APPENDIX A TO THE PROXY 04 APPROVING THE AMENDMENT TO COTT Mgmt For For CORPORATION S 1986 COMMON SHARE OPTION PLAN, AS AMENDED, IN ACCORDANCE WITH THE RESOLUTION SET OUT AT APPENDIX B OF THE PROXY CIRCULAR. SEE APPENDIX B TO THE ------------------------------------------------------------------------------------------------------- CREO INC. Agenda: 932086639 CUSIP: 225606102 Meeting Type: Special Ticker: CREO Meeting Date: 2/18/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1 TO AMEND ITEM 5 OF THE ARTICLES OF Mgmt For For INCORPORATION WITH RESPECT TO THE NUMBER OF DIRECTORS OF CREO TO READ NOT LESS THAN 3 OR MORE THAN 12 2 DOUGLAS A. BRENGEL Mgmt For For MARK DANCE Mgmt For For NORMAN B. FRANCIS Mgmt For For STEVE M. GORDON Mgmt For For JEAN-FRANCOIS HEITZ Mgmt For For JOHN S. MCFARLANE Mgmt For For AMOS MICHELSON Mgmt For For KENNETH A. SPENCER Mgmt For For MORGAN STURDY Mgmt For For CHARLES E. YOUNG Mgmt For For 3 TO APPOINT KPMG LLP AS AUDITORS OF Mgmt For For THE COMPANY AND TO AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION 4 TO APPROVE THE ADOPTION OF THE 2004 Mgmt Against Against EMPLOYEE STOCK PURCHASE PLAN 5 TO APPROVE THE ADOPTION OF THE 2004 Mgmt For For EQUITY AWARD PLAN. ------------------------------------------------------------------------------------------------------- CREO INC. Agenda: 932088253 CUSIP: 225606102 Meeting Type: Special Ticker: CREO Meeting Date: 2/18/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 TO AMEND ITEM 5 OF THE ARTICLES OF Mgmt For For INCORPORATION WITH RESPECT TO THE NUMBER OF DIRECTORS OF CREO TO READ NOT LESS THAN 3 OR MORE THAN 12 02 DOUGLAS A. BRENGEL Mgmt For For MARK DANCE Mgmt For For NORMAN B. FRANCIS Mgmt For For STEVE M. GORDON Mgmt For For JEAN-FRANCOIS HEITZ Mgmt For For JOHN S. MCFARLANE Mgmt For For AMOS MICHELSON Mgmt For For KENNETH A. SPENCER Mgmt For For MORGAN STURDY Mgmt For For CHARLES E. YOUNG Mgmt For For 03 TO APPOINT KPMG LLP AS AUDITORS OF Mgmt For For THE COMPANY AND TO AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION 04 TO APPROVE THE ADOPTION OF THE 2004 Mgmt Against Against EMPLOYEE STOCK PURCHASE PLAN 05 TO APPROVE THE ADOPTION OF THE 2004 Mgmt For For EQUITY AWARD PLAN ------------------------------------------------------------------------------------------------------- CUMMINS INC. Agenda: 932037181 CUSIP: 231021106 Meeting Type: Annual Ticker: CMI Meeting Date: 9/16/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 ROBERT J. DARNALL Mgmt For For JOHN M. DEUTCH Mgmt For For WALTER Y. ELISHA Mgmt For For ALEXIS M. HERMAN Mgmt For For WILLIAM I. MILLER Mgmt For For WILLIAM D. RUCKELSHAUS Mgmt For For THEODORE M. SOLSO Mgmt For For FRANKLIN A. THOMAS Mgmt For For J. LAWRENCE WILSON Mgmt For For 02 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS AUDITORS FOR THE YEAR 2003. 03 PROPOSAL TO APPROVE THE CUMMINS INC. Mgmt Against Against 2003 STOCK INCENTIVE PLAN. ------------------------------------------------------------------------------------------------------- CURTISS-WRIGHT CORPORATION Agenda: 932106594 CUSIP: 231561101 Meeting Type: Annual Ticker: CW Meeting Date: 4/23/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 2 S.M. FULLER Mgmt For For 3 PROPOSAL TO APPROVE THE APPOINTMENT Mgmt For For OF DELOITTE & TOUCHE LLP AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE ------------------------------------------------------------------------------------------------------- CYMER, INC. Agenda: 932132462 CUSIP: 232572107 Meeting Type: Annual Ticker: CYMI Meeting Date: 5/20/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 CHARLES J. ABBE Mgmt For For ROBERT P. AKINS Mgmt For For EDWARD H. BRAUN Mgmt For For MICHAEL R. GAULKE Mgmt For For WILLIAM G. OLDHAM Mgmt For For PETER J. SIMONE Mgmt For For YOUNG K. SOHN Mgmt For For JON D. TOMPKINS Mgmt For For 02 TO APPROVE AN AMENDMENT TO CYMER S Mgmt For For 1996 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE AGGREGATE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER THE PLAN BY 200,000 SHARES. 03 TO RATIFY THE SELECTION OF KPMG LLP Mgmt For For AS INDEPENDENT AUDITORS OF CYMER FOR ITS FISCAL YEAR ENDING DECEMBER 31, ------------------------------------------------------------------------------------------------------- CYPRESS SEMICONDUCTOR CORPORATION Agenda: 932110062 CUSIP: 232806109 Meeting Type: Annual Ticker: CY Meeting Date: 4/19/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 T.J. RODGERS Mgmt For For FRED B. BIALEK Mgmt For For 01 ERIC A. BENHAMOU Mgmt For For JOHN C. LEWIS Mgmt For For ALAN F. SHUGART Mgmt For For JAMES R. LONG Mgmt For For W. STEVE ALBRECHT Mgmt For For 02 PROPOSAL TO APPROVE THE ADOPTION OF Mgmt For For THE 1994 STOCK PLAN (AS AMENDED AND RESTATED). 03 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR FISCAL YEAR 2004. ------------------------------------------------------------------------------------------------------- DIAMONDWORKS LTD. Agenda: 932166172 CUSIP: 252906201 Meeting Type: Annual Ticker: DMWZF Meeting Date: 5/26/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 TO SET THE NUMBER OF DIRECTORS AT Mgmt no action 02 DELU (DAVID) HOLENDER Mgmt no action BRUCE HOLMES Mgmt no action SHEIKH H.M.J AL MAKTOUM Mgmt no action BRIAN MENELL Mgmt no action BERNARD POZNANSKI Mgmt no action ROBERT RAINEY Mgmt no action ANTONIO TEIXEIRA Mgmt no action 03 TO APPOINT DELOITTE & TOUCHE AS Mgmt no action AUDITOR OF THE COMPANY 04 TO AUTHORIZE THE DIRECTORS TO FIX THE Mgmt no action AUDITOR S REMUNERATION 05 TO CHANGE THE COMPANY S NAME TO Mgmt no action ENERGEM RESOURCES INC. 06 TO APPROVE AMENDMENTS TO THE Mgmt no action COMPANY S EMPLOYEES AND DIRECTORS EQUITY INCENTIVE PLAN. ------------------------------------------------------------------------------------------------------- DIGITAL RIVER, INC. Agenda: 932141877 CUSIP: 25388B104 Meeting Type: Annual Ticker: DRIV Meeting Date: 5/24/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 JOEL A. RONNING Mgmt For For PERRY W. STEINER Mgmt For For J. PAUL THORIN Mgmt For For 02 TO APPROVE AN AMENDMENT AND Mgmt Against Against RESTATEMENT OF THE COMPANY S 1998 STOCK OPTION PLAN THAT WOULD GIVE THE COMPANY THE FLEXIBILITY TO GRANT STOCK APPRECIATION RIGHTS, RESTRICTED STOCK UNITS, STOCK PURCHASE RIGHTS AND STOCK BONUSES, AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 03 TO APPROVE AN AMENDMENT AND Mgmt Against Against RESTATEMENT OF THE COMPANY S 1999 STOCK OPTION PLAN THAT WOULD GIVE THE COMPANY THE FLEXIBILITY TO GRANT INCENTIVE STOCK OPTIONS, STOCK APPRECIATION RIGHTS, RESTRICTED STOCK UNITS, STOCK PURCHASE RIGHTS AND STOCK BONUSES, AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 04 TO RATIFY THE SELECTION BY THE AUDIT Mgmt For For COMMITTEE OF THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2004. ------------------------------------------------------------------------------------------------------- DIGITAL THEATER SYSTEMS, INC. Agenda: 932151323 CUSIP: 25389G102 Meeting Type: Annual Ticker: DTSI Meeting Date: 5/19/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 DANIEL E. SLUSSER Mgmt For For JOSEPH A. FISCHER Mgmt For For 02 TO RATIFY AND APPROVE Mgmt For For PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR FISCAL YEAR 2004. ------------------------------------------------------------------------------------------------------- DOUBLECLICK INC. Agenda: 932165497 CUSIP: 258609304 Meeting Type: Annual Ticker: DCLK Meeting Date: 6/7/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 THOMAS S. MURPHY Mgmt For For MARK E. NUNNELLY Mgmt For For KEVIN J. O'CONNOR Mgmt For For 02 RATIFICATION OF SELECTION OF Mgmt For For INDEPENDENT PUBLIC ACCOUNTANTS: THE PROPOSAL TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT PUBLIC AUDITORS, AS AUDITORS OF THE COMPANY AS DESCRIBED IN THE PROXY STATEMENT. ------------------------------------------------------------------------------------------------------- DRUGSTORE.COM, INC. Agenda: 932166057 CUSIP: 262241102 Meeting Type: Annual Ticker: DSCM Meeting Date: 6/10/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 PETER M. NEUPERT Mgmt For For KAL RAMAN Mgmt For For L. JOHN DOERR Mgmt For For MELINDA FRENCH GATES Mgmt For For DAN LEVITAN Mgmt For For G. C. 'CAYCE' ROY, 3RD Mgmt For For WILLIAM D. SAVOY Mgmt For For GREGORY S. STANGER Mgmt For For 02 RATIFICATION OF APPOINTMENT OF ERNST Mgmt For For & YOUNG LLP TO SERVE AS THE COMPANY S INDEPENDENT AUDITORS FOR FISCAL YEAR 2004. ------------------------------------------------------------------------------------------------------- DURATEK, INC. Agenda: 932139644 CUSIP: 26658Q102 Meeting Type: Annual Ticker: DRTK Meeting Date: 5/12/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 DANIEL A. D'ANIELLO Mgmt For For ADMIRAL J. D. WATKINS Mgmt For For GEORGE V. MCGOWAN Mgmt For For DR. FRANCIS J. HARVEY Mgmt For For MICHAEL J. BAYER Mgmt For For ALAN J. FOHRER Mgmt For For ROBERT E. PRINCE Mgmt For For 02 TO APPROVE AN AMENDMENT TO PARAGRAPH Mgmt For For (B) ARTICLE III VOTING RIGHTS OF THE CERTIFICATE OF DESIGNATIONS ESTABLISHING THE 8% CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED 03 TO APPROVE THE APPOINTMENT OF KPMG Mgmt For For LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER ------------------------------------------------------------------------------------------------------- EARTHLINK, INC. Agenda: 932149253 CUSIP: 270321102 Meeting Type: Annual Ticker: ELNK Meeting Date: 5/25/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 LINWOOD A. LACY, JR. Mgmt For For TERRELL B. JONES Mgmt For For WILLIAM H. HARRIS, JR. Mgmt For For THOMAS E. WHEELER Mgmt For For 02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For ERNST & YOUNG LLP BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SERVE AS COMPANY S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. ------------------------------------------------------------------------------------------------------- ECHELON CORPORATION Agenda: 932132880 CUSIP: 27874N105 Meeting Type: Annual Ticker: ELON Meeting Date: 5/21/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 MICHAEL E. LEHMAN Mgmt For For RICHARD M. MOLEY Mgmt For For ARTHUR ROCK Mgmt For For 02 PROPOSAL TO APPROVE THE AMENDED AND Mgmt Against Against RESTATED 1997 STOCK PLAN. 03 PROPOSAL TO APPROVE THE MANAGEMENT Mgmt For For BONUS PLAN. 04 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For KPMG LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. ------------------------------------------------------------------------------------------------------- EDUCATION MANAGEMENT CORPORATION Agenda: 932059517 CUSIP: 28139T101 Meeting Type: Annual Ticker: EDMC Meeting Date: 11/20/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 ROBERT H. ATWELL Mgmt For For WILLIAM M. CAMPBELL III Mgmt For For FRIEDRICH TEROERDE Mgmt For For 02 THE PROPOSED AMENDMENT AND Mgmt For For RESTATEMENT OF THE COMPANY S ARTICLES OF INCORPORATION. 03 THE PROPOSAL TO ADOPT THE COMPANY S Mgmt For For 2003 INCENTIVE PLAN. 04 THE PROPOSAL TO RATIFY THE SELECTION Mgmt For For OF ERNST & YOUNG LLP AS INDEPENDENT PUBLIC AUDITORS FOR THE COMPANY. ------------------------------------------------------------------------------------------------------- EDUCATION LENDING GROUP, INC. Agenda: 932135064 CUSIP: 28140A109 Meeting Type: Annual Ticker: EDLG Meeting Date: 5/17/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 ROBERT DEROSE Mgmt For For MICHAEL H. SHAUT Mgmt For For SAMUEL BELZBERG Mgmt For For C. DAVID BUSHLEY Mgmt For For RICHARD J. HUGHES Mgmt For For LEO KORNFELD Mgmt For For JEFFREY E. STIEFLER Mgmt For For ROBERT V. ANTONUCCI Mgmt For For 02 APPROVAL OF THE LONG TERM INCENTIVE Mgmt Against Against PLAN. ------------------------------------------------------------------------------------------------------- ELAN CORPORATION, PLC Agenda: 932049643 CUSIP: 284131208 Meeting Type: Annual Ticker: ELN Meeting Date: 10/21/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- O1 ORDINARY RESOLUTION 1 Mgmt For For O2 ORDINARY RESOLUTION 2 Mgmt For For O3 ORDINARY RESOLUTION 3 Mgmt For For O4 ORDINARY RESOLUTION 4 Mgmt For For O5 ORDINARY RESOLUTION 5 Mgmt For For O6 ORDINARY RESOLUTION 6 Mgmt For For O7 ORDINARY RESOLUTION 7 Mgmt For For O8 ORDINARY RESOLUTION 8 Mgmt For For S09 SPECIAL RESOLUTION 9 Mgmt For For S10 SPECIAL RESOLUTION 10 Mgmt For For ------------------------------------------------------------------------------------------------------- ELAN CORPORATION, PLC Agenda: 932184079 CUSIP: 284131208 Meeting Type: Annual Ticker: ELN Meeting Date: 6/17/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- O1 TO RECEIVE AND CONSIDER THE FINANCIAL Mgmt For For STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2003 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS O2 TO RE-ELECT MR. BRENDAN BOUSHEL WHO Mgmt For For RETIRES FROM THE BOARD BY ROTATION AS A DIRECTOR OF THE COMPANY. O3 TO RE-ELECT MR. JOHN GROOM WHO Mgmt For For RETIRES FROM THE BOARD BY ROTATION AS A DIRECTOR OF THE COMPANY. O4 TO RE-ELECT MR. KYRAN MCLAUGHLIN WHO Mgmt For For RETIRES FROM THE BOARD BY ROTATION AS A DIRECTOR OF THE COMPANY. O5 TO RE-ELECT DR. DENNIS SELKOE WHO Mgmt For For RETIRES FROM THE BOARD BY ROTATION AS A DIRECTOR OF THE COMPANY. O6 TO RE-ELECT MR. DANIEL TULLY WHO Mgmt For For RETIRES FROM THE BOARD BY ROTATION AS A DIRECTOR OF THE COMPANY. O7 TO AUTHORISE THE DIRECTORS TO FIX THE Mgmt For For REMUNERATION OF THE AUDITORS. S10 THAT THE ELAN CORPORATION, PLC Mgmt For For EMPLOYEE EQUITY PURCHASE PLAN (THE ESPP) BE APPROVED AND ADOPTED. S11 THAT THE DIRECTORS BE AND ARE HEREBY Mgmt For For GENERALLY AND UNCONDITIONALLY AUTHORISED TO ALLOT AND ISSUE ALL RELEVANT SECURITIES OF THE COMPANY. S12 THAT THE AUTHORISED SHARE CAPITAL OF Mgmt For For THE COMPANY BE INCREASED FROM 30,002,500 TO 33,502,500. S13 THAT, SUBJECT TO THE PASSING OF Mgmt For For RESOLUTION 12 IN THE NOTICE OF THIS MEETING, THE ARTICLES OF ASSOCIATION BE AMENDED. S14 THAT, SUBJECT TO THE PASSING OF Mgmt For For RESOLUTION 11 IN THE NOTICE OF THE MEETING, THE DIRECTORS BE AND ARE HEREBY EMPOWERED TO ALLOT SECURITIES FOR CASH. S15 THAT THE COMPANY AND/OR ANY Mgmt For For SUBSIDIARY OF THE COMPANY BE AND IS HEREBY GENERALLY AUTHORIZED TO MAKE MARKET PURCHASES OF SHARES OF ANY CLASS OF THE COMPANY. S16 THAT THE RE-ISSUE PRICE RANGE AT Mgmt For For WHICH ANY TREASURY SHARES FOR THE TIME BEING HELD BY THE COMPANY MAY BE RE-ISSUED OFF-MARKET SHALL BE THE MAXIMUM PRICE EQUAL TO 120 PER CENT OF THE RELEVANT PRICE; AND THE MINIMUM PRICE EQUAL TO 95 PER CENT OF S8 THAT THE BOARD OF DIRECTORS BE Mgmt For For AUTHORISED TO ISSUE SHARE OPTIONS TO NON-EXECUTIVE DIRECTORS IN ACCORDANCE WITH THE TERMS OF THE ELAN CORPORATION, PLC 1996 CONSULTANT OPTION PLAN. S9 THAT THE ELAN CORPORATION, PLC 2004 Mgmt For For RESTRICTED STOCK PLAN (THE RSU PLAN) BE APPROVED AND ADOPTED. ------------------------------------------------------------------------------------------------------- ENCORE ACQUISITION COMPANY Agenda: 932131155 CUSIP: 29255W100 Meeting Type: Annual Ticker: EAC Meeting Date: 4/29/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 I. JON BRUMLEY Mgmt For For JON S. BRUMLEY Mgmt For For MARTIN BOWEN Mgmt For For TED COLLINS, JR. Mgmt For For TED A. GARDNER Mgmt For For JOHN V. GENOVA Mgmt For For HOWARD H. NEWMAN Mgmt For For JAMES A. WINNE III Mgmt For For 02 AMENDMENT AND RESTATEMENT OF 2000 Mgmt For For INCENTIVE STOCK PLAN - TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE 2000 INCENTIVE STOCK PLAN. ------------------------------------------------------------------------------------------------------- ENERFLEX SYSTEMS LTD. Agenda: 932111646 CUSIP: 29265B104 Meeting Type: Special Ticker: EFLXF Meeting Date: 4/15/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- A THE ELECTION OF DIRECTORS AS SET Mgmt For For FORTH IN THE ACCOMPANYING INFORMATION CIRCULAR FOR THE ENSUING YEAR; B THE APPOINTMENT OF DELOITTE & TOUCHE Mgmt For For LLP, CHARTERED ACCOUNTANTS, AS AUDITORS OF THE COMPANY FOR THE ENSUING YEAR AND THE AUTHORIZATION OF THE DIRECTORS TO FIX THE AUDITORS REMUNERATION C THE AMENDMENT TO THE STOCK OPTION Mgmt For For ------------------------------------------------------------------------------------------------------- ENGINEERED SUPPORT SYSTEMS, INC. Agenda: 932091034 CUSIP: 292866100 Meeting Type: Annual Ticker: EASI Meeting Date: 3/2/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 WILLIAM H.T. BUSH Mgmt no action GERALD E. DANIELS Mgmt no action RONALD W. DAVIS Mgmt no action S. LEE KLING Mgmt no action GEN CROSBIE E. SAINT Mgmt no action EARL W. WIMS, PH.D. Mgmt no action 02 ENGINEERED SUPPORT SYSTEMS, INC. 2004 Mgmt no action STOCK OPTION PLAN AND THE ALLOCATION OF 350,000 SHARES OF ENGINEERED SUPPORT SYSTEMS, INC. COMMON STOCK TO THE STOCK OPTION PLAN. 03 ENGINEERED SUPPORT SYSTEMS, INC. 2004 Mgmt no action NON-EXECUTIVE STOCK OPTION PLAN AND THE ALLOCATION OF 350,000 SHARES OF ENGINEERED SUPPORT SYSTEMS, INC. COMMON STOCK TO THE NON-EXECUTIVE STOCK OPTION PLAN. ------------------------------------------------------------------------------------------------------- EON LABS, INC. Agenda: 932164180 CUSIP: 29412E100 Meeting Type: Annual Ticker: ELAB Meeting Date: 5/28/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 THOMAS STRUNGMANN, PH.D Mgmt For For 02 TO APPROVE AN AMENDMENT TO THE Mgmt For For COMPANY S RESTATED CERTIFICATE OF INCORPORATION THAT WOULD INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 70,000,000 SHARES TO 100,000,000 SHARES. 03 TO RATIFY THE REAPPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS. 04 TO VOTE, AS THE PROXY HOLDERS IN Mgmt For For THEIR DISCRETION MAY DETERMINE, UPON SUCH OTHER BUSINESS AS MAY BE PROPERLY BROUGHT BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. ------------------------------------------------------------------------------------------------------- EYETECH PHARMACEUTICALS INC. Agenda: 932127954 CUSIP: 302297106 Meeting Type: Annual Ticker: EYET Meeting Date: 5/12/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 JOHN P. MCLAUGHLIN Mgmt For For SRINIVAS AKKARAJU Mgmt For For MICHAEL G. MULLEN Mgmt For For 02 TO RATIFY THE APPOINTMENT OF ERNST & Mgmt For For YOUNG, LLP AS INDEPENDENT AUDITORS FOR EYETECH PHARMACEUTICALS, INC. FOR THE YEAR ENDING DECEMBER 31, 2004. ------------------------------------------------------------------------------------------------------- FMC TECHNOLOGIES, INC. Agenda: 932111076 CUSIP: 30249U101 Meeting Type: Annual Ticker: FTI Meeting Date: 4/21/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 ASBJORN LARSEN Mgmt For For JOSEPH H. NETHERLAND Mgmt For For JAMES R. THOMPSON Mgmt For For ------------------------------------------------------------------------------------------------------- FAIR ISAAC CORPORATION Agenda: 932083304 CUSIP: 303250104 Meeting Type: Annual Ticker: FIC Meeting Date: 2/2/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 A. GEORGE BATTLE Mgmt no action TONY J. CHRISTIANSON Mgmt no action THOMAS G. GRUDNOWSKI Mgmt no action ALEX W. HART Mgmt no action PHILIP G. HEASLEY Mgmt no action GUY R. HENSHAW Mgmt no action DAVID S.P. HOPKINS Mgmt no action MARGARET L. TAYLOR Mgmt no action 02 AMEND THE CERTIFICATE OF Mgmt no action INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 100,000,000 TO 200,000,000. 03 TO RATIFY THE APPOINTMENT OF KPMG LLP Mgmt no action AS THE COMPANY S INDEPENDENT AUDITORS FOR THE CURRENT FISCAL YEAR. ------------------------------------------------------------------------------------------------------- FEDERAL AGRICULTURAL MORTGAGE CORP. Agenda: 932159886 CUSIP: 313148306 Meeting Type: Annual Ticker: AGM Meeting Date: 6/3/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 RALPH W 'BUDDY' CORTESE Mgmt no action PAUL A. DEBRIYN Mgmt no action KENNETH E. GRAFF Mgmt no action JOHN G. NELSON III Mgmt no action JOHN DAN RAINES Mgmt no action 02 PROPOSAL TO APPROVE THE APPOINTMENT Mgmt no action OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS FOR THE CORPORATION FOR THE FISCAL YEAR ------------------------------------------------------------------------------------------------------- FEDERAL SIGNAL CORPORATION Agenda: 932103295 CUSIP: 313855108 Meeting Type: Annual Ticker: FSS Meeting Date: 4/30/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 ROBERT M. GERRITY Mgmt For For ROBERT S. HAMADA Mgmt For For WALDEN W. O'DELL Mgmt For For 02 RATIFY THE APPOINTMENT OF ERNST & Mgmt For For YOUNG LLP AS FEDERAL SIGNAL CORPORATION S INDEPENDENT PUBLIC ACCOUNTANTS FOR 2004. ------------------------------------------------------------------------------------------------------- FELCOR LODGING TRUST INCORPORATED Agenda: 932127637 CUSIP: 31430F101 Meeting Type: Annual Ticker: FCH Meeting Date: 5/18/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 MELINDA J. BUSH Mgmt For For CHARLES A. LEDSINGER JR Mgmt For For ROBERT H. LUTZ, JR. Mgmt For For MICHAEL D. ROSE Mgmt For For 02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS FELCOR S INDEPENDENT AUDITORS. ------------------------------------------------------------------------------------------------------- FERRO CORPORATION Agenda: 932128475 CUSIP: 315405100 Meeting Type: Annual Ticker: FOE Meeting Date: 4/30/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 MICHAEL H. BULKIN Mgmt For For MICHAEL F. MEE Mgmt For For WILLIAM J. SHARP Mgmt For For ALBERTO WEISSER Mgmt For For ------------------------------------------------------------------------------------------------------- FINDWHAT.COM Agenda: 932062780 CUSIP: 317794105 Meeting Type: Annual Ticker: FWHT Meeting Date: 12/15/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 C.A. PISARIS-HENDERSON Mgmt For For KENNETH E. CHRISTENSEN Mgmt For For LEE SIMONSON Mgmt For For PHILLIP R. THUNE Mgmt For For JERRY DELLA FEMINA Mgmt For For FREDERICK E. GUEST II Mgmt For For DANIEL B. BREWSTER, JR. Mgmt For For 02 TO APPROVE AND ADOPT THE AMENDMENT TO Mgmt Against Against THE COMPANY S 1999 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE THEREUNDER FROM 4,200,000 TO 6,200,000. ------------------------------------------------------------------------------------------------------- FINDWHAT.COM Agenda: 932158377 CUSIP: 317794105 Meeting Type: Annual Ticker: FWHT Meeting Date: 6/4/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 TO APPROVE THE ISSUANCE OF 7,000,000 Mgmt For For SHARES OF FINDWHAT COMMON STOCK PURSUANT TO FINDWHAT S MERGER WITH ESPOTTING MEDIA INC. 02 TO APPROVE THE FINDWHAT 2004 STOCK Mgmt Against Against INCENTIVE PLAN. 03 TO APPROVE THE EMI REPLACEMENT OPTION Mgmt For For PLAN. 04 C.A. PISARIS-HENDERSON Mgmt For For KENNETH E. CHRISTENSEN Mgmt For For LEE SIMONSON Mgmt For For 04 PHILLIP R. THUNE Mgmt For For JERRY DELLA FEMINA Mgmt For For DAVID J. LONDONER Mgmt For For FREDERICK E. GUEST II Mgmt For For DANIEL B. BREWSTER, JR. Mgmt For For 05 TO APPROVE THE AMENDMENT OF FINDWHAT Mgmt Against Against FINDWHAT S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF FINDWHAT COMMON STOCK FROM 50,000,000 TO 200,000,000. 06 TO APPROVE THE REINCORPORATION OF Mgmt For For FINDWHAT AS A DELAWARE CORPORATION, THEREBY CHANGING ITS DOMICILE FROM NEVADA TO DELAWARE. ------------------------------------------------------------------------------------------------------- THE FIRST AMERICAN CORPORATION Agenda: 932134682 CUSIP: 318522307 Meeting Type: Annual Ticker: FAF Meeting Date: 5/13/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 GARY J. BEBAN Mgmt For For J. DAVID CHATHAM Mgmt For For WILLIAM G. DAVIS Mgmt For For JAMES L. DOTI Mgmt For For LEWIS W. DOUGLAS, JR. Mgmt For For PAUL B. FAY, JR. Mgmt For For D.P. KENNEDY Mgmt For For PARKER S. KENNEDY Mgmt For For FRANK E. O'BRYAN Mgmt For For ROSLYN B. PAYNE Mgmt For For D. VAN SKILLING Mgmt For For HERBERT B. TASKER Mgmt For For VIRGINIA M. UEBERROTH Mgmt For For ------------------------------------------------------------------------------------------------------- FIRST CALGARY PETROLEUMS LTD Agenda: 700528182 CUSIP: 319384301 Meeting Type: MIX Ticker: Meeting Date: 6/15/2004 ISIN: CA3193843016 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- Receive and approve the consolidated Non- financial statements of the Company Voting for the YE 31 DEC 2003, together with the report of the Auditors thereon 1. Approve to fix the number of Mgmt For * Directors to be elected at the 2.1 Elect Mr. Richard G. Anderson as a Mgmt For * Director of the Company for the ensuing year 2.2 Elect Mr. Raymond P. Antony as a Mgmt For * Director of the Company for the ensuing year 2.3 Elect Mr. Alastair J. Beardssall as Mgmt For * a Director of the Company for the ensuing year 2.4 Elect Mr. Darryl J. Raymaker as a Mgmt For * Director of the Company for the ensuing year 2.5 Elect Mr. Yuri K. Shafranik as a Mgmt For * Director of the Company for the ensuing year 3. Appoint KPMG LLP, Chartered Mgmt For * Accountants as the Auditors until the next AGM of the Company and authorize the Directors to fix their 4. Approve that: 1) the number of common Mgmt For * shares issuable under the Stock Option Plan of the Company be increased by 4,000,000 common shares; and 2) any one Officer or Director of the Company be authorized to execute and deliver all such agreements and documents, whether under the corporate seal or otherwise, and to take all action, as such Officer or Director shall deem necessary or appropriate to give 5. Approve that: 1) the Company manual Mgmt For * of the Toronto Stock Exchange is amended to provide for Stock Option Plans with a number of shares based on the outstanding common shares of the Corporation rather than a fixed number of common shares, then the Stock Option Plan of the Corporation shall be amended as specified; and 2) any one Officer or Director of the Corporation be authorized to execute and deliver all such agreements and documents, whether under the corporate seal or otherwise, and to take all action, as such Officer or Director shall deem necessary or appropriate to give effect to the 6. Transact any other business Non- Voting ------------------------------------------------------------------------------------------------------- FIRST COMMUNITY BANCORP Agenda: 932159355 CUSIP: 31983B101 Meeting Type: Annual Ticker: FCBP Meeting Date: 5/26/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 STEPHEN M. DUNN Mgmt For For SUSAN E. LESTER Mgmt For For ROBERT A. STINE Mgmt For For JOHN M. EGGEMEYER Mgmt For For TIMOTHY B. MATZ Mgmt For For MATTHEW P. WAGNER Mgmt For For BARRY C. FITZPATRICK Mgmt For For ARNOLD W. MESSER Mgmt For For DAVID S. WILLIAMS Mgmt For For CHARLES H. GREEN Mgmt For For DANIEL B. PLATT Mgmt For For 02 TO APPROVE THE AMENDMENT AND Mgmt Against Against RESTATEMENT OF THE 2003 STOCK INCENTIVE PLAN. 03 TO TRANSACT ANY OTHER BUSINESS AS MAY Mgmt For For PROPERLY COME BEFORE THE MEETING AND AT ANY POSTPONEMENTS OR ADJOURNMENTS THEREOF. ------------------------------------------------------------------------------------------------------- FIRST QUANTUM MINERALS LTD. Agenda: 932144455 CUSIP: 335934105 Meeting Type: Special Ticker: FQVLF Meeting Date: 5/11/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 PHILIP K.R. PASCALL Mgmt no action G. CLIVE NEWALL Mgmt no action MARTIN R. ROWLEY Mgmt no action R. STUART ANGUS Mgmt no action ROBERT A. WATTS Mgmt no action RUPERT PENNANT-REA Mgmt no action PETER ST. GEORGE Mgmt no action 02 TO APPOINT PRICEWATERHOUSECOOPERS LLP Mgmt no action AS AUDITORS OF THE COMPANY AND AUTHORIZE THE AUDIT COMMITTEE TO FIX THE REMUNERATION TO BE PAID TO THE AUDITORS. 03 TO CONFIRM AND RATIFY THE BY-LAWS OF Mgmt no action THE COMPANY RELATING GENERALLY TO THE TRANSACTIONS OF BUSINESS AND AFFAIRS OF THE COMPANY. 04 TO APPROVE THE ADOPTION OF A NEW Mgmt no action STOCK OPTION PLAN, AS DESCRIBED IN THE COMPANY S INFORMATION CIRCULAR. ------------------------------------------------------------------------------------------------------- FIRST REGIONAL BANCORP Agenda: 932169750 CUSIP: 33615C101 Meeting Type: Annual Ticker: FRGB Meeting Date: 5/18/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 FRED M. EDWARDS Mgmt For For H. ANTHONY GARTSHORE Mgmt For For LAWRENCE J. SHERMAN Mgmt For For JACK A. SWEENEY Mgmt For For 02 TO TRANSACT SUCH OTHER BUSINESS AS Mgmt For For MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT OR ADJOURNMENTS THEREOF. ------------------------------------------------------------------------------------------------------- FRANKLIN BANK CORP. Agenda: 932127346 CUSIP: 352451108 Meeting Type: Annual Ticker: FBTX Meeting Date: 5/5/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 L. CHIMERINE, PH.D. Mgmt For For JAMES A. HOWARD Mgmt For For ANTHONY J. NOCELLA Mgmt For For 02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR 2004. ------------------------------------------------------------------------------------------------------- FULTON FINANCIAL CORPORATION Agenda: 932105706 CUSIP: 360271100 Meeting Type: Annual Ticker: FULT Meeting Date: 4/22/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 DONALD M. BOWMAN, JR. Mgmt For For CLARK S. FRAME Mgmt For For CHARLES V. HENRY, III Mgmt For For GEORGE W. HODGES Mgmt For For JOSEPH J. MOWAD Mgmt For For JOHN O. SHIRK Mgmt For For 02 2004 STOCK OPTION AND COMPENSATION Mgmt For For ------------------------------------------------------------------------------------------------------- GABRIEL RESOURCES LTD. Agenda: 932177707 CUSIP: 361970106 Meeting Type: Special Ticker: GBRRF Meeting Date: 6/15/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 DETERMINING THE NUMBER OF DIRECTORS Mgmt no action OF THE CORPORATION AT SEVEN (7). 02 OYVIND HUSHOVD Mgmt no action JAMES J. KOMADINA Mgmt no action JAMES MCCLEMENTS Mgmt no action PAUL J. MORGAN Mgmt no action MICHAEL S. PARRETT Mgmt no action A. MURRAY SINCLAIR Mgmt no action T. MICHAEL YOUNG Mgmt no action 03 THE APPOINTMENT OF GRANT THORNTON Mgmt no action LLP, CHARTERED ACCOUNTANTS, AS AUDITORS OF THE CORPORATION AND TO AUTHORIZE THE BOARD OF DIRECTORS TO FIX THEIR REMUNERATION. 04 GRANTING GENERAL APPROVAL TO THE Mgmt no action ISSUANCE OF SHARES BY PRIVATE PLACEMENT WHICH EXCEED 25% OF THE CORPORATION S ISSUED CAPITAL AS DESCRIBED IN THE CORPORATION S MANAGEMENT PROXY CIRCULAR DATED MAY 11, 2004 UNDER THE SECTION ENTITLED PARTICULARS OF OTHER MATTERS TO BE ACTED UPON. ------------------------------------------------------------------------------------------------------- GEMSTAR-TV GUIDE INTERNATIONAL, INC. Agenda: 932132777 CUSIP: 36866W106 Meeting Type: Annual Ticker: GMST Meeting Date: 6/3/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 NICHOLAS DONATIELLO, JR Mgmt For For JAMES E. MEYER Mgmt For For LACHLAN K. MURDOCH Mgmt For For 02 RATIFICATION OF ERNST & YOUNG LLP AS Mgmt For For THE COMPANY S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER31, 2004. ------------------------------------------------------------------------------------------------------- GENTA INCORPORATED Agenda: 932170549 CUSIP: 37245M207 Meeting Type: Annual Ticker: GNTA Meeting Date: 6/23/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 RAYMOND P WARRELL JR MD Mgmt For For JEROME E. GROOPMAN MD Mgmt For For BETSY MCCAUGHEY PHD Mgmt For For PETER T. TATTLE Mgmt For For DANIEL D. VON HOFF MD Mgmt For For HARLAN J. WAKOFF Mgmt For For DOUGLAS G. WATSON Mgmt For For MICHAEL S. WEISS Mgmt For For 02 TO APPROVE AN AMENDMENT TO THE Mgmt For For COMPANY S CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE. 03 TO APPROVE AN AMENDMENT TO THE Mgmt For For COMPANY S 1998 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER THE PLAN. 04 TO APPROVE AN AMENDMENT TO THE Mgmt For For COMPANY S NON-EMPLOYEE DIRECTORS 1998 STOCK OPTION PLAN WITH RESPECT TO THE ANNUAL STOCK OPTIONS GRANTED 05 TO RATIFY THE APPOINTMENT OF DELOITTE Mgmt For For & TOUCHE LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. ------------------------------------------------------------------------------------------------------- GEORGIA GULF CORPORATION Agenda: 932145053 CUSIP: 373200203 Meeting Type: Annual Ticker: GGC Meeting Date: 5/18/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 JERRY R. SATRUM Mgmt For For EDWARD A. SCHMITT Mgmt For For YOSHI KAWASHIMA Mgmt For For 02 TO RATIFY THE APPOINTMENT OF DELOITTE Mgmt For For & TOUCHE LLP TO SERVE AS INDEPENDENT PUBLIC ACCOUNTANTS FOR GEORGIA GULF FOR THE YEAR ENDING DECEMBER 31, 03 TO APPROVE AND ADOPT THE AMENDED AND Mgmt For For RESTATED 2002 EQUITY AND PERFORMANCE INCENTIVE PLAN. 04 TO APPROVE AND ADOPT THE SENIOR Mgmt For For EXECUTIVE BONUS PLAN. ------------------------------------------------------------------------------------------------------- GILDAN ACTIVEWEAR INC. Agenda: 932079711 CUSIP: 375916103 Meeting Type: Special Ticker: GIL Meeting Date: 2/4/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1 ELECTION AS DIRECTORS OF THE Mgmt For For MANAGEMENT NOMINEES NAMED IN THE MANAGEMENT PROXY CIRCULAR: 01. ROBERT M. BAYLIS; 02. GLENN J. CHAMANDY; 03. H. GREG CHAMANDY; 04. WILLIAM H. HOUSTON III; 05. PIERRE ROBITAILLE; 06. GERALD H.B. ROSS; 07. RICHARD P. STRUBEL; 08. EDWIN B. 2 AMENDING THE ARTICLES OF THE Mgmt For For CORPORATION IN ORDER TO (I) PROVIDE FOR THE POSSIBILITY OF HOLDING ANNUAL MEETINGS OF SHAREHOLDERS AT PLACES OUTSIDE CANADA AND (II) CHANGE THE PROVINCE OR TERRITORY IN CANADA WHERE THE REGISTERED OFFICE IS TO BE SITUATED FROM MONTREAL URBAN COMMUNITY (PROVINCE OF QU;BEC) TO PROVINCE OF QU;BEC. 3 CONFIRMING THE ENACTMENT OF SPECIAL Mgmt For For BY-LAW 2003-1 TO AMEND BY-LAW ONE TO PROVIDE GREATER FLEXIBILITY TO THE CORPORATION IN CONNECTION WITH THE HOLDING OF MEETINGS OF SHAREHOLDERS BY PERMITTING IT TO HOLD SUCH MEETINGS BY TELEPHONIC, ELECTRONIC OR OTHER COMMUNICATIONS FACILITIES. 4 CONFIRMING THE ADOPTION OF A Mgmt For For RESOLUTION AMENDING THE CORPORATION S STOCK OPTION PLAN TO CHANGE THE NAME OF THE SAID PLAN TO LONG TERM INCENTIVE PLAN AND TO ALLOW THE BOARD OF DIRECTORS OF THE CORPORATION TO GRANT RESTRICTED SHARE UNITS UNDER SAID PLAN. 5 APPOINTMENT OF KPMG LLP AS AUDITORS. Mgmt For For ------------------------------------------------------------------------------------------------------- GLADSTONE COMMERCIAL CORPORATION Agenda: 932134668 CUSIP: 376536108 Meeting Type: Annual Ticker: GOOD Meeting Date: 5/26/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 DAVID GLADSTONE Mgmt For For PAUL W. ADELGREN Mgmt For For JOHN H. OUTLAND Mgmt For For 02 TO APPROVE A CHANGE IN THE COMPANY S Mgmt For For INVESTMENT POLICIES TO PERMIT THE COMPANY TO MAKE LEASES TO EXISTING AND PROSPECTIVE PORTFOLIO COMPANIES OF CURRENT OR FUTURE AFFILIATES OF THE COMPANY, SUCH AS GLADSTONE CAPITAL CORPORATION AND ENTITIES ADVISED BY GLADSTONE MANAGEMENT 03 TO APPROVE AN AMENDMENT TO THE Mgmt Against Against COMPANY S 2003 EQUITY INCENTIVE PLAN TO INCREASE THE AGGREGATE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER SUCH PLAN BY 201,000 SHARES. 04 TO RATIFY THE SELECTION BY THE AUDIT Mgmt For For COMMITTEE OF THE BOARD OF DIRECTORS OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2004. ------------------------------------------------------------------------------------------------------- JOHN H. HARLAND COMPANY Agenda: 932113373 CUSIP: 412693103 Meeting Type: Annual Ticker: JH Meeting Date: 4/22/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 JOHN J. MCMAHON, JR. Mgmt For For LARRY L. PRINCE Mgmt For For JESSE J. SPIKES Mgmt For For ------------------------------------------------------------------------------------------------------- HARRIS & HARRIS GROUP, INC. Agenda: 932142297 CUSIP: 413833104 Meeting Type: Annual Ticker: TINY Meeting Date: 5/12/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 DR. C. WAYNE BARDIN Mgmt For For DR. PHILLIP A. BAUMAN Mgmt For For G. MORGAN BROWNE Mgmt For For DUGALD A. FLETCHER Mgmt For For CHARLES E. HARRIS Mgmt For For DR. K. S. KIRKPATRICK Mgmt For For MARK A. PARSELLS Mgmt For For LORI D. PRESSMAN Mgmt For For CHARLES E. RAMSEY Mgmt For For 01 JAMES E. ROBERTS Mgmt For For 02 TO APPROVE A PROPOSAL TO AUTHORIZE Mgmt For For THE COMPANY TO OFFER LONG- TERM RIGHTS, INCLUDING WARRANTS AND OPTIONS, TO PURCHASE COMMON STOCK AT AN EXERCISE PRICE THAT WILL NOT BE LESS THAN THE GREATER OF THE MARKET VALUE OR THE NET ASSET VALUE PER SHARE AT THE TIME OF ISSUANCE OF THE ------------------------------------------------------------------------------------------------------- HARVEST NATURAL RESOURCES, INC. Agenda: 932131369 CUSIP: 41754V103 Meeting Type: Annual Ticker: HNR Meeting Date: 5/20/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 STEPHEN D. CHESEBRO' Mgmt For For JOHN U. CLARKE Mgmt For For BYRON A. DUNN Mgmt For For H.H. HARDEE Mgmt For For PETER J. HILL Mgmt For For PATRICK M. MURRAY Mgmt For For 02 TO RATIFY THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT ACCOUNTANTS FOR THE YEAR ENDED DECEMBER 31, 2004. 03 TO APPROVE THE HARVEST NATURAL Mgmt For For RESOURCES 2004 LONG TERM INCENTIVE PLAN. ------------------------------------------------------------------------------------------------------- JACK HENRY & ASSOCIATES, INC. Agenda: 932051117 CUSIP: 426281101 Meeting Type: Annual Ticker: JKHY Meeting Date: 10/28/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 J. HENRY Mgmt For For J. HALL Mgmt For For M. HENRY Mgmt For For J. ELLIS Mgmt For For B. GEORGE Mgmt For For G. CURRY Mgmt For For J. MALEKIEL Mgmt For For ------------------------------------------------------------------------------------------------------- HILB, ROGAL AND HAMILTON COMPANY Agenda: 932126902 CUSIP: 431294107 Meeting Type: Annual Ticker: HRH Meeting Date: 5/4/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 J.S.M. FRENCH Mgmt For For ROBERT B. LOCKHART Mgmt For For ANTHONY F. MARKEL Mgmt For For ROBERT S. UKROP Mgmt For For 02 APPROVAL OF AN AMENDMENT TO ARTICLES Mgmt For For OF INCORPORATION 03 APPROVAL OF OUTSIDE DIRECTORS Mgmt For For DEFERRAL PLAN 04 APPROVAL OF EMPLOYEE STOCK PURCHASE Mgmt For For PLAN 05 APPROVAL OF PROPOSAL FOR ADJOURNMENT, Mgmt For For IF NECESSARY ------------------------------------------------------------------------------------------------------- HOMESTORE, INC. Agenda: 932195402 CUSIP: 437852106 Meeting Type: Annual Ticker: HOMS Meeting Date: 6/28/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 WILLIAM E. KELVIE Mgmt For For KENNETH K. KLEIN Mgmt For For ------------------------------------------------------------------------------------------------------- HUDSON HIGHLAND GROUP, INC. Agenda: 932115202 CUSIP: 443792106 Meeting Type: Annual Ticker: HHGP Meeting Date: 4/30/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 JON CHAIT Mgmt For For JENNIFER LAING Mgmt For For NICHOLAS G. MOORE Mgmt For For 02 PROPOSAL TO APPROVE AN AMENDMENT TO Mgmt For For THE HUDSON HIGHLAND GROUP, INC. LONG TERM INCENTIVE PLAN. 03 PROPOSAL TO APPROVE AN AMENDMENT TO Mgmt For For THE HUDSON HIGHLAND GROUP, INC. EMPLOYEE STOCK PURCHASE PLAN. ------------------------------------------------------------------------------------------------------- HUDSON RIVER BANCORP, INC. Agenda: 932028803 CUSIP: 444128102 Meeting Type: Annual Ticker: HRBT Meeting Date: 8/21/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 MARILYN A. HERRINGTON* Mgmt For For RONALD S. TECLER, DMD* Mgmt For For ANTHONY J. MASHUTA** Mgmt For For RICHARD KOSKY* Mgmt For For 02 THE RATIFICATION OF THE APPOINTMENT Mgmt For For OF KPMG LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING MARCH 31, 2004 ------------------------------------------------------------------------------------------------------- HUGHES SUPPLY, INC. Agenda: 932152818 CUSIP: 444482103 Meeting Type: Annual Ticker: HUG Meeting Date: 5/20/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 JOHN D. BAKER II Mgmt For For DALE E. JONES Mgmt For For WILLIAM P. KENNEDY Mgmt For For PATRICK J. KNIPE Mgmt For For 02 IN THEIR DISCRETION, THE PROXIES ARE Mgmt For For AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. ------------------------------------------------------------------------------------------------------- HUMBOLDT BANCORP Agenda: 932059810 CUSIP: 445069107 Meeting Type: Special Ticker: HBEK Meeting Date: 12/15/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 TO APPROVE THE PRINCIPAL TERMS OF THE Mgmt For For MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER, DATED AUGUST 11, 2003, BY AND BETWEEN HUMBOLDT BANCORP AND CALIFORNIA INDEPENDENT BANCORP, PURSUANT TO WHICH CALIFORNIA INDEPENDENT BANCORP WILL MERGE WITH AND INTO HUMBOLDT BANCORP, INCLUDING THE ISSUANCE OF HUMBOLDT BANCORP COMMON STOCK IN CONNECTION WITH THE MERGER. 02 TO APPROVE AN AMENDMENT TO THE Mgmt For For AMENDED AND RESTATED HUMBOLDT BANCORP AND SUBSIDIARIES 2001 EQUITY INCENTIVE PLAN TO EXPAND ELIGIBILITY FOR PARTICIPATION UNDER THE 2001 EQUITY INCENTIVE PLAN TO ALLOW ALL EMPLOYEES AND OFFICERS OF HUMBOLDT BANCORP OR A SUBSIDIARY TO BE ELIGIBLE TO RECEIVE AWARDS UNDER THE 2001 EQUITY INCENTIVE PLAN. ------------------------------------------------------------------------------------------------------- HUTCHINSON TECHNOLOGY INCORPORATED Agenda: 932076157 CUSIP: 448407106 Meeting Type: Annual Ticker: HTCH Meeting Date: 1/28/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 W. THOMAS BRUNBERG Mgmt For For ARCHIBALD COX, JR. Mgmt For For WAYNE M. FORTUN Mgmt For For JEFFREY W. GREEN Mgmt For For RUSSELL HUFFER Mgmt For For R. FREDERICK MCCOY, JR. Mgmt For For WILLIAM T. MONAHAN Mgmt For For RICHARD B. SOLUM Mgmt For For 02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For DELOITTE & TOUCHE LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE 2004 FISCAL YEAR. ------------------------------------------------------------------------------------------------------- HYDRIL COMPANY Agenda: 932138351 CUSIP: 448774109 Meeting Type: Annual Ticker: HYDL Meeting Date: 5/18/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 KENNETH S. MCCORMICK Mgmt For For CHRISTOPHER T. SEAVER Mgmt For For LEW O. WARD Mgmt For For 02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2004. ------------------------------------------------------------------------------------------------------- IHOP CORP. Agenda: 932157731 CUSIP: 449623107 Meeting Type: Annual Ticker: IHP Meeting Date: 5/25/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 FRANK EDELSTEIN Mgmt For For CAROLINE W. NAHAS Mgmt For For RICHARD J. DAHL Mgmt For For 02 PROPOSAL TO APPROVE AND RATIFY THE Mgmt For For APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT ACCOUNTANTS OF THE COMPANY. ------------------------------------------------------------------------------------------------------- ICON PLC Agenda: 932071347 CUSIP: 45103T107 Meeting Type: Annual Ticker: ICLR Meeting Date: 1/12/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- O1 TO RECEIVE THE ACCOUNTS AND REPORTS Mgmt For For O2 TO RE-ELECT MR. LEE JONES Mgmt For For O3 TO RE-ELECT MR. THOMAS LYNCH Mgmt For For O4 TO RE-ELECT MR. SHUJI HIGUCHI Mgmt For For O5 TO AUTHORISE THE FIXING OF THE Mgmt For For AUDITORS REMUNERATION S6 TO AUTHORISE THE COMPANY TO ALLOT Mgmt For For SHARES S7 TO DISAPPLY THE STATUTORY PRE-EMPTION Mgmt For For RIGHTS S8 TO AUTHORISE THE COMPANY TO MAKE Mgmt For For MARKET PURCHASES OF SHARES S9 TO AUTHORISE THE COMPANY TO Mgmt For For COMMUNICATE WITH SHAREHOLDERS VIA ELECTRONIC MEDIA ------------------------------------------------------------------------------------------------------- IDEXX LABORATORIES, INC. Agenda: 932131218 CUSIP: 45168D104 Meeting Type: Annual Ticker: IDXX Meeting Date: 5/19/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 JONATHAN W. AYERS Mgmt For For JAMES L. MOODY, JR. Mgmt For For 02 RATIFICATION OF APPOINTMENT OF Mgmt For For INDEPENDENT AUDITORS. TO RATIFY THE SELECTION BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR THE CURRENT FISCAL YEAR (PROPOSAL ------------------------------------------------------------------------------------------------------- IMCLONE SYSTEMS INCORPORATED Agenda: 932040621 CUSIP: 45245W109 Meeting Type: Annual Ticker: IMCL Meeting Date: 9/15/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 ANDREW G. BODNAR Mgmt For For VINCENT T. DEVITA, JR. Mgmt For For JOHN A. FAZIO Mgmt For For DAVID M. KIES Mgmt For For WILLIAM R. MILLER Mgmt For For 02 APPROVAL OF AN AMENDMENT TO THE Mgmt Against Against IMCLONE SYSTEMS INCORPORATED 2002 STOCK OPTION PLAN (THE 2002 OPTION PLAN) TO INCREASE THE NUMBER OF SHARES AUTHORIZED TO BE ISSUED UNDER THE 2002 OPTION PLAN. 03 APPROVAL OF THE IMCLONE SYSTEMS Mgmt For For INCORPORATED ANNUAL INCENTIVE PLAN. 04 RATIFICATION OF THE APPOINTMENT OF Mgmt For For KPMG LLP TO SERVE AS THE COMPANY S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2003. ------------------------------------------------------------------------------------------------------- IMAGISTICS INTERNATIONAL INC. Agenda: 932114553 CUSIP: 45247T104 Meeting Type: Annual Ticker: IGI Meeting Date: 5/11/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 T. KEVIN DUNNIGAN Mgmt For For JAMES A. THOMAS Mgmt For For RONALD L. TURNER Mgmt For For 02 APPROVAL OF APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS FOR 2004. ------------------------------------------------------------------------------------------------------- INCYTE CORPORATION Agenda: 932142259 CUSIP: 45337C102 Meeting Type: Annual Ticker: INCY Meeting Date: 5/25/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 ROY A. WHITFIELD Mgmt For For PAUL A. FRIEDMAN Mgmt For For BARRY M. ARIKO Mgmt For For 01 JULIAN C. BAKER Mgmt For For PAUL A. BROOKE Mgmt For For FREDERICK B. CRAVES Mgmt For For RICHARD U. DESCHUTTER Mgmt For For 02 TO RATIFY THE APPOINTMENT OF ERNST & Mgmt For For YOUNG LLP AS THE COMPANY S INDEPENDENT AUDITORS. ------------------------------------------------------------------------------------------------------- INDYMAC BANCORP, INC. Agenda: 932104754 CUSIP: 456607100 Meeting Type: Annual Ticker: NDE Meeting Date: 4/28/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 MICHAEL W. PERRY Mgmt For For LOUIS E. CALDERA Mgmt For For LYLE E. GRAMLEY Mgmt For For HUGH M. GRANT Mgmt For For PATRICK C. HADEN Mgmt For For TERRANCE G. HODEL Mgmt For For ROBERT L. HUNT II Mgmt For For JAMES R. UKROPINA Mgmt For For 02 APPROVAL OF THE INDYMAC BANCORP, INC. Mgmt For For 2002 INCENTIVE PLAN, AS AMENDED AND RESTATED. 03 RATIFICATION OF APPOINTMENT OF Mgmt For For INDYMAC S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2004. ------------------------------------------------------------------------------------------------------- INFOSPACE, INC. Agenda: 932112600 CUSIP: 45678T201 Meeting Type: Annual Ticker: INSP Meeting Date: 5/10/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 RICHARD D. HEARNEY Mgmt For For RUFUS W. LUMRY Mgmt For For JAMES F. VOELKER Mgmt For For 02 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. ------------------------------------------------------------------------------------------------------- INNKEEPERS USA TRUST Agenda: 932104350 CUSIP: 4576J0104 Meeting Type: Annual Ticker: KPA Meeting Date: 5/5/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 RANDALL L. CHURCHEY Mgmt For For JACK P. DEBOER Mgmt For For JOEL F. ZEMENS Mgmt For For ------------------------------------------------------------------------------------------------------- INSPIRE PHARMACEUTICALS, INC. Agenda: 932163912 CUSIP: 457733103 Meeting Type: Annual Ticker: ISPH Meeting Date: 6/10/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 CHRISTY L. SHAFFER Mgmt For For RICHARD KENT Mgmt For For 02 RATIFICATION OF THE SELECTION OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. 03 RATIFICATION OF THE AMENDMENT TO THE Mgmt Against Against AMENDED AND RESTATED 1995 STOCK PLAN, AS AMENDED, TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE PURSUANT TO STOCK AWARDS UNDER THE PLAN FROM 6,428,571 TO 7,178,571. ------------------------------------------------------------------------------------------------------- INTEGRATED CIRCUIT SYSTEMS, INC. Agenda: 932051054 CUSIP: 45811K208 Meeting Type: Annual Ticker: ICST Meeting Date: 10/29/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 HOCK E. TAN Mgmt For For NAM P. SUH Mgmt For For ------------------------------------------------------------------------------------------------------- INTERMUNE, INC. Agenda: 932158935 CUSIP: 45884X103 Meeting Type: Annual Ticker: ITMN Meeting Date: 5/27/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 MICHAEL L. SMITH Mgmt For For DANIEL G. WELCH Mgmt For For 02 TO APPROVE AN AMENDMENT TO THE Mgmt For For COMPANY S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK FROM 51,000,000 SHARES TO 70,000,000 03 TO APPROVE THE AMENDMENT AND Mgmt Against Against RESTATEMENT OF THE COMPANY S 2000 EQUITY INCENTIVE PLAN, INCLUDING AN INCREASE IN THE AGGREGATE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER THE PLAN BY 1,000,000 SHARES. 04 TO APPROVE THE AMENDMENT AND Mgmt For For RESTATEMENT OF THE COMPANY S 2000 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN, AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 05 TO RATIFY THE SELECTION BY THE AUDIT Mgmt For For COMMITTEE OF THE BOARD OF DIRECTORS, OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2004. ------------------------------------------------------------------------------------------------------- INTEROIL CORPORATION Agenda: 932041421 CUSIP: 460951106 Meeting Type: Special Ticker: IOLCF Meeting Date: 9/11/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 APPROVING THE ISSUANCES OF 862,500 Mgmt For For COMMON SHARES IN THE CORPORATION IN A PRIVATE PLACEMENT COMPLETED FEBRUARY 7, 2003. 02 APPROVING THE ISSUANCES OF 755,000 Mgmt For For COMMON SHARES IN CAPITAL OF THE CORPORATION IN A PRIVATE PLACEMENT COMPLETED APRIL 29, 2003. 03 APPROVING THE ISSUANCES OF RIGHTS Mgmt For For CONVERTIBLE INTO UP TO 683,825 OF COMMON SHARES IN THE CAPITAL OF THE CORPORATION. 04 APPROVING THE ISSUANCES OF RIGHTS Mgmt For For CONVERTIBLE INTO UP TO 717,850 OF COMMON SHARES IN THE CAPITAL OF THE CORPORATION. 05 APPROVING, FOR THE PURPOSES OF Mgmt For For LISTING RULE 7.1 OF THE LISTING RULES OF THE AUSTRALIAN STOCK EXCHANGE, THE ISSUE OF UP TO 2,200,000 FULLY PAID COMMON SHARES IN EXCHANGE FOR UP TO 2,200,000 SUBSCRIPTION RECEIPTS ON A PRIVATE PLACEMENT BASIS. 06 APPROVING, FOR THE PURPOSES OF Mgmt For For LISTING RULE 7.1 OF THE LISTING RULES OF THE AUSTRALIAN STOCK EXCHANGE, THE ISSUANCE OF FURTHER SECURITIES OF UP TO 1,000,000 COMMON SHARES IN THE THREE MONTHS FOLLOWING THE DATE OF THE MEETING. ------------------------------------------------------------------------------------------------------- IONICS, INCORPORATED Agenda: 932085233 CUSIP: 462218108 Meeting Type: Special Ticker: ION Meeting Date: 2/11/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 TO APPROVE ISSUANCE OF UP TO Mgmt For For 4,905,660 SHARES OF IONICS COMMON STOCK IN CONNECTION WITH IONICS PROPOSED ACQUISITION OF THE ECOLOCHEM 02 TO APPROVE AN AMENDMENT TO IONICS Mgmt For For ARTICLES OF ORGANIZATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 55,000,000 TO 100,000,000. 03 TO APPROVE AN AMENDMENT TO THE IONICS Mgmt Against Against 1997 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE THEREUNDER BY 1,200,000 SHARES. 04 TO APPROVE AN AMENDMENT TO THE IONICS Mgmt For For 1997 STOCK INCENTIVE PLAN TO AUTHORIZE GRANTS OF RESTRICTED STOCK ------------------------------------------------------------------------------------------------------- IPAYMENT, INC. Agenda: 932178999 CUSIP: 46262E105 Meeting Type: Annual Ticker: IPMT Meeting Date: 6/10/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 PETER Y. CHUNG Mgmt For For GREGORY S. DAILY Mgmt For For JOHN C. HARRISON Mgmt For For J. DONALD MCLEMORE, JR. Mgmt For For JENNIE CARTER THOMAS Mgmt For For DAVID T. VANDEWATER Mgmt For For CLAY M. WHITSON Mgmt For For DAVID M. WILDS Mgmt For For 02 THE RATIFICATION OF THE SELECTION OF Mgmt For For ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR 2004. ------------------------------------------------------------------------------------------------------- IVANHOE MINES LTD. Agenda: 932155232 CUSIP: 46579N103 Meeting Type: Annual Ticker: HUGO Meeting Date: 6/10/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 THE ORDINARY RESOLUTION TO RATIFY Mgmt no action AMENDMENTS TO BY-LAW NO. 1 OF THE CORPORATION, WHICH AMENDMENTS (A) INCREASE THE QUORUM REQUIREMENTS FOR MEETINGS OF SHAREHOLDERS IN ACCORDANCE WITH NASDAQ STOCK MARKET INC. REQUIREMENTS; AND (B) SET THE NUMBER OF POSITIONS, WITHIN THE MINIMUM AND MAXIMUM NUMBER OF DIRECTORS PRESCRIBED BY THE ARTICLES OF THE CORPORATION, THAT ARE OPEN FOR ELECTION AT AN ANNUAL MEETING OF THE SHAREHOLDERS OF THE CORPORATION. 02 THE ORDINARY RESOLUTION TO APPROVE Mgmt no action THE ISSUANCE OF UP TO 50 MILLION EQUITY SECURITIES (IN ADDITION TO ANY OTHER SECURITIES ISSUABLE WITHOUT SHAREHOLDER APPROVAL IN COMPLIANCE WITH THE AUSTRALIAN STOCK EXCHANGE (ASX) LISTING RULES) TO SUCH ALLOTTEES AND AT SUCH ISSUE PRICE(S) DETERMINED BY THE DIRECTORS AS SET OUT IN THE MANAGEMENT PROXY CIRCULAR, SUCH ISSUE(S) TO TAKE PLACE, SUBJECT TO ANY APPLICABLE ASX WAIVER, DURING THE PERIOD FROM THE DATE OF THE MEETING UNTIL THE DATE OF THE CORPORATION S ANNUAL GENERAL MEETING 03 THE SPECIAL RESOLUTION TO APPROVE THE Mgmt no action AMENDMENT TO THE ARTICLES OF THE CORPORATION TO INCREASE THE MAXIMUM NUMBER OF DIRECTORS TO 12 DIRECTORS. 04 ROBERT M. FRIEDLAND Mgmt no action R. EDWARD FLOOD Mgmt no action KJELD THYGESEN Mgmt no action GORDON L. TOLL Mgmt no action ROBERT HANSON Mgmt no action JOHN WEATHERALL Mgmt no action MARKUS FABER Mgmt no action JOHN MACKEN Mgmt no action DAVID HUBERMAN Mgmt no action 05 TO APPOINT DELOITTE & TOUCHE, Mgmt no action CHARTERED ACCOUNTANTS, AS AUDITORS OF THE CORPORATION AT A REMUNERATION TO BE FIXED BY THE BOARD OF DIRECTORS. ------------------------------------------------------------------------------------------------------- JOURNAL COMMUNICATIONS, INC. Agenda: 932116608 CUSIP: 481130102 Meeting Type: Annual Ticker: JRN Meeting Date: 4/29/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 DON H. DAVIS, JR. Mgmt For For DAVID G. MEISSNER Mgmt For For 02 PROPOSAL TO APPROVE AN AMENDMENT TO Mgmt For For THE ARTICLES OF INCORPORATION TO ALLOW TRANSFERS OF CLASS B COMMON STOCK DIRECTLY TO CERTAIN CHARITIES. 03 PROPOSAL TO APPROVE AN AMENDMENT TO Mgmt For For THE ARTICLES OF INCORPORATION TO PROVIDE FOR AUTOMATIC CONVERSION OF CLASS B COMMON STOCK HELD BY OR TRANSFERRED TO CERTAIN CHARITIES INTO CLASS A COMMON STOCK. ------------------------------------------------------------------------------------------------------- KFX INC. Agenda: 932154393 CUSIP: 48245L107 Meeting Type: Annual Ticker: KFX Meeting Date: 5/20/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 STANFORD M. ADELSTEIN Mgmt For For MARK S. SEXTON Mgmt For For RICHARD S. SPENCER III Mgmt For For 02 RATIFICATION OF SELECTION OF DELOITTE Mgmt For For & TOUCHE LLP AS OUR INDEPENDENT ACCOUNTANTS. ------------------------------------------------------------------------------------------------------- THE KNOT, INC. Agenda: 932145899 CUSIP: 499184109 Meeting Type: Annual Ticker: KNOT Meeting Date: 5/13/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 JOSEPH BREHOB Mgmt For For SANDRA STILES Mgmt For For 02 RATIFICATION OF INDEPENDENT AUDITORS: Mgmt For For TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. ------------------------------------------------------------------------------------------------------- KROLL, INC. Agenda: 932165877 CUSIP: 501049100 Meeting Type: Annual Ticker: KROL Meeting Date: 5/26/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 MICHAEL G. CHERKASKY Mgmt For For SIMON V. FREAKLEY Mgmt For For RAYMOND E. MABUS Mgmt For For JOSEPH R. WRIGHT Mgmt For For 02 APPROVAL OF THE KROLL INC. 2004 Mgmt Against Against INCENTIVE COMPENSATION PLAN, AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. 03 RATIFICATION OF THE APPOINTMENT OF Mgmt For For DELOITTE & TOUCHE LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR KROLL FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004, AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. ------------------------------------------------------------------------------------------------------- LKQ CORP. Agenda: 932137880 CUSIP: 501889208 Meeting Type: Annual Ticker: LKQX Meeting Date: 5/10/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 A. CLINTON ALLEN Mgmt For For ROBERT M. DEVLIN Mgmt For For DONALD F. FLYNN Mgmt For For JOSEPH M. HOLSTEN Mgmt For For PAUL M. MEISTER Mgmt For For JOHN F. O'BRIEN Mgmt For For WILLIAM M. WEBSTER, IV Mgmt For For 02 THE RATIFICATION OF THE APPOINTMENT Mgmt For For OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS OF LKQ CORPORATION FOR THE FISCAL YEAR ------------------------------------------------------------------------------------------------------- LAWSON SOFTWARE, INC. Agenda: 932052311 CUSIP: 520780107 Meeting Type: Annual Ticker: LWSN Meeting Date: 10/30/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 JOHN J. COUGHLAN Mgmt For For DAVID J. ESKRA Mgmt For For 01 DAVID R. HUBERS Mgmt For For THOMAS G. HUDSON Mgmt For For RICHARD D. KREYSAR Mgmt For For DAVID S.B. LANG Mgmt For For H. RICHARD LAWSON Mgmt For For MICHAEL A. ROCCA Mgmt For For 02 PROPOSAL TO RATIFY AND APPROVE THE Mgmt For For APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING MAY 31, 2004. ------------------------------------------------------------------------------------------------------- LIFEPOINT HOSPITALS, INC. Agenda: 932162972 CUSIP: 53219L109 Meeting Type: Annual Ticker: LPNT Meeting Date: 6/15/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 DEWITT EZELL, JR. Mgmt For For WILLIAM V. LAPHAM Mgmt For For 02 APPROVAL OF THE AMENDMENT TO THE Mgmt For For COMPANY S 1998 LONG-TERM INCENTIVE PLAN. 03 APPROVAL OF THE AMENDMENT TO THE Mgmt For For COMPANY S OUTSIDE DIRECTORS STOCK AND INCENTIVE COMPENSATION PLAN. 04 APPROVAL OF THE COMPANY S EXECUTIVE Mgmt For For PERFORMANCE INCENTIVE PLAN. 05 RATIFICATION OF THE APPOINTMENT OF Mgmt For For ERNST & YOUNG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR 2004. ------------------------------------------------------------------------------------------------------- LINCOLN ELECTRIC HOLDINGS, INC. Agenda: 932124364 CUSIP: 533900106 Meeting Type: Annual Ticker: LECO Meeting Date: 4/29/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 RANKO CUCUZ Mgmt For For KATHRYN JO LINCOLN Mgmt For For ANTHONY A. MASSARO Mgmt For For GEORGE H. WALLS, JR. Mgmt For For 02 RATIFICATION OF INDEPENDENT AUDITORS. Mgmt For For ------------------------------------------------------------------------------------------------------- LIONS GATE ENTERTAINMENT CORP. Agenda: 932041130 CUSIP: 535919203 Meeting Type: Special Ticker: LGF Meeting Date: 9/10/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 MICHAEL BURNS Mgmt For For DREW CRAIG Mgmt For For ARTHUR EVRENSEL Mgmt For For JON FELTHEIMER Mgmt For For GORDON KEEP Mgmt For For MORLEY KOFFMAN Mgmt For For PATRICK LAVELLE Mgmt For For ANDRE LINK Mgmt For For HARALD LUDWIG Mgmt For For GARY NEWTON Mgmt For For G. SCOTT PATERSON Mgmt For For JEFF SAGANSKY Mgmt For For HARRY SLOAN Mgmt For For MITCHELL WOLFE Mgmt For For 02 PROPOSAL TO ADOPT AN AMENDMENT TO THE Mgmt For For ARTICLES OF THE COMPANY. 03 PROPOSAL TO RATIFY THE RE-APPOINTMENT Mgmt For For OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITORS FOR THE COMPANY. 04 PROPOSAL TO INCREASE OF THE NUMBER OF Mgmt For For COMMON SHARES RESERVED FOR ISSUANCE UNDER OUR EMPLOYEES AND DIRECTORS EQUITY INCENTIVE PLAN BY 1,068,750 COMMON SHARES. ------------------------------------------------------------------------------------------------------- LITHIA MOTORS, INC. Agenda: 932129376 CUSIP: 536797103 Meeting Type: Annual Ticker: LAD Meeting Date: 4/29/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 SIDNEY B. DEBOER Mgmt For For R. BRADFORD GRAY Mgmt For For GERALD F. TAYLOR Mgmt For For M.L. DICK HEIMANN Mgmt For For WILLIAM J. YOUNG Mgmt For For THOMAS BECKER Mgmt For For PHILIP J. ROMERO Mgmt For For 02 TO APPROVE THE AMENDMENT TO THE 2003 Mgmt For For STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES ISSUABLE UNDER THE PLAN FROM 1.2 MILLION TO 2.2 MILLION. 03 TO APPROVE THE AMENDMENT TO THE Mgmt For For LITHIA MOTORS, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES ISSUABLE UNDER THE PLAN FROM 1.5 MILLION TO 1.75 04 TO APPROVE AMENDMENTS TO THE LITHIA Mgmt For For MOTORS, INC. EXECUTIVE BONUS PLAN. ------------------------------------------------------------------------------------------------------- LITTELFUSE, INC. Agenda: 932118145 CUSIP: 537008104 Meeting Type: Annual Ticker: LFUS Meeting Date: 4/30/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 HOWARD B. WITT Mgmt For For JOHN P. DRISCOLL Mgmt For For ANTHONY GRILLO Mgmt For For GORDON HUNTER Mgmt For For BRUCE A. KARSH Mgmt For For JOHN E. MAJOR Mgmt For For RONALD L. SCHUBEL Mgmt For For 02 APPROVAL AND RATIFICATION OF THE Mgmt For For DIRECTORS APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JANUARY 1, 2005. ------------------------------------------------------------------------------------------------------- MGI PHARMA, INC. Agenda: 932115163 CUSIP: 552880106 Meeting Type: Annual Ticker: MOGN Meeting Date: 5/11/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 ANDREW J. FERRARA Mgmt For For GILLA KAPLAN, PH.D. Mgmt For For EDWARD W. MEHRER Mgmt For For HUGH E. MILLER Mgmt For For LEON O. MOULDER, JR. Mgmt For For LEE J. SCHROEDER Mgmt For For DAVID B. SHARROCK Mgmt For For WANETA C. TUTTLE, PH.D. Mgmt For For ARTHUR L. WEAVER, M.D. Mgmt For For 02 TO AMEND THE 1997 STOCK INCENTIVE Mgmt Against Against PLAN TO EXTEND THE TERM OF THIS PLAN THROUGH MAY 31, 2008 AND TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR AWARDS GRANTED UNDER THE PLAN BY 2,055,000 SHARES. 03 TO AMEND THE AMENDED AND RESTATED Mgmt For For EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES WHICH MAY BE PURCHASED UNDER THE PLAN BY 500,000 SHARES. 04 TO RATIFY THE APPOINTMENT OF KPMG LLP Mgmt For For AS INDEPENDENT AUDITORS FOR THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. ------------------------------------------------------------------------------------------------------- MKS INSTRUMENTS, INC. Agenda: 932138173 CUSIP: 55306N104 Meeting Type: Annual Ticker: MKSI Meeting Date: 5/13/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 JAMES G. BERGES Mgmt For For RICHARD S. CHUTE Mgmt For For OWEN W. ROBBINS Mgmt For For 02 TO APPROVE THE COMPANY S 2004 STOCK Mgmt Against Against INCENTIVE PLAN. 03 TO APPROVE AN AMENDMENT TO THE Mgmt For For COMPANY S AMENDED AND RESTATED 1997 DIRECTOR STOCK OPTION PLAN INCREASING THE NUMBER OF SHARES AVAILABLE THEREUNDER FROM 300,000 SHARES TO 04 TO APPROVE AN AMENDMENT TO THE Mgmt For For COMPANY S SECOND RESTATED 1999 EMPLOYEE STOCK PURCHASE PLAN INCREASING THE NUMBER OF SHARES AVAILABLE THEREUNDER FROM 700,000 05 TO APPROVE AN AMENDMENT TO THE Mgmt For For COMPANY S RESTATED INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN INCREASING THE NUMBER OF SHARES AVAILABLE THEREUNDER FROM 75,000 06 TO RATIFY THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2004. ------------------------------------------------------------------------------------------------------- MSC INDUSTRIAL DIRECT CO., INC. Agenda: 932075066 CUSIP: 553530106 Meeting Type: Annual Ticker: MSM Meeting Date: 1/6/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 MITCHELL JACOBSON Mgmt For For DAVID SANDLER Mgmt For For CHARLES BOEHLKE Mgmt For For ROGER FRADIN Mgmt For For DENIS KELLY Mgmt For For RAYMOND LANGTON Mgmt For For PHILIP PELLER Mgmt For For 02 TO CONSIDER AND ACT UPON A PROPOSAL Mgmt For For TO APPROVE AN AMENDMENT TO THE COMPANY S 1995 RESTRICTED STOCK PLAN. 03 TO CONSIDER AND ACT UPON A PROPOSAL Mgmt For For TO APPROVE AN AMENDMENT TO THE COMPANY S 1995 STOCK OPTION PLAN. 04 TO CONSIDER AND ACT UPON A PROPOSAL Mgmt For For TO APPROVE AN AMENDMENT TO THE COMPANY S 1998 STOCK OPTION PLAN. 05 TO CONSIDER AND ACT UPON A PROPOSAL Mgmt For For TO APPROVE AN AMENDMENT TO THE COMPANY S 2001 STOCK OPTION PLAN. 06 TO CONSIDER AND ACT UPON A PROPOSAL Mgmt For For TO APPROVE AN AMENDMENT TO THE COMPANY S ASSOCIATE STOCK PURCHASE 07 TO CONSIDER AND ACT UPON A PROPOSAL Mgmt For For TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR 2004. ------------------------------------------------------------------------------------------------------- MACROMEDIA, INC. Agenda: 932009257 CUSIP: 556100105 Meeting Type: Annual Ticker: MACR Meeting Date: 7/24/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 ROBERT K. BURGESS Mgmt For For JOHN (IAN) GIFFEN Mgmt For For WILLIAM H. HARRIS, JR. Mgmt For For ROBERT A. KOTICK Mgmt For For DONALD L. LUCAS Mgmt For For TIMOTHY O'REILLY Mgmt For For WILLIAM B. WELTY Mgmt For For 02 ADOPTION OF THE COMPANY S 2003 Mgmt For For EMPLOYEE STOCK PURCHASE PLAN 03 RATIFICATION OF SELECTION OF KPMG LLP Mgmt For For AS THE COMPANY S INDEPENDENT ------------------------------------------------------------------------------------------------------- MANHATTAN ASSOCIATES, INC. Agenda: 932164027 CUSIP: 562750109 Meeting Type: Annual Ticker: MANH Meeting Date: 5/21/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 JOHN J. HUNTZ, JR. Mgmt For For THOMAS E. NOONAN Mgmt For For 02 APPROVAL OF THE APPOINTMENT OF ERNST Mgmt For For & YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. ------------------------------------------------------------------------------------------------------- MASONITE INTERNATIONAL CORPORATION Agenda: 932129629 CUSIP: 575384102 Meeting Type: Annual Ticker: MHM Meeting Date: 5/3/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 HOWARD L. BECK Mgmt For For JOHN J. BERTON Mgmt For For JOHN M. CASSADAY Mgmt For For PETER A. CROSSGROVE Mgmt For For FREDRIK S. EATON Mgmt For For ALAN R. MCFARLAND Mgmt For For PHILIP S. ORSINO Mgmt For For JOSEPH L. ROTMAN Mgmt For For SAUL M. SPEARS Mgmt For For 02 THE APPOINTMENT OF AUDITORS. Mgmt For For ------------------------------------------------------------------------------------------------------- MATRIXONE, INC. Agenda: 932054707 CUSIP: 57685P304 Meeting Type: Annual Ticker: MONE Meeting Date: 11/7/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 W. PATRICK DECKER Mgmt For For JAMES F. MORGAN Mgmt For For 02 TO APPROVE AND ADOPT AN AMENDMENT TO Mgmt Against Against THE COMPANY S AMENDED AND RESTATED 1999 STOCK PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK THAT MAY BE ISSUED PURSUANT TO THE AMENDED AND RESTATED 1999 STOCK PLAN BY 2,000,000 SHARES TO 8,000,000 SHARES OF COMMON STOCK IN THE 03 TO APPROVE AND ADOPT AN AMENDMENT TO Mgmt For For THE COMPANY S 2000 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK THAT MAY BE ISSUED PURSUANT TO THE 2000 EMPLOYEE STOCK PURCHASE PLAN BY 650,000 SHARES TO 2,000,000 SHARES OF COMMON STOCK IN THE AGGREGATE. 04 TO RATIFY THE SELECTION OF ERNST & Mgmt For For YOUNG LLP TO SERVE AS THE COMPANY S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JULY 3, 2004. ------------------------------------------------------------------------------------------------------- MEDICIS PHARMACEUTICAL CORPORATION Agenda: 932059581 CUSIP: 584690309 Meeting Type: Annual Ticker: MRX Meeting Date: 11/19/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 ARTHUR G. ALTSCHUL, JR. Mgmt For For PHILIP S. SCHEIN, M.D. Mgmt For For 02 TO APPROVE AN AMENDED AND RESTATED Mgmt For For CERTIFICATE OF INCORPORATION THAT INCREASES THE NUMBER OF AUTHORIZED SHARES OF CLASS A COMMON STOCK FROM 50,000,000 SHARES TO 150,000,000 SHARES. 03 TO RATIFY THE APPOINTMENT OF ERNST & Mgmt For For YOUNG LLP AS INDEPENDENT AUDITORS. ------------------------------------------------------------------------------------------------------- MEDSOURCE TECHNOLOGIES, INC. Agenda: 932054341 CUSIP: 58505Y103 Meeting Type: Annual Ticker: MEDT Meeting Date: 11/4/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 JOHN W. GALIARDO Mgmt For For CARL S. SLOANE Mgmt For For 02 PROPOSAL TO RATIFY AND APPROVE THE Mgmt For For APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, ------------------------------------------------------------------------------------------------------- MENTOR GRAPHICS CORPORATION Agenda: 932141384 CUSIP: 587200106 Meeting Type: Annual Ticker: MENT Meeting Date: 5/19/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 PETER L. BONFIELD Mgmt For For MARSHA B. CONGDON Mgmt For For JAMES R. FIEBIGER Mgmt For For GREGORY K. HINCKLEY Mgmt For For KEVIN C. MCDONOUGH Mgmt For For PATRICK B. MCMANUS Mgmt For For WALDEN C. RHINES Mgmt For For FONTAINE K. RICHARDSON Mgmt For For 02 PROPOSAL TO AMEND THE COMPANY S 1989 Mgmt For For EMPLOYEE STOCK PURCHASE PLAN. 03 PROPOSAL TO APPROVE THE COMPANY S Mgmt For For FOREIGN SUBSIDIARY EMPLOYEE STOCK PURCHASE PLAN. 04 PROPOSAL TO AMEND THE COMPANY S 1982 Mgmt For For STOCK OPTION PLAN. 05 PROPOSAL TO AMEND ARTICLE III OF THE Mgmt For For COMPANY S 1987 RESTATED ARTICLES OF INCORPORATION, AS AMENDED. ------------------------------------------------------------------------------------------------------- MICHAELS STORES, INC. Agenda: 932169180 CUSIP: 594087108 Meeting Type: Annual Ticker: MIK Meeting Date: 6/17/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 CHARLES J. WYLY, JR. Mgmt For For SAM WYLY Mgmt For For RICHARD E. HANLON Mgmt For For RICHARD C. MARCUS Mgmt For For LIZ MINYARD Mgmt For For CECE SMITH Mgmt For For 02 RATIFICATION OF THE AUDIT COMMITTEE S Mgmt For For SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT AUDITORS FOR FISCAL 03 ADOPTION OF THE AMENDMENT TO THE Mgmt For For RESTATED CERTIFICATE OF ------------------------------------------------------------------------------------------------------- HERMAN MILLER, INC. Agenda: 932043451 CUSIP: 600544100 Meeting Type: Annual Ticker: MLHR Meeting Date: 9/29/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 DOUGLAS D. FRENCH Mgmt For For JAMES R. KACKLEY Mgmt For For THOMAS C. PRATT Mgmt For For MICHAEL A. VOLKEMA Mgmt For For 02 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING MAY 29, 2004. ------------------------------------------------------------------------------------------------------- ROBERT MONDAVI CORPORATION Agenda: 932065027 CUSIP: 609200100 Meeting Type: Annual Ticker: MOND Meeting Date: 12/12/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 PHILIP GREER Mgmt For For ANTHONY GREENER Mgmt For For JOHN M. THOMPSON Mgmt For For 02 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR. 03 TO APPROVE AN AMENDMENT TO THE 1993 Mgmt For For EQUITY INCENTIVE PLAN TO RESERVE AN ADDITIONAL 900,000 SHARES OF CLASS A COMMON STOCK FOR ISSUANCE UNDER THAT PLAN. ------------------------------------------------------------------------------------------------------- NPS PHARMACEUTICALS, INC. Agenda: 932151436 CUSIP: 62936P103 Meeting Type: Annual Ticker: NPSP Meeting Date: 5/20/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 SANTO J. COSTA Mgmt For For JOHN R. EVANS Mgmt For For JAMES G. GRONINGER Mgmt For For HUNTER JACKSON Mgmt For For JOSEPH KLEIN III Mgmt For For DONALD E. KUHLA Mgmt For For THOMAS N. PARKS Mgmt For For 01 CALVIN R. STILLER Mgmt For For PETER G. TOMBROS Mgmt For For 02 TO RATIFY THE SELECTION OF KPMG LLP Mgmt For For AS INDEPENDENT AUDITORS OF THE COMPANY FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2004. ------------------------------------------------------------------------------------------------------- NPS PHARMACEUTICALS, INC. Agenda: 932031494 CUSIP: 62936P103 Meeting Type: Annual Ticker: NPSP Meeting Date: 8/21/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 SANTO J. COSTA Mgmt For For JOHN R. EVANS Mgmt For For JAMES G. GRONINGER Mgmt For For HUNTER JACKSON Mgmt For For JOSEPH KLEIN III Mgmt For For DONALD E. KUHLA Mgmt For For THOMAS N. PARKS Mgmt For For CALVIN STILLER Mgmt For For PETER G. TOMBROS Mgmt For For 02 TO AMEND THE COMPANY S CERTIFICATE OF Mgmt For For INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK FROM 45,000,000 TO 105,000,000 SHARES. 03 TO INCREASE BY 1,600,000 SHARES THE Mgmt For For AGGREGATE NUMBER OF SHARES OF COMMON STOCK FOR WHICH OPTIONS MAY BE GRANTED UNDER THE COMPANY S 1998 STOCK OPTION PLAN. 04 TO INCREASE BY 75,000 SHARES THE Mgmt For For AGGREGATE NUMBER OF SHARES OF COMMON STOCK FOR WHICH OPTIONS MAY BE GRANTED UNDER THE COMPANY S 1994 EMPLOYEE STOCK PURCHASE PLAN AND TO EXTEND THE TERMINATION DATE OF THE PLAN TO JANUARY 6, 2009. 05 TO RATIFY THE SELECTION OF KPMG LLP Mgmt For For AS INDEPENDENT AUDITORS OF THE COMPANY FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2003. ------------------------------------------------------------------------------------------------------- NATIONAL INSTRUMENTS CORPORATION Agenda: 932125669 CUSIP: 636518102 Meeting Type: Annual Ticker: NATI Meeting Date: 5/11/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 JAMES J. TRUCHARD Mgmt For For CHARLES J. ROESSLEIN Mgmt For For 02 PROPOSAL TO AMEND AND RESTATE THE Mgmt For For COMPANY S 1994 INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE THEREUNDER 750,000 SHARES TO AN AGGREGATE OF 16,950,000 SHARES AND TO EXTEND THE TERMINATION DATE OF THE PLAN BY ONE ------------------------------------------------------------------------------------------------------- NEUROCRINE BIOSCIENCES, INC. Agenda: 932156373 CUSIP: 64125C109 Meeting Type: Annual Ticker: NBIX Meeting Date: 5/26/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 RICHARD F. POPS Mgmt For For STEPHEN A. SHERWIN, MD Mgmt For For 02 TO RATIFY THE APPOINTMENT OF ERNST & Mgmt For For YOUNG LLP AS THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 03 TO APPROVE AN AMENDMENT TO THE Mgmt For For COMPANY S 2003 INCENTIVE STOCK PLAN INCREASING THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE FROM 1,100,000 TO 2,300,000 SHARES. ------------------------------------------------------------------------------------------------------- NEWPARK RESOURCES, INC. Agenda: 932153327 CUSIP: 651718504 Meeting Type: Annual Ticker: NR Meeting Date: 6/9/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 JERRY W. BOX Mgmt For For W. THOMAS BALLANTINE Mgmt For For JAMES D. COLE Mgmt For For DAVID P. HUNT Mgmt For For ALAN J. KAUFMAN Mgmt For For JAMES H. STONE Mgmt For For ROGER C. STULL Mgmt For For F. WALKER TUCEI, JR. Mgmt For For 02 PROPOSAL TO ADOPT THE 2004 NON- Mgmt For For EMPLOYEE DIRECTORS STOCK OPTION 03 PROPOSAL TO RATIFY THE SELECTION OF Mgmt For For AUDITORS. ------------------------------------------------------------------------------------------------------- NEXMED, INC. Agenda: 932157589 CUSIP: 652903105 Meeting Type: Annual Ticker: NEXM Meeting Date: 5/24/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 SAMI A. HASHIM, M.D. Mgmt For For MARTIN R. WADE III Mgmt For For 02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY. ------------------------------------------------------------------------------------------------------- NEXTEL PARTNERS, INC. Agenda: 932143794 CUSIP: 65333F107 Meeting Type: Annual Ticker: NXTP Meeting Date: 5/18/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 ADAM ARON Mgmt For For JOHN CHAPPLE Mgmt For For STEVEN B. DODGE Mgmt For For TIMOTHY DONAHUE Mgmt For For CAROLINE H. RAPKING Mgmt For For JAMES N. PERRY, JR. Mgmt For For DENNIS M. WEIBLING Mgmt For For 02 TO RATIFY THE APPOINTMENT BY THE Mgmt For For AUDIT COMMITTEE OF KPMG LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 03 TO APPROVE AN AMENDMENT TO THE Mgmt For For COMPANY S STOCK OPTION PLAN TO INCREASE THE NUMBER OF SHARES OF CLASS A COMMON STOCK RESERVED UNDER THE PLAN BY 6,000,000 FROM 28,545,354 TO 34,545,354. 04 TO APPROVE AMENDMENTS TO THE COMPANY S Mgmt For For RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE AGGREGATE NUMBER OF AUTHORIZED SHARES OF THE COMPANY S CAPITAL STOCK FROM 713,110,000 TO 1,213,110,000, INCLUDING AN INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK AND AN INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF CLASS B 05 TO APPROVE AN AMENDMENT TO THE Mgmt Against Against COMPANY S RESTATED CERTIFICATE OF INCORPORATION TO GRANT THE BOARD OF DIRECTORS THE AUTHORITY TO ADOPT, AMEND OR REPEAL THE COMPANY S BYLAWS WITHOUT STOCKHOLDER APPROVAL. ------------------------------------------------------------------------------------------------------- O'CHARLEY'S INC. Agenda: 932151234 CUSIP: 670823103 Meeting Type: Annual Ticker: CHUX Meeting Date: 5/13/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 WILLIAM F. ANDREWS Mgmt For For JOHN E. STOKELY Mgmt For For H. STEVE TIDWELL Mgmt For For ------------------------------------------------------------------------------------------------------- OSI PHARMACEUTICALS, INC. Agenda: 932090068 CUSIP: 671040103 Meeting Type: Annual Ticker: OSIP Meeting Date: 3/17/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 ROBERT A. INGRAM Mgmt For For COLIN GODDARD, PH.D. Mgmt For For EDWIN A. GEE, PH.D. Mgmt For For MICHAEL ATIEH Mgmt For For G. MORGAN BROWNE Mgmt For For DARYL K. GRANNER, M.D. Mgmt For For WALTER M LOVENBERG, PHD Mgmt For For VIREN MEHTA Mgmt For For SIR MARK RICHMOND, PHD Mgmt For For JOHN P. WHITE Mgmt For For 02 PROPOSAL TO ADOPT THE OSI Mgmt Against Against PHARMACEUTICALS, INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN. 03 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For KPMG LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE CORPORATION FOR THE FISCAL YEAR ENDING SEPTEMBER 30, ------------------------------------------------------------------------------------------------------- 1-800-FLOWERS.COM, INC. Agenda: 932060510 CUSIP: 68243Q106 Meeting Type: Annual Ticker: FLWS Meeting Date: 12/2/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 JEFFREY C. WALKER Mgmt For For 01 KEVIN J. O'CONNOR Mgmt For For 02 TO APPROVE THE SECTION 16 EXECUTIVE Mgmt For For OFFICERS BONUS PLAN 03 TO APPROVE THE 2003 LONG TERM Mgmt Against Against INCENTIVE AND SHARE AWARD PLAN 04 RATIFICATION OF INDEPENDENT AUDITORS Mgmt For For - PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG LLP, INDEPENDENT PUBLIC ACCOUNTANTS, AS AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING JUNE 27, 2004 AS DESCRIBED IN THE PROXY STATEMENT. ------------------------------------------------------------------------------------------------------- ONYX PHARMACEUTICALS, INC. Agenda: 932167338 CUSIP: 683399109 Meeting Type: Annual Ticker: ONXX Meeting Date: 6/23/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 NICOLE VITULLO Mgmt For For 02 TO APPROVE AN AMENDMENT TO THE Mgmt Against Against COMPANY S 1996 EQUITY INCENTIVE PLAN TO INCREASE THE AGGREGATE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER THE PLAN BY 600,000 SHARES. 03 TO APPROVE AN AMENDMENT TO THE Mgmt Against Against COMPANY S 1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK SUBJECT TO THE ANNUAL OPTION GRANT TO EACH NON-EMPLOYEE DIRECTOR UNDER THE PLAN TO 10,000 SHARES FROM 5,000 04 TO RATIFY SELECTION OF ERNST & YOUNG Mgmt For For LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2004. ------------------------------------------------------------------------------------------------------- ORBITZ, INC. Agenda: 932149758 CUSIP: 68556Y100 Meeting Type: Annual Ticker: ORBZ Meeting Date: 6/2/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 DENISE K. FLETCHER Mgmt For For 02 APPROVAL OF KPMG LLP AS AUDITORS OF Mgmt For For THE COMPANY FOR 2004. ------------------------------------------------------------------------------------------------------- OVERNITE CORP Agenda: 932173482 CUSIP: 690322102 Meeting Type: Annual Ticker: OVNT Meeting Date: 6/24/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 THOMAS N. ALLEN Mgmt For For THOMAS J. DONOHUE, JR. Mgmt For For CHARLES H. FOSTER, JR. Mgmt For For PATRICK D. HANLEY Mgmt For For MICHAEL D. JORDAN Mgmt For For HAROLD D. MARSHALL Mgmt For For GEORGE J. MATKOV, JR. Mgmt For For LEO H. SUGGS Mgmt For For 02 THE PROPOSAL TO RATIFY THE Mgmt For For APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS FOR THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. ------------------------------------------------------------------------------------------------------- OWENS-ILLINOIS, INC. Agenda: 932130189 CUSIP: 690768403 Meeting Type: Annual Ticker: OI Meeting Date: 5/12/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 ROBERT J. DINEEN Mgmt For For JAMES H. GREENE, JR. Mgmt For For THOMAS L. YOUNG Mgmt For For 02 APPROVAL OF THE 2004 EQUITY INCENTIVE Mgmt For For PLAN FOR DIRECTORS OF OWENS- ILLINOIS, INC. 03 APPROVAL OF THE INCENTIVE BONUS PLAN. Mgmt For For ------------------------------------------------------------------------------------------------------- PDF SOLUTIONS, INC. Agenda: 932147324 CUSIP: 693282105 Meeting Type: Annual Ticker: PDFS Meeting Date: 5/19/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 JOHN K. KIBARIAN Mgmt For For SUSAN BILLAT Mgmt For For 02 PROPOSAL TO APPROVE THE AMENDMENT OF Mgmt Against Against THE 2001 STOCK PLAN TO INCREASE THE ANNUAL GRANT OF OPTIONS TO NON EMPLOYEE DIRECTORS FROM 10,000 SHARES PER YEAR TO 15,000 SHARES PER YEAR. 03 PROPOSAL TO RATIFY THE APPOINTMENT BY Mgmt For For THE AUDIT COMMITTEE OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. ------------------------------------------------------------------------------------------------------- P.F. CHANG'S CHINA BISTRO, INC. Agenda: 932127497 CUSIP: 69333Y108 Meeting Type: Annual Ticker: PFCB Meeting Date: 4/23/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 RICHARD L. FEDERICO Mgmt For For R. MICHAEL WELBORN Mgmt For For JAMES G. SHENNAN, JR. Mgmt For For F. LANE CARDWELL, JR. Mgmt For For KENNETH J. WESSELS Mgmt For For M. ANN RHOADES Mgmt For For LESLEY H. HOWE Mgmt For For 02 APPOINTMENT OF ERNST & YOUNG LLP AS Mgmt For For INDEPENDENT AUDITORS FOR THE YEAR ENDING JANUARY 2, 2005. 03 AMENDMENT TO THE STOCK OPTION PLAN. Mgmt Against Against 04 APPROVAL OF ADJOURNMENT OF THE Mgmt Against Against MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES. ------------------------------------------------------------------------------------------------------- PMC-SIERRA, INC. Agenda: 932150826 CUSIP: 69344F106 Meeting Type: Annual Ticker: PMCS Meeting Date: 5/14/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 ROBERT BAILEY Mgmt For For ALEXANDRE BALKANSKI Mgmt For For RICHARD BELLUZZO Mgmt For For JAMES DILLER Mgmt For For JONATHAN JUDGE Mgmt For For WILLIAM KURTZ Mgmt For For FRANK MARSHALL Mgmt For For LEWIS WILKS Mgmt For For 02 TO RATIFY THE APPOINTMENT OF DELOITTE Mgmt For For & TOUCHE LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR THE 2004 FISCAL YEAR. ------------------------------------------------------------------------------------------------------- PALM HARBOR HOMES, INC. Agenda: 932018864 CUSIP: 696639103 Meeting Type: Annual Ticker: PHHM Meeting Date: 7/23/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 LARRY H. KEENER Mgmt For For JERRY D. MALLONEE Mgmt For For FREDERICK R. MEYER Mgmt For For LEE POSEY Mgmt For For W.D. ROSENBERG, JR. Mgmt For For A. GARY SHILLING Mgmt For For WILLIAM R. THOMAS Mgmt For For JOHN H. WILSON Mgmt For For 02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For ERNST & YOUNG LLP AS THE INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING MARCH 26, 2004. ------------------------------------------------------------------------------------------------------- PANERA BREAD COMPANY Agenda: 932155181 CUSIP: 69840W108 Meeting Type: Annual Ticker: PNRA Meeting Date: 5/27/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 LARRY J. FRANKLIN Mgmt For For 02 RATIFICATION OF THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 25, 2004. ------------------------------------------------------------------------------------------------------- PARAMETRIC TECHNOLOGY CORPORATION Agenda: 932087047 CUSIP: 699173100 Meeting Type: Annual Ticker: PMTC Meeting Date: 3/3/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 MICHAEL E. PORTER Mgmt For For NOEL G. POSTERNAK Mgmt For For 02 APPROVE AN INCREASE IN THE NUMBER OF Mgmt For For SHARES ISSUABLE UNDER PTC S 2000 EMPLOYEE STOCK PURCHASE PLAN (ESPP) BY 8,000,000 SHARES. 03 CONFIRM THE SELECTION OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS PTC S INDEPENDENT AUDITORS FOR THE CURRENT FISCAL YEAR. ------------------------------------------------------------------------------------------------------- PATINA OIL & GAS CORPORATION Agenda: 932159292 CUSIP: 703224105 Meeting Type: Annual Ticker: POG Meeting Date: 5/20/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 CHARLES E. BAYLESS Mgmt For For JEFFREY L. BERENSON Mgmt For For ROBERT J. CLARK Mgmt For For JAY W. DECKER Mgmt For For THOMAS J. EDELMAN Mgmt For For ELIZABETH K. LANIER Mgmt For For ALEXANDER P. LYNCH Mgmt For For PAUL M. RADY Mgmt For For JON R. WHITNEY Mgmt For For 02 TO CONSIDER AND ADOPT AN AMENDMENT TO Mgmt For For THE COMPANY S CERTIFICATE OF INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE (THE COMMON STOCK), FROM 100 MILLION TO 250 MILLION SHARES. 03 TO RATIFY THE APPOINTMENT OF DELOITTE Mgmt For For & TOUCHE LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR THE CURRENT FISCAL YEAR. 04 TO TRANSACT ANY OTHER BUSINESS WHICH Mgmt For For PROPERLY MAY BE BROUGHT BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT(S) THEREOF. ------------------------------------------------------------------------------------------------------- PAYLESS SHOESOURCE, INC. Agenda: 932145596 CUSIP: 704379106 Meeting Type: Contested Annual Ticker: PSS Meeting Date: 5/27/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- I DANIEL BOGGAN JR. Mgmt For For MICHAEL E. MURPHY Mgmt For For ROBERT C. WHEELER Mgmt For For II RATIFY THE APPOINTMENT OF DELOITTE & Mgmt For For TOUCHE LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2004. ------------------------------------------------------------------------------------------------------- PENWEST PHARMACEUTICALS CO. Agenda: 932160132 CUSIP: 709754105 Meeting Type: Annual Ticker: PPCO Meeting Date: 6/2/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 PAUL E. FREIMAN Mgmt For For ROLF H. HENEL Mgmt For For 02 APPROVAL OF AN AMENDMENT TO THE Mgmt For For COMPANY S AMENDED AND RESTATED ARTICLES OF INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK TO 60,000,000. 03 RATIFICATION OF THE APPOINTMENT OF Mgmt For For ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE COMPANY FOR THE CURRENT FISCAL YEAR. ------------------------------------------------------------------------------------------------------- PERFORMANCE FOOD GROUP COMPANY Agenda: 932143655 CUSIP: 713755106 Meeting Type: Annual Ticker: PFGC Meeting Date: 5/19/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 MARY C. DOSWELL Mgmt For For FRED C. GOAD, JR. Mgmt For For ROBERT C. SLEDD Mgmt For For 02 AMENDMENT OF THE EMPLOYEE STOCK Mgmt For For PURCHASE PLAN. ------------------------------------------------------------------------------------------------------- PT INDONESIAN SATELLITE CORP. TBK Agenda: 932197987 CUSIP: 715680104 Meeting Type: Annual Ticker: IIT Meeting Date: 6/22/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 TO APPROVE THE ANNUAL REPORT AND TO Mgmt no action RATIFY THE FINANCIAL STATEMENT OF THE COMPANY FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2003. 02 TO APPROVE THE ALLOCATIONS OF NET Mgmt no action PROFIT FOR RESERVE FUND, DIVIDENDS AND OTHER PURPOSES AND TO APPROVE THE DETERMINATION OF THE AMOUNT, TIME AND MANNER OF PAYMENT OF DIVIDENDS FOR THE FINANCIAL YEAR ENDED DECEMBER 03 TO DETERMINE THE REMUNERATION FOR THE Mgmt no action BOARD OF COMMISSIONER OF THE COMPANY FOR YEAR 2004 AND THE BONUS FOR THE BOARD OF COMMISSIONER OF THE COMPANY FOR YEAR 2003. 04 TO APPROVE THE APPOINTMENT OF THE Mgmt no action COMPANY S INDEPENDENT AUDITOR FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 05 TO APPROVE THE SECOND PHASE EXERCISE Mgmt no action PRICE IN RELATION TO THE COMPANY S EMPLOYEE STOCK OPTION PROGRAM (ESOP), WHICH HAS BEEN APPROVED DURING THE ANNUAL GENERAL MEETING OF SHAREHOLDERS, HELD ON JUNE 26, 2003. 06 TO APPROVE THE PROPOSED CHANGE OF Mgmt no action COMPOSITION OF THE BOARD OF COMMISSIONERS AND/OR BOARD OF DIRECTORS OF THE COMPANY. ------------------------------------------------------------------------------------------------------- PT INDONESIAN SATELLITE CORP. TBK Agenda: 932059795 CUSIP: 715680104 Meeting Type: Special Ticker: IIT Meeting Date: 11/11/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 TO APPROVE THE MERGER OF THE COMPANY, Mgmt For For PT SATELLITE PALAPA INDONESIA, PT INDOSAR MULTI MEDIA MOBILE AND PT BIRNAGRAPHA TELEKOMINDO, WITH THE COMPANY CONTINUING AS THE SURVIVING COMPANY (THE MERGER) AND TO APPROVE THE MERGER PLAN AND THE DRAFT MERGER DEED AS WELL AS TO AUTHORIZE THE BOARD TO FINALIZE AND EXECUTE THE MERGER AND TAKE ACTION IN CONNECTION 02 TO APPROVE AMENDMENTS TO THE ARTICLES Mgmt For For OF ASSOCIATION OF THE COMPANY, ALL AS MORE FULLY DESCRIBED IN THE NOTICE OF MEETING. ------------------------------------------------------------------------------------------------------- PT INDONESIAN SATELLITE CORP. TBK Agenda: 932096818 CUSIP: 715680104 Meeting Type: Special Ticker: IIT Meeting Date: 3/8/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 TO APPROVE THE CHANGE OF NOMINAL Mgmt For For VALUE OF THE SHARES OF THE COMPANY IN CONNECTION WITH THE STOCK SPLIT FROM RP 500 PER SHARE TO BECOME RP 100 PER SHARE, AND THE AMENDMENT TO THE ARTICLES OF ASSOCIATION WITH RESPECT TO SUCH STOCK SPLIT. 02 TO APPROVE THE DELEGATION OF Mgmt For For AUTHORITY TO THE BOARD OF COMMISSIONERS TO DETERMINE THE SALARY, INCENTIVES, INSURANCE, REMUNERATION AND OTHER FACILITIES AND ALLOWANCES OF THE DIRECTORS OF THE ------------------------------------------------------------------------------------------------------- PETROFALCON CORPORATION Agenda: 932184500 CUSIP: 716474101 Meeting Type: Special Ticker: PFCXF Meeting Date: 6/15/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 TO FIX THE BOARD OF DIRECTORS OF THE Mgmt no action CORPORATION AT SIX (6) MEMBERS. 02 THE ELECTION OF THE DIRECTORS AS Mgmt no action NOMINATED BY MANAGEMENT OF THE CORPORATION IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR (MANAGEMENT INFORMATION CIRCULAR) PREPARED FOR THE PURPOSE OF THE MEETING. 03 THE APPOINTMENT OF Mgmt no action PRICEWATERHOUSECOOPERS LLP, CHARTERED ACCOUNTANTS, AS AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS OF THE CORPORATION TO FIX THE AUDITORS REMUNERATION. 04 THE ORDINARY RESOLUTION AS MORE Mgmt no action PARTICULARLY SET FORTH IN THE MANAGEMENT INFORMATION CIRCULAR AUTHORIZING THE ISSUANCE OF UP TO 71,083,682 COMMON SHARES OF THE CORPORATION OR SECURITIES CONVERTIBLE INTO COMMON SHARES OF THE CORPORATION PURSUANT TO ONE OR MORE PRIVATE PLACEMENTS IN THE TWELVE (12) MONTHS COMMENCING JUNE 15, 2004 ON THE TERMS AND CONDITIONS SET FORTH IN THE MANAGEMENT INFORMATION CIRCULAR. ------------------------------------------------------------------------------------------------------- PHILLIPS-VAN HEUSEN CORPORATION Agenda: 932165827 CUSIP: 718592108 Meeting Type: Annual Ticker: PVH Meeting Date: 6/15/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 EDWARD H. COHEN Mgmt For For JOSEPH B. FULLER Mgmt For For JOEL H. GOLDBERG Mgmt For For MARC GROSMAN Mgmt For For BRUCE J. KLATSKY Mgmt For For 01 HARRY N.S. LEE Mgmt For For BRUCE MAGGIN Mgmt For For PETER J. SOLOMON Mgmt For For MARK WEBER Mgmt For For 02 APPROVAL OF THE AMENDMENT TO INCREASE Mgmt Against Against THE MAXIMUM ANNUAL GRANT UNDER THE COMPANY S 2003 STOCK OPTION PLAN 03 APPOINTMENT OF AUDITORS Mgmt For For ------------------------------------------------------------------------------------------------------- PINNACLE ENTERTAINMENT, INC. Agenda: 932140495 CUSIP: 723456109 Meeting Type: Annual Ticker: PNK Meeting Date: 5/4/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 DANIEL R. LEE Mgmt For For JOHN V. GIOVENCO Mgmt For For RICHARD J. GOEGLEIN Mgmt For For BRUCE A. LESLIE Mgmt For For JAMES L. MARTINEAU Mgmt For For MICHAEL ORNEST Mgmt For For TIMOTHY J. PARROTT Mgmt For For LYNN P. REITNOUER Mgmt For For ------------------------------------------------------------------------------------------------------- POWER INTEGRATIONS, INC. Agenda: 932159153 CUSIP: 739276103 Meeting Type: Annual Ticker: POWI Meeting Date: 6/3/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 R. SCOTT BROWN Mgmt For For STEVEN J. SHARP Mgmt For For 02 TO APPROVE AN AMENDMENT TO THE POWER Mgmt Against Against INTEGRATIONS, INC. 1997 STOCK OPTION PLAN WHICH PROVIDES THAT EFFECTIVE JANUARY 1, 2005, 750,000 SHARES WHICH WOULD OTHERWISE ONLY BE AVAILABLE FOR GRANT UNDER THE PLAN PURSUANT TO NONSTATUTORY STOCK OPTIONS MAY INSTEAD BE GRANTED PURSUANT TO INCENTIVE STOCK OPTIONS. 03 TO APPROVE AN INCREASE IN THE NUMBER Mgmt For For OF SHARES RESERVED FOR ISSUANCE UNDER THE POWER INTEGRATIONS, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN FROM 1,500,000 TO 2,000,000 SHARES OF COMMON STOCK. 04 TO RATIFY THE APPOINTMENT OF KPMG LLP Mgmt For For AS POWER INTEGRATIONS, INC. S NEW INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDED 2004. ------------------------------------------------------------------------------------------------------- PREMCOR INC. Agenda: 932122079 CUSIP: 74045Q104 Meeting Type: Annual Ticker: PCO Meeting Date: 5/18/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 THOMAS D. O'MALLEY Mgmt For For JEFFERSON F. ALLEN Mgmt For For WAYNE A. BUDD Mgmt For For STEPHEN I. CHAZEN Mgmt For For MARSHALL A. COHEN Mgmt For For DAVID I. FOLEY Mgmt For For ROBERT L. FRIEDMAN Mgmt For For RICHARD C. LAPPIN Mgmt For For WILKES MCCLAVE III Mgmt For For 02 PROPOSAL TO AMEND THE PREMCOR 2002 Mgmt For For EQUITY INCENTIVE PLAN. 03 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS OF PREMCOR INC. FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. ------------------------------------------------------------------------------------------------------- PRIMA ENERGY CORPORATION Agenda: 932145940 CUSIP: 741901201 Meeting Type: Annual Ticker: PENG Meeting Date: 5/20/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 JAMES R. CUMMINGS Mgmt For For GEORGE L. SEWARD Mgmt For For 02 PROPOSAL TO AMEND THE PRIMA ENERGY Mgmt For For CORPORATION NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE PLAN FROM 225,000 TO 400,000. 03 PROPOSAL TO RATIFY THE SELECTION OF Mgmt For For DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS OF PRIMA ENERGY CORPORATION FOR FISCAL 2004. ------------------------------------------------------------------------------------------------------- QUICKSILVER RESOURCES INC. Agenda: 932153303 CUSIP: 74837R104 Meeting Type: Annual Ticker: KWK Meeting Date: 5/18/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 ANNE DARDEN SELF Mgmt For For STEVEN M. MORRIS Mgmt For For 02 APPOINTMENT OF DELOITTE & TOUCHE LLP Mgmt For For AS INDEPENDENT AUDITORS OF THE 03 AMENDMENT TO THE RESTATED CERTIFICATE Mgmt For For OF INCORPORATION. 04 AMENDMENT TO THE 1999 STOCK OPTION Mgmt For For AND RETENTION STOCK PLAN. 05 2004 NON-EMPLOYEE DIRECTOR STOCK Mgmt For For OPTION PLAN. ------------------------------------------------------------------------------------------------------- RARE HOSPITALITY INTERNATIONAL, INC. Agenda: 932139517 CUSIP: 753820109 Meeting Type: Annual Ticker: RARE Meeting Date: 5/10/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 JAMES D. DIXON* Mgmt For For EUGENE I. LEE, JR.* Mgmt For For RONALD W. SAN MARTIN* Mgmt For For ROGER L. BOEVE** Mgmt For For 02 TO APPROVE AMENDMENTS TO THE RARE Mgmt Against Against HOSPITALITY INTERNATIONAL, INC. AMENDED AND RESTATED 2002 LONG-TERM INCENTIVE PLAN. 03 TO RATIFY THE SELECTION OF KPMG LLP Mgmt For For TO SERVE AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 27, 2004. ------------------------------------------------------------------------------------------------------- RESTORATION HARDWARE, INC. Agenda: 932016694 CUSIP: 760981100 Meeting Type: Annual Ticker: RSTO Meeting Date: 7/17/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 ROBERT E. CAMP Mgmt For For JOHN W. TATE Mgmt For For 02 RATIFY THE SELECTION OF DELOITTE & Mgmt For For TOUCHE LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING JANUARY 31, 2004. ------------------------------------------------------------------------------------------------------- RESMED INC. Agenda: 932057056 CUSIP: 761152107 Meeting Type: Annual Ticker: RMD Meeting Date: 11/13/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 PETER C. FARRELL Mgmt For For GARY W. PACE Mgmt For For 02 TO APPROVE THE 2003 EMPLOYEE STOCK Mgmt For For PURCHASE PLAN, UNDER WHICH AN AGGREGATE OF 3,250,000 SHARES WOULD BE AVAILABLE FOR ISSUANCE. 03 TO APPROVE AN INCREASE IN THE MAXIMUM Mgmt Against Against AGGREGATE AMOUNT OF DIRECTORS FEES THAT MAY BE PAID IN ANY FISCAL YEAR TO ALL NON-EXECUTIVE DIRECTORS, AS A GROUP, FROM CURRENT PAYMENTS OF $50,000 TO A MAXIMUM AGGREGATE AMOUNT NOT TO EXCEED $400,000 DURING ANY FISCAL YEAR. 04 TO RATIFY THE SELECTION OF KPMG LLP Mgmt For For AS OUR INDEPENDENT AUDITORS TO EXAMINE OUR CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING JUNE 30, 2004. ------------------------------------------------------------------------------------------------------- RIGEL PHARMACEUTICALS, INC. Agenda: 932179472 CUSIP: 766559603 Meeting Type: Annual Ticker: RIGL Meeting Date: 6/10/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 JEAN DELEAGE, PH.D. Mgmt For For ALAN D. FRAZIER Mgmt For For 02 RATIFICATION OF THE SELECTION OF Mgmt For For ERNST & YOUNG LLP AS RIGEL S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. ------------------------------------------------------------------------------------------------------- ROGERS CORPORATION Agenda: 932118119 CUSIP: 775133101 Meeting Type: Annual Ticker: ROG Meeting Date: 4/29/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 TO FIX THE NUMBER OF PERSONS Mgmt For For CONSTITUTING THE FULL BOARD OF DIRECTORS AT NINE. 02 LEONARD M. BAKER Mgmt For For WALTER E. BOOMER Mgmt For For 02 EDWARD L. DIEFENTHAL Mgmt For For GREGORY B. HOWEY Mgmt For For LEONARD R. JASKOL Mgmt For For EILEEN S. KRAUS Mgmt For For WILLIAM E. MITCHELL Mgmt For For ROBERT G. PAUL Mgmt For For ROBERT D. WACHOB Mgmt For For 03 TO RATIFY THE APPOINTMENT OF ERNST & Mgmt For For YOUNG LLP AS ROGERS CORPORATION S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JANUARY 2, 2005. 04 TO AMEND THE SECOND SENTENCE OF Mgmt For For ARTICLE II, SECTION 2 OF THE BY-LAWS TO EXTEND THE RETIREMENT AGE OF DIRECTORS FROM THE AGE OF SEVENTY TO THE AGE OF SEVENTY-TWO. ------------------------------------------------------------------------------------------------------- ROWAN COMPANIES, INC. Agenda: 932098292 CUSIP: 779382100 Meeting Type: Annual Ticker: RDC Meeting Date: 4/23/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 WILLIAM T. FOX III Mgmt For For SIR GRAHAM HEARNE Mgmt For For H.E. LENTZ Mgmt For For P. DEXTER PEACOCK Mgmt For For ------------------------------------------------------------------------------------------------------- ROYAL GROUP TECHNOLOGIES LIMITED Agenda: 932091159 CUSIP: 779915107 Meeting Type: Special Ticker: RYG Meeting Date: 2/25/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1 ELECTION OF DIRECTORS Mgmt For For 2 THE APPOINTMENT OF AUDITORS AND THE Mgmt For For AUTHORIZATION OF DIRECTORS TO FIX THE AUDITORS REMUNERATION 3 CONSIDERING AND, IF DEEMED Mgmt For For APPROPRIATE, ADOPTING, WITH OR WITHOUT VARIATION, A RESOLUTION CONFIRMING THE NEW GENERAL BY-LAW OF THE CORPORATION ENACTED BY THE BOARD OF DIRECTORS ON DECEMBER 11, 2003, AS A BY-LAW OF THE CORPORATION REPEALING ALL PREVIOUS BY-LAWS 4 CONSIDERING AND, IF DEEMED Mgmt For For APPROPRIATE, ADOPTING, WITH OR WITHOUT VARIATION, A RESOLUTION APPROVING THE ADOPTION OF A NEW RESTRICTED STOCK UNIT PLAN OF THE CORPORATION AND THE EXCHANGE OF CERTAIN STOCK OPTIONS GRANTED UNDER THE CORPORATION S 1994 STOCK OPTION PLAN FOR RESTRICTED STOCK UNITS UNDER THE RESTRICTED STOCK UNIT PLAN. 5 CONSIDERING AND, IF DEEMED Mgmt For For APPROPRIATE, ADOPTING, WITH OR WITHOUT VARIATION, A RESOLUTION APPROVING THE ADOPTION OF A NEW SENIOR MANAGEMENT INCENTIVE PLAN OF ------------------------------------------------------------------------------------------------------- SCHOOL SPECIALTY, INC. Agenda: 932032751 CUSIP: 807863105 Meeting Type: Annual Ticker: SCHS Meeting Date: 8/26/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 DAVID J. VANDER ZANDEN Mgmt For For ROCHELLE LAMM Mgmt For For 02 RATIFY DELOITTE & TOUCHE LLP AS Mgmt For For SCHOOL SPECIALTY S INDEPENDENT AUDITORS FOR FISCAL 2004. ------------------------------------------------------------------------------------------------------- SEMTECH CORPORATION Agenda: 932170006 CUSIP: 816850101 Meeting Type: Annual Ticker: SMTC Meeting Date: 6/10/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 GLEN M. ANTLE Mgmt For For JAMES P. BURRA Mgmt For For JASON L. CARLSON Mgmt For For ROCKELL N. HANKIN Mgmt For For JAMES T. LINDSTROM Mgmt For For JOHN L. PIOTROWSKI Mgmt For For JOHN D. POE Mgmt For For JAMES T. SCHRAITH Mgmt For For 02 PROPOSAL TO RATIFY THE SELECTION OF Mgmt For For ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE CURRENT FISCAL YEAR ------------------------------------------------------------------------------------------------------- SERVICE CORPORATION INTERNATIONAL Agenda: 932134757 CUSIP: 817565104 Meeting Type: Annual Ticker: SRV Meeting Date: 5/13/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 ALAN R. BUCKWALTER III Mgmt For For S. MALCOLM GILLIS Mgmt For For B.D. HUNTER Mgmt For For VICTOR L. LUND Mgmt For For JOHN W. MECOM, JR. Mgmt For For THOMAS L. RYAN Mgmt For For 02 APPROVAL OF THE SELECTION OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS FOR FISCAL 2004. 03 APPROVAL OF A PROPOSAL TO AMEND AND Mgmt Against Against RE-APPROVE THE AMENDED 1996 INCENTIVE PLAN. ------------------------------------------------------------------------------------------------------- SHARPER IMAGE CORPORATION Agenda: 932177113 CUSIP: 820013100 Meeting Type: Annual Ticker: SHRP Meeting Date: 6/7/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 RICHARD J. THALHEIMER Mgmt For For ALAN R. THALHEIMER Mgmt For For GERALD NAPIER Mgmt For For MORTON DAVID Mgmt For For GEORGE JAMES Mgmt For For 02 PROPOSAL TO AUTHORIZE AN AMENDMENT TO Mgmt For For THE COMPANY S CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 25,000,000 TO 50,000,000 SHARES. 03 PROPOSAL TO RATIFY THE SELECTION OF Mgmt For For DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT AUDITOR. ------------------------------------------------------------------------------------------------------- SINO-FOREST CORPORATION Agenda: 932176589 CUSIP: 82934H101 Meeting Type: Special Ticker: SNOFF Meeting Date: 6/21/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 TO ELECT THE PROPOSED NOMINEES SET Mgmt no action FORTH IN THE MANAGEMENT INFORMATION CIRCULAR FURNISHED IN CONNECTION WITH THE MEETING AS DIRECTORS OF THE CORPORATION. 02 TO APPOINT ERNST & YOUNG LLP, AS Mgmt no action AUDITOR OF THE CORPORATION FOR THE ENSUING YEAR AND TO AUTHORIZE THE DIRECTORS OF THE CORPORATION TO FIX THE REMUNERATION TO BE PAID TO THE AUDITOR. 03 TO CONSIDER AND, IF THOUGHT Mgmt no action ADVISABLE, APPROVE A SPECIAL RESOLUTION AUTHORIZING AN AMENDMENT TO THE ARTICLES OF THE CORPORATION WHICH WOULD RESTRUCTURE THE SHARE CAPITAL OF THE CORPORATION, AS DESCRIBED IN GREATER DETAIL IN THE ACCOMPANYING MANAGEMENT INFORMATION ------------------------------------------------------------------------------------------------------- SIRVA, INC. Agenda: 932143338 CUSIP: 82967Y104 Meeting Type: Annual Ticker: SIR Meeting Date: 5/27/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 KATHLEEN J. AFFELDT Mgmt For For RICHARD J. SCHNALL Mgmt For For CARL T. STOCKER Mgmt For For 02 THE RATIFICATION OF THE AUDIT Mgmt For For COMMITTEE S APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS SIRVA S INDEPENDENT AUDITORS. ------------------------------------------------------------------------------------------------------- SOHU.COM INC. Agenda: 932147095 CUSIP: 83408W103 Meeting Type: Annual Ticker: SOHU Meeting Date: 5/14/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 EDWARD B. ROBERTS Mgmt For For THOMAS GURNEE Mgmt For For MARY MA Mgmt For For 02 APPROVAL OF AMENDMENT TO THE 2000 Mgmt Against Against STOCK INCENTIVE PLAN. 03 APPOINTMENT OF PRICEWATERHOUSECOOPERS Mgmt For For AS INDEPENDENT PUBLIC ACCOUNTANTS. ------------------------------------------------------------------------------------------------------- SONIC CORP. Agenda: 932077325 CUSIP: 835451105 Meeting Type: Annual Ticker: SONC Meeting Date: 1/21/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 J. CLIFFORD HUDSON Mgmt For For ROBERT M. ROSENBERG Mgmt For For FEDERICO F. PENA Mgmt For For 02 ANY OTHER MATTER PROPERLY COMING Mgmt For For BEFORE THE MEETING, UPON WHICH THE PERSONS NAMED ABOVE WILL VOTE FOR OR AGAINST, IN THEIR SOLE DISCRETION, OR UPON WHICH THE PERSONS NAMED ABOVE WILL ABSTAIN FROM VOTING, IN THEIR SOLE DISCRETION. (PLEASE BE ADVISED THAT THE ONLY VALID VOTING OPTIONS FOR PROPOSAL 2 ARE EITHER FOR OR ABSTAIN ONLY). ------------------------------------------------------------------------------------------------------- SOUTHWEST BANCORPORATION OF TEXAS, I Agenda: 932124465 CUSIP: 84476R109 Meeting Type: Annual Ticker: SWBT Meeting Date: 5/5/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 ERNEST H. COCKRELL Mgmt For For FRED R. LUMMIS Mgmt For For PAUL B. MURPHY, JR. Mgmt For For THOMAS F. SORIERO, SR. Mgmt For For 02 PROPOSAL TO APPROVE AMENDMENTS TO THE Mgmt For For COMPANY S NON-EMPLOYEE DIRECTORS DEFERRED FEE PLAN 03 PROPOSAL TO APPROVE THE ADOPTION OF Mgmt For For THE 2004 OMNIBUS INCENTIVE PLAN 04 PROPOSAL TO RATIFY THE SELECTION OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2004 ------------------------------------------------------------------------------------------------------- SPINNAKER EXPLORATION COMPANY Agenda: 932123552 CUSIP: 84855W109 Meeting Type: Annual Ticker: SKE Meeting Date: 5/5/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 ROGER L. JARVIS Mgmt For For HOWARD H. NEWMAN Mgmt For For JEFFREY A. HARRIS Mgmt For For 01 MICHAEL E. MCMAHON Mgmt For For SHELDON R. ERIKSON Mgmt For For MICHAEL E. WILEY Mgmt For For 02 TO RATIFY SELECTION OF INDEPENDENT Mgmt For For AUDITORS ------------------------------------------------------------------------------------------------------- THE STEAK N SHAKE COMPANY Agenda: 932079317 CUSIP: 857873103 Meeting Type: Annual Ticker: SNS Meeting Date: 2/11/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 PETER M. DUNN Mgmt For For ALAN B. GILMAN Mgmt For For STEPHEN GOLDSMITH Mgmt For For WAYNE L. KELLEY Mgmt For For CHARLES E. LANHAM Mgmt For For RUTH J. PERSON Mgmt For For J. FRED RISK Mgmt For For JOHN W. RYAN Mgmt For For JAMES WILLIAMSON, JR. Mgmt For For 02 PROPOSAL TO APPROVE THE COMPANY S Mgmt For For AMENDED AND RESTATED 1997 CAPITAL APPRECIATION PLAN, AS ADOPTED BY THE BOARD OF DIRECTORS. 03 PROPOSAL TO APPROVE THE COMPANY S Mgmt For For 2004 DIRECTOR STOCK OPTION PLAN, AS ADOPTED BY THE BOARD OF DIRECTORS. 04 PROPOSAL TO RATIFY THE SELECTION OF Mgmt For For DELOITTE & TOUCHE, LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING SEPTEMBER 29, ------------------------------------------------------------------------------------------------------- STERLING BANCSHARES, INC. Agenda: 932110997 CUSIP: 858907108 Meeting Type: Annual Ticker: SBIB Meeting Date: 4/26/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 JAMES D. CALAWAY Mgmt For For BRUCE J. HARPER Mgmt For For GLENN H. JOHNSON Mgmt For For R. BRUCE LABOON Mgmt For For GEORGE MARTINEZ Mgmt For For STEVEN F. RETZLOFF Mgmt For For 02 PROPOSAL TO APPROVE THE 2004 EMPLOYEE Mgmt For For STOCK PURCHASE PLAN. 03 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, ------------------------------------------------------------------------------------------------------- SYLVAN LEARNING SYSTEMS, INC. Agenda: 932164673 CUSIP: 871399101 Meeting Type: Annual Ticker: SLVN Meeting Date: 6/25/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 DOUGLAS L. BECKER Mgmt For For JAMES H. MCGUIRE Mgmt For For RICHARD W. RILEY Mgmt For For 02 PROPOSAL TO RATIFY THE SELECTION OF Mgmt For For ERNST & YOUNG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. ------------------------------------------------------------------------------------------------------- SYMBION, INC. Agenda: 932133375 CUSIP: 871507109 Meeting Type: Annual Ticker: SMBI Meeting Date: 5/11/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 EVE M. KURTIN Mgmt For For CLIFFORD G. ADLERZ Mgmt For For 02 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR FISCAL YEAR 2004. ------------------------------------------------------------------------------------------------------- SYMYX TECHNOLOGIES, INC. Agenda: 932140015 CUSIP: 87155S108 Meeting Type: Annual Ticker: SMMX Meeting Date: 5/27/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 STEVEN D. GOLDBY Mgmt For For EDWIN F. GAMBRELL Mgmt For For 02 RATIFYING THE APPOINTMENT OF ERNST & Mgmt For For YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. ------------------------------------------------------------------------------------------------------- TSX GROUP INC. Agenda: 932115252 CUSIP: 873028104 Meeting Type: Annual Ticker: TSXPF Meeting Date: 4/27/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 IAN S. BROWN Mgmt For For BRIAN A. CANFIELD Mgmt For For TULLIO CEDRASCHI Mgmt For For WAYNE C. FOX Mgmt For For RAYMOND GARNEAU Mgmt For For JOHN A. HAGG Mgmt For For HARRY A. JAAKO Mgmt For For J. SPENCER LANTHIER Mgmt For For JEAN MARTEL Mgmt For For OWEN MCCREERY Mgmt For For JOHN P. MULVIHILL Mgmt For For BARBARA G. STYMIEST Mgmt For For ERIC C. TRIPP Mgmt For For 02 THE APPOINTMENT OF KPMG LLP AS THE Mgmt For For CORPORATION S AUDITOR AND AUTHORIZING THE DIRECTORS TO FIX THE AUDITOR S REMUNERATION. ------------------------------------------------------------------------------------------------------- TSX GROUP INC. Agenda: 932115252 CUSIP: 873028203 Meeting Type: Annual Ticker: TSXGL Meeting Date: 4/27/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 IAN S. BROWN Mgmt For For BRIAN A. CANFIELD Mgmt For For TULLIO CEDRASCHI Mgmt For For WAYNE C. FOX Mgmt For For RAYMOND GARNEAU Mgmt For For JOHN A. HAGG Mgmt For For HARRY A. JAAKO Mgmt For For J. SPENCER LANTHIER Mgmt For For JEAN MARTEL Mgmt For For OWEN MCCREERY Mgmt For For JOHN P. MULVIHILL Mgmt For For BARBARA G. STYMIEST Mgmt For For ERIC C. TRIPP Mgmt For For 02 THE APPOINTMENT OF KPMG LLP AS THE Mgmt For For CORPORATION S AUDITOR AND AUTHORIZING THE DIRECTORS TO FIX THE AUDITOR S REMUNERATION. ------------------------------------------------------------------------------------------------------- TELECOM ARGENTINA STET-FRANCE TELECO Agenda: 932142425 CUSIP: 879273209 Meeting Type: Annual Ticker: TEO Meeting Date: 4/29/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 APPOINTMENT OF TWO SHAREHOLDERS TO Mgmt For For APPROVE AND SIGN THE MINUTES. 02 CONSIDERATION OF THE DOCUMENTS Mgmt For For PROVIDED FOR IN SECTION 234, SUBSECTION 1, OF LAW 19,550, THE RULES OF THE COMISION NACIONAL DE 03 CONSIDERATION OF THE RESULTS OF THE Mgmt For For YEAR AND TO CARRY OVER THE FULL NEGATIVE BALANCE FROM UNAPPROPRIATED RETAINED EARNINGS. 04 CONSIDERATION OF THE PERFORMANCE OF Mgmt For For THE BOARD AND SUPERVISORY COMMITTEE ACTING DURING THE FIFTEENTH FISCAL YEAR. 05 CONSIDERATION OF THE COMPENSATION TO Mgmt For For THE BOARD CORRESPONDING TO THE FISCAL YEAR ENDED DECEMBER 31, 2003. 06 AUTHORIZATION OF THE BOARD OF Mgmt For For DIRECTORS TO MAKE ADVANCES OF FEES ESTABLISHED BY THE SHAREHOLDERS MEETING TO THE DIRECTORS. 07 FEES OF THE SUPERVISORY COMMITTEE. Mgmt For For 08 DETERMINATION OF THE NUMBER OF Mgmt For For DIRECTORS AND ALTERNATE DIRECTORS TO HOLD OFFICE DURING THE SIXTEENTH FISCAL YEAR. 09 APPOINTMENT OF DIRECTORS AND Mgmt For For ALTERNATE DIRECTORS TO HOLD OFFICE DURING THE SIXTEENTH FISCAL YEAR. 10 APPOINTMENT OF MEMBERS AND ALTERNATE Mgmt For For MEMBERS OF THE SUPERVISORY COMMITTEE FOR THE SIXTEENTH FISCAL YEAR. 11 APPOINTMENT OF INDEPENDENT AUDITORS Mgmt For For OF THE FINANCIAL STATEMENTS CORRESPONDING TO THE 16TH FISCAL 12 CONSIDERATION OF THE BUDGET FOR THE Mgmt For For AUDIT COMMITTEE FOR THE FISCAL YEAR 2004. ------------------------------------------------------------------------------------------------------- TELECOM ARGENTINA STET-FRANCE TELECO Agenda: 932088417 CUSIP: 879273209 Meeting Type: Special Ticker: TEO Meeting Date: 2/18/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 APPOINTMENT OF TWO SHAREHOLDERS TO Mgmt For For SIGN THE MINUTES. 02 RATIFICATION OF THE STEPS TAKEN BY Mgmt For For THE SUPERVISORY COMMITTEE IN RESPECT OF THE APPOINTMENT OF THE REGULAR AND ALTERNATE DIRECTORS. 03 DETERMINATION OF THE NUMBER OF Mgmt For For REGULAR AND ALTERNATE DIRECTORS UNTIL THE FOLLOWING ANNUAL GENERAL MEETING AND APPOINTMENT THEREOF. 04 APPOINTMENT OF REGULAR AND ALTERNATE Mgmt For For MEMBERS OF THE SUPERVISORY COMMITTEE UNTIL THE FOLLOWING ANNUAL GENERAL MEETING. 05 AMENDMENT OF SECTIONS 1 AND 10 AND Mgmt For For INCORPORATION OF SECTION 10 BIS OF THE CORPORATE BYLAWS. APPOINTMENT OF THE PERSONS IN CHARGE OF TAKING THE STEPS CONCERNING THE APPROVAL AND REGISTRATION OF THE AMENDMENTS AND TRANSFER OF THE PUBLIC OFFER AND LISTING OF THE SECURITIES ISSUED BY THE COMPANY DUE TO THE CHANGE OF THE CORPORATE NAME. ------------------------------------------------------------------------------------------------------- TETRA TECH, INC. Agenda: 932086994 CUSIP: 88162G103 Meeting Type: Annual Ticker: TTEK Meeting Date: 2/26/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 LI-SAN HWANG Mgmt For For JAMES M. JASKA Mgmt For For J. CHRISTOPHER LEWIS Mgmt For For PATRICK C. HADEN Mgmt For For JAMES J. SHELTON Mgmt For For DANIEL A. WHALEN Mgmt For For HUGH M. GRANT Mgmt For For RICHARD H. TRULY Mgmt For For 02 APPROVAL OF THE AMENDMENT TO THE Mgmt For For COMPANY S EMPLOYEE STOCK PURCHASE 03 RATIFICATION OF THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR FISCAL 2004. ------------------------------------------------------------------------------------------------------- THISTLE MINING INC Agenda: 700526253 CUSIP: 88431N103 Meeting Type: MIX Ticker: Meeting Date: 6/24/2004 ISIN: CA88431N1033 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- Receive and approve the Corporation s Non- financial statements for the FYE 31 Voting DEC 2003, together with the report of the Auditors thereon 1.1 Elect The Rt. Hon. Lord Lang of Mgmt no action Monkton as a Director 1.2 Elect Mr. William P. McLucas as a Mgmt no action Director as a Director 1.3 Elect Mr. Abeer Naser Al Shubaiki as Mgmt no action a Director as a Director 1.4 Elect Mr. David Ross Beatty as a Mgmt no action Director 1.5 Elect Mr. John Brown as a Director Mgmt no action 1.6 Elect Mr. Simon H. Ingall as a Mgmt no action 1.7 Elect Mr. Adrian W.G. Sykes as a Mgmt no action Director 2. Reappoint KPMG LLP, Chartered Mgmt no action Accountants, as the Auditor of the Corporation until the next AGM of the shareholders and authorize the Directors to fix the remuneration of the Auditor 3. Approve the issuance by the Mgmt no action Corporation in one or more private placements during the twelve month period commencing 24 JUN 2004 of such number of securities that would result in the Corporation issuing or making issuable 392,520,685 common 4. Approve the amendment to the Mgmt no action Corporation s Incentive Share Purchase Option Plan the Plan to increase the number of common shares of the Corporation reserved for issuance upon exercise of options issued pursuant to the Plan from 31,645,000 common shares, as presently constituted to 60,000,000 being an increase of 28,355,000 common shares; the amendment to delete the existing provision in section 2.4(a) of the Plan; and the amendment to the Plan by inserting a new text in Section 2.4(a); and authorize any Officer or Director of the Corporation to execute, under the corporate seal or otherwise and to deliver all documents and to do all things necessary or desirable to 6. Transact other business Non- Voting S.5 Approve to amend the Articles of the Mgmt no action Corporation to consolidate the issued and outstanding common shares on the basis of 1 new common share for 10 common shares; no fractional common shares shall be issued upon the aforesaid consolidation and in the event that the consolidation results in a shareholder otherwise becoming entitled to a fractional common share, an adjustment shall be made to the nearest full common share; authorize any Director or Officer of the Corporation, in the name of and on behalf of the Corporation, to do all things and execute all instruments necessary or desirable to give effect to this special resolution including, without limitation, to execute, under seal of the Corporation or otherwise and to deliver Articles of Amendment, in duplicate, to the Director under the Business Corporations Act Yukon; and notwithstanding that this special resolution has been duly passed by the shareholders of the Corporation, authorize the Directors of the Corporation to revoke this special resolution at any time prior to the issuance of a Certificate of Amendment giving effect to the amendment to the Articles of the Corporation and to determine not to proceed with the amendment without ------------------------------------------------------------------------------------------------------- THISTLE MINING INC. Agenda: 932179965 CUSIP: 88431N103 Meeting Type: Special Ticker: TSLMF Meeting Date: 6/24/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 THE ELECTION OF DIRECTORS NAMED IN Mgmt no action THE ACCOMPANYING INFORMATION 02 THE RE-APPOINTMENT OF KPMG LLP AS Mgmt no action AUDITORS OF THE CORPORATION FOR THE ENSUING YEAR AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION. 03 THE ORDINARY RESOLUTION TO AUTHORIZE Mgmt no action THE ISSUANCE OF SECURITIES BY WAY OF PRIVATE PLACEMENT OF UP TO 100% OF THE ISSUED AND OUTSTANDING SHARES OF THE CORPORATION OVER THE ENSUING 12 MONTHS, AS MORE PARTICULARLY DESCRIBED IN THE ACCOMPANYING INFORMATION CIRCULAR. 04 THE ORDINARY RESOLUTION TO AUTHORIZE Mgmt no action THE INCREASE IN THE NUMBER OF COMMON SHARES RESERVED FOR ISSUANCE UPON THE DUE EXERCISE OF OPTIONS GRANTED PURSUANT TO THE INCENTIVE SHARE PURCHASE OPTION PLAN (THE PLAN) TO 60,000,000 BEING AN INCREASE OF 28,355,000 COMMON SHARES. 05 THE SPECIAL RESOLUTION AMENDING THE Mgmt no action ARTICLES OF THE COMPANY TO CONSOLIDATE THE ISSUED AND OUTSTANDING COMMON SHARES OF THE CORPORATION ON THE BASIS SET OUT IN THE ACCOMPANYING INFORMATION ------------------------------------------------------------------------------------------------------- TRANSKARYOTIC THERAPIES, INC. Agenda: 932180336 CUSIP: 893735100 Meeting Type: Annual Ticker: TKTX Meeting Date: 6/22/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 MICHAEL J. ASTRUE Mgmt For For WALTER GILBERT Mgmt For For DENNIS H. LANGER Mgmt For For JONATHAN S. LEFF Mgmt For For RODMAN W. MOORHEAD, III Mgmt For For LYDIA VILLA-KOMAROFF Mgmt For For WAYNE P. YETTER Mgmt For For 02 TO RATIFY THE SELECTION OF ERNST & Mgmt For For YOUNG LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. ------------------------------------------------------------------------------------------------------- TRIAD HOSPITALS, INC. Agenda: 932143504 CUSIP: 89579K109 Meeting Type: Annual Ticker: TRI Meeting Date: 5/25/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 JAMES D. SHELTON Mgmt For For THOMAS F. FRIST, III Mgmt For For GALE E. SAYERS Mgmt For For NANCY-ANN DEPARLE Mgmt For For MICHAEL K. JHIN Mgmt For For HARRIET R. MICHEL Mgmt For For 02 RATIFICATION OF ERNST & YOUNG LLP AS Mgmt For For INDEPENDENT AUDITORS. 03 APPROVAL OF AMENDMENTS TO THE TRIAD Mgmt For For HOSPITALS, INC. 1999 LONG-TERM INCENTIVE PLAN TO, AMONG OTHER THINGS, INCREASE THE NUMBER OF AUTHORIZED SHARES THEREUNDER FROM 16,500,000 TO 19,000,000. ------------------------------------------------------------------------------------------------------- TRIARC COMPANIES, INC. Agenda: 932159571 CUSIP: 895927101 Meeting Type: Annual Ticker: TRY Meeting Date: 6/9/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 NELSON PELTZ Mgmt For For PETER W. MAY Mgmt For For HUGH L. CAREY Mgmt For For CLIVE CHAJET Mgmt For For JOSEPH A. LEVATO Mgmt For For DAVID E. SCHWAB II Mgmt For For RAYMOND S. TROUBH Mgmt For For GERALD TSAI, JR. Mgmt For For JACK G. WASSERMAN Mgmt For For 02 PROPOSAL TO APPROVE AN AMENDMENT TO Mgmt For For THE COMPANY S CERTIFICATE OF INCORPORATION AS DESCRIBED IN THE PROXY STATEMENT 03 PROPOSAL TO RE-APPROVE THE Mgmt For For PERFORMANCE GOAL BONUS AWARDS PORTION OF THE COMPANY S 1999 EXECUTIVE BONUS PLAN AS DESCRIBED IN THE PROXY 04 TO RATIFY THE APPOINTMENT OF DELOITTE Mgmt For For & TOUCHE LLP AS THE COMPANY S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ------------------------------------------------------------------------------------------------------- TRIARC COMPANIES, INC. Agenda: 932159571 CUSIP: 895927309 Meeting Type: Annual Ticker: TRYB Meeting Date: 6/9/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 NELSON PELTZ Mgmt For For PETER W. MAY Mgmt For For HUGH L. CAREY Mgmt For For CLIVE CHAJET Mgmt For For JOSEPH A. LEVATO Mgmt For For DAVID E. SCHWAB II Mgmt For For RAYMOND S. TROUBH Mgmt For For GERALD TSAI, JR. Mgmt For For JACK G. WASSERMAN Mgmt For For 02 PROPOSAL TO APPROVE AN AMENDMENT TO Mgmt For For THE COMPANY S CERTIFICATE OF INCORPORATION AS DESCRIBED IN THE PROXY STATEMENT 03 PROPOSAL TO RE-APPROVE THE Mgmt For For PERFORMANCE GOAL BONUS AWARDS PORTION OF THE COMPANY S 1999 EXECUTIVE BONUS PLAN AS DESCRIBED IN THE PROXY 04 TO RATIFY THE APPOINTMENT OF DELOITTE Mgmt For For & TOUCHE LLP AS THE COMPANY S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ------------------------------------------------------------------------------------------------------- TRIPATH IMAGING, INC. Agenda: 932149859 CUSIP: 896942109 Meeting Type: Annual Ticker: TPTH Meeting Date: 5/20/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 ROBERT E. CURRY, PH.D. Mgmt For For PAUL R. SOHMER, M.D. Mgmt For For 02 PROPOSAL TO AMEND TRIPATH IMAGING S Mgmt For For AMENDED AND RESTATED 1996 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES ISSUABLE UNDER THE PLAN BY 1,700,000 SHARES FROM 6,296,325 SHARES TO 7,996,325 SHARES. 03 PROPOSAL TO AMEND TRIPATH IMAGING S Mgmt For For 1997 DIRECTOR STOCK OPTION PLAN TO INCREASE THE NUMBER OF SHARES ISSUABLE UNDER THE PLAN BY 150,000 SHARES FROM 300,000 SHARES TO 450,000 ------------------------------------------------------------------------------------------------------- TUPPERWARE CORPORATION Agenda: 932111090 CUSIP: 899896104 Meeting Type: Annual Ticker: TUP Meeting Date: 5/12/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 RITA BORNSTEIN Mgmt For For E.V. GOINGS Mgmt For For ROBERT J. MURRAY Mgmt For For JOYCE M. ROCHE Mgmt For For M. ANNE SZOSTAK Mgmt For For 02 THE PROPOSAL TO RATIFY THE Mgmt For For APPOINTMENT OF INDEPENDENT AUDITORS ------------------------------------------------------------------------------------------------------- UNITED RENTALS, INC. Agenda: 932155004 CUSIP: 911363109 Meeting Type: Annual Ticker: URI Meeting Date: 5/20/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 HOWARD L. CLARK, JR. Mgmt For For BRADLEY S. JACOBS Mgmt For For JOHN N. MILNE Mgmt For For 02 APPROVAL OF ANNUAL INCENTIVE Mgmt Against Against COMPENSATION PLAN 03 APPROVAL OF LONG-TERM INCENTIVE PLAN Mgmt Against Against 04 RATIFICATION OF APPOINTMENT OF Mgmt For For INDEPENDENT AUDITORS 05 STOCKHOLDER PROPOSAL CONCERNING BOARD Shr Against For INDEPENDENCE 06 STOCKHOLDER PROPOSAL CONCERNING Shr Against For FUTURE SEVERANCE AGREEMENTS ------------------------------------------------------------------------------------------------------- UNITEDGLOBALCOM, INC. Agenda: 932044237 CUSIP: 913247508 Meeting Type: Annual Ticker: UCOMA Meeting Date: 9/30/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 JOHN W. DICK Mgmt For For TINA M. WILDES Mgmt For For 02 APPROVAL OF UNITEDGLOBALCOM, INC. Mgmt Against Against EQUITY INCENTIVE PLAN. ------------------------------------------------------------------------------------------------------- UNITEDGLOBALCOM, INC. Agenda: 932071549 CUSIP: 913247508 Meeting Type: Special Ticker: UCOMA Meeting Date: 12/17/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 APPROVAL OF THE ISSUANCE OF A TOTAL Mgmt For For OF UP TO 171,238,160 SHARES OF UNITEDGLOBALCOM, INC. CLASS A COMMON STOCK, AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. 02 APPROVAL OF UNITEDGLOBALCOM S AMENDED Mgmt Against Against EQUITY INCENTIVE PLAN FOR EMPLOYEES, DIRECTORS AND CONSULTANTS. ------------------------------------------------------------------------------------------------------- UNITEDGLOBALCOM, INC. Agenda: 932090323 CUSIP: 913247508 Meeting Type: Special Ticker: UCOMA Meeting Date: 2/11/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 APPROVAL OF THE AMENDMENTS TO Mgmt For For UNITEDGLOBALCOM, INC. STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS (EFFECTIVE JUNE 1, 1993), UNITEDGLOBALCOM, INC. STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS (EFFECTIVE MARCH 20, 1998), AND UNITEDGLOBALCOM, INC. 1993 STOCK OPTION PLAN. ------------------------------------------------------------------------------------------------------- VALASSIS COMMUNICATIONS, INC. Agenda: 932122308 CUSIP: 918866104 Meeting Type: Annual Ticker: VCI Meeting Date: 5/11/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 PATRICK F. BRENNAN Mgmt For For KENNETH V. DARISH Mgmt For For 01 SETH GOLDSTEIN Mgmt For For BARRY P. HOFFMAN Mgmt For For WALTER H. KU Mgmt For For ROBERT L. RECCHIA Mgmt For For MARCELLA A. SAMPSON Mgmt For For ALAN F. SCHULTZ Mgmt For For FAITH WHITTLESEY Mgmt For For 02 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For DELOITTE & TOUCHE LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. ------------------------------------------------------------------------------------------------------- VALEANT PHARMACEUTICALS INTL. Agenda: 932156652 CUSIP: 91911X104 Meeting Type: Annual Ticker: VRX Meeting Date: 5/25/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 EDWARD A. BURKHARDT Mgmt For For TIMOTHY C. TYSON Mgmt For For ELAINE S. ULLIAN Mgmt For For 02 RATIFICATION OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR THE COMPANY. ------------------------------------------------------------------------------------------------------- THE VALSPAR CORPORATION Agenda: 932084558 CUSIP: 920355104 Meeting Type: Annual Ticker: VAL Meeting Date: 2/25/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 CHARLES W. GAILLARD Mgmt For For MAE C. JEMISON Mgmt For For GREGORY R. PALEN Mgmt For For LAWRENCE PERLMAN Mgmt For For 02 TO APPROVE THE CORPORATION S AMENDED Mgmt For For AND RESTATED KEY EMPLOYEE ANNUAL BONUS PLAN. 03 TO APPROVE THE RATIFICATION OF THE Mgmt For For APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE CORPORATION. ------------------------------------------------------------------------------------------------------- VALUECLICK, INC. Agenda: 932164205 CUSIP: 92046N102 Meeting Type: Annual Ticker: VCLK Meeting Date: 6/3/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 JAMES R. ZARLEY Mgmt For For DAVID S. BUZBY Mgmt For For MARTIN T. HART Mgmt For For TOM VADNAIS Mgmt For For JEFFREY F. RAYPORT Mgmt For For ------------------------------------------------------------------------------------------------------- VARIAN SEMICONDUCTOR EQUIP. ASSOC., Agenda: 932077642 CUSIP: 922207105 Meeting Type: Annual Ticker: VSEA Meeting Date: 2/10/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 ROBERT W. DUTTON Mgmt For For 02 TO APPROVE AN AMENDMENT TO THE Mgmt For For OMNIBUS STOCK PLAN TO AUTHORIZE THE ISSUANCE OF UP TO AN AGGREGATE OF 100,000 SHARES OF COMMON STOCK IN THE FORM OF STOCK APPRECIATION RIGHTS, PERFORMANCE UNITS, PERFORMANCE SHARES AND/OR RESTRICTED STOCK. 03 TO APPROVE AN AMENDMENT TO THE Mgmt For For OMNIBUS STOCK PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE UNDER THE PLAN BY 2,100,000 SHARES. 04 TO RATIFY THE SELECTION OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS VARIAN SEMICONDUCTOR S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING OCTOBER 1, 2004. ------------------------------------------------------------------------------------------------------- VEECO INSTRUMENTS INC. Agenda: 932128817 CUSIP: 922417100 Meeting Type: Annual Ticker: VECO Meeting Date: 5/7/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 HEINZ K. FRIDRICH Mgmt For For ROGER D. MCDANIEL Mgmt For For IRWIN H. PFISTER Mgmt For For 02 APPROVAL OF AN AMENDMENT TO THE VEECO Mgmt For For INSTRUMENTS INC. FIRST AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE 03 APPROVAL OF AN AMENDMENT AND Mgmt Against Against RESTATEMENT OF THE VEECO INSTRUMENTS INC. 2000 STOCK OPTION PLAN. 04 RATIFICATION OF THE APPOINTMENT OF Mgmt For For ERNST & YOUNG LLP AS AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004. ------------------------------------------------------------------------------------------------------- VERSATA, INC. Agenda: 932164267 CUSIP: 925298200 Meeting Type: Annual Ticker: VATA Meeting Date: 6/9/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 GARY MORGENTHALER Mgmt For For ALAN BARATZ Mgmt For For 02 PROPOSAL TO RATIFY THE APPOINTMENT OF Mgmt For For GRANT THORNTON LLP AS INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING OCTOBER 31, 2004. ------------------------------------------------------------------------------------------------------- VISION-SCIENCES, INC. Agenda: 932025059 CUSIP: 927912105 Meeting Type: Annual Ticker: VSCI Meeting Date: 7/24/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 KENNETH W. ANSTEY Mgmt For For G.B. LICHTENBERGER PHD Mgmt For For 02 TO APPROVE THE 2003 DIRECTOR STOCK Mgmt For For OPTION PLAN. 03 TO RATIFY THE SELECTION OF BDO Mgmt For For SEIDMAN LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR THE CURRENT ------------------------------------------------------------------------------------------------------- WD-40 COMPANY Agenda: 932054721 CUSIP: 929236107 Meeting Type: Annual Ticker: WDFC Meeting Date: 12/16/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 JOHN C. ADAMS JR. Mgmt For For MARIO L. CRIVELLO Mgmt For For DANIEL W. DERBES Mgmt For For GARY L. LUICK Mgmt For For KENNETH E. OLSON Mgmt For For GARRY O. RIDGE Mgmt For For GERALD C. SCHLEIF Mgmt For For 01 NEAL E. SCHMALE Mgmt For For EDWARD J. WALSH Mgmt For For GILES BATEMAN Mgmt For For RICHARD COLLATO Mgmt For For 02 TO APPROVE AN AMENDMENT TO THE WD-40 Mgmt For For COMPANY 1990 INCENTIVE STOCK OPTION PLAN. 03 TO APPROVE THE WD-40 COMPANY 1999 Mgmt For For NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN. 04 TO RATIFY THE SELECTION OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT ACCOUNTANTS FOR FISCAL YEAR 2004. ------------------------------------------------------------------------------------------------------- WESTERN OIL SANDS INC. Agenda: 932151753 CUSIP: 959053109 Meeting Type: Annual Ticker: WTOIF Meeting Date: 5/12/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 ON THE ELECTION OF DIRECTORS, FOR THE Mgmt no action NOMINEES SET FORTH IN THE INFORMATION CIRCULAR OF THE CORPORATION DATED MARCH 16, 2004. 02 ON THE APPOINTMENT OF Mgmt no action PRICEWATERHOUSECOOPERS LLP, CHARTERED ACCOUNTANTS, AS AUDITORS OF THE CORPORATION. ------------------------------------------------------------------------------------------------------- WHOLE FOODS MARKET, INC. Agenda: 932088051 CUSIP: 966837106 Meeting Type: Annual Ticker: WFMI Meeting Date: 3/22/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 DAVID W. DUPREE Mgmt For For GABRIELLE E. GREENE Mgmt For For JOHN P. MACKEY Mgmt For For MORRIS J. SIEGEL Mgmt For For 02 PROPOSAL TO APPROVE THE AMENDMENT TO Mgmt For For THE 1992 INCENTIVE STOCK OPTION PLAN FOR TEAM MEMBERS. 03 RATIFICATION OF THE APPOINTMENT OF Mgmt For For ERNST & YOUNG, LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2004. 04 SHAREHOLDER PROPOSAL REGARDING THE Shr For Against COMPANY S SHAREHOLDER RIGHTS PLAN. ------------------------------------------------------------------------------------------------------- WILLIAMS-SONOMA, INC. Agenda: 932125912 CUSIP: 969904101 Meeting Type: Annual Ticker: WSM Meeting Date: 5/19/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 W. HOWARD LESTER Mgmt For For EDWARD A. MUELLER Mgmt For For SANJIV AHUJA Mgmt For For ADRIAN D.P. BELLAMY Mgmt For For PATRICK J. CONNOLLY Mgmt For For JEANNE P. JACKSON Mgmt For For MICHAEL R. LYNCH Mgmt For For RICHARD T. ROBERTSON Mgmt For For 02 THE AMENDMENT AND RESTATEMENT OF THE Mgmt For For WILLIAMS-SONOMA, INC. 2001 STOCK OPTION PLAN TO (I) INCREASE THE SHARES ISSUABLE UNDER THE PLAN BY 3,500,000 SHARES, AND (II) PROVIDE FOR THE ISSUANCE OF STOCK OPTIONS, RESTRICTED STOCK AND DEFERRED STOCK 03 THE RATIFICATION OF THE SELECTION OF Mgmt For For DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JANUARY 30, 2005. ------------------------------------------------------------------------------------------------------- WILSON GREATBATCH TECHNOLOGIES, INC. Agenda: 932162833 CUSIP: 972232102 Meeting Type: Annual Ticker: GB Meeting Date: 5/25/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 EDWARD F. VOBORIL Mgmt For For PAMELA G. BAILEY Mgmt For For JOSEPH A. MILLER, JR. Mgmt For For BILL R. SANFORD Mgmt For For PETER H. SODERBERG Mgmt For For THOMAS S. SUMMER Mgmt For For WILLIAM B. SUMMERS, JR. Mgmt For For JOHN P. WAREHAM Mgmt For For ------------------------------------------------------------------------------------------------------- YANKEE CANDLE COMPANY, INC. Agenda: 932164344 CUSIP: 984757104 Meeting Type: Annual Ticker: YCC Meeting Date: 6/16/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 DALE F. FREY Mgmt For For MICHAEL F. HINES Mgmt For For RONALD L. SARGENT Mgmt For For 02 TO RATIFY THE SELECTION OF DELOITTE & Mgmt For For TOUCHE LLP AS THE COMPANY S INDEPENDENT AUDITORS FOR THE CURRENT FISCAL YEAR. ------------------------------------------------------------------------------------------------------- YORK INTERNATIONAL CORPORATION Agenda: 932132676 CUSIP: 986670107 Meeting Type: Annual Ticker: YRK Meeting Date: 5/20/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 W. MICHAEL CLEVY Mgmt For For J. RODERICK HELLER, III Mgmt For For ROBERT F.B. LOGAN Mgmt For For GERALD C. MCDONOUGH Mgmt For For C. DAVID MYERS Mgmt For For PAUL J. POWERS Mgmt For For DONALD M. ROBERTS Mgmt For For JAMES A. URRY Mgmt For For 02 ACT ON AN AMENDMENT TO THE COMPANY S Mgmt For For EMPLOYEE STOCK PURCHASE PLAN. 03 ACT ON AN AMENDMENT TO THE COMPANY S Mgmt For For INCENTIVE COMPENSATION PLAN. 04 ACT ON AN AMENDMENT TO THE COMPANY S Mgmt For For OMNIBUS STOCK PLAN. 05 RATIFY THE APPOINTMENT OF KPMG LLP AS Mgmt For For THE COMPANY S INDEPENDENT ------------------------------------------------------------------------------------------------------- ZEBRA TECHNOLOGIES CORPORATION Agenda: 932152820 CUSIP: 989207113 Meeting Type: Annual Ticker: Meeting Date: 6/3/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 GERHARD CLESS Mgmt For For MICHAEL A. SMITH Mgmt For For 02 PROPOSAL TO AMEND THE CERTIFICATE OF Mgmt For For INCORPORATION 03 PROPOSAL TO RATIFY KPMG LLP AS Mgmt For For INDEPENDENT AUDITORS 04 STOCKHOLDER PROPOSAL REGARDING THE Shr Against For CHARTER OF THE NOMINATING COMMITTEE ------------------------------------------------------------------------------------------------------- ZENON ENVIRONMENTAL INC. Agenda: 932149809 CUSIP: 98942B100 Meeting Type: Annual Ticker: ZNEVF Meeting Date: 5/13/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 FIXING THE NUMBER OF DIRECTORS AT Mgmt For For 02 ANDREW BENEDEK Mgmt For For DAVID COLCLEUGH Mgmt For For THE HON. FRANK MCKENNA Mgmt For For THE HON. MAURICE STRONG Mgmt For For ANDREW J. SZONYI Mgmt For For SAMIR J. ZALZAL Mgmt For For 03 THE APPOINTMENT OF AUDITORS AND TO Mgmt For For AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION. ------------------------------------------------------------------------------------------------------- CLEARSPEED TECHNOLOGY GROUP PLC Agenda: 700544390 CUSIP: ADPC00087 Meeting Type: EGM Ticker: Meeting Date: 6/22/2004 ISIN: ADPI00000107 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve that, a) the settlement and Mgmt no action repayment by ClearSpeed Technology Limited of the amount of the capital contribution and remaining outstanding to the Company on terms that the amount repaid by ClearSpeed Technology Limited is applied by the Company in subscribing for 1,000,000 new ordinary shares of 0.5p each in the capital of ClearSpeed Technology Limited ClearSpeed Technology Shares to be issued credited as fully paid up and ranking pari passu with the existing issued ordinary shares of 0.5p each in the capital of the Company; and b) authorize the Directors of the Company to enter in to any agreement or arrangement with ClearSpeed Technology Limited necessary or desirable for giving effect to the previous paragraph of this resolution, and notwithstanding any interest which they may have in ClearSpeed Technology Limited to take all such steps on behalf of the Company as they may thing fit including causing the Company to vote in support of any resolution of ClearSpeed Technology limited necessary for authorizing the issue 2. Approve the acquisition by a new Mgmt no action Company Newco of all of the issued share capital of ClearSpeed Technology limited in exchange for the issue credited as fully, of new ordinary shares in the capital of Newco Newco Shares and authorize the Directors of the Company notwithstanding any interest they may have in ClearSpeed Technology limited or Newco to take all steps on behalf of the Company as they may think fir for the furthering that acquisition including (i) causing the Company to vote in support of any resolution sanctioning such acquisition at any general meeting of ClearSpeed Technology Limited or at any meeting of any class of shareholders of that Company, and (ii) giving any such undertaking as the Directors may thing fit in which the Company s vote will be cast; and b) authorize the Directors of the Company to take on behalf of the Company such steps as they think may be calculated to assist in bringing about the admission of the whole of the issued share capital of Newco to trading on Alternative Investment Market of the London Stock Exchange, including (i) causing the Company to vote in support of any resolution of ClearSpeed Technology Limited sanctioning the sale of its business or assets to Newco, (ii) causing the Company to vote in support of any resolution of Newco sanctioning the reorganisation of the share capital of Newco, and (iii) causing the Company to dispose of all or any of the Company s Newco Shares in any placing made in connection with that admission and if they think fit entering in to a lock-in agreement with KBC Peel Hunt restricting for a period of up to 1 year sales by the Company of its Newco Shares provided that the terms of any such lock-in agreements made by other persons who at the date of the passing of this ------------------------------------------------------------------------------------------------------- TAIFLEX SCIENTIFIC CO LTD Agenda: 700485712 CUSIP: ADPV02945 Meeting Type: AGM Ticker: Meeting Date: 5/28/2004 ISIN: TW0008039009 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- AS PER TRUST ASSOCIATION S PROXY Non- VOTING GUIDELINES, EVERY SHAREHOLDER Voting IS ELIGIBLE TO BE NOMINATED AS A CANDIDATE AND BE ELECTED AS A DIRECTOR OR A SUPERVISOR, REGARDLESS OF BEING RECOMMENDED BY THE COMPANY AND/OR BY OTHER PARTIES. IF YOU INTEND TO VOTE FOR A LISTED CANDIDATE, YOU WILL NEED TO CONTACT THE CANDIDATE AND/OR THE ISSUING COMPANY TO OBTAIN THE CANDIDATE S NAME AND ID NUMBER. WITHOUT SUCH SPECIFIC INFORMATION, AN ELECTION 1.1 Receive the report on the business of Mgmt For * 2003 1.2 Receive the Supervisor s review Mgmt For * report of 2003 1.3 Receive the report on the Merger with Mgmt For * Hwabon Technology Co Ltd 1.4 Approve the report on the revision of Mgmt For * rules for Director s meeting 2.1 Approve the 2003 audited financial Mgmt For * statement 2.2 Approve the 2003 earnings Mgmt For * distribution; declare a cash dividend of TWD 1 per share and a stock dividend of 179 shares per 1000 2.3 Approve the investment in Mainland Mgmt For * China 2.4 Amend the Articles of Incorporation Mgmt For * 2.5 Approve to raise the capital by Mgmt For * issuing new shares from the 2003 earnings 2.6 Approve the purchase responsibility Mgmt For * insurance for the Directors and Supervisors 3. Elect the Directors and the Mgmt For * 4. Other extraordinary motions Other For * ------------------------------------------------------------------------------------------------------- AAREAL BANK AG, WIESBADEN Agenda: 700516783 CUSIP: D00379111 Meeting Type: AGM Ticker: Meeting Date: 6/16/2004 ISIN: DE0005408116 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive the financial statements and Mgmt For * the annual report for the FY 2003 with the report of the Supervisory Board, the Group financial statements and the Group annual report 10. Approve the adequacy of the Mgmt For * Supervisory Board remuneration of EUR 18,000 per Member and year 11. Approve the amendments to the Mgmt For * Articles of Association regarding the shares being deposited not later than the seventh day prior to the shareholder meeting, and Supervisory Board Members being authorized to participate in the shareholder 2. Approve the appropriation of the Mgmt For * distributable profit of EUR 37,200,905.80 as follows: payment of a dividend of EUR 0.60 per no-par shares; EUR 16,000,000 to be allocated to the revenue reserves; and ex-dividend and payable date: 17 3. Ratify the acts of the Board of Mgmt For * Managing Directors 4. Ratify the acts of the Supervisory Mgmt For * Board 5. Appoint Pwc Deutsche Revision AG, Mgmt For * Frankfurt, as the Auditors for the FY 2004 6. Authorize the Board of Managing Mgmt For * Directors, with the consent of the Supervisory Board, to increase the share capital by up to EUR 53,000,000 through the issue of new shares against payment in cash or kind, on or before 15 JUN 2005; shareholders subscription rights may be excluded for a capital increase against cash payment of up to 10% of the share capital if the new shares are issued at a price not materially below the market price of identical shares, for the granting of such rights to bondholders, for the issue of employee shares of up to EUR 4,000,000 and for a capital increase against payment in kind; and amend the corresponding Articles of 7. Authorize the Company to acquire and Mgmt For * sell own shares, at prices not differing more than 10% from the market price of the shares, on or before 15 DEC 2005; the trading portfolio of shares to be acquired for such purpose shall not exceed 10% of the Company s share capital at the end of each day 8. Authorize the Company to acquire own Mgmt For * shares of up to 10% of the share capital, at prices not differing more than 10% from the market price of the shares, on or before 15 DEC 2005; and to dispose of the shares in a manner other than the stock exchange or an offer to all shareholders if the shares are sold at a price not materially below their market price, to use the shares for acquisition purposes or for satisfying existing convertible or option rights, and to retire the shares 9. Authorize the Board of Managing Mgmt For * Directors, to issue profit sharing rights of up to EUR 400,000,000 having a term of up to 25 years on or before 15 JUN 2009; shareholders subscription rights may be excluded for residual amounts and for the issue of profit-sharing rights with ------------------------------------------------------------------------------------------------------- BKN INTERNATIONAL AG, KOELN Agenda: 700450238 CUSIP: D11886104 Meeting Type: AGM Ticker: Meeting Date: 3/4/2004 ISIN: DE0005290704 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive the financial statements and Mgmt For * annual report for the FY 2002/2003 with the report of the Supervisory Board, the Group financial statements and Group annual report 2. Ratify the acts of the Board of Mgmt For * Managing Directors 3. Ratify the acts of the Supervisory Mgmt For * Board 4. Appoint BTR Beratung und Treuhand Mgmt For * Ring GmbH, Dusseldorf as the Auditors for the FY 2003/2004 5. Authorize the Board of Managing Mgmt For * Directors to increase the Company s share capital by up to EUR 6,753,242 through the issue of up to 6,753,242 bearer no-par shares against payment in cash or kind, for a period of five years; and approve that shareholders subscription rights may be excluded for residual amounts, for the issue of employee shares, for a capital increase against payment in kind, and for an amount of up to 10% of the share capital if the shares are issued at a price not materially below their market price and correspondingly amend to the Articles 6. Authorize the Company to acquire own Mgmt For * shares of up to 10% of the share capital, at a price not differing more than 5% from the market price of the shares, on or before 05 SEP 2005; and authorize the Board of Managing Directors to dispose of the shares in manner other than the stock ex-change or an offer to all shareholders if the shares are sold at a price not materially below their market price, to use the shares for acquisition purposes or within the scope of the Company s Stock Option Plan, and to retire the shares ------------------------------------------------------------------------------------------------------- BKN INTERNATIONAL AG, KOELN Agenda: 700382904 CUSIP: D11886104 Meeting Type: AGM Ticker: Meeting Date: 7/23/2003 ISIN: DE0005290704 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive the financial statements and Mgmt For * the annual report for the FY 2001/2002 with the report of the Supervisory Board, the Group financial statements and the Group 10. Authorize the Company to acquire own Mgmt For * shares up to 10% of the share capital, at a price not differing more than 5% from the market price of the shares, on or before 23 JAN 2005; and authorize the Board of Managing Directors to dispose of the shares in manner other than the stock exchange or an offer to all shareholders if the shares are sold at a price not materially below their market price, use the shares for acquisition purposes or within the scope of the Company s stock option plan and retire the shares 2. Receive the amended financial Mgmt For * statements and the Group financial statements for the FY 2001/2002 3. Ratify the acts of the Board of Mgmt For * Managing Board 4. Ratify the acts of the Supervisory Mgmt For * Board 5. Elect the Supervisory Board Mgmt For * 6. Appoint BTR Beratung und Treuhand Mgmt For * Ring GmbH, Duesseldorf, as the Auditors for the FY 2002/2003 7. Authorize the Board of Managing Mgmt Against * Directors, in revocation of the existing authorized capital, with the consent of the Supervisory Board, to increase the Company s share capital by up to EUR 4,233,330 through the issue of up to 4,233,330 bearer no- par shares against payment in cash or kind, for a period of five years; shareholders subscription rights may be excluded for residual amounts, for the issue of employee shares, for a capital increase against payment in kind, for a capital increase against payment of up to 10% of the share capital if the shares are issued at a price not materially below their market price; and amend the Articles of Association 8. Approve to increase the existing Mgmt For * contingent capital by up to EUR 76,970 through the issue of up to 76,790 new bearer no-par shares, insofar as option rights, granted to Executives and employees of the Company and its affiliates, are 9. Amend the Articles of Association as Mgmt For * follows: a) Section 3(2), regarding announcements of the Company being published in the Electronic Federal Gazette; Section 9(1), regarding the Supervisory Board comprising 3 Members; and Section 14, regarding the shareholder meeting being transmitted audiovisually ------------------------------------------------------------------------------------------------------- MEDION AG, ESSEN Agenda: 700491878 CUSIP: D12144107 Meeting Type: AGM Ticker: Meeting Date: 5/18/2004 ISIN: DE0006605009 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive the financial statements and Mgmt For * annual report for the FY 2003 with the report of the Supervisory Board, the Group financial statements and the Group annual report 2. Approve the appropriation of the Mgmt For * distribution of profit of EUR 52,180,453.87 as follows: payment of dividend of EUR 0.70 per no-par share and the EUR 18,287,573.87 shall be allocated to the revenue reserves ex- dividend and payable date: 19 May 3. Ratify the acts of the Board of Mgmt For * Managing Directors 4. Ratify the acts of the Supervisory Mgmt For * Board 5. Appoint Maerkische Revision GmbH, Mgmt For * Essen as the Auditors for the FY 2004 6. Authorize the Company to acquire own Mgmt For * shares of up to 10% of its share capital through the stock exchange at prices not differing more than 5% from the market price of the shares, or by way of a repurchase offer at prices neither more than 5% below, nor more than 25% above, the market price of the shares, on or before 18 Nov 2005 and authorize the Board of Managing Directors authorize to retire the shares or to dispose of the shares in a manner other than the stock exchange or a rights offering if the shares are used for the acquisition purpose or to satisfy existing option and convertible ------------------------------------------------------------------------------------------------------- BOEWE SYSTEC AG, AUGSBURG Agenda: 700495244 CUSIP: D12236101 Meeting Type: AGM Ticker: Meeting Date: 5/19/2004 ISIN: DE0005239701 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive the financial statements and Mgmt no action the annual report for the FY 2003 with the report of the Supervisory board, the group financial statements and the group annual report 10. Appoint Ernst & Young AG as the Mgmt no action Auditors 2. Approve the appropriation of the Mgmt no action distributable profit of EUR 16,297,856.29 as follows: payment of a dividend of EUR 1.25 per no-par share; EUR 8,083,606.29 shall be carried forward; ex-dividend: 20 MAY 2004; payable date: 21 MAY 2004 3. Ratify the acts of the Board of Mgmt no action Managing Directors 4. Ratify the acts of the Supervisory Mgmt no action Board 5. Approve to revoke the existing Mgmt no action authorized capital II; authorize the Board of Managing Directors with the consent of the Supervisory Board to increase the share capital by up to EUR 1,560,000 through the issue of new bearer ordinary and or preferred shares against cash payment on or before 18 MAY 2009; grant shareholders the subscription rights except for residual amounts and for the issue of shares at a price not materially below their market price 6. Authorize the Company to acquire own Mgmt no action shares of up to 10% of its share capital at prices not differing more than 30% from the market price of the shares on or before 18 NOV 2005; authorize the Board of Managing Directors to dispose of the shares in a manner other than the stock exchange or a rights offering if the shares are sold at a price not materially below their market price to use the shares for acquisition purposes and to retire the shares 7. Authorize the Board of Managing Mgmt no action Directors with the consent of the Supervisory Board to issue bonds of up to EUR 780,000 having a term of up to 5 years and conferring conversion rights for new shares of the Company to employees and executives of the Company and its affiliates on or before 18 MAY 2009; approve to exclude the shareholders subscription rights; approve to increase the share capital accordingly by up to EUR 780,000 through the issue of up to 300,000 bearer ordinary shares in so far as conversion rights are 8. Authorize the Board of Managing Mgmt no action Directors with the consent of the Supervisory Board to grant profit sharing rights of up to EUR 50,000,000 having a term of up to 15 years on or before 18 MAY 2009; approve to exclude the shareholders 9. Amend the Articles of Association in Mgmt no action respect of the announcements of the Company being published in the electronic Federal Gazette ------------------------------------------------------------------------------------------------------- RATIONAL AG, LANDSBERG AM LECH Agenda: 700486625 CUSIP: D6349P107 Meeting Type: AGM Ticker: Meeting Date: 5/12/2004 ISIN: DE0007010803 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive the financial statements and Mgmt For * annual report for the 2003 FY with the report of the Supervisory Board, and the Group financial statements and Group annual report 2. Approve the appropriation of profit Mgmt For * of EUR 45,110,497.72 as follows: payment of a dividend of EUR 1.40 plus a bonus of EUR 0.45 per no-par share; EUR 24,075,997.72 shall be carried forward Ex-dividend and payable date: 13 MAY 2004 3. Ratify the acts of the Board of Mgmt For * Managing Directors 4. Ratify the acts of the Supervisory Mgmt For * Board 5. Appoint Allrevision Dornhof Kloss und Mgmt For * partner Gmbh, Munich, as the Auditor for the 2004 FY 6. Elect the Supervisory Board Mgmt For * 7. Approve that each Member of the Mgmt For * Supervisory Board shall receive a fixed annual remuneration of EUR 100,000, plus a variable, profit- related remuneration; the Chairman shall receive 1.5 times, and the Deputy Chairman 1.25 times, the fixed amount 8. Authorize the Board of Managing Mgmt For * Directors to acquire shares of the Company of up to EUR 1,137,000, at a price differing neither more than 10% from the market price of the shares if they are acquired through the stock exchange, nor more than 20% if they are acquired by way of a repurchase offer, on or before 12 NOV 2005; and authorize the Board of Managing Directors to float the shares on foreign stock exchanges, to use the acquisition purposes or within the scope of stock option plan, to sell the shares at a price not materially below their market price, and to retire the shares ------------------------------------------------------------------------------------------------------- RHOEN KLINIKUM AG Agenda: 700348762 CUSIP: D6530N101 Meeting Type: AGM Ticker: Meeting Date: 7/16/2003 ISIN: DE0007042335 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- PLEASE NOTE THAT THIS IS A Non- NOTIFICATION OF THE MEETING ONLY. IF Voting YOU WISH TO EXERCISE YOUR VOTING RIGHTS PLEASE APPLY FOR AN ENTRANCE CARD. PLEASE DO NOT RETURN THIS PROXY FORM. THANK YOU. 1. Receive the approved financial Non- statements of the Company and of the Voting Group for the year ended 31 DEC 2002 as well as the Management report on the Company s situation, the Group and the Supervisory Board s report 2. Approve the appropiation of the net Non- distributable profit in the amount of Voting EUR 23,684,548.29 as follows: payment of a dividend of EUR 0.60 per non-voting preference share, representing a nominal amount of 10,022,400.00 on 17,280,000 ordinary share, and transfer of EUR 8,478,148.23 to other retained 3. Ratify the actions of all persons who Non- held a position in the Board of Voting Management during the year 2002 4. Ratity the actions of all persons who Non- held a position in the Supervisor Voting Board during the year 2002 5. Approve to renew the authority to Non- purchase own shares, up to 10% of the Voting Company s issued share capital; authorize the Board of Management, with the consent of the Supervisory Board to resell a part or all of the repurchased own shares other than on the stock exchanges or by way of a public offer to shareholders, or to resell to the third parties any portion of the repurchased own shares against cash settelement and ex- subscription rights, at a price not below 5% of the market price of the Company s shares at the date of sale, and to recall all of the own shares repurchased; such recall will not require any additional authority by the shareholders 6. Amend the Articles of Incorporation Non- as follows: all announcements of the Voting Company shall be published in the electronic Federal Gazette (Bundesanzeiger) and last, the par value shares in issue are considered no-par value shares with the amount of the DM 5.00 representing 3 units, therefore the par value stated is obsolete 7. Elect the members of the Surpervisory Non- Board Voting 8. Appoint PricewaterhouseCoopers Non- Deutsche Revision, Aktiengesellschaft Voting Wirtschaftsprufungsgesellschaft, Frankfurt am Main as an Independent Auditor of the Company and the Group for the FY 2003 ------------------------------------------------------------------------------------------------------- TECHEM AG, ESCHBORN Agenda: 700458549 CUSIP: D83027108 Meeting Type: AGM Ticker: Meeting Date: 3/18/2004 ISIN: DE0005471601 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- IMPORTANT MARKET PROCESSING Non- REQUIREMENT: A BENEFICIAL OWNER Voting SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE AT ADP. 1. Receive the presentation of the Mgmt For * financial statements, annual report and Supervisory Board report for the 2002/2003 financial year, and the proposal on the appropriation of the distrib. profit 2. Approve the appropriation of the Mgmt For * distrib. profit of EUR 79,373,952.46 as follows: EUR 79,373,952.46 shall be carried forward 3. Ratify the acts of the Board of Mgmt For * Managing Directors 4. Ratify the acts of the Supervisory Mgmt For * Board 5. Appoint the Auditors for the Mgmt For * 2003/2004 financial year: PwC Deutsche Revision AG, Frankfurt 6. Elect the Supervisory Board Mgmt For * 7. Authorize to acquire own shares; Mgmt For * Authorize the Company to acquire own shares of up to EUR 2,468,113, at a price not deviating more than 20 pct. from their market price, on or before 18 SEP 2005, and the Board of Managing Directors shall be authorized to sell the shares on the stock exchange, use the shares for acquisition purposes, and retire the ------------------------------------------------------------------------------------------------------- UNIBAIL HOLDING Agenda: 700467233 CUSIP: F95094110 Meeting Type: MIX Ticker: Meeting Date: 4/8/2004 ISIN: FR0000124711 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- PLEASE NOTE THAT THE MEETING HELD ON Non- 31 MAR 2004 HAS BEEN POSTPONED DUE TO Voting LACK OF QUORUM AND THAT THE SECOND CONVOCATION WILL BE HELD ON 08 APR 2004. PLEASE ALSO NOTE THE NEW CUTOFF DATE. IF YOU HAVE ALREADY SENT YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK 1. Receive the Board of Directors Mgmt For * report, and the general Auditors report, and approve the accounts and the balance sheet for the FY 2003 10. Grant all powers to the Board of Mgmt For * Directors, by replacing the present authority, to decrease the share capital by canceling the shares held by the Company in connection with a Stock Repurchase Plan, within a limit of 10% over a 24-month period; authority expires at the end of 18 months; and the present delegation cancels and replaces, for the period unused, the delegation given in Resolution No.11 as specified 11. Grant all powers to the bearer of a Mgmt For * copy or an extract of the minutes of the present in order to accomplish all deposits and publications prescribed by law 2. Acknowledge the consolidated accounts Mgmt For * were presented, and the Board of Directors report for the Group is included in the Board of Directors report 3. Approve the appropriation of the Mgmt For * profits as follows: net dividend per share: EUR 3.50 profits for the FY: EUR 480,814,545.00; prior retained earnings: EUR 81,753,529.00; distributable profits: EUR 562,568,074.00; global dividend: EUR 157,502,923.00; and approve to charge the recorded profits of EUR 405,065,151.00 to the retained profits account, and the shareholders will receive a net dividend with a corresponding tax credit of EUR 0.19, this dividend will be paid on 15 JUN 2004 4. Approve the Special Auditors report, Mgmt For * in accordance with the provisions of Article L.225-38 and following of the Commercial Law 5. Approve to renew the term of office Mgmt For * of Mr. Jean-Claude Jolain as a Director for 2 years 6. Approve to renew the term of office Mgmt For * of Mr. Henri Moulard as a Director for 2 years 7. Approve to renew the term of office Mgmt For * of Mr. Jean-Jacques Rosa as a Director for 2 years 8. Approve to set an amount of EUR Mgmt For * 350,000.00 to be allocated to the Directors as attendance fees 9. Receive the Board of Directors Mgmt For * report, and authorize the Board of Directors to carry out the stock repurchase by the Company: maximum purchase price: EUR 90.00; minimum selling price: EUR 75.00; maximum number of shares to be traded: 10% of the share capital; and approve that the shares can be purchased, transferred or exchanged at any time and paid by any means on the stock exchange or by agreement; and approve that the shares can be cancelled; and authorize the Board of Directors to adjust the share maximum purchase price and the share minimum selling price; and approve that this authorization is given for a period of 18 months; and approve to delegate all powers to the Board of Directors to take all necessary measures and ------------------------------------------------------------------------------------------------------- ASM PACIFIC TECHNOLOGY LTD Agenda: 700459844 CUSIP: G0535Q117 Meeting Type: AGM Ticker: Meeting Date: 4/23/2004 ISIN: KYG0535Q1174 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive, consider and adopt the Mgmt For * audited financial statements and the reports of the Directors and the Auditors for the YE 31 DEC 2003 2. Declare a final dividend of HKD 0.84 Mgmt For * per share for the YE 31 DEC 2003 3. Re-elect the Director and authorize Mgmt For * the Board of Directors to fix their remuneration 4. Re-appoint the Auditors and authorize Mgmt For * the Board of Directors to fix their remuneration ------------------------------------------------------------------------------------------------------- ASM PACIFIC TECHNOLOGY LTD Agenda: 700489190 CUSIP: G0535Q117 Meeting Type: EGM Ticker: Meeting Date: 4/23/2004 ISIN: KYG0535Q1174 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 2. Authorize the Directors of the Mgmt Against * Company to allot shares in the capital of the Company and make or grant offers, agreements and options during and after the relevant period, not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company otherwise than pursuant to: i) a rights issue; or ii) any scrip dividend or similar arrangement; or iii) the exercise of the subscription rights under the employee share incentive scheme; Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM is 3. Authorize the Directors to purchase Mgmt For * shares of the Company during the relevant period, subject to and in accordance with all applicable laws and regulations, not exceeding 10% of the aggregate nominal amount of the issued share capital; Authority expires the earlier of the conclusion of the next AGM or the expiration of the period within which the next AGM is to be held by law 4. Approve, conditional upon the passing Mgmt For * of Resolution 3, to add the aggregate nominal amount of the share capital of the Company repurchased by the Company pursuant to Resolution 3, to the aggregate nominal amount of the share capital of the Company that may be allotted pursuant to S.1 Amend Article 1, 70, 75, 110.1, Mgmt For * 110.2.1, 110.2.2, 110.2.3, 110.2.4, 110.2.5, 110.2.6, 110, 111 and 115 of the Articles of Association ------------------------------------------------------------------------------------------------------- BLOOMSBURY PUBLISHING PLC Agenda: 700526520 CUSIP: G1179Q132 Meeting Type: AGM Ticker: Meeting Date: 6/24/2004 ISIN: GB0033147751 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive the report of the Directors Mgmt For * and the audited accounts for the YE 31 DEC 2003 2. Approve the Directors remuneration Mgmt For * report for the YE 31 DEC 2003 3. Declare a final dividend for the FYE Mgmt For * 31 Dec 2003 4. Re-elect Mr. K.M. Rooney as a Mgmt For * Director of the Company 5. Re-elect Mr. D.J. Coleman as a Mgmt For * Director of the Company 6. Re-elect Mr. M.N. Fry as a Director Mgmt For * of the Company 7. Re-elect Mr. Mayer as a Director of Mgmt For * the Company 8. Re-appoint Baker Tilly as the Mgmt For * Auditors and authorize the Directors to fix their remuneration 9. Authorize the Directors, pursuant to Mgmt For * Section 80 of the Companies Act 1985 the Act, to allot to such persons and on such terms as they think proper, any relevant securities Section 80(2) of the Act up to a maximum aggregate nominal amount of GBP 268,715; Authority expires at the conclusion of the next AGM of the Company after passing of the resolution; 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 and all prior authorities to allot relevant securities given to the Directors by resolution of the Company be revoked but without prejudice to the allotment of any relevant securities already made or to be made pursuant S.10 Authorize the Directors, pursuant to Mgmt For * Section 95 of the Act, to allot equity securities Section 94 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: i) in connection with a rights issue in favor of ordinary shareholders; ii) pursuant to the terms of the Company s existing Employees Share Scheme or any other Employees Share Scheme approved by the Members of the Company in general meeting; and iii) having nominal value not exceeding in aggregate GBP 44,064; Authority expires the earlier of the conclusion of the next AGM of the Company or 15 months from the date of passing of this resolution; and the Directors may allot equity securities after the expiry of this authority in pursuance of such an offer or agreement made prior to such expiry and all prior powers granted under Section 95 of the Act be revoked provided that such revocation shall S.11 Authorize the Company, pursuant to Mgmt For * Section 166 of the Act, to make market purchases Section 163 of the Act of up to 3,525,139 ordinary shares of 1.25p each Ordinary Shares in such manner and on such terms as the Directors may from time to time determine, at a minimum price of 1.25 pence and the maximum price exclusive of expenses which may be paid for each Ordinary Share is an amount equal to 105% of the average of the middle market quotations for an Ordinary Share taken 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 15 months from the date of passing of this resolution; 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 ------------------------------------------------------------------------------------------------------- SANCTUARY GROUP PLC Agenda: 700462219 CUSIP: G1702V103 Meeting Type: AGM Ticker: Meeting Date: 3/25/2004 ISIN: GB0003750097 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and adopt the financial Mgmt For * statements of the Company for the YE 30 SEP 2003 together with the reports of the Directors and the Auditors 2. Declare a final dividend of 0.4 penny Mgmt For * per share 3. Elect Sir C.J.R Meyer as a Director Mgmt For * 4. Re-elect Mr. M.D. Miller as a Mgmt For * Director, who retires by rotation in accordance with the Company s Articles of Association 5. Re-elect Mr. A. Najeeb as a Director, Mgmt For * who retires by rotation in accordance with the Company s Articles of Association 6. Re-elect Mr. T.M. Sharp as a Mgmt For * Director, who retires by rotation in accordance with the Company s Articles of Association 7. Re-appoint Mr. Baker Tilly as the Mgmt For * Auditors of the Company until the next general meeting at which the accounts are laid before the Company and authorize the Directors to fix their remuneration 8. Approve the Directors remuneration Mgmt For * report 9. Authorize the Directors, pursuant to Mgmt For * Section 80(1) of the Companies Act 1985, to allot, make offers or agreements to allot or grant the right to subscribe for or convert other securities into, relevant securities Section 80(2) up to an aggregate nominal amount of GBP 13,830,200.42; Authority expires at the earlier of the close of the AGM or 15 months; and the Company to allot relevant securities, before such expiry, may make such an offer or agreement made prior to such S.10 Authorize the Directors, in Mgmt For * substitution for any existing authority, pursuant to Section 95 of the Act, to allot equity securities Section 95 for cash pursuant to the authority conferred by Resolution 8, 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 issue rights; b) pursuant to the terms of any share scheme for the benefit of any employees of the Company and its subsidiaries; c) upon the exercise of warrant pursuant to any warrant instrument created by the Company; and d) up to an aggregate nominal amount of GBP 2,074,530.06 5% of the issued share capital; Authority expires the earlier of the conclusion of the next AGM of the Company or 15 S.11 Authorize the Company, to make market Mgmt For * purchases Section 163(3) of the Companies Act 1985 of up to 33,192,481 ordinary shares of 12.5p each in the capital of the Company, at a minimum price, exclusive of any expenses, which may be paid per ordinary shares in the nominal value of the share and up to 105% of the average middle market quotations for an ordinary shares derived from the London Stock Exchange Daily Official List, over the previous 5 business days; Authority expires the earlier of 25 SEP 2005 or the close 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 ------------------------------------------------------------------------------------------------------- SANCTUARY GROUP PLC Agenda: 700432557 CUSIP: G1702V103 Meeting Type: EGM Ticker: Meeting Date: 11/28/2003 ISIN: GB0003750097 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve to increase the authorize Mgmt For * share capital of the Company from GBP 49,000,000 to GBP 56,250,000 by the creation of 58,000,000 ordinary shares of 12.5 pence each ranking pari passu in all respects with the existing ordinary shares of 12.5 pence each in the capital of the 2. Authorize the Directors, pursuant to Mgmt For * Section 80 of the Companies Act 1985, to allot, make offers or agreements to allot or grant the right to subscribe for or convert other securities into, relevant securities Section 80(2), provided that the aggregate nominal amount of GBP 15,337,833.88; Authority expires the earlier of the conclusion of the next AGM or 15 months; and the Company may allot relevant securities after the expiry of this authority in pursuance of such an offer or agreement made prior to such expiry S.3 Authorize the Directors, in Mgmt For * substitution for any existing authority, pursuant to Section 95 of the Companies Act 1985, to allot equity securities pursuant to Section 95 of the Act wholly for cash pursuant to the authority conferred by Resolution 2, disapplying the statutory pre-emption rights Section 89(1), provided that this power is limited to the allotment of equity securities: i) in connection with an offer of equity securities by way of rights to ordinary shareholders; ii) pursuant to the terms of any share scheme for the benefit of any employees of the company and its subsidiaries; iii) pursuant to any warrant instrument created by the Company; iv) upon the conversion of any convertible loan notes and exercise of any warrants issued by the Company; and v) up to an aggregate nominal amount of GBP 2,045,608.31; Authority expires the earlier of the conclusion of the next AGM of the Company or 15 months; and the Directors may allot equity securities after the expiry of this authority in pursuance of such an offer or agreement made prior to such ------------------------------------------------------------------------------------------------------- CAFE DE CORAL HOLDINGS LTD Agenda: 700396547 CUSIP: G1744V103 Meeting Type: AGM Ticker: Meeting Date: 9/24/2003 ISIN: BMG1744V1037 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and adopt the audited Mgmt For * accounts and the reports of the Directors and the Auditors for the YE 2. Declare a final dividend Mgmt For * 3. Re-elect the Directors and authorize Mgmt For * the Directors to fix their 4. Re-appoint Messrs. Mgmt For * PricewaterhouseCoopers as the Auditors and authorize the Directors to fix their remuneration 5. Authorize the Directors of the Mgmt Against * Company to allot, issue and otherwise deal with additional shares in the capital of the Company and make or grant offers, agreements and options during and after the relevant period, not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company at the date of passing this resolution, otherwise than pursuant to: i) a rights issue; or ii) the exercise of rights of subscription or conversion under the terms of any warrants or other securities issued by the Company carrying a right to subscribe for or to convert into one shares of the Company; or iii) the exercise of subscription rights under any share option scheme of the Company or any similar arrangement; or iv) any scrip dividend or similar arrangement; Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM is to be held by law; and Approve to extend the general mandate granted to the Directors of the Company to allot, issue and otherwise deal with the additional shares in the capital of the Company pursuant to this Resolution, by an amount representing the aggregate nominal amount of the share capital purchased by the Company pursuant to Resolution 6, provided that such amount does not exceed 10% of the aggregate nominal amount of the issued share capital of 6. Authorize the Directors of the Mgmt For * Company to purchase its shares during the relevant period, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, not exceeding 10% of the aggregate nominal amount of the issued share capital at the date of passing this resolution 7. Approve and adopt the New Share Mgmt For * Option Scheme, subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited Stock Exchange, granting the listing of and permission to deal in shares in the capital of the Company which shall fall to be issued and allotted upon the exercise of any options that may be granted under the Share Option Scheme of the Company and authorize the Directors of the Company to do all such acts and to enter into all such transactions, arrangements and agreements as may deem necessary or expedient in order to give full effect to the New Share Option Scheme without limitation: i) administering the New Share Option Scheme and granting option under the New Share Option Scheme; ii) modifying and/or amending the New Share Option Scheme in accordance with the provisions of the New Share Option Scheme and the Rules Governing the Listing of Securities of the Stock Exchange; and iii) issuing and allotting such number of shares in the capital of the Company as may be required to be issued pursuant to the exercise of options granted under the New Share Option Scheme; and to terminate the operation of the existing Share Option Scheme of the Company adopted on 19 SEP 2000 and no options shall ------------------------------------------------------------------------------------------------------- CARPETRIGHT PLC Agenda: 700393628 CUSIP: G19083107 Meeting Type: AGM Ticker: Meeting Date: 8/12/2003 ISIN: GB0001772945 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and adopt the accounts for Mgmt For * the period ended 03 MAY 2003 together with the Directors report and the Auditors report on those accounts and the auditable part of the Directors 2. Declare a final dividend of 22p per Mgmt For * ordinary share 3. Approve the Directors remuneration Mgmt For * report for the YE 03 MAY 2003 4. Re-elect Lady Wilcox as a Director Mgmt For * 5. Re-elect M.J. Harris as a Director Mgmt For * 6. Re-elect Mr. D. Shapland as a Mgmt For * 7. Re-appoint KPMG Audit PLC as the Mgmt For * Auditors until the conclusion of the next meeting at which the accounts of the Company are laid and authorize the Directors to fix their 8. Authorize the Board, in substitution Mgmt For * for any existing authority and for the purpose of Section 80 of the Companies Act 1985, to allot relevant securities up to an aggregate nominal amount of GBP 245,277; Authority expires at the conclusion 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 S.10 Authorize the Company, for the Mgmt For * purpose of Section 166 of the Companies Act 1985, to make market purchases Section 163 of up to 7,358,332 10% of the Company s issued share capital as at the date of passing of this Resolution ordinary shares of 1p each in the capital of the Company, at a minimum price of 1p exclusive of expenses and not more than 5% above the average market value for such shares derived from the London Stock Exchange Daily Official List, over the previous 5 business days; Authority expires the earlier of the next AGM of the Company or 18 months; the Company, before the expiry, may make a contract to purchase ordinary shares which will or may be executed S.9 Authorize the Board, in substitution Mgmt For * for any existing authority and pursuant to Section 95 of the Companies Act 1985, to allot equity securities Section 94 for cash pursuant to the authority conferred by Resolution 8, disapplying the statutory pre-emption rights Section 89(1), provided that this power is limited to the allotment of equity securities: a) in connection with a rights issue in favor of ordinary shareholders; b) up to an aggregate nominal amount of GBP 36,792; Authority expires at the conclusion of the next AGM of the Company; and the Board may allot securities after the expiry of this authority in pursuance of such an offer or agreement made prior to such expiry ------------------------------------------------------------------------------------------------------- CHEN HSONG HOLDINGS LTD Agenda: 700394062 CUSIP: G20874106 Meeting Type: AGM Ticker: Meeting Date: 8/28/2003 ISIN: BMG208741063 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and approve the audited Mgmt For * financial statements and the reports of the Directors and the Auditors for the YE 31 MAR 2003 2. Approve the payment of final dividend Mgmt For * recommended by the Directors in respect of the YE 31 MAR 2003 3. Re-elect the retiring Directors and Mgmt For * approve to fix the Directors fees 4. Appoint the Auditors and authorize Mgmt For * the Directors to fix their ------------------------------------------------------------------------------------------------------- CHEN HSONG HOLDINGS LTD Agenda: 700398630 CUSIP: G20874106 Meeting Type: SGM Ticker: Meeting Date: 8/28/2003 ISIN: BMG208741063 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Authorize the Directors of the Mgmt For * Company to repurchase its own shares during the relevant period, subject to and in accordance with all applicable laws and/or requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company, not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing this resolution; Authority expires the earlier of the conclusion of the next AGM or the expiration of the period within which the next AGM of the Company is to be held by law 2. Authorize the Directors of the Mgmt Against * Company to allot, issue and deal with additional shares in the share capital of the Company and make or grant offers, agreements and options during and after the relevant period, not exceeding the aggregate of (aa) 20% of the aggregate nominal amount of the issued share capital of the Company at the date of passing this resolution; and (bb) the nominal amount of share capital of the Company repurchased after passing of this resolution up to 10% of the aggregate nominal amount of the issued share capital, otherwise than pursuant to: i) a rights issue; or ii) the exercise of subscription or conversion under the terms of nay warrants or other securities issued by the Company carrying a right to subscribe for or purchase shares of the Company; or iii) the exercise of any option under any share option scheme of the Company adopted by its shareholders for the grant or issue to eligible persons options to subscribe for or rights to acquire shares of the Company; or iv) any scrip dividend or similar arrangement; and Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is to be 3. Approve to extend the general mandate Mgmt For * granted to the Directors of the Company to allot shares and make or grant offers, agreements and options pursuant to Resolution 2, by total nominal amount of shares in the capital of the Company repurchased by the Company pursuant to purchase such shares since granting of such general mandate pursuant to Resolution 1, provided that such amount does not exceed 10% of the total nominal amount of the issued share capital of the Company at the date of passing this resolution S.4 Amend the Bye-laws of the Company by Mgmt For * deleting the existing words in the first and second lines of Bye-law 96(B) and substitute with new words S.5 Adopt the Company s Chinese name, for Mgmt For * the purpose of the Company s registration in Hong Kong under part XI of the Companies Ordinance Chapter 32 of the laws of Hong Kong ------------------------------------------------------------------------------------------------------- THE RESTAURANT GROUP PLC Agenda: 700514210 CUSIP: G2155M103 Meeting Type: AGM Ticker: Meeting Date: 5/26/2004 ISIN: GB0000897198 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive the report of the Directors Mgmt For * and the Auditors and to adopt the accounts for the FYE 31 DEC 2003 2. Receive the Directors remuneration Mgmt For * report for the YE 31 DEC 2003 3. Declare a final dividend of 2.9 pence Mgmt For * per share for the YE 31 DEC 2003 4. Re-appoint Mr. Patricia A. Corzine as Mgmt For * a Director 5. Re-appoint Mr. Kevin J. Bacon as a Mgmt For * Director 6. Re-appoint Mr. Robert Ivell as a Mgmt For * Director 7. Re-appoint BDO Stoy Hayward LLP as Mgmt For * the Auditors to hold office from the conclusion of the AGM to the conclusion of the next AGM and authorize the Directors to determine their remuneration 8. Authorize the Directors, pursuant to Mgmt For * the Article 4.3 of the Articles of Association, to allot relevant securities Section 80 up to an aggregate nominal amount of GBP 18,585,056; Authority expires at the conclusion of the AGM of the Company held in 2005 S.10 Authorize the Company, for the Mgmt For * purpose of Section 166 of the Companies Act 1985, to make market purchases Section 163(3) of up to 21,392,268 ordinary shares of 25 pence each in the capital of the Company representing 10% of the Company s issued ordinary share capital, at a minimum price of 25 pence 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 S.9 Authorize the Directors, pursuant to Mgmt For * the Article 4.4 of the Articles of Association and to the Section 94(2) to Section 94(3A) of the Companies Act 1985, up to an aggregate nominal amount of GBP 2,674,033; Authority expires at the conclusion of the AGM of the Company held in 2005 ------------------------------------------------------------------------------------------------------- THE RESTAURANT GROUP PLC Agenda: 700444893 CUSIP: G2155M103 Meeting Type: EGM Ticker: Meeting Date: 1/14/2004 ISIN: GB0000897198 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1.a Approve: a)(i) the acquisition by the Mgmt no action Company of the whole, or such lesser proportion as the Board of Directors of the Company may consider appropriate of the ordinary share capital, issued and to be issued, of ASK Central PLC on the terms and conditions contained in the offer document dated 22 DEC 2003 Offer Document; ii) the Initial Offer and the Amended Offer for ordinary shares in ASK Central PLC set out in the Offer Document from Dresdner Kleinwort Wasserstein and addressed to, inter alia, the ordinary shareholders of ASK Central PLC including any revision, extensions or other subsidiaries acquiring the whole of the issued and to be issued share in any class or classes of shares in the capital of ASK Central PLC the Offer; and iii) any and all arrangements or agreements made or entered into, or which may in the future be made or entered into, by the Company or any of its subsidiaries or persons acting in concert with the Company, in connection with the acquisition or cancellation, in each case in relation to the offer, of shares in, or options issued by, ASK Central PLC or the cancellation of admission of ASK Central Shares on AIM on terms and conditions approved by the Board; and authorize the Board to waive, amend, revise, vary or extend any of the terms and/or conditions of the Offer and do or procure the doing of such other things and execute any agreements and may any arrangements as they may consider necessary or desirable in connection with the 1.b Approve, subject to and conditional Mgmt no action upon the Offer becoming or being declared unconditional in all respects other than as regards the admission to the Official List of any ordinary shares of 25p each in the Company Ordinary Shares to be issued pursuant to the Offer and to trading on the London Stock Exchange s market for listed securities becoming effective Admission, the authorized share capital of the Company be increased from GBP 80,000,000 to GBP 100,000,000 by the creation of 80,000,000 ordinary shares of 25 pence each ranking pari passu in all respects with the existing ordinary shares 1.c Approve, subject to and conditional Mgmt no action upon the Offer becoming unconditional in all respects other than as regards Admission in addition to and without prejudice to any existing such authority, to authorize the Directors to allot relevant securities Section 80 of the Company up to a maximum aggregate nominal amount of GBP 39,012,292,50 in connection with Offer; Authority expires at the conclusion of the next AGM of the Company to be held in 2004; 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 3. uthorize the Directors, subject to Mgmt no action and conditional upon the Offer becoming or being declared unconditional and in addition to and without prejudice to any existing authority, to allot relevant securities Section 80 of the Company up to an aggregate nominal amount of GBP 7,661,270,75; Authority expires at the conclusion of the next AGM of the Company in 2004; and the Directors may allot relevant securities after the expiry of this authority in pursuance of such an offer or agreement made prior S.2 Authorize the Directors, in addition Mgmt no action to any existing authority, pursuant to Section 95 and in pursuance of the existing authority to allot relevant securities Section 80 to allot and make offer or agreements to allot equity securities Section 94(2) disapplying the statutory pre-emption rights Section 89, provided that this power is limited to the allotment of equity securities for cash up to an aggregate nominal amount of GBP 2,428,729 in connection with the conditional placing; Authority expires at the conclusion of the next AGM of the Company in 2004; and the Board may allot equity securities after the expiry of this authority in pursuance of such an offer or agreement made prior to such S.4 Authorize the Directors, in addition Mgmt no action to the existing authority, pursuant to Section 95 of the act and pursuance to the existing authority to allot relevant securities Section 80, to allot and make offer or agreements to allot equity securities Section 94(2), disapplying the statutory pre-emption rights Section 89, provided that this power is limited to the allotment of equity securities for cash up to an aggregate nominal amount of GBP 2,428,729; Authority expires at the conclusion of the next AGM of the S.5 Approve to change the name of the Mgmt no action Company to The Restaurant Group PLC ------------------------------------------------------------------------------------------------------- CLEAR MEDIA LTD Agenda: 700464124 CUSIP: G21990109 Meeting Type: AGM Ticker: Meeting Date: 5/28/2004 ISIN: BMG219901094 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and approve the audited Mgmt For * financial statements and the reports of the Directors and of the Auditors for the YE 31 DEC 2003 2. Re-elect the retiring Directors, who Mgmt For * retire by rotation and authorize the Board of Directors to fix the Directors remuneration 3. Appoint the Auditors and authorize Mgmt For * the Board of Directors to fix their remuneration 4. Authorize the Directors to purchase Mgmt For * shares during the relevant period of HKD 0.10 each in the capital of the Company Shares on The Stock Exchange of Hong Kong Limited the Stock Exchange or any other stock exchange recognized for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange, in accordance with all applicable laws including the Hong Kong Code on shares repurchases and the rules governing the Listing of Securities on the Stock Exchange the Listing Rules, not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue; Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is to be held by the Company s Bye-laws the Bye-laws or 5. Authorize the Directors to allot, Mgmt Against * issue and deal with additional shares and make or grant offers, agreements and options during and after the relevant period, not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue otherwise than pursuant to: i) a rights issue; or ii) the exercise of options granted under any share option scheme; or iii) any scrip dividend or similar arrangement; Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM is to be held by the Company s Bye-laws the Bye-laws or the Companies 6. Approve, subject to the passing of Mgmt For * Resolutions 4 and 5, to add the aggregate nominal amount of shares which are to be purchased by the Company pursuant to the authority granted to the Directors under Resolution 5, to the aggregate nominal amount of share capital that may be allotted or agreed to be allotted by the Directors pursuant to ------------------------------------------------------------------------------------------------------- CLEAR MEDIA LTD Agenda: 700493288 CUSIP: G21990109 Meeting Type: SGM Ticker: Meeting Date: 5/28/2004 ISIN: BMG219901094 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve to grant options to Mr. Han Mgmt For * Zi Jing, pursuant to the share option scheme of the Company adopted by a written resolution of the shareholders of the Company dated 28 NOV 2001, which would entitle him to subscribe for an aggregate number of 1,900,000 shares in respect of the resolution of the Board 28 MAY 2003 and 1,000,000 shares in respect of the resolution of the Board date 19 NOV 2003 of HKD 0.10 each in the share capital of the Company, at an exercise price of HKD 3.51 and HKD S.2 Amend Bye-laws 1, 2, 6, 43(1)(a), 44, Mgmt For * 51, 76, 84(2), 88, 89(1), 103, 153, 160 and 161(b) ------------------------------------------------------------------------------------------------------- CLEAR MEDIA LTD Agenda: 700521455 CUSIP: G21990109 Meeting Type: SGM Ticker: Meeting Date: 5/28/2004 ISIN: BMG219901094 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the Maintenance Services Mgmt no action Agreements and the related continuing connected transactions and proposed caps as specified, and authorize the Directors to do all such further acts and things and execute such further documents and take all such steps which in their opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of such transactions 2. Approve the Framework Agreement and Mgmt no action the related continuing connected transactions and proposed caps as specified, and authorize the Directors to do all such further acts and things and execute such further documents and take all such steps which in their opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of such transactions ------------------------------------------------------------------------------------------------------- D.F.S FURNITURE COMPANY PLC Agenda: 700429827 CUSIP: G27559106 Meeting Type: AGM Ticker: Meeting Date: 12/1/2003 ISIN: GB0002424371 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive the annual accounts of the Mgmt For * Company for the period ended 02 AUG 2003, together with the reports of the Directors, the Director s remuneration report and the Auditor s report on those accounts and on the auditable part of the Directors remuneration report 11. Approve, subject to the passing of Mgmt For * Resolution 10, any purchase by the Company pursuant to the authority conferred by Resolution 10 from Graham Kirkham and his associates as defined in Listing Rules of the Financial Services Authority 12. Approve and adopt the rules of the Mgmt For * DFS Company Share Option Plan Plan and authorize the Directors of the Company to obtain the approval of the Board of the Inland Revenue pursuant to Schedule 4 of the Income Tax (Earnings and Pensions) Act 2003 and authorize the Directors to establish further schemes pursuant to the Plan 2. Declare a final dividend of 17.0p per Mgmt For * share on the ordinary shares 3. Re-elect Mr. J.M. Blackburn as a Mgmt For * Director 4. Re-elect Mr. M.C. Walker as a Mgmt Against * 5. Re-elect Mr. W.R. Barnes as a Mgmt For * 6. Approve the Directors remuneration Mgmt For * report 7. Re-appoint KPMG Audit PLC as the Mgmt For * Auditor at a remuneration to be fixed by the Directors 8. Approve to grant the authority Mgmt For * conferred on the Directors by Article 4(B) of the Company s Articles of Association with the Section 80 amount being GBP 1,606,053 Authority expires the earlier of the conclusion of the next AGM of the S.10 Authorize the Company to make market Mgmt For * purchases Section 163(3) of the Companies Act 1985 of up to 10,688,000 ordinary shares of 5p each in the capital of the Company, at a minimum price of 5p per share 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 15 months; the Company, before the expiry, may make a contract to purchase ordinary shares which will or may be executed wholly or partly after such expiry S.9 Approve, subject to the passing of Mgmt For * Resolution 8, to grant the authority conferred on the Directors by Article 4(C) of the Company s Articles of Association with the Section 89 amount being GBP 267,214 Authority expires the earlier of the conclusion of the next AGM of the Company or 15 ------------------------------------------------------------------------------------------------------- GREENE KING PLC (FORMERLY GREENE KING & SONS Agenda: 700398351 PLC) CUSIP: G40880109 Meeting Type: AGM Ticker: Meeting Date: 8/29/2003 ISIN: GB0003872420 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and adopt the report of the Mgmt For * Directors and the accounts for the YE 04 MAY 2003 and then Auditors 2. Declare a net final dividend of 21.3p Mgmt For * per ordinary share 3. Re-elect Mr. Alan Bowkett as a Mgmt For * Director of the Company 4. Re-appoint Ernst & Young LLP and Mgmt For * authorize the Directors to fix their remuneration 5. Approve the Directors remuneration Mgmt Against * report for the YE 04 MAY 2003 6. Approve the rules of the Greene King Mgmt For * PLC Long-Term Incentive Plan 2003 Plan; and authorize the Directors, to make such modifications to the Plan as they may consider necessary to take account of the requirements of the UK Listing Authority and best practice and to adopt the Plan and do all such acts and things necessary to operate the Plan and to vote in favor of any matter connected with the Plan notwithstanding that they may be interested in the same, except that no Director may be counted in a quorum or vote in respect of his own participation, subject to the relaxation of the provisions of the Articles of Association of the S.7 Authorize the Directors, in Mgmt For * accordance with Article 11 of the Articles of Association of the Company and for the purpose of Section 80 of the Companies Act 1985, to allot relevant securities up to an aggregate nominal amount of GBP 5,966,260; Authority expires the earlier of the next AGM of the Company or 15 months; and the Directors may allot relevant securities after the expiry of this authority in pursuance of such an S.8 Approve to renew the authority and Mgmt For * powers conferred on the Directors by Article 11 of the Articles of Association of the Company, to allot securities up to GBP 894,939 Section 89 amount; Authority expires the earlier of the next AGM in 2004 or 15 months; and the Directors may allot equity securities after the expiry of this authority in pursuance of such an offer or agreement made prior to such expiry S.9 Authorize the Company, for the Mgmt For * purpose of Section 166 of the Companies Act 1985, to make market purchases Section 163 of up to 7,159,513 ordinary shares of 25p each in the capital of the Company, at a minimum price of 25p 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 next AGM of the Company or 15 months; the Company, before the expiry, may make a contract to purchase ordinary shares which will or may be executed wholly ------------------------------------------------------------------------------------------------------- INTERNATIONAL ENERGY GROUP LTD Agenda: 700498327 CUSIP: G4843M107 Meeting Type: AGM Ticker: Meeting Date: 5/20/2004 ISIN: GB0003951372 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- Elect a Chairman of the meeting Non- Voting 1. Approve the minutes of the AGM held Mgmt For * on 22 MAY 2003 10. Authorize the Directors to fix their Mgmt For * remuneration 11. Authorize the Company, in accordance Mgmt For * with Article 9A and in accordance with The Companies Purchase of Own Shares Ordinance,1988, to make market purchases of up to 7,354,30 10% of the Company s issued ordinary share capital at 31 MAR 2004 ordinary shares, at a minimum price of 10 pence and up to 105% of the average of the middle market quotations for an ordinary share derived from the Daily Official List of the London Stock Exchange, over the previous 5 business days; Authority expires the earlier of the conclusion of the next AGM or 31 DEC 2005; the Company, before the expiry, may make a contract for the purchase of ordinary shares which will or may be executed wholly or partly after such expiry and the Company may make a purchase of ordinary shares pursuant to any such 12. Authorize the Directors to allot Mgmt For * equity securities up to an aggregate nominal amount of GBP 367,711 being not more than 5% of the issued share capital of the Company; Authority expires the earlier of the conclusion of the next AGM or 31 DEC 2005; 2. Receive the Directors report and the Mgmt For * audited financial statements for the YE 31 DEC 2003 3. Approve the Directors remuneration Mgmt For * report for the YE 31 DEC 2003 4. Declare a dividend for 2003 Mgmt For * 5. Re-elect Mr. T.H. Scott as a Director Mgmt For * 6. Re-elect Mr. J.M. Le Pelley as a Mgmt For * Director 7. Re-elect Mr. P. Fairclough as a Mgmt For * Director 8. Re-elect Mr. R.A. Franklin as a Mgmt For * Director 9. Re-appoint the HLB AV Audit Plc and Mgmt For * Grant Thornton as the joint Auditors ------------------------------------------------------------------------------------------------------- JCG HOLDINGS LTD Agenda: 700448396 CUSIP: G5085Q102 Meeting Type: AGM Ticker: Meeting Date: 3/25/2004 ISIN: BMG5085Q1024 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and approve the audited Mgmt For * financial statements and the reports of the Directors and the Auditors for the YE 31 DEC 2003 2. Re-elect the Directors and authorize Mgmt For * the Board of Directors to fix the Directors remuneration 3. Re-appoint Messrs. Ernst & Young as Mgmt For * the Auditors and authorize the Directors to fix their remuneration 4. Authorize the Directors of the Mgmt Against * Company, subject all applicable laws, to allot, issue and deal with additional shares in the capital of the Company, and make or grant offers, agreements or options during and after the relevant period, not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company at the date of passing this resolution, otherwise than pursuant to i) a rights issue; or ii) the exercise of warrants to subscribe for shares of the Company or the exercise of options granted under any shares option scheme adopted by the Company; or iii) an issue of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the Company s Bye- laws; or iv) an issue of shares made pro-rata to holders of shares in the Company on a fixed record date; Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is required by any 5. Authorize the Directors of the Mgmt For * Company to repurchase shares of HKD 0.10 each in the capital of the Company on the Stock Exchange of Hong Kong Limited Stock Exchange, during the relevant period, subject to and in accordance with all applicable laws and requirements of the rules governing the listing of securities on the Stock Exchange or any other stock exchange, not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing this resolution; Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is required by any applicable law or the 6. Approve, subject to the passing of Mgmt For * Resolutions 4 and 5, to extend the general mandate granted to the Directors of the Company to allot shares, by adding thereto an amount representing the aggregate nominal amount of the shares in the Company repurchased by the Company pursuant to Resolution 5, provided that such amount does not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing this S.7 Amend Bye-law 1, 39, 48, 81, 119, Mgmt Against * 120, 130 and 160 of the Bye-laws of the Company ------------------------------------------------------------------------------------------------------- JCG HOLDINGS LTD Agenda: 700408582 CUSIP: G5085Q102 Meeting Type: CRT Ticker: Meeting Date: 9/23/2003 ISIN: BMG5085Q1024 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve, by an order dated 27 AUG Mgmt Against * 2003 Order, a Scheme of Arrangement between the Company and the holders of the scheme shares; appoint Dr. The Hong Piow as a Director of the Company or failing him, Mr. Datuk Tay Ah Lek as a Director of the Company or failing him, any other person who is a Director of the Company, by the order of the Court as at the date of the order, to act as Chairman of the said meeting and to report the result thereof to the Court; and the said Scheme of Arrangement will be subject to the subsequent approval of the Court and to the satisfaction of the proposal ------------------------------------------------------------------------------------------------------- JCG HOLDINGS LTD Agenda: 700408570 CUSIP: G5085Q102 Meeting Type: SGM Ticker: Meeting Date: 9/23/2003 ISIN: BMG5085Q1024 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- S.1 Approve the Scheme of Arrangement of Mgmt Against * 29 AUG 2003 Scheme between the Company and the holders of Scheme shares as defined in the Scheme with any modification(s) or addition(s) or condition(s) approved or imposed by the Supreme Court of Bermuda; approve, for the purpose of giving effect to the Scheme on the Effective Date as defined in the Scheme, to reduce the issued share capital of the Company by canceling and extinguishing the Scheme shares and that the Company shall apply the amount of credit arising in its books of account as a result of the reduction of its share capital to a reserve account in the books of account of the Company; and Authorize the Directors of the Company to do all such acts and things as they may consider necessary or desirable in connection with the implementation(s) of the Scheme, including without limitation the giving of consent to and modification(s) of, or addition(s) to the Scheme, which the ------------------------------------------------------------------------------------------------------- J D WETHERSPOON PLC Agenda: 700420665 CUSIP: G5085Y147 Meeting Type: AGM Ticker: Meeting Date: 11/11/2003 ISIN: GB0001638955 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive the report of the Directors Mgmt For * and the audited accounts of the Company for the FYE 27 JUL 2003 2. Receive and approve the Directors Mgmt For * remuneration report for the YE 27 JUL 2003 3. Declare a final dividend for the YE Mgmt For * 27 JUL 2003 of 2.33 pence per ordinary shares of 2 pence in the capital of the Company 4. Re-elect Mr. J. Hutson as a Director Mgmt For * 5. Re-elect Mr. J. Clarke as a Director Mgmt For * 6. Re-elect Mrs. S. Baker as a Director Mgmt For * 7. Re-appoint PricewaterhouseCoopers LLP Mgmt For * as the Auditors of the Company and authorize the Directors to fix their remuneration 8. Authorize the Directors, in Mgmt For * substitution for any existing authority and pursuant to Section 80 of the Companies Act 1985, to allot relevant securities Section 80 up to maximum nominal amount of GBP 1,350,000; Authority expires the earlier of 15 months and the conclusion of the 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 S.10 Authorize the Company, pursuant to Mgmt For * Section 166 of the Act, to make market purchases Section 163(3) of up to 31,097,740 ordinary shares in the capital of the Company, at a minimum price equal to the nominal value 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 and 30 APR 2003; the Company, before the expiry, may make a contract to purchase ordinary shares which will or may be executed wholly or partly after such expiry S.9 Authorize the Directors, subject to Mgmt For * the passing of Resolution 8 and pursuant to Section 95 of the Act, to allot equity securities Section 94(2) for cash pursuant to the authority conferred by Resolution 8, disapplying the statutory pre-emption rights Section 89(1), provided that this power is limited to the allotment of equity securities: i) for cash in connection with a rights issue, open offer in favor of ordinary shareholders; ii) for cash up to an aggregate nominal amount of GBP 207,000; Authority expires the earlier of 15 months and the conclusion of the AGM of the Company; and the Directors may allot equity securities after the expiry of this authority in pursuance of such an offer or agreement made prior to such expiry ------------------------------------------------------------------------------------------------------- JJB SPORTS PLC Agenda: 700368283 CUSIP: G51394107 Meeting Type: AGM Ticker: Meeting Date: 7/11/2003 ISIN: GB0004685235 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and approve the Directors Mgmt For * report and the audited financial statements for the YE 31 JAN 2003 and the Auditors report thereon 2. Receive and approve the Directors Mgmt For * remuneration report for the YE 31 JAN 203 3. Declare a final dividend in respect Mgmt For * of the YE 31 JAN 2003 at 5p net per ordinary share, payable on 15 JUL 203 to shareholders on the register at the close of business on 13 JUN 2003 4. Re-elect Mr. B.J.K. Dunn as a Mgmt For * Director, who retires by rotation 5. Re-elect Mr. J.D. Greenwood as a Mgmt For * Director, who retires by rotation 6. Re-elect Mr. T.W. Knight as a Mgmt For * Director, who retires in accordance with the Articles of Association of the Company 7. Re-appoint Deloitte & Touche of Mgmt For * Manchester as the Auditors until the conclusion of the next general meeting of the Company at which accounts are laid and authorize the Directors to determine their 8. Authorize the Directors, in Mgmt For * substitution for any existing authority and pursuant to Section 80 of the Companies Act 1985, to allot, grant options, offer or otherwise deal with or dispose of any relevant securities Section 80(2) of the Company up to an aggregate nominal value of GBP 4,181,219 to such persons, at such times and on such terms and conditions as the Directors subject to the Articles of Association of the Company in their absolute discretion may determine; Authority expires the earlier of the conclusion of the next AGM of the Company or 15 months; 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 S.9 Authorize the Directors, in Mgmt For * substitution for any existing authority, subject to the passing of Resolution 8 and pursuant to Section 95 of the Companies Act 1985, to allot equity securities Section 94(2) for cash pursuant to the authority conferred by Resolution 8, disapplying the statutory pre-emption rights Section 89(1), provided that this power is limited to the allotment of equity securities: (i) in connection with a rights issue in favor of ordinary shareholders; b) up to an aggregate nominal amount of GBP 587,592; Authority expires the earlier of the conclusion of the next AGM of the Company or 15 months; and the Directors may allot equity securities after the expiry of this authority in pursuance of such an offer or agreement made prior to such expiry ------------------------------------------------------------------------------------------------------- JJB SPORTS PLC Agenda: 700448954 CUSIP: G51394107 Meeting Type: EGM Ticker: Meeting Date: 2/6/2004 ISIN: GB0004685235 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 2. Approve, pursuant to the Mgmt For * authorization granted to the Company in Resolution 1, the waiver by the Panel of Takeovers and Mergers as prescribed of any requirement under Rule 9 of the City Code on Takeovers and Mergers for the Concerned Party as prescribed or any of them, to make a general offer to the shareholders of the Company as a result of the market purchase by the Company of up to 27,726,473 shares of 5 pence each in the Company S.1 Authorize the Company, subject to the Mgmt For * passing of Resolution 2 and for the purpose of Section 166 of the Companies Act 1985, to make market purchases Section 163(3) of ordinary shares of 5 pence each in the capital of the Company ordinary shares pursuant to or in connection with tender offer, as amended from time to time in accordance with the terms thereof Tender Offer provided that: the maximum number of ordinary shares hereby authorized to be purchased to the Tender Offer is such number of ordinary shares as would be derived by dividing the sum of GBP 40 million by the price to be paid per ordinary share as determined by UBS Limited and the Board of Directors of the Company and falling between 240 pence and 280 pence, and in any event being a number of ordinary shares in pursuance no greater than 16,666,666; Authority shall expire at the conclusion of the AGM of the Company in 2004 or 12 months whichever is earlier, provided that the Company may make a contract to purchase ordinary shares under this authority before its expiry which will or may be executed wholly or partly thereafter and may make a purchase of ordinary shares in pursuance of any such contract as if such authority had not expired; and the price to be paid for any ordinary shares is the strike price as specified; and authorize the Company, subject to the passing of Resolution 2, with effect from the completion or lapsing of Tender Offer and for the purpose of Section 166 of the Companies Act 1985, to make market purchases Section 163(3), of up to 5% rounded down to the nearest whole ordinary share of the issued share capital of the Company following completion or lapsing of the Tender Offer, and in any event being a number of ordinary shares no greater than 11,893,140 on such terms and in such manner as the Directors of the Company may from time to time determine, at a minimum price of 5 pence exclusive of attributable expenses payable by the Company and not more than 5% above of the average middle market quotations for an ordinary share derived from the London Stock Exchange Daily Official List, over the previous 5 business days exclusive of attributable expenses payable by the Company; Authority expires the earlier of the conclusion of the AGM of the Company in 2004 or 12 months; the Company, before the expiry, may make a contract to purchase ordinary shares ------------------------------------------------------------------------------------------------------- KINGBOARD CHEMICAL HOLDINGS LTD Agenda: 700473705 CUSIP: G52562108 Meeting Type: AGM Ticker: Meeting Date: 4/22/2004 ISIN: KYG525621085 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and consider the audited Mgmt For * financial statements and the Directors report and the Auditors report thereon for the YE 31 DEC 2003 2. Declare a final dividend Mgmt For * 3. Re-elect the Directors and authorize Mgmt For * the Board of Directors to fix their remuneration 4. Re-appoint the Auditors and authorize Mgmt For * the Board of Directors to fix their remuneration 5.A Authorize the Directors of the Mgmt Against * Company, subject to this resolution, to allot, issue and deal with additional shares of the Company shares or securities convertible into shares, or options, warrants or similar rights to subscribe for any shares, and to make or grant offers, agreements and options during and after the relevant period, not exceeding the 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution; otherwise than pursuant to i) a rights issue; ii) the exercise of rights subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares; iii) the exercise of any option Scheme or similar arrangement; or iv) any scrip dividend or similar arrangement; Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is required by law or the Articles of Association of the Company to be held; B) authorize the Directors of the Company, subject to this resolution, to repurchase shares of the Company shares or securities convertible into shares, during or after the relevant period, on The Stock Exchange of Hong Kong Limited Stock Exchange or any other stock exchange on which the securities of the Company may be listed and recognized for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under the Hong Kong Code on share repurchases and, subject to and in accordance with all applicable laws and regulations, not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this resolution; Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is required by the Articles of Association of the Company or any applicable laws to be held; C) approve, conditional upon the passing of Resolutions 5A and 5B to extend the general mandate granted to the Directors to allot, issue or otherwise deal with shares of the Company pursuant to Resolution 5A as specified, by an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to Resolution 5B as specified, provided that such amount does not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this 5.B Authorize the Directors of the Mgmt For * Company, subject to this resolution, to repurchase shares of the Company shares or securities convertible into shares, during or after the relevant period, on The Stock Exchange of Hong Kong Limited Stock Exchange or any other stock exchange on which the securities of the Company may be listed and recognized for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under the Hong Kong Code on share repurchases and, subject to and in accordance with all applicable laws and regulations, not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this resolution; Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is required by the Articles of Association of the 5.C Approve, conditional upon the passing Mgmt For * of Resolutions 5A and 5B to extend the general mandate granted to the Directors to allot, issue or otherwise deal with shares of the Company pursuant to Resolution 5A as specified, by an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to Resolution 5B as specified, provided that such amount does not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this 6. Approve to increase the authorized Mgmt For * share capital of the Company from HKD 80,000,000 divided into 800,000,000 shares of HKD 0.10 each to HKD 120,000,000 divided into 1,200,000,000 shares of HKD 0.10 each by the creation of an additional 400,000,000 new shares of HKD 0.10 each, such new shares to rank pari passu in all respects with the existing issued and unissued shares of HKD 0.10 each in the authorized share capital of the Company S.7 Amend the Articles of Association of Mgmt For * the Company as follows: a) by replacing the definition of Associate in Article 2; b) by inserting the new definition of Designated Stock Exchange in Article 2; c) by inserting the new definition of notice in Article 2; d) replacing the entire Article 3, subject to the passing of Resolution 6 as specified; e) adding the words as specified, at the end of Article 13; f) adding the sentence as specified, at the end of Article 24; g) adding the new Article 46A immediately before Article 47; h) adding the words at the end of Article 51; i) adding the new Article 73A immediately after Article 73; j) by deleting the existing Article 86 in its entirety and replacing therewith the new Article 86; k) adding the words, subject to applicable laws, rules and regulations, at the beginning of Article 98(B); l) by deleting the existing Articles 98H,I,J and K in their entirety and replacing therewith the new Articles 98H,I,J and K; m) by deleting the existing Article 99(B) in its entirety and replacing therewith the new Article 99(B); n) replacing the word as ------------------------------------------------------------------------------------------------------- KINGBOARD CHEMICAL HOLDINGS LTD Agenda: 700556472 CUSIP: G52562108 Meeting Type: EGM Ticker: Meeting Date: 6/30/2004 ISIN: KYG525621085 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the transactions under the Mgmt For * Shiral Supply Agreement and the Annual Caps and authorize the Directors of the Company to do, approve and transact all such acts and things as they may in their discretion consider necessary or desirable in connection therewith ------------------------------------------------------------------------------------------------------- LASTMINUTE.COM PLC, LONDON Agenda: 700450442 CUSIP: G5383B104 Meeting Type: AGM Ticker: Meeting Date: 3/4/2004 ISIN: GB0001583078 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- PLEASE NOTE THAT THIS IS A REVISION Non- DUE TO THE REVISED WORDING OF THE Voting RESOLUTIONS. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. 1. Receive the report of the Directors, Mgmt For * the financial statements and the report of the Auditors for the YE 30 SEP 2003 10. Authorize the Directors, to allot Mgmt For * relevant securities Section 80 up to an aggregate nominal amount of GBP 1,172,008; Authority expires the earlier of the next AGM of the Company or 04 JUN 2005; and the Board may make allotments during the relevant period which may be exercised after the relevant period 11. Authorize the Directors, subject to Mgmt For * the passing of Resolution 10 and pursuant to Section 95 of the Companies Act 1985, to allot equity securities Section 94 for cash pursuant to the authority conferred by Resolution 10, disapplying the statutory pre-emption rights Section 89(1), provided that this power is limited to the allotment of equity securities: i) in connection with a rights issue in favor of ordinary shareholders; ii) up to an aggregate nominal amount of GBP 150,249; Authority expires the earlier of the next AGM of the Company or 04 JUN 2005; and the Board may allot equity securities after the expiry of this authority in pursuance of such an offer or agreement made prior to such expiry 2. Receive and approve the remuneration Mgmt For * report for the YE 30 SEP 2003 3. Elect Mr. Clive Jacobs as a Director Mgmt For * 4. Elect Mr. Agnes Touraine as a Mgmt For * 5. Elect Mr. Sven Boinet as a Director Mgmt For * 6. Elect Mr. Ian McCaig as a Director Mgmt For * 7. Re-elect Mr. Allan Leighton as a Mgmt For * Director 8. Re-appoint Ernst & Young LLP as the Mgmt For * Auditors of the Company; and authorize the Directors to determine their remuneration 9. Approve the Lastminute.com PLC Annual Mgmt For * Share Bonus Plan, the Lastminute.com PLC Long Term Incentive Plan and the Lastminute.com PLC Share Incentive Plan Plans and authorize the Directors to do all acts and things which they consider necessary or expedient to carry the Plans into effect including the making of any amendments to the rules as they may consider necessary or desirable ------------------------------------------------------------------------------------------------------- PETER HAMBRO MINING PLC, LONDON Agenda: 700516947 CUSIP: G5555S109 Meeting Type: AGM Ticker: Meeting Date: 5/28/2004 ISIN: GB0031544546 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and adopt the report of the Mgmt For * Directors and the audited accounts of the Company for the YE 31 DEC 2003, together with the report of the Auditors 2. Re-elect Mr. Peter Hill-Wood as a Mgmt For * Director, who retires in accordance with the Article 86 of the Company s Articles of Association 3. Re-elect Mr. Peter Hambro as a Mgmt For * Director, who retires in accordance with the Article 91 of the Company s Articles of Association 4. Re-elect Sir Rudolph Agnew as a Mgmt For * Director, who retires in accordance with the Article 91 of the Company s Articles of Association 5. Re-elect Moore Stephens as the Mgmt For * Auditors until the conclusion of the next general meeting at which accounts are laid before and authorize the Directors to fix their 6. Authorize the Directors, in Mgmt Against * substitution for any existing authority and in accordance with Section 80 of the Companies Act 1985, to allot relevant securities Section 80 up to an aggregate nominal amount of GBP 360,014; Authority expires at the 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 S.7 Authorize the Directors, subject to Mgmt Against * the passing of Resolution 6 and pursuant to Section 95 of the Companies Act 1985, to allot equity securities Section 94 for cash pursuant to the authority conferred by Resolution 6 and to transfer equity securities Section 94 which are held by the Company in treasury, 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 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 the ordinary shareholders; 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 63,998; Authority expires the earlier of the conclusion of the AGM of the Company in 2005 or 15 months; and the Directors may allot equity securities after the expiry of this authority in pursuance of such an offer or agreement made prior to such S.8 Authorize the Company to make market Mgmt For * purchases Section 163(3) of up to 6,399,800 of its ordinary shares of GBP 0.01 or if the ordinary shares have a nominal value other than GBP 0.01 each, such number as has an aggregate nominal value of GBP 63,998, at a minimum price of 0.01 per share and not more than 5% of the above the average middle market quotations for such shares derived from the AIM Section of the Daily Official List of the London Stock Exchange, over the previous 5 business days; Authority expires the earlier of the conclusion of the next AGM of the Company or 18 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 ------------------------------------------------------------------------------------------------------- PETER HAMBRO MINING PLC, LONDON Agenda: 700443182 CUSIP: G5555S109 Meeting Type: EGM Ticker: Meeting Date: 12/29/2003 ISIN: GB0031544546 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the implementation of the Mgmt no action disposal of the Group s titanium assets, and the provision by the Company to Aricom PLC of related funding, including the grant of security by Aricom PLC to the Company for such funding ------------------------------------------------------------------------------------------------------- PETER HAMBRO MINING PLC, LONDON Agenda: 700522027 CUSIP: G5555S109 Meeting Type: EGM Ticker: Meeting Date: 6/7/2004 ISIN: GB0031544546 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- S.1 Authorize the Directors,: A) in Mgmt Against * substitution for any existing power and in accordance with Section 80 of the Companies Act 1985, to allot relevant securities Section 80 up to an aggregate nominal amount of GBP 360,014; Authority expires in 5 years from the date of passing this resolution; 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; pursuant to Section 95 of the Companies Act 1985, to allot equity securities Section 94 pursuant to the authority given in accordance with Section 80 of the Companies Act 1985 by this Resolution and transfer equity securities Section 94 which are held by the Company treasury, disapplying the statutory pre-emption rights Section 89(1), provided that this power is limited to the allotment of equity securities: a) in connection with a rights issue in favor of ordinary shareholders; b) pursuant to the terms of any share option scheme adopted by the Company and any shares acquired or held by the Company in treasury be transferred in satisfaction of the exercise of options under any of the Company s share option schemes; c) in connection with the Placing; and d) up to an aggregate nominal amount of GBP 110,998; Authority expires the earlier of the conclusion of the AGM of the Company in 2005 or 15 months after the date of the passing this resolution; and the Directors may allot equity securities after the expiry of this authority in pursuance of such an offer or agreement made ------------------------------------------------------------------------------------------------------- LTG TECHNOLOGIES PLC Agenda: 700480306 CUSIP: G5692V106 Meeting Type: AGM Ticker: Meeting Date: 4/19/2004 ISIN: GB0004352935 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive the Directors report and the Mgmt For * accounts for the YE 31 DEC 2003 and the Auditors report thereon 2. Approve the Directors remuneration Mgmt For * report for the YE 31 DEC 2003 3. Elect Mr. Cregor Wedell as a Mgmt For * Director, during the year 4. Re-elect Dr. Franz Wimptten as a Mgmt For * Director, who retires by rotation 5. Re-elect Mr. John Holmes as a Mgmt For * Director, who retires by rotation 6. Re-appoint BDO Stoy Hayward LLP as Mgmt For * the Auditors 7. Authorize the Directors to fix the Mgmt For * remuneration of the Auditors 8. Authorize the Directors, in Mgmt For * substitution for any existing authority and for the purpose of Section 80 of the Companies Act 1985, to allot relevant securities up to an aggregate nominal value of GBP 1,211,693.25 representing approximately 10% of issued share capital of the Company; Authority expires at the conclusion of the AGM of the Company next year; and the Directors may allot relevant securities after the expiry of this authority in pursuance of such an offer or agreement made prior to such expiry S.9 Authorize the Directors, subject to Mgmt For * the passing of Resolution 8 and pursuant to Section 95 of the Companies Act 1985, to allot equity securities Section 94 for cash pursuant to the authority conferred by Resolution 8, 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 value of GBP 1,211,693.25 10% of the issued share capital; Authority expires at the AGM of the Company in 2005 ------------------------------------------------------------------------------------------------------- LUMINAR PLC Agenda: 700359652 CUSIP: G5696A108 Meeting Type: AGM Ticker: Meeting Date: 7/1/2003 ISIN: GB0005382444 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive the audited accounts for the Mgmt For * period ended 02 MAR 2003 together with the reports of the Directors and the Auditors thereon 2. Approve the Director s report on Mgmt For * remuneration for the YE 02 MAR 2003 3. Declare a final dividend of 8.06p per Mgmt For * ordinary share 4. Re-elect Mr. A.R. Burns as a Director Mgmt For * 5. Re-elect Mr. K. Hamill as a Director Mgmt For * 6. Re-elect Mr. M. Payne as a Director Mgmt For * 7. Appoint PricewaterhouseCoopers LLP as Mgmt For * the Auditors of the Company until the conclusion of the next general meeting at which the accounts are laid and authorize the Directors to determine their remuneration 8. Authorize the Directors to allot Mgmt For * relevant securities Section 80 of the Companies Act 1985 up to an aggregate nominal amount of GBP 6,097,940; Authority expires the earlier of the next AGM of the Company or 15 months; and the Directors may make allotments during the relevant period which may be S.10 Authorize the Company, subject to the Mgmt For * Company s Articles of Association and for the purpose of Section 166 of the Companies Act 1985, to make one or more market purchases Section 163(3) of up to 7,317,528 ordinary shares 10% of the Company s issued share capital, at a minimum price of its nominal value and up to 105% of the closing mid market price 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 15 months; the Company, before the expiry, may make a contract to purchase ordinary shares which will or may be executed wholly or partly after such expiry S.9 Authorize the Directors, subject to Mgmt For * the passing of Resolution 8 and pursuant to Section 95 of the Companies Act 1985, to allot equity securities Section 94 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 an rights issue in favor of ordinary shareholders; and b) up to an aggregate nominal amount of GBP 914,691; Authority expires the earlier of the conclusion of the next AGM of the Company 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 ------------------------------------------------------------------------------------------------------- LUMINAR PLC Agenda: 700465354 CUSIP: G5696A108 Meeting Type: EGM Ticker: Meeting Date: 3/24/2004 ISIN: GB0005382444 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Authorize the Directors to adopt the Mgmt no action rules of the Luminar Deferred Bonus Plan ------------------------------------------------------------------------------------------------------- MITIE GROUP PLC Agenda: 700399644 CUSIP: G6164F157 Meeting Type: AGM Ticker: Meeting Date: 9/18/2003 ISIN: GB0004657408 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive the accounts for the YE 31 Mgmt For * MAR 2003 and the reports of the Directors and the Auditors thereon 10. Re-appoint Deloitte & Touche as the Mgmt For * Auditors of the Company until the conclusion of the next general meeting before which accounts are laid and approve to fix their remuneration by the Directors 2. Approve the remuneration report for Mgmt For * the YE 31 MAR 2003 contained in the accounts 3. Declare a final dividend for the YE Mgmt For * 31 MAR 2003 of 1.1p per ordinary share of 2 1/2p each 4. Re-elect Mr. David Malcolm Telling as Mgmt For * a Director 5. Re-elect Sir John Southwood Jennings Mgmt For * as a Director 6. Re-elect Mr. Colin Stewart Acheson as Mgmt For * a Director 7. Re-elect Mr. David Charles Ord as a Mgmt For * Director 8. Elect Mr. Ruby McGregor-Smith as a Mgmt For * Director 9. Elect Mr. Cullum McAlpine as a Mgmt For * S.11 Authorize the Directors, pursuant to Mgmt For * Section 95 of the Companies Act 1985, to allot equity securities Section 94 for cash, disapplying the statutory pre-emption rights Section 89(1), provided that this power is limited to the allotment of equity securities: a) in connection with a rights issue in favor of ordinary shareholders; b) up to an aggregate nominal amount of GBP 375,000 5% of the issued share capital; Authority expires the earlier of the conclusion of the next AGM of the Company or 15 months; and the Directors may allot equity securities after the expiry of this authority in pursuance of such an offer or agreement made prior to such expiry S.12 Authorize the Company to make market Mgmt For * purchases Section 163(3) of the Companies Act 1985 of up to 30,000,000 ordinary shares 10% of the issued share capital of 2 1/2p each in the Company, at a minimum price of 21/2p and up to 105% of the average middle market quotations for such shares derived from the Daily Official List of the London Stock Exchange, over the previous 5 business days; Authority expires the earlier of the conclusion of the next AGM of the Company 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 ------------------------------------------------------------------------------------------------------- ORIENT-EXPRESS HOTELS LTD. Agenda: 932161689 CUSIP: G67743107 Meeting Type: Annual Ticker: OEH Meeting Date: 6/7/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 JOHN D. CAMPBELL Mgmt For For JAMES B. HURLOCK Mgmt For For J. ROBERT LOVEJOY Mgmt For For DANIEL J. O'SULLIVAN Mgmt For For GEORG R. RAFAEL Mgmt For For JAMES B. SHERWOOD Mgmt For For SIMON M.C. SHERWOOD Mgmt For For 02 APPROVAL OF 2004 STOCK OPTION PLAN. Mgmt For For 03 APPOINTMENT OF DELOITTE & TOUCHE LLP Mgmt For For AS AUDITOR AND AUTHORIZATION OF THE AUDIT COMMITTEE TO FIX AUDITOR S REMUNERATION. ------------------------------------------------------------------------------------------------------- O2MICRO INTERNATIONAL LIMITED Agenda: 932178002 CUSIP: G6797E106 Meeting Type: Annual Ticker: OIIM Meeting Date: 6/17/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 MICHAEL AUSTIN Mgmt For For KEISUKE YAWATA Mgmt For For 02 TO APPROVE AND ADOPT THE FINANCIAL Mgmt For For STATEMENTS AND THE AUDITOR S REPORT IN THE FORM INCLUDED IN THE ANNUAL REPORT ON FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003. 03 TO RATIFY AND APPROVE THE RETENTION Mgmt For For OF DELOITTE & TOUCHE AS THE COMPANY S INDEPENDENT AUDITORS FOR FISCAL YEAR OF 2004. ------------------------------------------------------------------------------------------------------- PADDY POWER PLC Agenda: 700531622 CUSIP: G68673105 Meeting Type: AGM Ticker: Meeting Date: 6/22/2004 ISIN: IE0002588105 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and approve the financial Mgmt For * statements of the Company for the YE 31 DEC 2003 and the reports of the Directors and the Auditors thereon 10. Approve the establishment of the Mgmt For * Paddy Power 2004 Long Term Incentive Plan and authorize the Directors to do all acts and things which are necessary to implement the Scheme 11. Approve the modifications and Mgmt For * alterations to the Paddy Power PLC November 2000 Share Option Scheme and the Paddy Power PLC 2000 Sharesave Scheme 2. Declare a final dividend of 60.0859 Mgmt For * per share for the YE 31 DEC 2003 3.a Re-appoint Mr. Nigel Northridge as a Mgmt For * Director 3.b Re-appoint Mr. Patrick Kennedy as a Mgmt For * Director 4.a Re-elect Mr. John Corcoran as a Mgmt For * Director, who retires in accordance with Regulation 87 of the Articles of Association 4.b Re-elect Mr. Stewart Kenny as a Mgmt For * Director, who retires in accordance with Regulation 87 of the Articles of Association 4.c Re-elect Mr. David Power as a Mgmt For * Director, who retires in accordance with Regulation 87 of the Articles of Association 4.d Re-elect Mr. John O Reilly as a Mgmt For * Director, who retires in accordance with Regulation 87 of the Articles of Association 5. Authorize the Directors to fix the Mgmt For * remuneration of the Auditors for the YE 31 DEC 2004 9. Approve the establishment of the Mgmt For * Paddy Power 2004 Second Tier Option Scheme and authorize the Directors to do all acts and things which are necessary to implement the Scheme S.6 Amend Regulations 8(d), 47 of the Mgmt For * Articles of Association of the S.7 Authorize the Directors, for the Mgmt For * purpose of Section 24 of the Companies Act 1983 and subject to the Directors being authorized pursuant to Section 20 of the Act, to allot equity securities for cash pursuant to and in accordance with the provisions of Regulation 8(d) of the Articles of Association of the Company; Authority shall expire at the conclusion of the next AGM of the S.8 Authorize the Company, subject to the Mgmt For * adoption of Resolution 6, to make market purchases Section 212 of shares of any class of the Company on such terms and conditions as the Directors may determine in accordance with and subject to the provisions of the Companies Act 1990 and to the restrictions and provisions set out in Regulation 47(a) of the Articles of Association of the Company; the re-issue price range at which any treasury share for the time being held by the Company, may be re-issued off-market, shall be the price range set out in Article 47(b) of the Articles of Association of the Company; Authority shall expire at the conclusion of the next AGM of the Company or 21 DEC 2005 ------------------------------------------------------------------------------------------------------- MICHAEL PAGE INTERNATIONAL PLC Agenda: 700501441 CUSIP: G68694119 Meeting Type: AGM Ticker: Meeting Date: 5/27/2004 ISIN: GB0030232317 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and approve the reports of Mgmt For * the Directors and Auditors and accounts for the YE 31 DEC 2003 2. Declare the final dividend on the Mgmt For * ordinary share capital of the Company for the YE 31 DEC 2003 of 2.3p per share 3. Re-elect Mr. R. Lourey as a Director Mgmt For * of the Company 4. Re-elect Mr. S.J. Box as a Director Mgmt For * of the Company 5. Re-elect Mr. S.P. Burke as a Director Mgmt For * of the Company 6. Re-elect Mr. C.H. Dumon as a Director Mgmt For * of the Company 7. Approve the Directors remuneration Mgmt For * report for the YE 31 DEC 2003 8. Re-appoint Deloitte & Touche LLP as Mgmt For * the Auditors of the Company until the conclusion of the next AGM at a remuneration to be fixed by the Directors 9. Authorize the Directors, for the Mgmt For * purposes of Section 80 of the Companies Act 1985, to allot relevant securities Section 80(2) up to an aggregate nominal amount of GBP 1,212,209 to such persons upon such conditions as the Directors may determine; Authority expires at the conclusion 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 S.10 Authorize the Directors, pursuant to Mgmt For * Section 95 of the Companies Act 1985, to allot equity securities Section 94 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 to holders of equity securities; and b) up to an aggregate nominal amount of GBP 181,831; Authority expires at the conclusion of the next AGM of the Company when the general authority under Resolution 9 shall expire; and the Directors may allot equity securities after the expiry of this authority in pursuance of such an offer or agreement made prior to such expiry S.11 Authorize the Company, pursuant to Mgmt For * the Company s Articles of Association and Section 166 of the Companies Act 1985, to make market purchases of up to 36,366,280 ordinary shares of 1p each in the capital of the Company, at a minimum price of 1 pence and an amount equal to 105% of the average mid-market quotations 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 after date of passing this resolution; 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 ------------------------------------------------------------------------------------------------------- MICHAEL PAGE INTERNATIONAL PLC Agenda: 700438321 CUSIP: G68694119 Meeting Type: EGM Ticker: Meeting Date: 12/18/2003 ISIN: GB0030232317 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the establishment of a Share Mgmt For * Incentive Plan for Executive Directors and certain Senior Managers of the Group ------------------------------------------------------------------------------------------------------- PHOENIX SATELLITE TELEVISION HOLDINGS LTD Agenda: 700433701 CUSIP: G70645109 Meeting Type: AGM Ticker: Meeting Date: 12/4/2003 ISIN: KYG706451096 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and approve the audited Mgmt For * consolidated financial statements and the reports of the Directors and the Auditors for the YE 30 JUN 2003 2. Re-elect the retiring Directors and Mgmt For * authorize the Board of Directors to fix their remuneration 3. Re-appoint the Auditors and authorize Mgmt For * the Board of Directors to fix their remuneration 4. Authorize the Directors of the Mgmt Against * Company, pursuant to rules governing the listing of securities on the Growth Enterprise Market GEM on the Stock Exchange of Hong Kong Limited, to allot, issue and deal with additional shares in the share capital of the Company and make or grant offers, agreements and options during and after the relevant period, not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company at the date of passing this resolution, otherwise than pursuant to i) a rights issue; or ii) the exercise of options granted under the share option schemes adopted by the Company; or iii) any scrip dividend scheme or similar arrangements providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company pursuant to the Articles of Association of the Company from time to time; Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is required by the Articles of Association of the Company or any applicable law to be 5. Authorize the Directors of the Mgmt For * Company to repurchase issued shares of the Company on the Stock Exchange of Hong Kong Limited Sock Exchange or any other stock exchange on which the securities of the Company be listed and recognized by the securities and futures commission of Hong Kong and the Stock Exchange for this purpose, during the relevant period, subject to and in accordance with all applicable laws and requirements of the Stock Exchange or any other stock exchange, not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company at the date of 6. Approve, subject to the passing of Mgmt Against * Resolutions 4 and 5, to extend the general mandate granted to the Directors of the Company to allot, issue and deal with shares of the Company pursuant to Resolution 4, by adding thereto an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company pursuant to Resolution 5, provided that such amount does not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing this 7. Re-approve the Annual Caps for the Mgmt For * New Star Services Agreement 8. Re-approve the Annual Caps for the Mgmt For * ATV Programme Licensing Agreement 9. Re-approve the Annual Caps for the Mgmt For * Star Movies Agreement ------------------------------------------------------------------------------------------------------- PHOENIX SATELLITE TELEVISION HOLDINGS LTD Agenda: 700540811 CUSIP: G70645109 Meeting Type: AGM Ticker: Meeting Date: 6/29/2004 ISIN: KYG706451096 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive the audited consolidated Mgmt For * financial statements and the report of the Directors and the Auditors for the 6 months ended 31 DEC 2003 2. Re-elect Mr. Chui Keung, as a Mgmt For * Director and Mr. Cheung San Ping as a Senior Management Profile and authorize the Board of Directors to fix their remuneration 3. Re-appoint the Auditors of the Mgmt For * Company and authorize the Board of Directors to fix their remuneration 4. Authorize the Directors, subject to Mgmt Abstain * the below, pursuant to the Rules Governing the Listing of Securities on the Growth Enterprise Market GEM on the Stock Exchange of Hong Kong Limited GEM Listing Rules, to allot, issue and deal with additional shares in the capital of the Company and make or grant offers, agreements and options during and after the relevant period, not exceeding the aggregate of a) 20% of the aggregate nominal amount of the issued share capital of the Company; otherwise than pursuant to i) a rights issue; or ii) any share option scheme or similar arrangement; or iii) any scrip dividend or similar arrangement; Authority expires the earlier of the conclusion of the next AGM or the expiration of the period within which the next AGM is to be held by law or as required by the 5. Authorize the Directors of the Mgmt For * Company to repurchase issued shares of the Company during the relevant period, on The Stock Exchange of Hong Kong Limited or any other stock exchange on which the shares of the Company have been or may be listed and recognized by the Securities and Futures Commission under the Hong Kong Code on share repurchases for such purposes, subject to and in accordance with all applicable laws and regulations, at such price as the Directors may at their discretion determine in accordance with all applicable laws and regulations, not exceeding 10% of the aggregate nominal amount of the share capital 6. Approve to extend the general mandate Mgmt For * granted to the Directors of the Company to allot, issued and deal with shares and to make or grant offers, agreements and options pursuant to Resolution 4, by an amount representing the aggregate nominal amount of the share capital repurchased by the Company pursuant to Resolution 5, provided that such amount does not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing this S.7 Amend the Articles of Association of Mgmt For * the Company as follows: by amending the Article 1; by deleting the existing Article 66 and substituting it with the new Article 66; by deleting the existing Article 67 and substituting it with the new Article 67; by renumbering the existing Article 76 as Article 76(1) and adding the new Article 76(2) immediately; by deleting the existing Article 88 in its entirely and substituting with the new Article 88; by deleting the existing Article 103 in its entirely and substituting with the new Article 103; and approve the new Memorandum and the Articles of Association of the Company, consolidating all changes previously adopted by the Company and all of the changes referred above, is hereby adopted with the immediate effect in replacement of existing in replacement of the existing Memorandum and the Articles of ------------------------------------------------------------------------------------------------------- RELIANCE SECURITY GROUP PLC Agenda: 700400865 CUSIP: G74890107 Meeting Type: AGM Ticker: Meeting Date: 9/10/2003 ISIN: GB0007321325 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and approve the audited Mgmt For * accounts of the Company for the FYE 25 APR 2003 including the reports of the Directors and the Auditors 2. Receive and approve the Directors Mgmt For * remuneration report for the FYE 25 APR 2003 3. Declare a final dividend Mgmt For * 4. Re-appoint Mr. Nell French as a Mgmt For * Director, who retires by rotation 5. Re-appoint Mr. Tony Holes as a Mgmt For * Director, who retires by rotation 6. Re-appoint Deloitte & Touche or Mgmt For * Deloitte & Touche LLP as the Auditors and authorize the Directors to determine their remuneration S.7 Authorize the Company to make market Mgmt For * purchases Section 163(3) of the Companies Act 1985 on the London Stock Exchange of up to 1,164,000 ordinary shares of 5p each in the capital of the Company, at a minimum price of 5p and not more than 5% above the average market quotations for such shares as derived from the London Stock Exchange Daily Official List, over the previous 5 business days; Authority, unless renewed, varied or revoked, expires the earlier of, at the date of the AGM in 2004, or 15 months after passing of this resolution; the Company, before the expiry, may make a contract to purchase its own shares which will or may be executed wholly or partly after such expiry S.8 Amend the Articles of Association of Mgmt For * the Company ------------------------------------------------------------------------------------------------------- RELIANCE SECURITY GROUP PLC Agenda: 700433523 CUSIP: G74890107 Meeting Type: EGM Ticker: Meeting Date: 11/28/2003 ISIN: GB0007321325 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve to adopt the Reliance Mgmt For * Security Group Plc Long-term ------------------------------------------------------------------------------------------------------- RENISHAW PLC Agenda: 700404457 CUSIP: G75006117 Meeting Type: AGM Ticker: Meeting Date: 10/17/2003 ISIN: GB0007323586 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- Transact any other business Non- Voting 1. Receive and approve the reports of Mgmt For * the Directors and the Auditors and the financial statements for the YE 30 JUN 2003 2. Declare a final dividend Mgmt For * 3. Re-elect Mr. B.R. Taylor as a Mgmt For * Director of the Company, who retires 4. Re-elect J.P. McGeehan as a Director Mgmt For * of the Company, who retires by 5. Elect Mr. T.D. Snowden as a Director Mgmt For * of the Company 6. Elect Mr. T.B. Garthwaite as a Mgmt For * Director of the Company 7. Approve the Directors remuneration Mgmt For * report contained in the annual report 2003 8. Re-appoint KPMG Audit PLC as the Mgmt For * Auditor of the Company and authorize the Directors to determine their remuneration S.9 Authorize the Company to make market Mgmt For * purchases Section 163(3) of the Companies Act 1985 of up to 7,278,854 ordinary shares of 20p each in the capital of the Company, at a minimum price of 20p 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 10 business days; Authority expires the earlier of the conclusion of the AGM of the Company in 2004 or 31 DEC 2004; the Company, before the expiry, may make a contract to purchase ordinary shares which will or may be executed wholly or partly ------------------------------------------------------------------------------------------------------- ROTORK PLC Agenda: 700482576 CUSIP: G76717126 Meeting Type: AGM Ticker: Meeting Date: 5/21/2004 ISIN: GB0007506958 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and adopt the Directors Mgmt For * report and accounts and Auditors report thereon for 2003 10. Authorize the Directors to allot Mgmt For * shares outside of statutory pre- emption rights subject to normal conditions 11. Authorize the Company to repurchase Mgmt For * ordinary Shares 12. Authorize the Company to repurchase Mgmt For * preference shares 13. Adopt new Articles of Association Mgmt For * 2. Declare a final dividend Mgmt For * 3. Re-elect Mr. WH Whiteley as a Mgmt For * 4. Re-elect Mr. A Walker as a Director Mgmt For * 5. Re-appoint KPMG Audit PLC as the Mgmt For * Auditors of the Company 6. Authorize the Directors to fix the Mgmt For * remuneration of the Auditors 7. Approve the Directors Remuneration Mgmt For * report 8. Approve the Rotork Sharesave scheme Mgmt For * 9. Authorize the Directors to allot Mgmt For * ------------------------------------------------------------------------------------------------------- SIBIR ENERGY PLC, LONDON Agenda: 700420540 CUSIP: G7676S117 Meeting Type: AGM Ticker: Meeting Date: 11/6/2003 ISIN: GB0008010216 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive the report of the Directors Mgmt For * and the audited accounts of the Company for the YE 31 DEC 2002 2. Re-elect Mr. A.Betsky, who retires by Mgmt For * rotation 3. Re-elect Mr. W.L.S. Guinness, who Mgmt For * retires by rotation 4. Re-appoint Ernst & Young LLP as the Mgmt For * Auditors 5. Authorize the Directors to agree the Mgmt For * remuneration of the Auditors 6. Authorize the Directors, in Mgmt For * substitution for any existing authority and in accordance with Section 80 of the Companies Act 1985, to allot relevant securities Section 80(2) up to an aggregate nominal amount of GBP 52,477,534; Authority expires at the conclusion of the next AGM in 2004; and the Directors may make allotments during the relevant period which may be exercised after the relevant period S.7 Authorize the Directors, subject to Mgmt For * the passing of Resolution 6 and pursuant to Section 95 of the Companies Act 1985, to allot equity securities Section 94 pursuant to the authority conferred by Resolution 6, disapplying the statutory pre- emption rights Section 89(1), provided that this power is limited to the allotment of equity securities: a) in connection with a rights issue in favor of ordinary shareholders; b) up to an aggregate nominal amount of GBP 7,871,630; Authority expires at the conclusion of the AGM of the Company in 2004; and the Directors may allot equity securities after the expiry of this authority in pursuance of such an offer or agreement made prior to such S.8 Approve, in accordance with the Mgmt For * provisions of Section 9 of the Companies Act 1985, to amend Articles of Association of the Company ------------------------------------------------------------------------------------------------------- SHANGHAI REAL ESTATE LTD Agenda: 700513977 CUSIP: G8064F105 Meeting Type: AGM Ticker: Meeting Date: 5/27/2004 ISIN: BMG8064F1059 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and approve the financial Mgmt no action statements and the reports of the Directors and the Auditors for the YE 31 DEC 2003 2. Declare a final dividend Mgmt no action 3. Re-elect the Directors and authorize Mgmt no action the Board of Directors to fix the remuneration of the Directors 4. Re-appoint the Auditors and authorize Mgmt no action the Board of Directors to fix their remuneration 5.A Authorize the Directors of the Mgmt no action Company to repurchase shares of HKD 0.10 each in the capital of the Company during the relevant period, on The Stock Exchange of Hong Kong Limited or any other stock exchange on which the shares of the Company have been or may be listed and recognized by the Securities and Futures Commission of Hong Kong and the stock exchange for this purposes, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the stock exchange or of any other stock exchange, not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company; Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of 5.B Authorize the Directors of the Mgmt no action Company to allot, issue and deal with additional shares of HKD 0.10 each in the capital of the Company and make or grant offers, agreements and options during and after the relevant period, not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company otherwise than pursuant to: i) a rights issue; or ii) an issue of shares as scrip dividends in accordance with the Bye-laws of the Company from time to time; or iii) an issue of shares upon the exercise of the rights of subscription or conversion under the terms of any bonds, warrants, debenture, notes and any securities which carry rights to subscribe for or are convertible into shares of the Company; or iv) an issue of shares under any option scheme or similar arrangements; Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the 5.C Approve, conditional upon the passing Mgmt no action of Resolutions 5.A and 5.B, to extend the general mandate granted to the Directors to allot, issue and deal with additional shares and make or grant offers, agreements and options of such the shares pursuant to Resolution 5.B, by an amount representing the aggregate nominal amount of the share capital repurchased pursuant to Resolution 5.A, provided that such amount does not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing this resolution S.6 Amend the Bye-laws of the Company as Mgmt no action follows: a) Bye-law 1; b) Bye-law 2; c) Bye-law 6; d) Bye-law 12; e) Bye- law 44; f) Bye-law 46; g) Bye-law 48; h) Bye-law 51; i) Bye-law 66; j) Bye-law 67; k) Bye-law 76; l) Bye-law 84; m) Bye-law 86; n) Bye-law 87; o) Bye-law 88; p) Bye-law 103; q) Bye- law 153; r) Bye-law 160; s) Bye-law 161; t) Bye-law 162; and u) Bye-law ------------------------------------------------------------------------------------------------------- SHANGHAI REAL ESTATE LTD Agenda: 700402528 CUSIP: G8064F105 Meeting Type: SGM Ticker: Meeting Date: 8/28/2003 ISIN: BMG8064F1059 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve, pursuant to Clause 9.1(b) of Mgmt Against * the Share Option Scheme adopted on 23 MAY 2002, to refresh the 10% limit under the Scheme, the total number of shares of HKD 0.10 each in the capital of the Company not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company provided that the options previously granted under the Scheme shall not be counted for the purpose of calculating the 10% limit as ------------------------------------------------------------------------------------------------------- SPIRAX-SARCO ENGINEERING PLC Agenda: 700478642 CUSIP: G83561103 Meeting Type: AGM Ticker: Meeting Date: 5/13/2004 ISIN: GB0008347048 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive the Directors report and Mgmt For * accounts 10. Authorize the Directors, subject to Mgmt For * and in accordance with Article 6 of the Articles of Association, to allot securities up to an aggregate nominal amount of GBP 6,200,000; (Authority expires 12 MAY 2009 and revoke all authorities under Section 80 of the Companies Act 1985) 11. Authorize the Directors, subject to Mgmt For * and in accordance with Article 7 of the Articles of Association ( Paragraph (1)(b)) to allot equity securities, provided that this power is limited to the allotment of equity securities for cash up to an aggregate nominal amount equal to GBP 934,000; (Authority expires on 12 MAY 2009 and revoke all authorities under Section 95 of the Companies Act 12. Authorize the Directors, pursuant to Mgmt For * Article 109 of the Articles of Association, to approve the issue of shares in lieu of cash dividend declared or paid for the FYE 31 DEC 2008 2. Approve the Directors remuneration Mgmt For * report 3. Declare a final dividend Mgmt For * 4. Appoint Mr. N.H. Daws as a Director Mgmt For * 5. Re-appoint Mr. G.P. Marchand as a Mgmt For * Director 6. Re-appoint Mr. D.J. Meredith as a Mgmt For * Director 7. Re-appoint Mr. P.A. Smith as a Mgmt For * 8. Re-appoint Mr. M. Townsend as a Mgmt For * Director 9. Re-appoint KPMG Audit PLC as the Mgmt For * Auditors of the Company and authorize the Audit Committee to determine the remuneration S.13 Authorize the Company to make market Mgmt For * purchase, in accordance with Section 163 of the Companies Act 1985 and subject to Article 11 of the Articles of Association, of up to 7,400,000 ordinary shares at a minimum price of 25p and up to 105% above the average market quote over the prebious 5 trading days; (Authority expires at the conclusion of the next AGM) ------------------------------------------------------------------------------------------------------- STANLEY LEISURE PLC Agenda: 700402198 CUSIP: G84344103 Meeting Type: AGM Ticker: Meeting Date: 9/10/2003 ISIN: GB0008411026 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and consider the accounts and Mgmt For * reports of the Directors and the Auditors for the YE 27 APR 2003 12. Approve an adopt the Stanley Leisure Mgmt For * PLC Long Term Incentive Plan and authorize the Directors to enter into the Stanley Leisure PLC Long Term Incentive Plan on behalf of the 2. Declare a final dividend in respect Mgmt For * of the YE 27 APR 2003 of 6.1p per ordinary share payable on 22 SEP 2003 3. Elect Mr. Tim Weller as a Director Mgmt For * 4. Re-elect Mr. Paul Collis as a Mgmt For * 5. Re-elect Mr. John Whittaker as a Mgmt For * Director 6. Re-appoint PricewaterhouseCoopers LLP Mgmt For * as the Auditors of the Company until the conclusion of the next general meeting of the Company and that their remuneration is fixed by the 7. Approve the retirement of Mr. Len Mgmt For * Cowburn, a Non-Executive Director of the Company, who retires pursuant to Article 110 of the Articles of Association of the Company and not seeking re-election, the office of Director thereby vacated be not filled by any resolution of the meeting and that Mr. Len Cowburn s retirement take effect from the conclusion of the meeting 8. Approve the remuneration report Mgmt For * contained in the Company s annual report and accounts for the YE 27 APR 2003 9. Authorize the Directors, in Mgmt For * accordance with Section 80 of the Companies Act 1985, to allot relevant securities Section 80 up to an aggregate nominal amount of GBP 8,324,283 being the currently available unissued shares capital of the Company at 01 AUG 2003; Authority expires the earlier of the conclusion of the AGM in 2004 or 15 months; and the Directors may make allotments during the relevant period which may be exercised after the S.10 Authorize the Directors, subject to Mgmt For * the passing of Resolution 9 and pursuant to Section 95 of the Companies Act 1985, to allot equity securities for cash Section 94, 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 offers in favor of ordinary shareholders; b) up to an aggregate nominal amount of GBP 1,583,785 5% of the issued share capital at 01 AUG 2003 and shall not in any event exceed the amount of the authorized and unissued share capital of the Company; Authority expires the earlier of the conclusion of the AGM in 2004 or 15 months; and the Directors may allot equity securities after the expiry of this authority in pursuance of such an offer or S.11 Authorize the Company, pursuant to Mgmt For * Section 166 of the Companies Act 1985, to make market purchases Section 163(3) of up to 12,670,286 GBP 3,167,571 ordinary shares 10% of the issued share capital of the Company at 01 AUG 2003 of 25p each in the capital of the Company, at a minimum price of 25p and up to 105% of the middle market quotations for such shares derived from the London Stock Exchange Daily Official List, for the 5 business days preceding the date of purchase; Authority expires the earlier of the conclusion of the AGM in 2004 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 ------------------------------------------------------------------------------------------------------- EMI GROUP PLC Agenda: 700372042 CUSIP: G88346187 Meeting Type: AGM Ticker: Meeting Date: 7/9/2003 ISIN: GB0000444736 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive the Directors report and the Mgmt For * financial statements for the YE 31 MAR 2003 12. i) Approve the rules of the EMI Mgmt For * Executive Share Incentive Plan ESIP; ii) authorize the Directors to make such modifications deemed necessary to implement and give effect to the this resolution to obtain the approval of the Inland Revenue or such other approvals; and iii) authorize the Directors to establish further schemes or plans based on the ESIP (or schedules thereto), but modified to take account of local tax, exchange control or securities law in overseas territories, provided that any shares made available under such schemes or plans are treated as counted against the limits on individual or overall participation 2. Declare a final dividend of 6.0p per Mgmt For * ordinary share 3. Approve the Directors remuneration Mgmt For * report for the YE 31 MAR 2003 4. Re-elect Mr. E.L. Nicoli as a Mgmt For * 5. Re-elect Mr. P.A. Georgescu as a Mgmt For * Director 6. Re-elect Mr. D.J. Londener as a Mgmt For * Director 7. Re-appoint Ernst & Young LLP as the Mgmt For * Auditors until the conclusion of the next general meeting at which accounts are laid 8. Authorize the Directors to determine Mgmt For * the remuneration of the Auditor 9. Authorize the Directors, under Mgmt For * Article 14 of the Companies Articles of Association, to allot relevant securities of up to GBP 41,672,749 which is the Section 80 amount; Authority expires the earlier of the period ending 08 OCT 2004 or at the conclusion of the 2004 AGM S.10 Authorize the Directors, subject to Mgmt For * the passing of Resolution 9 and under Article 14 of the Companies Articles of Association, to allot equity securities for cash, disapplying the statutory pre-emption rights Section 89(1), of up to GBP 5,520,186 which is the Section 89 amount; Authority expires the earlier of the period ending 08 OCT 2004 or at the conclusion of the 2004 AGM S.11 Authorize the Company, pursuant to Mgmt For * the authorities contained in the Articles of Association, to make market purchases Section 163(3) of the Companies Act 1985 of up to 78,859,793 ordinary shares of 14p each, at a minimum price of 14p and not more than 5% above the average market values for such shares derived from the London Stock Exchange Daily Official List, over the previous 5 business days; Authority expires the earlier of the period ending 08 OCT 2004 or at the conclusion of the 2004 AGM; 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 ------------------------------------------------------------------------------------------------------- ULTRAFRAME PLC Agenda: 700442786 CUSIP: G9187J107 Meeting Type: AGM Ticker: Meeting Date: 1/23/2004 ISIN: GB0001574788 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve to adopt the financial Mgmt For * statements, reports of the Directors and the Auditors 2. Approve the report on remuneration Mgmt For * 3. Approve the proposed dividend Mgmt For * 4. Re-elect Mr. R.H. Sellers Mgmt For * 5. Re-elect Mr. P.N. Gale Mgmt For * 6. Re-elect Mr. C. Richardson Mgmt For * 7. Elect Mr. R.J. Scott Mgmt For * 8. Re-appoint KPMG Audit PLC as the Mgmt For * Auditors 9. Authorize the Directors to allot Mgmt For * relevant securities, pursuant to Section 80 of the Companies Act 1985 S.10 Authorize the Directors to allot Mgmt For * equity securities pursuant to Section 95 of the Companies Act 1985 ------------------------------------------------------------------------------------------------------- ULTRAFRAME PLC Agenda: 700442798 CUSIP: G9187J107 Meeting Type: EGM Ticker: Meeting Date: 1/23/2004 ISIN: GB0001574788 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Authorize the Company to make market Mgmt For * purchases 2. Approve the Rule 9 Waiver relating to Mgmt For * the Ultraframe shareholders ------------------------------------------------------------------------------------------------------- VENTURE PRODUCTION PLC Agenda: 700517038 CUSIP: G9335K105 Meeting Type: AGM Ticker: Meeting Date: 6/9/2004 ISIN: GB0031423188 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and adopt the Directors Mgmt For * report and the accounts for the YE 31 DEC 2003 2. Approve the Directors remuneration Mgmt For * report 3. Elect Mr. Mark Nicholls as a Director Mgmt For * 4. Re-elect Mr. Jonathan Farber as a Mgmt For * Director 5. Re-elect Mr. John Morgan as a Mgmt For * 6. Re-elect Mr. Bruce Dingwall as a Mgmt For * Director 7. Re-appoint PricewaterhouseCoopers LLP Mgmt For * as the Auditors of the Company 8. Authorize the Board to allot relevant Mgmt For * securities in terms of this S.10 Authorize the Company to make market Mgmt For * purchases on the London Stock Exchange of ordinary shares in the capital of the Company S.9 Authorize the Board to allot equity Mgmt For * securities by disapplying Section 89(1) of the Companies Act, 1985 ------------------------------------------------------------------------------------------------------- WILLIAM HILL PLC Agenda: 700491296 CUSIP: G9645P117 Meeting Type: AGM Ticker: Meeting Date: 5/17/2004 ISIN: GB0031698896 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive the Directors report and Mgmt For * accounts for the fifty-two weeks ended 30 DEC 2003 2. Approve the Directors remuneration Mgmt For * report 3. Declare a final dividend of 9.0p for Mgmt For * each ordinary share 4. Elect Mr. David Allvey as a Director Mgmt For * 5. Elect Mr. Barry Gibson as a Director Mgmt For * 6. Re-appoint Delloitte & Touche LLP as Mgmt For * Auditors of the Company 7. Authorize the Directors to determine Mgmt For * the remuneration of the Auditors of the Company 8. Amend the rules of the 2004 Senior Mgmt For * Management Operating Bonus Scheme, the William Hill Executive Director Incentive Plan, the Willaim Hill Long Term Incentive Plan and the William Hill Saye Share Option Schemes to enable share options and awards to be satisfied using treasury shares and to authorize the Directors to take related necessary or expedient 9. Approve to renew the Directors Mgmt For * authority to allot relevant securities up to a maximum nominal amount of GBP 14,060,370, representing one-third of the Company s issued share capital at 07 APR S.10 Amend Article 13 of the Company s Mgmt For * Articles of Association to extend the disapplication of pre-emption rights pursuant to Section 89 Companies Act 1985 to include treasury shares S.11 Amend Article 58 of the Company s Mgmt For * Articles of Association to clarify that shares bought back may be held in treasury S.12 Approve to renew the Directors Mgmt For * authority to allot equity securities for cash, pursuant to the authority conferred by Resolution 9 and Section 95 of the Companies Act 1985 up to a maximum nominal amount of GBP 2,109,055, representing 5% of the Company s issued share capital at 07 APR 2004 S.13 Authorize the Company to make market Mgmt For * purchases of ordinary shares subject to certain conditions ------------------------------------------------------------------------------------------------------- WOLVERHAMPTON & DUDLEY BREWERIES PLC Agenda: 700444463 CUSIP: G97336120 Meeting Type: AGM Ticker: Meeting Date: 1/23/2004 ISIN: GB0031229452 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and adopt the Company s Mgmt For * accounts and the reports of the Directors and the Independent Auditors for the 52 weeks ended 27 10. Authorize the Directors, pursuant to Mgmt For * Section 80 of the Companies Act 1985, to allot relevant securities Section 80 of the Companies Act up to an aggregate nominal amount of GBP 7,187,162; Authority expires the earlier of the conclusion of the next AGM of the Company or 22 APR 2005; 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 2. Declare and approve to confirm Mgmt For * dividends 3. Elect Mr. Alistair Darby as a Mgmt For * 4. Re-elect Mr. David Thompson as a Mgmt For * Director 5. Re-elect Mr. Ralph Findlay as a Mgmt For * Director 6. Appoint PricewaterhouseCoopers LLP as Mgmt For * the Independent Auditors of the Company and authorize the Directors to fix their remuneration 7. Approve the Directors remuneration Mgmt For * report for the YE 27 SEP 2003 8. Approve the Wolverhampton & Dudley Mgmt For * Breweries PLC 2004 Executive Share Option Scheme 2004 Scheme and authorize the Directors to do all acts things necessary to operate the Scheme and to vote and be counted in quorum on nay matter connected with the Scheme notwithstanding that they may be interested in the share, except that no Director may vote or be counted in a quorum in respect of his own participation in the Scheme and any provisions of the Articles of Association of the Company be and hereby relaxed to that extent accordingly 9. Approve that the rules of the Mgmt For * Wolverhampton & Dudley Breweries PLC Long Term Incentive Plan 2004 LTIP and authorize the Directors to make such maodifications to the LTIP as they may deem necessary to take account of the requirements of the UK Listing Authority and best practice, to adopt the LTIP as so modified and do all acts and things necessary to operate the LTIP and to vote and be counted in a quorum on any matter connected with the LTIP notwithstanding that they may be interested in the same, except that no Director may be counted in a quorum or vote in respect of his own participation and any provisions of the Articles of Association of the Company be and hereby relaxed to the extent accordingly S.11 Authorize the Directors, subject to Mgmt For * the passing of Resolution 10 and pursuant to Section 95 of the Companies Act 1985, to allot equity securities Section 94(2) and Section 94(3A) for cash pursuant to the authority conferred by Resolution 10, 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 an issue in favor of ordinary shareholders; b) up to an aggregate nominal amount of GBP 1,078,074; Authority expires the earlier of the conclusion of the next AGM of the Company or 22 APR 2005; and the Board may allot equity securities after the expiry of this authority in pursuance of such an offer or S.12 Authorize the Company, for the Mgmt For * purpose of Section 166 of the Companies Act 1985, to make market purchases Section 163(3) of up to 10,956,158 BP 3,232,067 ordinary shares of 29.5p each in the capital, at a minimum price of 29.5p and up to 105% of the average middle market quotations for such shares derived from the Daily Official List of the London Stock Exchange, over the previous 5 business days; Authority expires the earlier of the conclusion of the next AGM of the Company or 22 APR 2005; the Company, before the expiry, may make a contract to purchase ordinary shares which will or may be executed wholly or partly ------------------------------------------------------------------------------------------------------- XINAO GAS HOLDINGS LTD Agenda: 700513004 CUSIP: G9826J104 Meeting Type: AGM Ticker: Meeting Date: 5/28/2004 ISIN: KYG9826J1040 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive the audited financial Mgmt For * statements and the reports of the Directors and the Auditors for the YE 31 DEC 2003 2. Re-elect the retiring Directors and Mgmt For * authorize the Board of Directors to fix Directors fees 3. Re-appoint the Auditors and authorize Mgmt For * the Board of Directors to fix their remuneration 4.A Authorize the Directors, pursuant to Mgmt Against * the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited Stock Exchange, to allot, issue and deal with unissued shares in the capital of the Company and make or grant offers, agreements and options including but not limited to warrants, bonds and debentures convertible into the shares of the Company during and after the relevant period, not exceeding the aggregate of a) 20% of the aggregate total nominal value of the issued share capital of the Company; plus otherwise than pursuant to a) a rights issue; or b) the exercise of subscription or conversion rights under the terms of any warrants and securities; or c) the exercise of options or similar arrangement; or d) any scrip dividend or similar arrangement; or e) a specific authority granted by the shareholders of the Company in general meeting; Authority expires the earlier of the conclusion of the next AGM or the expiration of the period within which the next AGM is 4.B Authorize the Directors of the Mgmt For * Company to repurchase securities of the Company during the relevant period, on The Stock Exchange of Hong Kong Limited, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended time to time, at such price as the Directors may at their discretion determine in accordance with all applicable laws and regulations, not exceeding 10% of the aggregate nominal value of the issued share capital of the Company; Authority expires the earlier of the conclusion of the AGM of the Company or the expiration of the period within which the next AGM of the Company is to be held by law 4.C Approve, conditional upon the passing Mgmt For * of Resolutions 4A and 4B, to extend the general mandate granted to the Directors to allot, issue and deal with the unissued shares pursuant to Resolution 4A, by adding the aggregate nominal value of the share capital repurchased pursuant to Resolution 4B, provided that such amount does not exceed 10% of the aggregate nominal value of the issued share capital of the Company at the date of passing this resolution S.5 Amend the Articles of Association of Mgmt Abstain * the Company as follows: by amending the Article 2; by deleting the existing Article 16 and replacing it with the new Article 16; by amending the Article 42; by amending the Article 43; by amending the Article 80; by amending the Article 81; by amending the Article 83; by renumbering the existing Article 89(a) as the Article 89(a)(i) and amending it; by amending the Article 106(vii); by amending the Article 107(c), (e) and (f); by amending the Article 116; by deleting the existing Article 120 and substituting it with the new Article 120; and by deleting the existing Article 122(a) and substituting it with the new Article 122(a) ------------------------------------------------------------------------------------------------------- CHARLES VOEGELE HOLDING AG, FREIENBACH Agenda: 700469617 CUSIP: H1383H117 Meeting Type: OGM Ticker: Meeting Date: 4/6/2004 ISIN: CH0006937772 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- The practice of share blocking varies Non- widely in this market. Please Voting contact your ADP client service representative to obtain blocking information for your accounts 1. Approve the annual report, the annual Mgmt For * accounts and the consolidated accounts for business year 2003, the reports of the Auditors and the Group 2. Approve the appropriation of retained Mgmt For * earnings 3. Grant discharge from liability of the Mgmt Abstain * Management 4. Elect the Board of Directors Mgmt For * 5. Elect the Auditors and the Group Mgmt For * Auditors ------------------------------------------------------------------------------------------------------- GEBERIT AG, JONA Agenda: 700481790 CUSIP: H2942E108 Meeting Type: AGM Ticker: Meeting Date: 4/22/2004 ISIN: CH0008038223 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- Please note that this is Part II of Non- the meeting notice sent under meeting Voting #124150, including the agenda. To vote in the upcoming meeting, your name must be notified to the company registrar as beneficial owner before the re-registration deadline. Therefore, ADP cutoff date for this meeting is calculated based on the re-registration deadline set by the market. However, shareholders that are already registered at the company books are entitled to submit their voting instructions up until 09 APR 2004. Please note that those instructions that are submitted after the ADP cutoff date will be processed on a best effort basis. 1. Approve the annual report, the annual Mgmt For * financial statements and the consolidated financial statements 2003 as well as acknowledge the reports of the Auditors and the Group 2. Approve to dispose of retained Mgmt For * 3. Grant discharge to the Board of Mgmt For * Directors 4. Elect the Board of Directors Mgmt For * 5. Elect the Auditors and the Group Mgmt For * Auditors 6. Amend the Articles of Incorporation Mgmt For * about the authorization of a capital increase ------------------------------------------------------------------------------------------------------- CHOCOLADEFABRIKEN LINDT & SPRUENGLI AG, Agenda: 700493276 KILCHBERG CUSIP: H49983176 Meeting Type: AGM Ticker: Meeting Date: 4/29/2004 ISIN: CH0010570759 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- Please note this is Part II of Non- meeting notice sent under meeting Voting #124148, including the agenda. To vote in the upcoming meeting, your name must be notified to the company registrar as beneficial owner before the re-registration deadline. Therefore, ADP cutoff date for this meeting is calculated based on the re-registration deadline set by the market. Please note that those instructions that are submitted after the ADP cutoff date, will be processed on a best effort basis. 1. Approve the annual report, the annual Mgmt For * financial statements of Lindt and Spruengli AG and the consolidated financial statements 2. Grant discharge to the Board of Mgmt For * Directors 3. Approve the disposition of the Mgmt For * 4.1 Elect the Board of Directors Mgmt For * 4.2 Elect the Auditors and the Group Mgmt For * Auditors 5. Approve the participations capital Mgmt For * around maximally 60,000 participations shares at most CHF ------------------------------------------------------------------------------------------------------- VALORA HOLDING AG, BERN Agenda: 700493517 CUSIP: H53670198 Meeting Type: AGM Ticker: Meeting Date: 4/28/2004 ISIN: CH0002088976 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- The practice of share blocking varies Non- widely in this market. Please Voting contact your ADP client service representative to obtain blocking information for your accounts 1. Approve the annual report and the Mgmt For * annual accounts 2003 of Valora Holding LTD, and the accounts of the Valora-Group, acceptance of the reports of the Auditors and the Group 2. Grant discharge to the Members of the Mgmt For * Board of Directors and the 3. Approve the appropriation of the Mgmt For * balance profit of Valora Holding LTD 4. Approve the elections Mgmt For * ------------------------------------------------------------------------------------------------------- MICRONAS SEMICONDUCTOR HOLDING AG, ZUERICH Agenda: 700460330 CUSIP: H5439Q120 Meeting Type: AGM Ticker: Meeting Date: 3/26/2004 ISIN: CH0012337421 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- PLEASE NOTE THAT THIS IS PART II OF Non- THE MEETING NOTICE SENT UNDER MEETING Voting #124134, INCLUDING THE AGENDA OF THE MEETING. THANK YOU 1. Approve Annual Report, Annual Mgmt For * Accounts, and Consolidated Accounts of 2003, acknowledgement of the reports of the Auditors and group 2. Approve the balance sheet profit Mgmt For * 3. Discharge of the Board of Directors Mgmt For * 4. Re-elect Auditor and Group Auditors Mgmt For * ------------------------------------------------------------------------------------------------------- NOBEL BIOCARE HOLDING AG, OPFIKON Agenda: 700489049 CUSIP: H5783Q106 Meeting Type: OGM Ticker: Meeting Date: 4/29/2004 ISIN: CH0014030040 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- THE PRACTICE OF SHARE BLOCKING VARIES Non- WIDELY IN THIS MARKET. PLEASE Voting CONTACT YOUR ADP CLIENT SERVICE REPRESENTATIVE TO OBTAIN BLOCKING INFORMATION FOR YOUR ACCOUNTS 1. Approve the annual report, annual Mgmt For * accounts and consolidated financial statements for 2003, reports of the group and statutory auditors 2. Approve the distribution of Mgmt For * profits/dividend for 2003 3. Grant discharge to the Board of Mgmt For * Directors and other executive bodies 4.1 Re-elect Board Members Mgmt For * 4.2 Elect the new Board Members Mgmt For * 4.3 Re-elect the Auditors and group Mgmt For * Auditors ------------------------------------------------------------------------------------------------------- STRAUMANN HOLDING AG, WALDENBURG Agenda: 700481372 CUSIP: H8300N119 Meeting Type: AGM Ticker: Meeting Date: 4/23/2004 ISIN: CH0012280076 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- The practice of share blocking varies Non- widely in this market. Please Voting contact your ADP client service representative to obtain blocking information for your accounts 1. Receive the business report 2003, as Mgmt For * well as the reports of the Auditors and the Group Auditor 2. Approve the annual report, the annual Mgmt For * accounts and the consolidated financial statements of 2003 3. Approve the appropriation of the Mgmt For * balance profit 4. Grant discharge to the Board of Mgmt For * Directors 5. Elect the Board of Directors Mgmt For * 6. Elect the Auditors and the Group Mgmt For * Auditors for 2004 ------------------------------------------------------------------------------------------------------- TECAN GROUP AG, MAENNEDORF Agenda: 700485433 CUSIP: H84774167 Meeting Type: OGM Ticker: Meeting Date: 4/28/2004 ISIN: CH0012100191 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- Please note that this is the Part II Non- of the meeting notice sent under Voting meeting #125036, including the agenda. To vote in the upcoming meeting, your name must be notified to the company registrar as beneficial owner before the re- registration deadline. Please note that those instructions that are submitted after the ADP cutoff date will be processed on a best effort 1. Approve the annual report, annual Mgmt For * accounts, consolidated accounts of 2003 and the report of the Auditors 2. Approve the appropriation of the net Mgmt For * profit 3. Grant discharge to the Board of Mgmt For * directors 4. Approve the change of Articles of Mgmt For * Association, number of the Members of the Board of Directors and the term of office 5.1 Re-elect the Board of Director Mgmt For * 5.2 Elect the new Members of the Board of Mgmt For * Directors 6. Elect the Auditors and the Group Mgmt For * Auditors 7. Approve the capital reduction in Mgmt For * connection with the share buy-back program 8. Amend the Article 8 ABS.3 of the Mgmt For * Statutes ------------------------------------------------------------------------------------------------------- ABLE INC, TOKYO Agenda: 700559923 CUSIP: J00053108 Meeting Type: AGM Ticker: Meeting Date: 6/29/2004 ISIN: JP3160900001 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1 Approve Allocation of Income, Mgmt For * Including the Following Dividends: Interim JY 0, Final JY 105, Special JY 0 2 Amend Articles to: Authorize Share Mgmt For * Repurchases at Board s Discretion 3.1 Elect Director Mgmt For * 3.2 Elect Director Mgmt For * 3.3 Elect Director Mgmt For * 3.4 Elect Director Mgmt For * 3.5 Elect Director Mgmt For * 3.6 Elect Director Mgmt For * ------------------------------------------------------------------------------------------------------- CAWACHI LTD, OYAMA Agenda: 700525542 CUSIP: J0535K109 Meeting Type: AGM Ticker: Meeting Date: 6/7/2004 ISIN: JP3226450009 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1 Approve Allocation of Income, Mgmt For * Including the Following Dividends: Interim JY 0, Final JY 40, Special JY 0 2 Amend Articles to: Allow Appointment Mgmt For * of Alternate Statutory Auditors - Authorize Share Repurchases at Board s Discretion 3.1 Appoint Internal Statutory Auditor Mgmt For * 3.2 Appoint Internal Statutory Auditor Mgmt For * 3.3 Appoint Internal Statutory Auditor Mgmt For * 4 Appoint External Auditors Mgmt For * 5 Approve Retirement Bonus for Director Mgmt Abstain * ------------------------------------------------------------------------------------------------------- CHIYODA CORP Agenda: 700552296 CUSIP: J06237101 Meeting Type: AGM Ticker: Meeting Date: 6/25/2004 ISIN: JP3528600004 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1 Approve Handling of Net Loss, with No Mgmt For * Dividends 2.1 Elect Director Mgmt For * 2.2 Elect Director Mgmt For * 3.1 Appoint Internal Statutory Auditor Mgmt For * 3.2 Appoint Internal Statutory Auditor Mgmt For * 3.3 Appoint Internal Statutory Auditor Mgmt For * 4 Approve Retirement Bonuses for Mgmt Abstain * Director and Statutory Auditor ------------------------------------------------------------------------------------------------------- CITIZEN ELECTRONICS CO LTD Agenda: 700551030 CUSIP: J0792R102 Meeting Type: AGM Ticker: Meeting Date: 6/25/2004 ISIN: JP3352200004 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1 Approve Allocation of Income, Mgmt For * Including the Following Dividends: Interim JY 8, Final JY 10, Special JY 0 2 Amend Articles to: Authorize Share Mgmt For * Repurchases at Board s Discretion 3 Approve Executive Stock Option Plan Mgmt For * 4.1 Elect Director Mgmt For * 4.2 Elect Director Mgmt For * 4.3 Elect Director Mgmt For * 4.4 Elect Director Mgmt For * 4.5 Elect Director Mgmt For * 4.6 Elect Director Mgmt For * 4.7 Elect Director Mgmt For * 4.8 Elect Director Mgmt For * 4.9 Elect Director Mgmt For * 5 Appoint Internal Statutory Auditor Mgmt For * ------------------------------------------------------------------------------------------------------- CULTURE CONVENIENCE CLUB CO LTD, OSAKA Agenda: 700542194 CUSIP: J0845S107 Meeting Type: AGM Ticker: Meeting Date: 6/24/2004 ISIN: JP3220500007 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1 Approve Allocation of Income, Mgmt For * Including the Following Dividends: Interim JY 2, Interim Special JY 1, Final JY 2, Special JY 0 2 Amend Articles to: Authorize Share Mgmt For * Repurchases at Board s Discretion 3.1 Elect Director Mgmt For * 3.10 Elect Director Mgmt For * 3.11 Elect Director Mgmt For * 3.12 Elect Director Mgmt For * 3.2 Elect Director Mgmt For * 3.3 Elect Director Mgmt For * 3.4 Elect Director Mgmt For * 3.5 Elect Director Mgmt For * 3.6 Elect Director Mgmt For * 3.7 Elect Director Mgmt For * 3.8 Elect Director Mgmt For * 3.9 Elect Director Mgmt For * 4 Approve Retirement Bonuses for Mgmt For * Directors 5 Approve Executive Stock Option Plan Mgmt For * ------------------------------------------------------------------------------------------------------- DYDO DRINCO INC, OSAKA Agenda: 700483097 CUSIP: J1250F101 Meeting Type: AGM Ticker: Meeting Date: 4/16/2004 ISIN: JP3488400007 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1 Approve Allocation of Income, Mgmt no action Including the Following Dividends: Interim JY 0, Final JY 30, Special JY 0 2 Amend Articles to: Authorize Share Mgmt no action Repurchases at Board s Discretion - Limit Directors and Internal Auditors Legal Liability - Lower Quorum Requirement for Special Business 3.1 Elect Director Mgmt no action 3.10 Elect Director Mgmt no action 3.2 Elect Director Mgmt no action 3.3 Elect Director Mgmt no action 3.4 Elect Director Mgmt no action 3.5 Elect Director Mgmt no action 3.6 Elect Director Mgmt no action 3.7 Elect Director Mgmt no action 3.8 Elect Director Mgmt no action 3.9 Elect Director Mgmt no action 4 Appoint Internal Statutory Auditor Mgmt no action 5 Approve Retirement Bonuses for Mgmt no action Directors ------------------------------------------------------------------------------------------------------- EDION CORP, TOKYO Agenda: 700548792 CUSIP: J1266Z109 Meeting Type: AGM Ticker: Meeting Date: 6/29/2004 ISIN: JP3164470001 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1 Approve Allocation of Income, Mgmt For * Including the Following Dividends: Interim JY 10, Final JY 10, Special JY 0 2 Amend Articles to: Authorize Mgmt For * Appointment of Alternate Statutory Auditors - Clarify Director Authorities 3.1 Elect Director Mgmt For * 3.2 Elect Director Mgmt For * 3.3 Elect Director Mgmt For * 3.4 Elect Director Mgmt For * 3.5 Elect Director Mgmt For * 3.6 Elect Director Mgmt For * 3.7 Elect Director Mgmt For * 4 Appoint Internal Statutory Auditor Mgmt For * 4.1 Appoint Alternate Statutory Auditor Mgmt For * 5 Appoint External Auditors Mgmt For * ------------------------------------------------------------------------------------------------------- HASEKO CORP Agenda: 700535391 CUSIP: J18984104 Meeting Type: AGM Ticker: Meeting Date: 6/29/2004 ISIN: JP3768600003 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- PLEASE NOTE THAT THIS IS A REVISION Non- DUE TO THE REVISED WORDING OF THE Voting RESOLUTIONS. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. 1. Approve the measures to dispose of Mgmt no action losses for No.87 Term: The Company has decided to carry the losses incurred in this term to the next term, so no dividend has been declared to shareholders 2. Approve the partial changes to the Mgmt no action Articles of Incorporation: Proposal of partial amendments to the Company s Articles of Incorporation 3.1 Elect Mr. Toshihisa Dake as a Mgmt no action 3.2 Elect Mr. Takashi Iwao as a Director Mgmt no action 3.3 Elect Mr. Kazunobu Kanai as a Mgmt no action 3.4 Elect Mr. Hiroyuki Nobuta as a Mgmt no action 3.5 Elect Mr. Masuo Shindou as a Director Mgmt no action 3.6 Elect Mr. Kouji Katou as a Director Mgmt no action 3.7 Elect Mr. Minoru Nishino as a Mgmt no action 4.1 Elect Mr. Masahiro Hatashita as a Mgmt no action Corporate Auditor 4.2 Elect Mr. Haruo Akimine as a Mgmt no action Corporate Auditor ------------------------------------------------------------------------------------------------------- IMPACT 21 CO LTD Agenda: 700519955 CUSIP: J23597107 Meeting Type: AGM Ticker: Meeting Date: 5/27/2004 ISIN: JP3153200005 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1 Approve Allocation of Income, Mgmt For * Including the Following Dividends: Interim JY 12.5, Final JY 37.5, Special JY 0 2 Elect Director Mgmt For * 3 Approve Retirement Bonus for Director Mgmt Abstain * ------------------------------------------------------------------------------------------------------- KOBAYASHI PHARMACEUTICAL CO LTD, OSAKA Agenda: 700547790 CUSIP: J3430E103 Meeting Type: AGM Ticker: Meeting Date: 6/29/2004 ISIN: JP3301100008 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1 Approve Allocation of Income, Mgmt no action Including the Following Dividends: Interim JY 0, Final JY 21, Special JY 0 2 Amend Articles to: Increase Mgmt no action Authorized Capital from 11.34 Million Shares to 17.01 Million Shares- Clarify Director Authorities - Authorize Share Repurchases 3.1 Elect Director Mgmt no action 3.2 Elect Director Mgmt no action 3.3 Elect Director Mgmt no action 3.4 Elect Director Mgmt no action 3.5 Elect Director Mgmt no action 3.6 Elect Director Mgmt no action 4.1 Appoint Internal Statutory Auditor Mgmt no action 4.2 Appoint Internal Statutory Auditor Mgmt no action 5 Approve Retirement Bonuses for Mgmt no action Director and Statutory Auditors ------------------------------------------------------------------------------------------------------- KOMERI CO LTD Agenda: 700555557 CUSIP: J3590M101 Meeting Type: AGM Ticker: Meeting Date: 6/29/2004 ISIN: JP3305600003 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1 Approve Allocation of Income, Mgmt For * Including the Following Dividends: Interim JY 13, Final JY 14, Special JY 0 2 Amend Articles to: Authorize Share Mgmt For * Repurchases at Board s Discretion 3 Elect Director Mgmt For * 4 Approve Retirement Bonus for Director Mgmt For * ------------------------------------------------------------------------------------------------------- MANDOM CORP Agenda: 700534375 CUSIP: J39659107 Meeting Type: AGM Ticker: Meeting Date: 6/24/2004 ISIN: JP3879400004 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1 Approve Allocation of Income, Mgmt For * Including the Following Dividends: Interim JY 25, Final JY 25, Special JY 0 2 Amend Articles to: Reduce Board Size Mgmt For * - Clarify Director Authorities in Connection with Introduction of Executive Officer System - Authorize Share Repurchases at Board s Discretion 3.1 Elect Director Mgmt For * 3.2 Elect Director Mgmt For * 3.3 Elect Director Mgmt For * 3.4 Elect Director Mgmt For * 3.5 Elect Director Mgmt For * 3.6 Elect Director Mgmt For * 3.7 Elect Director Mgmt For * 3.8 Elect Director Mgmt For * 3.9 Elect Director Mgmt For * 4.1 Appoint Internal Statutory Auditor Mgmt For * 4.2 Appoint Internal Statutory Auditor Mgmt For * 4.3 Appoint Internal Statutory Auditor Mgmt For * 5 Approve Retirement Bonuses for Mgmt For * Directors 6 Approve Special Bonus for Family of Mgmt For * Deceased Statutory Auditor and Approve Retirement Bonus for Statutory Auditor ------------------------------------------------------------------------------------------------------- MEGACHIPS CORP, OSAKA Agenda: 700453311 CUSIP: J4157R103 Meeting Type: EGM Ticker: Meeting Date: 2/24/2004 ISIN: JP3920860008 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1 Approve Corporate Split Agreement and Mgmt no action Transfer of LSI Operations to New Wholly-Owned Subsidiary MegaChips LSI Solutions Inc. 2 Approve Transfer of Company s Systems Mgmt no action Business to MegaChips System Solutions Inc. 3.1 Elect Director Mgmt no action 3.2 Elect Director Mgmt no action ------------------------------------------------------------------------------------------------------- NAKANISHI INC, TOCHIGI Agenda: 700513460 CUSIP: J4800J102 Meeting Type: AGM Ticker: Meeting Date: 5/18/2004 ISIN: JP3642500007 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1 Approve Allocation of Income, Mgmt no action Including the Following Dividends: Interim JY 0, Final JY 20, Special JY 0 2 Amend Articles to: Authorize Share Mgmt no action Repurchases at Board s Discretion 3.1 Elect Director Mgmt no action 3.2 Elect Director Mgmt no action 3.3 Elect Director Mgmt no action 3.4 Elect Director Mgmt no action 3.5 Elect Director Mgmt no action 3.6 Elect Director Mgmt no action 3.7 Elect Director Mgmt no action 3.8 Elect Director Mgmt no action 4 Approve Retirement Bonus for Director Mgmt no action ------------------------------------------------------------------------------------------------------- NORITZ CORP Agenda: 700469009 CUSIP: J59138115 Meeting Type: AGM Ticker: Meeting Date: 3/30/2004 ISIN: JP3759400009 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1 Approve Allocation of Income, Mgmt For * Including the Following Dividends: Interim JY 8.5, Final JY 8.5, Special JY 0 2 Amend Articles to: Expand Business Mgmt Abstain * Lines - Authorize Share Repurchases at Board s Discretion - Lower Quorum Requirement for Special 3.1 Elect Director Mgmt For * 3.10 Elect Director Mgmt For * 3.11 Elect Director Mgmt For * 3.12 Elect Director Mgmt For * 3.13 Elect Director Mgmt For * 3.14 Elect Director Mgmt For * 3.15 Elect Director Mgmt For * 3.16 Elect Director Mgmt For * 3.2 Elect Director Mgmt For * 3.3 Elect Director Mgmt For * 3.4 Elect Director Mgmt For * 3.5 Elect Director Mgmt For * 3.6 Elect Director Mgmt For * 3.7 Elect Director Mgmt For * 3.8 Elect Director Mgmt For * 3.9 Elect Director Mgmt For * 4.1 Appoint Internal Statutory Auditor Mgmt For * 4.2 Appoint Internal Statutory Auditor Mgmt For * 5 Approve Special Bonus for Family of Mgmt Abstain * Deceased Statutory Auditor and Approve Retirement Bonus for Statutory Auditor ------------------------------------------------------------------------------------------------------- PARK24 CO LTD, TOKYO Agenda: 700448219 CUSIP: J63581102 Meeting Type: AGM Ticker: Meeting Date: 1/29/2004 ISIN: JP3780100008 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the appropriation profit for Mgmt For * No.19 term: Dividends for the current term has been proposed as JPY 12 per share 2. Approve the partial amendments to the Mgmt For * Company s Articles of Incorporation: the term of office for Director has been proposed to change to 1 year from the present 2 years; the Company has proposed to add to the list of its objectives in an attempt to diversify its overall business 3.1 Elect Mr. Kiyoshi Nishikawa as a Mgmt For * Director 3.2 Elect Mr. Hidetaka Nakagome as a Mgmt For * Director 3.3 Elect Mr. Kouichi Nishikawa as a Mgmt For * Director 3.4 Elect Mr. Hiroaki Ikegami as a Mgmt For * 3.5 Elect Mr. Kouichi Kitamura as a Mgmt For * Director 3.6 Elect Mr. Tsugio Kondou as a Director Mgmt For * 3.7 Elect Mr. Shuuichi Miki as a Director Mgmt For * 4. Approve to give free share Mgmt For * subscription rights to Directors, Statutory Auditors and employees of the Company and its subsidiaries as stock option in accordance with Commercial Code 280-20 and 280-21 5. Grant retirement allowances to Mgmt Abstain * retired Director, Mr. Mikio Nobutou who retired during the current term, in according with the Company s rule ------------------------------------------------------------------------------------------------------- REINS INTERNATIONAL INC, TOKYO Agenda: 700467978 CUSIP: J64369101 Meeting Type: AGM Ticker: Meeting Date: 3/26/2004 ISIN: JP3979250002 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1 Approve Allocation of Income, Mgmt no action Including the Following Dividends: Interim JY 2500, Final JY 5000, Special JY 0 2 Amend Articles to: Expand Business Mgmt no action Lines - Change Location of Head Office - Authorize Share Repurchases at Board s Discretion 3 Approve Transfer of Company s Mgmt no action Distribution and Wholesale Operations to Wholly-Owned Subsidiary 4.1 Elect Director Mgmt no action 4.2 Elect Director Mgmt no action 4.3 Elect Director Mgmt no action 4.4 Elect Director Mgmt no action 4.5 Elect Director Mgmt no action 4.6 Elect Director Mgmt no action 4.7 Elect Director Mgmt no action 4.8 Elect Director Mgmt no action 5 Appoint Internal Statutory Auditor Mgmt no action 6 Approve Executive Stock Option Plan Mgmt no action ------------------------------------------------------------------------------------------------------- RINNAI CORP Agenda: 700556751 CUSIP: J65199101 Meeting Type: AGM Ticker: Meeting Date: 6/29/2004 ISIN: JP3977400005 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1 Approve Allocation of Income, Mgmt For * Including the Following Dividends: Interim JY 12, Final JY 12, Special JY 0 2 Amend Articles to: Authorize Share Mgmt For * Repurchases at Board s Discretion 3.1 Elect Director Mgmt For * 3.2 Elect Director Mgmt For * 4.1 Appoint Internal Statutory Auditor Mgmt For * 4.2 Appoint Internal Statutory Auditor Mgmt For * 4.3 Appoint Internal Statutory Auditor Mgmt For * 4.4 Appoint Internal Statutory Auditor Mgmt For * 5 Approve Retirement Bonuses for Mgmt Abstain * Directors and Statutory Auditor ------------------------------------------------------------------------------------------------------- SUMITOMO REAL ESTATE SALES CO LTD, TOKYO Agenda: 700541635 CUSIP: J7786K100 Meeting Type: AGM Ticker: Meeting Date: 6/25/2004 ISIN: JP3409200007 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1 Approve Allocation of Income, Mgmt For * Including the Following Dividends: Interim JY 15, Final JY 15, Special JY 0 2.1 Elect Director Mgmt For * 2.2 Elect Director Mgmt For * 3.1 Appoint Internal Statutory Auditor Mgmt For * 3.2 Appoint Internal Statutory Auditor Mgmt For * ------------------------------------------------------------------------------------------------------- TECMO LTD, TOKYO Agenda: 700555379 CUSIP: J82264102 Meeting Type: AGM Ticker: Meeting Date: 6/29/2004 ISIN: JP3545060000 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1 Approve Allocation of Income, Mgmt For * Including the Following Dividends: Interim JY 0, Final JY 15, Special JY 0 2 Amend Articles to: Change Fiscal Year Mgmt For * End - Authorize Share Repurchases at Board s Discretion - Lower Quorum Requirement for Special Business - Clarify Director Authorities 3.1 Elect Director Mgmt For * 3.10 Elect Director Mgmt For * 3.2 Elect Director Mgmt For * 3.3 Elect Director Mgmt For * 3.4 Elect Director Mgmt For * 3.5 Elect Director Mgmt For * 3.6 Elect Director Mgmt For * 3.7 Elect Director Mgmt For * 3.8 Elect Director Mgmt For * 3.9 Elect Director Mgmt For * 4.1 Appoint Internal Statutory Auditor Mgmt For * 4.2 Appoint Internal Statutory Auditor Mgmt For * ------------------------------------------------------------------------------------------------------- TOEI ANIMATION CO LTD, TOKYO Agenda: 700551650 CUSIP: J84453109 Meeting Type: AGM Ticker: Meeting Date: 6/25/2004 ISIN: JP3560200002 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the profit appropriation for Mgmt For * number 66 Term: dividends for the current term has been proposed as JPY 30 per share 2. Amend the Company s Articles of Mgmt For * Incorporation : the Company has proposed to add to the list of its objectives in an attempt to diversify its overall business operations; the Company will be allowed to purchase its own shares upon resolution of the Board of Directors in accordance with Commercial Code 211-3 3.1 Elect Mr. Tsutomu Tomari as a Mgmt For * 3.10 Elect Mr. Tsuyoshi Okada as a Mgmt For * 3.11 Elect Mr. Hiroshi Hayakawa as a Mgmt For * Director 3.12 Elect Mr. Yoshiaki Yamada as a Mgmt For * 3.13 Elect Mr. Hajime Shigemura as a Mgmt For * Director 3.14 Elect Mr. Atsuo Yoshida as a Director Mgmt For * 3.2 Elect Mr. Hiroshi Takahashi as a Mgmt For * Director 3.3 Elect Mr. Osumu Yoshioka as a Mgmt For * 3.4 Elect Mr. Hidenori Ooyama as a Mgmt For * 3.5 Elect Mr. Hirotarou Nishi as a Mgmt For * 3.6 Elect Mr. Kenkichi Matsushita as a Mgmt For * Director 3.7 Elect Mr. Kouzou Morishita as a Mgmt For * Director 3.8 Elect Mr. Shigeru Okada as a Director Mgmt For * 3.9 Elect Mr. Tan Takaiwa as a Director Mgmt For * 4.1 Grant retirement allowance to Mr. Mgmt For * Masaki Miyauchi a retired Director according to the Company rule 4.2 Grant retirement allowance to Mr. Mgmt For * Tsuyoshi Takagi a retired Director according to the Company rule 4.3 Grant retirement allowance to Mr. Mgmt For * Kazuyoshi Kobayashi a retired Director according to the Company 4.4 Grant retirement allowance to Mr. Mgmt For * Kazuyuki Tanaka a retired Director according to the Company rule ------------------------------------------------------------------------------------------------------- TOPDANMARK A/S Agenda: 700492678 CUSIP: K96213150 Meeting Type: AGM Ticker: Meeting Date: 4/20/2004 ISIN: DK0010259530 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- Important market processing Non- requirement: A beneficial owner Voting signed power of attorney (POA) is required in order to lodge and execute your voting instructions in this market. Absence of a POA, may cause your instructions to be rejected. Should you have any questions, please contact your client service representative at ADP. Thank I. Receive the report on the Company s Mgmt For * activities in the past year II. Receive the presentation of the Mgmt For * audited annual report signed by the Board of Directors and the Board of Management III. Adopt the annual report and decision Mgmt For * on the application of profits according to the accounts as adopted IV.A Re-elect Mr. Jorgen Ajslev as a Mgmt For * Director IV.B Re-elect Mr. Anders Knutsen as a Mgmt For * Director IV.C Re-elect Mr. Jens Maaloe as a Mgmt For * IV.D Elect Ms. Anette Sadolin, Managing Mgmt For * Director, as a new member of Topdanmark s Board of Directors IV.E Re-elect Mr. Knud J. Vest as a Mgmt For * IV.F Re-elect Mr. Elvar Vinum as a Mgmt For * V. Re-elect the Auditors Mgmt For * VI.A Approve that the share capital be Mgmt For * reduced by own shares with a nominal value of DKK 7,311,360 with subsequent cancellation of these shares; and the consequential amendment to Article 3(1), first sentence, of the Articles of Association to read as follows: The share capital of the Company amounts to DKK 227,289,070 and is fully paid VI.B Authorize the Board of Directors to Mgmt For * acquire own shares for the purpose of ownership or security whereby the total of own shares held by the Company or its subsidiaries must not exceed 10% of the share capital and the shares can be acquired at a minimum market price of DKK 10.5 per share and a maximum price of more than 10%; Authority is valid until the next AGM in 2005 VI.C Approve that the annual remuneration Mgmt For * to be paid to the Board of Directors remains unchanged at a total of DKK 1,950,000 VI.D Authorize the Board of Directors to Mgmt For * grant up to 250,000 warrants for 2005 to the Company s Board of Management and other Executives on the terms set out in Appendix 1 to the Articles of Association and within the limits of relevant legislation VII. Any other business Other For * ------------------------------------------------------------------------------------------------------- SBS BROADCASTING S.A. Agenda: 932061156 CUSIP: L8137F102 Meeting Type: Annual Ticker: SBTV Meeting Date: 12/5/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- A2 HARRY EVANS SLOAN Mgmt For For MICHAEL FINKELSTEIN Mgmt For For ANTHONY GHEE Mgmt For For DR. HERBERT G. KLOIBER Mgmt For For BENJAMIN H. LORENZ Mgmt For For EDWARD MCKINLEY Mgmt For For JAMES MCNAMARA Mgmt For For SHANE O'NEILL Mgmt For For MARK SCHNEIDER Mgmt For For MARKUS TELLENBACH Mgmt For For A3 PROPOSAL 3. Mgmt For For A4 PROPOSAL 4. Mgmt For For A5 PROPOSAL 5. Mgmt For For A6 PROPOSAL 6. Mgmt For For A7 PROPOSAL 7. Mgmt For For A8 PROPOSAL 8. Mgmt For For E1A PROPOSAL 1A. Mgmt For For ------------------------------------------------------------------------------------------------------- LUMENIS LTD. Agenda: 932044871 CUSIP: M6778Q105 Meeting Type: Special Ticker: LUME Meeting Date: 10/1/2003 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 DR. SHLOMO SEGEV Mgmt For For ALEXANDER YUHJTMAN Mgmt For For ------------------------------------------------------------------------------------------------------- ORBOTECH LTD. Agenda: 932185564 CUSIP: M75253100 Meeting Type: Annual Ticker: ORBK Meeting Date: 6/24/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1A THE ELECTION OF YEHUDIT BRONICKI AS A Mgmt no action CLASS III DIRECTOR. 1B THE ELECTION OF JACOB RICHTER AS A Mgmt no action CLASS III DIRECTOR. 2 APPROVAL OF PROPOSAL TO RECEIVE, Mgmt no action CONSIDER AND APPROVE THE AUDITORS REPORT AND THE CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY. 3 APPROVAL OF PROPOSAL TO RE-APPOINT Mgmt no action KESSELMAN & KESSELMAN AS AUDITORS OF THE COMPANY AND TO THE REMUNERATION OF SAID AUDITORS PROVIDED SUCH REMUNERATION IS ALSO APPROVED BY THE AUDIT COMMITTEE. 4 RATIFICATION AND APPROVAL OF Mgmt no action RESOLUTIONS OF THE AUDIT COMMITTEE AND THE BOARD OF DIRECTORS PERTAINING TO THE TERMS, AND PAYMENT PURSUANT TO SUCH TERMS, OF THE ANNUAL BONUS FOR 2004 TO THE CHIEF EXECUTIVE OFFICER OF THE COMPANY, WHO IS ALSO A DIRECTOR OF THE COMPANY. ------------------------------------------------------------------------------------------------------- KONINKLIJKE BOSKALIS WESTMINSTER NV Agenda: 700508964 CUSIP: N14952225 Meeting Type: AGM Ticker: Meeting Date: 5/17/2004 ISIN: NL0000341485 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Opening Non- Voting 2. Approve the annual report of the Mgmt no action Board of Management for the year 2003 3.A Approve the annual accounts 2003 Mgmt no action 3.B Approve the report of the Supervisory Mgmt no action report 3.C Grant discharge to the Board of Mgmt no action Directors 3.D Grant discharge to the Supervisory Mgmt no action Board 3.E Approve the dividend policy Mgmt no action 3.F Approve the appropriation profit Mgmt no action 4. Approve the Corporate Governance Mgmt no action 5. Approve the remuneration of the Mgmt no action Supervisory Board 6. Grant authority to acquire shares in Mgmt no action its own capital 7. Approve the composition of the Mgmt no action Supervisory Board 8. Any other business Other no action 9. Closing Non- Voting ------------------------------------------------------------------------------------------------------- BUHRMANN NV, MAASTRICHT Agenda: 700477854 CUSIP: N17109104 Meeting Type: AGM Ticker: Meeting Date: 4/29/2004 ISIN: NL0000343135 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- PLEASE NOTE THAT BLOCKING CONDITIONS Non- FOR VOTING AT THIS GENERAL MEETING Voting ARE RELAXED. BLOCKING PERIOD ENDS ONE DAY AFTER THE REGISTRATION DATE SET ON 22 APR 2004. SHARES CAN BE TRADED THEREAFTER. THANK YOU. 1. Opening Non- Voting 10.a Appoint a Member of the Executive Mgmt no action Board as authorized body 10.b Approve to issue shares Mgmt no action 10.c Approve the limitation or exclusion Mgmt no action of the shareholders preferential 11. Questions Other no action 12. Closure Non- Voting 2.a Approve the report of the Supervisory Mgmt no action Board and the Executive Board 2.b Approve to determine the annual Mgmt no action account 2003 2.c Approve the dividend Mgmt no action 2.d Grant discharge to the Members of the Mgmt no action Executive Board 2.e Grant discharge to the Members of the Mgmt no action Supervisory Board 3. Approve to determine reservations and Mgmt no action dividend policy 4. Corporate Governance Mgmt no action 5.a Approve to determine the remuneration Mgmt no action policy of the Executive Board 5.b Approve the share option Mgmt no action 6. Approve to change the Articles of Mgmt no action Association 7. Appoint a member of the Supervisory Mgmt no action Board and re-appoint 2 Members of the Supervisory Board 8. Approve to inquire into the annual Mgmt no action account 2004 9. Authorize the Company to purchase own Mgmt no action shares of certificates ------------------------------------------------------------------------------------------------------- BUHRMANN NV, MAASTRICHT Agenda: 700413571 CUSIP: N17109104 Meeting Type: EGM Ticker: Meeting Date: 10/8/2003 ISIN: NL0000343135 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Opening Non- Voting 2.a Approve to sell the paper merchanting Mgmt For * division and change the Articles of Association 2.b Approve to alter the Articles of Mgmt Abstain * Association 3. Appoint a memeber of the Supervisory Mgmt For * Board 4. Any other business Other For * 5. Closure Non- Voting ------------------------------------------------------------------------------------------------------- FOX KIDS EUROPE NV, ROTTERDAM Agenda: 700407263 CUSIP: N3343B100 Meeting Type: AGM Ticker: Meeting Date: 9/10/2003 ISIN: NL0000352524 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- PLEASE NOTE THAT THIS IS AN Non- EXTRAORDINARY GENERAL MEETING. THANK Voting YOU. 1. Opening Non- Voting 2. Appoint a new Member of the Board Mgmt no action 3. Any other business Other no action 4. Closing Non- Voting ------------------------------------------------------------------------------------------------------- HAGEMEYER NV Agenda: 700485510 CUSIP: N38537234 Meeting Type: AGM Ticker: Meeting Date: 4/21/2004 ISIN: NL0000355477 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Opening Non- Voting 10. Approve the Corporate Governance Mgmt no action 11. Any other business Other no action 12. Closing Non- Voting 2. Approve the annual report of 2003 Mgmt no action 3. Approve the annual accounts of 2003 Mgmt no action 4.A Grant discharge to the Board of Mgmt no action Management 4.B Grant discharge to the Supervisory Mgmt no action Board 5. Appoint the Members of the Mgmt no action Supervisory Board 6. Appoint a member of the Board of Mgmt no action Management 7. Appoint the External Auditor to audit Mgmt no action the annual account of 2004 8. Authorize the Company to acquire Mgmt no action shares in its capital 9.A Authorize the Board of Management to Mgmt no action issue shares 9.B Authorize the Board of Management to Mgmt no action restrict or exclude the pre-emptive right on the issue of ordinary shares ------------------------------------------------------------------------------------------------------- HEIJMANS NV Agenda: 700497084 CUSIP: N3928R157 Meeting Type: AGM Ticker: Meeting Date: 5/5/2004 ISIN: NL0000341931 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Opening Non- Voting 10. Other business and closure Non- Voting 2. Announcements Mgmt For * 3. Approve the annual report for 2003 Mgmt For * and the comment by the Board of 4a. Approve the annual accounts 2003 Mgmt For * 4b. Approve the profit appropriation Mgmt For * 4c. Grant discharge of the Board of Mgmt For * Management 4d. Grant discharge of the Supervisory Mgmt For * Board 5. Approve the reserve and the dividend Mgmt For * policy 6. Approve the corporate governance Mgmt For * 7. Approve the remuneration of the Board Mgmt For * of Management 8.a Approve the resignation of a member Mgmt For * of the Supervisory Board 8.b Approve the possibility to make Mgmt For * recommendations to fulfil a vacancy of the Supervisory Board 8.c Re-appoint Mr. N.H. Douben as the Mgmt For * member of the Supervisory Board 8.d Approve the resignation of Mgmt For * Mr. J.L. Brentjeins a member of the Supervisory Board 9. Authorize the Board of Management to Mgmt For * acquire shares of the Company ------------------------------------------------------------------------------------------------------- NUTRECO HOLDING NV, BOXMEER Agenda: 700505552 CUSIP: N6508Y120 Meeting Type: AGM Ticker: Meeting Date: 5/13/2004 ISIN: NL0000375400 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Opening Non- Voting 10. Closing Non- Voting 2. Approve the report by the Supervisory Mgmt no action Board, by Audit Committee and by remuneration Committee over year 2003 3. Approve the report by the Executive Mgmt no action Board over the year 2003 4.1 Approve to determine the annual Mgmt no action accounts 4.2 Approve the dividend policy Mgmt no action 4.3 Approve the dividend proposal Mgmt no action 4.4 Grant discharge to the Executive Mgmt no action Board over the conduct of the 4.5 Grant discharge to the Supervisory Mgmt no action Board over its supervisory duties 5.1 Approve to review the Corporate Mgmt no action Governance Policy 5.2 Approve to determine the Executive Non- Board remuneration policy Voting 5.3 Approve the performance shares and Mgmt no action performance options schemes 5.4 Approve the remuneration of the Mgmt no action Supervisory Board 6. Appoint KPMG Accountants N.V. as the Mgmt no action External Auditor 7. Approve the mandate to the Executive Mgmt no action Board, subject to the approval of the Supervisory Board, to issue shares and to grant rights to take shares and with restriction or exclusion of the pre-emption rights for an 18 months period 8. Approve the mandate of the Executive Mgmt no action Board to acquire the Company s own shares for an 18 months period 9. Approve the communications, questions Mgmt no action ------------------------------------------------------------------------------------------------------- VEDIOR NV, AMSTERDAM Agenda: 700497781 CUSIP: N9202Y107 Meeting Type: AGM Ticker: Meeting Date: 5/7/2004 ISIN: NL0000390854 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Opening Non- Voting 10. Approve the remuneration policy Mgmt For * 11. Approve the Equity Plans Mgmt For * 12. Other business Other For * 13. Closure Non- Voting 2.a Receive the report of the Board of Mgmt For * Management 2.b Receive the report of the Stichting Mgmt For * Administratiekantoor 2.c Approve the annual accounts for 2003 Mgmt For * 2.d Approve to make a payment out of the Mgmt For * freely distributable part of the shareholders equity 3.a Grant discharge to the Board of Mgmt For * Management 3.b Grant discharge to the Supervisory Mgmt For * Board 4. Approve the Corporate Governance Mgmt For * 5. Authorize the Board of Management to Mgmt For * issue shares and to limit or exclude the pre-emptive right 6. Approve the authorization to acquire Mgmt For * certificates of shares of the 7. Appoint the Member of the Supervisory Mgmt For * Board 8. Appoint the Auditor Mgmt For * 9. Amend the Articles of Association Mgmt For * ------------------------------------------------------------------------------------------------------- ARISTOCRAT LEISURE LIMITED Agenda: 700489405 CUSIP: Q0521T108 Meeting Type: AGM Ticker: Meeting Date: 5/4/2004 ISIN: AU000000ALL7 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve that, the Financial Report of Mgmt For * the consolidated entity in respect of the YE 31 DEC 2003 and the Directors and Auditors reports thereon, be received by the Members 2. PLEASE NOTE THAT THE BOARD DOES NOT Shr Against * SUPPORT THIS PROPOSAL: Re-elect Mr. John Ducker as a Director who retires in accordance with the Article 12.3 of the Constitution of the Company 3. Elect Mrs. Penelope Morris as a Mgmt For * Director in accordance with the Article 12.11 of the Constitution of the Company 4. Elect Mr. David Simpson as a Director Mgmt For * in accordance with the Article 12.11 of the Constitution of the Company 5. Approve that, Company be authorized Mgmt For * to enter into contracts with affected Non-Executive Directors to the effect that the retirement allowances for eligible Non-Executive Directors be frozen and preserved with effect from 01 JUN 2004, indexed on each anniversary of 01 JUN 2004 in accordance with movements in the Consumer Price Index All Groups since the previous anniversary and only paid to the eligible Directors on their retirement or resignation from the Board or termination as a 6. Approve an increase in the allowance Mgmt For * for Directors fees from AUD 750,000 per annum to AUD 1,750,000 per annum with effect from 01 JAN 2004 until further varied by shareholders, to be apportioned amongst current and future Directors as the Directors ------------------------------------------------------------------------------------------------------- AUSTEREO GROUP LTD Agenda: 700419763 CUSIP: Q0741V115 Meeting Type: AGM Ticker: Meeting Date: 11/13/2003 ISIN: AU000000AEO6 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- A. Approve the Directors report and the Non- financial statements for the YE 30 Voting JUN 2003 B.i Re-elect Mr. John R. Kirby as a Mgmt For * Director, who retires by rotation in accordance with Clause 58.1 of the Constitution B.ii Re-elect Mr. Graham W. Burke as a Mgmt For * Director, who retires by rotation in accordance with Clause 58.1 of the Constitution ------------------------------------------------------------------------------------------------------- ANACONDA NICKEL LTD Agenda: 700425665 CUSIP: Q0792V105 Meeting Type: OGM Ticker: Meeting Date: 11/26/2003 ISIN: AU000000ANL3 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- O.1 Consider the financial statements and Mgmt For * the Directors Declaration and report for the YE 30 JUN 2003, together with the Auditor s report to the members of the Company O.2.A Re-elect Mr. G. Deru as a Director Mgmt For * who retires in accordance with the Company s Constitution O.2.B Re-elect Mr. W. Strothotte as a Mgmt For * Director who retires in accordance with the Company s Constitution S.1 Authorize the Board of Directors to Mgmt For * grant 20,000,000 options to subscribe for ordinary shares to Mr. Peter Brendan Johnston, the CEO and Managing Director of the Company on the following terms: the exercise price shall be AUD 0.06 per share, not exercisable before 6 JUN 2004, expiry date of 6 JUN 2005 S.2 Approve that the maximum amount of Mgmt For * fees payable to the non-executive Directors be increased by AUD 300,000 from AUD 500,000 to AUD 800,000 in total, for each twelve month period commencing 1 JUL in any year, until varied by members in the general meeting S.3 Approve to change the name of the Mgmt For * Company to Minara Resources Limited, subject to the consent of the Australian Securities and Investments Commission S.4 Approve that in accordance with Mgmt For * Section 254H of the Corporations Law and Article 9.1 of the Company s Constitution: (a) every fifteen fully paid ordinary shares of the Company are to be consolidated into one fully paid ordinary share; (b) every fifteen unexercised options granted by the Company are to be consolidated into one option; and (c) the exerise price for each unexercised option granted by the Company is to be multiplied by fifiteen, with effect from the date this resolution is S.5 Amend the Constitution of the Company Mgmt For * ------------------------------------------------------------------------------------------------------- AUSTRALIAN WORLDWIDE EXPLORATION LIMITED Agenda: 700424168 CUSIP: Q1134H101 Meeting Type: AGM Ticker: Meeting Date: 11/20/2003 ISIN: AU000000AWE9 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- Transact any other business Non- Voting 1. Receive and consider the annual Mgmt For * financial report and the reports of the Directors and the Auditors for the YE 30 JUN 2003 2.a Re-elect Mr. Edward S. Smith as a Mgmt For * Director, who retires by rotation in accordance with the Company s Constitution 2.b Re-elect Mr. Richard M. Griffin AM as Mgmt For * a Director, who retires in accordance with the Company s 2.c Re-elect Mr. Richard Dumbrell as a Mgmt For * Director, who retires in accordance with the Company s Constitution 3. Approve, for the purposes of ASX Mgmt For * Listing Rule 7.1 and for all other purposes, the issue under a share purchase plan of up to a maximum of 21 million fully paid ordinary shares within 3 months of the date of this meeting to eligible shareholders and in the event of and to the extent of any shortfall in shareholder take up under the share purchase plan, to any underwriters as may be arranged by the Company or subscribers procured by such underwriters ------------------------------------------------------------------------------------------------------- BAYCORP ADVANTAGE LTD Agenda: 700417187 CUSIP: Q13758109 Meeting Type: AGM Ticker: Meeting Date: 10/30/2003 ISIN: AU000000BCA7 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- Receive and consider the annual Non- report for the FYE 30 JUN 2003 Voting 1. Re-elect Ms. Rosanne Phillipa O Mgmt For * leghlen Meo as a Director of the Company 2. Re-elect Mr. Geoffrey Henry Kimpton Mgmt For * as a Director of the Company 3. Approve for all purposes the Mgmt For * establishment of a plan for Senior Managers of the Company and its subsidiaries to be called the Baycorp Advantage Limited Executive Performace Share Plan to be constituted and administered in accordance with the rules of the Baycorp Advantage Limited Executive 4. Approve for all purposes the Mgmt For * acquisition by the new Managing Director of the Company, of the number of ordinary fully paid shares in the Company for no cash payment, under the Baycorp Advantage Limited Executive Performace Share Plan ------------------------------------------------------------------------------------------------------- BURNS PHILP & CO LTD Agenda: 700419597 CUSIP: Q19083106 Meeting Type: AGM Ticker: Meeting Date: 11/5/2003 ISIN: AU000000BPC5 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- Consider the annual financial report, Non- Directors report and audit report Voting for the YE 30 JUN 2003 1. Re-elect Mr. G.R. Hart as a Director Mgmt For * of the Company 2. Elect Mr. B.M. Murray as a Director Mgmt For * of the Company 3. Re-appoint KPMG as the Auditor of the Mgmt For * Company with immediate effect 4. Approve, pursuant to Article 70 of Mgmt For * the Company s Constitution and until a further determination is made by the Company in general meeting, to increase the aggregate remuneration of Non-Executive Directors by AUD 450,000 to a total amount not exceeding AUD 900,000 in any FY ------------------------------------------------------------------------------------------------------- BURNS PHILP & CO LTD Agenda: 700386495 CUSIP: Q19083106 Meeting Type: EGM Ticker: Meeting Date: 7/23/2003 ISIN: AU000000BPC5 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 2. Approve, in accordance with Section Mgmt For * 611 item 7 of the Corporations Act 2001 Cth, to issue 31,320,000 shares to Rank, pursuant to the exercise of 31,320,000 options over issued shares, being part of a parcel of options acquired by Rank from Trimark Investments Management Inc on 09 DEC 1999 3. Approve, in accordance with Section Mgmt For * 611 item 7 of the Corporations Act 2001 Cth, to convert up to 537,644,211 converting preference shares which Rank holds in Burns Philip to ordinary shares S.1 Approve, in accordance with Section Mgmt For * 260B(2) of the Corporations Act 2001, to give financial assistance provided by Goodman Fielder and its subsidiaries, each a subsidiary of Burns Philip to BPC1 Pty Limited in connection with the share acquisitions by BPC1 Pty Limited and includes that Goodman Fielder and its Australian subsidiaries enter into guarantees and/or charges over Goodman Fielder Group assets to secure amounts payable under Burns Philip s financing facilities and Burns Philip use the free cash flow and proceeds of the sale of any assets of Goodman Fielder and its subsidiaries to repay some or all of ------------------------------------------------------------------------------------------------------- COCHLEAR LIMITED Agenda: 700414307 CUSIP: Q25953102 Meeting Type: AGM Ticker: Meeting Date: 10/21/2003 ISIN: AU000000COH5 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and approve the Company s Mgmt For * financial report and the reports of the Directors and the Auditors of the Company in respect of the YE 30 JUN 2003 2.1 Re-elect Professor Brian D.O. Mgmt For * Anderson AO as a Director of the Company, who retires by rotation in accordance with the Company s 2.2 Re-elect Mr. Peter J. North as a Mgmt For * Director of the Company, who retires by rotation in accordance with the Company s Constitution 3. Approve the establishment of the Mgmt For * Cochlear Executive Long Term Incentive Plan for employees and Executives of the Company 4. Approve, in accordance with the Mgmt For * Cochlear Executive Long Term Incentive Plan: a) the grant to Dr. John L. Parker an Executive Director of the Company of the number of options in accordance with the formula and on the specified terms; b) the acquisition by the Plan Trustee on behalf of Dr. Parker of the number of performance shares calculated in accordance with the formula and the specified terms; and c) the issue to Dr. Parker of any shares upon the exercise of any such options or the transfer by the Plan Trustee to Dr. Parker of any such ------------------------------------------------------------------------------------------------------- CORPORATE EXPRESS AUSTRALIA LIMITED Agenda: 700481776 CUSIP: Q28881102 Meeting Type: AGM Ticker: Meeting Date: 5/19/2004 ISIN: AU000000CXP9 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- Receive and approve the annual Non- financial report, the Directors Voting report and the Auditor s report of the Company for the YE 31 DEC 2003 1. Re-elect Mr. J. Turner as a Director Mgmt For * of the Company, who retires by rotation under Clause 19.2 of the Company s Constitution 2. Re-elect Mr. M. Hoffman as a Director Mgmt For * of the Company, who retires pursuant to Clause 15.5 of the Company s Constitution 3. PLEASE NOTE THAT THIS IS A Shr Against * SHAREHOLDER PROPOSAL: Elect Mr. W. Arthur as a Director of the Company pursuant to Clause 18.8 of the Company s Constitution ------------------------------------------------------------------------------------------------------- DOWNER EDI LTD Agenda: 700416541 CUSIP: Q32623151 Meeting Type: AGM Ticker: Meeting Date: 10/27/2003 ISIN: AU000000DOW2 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and consider the financial Mgmt For * statements and the reports of the Directors and the Auditor for the YE 30 JUN 2003 2.1 Re-elect Mr. K.Y. Lau as a Director, Mgmt For * who retires by rotation in accordance with the Constitution 2.2 Re-elect Mr. J.S. Humphrey as a Mgmt For * Director, who retires by rotation in accordance with the Constitution 2.3 Re-elect Mr. G.M. Lawrence as a Mgmt For * Director, who retires by rotation in accordance with the Constitution 4. Approve the consolidation of every Mgmt For * four ordinary shares on issue on the Consolidation Record Date into one ordinary share, subject to the passing of resolution 3, and pursuant to Section 254H of the Corporations Act and for all other purposes S.3 Amend the constitution of the Company Mgmt For * ------------------------------------------------------------------------------------------------------- FISHER & PAYKEL APPLIANCES HOLDINGS LTD Agenda: 700391422 CUSIP: Q3898H103 Meeting Type: AGM Ticker: Meeting Date: 8/11/2003 ISIN: NZFPAE0001S2 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- Receive and approve the financial Non- statements and the Auditor s report Voting for the YE 31 MAR 2003 as contained in the Company s annual report 1. Re-elect Mr. Peter Lucas as a Mgmt For * Director, in accordance with the Company s Constitution 2. Re-elect Mr. Gary Paykel as a Mgmt For * Director, in accordance with the Company s Constitution 3. Re-elect Mr. Julian Williams as a Mgmt For * Director, in accordance with the Company s Constitution 4. Authorize the Directors to fix the Mgmt For * fees and expenses of PricewaterhouseCoopers as the Company s Auditor S.5 Amend the Constitution of the Company Mgmt For * by: a) amending Clause 4.8 by deleting subparagraph (i), deleting the reference to (i),(ii) and (iii) in subparagraph (iv), replacing that deleted reference with (i) or (ii) and consequently renumbering the remaining subparagraphs; and b) amending Clause 22.2 by inserting a new words after the words means a ------------------------------------------------------------------------------------------------------- MILLERS RETAIL LIMITED Agenda: 700419751 CUSIP: Q60933100 Meeting Type: AGM Ticker: Meeting Date: 10/28/2003 ISIN: AU000000MRL9 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- Receive and consider the financial Non- statements for the YE 30 JUN 2003 and Voting the related Directors report, Directors Declaration and the audit report 1. Re-elect Mr. Gary Perlstein as a Mgmt For * Director who retires by rotation in accordance with the Constitution of the Company ------------------------------------------------------------------------------------------------------- PORTMAN LTD Agenda: 700489392 CUSIP: Q76995101 Meeting Type: AGM Ticker: Meeting Date: 4/30/2004 ISIN: AU000000PMM1 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- Approve the annual financial report Non- and the reports of the Directors and Voting the Auditors for the YE 31 DEC 2003 1. Re-elect Mr. George Francis Jones as Mgmt For * a Director who retires by rotation in accordance with the Company s Constitution 2. Re-elect Ms. Fiona Elizabeth Harris Mgmt For * as a Director who retires by rotation in accordance with the Company s Constitution 3. Re-elect Mr. Malcolm Hugh Macpherson Mgmt For * as a Director who retires by rotation in accordance with the Company s Constitution 4. Approve that, for the purposes of Mgmt For * Clause 10.2 of the Company s Constitution and for all other purposes the maximum aggregate amount of the fees available to pay the Directors excluding any Executive Director in any period of 12 months starting from the end of the FY of the Company be increased by AUD 200,000 from AUD 400,000 to AUD 5. Approve the appointment of the Mgmt For * ------------------------------------------------------------------------------------------------------- RAMSAY HEALTH CARE LTD RHC Agenda: 700425083 CUSIP: Q7982Y104 Meeting Type: AGM Ticker: Meeting Date: 11/25/2003 ISIN: AU000000RHC8 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive the financial report of the Non- Company and its controlled entities Voting and the report of the Directors and Auditors for the FYE 30 JUN 2003 2.A Re-elect Mr. Paul Joseph Ramsay as a Mgmt For * Director who retires by rotation in accordance with the Company s Constitution 2.B Re-elect Mr. Michael Stanley Siddle Mgmt For * as a Director who retires by rotation in accordance with the Company s Constitution 2.C Re-elect Ms. Marjorie Lysle Brislee Mgmt For * as a Director whose term expires at the conclusion of this meeting ------------------------------------------------------------------------------------------------------- RURAL PRESS LTD RUP Agenda: 700414460 CUSIP: Q8187V101 Meeting Type: AGM Ticker: Meeting Date: 10/17/2003 ISIN: AU000000RUP3 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and approve the reports of Non- the Directors and the Auditors and Voting the financial reports of the Company for the YE 30 JUN 2003 2. Declare the following dividends: AUD Mgmt For * 16.0 cents per ordinary share and per AUD 17.6 cents per preferred share, both fully franked at 30%, payable 07 NOV 2003, to all shareholders registered as of 28 OCT 2003 3.a Re-elect Mr. Bruce Gowrie Smith as a Mgmt For * Director, who retires by rotation 3.b Re-elect Mr. Nicholas Burton Baylor Mgmt For * as a Director ------------------------------------------------------------------------------------------------------- SKY CITY ENTERTAINMENT GROUP LTD Agenda: 700415549 CUSIP: Q8513Z115 Meeting Type: AGM Ticker: Meeting Date: 10/30/2003 ISIN: NZSKCE0001S2 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- PLEASE NOTE THAT THIS IS A REVISION Non- DUE TO THE CHANGE IN THE AGENDA. IF Voting YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. U. 1. Re-elect Mr. Bill R. Trotter as a Mgmt no action Director 2. Elect Mr./Ms. Patsy L. Reddy as a Mgmt no action Director 3. Authorize an increase in the Mgmt no action Director s fees, from NZD 450,000 plus GST (if any) for each financial year, to NZD 600,000 plus GST (if any) for each financial year, being an increase of NZD 150,000 plus GST (if 4. Authorize the Directors to fix the Mgmt no action fees and expenses of the Auditor of the Company ------------------------------------------------------------------------------------------------------- SONIC HEALTHCARE LIMITED Agenda: 700426910 CUSIP: Q8563C107 Meeting Type: AGM Ticker: Meeting Date: 11/27/2003 ISIN: AU000000SHL7 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Re-elect Mr. Barry Patterson as Mgmt For * Director of the Company, who retires in accordance with Article 71 of the Company s Constitution 2. Re-elect Mr. Colin Jackson as Mgmt For * Director of the Company, who retires in accordance with Article 71 of the Company s Constitution 3. Re-elect Dr Michael Robinson as Mgmt For * Director of the Company, who retires in accordance with Article 71 of the Company s Constitution 4. Approve, for the purposes of Listing Mgmt For * 7.2 of Australian Stock Exchange Limited and for all other purposes, the issue of options to acquire ordinary shares under and in accordance with the terms of the Sonic Healthcare Limited Employee 5. Approve to amend the expiry date for Mgmt For * the options originally issued to Dr. Colin Goldschmidt (Managing Director) to acquire 3 million ordinary shares in the capital of the Company at AUD 5.32 each, as approved by shareholders of the Company on 15 NOV 1999, from 20 April 2005 to 20 6. Approve to amend the expiry date for Mgmt For * the options originally issued to Mr. Christopher Wilks (Finance Director) to acquire 1.5 million ordinary shares in the capital of the Company at AUD 5.32 each, as approved by shareholders of the Company on 15 NOV 1999, from 20 April 2005 to 20 S.7 Amend the Constitution of the Company Mgmt For * by reinstating Articles 113, 114 and 115 ------------------------------------------------------------------------------------------------------- THE WAREHOUSE GROUP LTD Agenda: 700427796 CUSIP: Q90307101 Meeting Type: AGM Ticker: Meeting Date: 11/28/2003 ISIN: NZWHSE0001S6 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and approve the annual Mgmt For * report, the financial statements and the Auditors report for the YE 31 2.1 Re-elect, in accordance with the Mgmt For * Constitution, Mr. P.G. Inger as a Director, who retires by rotation 2.2 Re-elect, in accordance with the Mgmt For * Constitution, Mr. J.R. Avery as a Director, who retires by rotation 2.3 Re-elect, in accordance with the Mgmt For * Constitution, Mr. J.C. Dahlsen as a Director, who retires by rotation 3. Re-appoint, pursuant to Section Mgmt For * 200(1) of the Companies Act 1993, Ernst & Young as the Auditors and authorize the Directors to fix their remuneration for the ensuing year 5. Transact any other business Other For * S.4 Amend the Company s Constitution by: Mgmt For * i) deleting Section 37.6 and inserting a new Section 37.6; ii) removing the reference to Part 1 of the Companies Amendment Act 1963 in Clause 4.2(e)(i) of the Constitution by deleting that clause, deleting the reference to i, ii, iii in Clause 4.2(e)(iv) and replacing it with i or ii and consequently renumbering the remaining subsidiaries-paragraphs in Clause 4.2; and iii) inserting words in Clause 33.3 of the Constitution ------------------------------------------------------------------------------------------------------- EKORNES ASA Agenda: 700498973 CUSIP: R20126109 Meeting Type: OGM Ticker: Meeting Date: 5/6/2004 ISIN: NO0003035305 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- IMPORTANT MARKET PROCESSING Non- REQUIREMENT: A BENEFICIAL OWNER Voting SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE AT ADP. THANK 1. Approve the registration of attending Mgmt For * shareholders, the notice of meeting and agenda 2. Elect the Chairman of the meeting Mgmt For * 3.a Approve the Company s financial Mgmt For * statement and the Groups s result and balance sheet 3.b Approve the appropriations of profit Mgmt For * including the dividend 4. Approve the remuneration to the Board Mgmt For * Members, Auditor and Nominating Committee 5. Elect the Board of Directors Mgmt For * 6. Approve the guidelines for the Mgmt For * Nominating Committee 7. Grant authority to purchase up to 1% Mgmt For * own shares related to the Share Option Plan for employees for 2004 ------------------------------------------------------------------------------------------------------- OSLO BOERS HOLDING ASA, OSLO Agenda: 700499874 CUSIP: R6890P105 Meeting Type: AGM Ticker: Meeting Date: 5/6/2004 ISIN: NO0010096845 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- IMPORTANT MARKET PROCESSING Non- REQUIREMENT: A BENEFICIAL OWNER Voting SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE AT ADP. THANK 1. Elect a Chairman for the meeting and Mgmt no action a person to sign the minutes jointly with the Chairman 10. Approve the temporary waiver of the Mgmt no action ownership restrictions contained in the Articles of Association 2. Approve the notice calling the Mgmt no action meeting and the agenda 3. Receive the report of the Control Mgmt no action Committee of the Company for 2003 4. Approve the annual report and the Mgmt no action accounts for 2003, including the distribution of an ordinary dividend 5. Elect the Members to the Board Mgmt no action 6. Elect the Members to the Control Mgmt no action Committee of the Company 7. Approve the change to the mandate of Mgmt no action the Election Committee 8. Elect the Members to the Election Mgmt no action Committee 9. Approve to determine the fee payable Mgmt no action to the Auditor no action ------------------------------------------------------------------------------------------------------- OSLO BOERS HOLDING ASA, OSLO Agenda: 700408568 CUSIP: R6890P105 Meeting Type: EGM Ticker: Meeting Date: 9/15/2003 ISIN: NO0010096845 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Elect the Chairman for the meeting Mgmt For * and approve to sign the minutes jointly with the Chairman 2. Approve the notice calling the Mgmt For * meeting and the agenda 3. Approve an extraordinary dividend Mgmt For * ------------------------------------------------------------------------------------------------------- SCHIBSTED ASA Agenda: 700501871 CUSIP: R75677105 Meeting Type: AGM Ticker: Meeting Date: 5/6/2004 ISIN: NO0003028904 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- IMPORTANT MARKET PROCESSING Non- REQUIREMENT: A BENEFICIAL OWNER Voting SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE AT ADP. 1. Elect the Chairman of the AGM Mgmt For * 10. Approve the remuneration to the Board Mgmt For * of Directors for the period 2004- 11. Approve the Election Committees Mgmt For * statement regarding its work in 2003- 2004 12. Approve the remuneration to the Mgmt For * Election Committee for the period 2003-2004. 13. Elect the Election Committee for 2 Mgmt For * years 2. Approve the notice and the agenda for Mgmt For * the AGM 3. Elect two representatives to sign the Mgmt For * protocol from the AGM together with the Chairman of the AGM 4. Approve the annual accounts and the Mgmt For * Board of Directors annual report for Schibsted ASA and the Group, for year 2003 5. Approve of the proposed allocation of Mgmt For * dividend for year 2003, NOK 3.00 per share, with shares owned by Schibsted ASA excluded 6. Approve the remuneration to the Mgmt For * Company s Auditor, in the aggregate of NOK 550,000 7. Approve the proposal to give the Mgmt For * Board of Directors a renewed proxy to buy shares in Schibsted ASA, valid until the next AGM in Schibsted in 8. Approve the change in 3 of Company s Mgmt For * Articles of Association 9. Elect the shareholders Board Members Mgmt For * and the Deputies ------------------------------------------------------------------------------------------------------- WILH.WILHELMSEN LTD ASA Agenda: 700427950 CUSIP: R98978100 Meeting Type: AGM Ticker: Meeting Date: 11/17/2003 ISIN: NO0003471401 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Adopt the summons and the agenda to Mgmt For * the EGM 2. Elect a person to co-sign the minutes Mgmt For * from the EGM 3. Approve to pay an extraordinary Mgmt For * dividend of NOK 6.00 per share based on the balance per 31 DEC 2002 ------------------------------------------------------------------------------------------------------- WILH.WILHELMSEN LTD ASA Agenda: 700503724 CUSIP: R98978100 Meeting Type: AGM Ticker: Meeting Date: 5/5/2004 ISIN: NO0003471401 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- IMPORTANT MARKET PROCESSING Non- REQUIREMENT: A BENEFICIAL OWNER Voting SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE AT ADP. THANK 1. Adopt the summons and the agenda to Mgmt no action the AGM 2. Elect a person to Company-sing the Mgmt no action minutes of the AGM 3. Approve the annual accounts and the Mgmt no action report for 2003, including the consolidated accounts and the distribution of dividend 4. Approve the Auditors remuneration Mgmt no action 5. Approve to fix the remuneration of Mgmt no action the Board Members and the Deputy Board Members 6. Approve to extend the authority to Mgmt no action the Board of Directors to purchase shares in the Company 7. Elect the Members and the Deputy Mgmt no action Members of the Board ------------------------------------------------------------------------------------------------------- NASPERS LTD Agenda: 700402388 CUSIP: S5340H118 Meeting Type: AGM Ticker: Meeting Date: 8/29/2003 ISIN: ZAE000015889 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- Transact other business Non- Voting 1. Approve the financial statements of Mgmt For * the company and the Group for the 12 months ending 31 MAR 2003 and the reports of the Directors and the Auditors 2. Approve the dividends in relation to Mgmt For * the N ordinary and A ordinary shares of the Company 3. Approve the remuneration of the Non- Mgmt For * Executive Directors 4. Re-appoint PricewaterhouseCoopers Mgmt For * Inc. as the Auditors, until the conclusion of the next general meeting of the company 5. Re-elect Mr. T. Vosloo, who retires Mgmt For * by rotation 6. Approve to extend the unconditional Mgmt Against * general authority granted to the Directors to place under their control and to allot and issue at their discretion, subject to the provisions of Section 221 of the Companies Act No,61 of 1973 as amended Act, and the requirements of the JSE Securities Exchange South Africa JSE and any other exchange on which the shares of the Company may be quotated or listed from time to time, the unissued shares of the Company on such terms and conditions and to such persons, whether they are shareholders or not, as the Director may in their sole discretion deem 7. Authorize the Directors, subject to Mgmt Against * the listing requirements of the JSE, to issue unissued shares of a class of shares already in issue in the capital of the Company for cash as and when the opportunity arises, not exceeding in aggregate 15% of the number of issued shares of that class of shares in a FY, at the maximum permitted discount of 10% of the weighted average traded price of the shares in question over the 30 days prior to the date that the price of the issue is determined; Authority expires the earlier of the next AGM of the Company, or 15 months; a paid press announcement giving full details, including the impact on the net asset value and earning per share, will be published at the time of any issue representing, on a cumulative basis within one year, 5% or more of the number shares of that class in issue prior to the issues 8. Approve to grant non-renounceable Mgmt For * offer to the Welkom debenture holders in terms of which they will become entitled to subscribe for a total of 5,605,236 Naspers N ordinary shares at a subscription price of ZAR 32.96 per Naspers N ordinary share during the 30 day period from 09 SEP 2006 9. Authorize the Directors of the Mgmt For * Company to do all things, perform all acts and sign all documentation necessary to effect the implementation of the resolutions S.1 Authorize the Company, to repurchase Mgmt For * issued share capital as and when the opportunity arises, subject to the provisions of the Act and the requirements of the JSE on the open market of the JSE, not exceeding in aggregate 20% of the Company s issued shares in existence at the date this authority is given, at a price of no more than 10% above the average, weighted by volume of shares, of the market value of shares over the previous 5 business days; Authority expires the earlier of the next AGM or 15 months; a paid press announcement will be published when the Company has acquired, on a cumulative basis, 3% of the number of ------------------------------------------------------------------------------------------------------- RECORDATI INDUSTRIA CHIMICA E FARMACEUTICA Agenda: 700464693 SPA, MILA CUSIP: T78458121 Meeting Type: MIX Ticker: Meeting Date: 4/7/2004 ISIN: IT0003074447 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- Please note in the event the meeting Non- does not reach quorum, there Voting will be a second call on 8 APR 2004. Consequently, your voting instructions will remain valid for all calls unless the agenda is amended. Please be also advised that your shares will be blocked until the quorum is met or the meeting is E.1 Amend some Articles of the By-Laws Mgmt For * and approve to reflect the disposal of the legislative decrees 6/2003 and 5/2003 reform of the Italian O.1 Receive the Board of Directors Mgmt For * report, the Internal Auditors report and the balance sheet report as of 31 DEC 2003; and approve to allocate profit and distribution of available reserves and the resolutions related thereto O.2 Authorize the Company to buy and Mgmt For * dispose its own shares; and approve the empowerment and the resolutions related thereto ------------------------------------------------------------------------------------------------------- RESMED INC Agenda: 700427037 CUSIP: U76171104 Meeting Type: AGM Ticker: Meeting Date: 11/13/2003 ISIN: AU000000RMD6 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- Transact any other business Non- Voting 1.a Re-elect Mr. Peter C. Farrell as a Mgmt For * Director, for a three year term 1.b Re-elect Mr. Gary W. Pace as a Mgmt For * Director, for a three year term 2. Approve the 2003 Employee Stock Mgmt For * Purchase Plan, under which an aggregate of 3,250,000 shares would be available for issuance 3. Approve to increase the maximum Mgmt Against * aggregate amount of Directors fees payable in any FY to all Non- Executive Directors, as a group, from AUD 50,000 to AUD 400,000 4. Ratify the selection of KPMG LLP as Mgmt For * the Independent Auditors for the FYE 30 JUN 2004 ------------------------------------------------------------------------------------------------------- ANOTO GROUP AB Agenda: 700501112 CUSIP: W04975103 Meeting Type: AGM Ticker: Meeting Date: 5/11/2004 ISIN: SE0000547929 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- IMPORTANT MARKET PROCESSING Non- REQUIREMENT: A BENEFICIAL OWNER Voting SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE AT ADP. THANK A. Adopt the profit and loss statement, Mgmt For * the balance sheet, the consolidated income statement and consolidated balance sheet B. Approve the Company s profit or loss Mgmt For * in accordance with the adopted balance sheet and no dividend be distributed for the financial year C. Grant discharge to the Board Members Mgmt For * and the President D. Approve to elect eight Board Members Mgmt For * without Deputies E. Approve the remuneration of Board fee Mgmt For * amounting to SEK 1,200,000 and of the Auditors be disbursed in accordance with the procurement F.1 Re-elect Mr. Christer Fahraeus as a Mgmt For * Member of Board F.2 Re-elect Mr. Lars Berg as a Member of Mgmt For * Board F.3 Re-elect Mr. Urban Janason as a Mgmt For * Member of Board F.4 Re-elect Mr. Nils Rydbeck as a Member Mgmt For * of Board F.5 Re-elect Mr. Jon Uddenfeldt as a Mgmt For * Member of Board F.6 Re-elect Mr. Kjeli Duveblad as a Mgmt For * Member of Board F.7 Re-elect Mr. David Henry as a Member Mgmt For * of Board F.8 Elect Ms. Martha Josefsson as a Mgmt For * Member of Board F.9 Re-elect Deloitte and Touche with Mgmt For * Per-Arne Petterson as the Auditors for a term of four years G. Amend the second Paragraph of Article Mgmt For * 7 of the Article of Association H. Authorize the Board to implement a Mgmt For * new share issue of a maximum of 10,000,000 shares with provisions for payment in kind or set-off or on other conditions thereby enabling the waiving of shareholders preferential rights as to enable Company acquisitions against full or part payment in the form of shares; authorization would result in a dilution of approximately 7 to 8% based on the total number of shares I. PLEASE NOTE THAT THIS IS A Shr Against * SHAREHOLDER PROPOSAL: Elect the Nomination Committee composing of three to five Company independent persons representing the Company s shareholders at the AGM; approve that one representative from minor shareholders should be included in the committee J. PLEASE NOTE THAT THIS IS A Shr Against * SHAREHOLDER PROPOSAL: Authorize the Board of Directors to elect a Replacement Committee K. PLEASE NOTE THAT THIS IS A Shr Against * SHAREHOLDER PROPOSAL: Authorize the Board of Directors to elect a Audit ------------------------------------------------------------------------------------------------------- MODERN TIMES GROUP AB Agenda: 700497806 CUSIP: W56523116 Meeting Type: AGM Ticker: Meeting Date: 5/12/2004 ISIN: SE0000412371 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- IMPORTANT MARKET PROCESSING Non- REQUIREMENT: A BENEFICIAL OWNER Voting SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE AT ADP. THANK A. Adopt the income statement and the Mgmt For * balance sheet and the consolidated income statement and the consolidated balance sheet B. Approve the Company s unappropriated Mgmt For * earnings or accumulated losses as stated in the adopted balance sheet C. Grant discharge from liability to the Mgmt For * Members of the Board of Directors and the Managing Director D. Approve to determine the number of Mgmt For * Members and the Deputy Members of the Board of Directors and the number of Auditors and the Deputy Auditors E. Approve to determine the fees of the Mgmt For * Members of the Board of Directors and the Auditors F.1 Re-elect Mr. Asger Aamund as a Member Mgmt For * of the Board of Directors F.2 Re-elect Mr. David Chance as a Member Mgmt For * of the Board of Directors F.3 Re-elect Mr. Lars-Johan Jarnheimer as Mgmt For * a Member of the Board of Directors F.4 Re-elect Ms. Cristina Stenbeck as a Mgmt For * Member of the Board of Directors F.5 Re-elect Mr. Pelle Tornberg as a Mgmt For * Member of the Board of Directors F.6 Elect Mr. Nick Humby as a Member of Mgmt For * the Board of Directors F.7 Elect Mr. David Marcus as a Member of Mgmt For * the Board of Directors G. PLEASE NOTE THAT THIS IS A Shr Against * SHAREHOLDERS PROPOSAL: Elect a Nomination Committee H. PLEASE NOTE THAT THIS IS A Shr Against * SHAREHOLDERS PROPOSAL: Authorize the Board of Directors to elect a Remuneration Committee I. PLEASE NOTE THAT THIS IS A Shr Against * SHAREHOLDERS PROPOSAL: Authorize the Board of Directors to elect an Audit Committee ------------------------------------------------------------------------------------------------------- NCC AB Agenda: 700468196 CUSIP: W5691F104 Meeting Type: OGM Ticker: Meeting Date: 4/7/2004 ISIN: SE0000117970 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- IMPORTANT MARKET PROCESSING Non- REQUIREMENT: A BENEFICIAL OWNER Voting SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE AT ADP. 1. Open the meeting Mgmt no action 10. Approve the disposition of the Mgmt no action Company s profit or loss according to the approved financial statements 11. Approve the exemption of Mgmt no action responsibility for the members of the board of Directors and the managing Director for the YR 2003 12. Approve the quantity of members of Mgmt no action the board, Auditors and substitutes to be elected at the meeting 13. Approve the honorary to the members Mgmt no action of the board 14. Approve the honorary to the Auditors Mgmt no action 15. Elect the members of the board and Mgmt no action substitutes 16. Elect the Auditors and substitutes Mgmt no action 17. Approve the preparation of the Mgmt no action elections 18. Amend the Articles of Association 4 Mgmt no action and 5 19. Approve the reduction of the share Mgmt no action capital and the reserve fund 2. Elect the Chairman Mgmt no action 20. Authorize the Board to acquire own Mgmt no action shares 21. Other issues Other no action 3. Approve the electoral register Mgmt no action 4. Approve the agenda Mgmt no action 5. Elect two persons to keep the Mgmt no action 6. Determine if the meeting has been Mgmt no action called together correctly 7. Receive the annual report and Mgmt no action Auditors report, also, the consolidated annual report and auditors report 8. Receive the managing Director s Mgmt no action 9. Approve the result and balance sheet, Mgmt no action also the consolidated result and balance sheet ------------------------------------------------------------------------------------------------------- NOBIA AB Agenda: 700464061 CUSIP: W5750H108 Meeting Type: OGM Ticker: Meeting Date: 4/1/2004 ISIN: SE0000949331 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- IMPORTANT MARKET PROCESSING Non- REQUIREMENT: A BENEFICIAL OWNER Voting SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE AT ADP. A. Approve the adoption of the profit Mgmt For * and loss statement and the balance sheet and of the consolidated profit and loss statement and the consolidated balance sheet B. Approve that the profit for the year Mgmt For * of approximately SEK 106 million and the profit brought forward of approximately SEK 95 million, in aggregate approximately SEK 201 million, be appropriated so that a dividend to the shareholders of SEK 2.25 per share, in aggregate approximately SEK 130 million, is declared and that the remaining amount is brought forward; the record date for the dividend is 06 APR 2004; and if the general meeting passes a resolution in accordance with the proposal, the dividend is expected to be paid through the agency of VPCAB on 13 APR 2004 C. Discharge from liability for the Mgmt Against * members to the Board of Directors and the Managing Director D. Determine 8 as the number of Members Mgmt For * Board of Directors with no Deputy members E. Approve to determine the fees to each Mgmt For * members of the Directors who is not salaried by the Company shall be paid in a fixed amount of SEK 100,00 and in addition, in an amount corresponding to the average last price paid for the Nobia share during the period from 01 JAN 2005 up to and including the date of the AGM of 2005, multiplied by a factor of 2,000; and the fee to the Chairman of the Board of Directors shall be paid in a fixed amount of SEK 250,000 and in addition and amount calculated in accordance with the above, with the exception that the factor 2,000 shall F.1 Re-elect Mr. Fredrik Cappelen as a Mgmt For * Member of Board of Directors F.2 Re-elect Mr. Hane Larsson as a Member Mgmt For * of Board of Directors F.3 Re-elect Mr. Wilhelm Lauren as a Mgmt For * Member of Board of Director F.4 Re-elect Mr. Herald Mix as a Member Mgmt For * of Board of Director F.5 Re-elect Mr. Thomas Nllsson as a Mgmt For * Member of Board of Director F.6 Re-elect Mr. Bodil Eriksson as a Mgmt For * Member of Board of Director F.7 Elect Mr. Stefan Dahibo as a Member Mgmt For * of Board of Director F.8 Elect Mr. Ingrid Osmundsen as a Mgmt For * Member of Board of Director G. PLEASE NOTE THIS IS SHAREHOLDERS Shr For * PROPOSAL: Approve that there shall be a Nomination Committee Committee for the preparation and submission of proposals to the shareholders in the Company with regard to election of Board Members and when applicable, Auditors as well as with regard to fees to the Board Members and Auditors; the Committee shall consist of four members representing the four largest shareholders as of the end of the third quarter; at the end of the third quarter, the Chairman of the Board of Directors shall summon the four largest shareholders in the Company, who shall each be entitled to appoint one Member of the Committee; such members should not be Members of the Board of Directors of the Company; the Committee shall be entitled to appoint the Chairman of the Board as Member of the Committee; should any of the four largest shareholders renounce its right to appoint a Member of the Committee, the next shareholder by size shall be given the opportunity to appoint a Member of the Committee; should several shareholders renounce their rights to appoint Members of the Committee, it should not be necessary to ask more than the 8 largest shareholders unless required in order for the Committee to consist of not less than three members; the Committee should be chaired by a shareholder representative, but the Chairman of the Board of Directors may also be appointed as the Chairman of the Committee; according to the Swedish Minority Shareholders Association the Association proposal, the Committee should consist of three to five members who should be independent of the Company, appointed by the general meeting and represent the owners of the Company, one representative of the minority shareholders is proposed to be H. Approve that the work of the Board of Mgmt For * Directors in the field of auditing and control shall continue to be carried out in accordance with the principles and in the form accounted for at the AGM of 2003 and which are also documented in the rules of procedure for the Board of Directors; the Association has proposed that the general meeting commission the Board of Directors to establish an Audit Committee; according to this proposal, the Audit Committee shall be a preparatory sub-committee of the Board of Directors and Board Members employed by the Company should not be appointed Members of the Committee ------------------------------------------------------------------------------------------------------- PROFFICE AB Agenda: 700462118 CUSIP: W6790Z116 Meeting Type: AGM Ticker: Meeting Date: 3/29/2004 ISIN: SE0000470700 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- IMPORTANT MARKET PROCESSING Non- REQUIREMENT: A BENEFICIAL OWNER Voting SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE AT ADP. 1. Approve the opening of the general Mgmt no action meeting and elect the Chairman at the general meeting 10. Approve the information pursuant to Mgmt no action Chapter 8, Section 7 of the Swedish Companies Act 1975:1385 concerning duties in other Companies of the Members of the Board of Directors and of the Deputy Members 11.1 Re-elect Mr. Christer Hagglund as a Mgmt no action Director 11.2 Re-elect Mr. Alf Johansson as a Mgmt no action Director 11.3 Re-elect Mr. Roland Nilsson as a Mgmt no action Director 11.4 Re-elect Mr. Christer Sandahl as a Mgmt no action Director 11.5 Re-elect Mr. Gunilla Wikman as a Mgmt no action Director 11.6 Elect Mr. Karin Eliasson as a Mgmt no action 11.7 Elect Mr. Kenny Palmberg as a Mgmt no action 12. PLEASE NOTE THAT THIS RESOLUTION IS A Shr no action SHAREHOLDER PROPOSAL: Approve the nomination process for the election of Board of Directors as prescribed 13. Approve the closing of the general Mgmt no action meeting 2. Approve and prepare the voting list Mgmt no action 3. Elect at least one person to verify Mgmt no action the minutes 4. Determine whether the general meeting Mgmt no action has been properly convened 5. Approve the agenda Mgmt no action 6. Receive the annual report, the Mgmt no action Auditors report and the consolidated annual report and the Auditors report on the consolidated annual 7.a. Approve to adopt the profit and loss Mgmt no action account and the balance sheet, the consolidated profit and loss account and the consolidated balance sheet 7.b. Approve the dispositions of the Mgmt no action Company s profit according to the adopted balance sheet and that no dividend be paid to the shareholders for the FY 2003 7.c. Grant discharge to the Directors and Mgmt no action the Managing Director from their liability 8. Approve that the Board of Directors Mgmt no action shall consist of 7 Directors and that no Deputies be elected 9. Approve the compensation to the Board Mgmt no action of Directors at SEK 700,000 to be distributed between the Directors following the Board of Directors approval ------------------------------------------------------------------------------------------------------- Q-MED AB Agenda: 700487843 CUSIP: W71001106 Meeting Type: AGM Ticker: Meeting Date: 5/6/2004 ISIN: SE0000426462 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- IMPORTANT MARKET PROCESSING Non- REQUIREMENT: A BENEFICIAL OWNER Voting SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE AT ADP. THANK A. Adopt the income statement and the Mgmt For * balance sheet, as well as the consolidated income statement and the consolidated balance sheet B. Approve the treatment of the Company s Mgmt For * un-ppropriated earnings in accordance with the adopted balance C. Grant discharge to the Members of the Mgmt For * Board and the President from their liability D. Approve the address given by Mr. Mgmt For * Tomas Billing, Chairman of the nominations committee, on the work of the nominations committee and an explanatory statement regarding the nominations and the proposed fees E. Approve to elect 7 Members of the Mgmt For * Board and no deputy Members F. Approve the fees of SEK 840,000 to Mgmt For * the Board and approve the fee of the Auditor G.1 Re-elect Mr. Hakan Edstrom as a Mgmt For * Director G.2 Re-elect Mr. Goran Carstedt as a Mgmt For * Director G.3 Re-elect Mr. Anders Milton as a Mgmt For * Director G.4 Re-elect Mr. Pia Rudengren as a Mgmt For * Director G.5 Re-elect Mr. Asa Roden as a Director Mgmt For * G.6 Elect Mr. Mikael Kamras as a Chairman Mgmt For * of the Board G.7 Elect Mr. Bengt Agerup as a Director Mgmt For * H.1 Re-elect Mr. Tomas Billing as the Mgmt For * Chairman of the Nomination Committee and a fee of SEK 60,000 be paid to the Chairman H.2 Elect Mr. Bjorn Odlander as a Member Mgmt For * of the Nomination Committee H.3 Re-elect Mr. Bengt Agerup as a Member Mgmt For * of the Nomination Committee I. Approve the address given by the Mr. Mgmt For * Goran Carstedt on the work of the Remuneration Committee J. PLEASE NOTE THAT THIS IS A Shr Against * SHAREHOLDER PROPOSAL: Approve to set up a Nomination Committee consisting of three to five people independent of the Company to represent the shareholders, including one person who should be a representative of the smaller shareholders K. PLEASE NOTE THAT THIS IS A Shr Against * SHAREHOLDER PROPOSAL: Approve to set up a Audit Committee and the account of the work and function of the Remuneration Committee ------------------------------------------------------------------------------------------------------- SECO TOOLS AB Agenda: 700480495 CUSIP: W7903Y111 Meeting Type: AGM Ticker: Meeting Date: 5/5/2004 ISIN: SE0000118838 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- IMPORTANT MARKET PROCESSING Non- REQUIREMENT: A BENEFICIAL OWNER Voting SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE AT ADP. THANK A. Approve the adoption of the income Mgmt For * statement and the balance sheet and the consolidated income statement and the consolidated balance sheet B. Grant discharge to the Members of the Mgmt For * Board of Directors and of the President from liability for the FY C. Approve the dividend of SEK 14.00 per Mgmt For * share for fiscal 2003 and the record date as 10 MAY 2004 for receipt of the dividend D. Approve the number of Board Members Mgmt For * as 8 and no deputies E. Approve the number of Auditors as 2 Mgmt For * and no deputies F. Approve the remuneration of Board as Mgmt For * SEK 1,200,000 of which SEK 300,000 will be paid to the Chairman of the Board and the remainder distributed between the Board Members in accordance with the Board s own assessment and that remuneration to the Auditors be paid in accordance with current invoicing G.1 Re-elect Mr. Gunnar Bjorklund as a Mgmt For * Board Member G.2 Re-elect Mr. Magnus Brandeskar as a Mgmt For * Board Member G.3 Re-elect Mr. Stefan Emeholm as a Mgmt For * Board Member G.4 Re-elect Mr. Jan-Erik Forsgren as a Mgmt For * Board Member G.5 Re-elect Mr. Hans Harvlg as a Board Mgmt For * Member G.6 Re-elect Mr. Anders Listam as a Board Mgmt For * Member G.7 Re-elect Mr. Lars Renstrom as a Board Mgmt For * Member G.8 Elect Ms. Carina Malmgren Heander as Mgmt For * a Board Member H. Elect Ohrlings PricewaterhouseCoopers Mgmt For * and KPMG Bohlin, Public Accounting Firms as the Auditors I. Approve that the Board Chairman and a Mgmt For * representative of each of the four largest shareholders, who must not be Members of the Board of the Company, shall jointly constitute the Nominating Committee for the period up to the end of the next AGM J. PLEASE NOTE THAT THIS RESOLUTION IS A Shr For * SHAREHOLDER PROPOSAL: Approve to elect the Nominating Committee consisting of three to five persons who are independent Seco Tools AB and who will represent the Company s owners at the AGM and that small shareholders be included in the ------------------------------------------------------------------------------------------------------- TELECA AB Agenda: 700494228 CUSIP: W7966S100 Meeting Type: AGM Ticker: Meeting Date: 5/6/2004 ISIN: SE0000366254 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- IMPORTANT MARKET PROCESSING Non- REQUIREMENT: A BENEFICIAL OWNER Voting SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE AT ADP. THANK A. Approve that no dividend shall be Mgmt For * paid for the FY 2003 B. Grant discharge of the members of the Mgmt For * Board of Directors and of the Managing Director from liability C. Approve to determine SEK 600,000 of Mgmt For * fees to the Board of Directors D. Approve to determine the number of Mgmt For * Board Members and Deputies E.1 Re-elect Mr. Borje Bengtsson as a Mgmt For * Board of Director E.2 Re-elect Mr. Konstantin Caliacmanis Mgmt For * as a Board of Director E.3 Re-elect Mr. Goran Larsson as a Board Mgmt For * of Director E.4 Re-elect Mr. Gunder Lillus as a Board Mgmt For * of Director E.5 Re-elect Mr. Dan Olofsson as a Board Mgmt For * of Director E.6 Re-elect Mr. Johan Vunderink as a Mgmt For * Board of Director E.7 Elect Mr. Juha Christensen as a Board Mgmt For * of Director F. Authorize the Board to decide on new Mgmt For * issues of shares up to a total amount of 3,000,000 Series B shares, in this respect, the Board shall be entitled to decide to waive the preferential rights of shareholders as well as to resolve on provisions pursuant to Chapter 4 & 6 of the Swedish Companies Act in kind, set-off, or other terms, the issue price for the new shares shall be determined on the basis of the market price for the shares at the time of the issue, the purpose of the authorization is primarily to facilitate financing of acquisitions and secondary to facilitate a strengthening of the Company s financial position, if the authorization is fully utilized, it results in a dilution of about 4.7% of the capital and 4.3% of the voting G. PLEASE NOTE THAT THIS RESOLUTION IS A Shr For * SHAREHOLDER PROPOSAL: Appoint a Nomination Committee H. PLEASE NOTE THAT THIS RESOLUTION IS A Shr For * SHAREHOLDER PROPOSAL: Approve the commission to the Board of Directors to appoint a Remuneration Committee and an Audit Committee ------------------------------------------------------------------------------------------------------- FOURLIS HOLDING SA Agenda: 700534870 CUSIP: X29966177 Meeting Type: AGM Ticker: Meeting Date: 6/30/2004 ISIN: GRS096003009 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive the Board of Directors and Mgmt For * the Chartered Auditors reports for the financial statements of FY 2003 2. Receive the Board of Directors and Mgmt For * the Chartered Auditors reports of the consolidated financial statements for the FY 2003 3. Approve the financial statements for Mgmt For * the FY 2003 with the Board of Directors and the Chartered Auditor s reports 4. Approve the consolidated financial Mgmt For * reports for the FY 2003 with the Board of Directors and the Chartered Auditors reports 5. Grant discharge to the Board of Mgmt For * Director Members and the Chartered Auditor from any liability for indemnity of the Company s Management and financial statements and also of the Company s financial statements for the FY 2003 6. Elect the Chartered Auditors, regular Mgmt For * and substitute, for the financial statements of FY 2004 and the consolidated financial statements and approve their remuneration 7. Approve the contracts, regarding the Mgmt For * purchase of the subsidiary Company s Fourlis Trade S.A. shares according to the Article 23a of Code Law 8. Miscellaneous announcements Other For * ------------------------------------------------------------------------------------------------------- HYATT REGENCY SA Agenda: 700536494 CUSIP: X3407C100 Meeting Type: OGM Ticker: Meeting Date: 6/25/2004 ISIN: GRS338163009 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the annual financial Mgmt For * statements for the FY 2003 accompanied by the Board of Directors and the Auditors relevant reports 2. Approve the annual consolidated Mgmt For * financial statements for the FY 2003 accompanied by the Board of Directors and the Auditors relevant reports 3. Grant discharge of the Board of Mgmt For * Directors Members and the Auditors from any liability for indemnity for the FY 2003 4. Approve the Board of Directors Mgmt For * remuneration for the year 2003 and pre approval of the same for the year 5. Approve the dividend payment for the Mgmt For * year 2003 6. Elect the Certified Auditors, regular Mgmt For * and substitute, for the FY 2004 and fix their remuneration 7. Approve the decision made by the Mgmt For * Board of Directors for deflection to the use of drawned funds 8. Authorize the Board of Directors Mgmt For * Members for their participation in other Companies Board of Directors or management pursuing similar business goals according to Article 23 paragraph 1 of Company Law 2190/1920 9. Miscellaneous announcements Other For * ------------------------------------------------------------------------------------------------------- ABS-CBN BROADCASTING CORP ABS-CBN Agenda: 700504170 CUSIP: Y00027105 Meeting Type: AGM Ticker: Meeting Date: 4/29/2004 ISIN: PHY000271056 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Call to order Mgmt For * 10 Other business Other For * 11. Adjournment Mgmt For * 2. Receive proof of the service of Mgmt For * 3. Approve the certification of the Mgmt For * presence of quorum 4. Approve the minutes of the 29 MAY Mgmt For * 2003 annual stockholders meeting 5. Receive the report of the management Mgmt For * 6. Approve the audited financial Mgmt For * statements 7. Elect the Directors for the ensuing Mgmt For * year 8. Authorize the Board of Directors to Mgmt Against * amend the Bye-Laws of the Company to incorporate the principles of good corporate governance as embodied in the manual of corporate governance adopted by the Company, and to inclde the procedure for the nomination and election of the Independent 9. Ratify the acts of the Board of Mgmt For * Directors, Executive Committee and management for the period covering 1 JAN 2003 through 31 DEC 2003, adopted in the ordinary course of business, including but not limited to: a) the approval of investments; b) treasury matters related to opening of accounts and bank transactions; and c) the appointment of signatories and amendments thereof ------------------------------------------------------------------------------------------------------- ASSOCIATED CEMENT CO LTD ACC Agenda: 700382360 CUSIP: Y0002C112 Meeting Type: AGM Ticker: Meeting Date: 7/9/2003 ISIN: INE012A01025 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and adopt the audited profit Mgmt For * and loss account for the FYE 31 MAR 2003, the balance sheet as at that date and the reports of the Directors and the Auditors thereon 2. Declare a dividend Mgmt For * 3. Re-appoint Mr. N.A. Soonawala as a Mgmt For * Director, who retires by rotation 4. Re-appoint Mr. A.L. Kapoor as a Mgmt For * Director, who retires by rotation 5. Re-appoint Mr. P.K. Sinor as a Mgmt For * Director, who retires by rotation 6. Approve, pursuant to the provisions Mgmt For * of Sections 269, 309 and other applicable provisions, if any, of the Companies Act, 1956, the appointment and the terms of remuneration of Mr. M.L. Narula as the Managing Director of the Company for the period between 01 DEC 2002 to 31 OCT 2005, upon the specified terms and conditions including the remuneration to be paid in the event of loss or inadequacy of profit in any FY during the aforesaid period; and authorize the Directors to alter the terms and conditions of the said appointment in such a manner as may be agreed to between the Directors S.7 Authorize the Board of Directors of Mgmt For * the Company hereinafter referred to as the Board, which expression shall also include a Committee thereof, in accordance with the provisions of Sections 79A, 81 and other applicable provisions, if any, of the Companies Act, 1956, including any statutory modification(s) or re-enactment thereof and in accordance with the provisions of the Articles of Association of the Company and the regulations/guidelines prescribed by the Securities and Exchange Board of India or any other relevant authority, from time to time, to the extent applicable and subject to such other approvals, permissions and sanctions, as may be necessary and subject to such conditions and modifications as may be considered necessary by the Board, or as may be prescribed or imposed while granting such approvals, permissions and sanctions, which may be agreed to or accepted by the Board in its sole discretion, to grant to such employees as are in the permanent employment of the Company in the Management cadre, at such time the grant is made including the Directors of the Company, as decided solely by the Board, an aggregate of up to INR 1,500,000 options under the Employees Stock Option Scheme ESOS during the FY 2003-2004, each option convertible into one equity share of face value of INR 10 each on payment of such exercise price as may be decided by the Board and therefore to issue or allot, such number of equity share of the Company at such price, in such manner, during such period, in one or more tranches and on such terms and conditions, as the Board may decide, not exceeding 1,500,000 equity shares of the Company; and authorize the Board to issue and allot such number of equity shares as may be required in pursuance of the above issue, and that the equity shares so issued or allotted shall rank parri pasu with the existing equity shares of the Company; and authorize the Board to determine the form and terms of the issue, the issue price and all other terms and matters connected therewith, and to do all such acts, deeds, matters and things as may in its absolute discretion, deem necessary or desirable for such purpose, and to make and accept any modifications in the proposal, including to withdraw, suspend or revive the Scheme from time to time, as may be required by the authorities involved in such issues and to settle any questions or difficulties S.8 Authorize the Board of Directors of Mgmt For * the Company hereinafter referred to as the Board, which expression shall also include a Committee thereof, in accordance with the provisions of Sections 79A, 81 and other applicable provisions, if any, of the Companies Act, 1956, including any statutory modification(s) or re-enactment thereof and in accordance with the provisions of the Articles of Association of the Company and the regulations/guidelines prescribed by the Securities and Exchange Board of India or any other relevant authority, from time to time, to the extent applicable and subject to such other approvals, permissions and sanctions, as may be necessary and subject to such conditions and modifications as may be considered necessary by the Board, or as may be prescribed or imposed while granting such approvals, permissions and sanctions, which may be agreed to or accepted by the Board in its sole discretion, to extend the benefits of the Employees Stock Option Scheme ESOS as stated in Resolution S.7, to such employees as are in the permanent employment of the Company s subsidiaries including Directors as may from time to time be allowed under the prevailing laws, rules and regulations, and/or amendments thereto from time to time, on such terms and conditions as may be decided by the Board; and authorize the Board to issue and allot such number of equity shares as may be required in pursuance of the above issue, and that the equity shares so issued or allotted shall rank parri pasu with the existing equity shares of the Company; and authorize the Board to determine the form and terms of the issue, the issue price and all other terms and matters connected therewith, and to do all such acts, deeds, matters and things as it may in its absolute discretion, deem necessary or desirable for such purpose, and to make and accept any modifications in the proposal, including to withdraw, suspend or revive the Scheme from time to time, as may be required by the authorities involved in such issues and to settle any questions or difficulties S.9 Appoint Messrs. AF Ferguson & Co. and Mgmt For * Messrs. K.S. Aiyer & Co. Chartered Accountants, as the Auditors of the Company, until the next AGM of the Company, on such remuneration as agreed upon between the Board of Directors and the Auditors, in addition to reimbursement of service tax and all out of pocket expenses in connection with the audit of the accounts of the Company for the YE 31 MAR 2004 ------------------------------------------------------------------------------------------------------- ASSOCIATED CEMENT CO LTD ACC Agenda: 700453359 CUSIP: Y0002C112 Meeting Type: EGM Ticker: Meeting Date: 3/1/2004 ISIN: INE012A01025 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- S.1 Authorize the Board of Directors Mgmt no action Board, in accordance with the provisions of Section 81 and other applicable provisions, if any, of the Companies Act, 1956, including and amendment thereto or any re-enactment thereof Act and in accordance with the Memorandum of Association and Articles of Association of the Company and subject to such consents and such other approvals as may be necessary and subject to such conditions and modifications as considered necessary by the Board or may be prescribed or made in granting such consents and approvals and which may be agreed to by the Board, to offer issue and allot in one or more tranches, in the course of domestic or international offerings to domestic/foreign institutions/institutional investors, Non-Resident Indians, Companies or Bodies Corporate whether incorporated in India or abroad, trusts, mutual funds, banks, Insurance Companies, pension funds, individual or otherwise, whether shareholders of the Company or not, through a public issue and/or securities linked to equity shares and/or foreign currency convertible bonds and/or bonds with share warrants attached and/or equity securities through depository receipts collectively referred to as Securities secured or unsecured through prospectus and/or offer letter and/or circular basis not exceeding USD 100 million or its equivalent of incremental funds for the Company; authorize the Board to issue and allot such number of equity shares as may be required to be issued and allotted upon conversion of any such securities in accordance with the terms of the offer, such shares ranking parri pasu in all respects to the existing shares; authorize the Board, in terms of Section 293(1)(a) of the Act, to secure, if necessary, all or any of the above Securities to be issued, by the creation of a mortgage and/or charge on all of the Company s immovable and/or movable assets, both present and future in such form and manner and on such terms as may be deemed appropriate by them; authorize the Board, for the purpose of giving effect to the aforesaid, to determine the form, terms and timing of the issue(s) including the class of investors to whom the securities are to allotted, number of securities in each tranche, issue price, face value, premium amount on issue/conversion of securities, rate of interest, redemption period, listing of one or more stock exchanges in India or abroad as the Board may deem fit and settle all S.2 Authorize the Board to delist the Mgmt no action equity shares of the Company from The Stock Exchange, Ahmedabad at Ahmedabad, The Bangalore Stock Exchange, The Calcutta Stock Exchange Association Ltd. at Kolkata, The Cochin Stock Exchange at Cochin, The Delhi Stock Exchange Association Limited at New Delhi and The Madras Stock Exchange Ltd. at Chennai pursuant to the applicable provisions of the Securities and Exchange Board of India (Delisting of Securities) Guidelines, 2003 and approval, consent, permission and sanction of the Securities and Exchange Board of India, Stock Exchanges where the shares of the Company are listed and any other appropriate authorities, institution or regulators necessary and subject to such conditions and modifications prescribed or imposed by any authorities while granting such approvals, permissions and sanctions; and authorize the Board or any Committee thereof on behalf of the Company to do all such acts, deeds, matters and things deemed necessary for such purposes and with power on behalf; approve that the Company continue to list its shares on the National Stock Exchange, Mumbai NSE and the Bombay Stock Exchange, Mumbai BSE and authorize the Board to comply with all the legal requirements and/or procedural ------------------------------------------------------------------------------------------------------- ANHUI EXPRESSWAY CO LTD Agenda: 700482160 CUSIP: Y01374100 Meeting Type: AGM Ticker: Meeting Date: 4/27/2004 ISIN: CN0009037507 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the working report of the Mgmt For * Board of Directors for the year 2003 2. Approve the working report of the Mgmt For * Supervisory committee for year 2003 3. Approve the audited Financial Report Mgmt For * for the year 2003 4. Approve the profit appropriation Mgmt For * proposal for the year 2003; the net profit of 2003 consolidated financial report amounted to RMB 283,264,544.99, RMB 38,584,784.66 shall be provided as statutory surplus reserved fund, RMB 33,190,944.57 shall be provided as statutory public welfare fund and profit attributable to shareholders amounted to RMB 737,457,233.33; pursuant to relevant regulations of the State, appropriation should be based on the lower number of the profit attributable to shareholders calculated into accordance with Hong Kong Accounting Standards and the Domestic Accounting Standards respectively, in 2003, profit attributable to shareholders amounted to RMB 737,457,266.66; the Board of the Company recommends the payment of a final dividend of RMB 0.60 with the payout of RMB 99,516,600 for every 10 shares (taxation inclusive) to all the shareholders on the basis 5. Approve the appointment of the Mgmt For * Auditor for the year 2004 and to authorize the Board of Directors in determining their remuneration S.6.A Approve, subject to paragraph (C) and Mgmt For * (D) below, and in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Company Law of the People s Republic of China, the exercise by the Board of Directors of the Company of all powers of the Company to allot or issue new shares, either separately or concurrently during the Relevant Period, and the exercise of the powers by the Board of Directors to determine the terms and conditions for the allotment or issue of new shares including the following terms are hereby generally and unconditionally approved: class and amount of the new shares to be issued; the issue price of new shares; the starting and closing dates for the issue; class and amount of the new shares to be issued to existing Shareholders; and to make or grant offers, agreements and options, which might require the S.6.B Authorize the Board of Directors of Mgmt For * the Company during the Relevant Period to make or grant offers, agreements and options which would or might be exercised after the end of the Relevant Period S.6.C Approve that the aggregate nominal Mgmt For * amount of overseas listed foreign shares allotted or agreed conditionally or unconditionally to be allotted by the Board of Directors of the Company, pursuant to approval in paragraph (A), otherwise than pursuant to issue of shares by conversion of the statutory common reserve into capital in accordance with the Company Law of the People s Republic of China and the Articles of the Company, shall not exceed 20% of the existing issued overseas listed foreign shares of the Company on the S.6.D Authorize the Board of Directors of Mgmt For * the Company to comply with the Company Law of the People s Republic of China and the Rules and Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and to obtain the approval of the China Securities Regulatory Committee and other relevant authority of the People s of China upon exercising the powers pursuant to paragraph (A) S.6.E Approve that the authority conferred Mgmt For * on the Directors of the Company shall expire at the conclusion of the next AGM of the Company; and that the revocation or variation of the authority given under this Resolution by a special resolution of the Shareholders in the general meeting S.6.F Authorize the Board of Directors of Mgmt For * the Company, subject the approval of the relevant authority and in accordance with the Company Law of the People s Republic of China, to increase the registered share capital of the Company to the respective amount upon the exercising of the powers pursuant to paragraph (A) above, but the registered share capital shall not exceed RMB 1,990,332,000 S.6.G Authorize the Board of Directors of Mgmt For * the Company to make appropriate and necessary amendments to the Article 23, Article 24 and Article 27 of the Articles of the Company to reflect the alteration of the share capital of the Company, subject to the listing of and permission to deal with the H Shares in the share capital of the Company, which are intended to be issued by the Company, by the Listing Committee of the Stock Exchange of Hong Kong Limited, and subject the approval of China Securities Regulatory Committee to ------------------------------------------------------------------------------------------------------- ASCENDAS REAL ESTATE INVESTMENT TRUST Agenda: 700449300 CUSIP: Y0205X103 Meeting Type: EGM Ticker: Meeting Date: 2/10/2004 ISIN: SG1M77906915 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- E1 Approve that, for the purposes of Mgmt For * Clause 5.2.6 of the trust deed dated 9 October 2002 made between Ascendas- MGM Funds Management Limited Manager and Bermuda Trust (Singapore) Limited Trustee for A-REIT to issue and offer 160,500,000 units in A- REIT issued by the Manager to the holders of units in A-REIT and to make the Advance Distribution as a consequence of the proposed issue; and authorize the Manager, any Director of the Manager and the Trustee to complete and do all such acts and things, such Director of the Manager or, as the case may be, the Trustee may consider expedient or necessary or in the interests of A- REIT to give effect to the proposed E2 Approve that, subject to and Mgmt For * contingent upon the passing of Resolution 1, for the placement of up to 15,416,452 new units in A-REIT under the private placement portion of the Equity Fund Raising to Ascendas Land (Singapore) Pte Ltd at the issue price, provided that no more than such number of new units in A-REIT as would be required to maintain the unitholdings of Ascendas Land (Singapore) Pte Ltd at its pre-placement level as at the latest practicable date may be placed to Ascendas Land (Singapore) Pte Ltd; and authorize the Manager, any Director of the Manager and the Trustee to complete and do all such acts and things as the Manager, such Director of the Manager or, as the case may be, the Trustee may deem consider expedient or necessary or in the interests of A-REIT to give effect to such placement O3 Approve that, subject to and Mgmt For * contingent upon the passing of Resolution 1, for the placement of up to 6,353,229 new units in A-REIT under the private placement portion of the equity fund raising to MGM Singapore Pte. Ltd. at the issue price, provided that no more than such number of new units in A-REIT as would be required to maintain the unitholdings of MGM Singapore Pte. Ltd. at its pre-placement level as at the latest practicable date may be placed to MGM Singapore Pte. Ltd.; and authorize the Manager, any Director of the Manager and the Trustee to complete and do all such acts and things as the Manager, such Director of the Manager or, as the case may be, the Trustee may consider expedient or necessary or in the interests of A-REIT to give effect to O4 Approve that, subject to and Mgmt For * contingent upon the passing of Resolution 1, for the placement of up to 5,866,507 new units in A-REIT under the private placement portion of the equity fund raising to The Capital Group of Companies, Inc. at the issue price, provided that no more than such number of new units in A-REIT as would be required to maintain the unitholdings of The Capital Group of Companies, Inc. at its pre-placement level as at the Latest practicable date may be placed to The Capital Group of Companies, Inc.; and authorize the Manager, any Director of the Manager and Trustee to complete and do all such acts and things as the Manager, such Director of the Manager or, as the case may be, the Trustee may consider expedient or necessary or in the interests of A-REIT to give effect to O5 Approve that, subject to and Mgmt For * contingent upon the passing of Resolution 1, for the placement of up to 5,522,356 new units in A-REIT under the private placement portion of the equity fund raising to Prudential Asset Management (Singapore) Limited at the issue price, provided that no more than such number of new units in A-REIT as would be required to maintain the unitholdings of Prudential Asset Management (Singapore) Limited at its pre-placement level as at the latest Practicable date may be placed to Prudential Asset Management (Singapore) Limited; and Authorize the Manager, any Director of the Manager and Trustee to complete and do all such acts and things as the Manager, such Director of the Manager or, as the case may be, the Trustee may consider expedient or necessary or in the interests of A-REIT to give effect to such placement ------------------------------------------------------------------------------------------------------- ASE TEST LIMITED Agenda: 932174600 CUSIP: Y02516105 Meeting Type: Annual Ticker: ASTSF Meeting Date: 6/25/2004 ISIN: For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 01 TO ADOPT THE 2003 ACCOUNTS AND Mgmt For For 02 TO APPOINT MESSRS DELOITTE & TOUCHE Mgmt For For AS AUDITORS AND TO AUTHORIZE THE DIRECTORS TO FIX THEIR REMUNERATION 03 AUTHORITY TO ISSUE SHARES Mgmt Against Against 04 AUTHORITY TO ISSUE SECURITIES Mgmt Against Against 05 TO APPROVE THE 2004 SHARE OPTION PLAN Mgmt For For 06 TO APPROVE THE CONTINUED ADOPTION OF Mgmt For For THE DIVIDEND POLICY OF THE COMPANY ------------------------------------------------------------------------------------------------------- ASIAN PAINTS (INDIA) LTD Agenda: 700551129 CUSIP: Y03637116 Meeting Type: AGM Ticker: Meeting Date: 6/28/2004 ISIN: INE021A01018 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and approve the accounts for Mgmt no action the YE 31 MAR 2004 together with the reports of the Board of Directors and the Auditors thereon 2. Declare a dividend on Equity Shares Mgmt no action 3. Re-appoint Shri. Mahendra M. Shah as Mgmt no action a Director, who retires by rotation 4. Re-appoint Shri. Hasit A. Dani as a Mgmt no action Director, who retires by rotation 5. Re-appoint Shri. Mahendra C. Choksi Mgmt no action as a Director, who retires by 6. Re-appoint Shri. Manubhai G. Patel as Mgmt no action a Director, who retires by rotation 7. Appoint Messer Shah & Company, Mgmt no action Chartered Accountants, as the Auditors of the Company to hold office until the conclusion of next AGM and authorize the Board of Directors to fix their remuneration S.8 Approve, pursuant to Section 314(18) Mgmt no action and other applicable provisions, if any, of the Companies Act, 1958 and pursuant to the Directors relatives office or place of profit rules, 2003, or any amendment or substitution thereof, and subject also to the approval, where necessary of the Central Government, the Company accorded to Mr. Rupen A. Choksi a relative of Company s Director, Shri Ashwin C. Choksi to hold and continue to hold office or place of profit under the Company as Executive Trainee, upon monthly salary of INR 21,000 in the grade of INR 21,000.00 - INR 4,500.00 - INR 45,000.00 and such other allowances, perquisites benefits and amenities as applicable to the Company s Executives in the similar grade, with effect from 08 SEP 2003 and authorize the Board of Directors to do all such acts, deeds and things as necessary, expedient and desirable S.9 Authorize the Board of Directors of Mgmt no action the Company, pursuant to the provisions of Section 309(4) and such other applicable provisions, if any, of the Companies Act, 1956 and subject also to the Article 121(2) of the Articles of Association of the Company, to pay, for a period of 5 years commencing from 28 JUN 2004 to the Directors other than the Executive Chairman or Managing Directors or Director in whole time employment of the Company such amounts that the Board determine, as remuneration by way of commission on the net profits of the Company, calculated in accordance with the provisions of the Companies Act, 1956, not exceeding 1% of such net profits to all such Directors ------------------------------------------------------------------------------------------------------- ASIAN PAINTS (INDIA) LTD Agenda: 700388730 CUSIP: Y03637116 Meeting Type: AGM Ticker: Meeting Date: 7/18/2003 ISIN: INE021A01018 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and adopt the accounts for Mgmt For * the YE 31 MAR 2003 together with the reports of the Board of Directors and the Auditors thereon 2. Declare a dividend on the equity Mgmt For * 3. Re-appoint Mr. Amar Vakil as a Mgmt For * Director who retires by rotation 4. Re-appoint Mr. R.A. Shah as a Mgmt For * Director who retires by rotation 5. Re-appoint Dr. D. Sivaram as a Mgmt For * Director who retires by rotation 6. Appoint M/s. Shah & Company, Mgmt For * Chartered Accountants, as the Auditors of the Company, to hold office until the conclusion of the next AGM of the Company and authorize the Board of Directors the fix their S.10 Re-appoint Mr. Ashwin Chimanlal Mgmt For * Choksi as the Executive Chairman of the Company, for a period of 5 years commencing from 18 DEC 2003 to 17 DEC 2008, in accordance with the provisions of Sections 198, 269, 309, 317 and Schedule XIII and such other applicable provisions, if any, of the Companies Act, 1956 the Act including any statutory modification(s) or re-enactment thereof, for the time being in force, on the terms and conditions including remuneration, perquisites, benefits and amenities payable as are set out in the agreement to be entered into between the Company and Mr. Ashwin Chimanlal Choksi, specifically sanctioned with liberty to the Board to alter and/or vary the terms and conditions of the said re- appointment within the limits, if any, as prescribed in the Act and/or any schedules thereto; and approve that in the event of loss or inadequacy of profits, the Company will pay Mr. Ashwin Chimanlal Choksi remuneration by way of salary and perquisites not exceeding the ceiling laid down in Section II of Part II of Schedule XIII of the Companies Act, 1956, as may be decided by the Board of Directors; and authorize the Board to enhance, enlarge, alter or vary the scope and quantum of remuneration, perquisites, benefits, amenities payable to Mr. Ashwin Chimanlal Choksi in the light of the further progress of the Company which revision should be in conformity with any amendments to the relevant provisions of the Act and/or such guidelines as may be announced by the S.11 Re-appoint Mr. Ashwin Suryakant Dani Mgmt For * as the Vice-Chairman and Managing Director of the Company, for a period commencing from 01 APR 2003 to 17 DEC 2003, in accordance with the provisions of Sections 198, 269, 309 and Schedule XIII and such other applicable provisions, if any, of the Companies Act, 1956 the Act including any statutory modification(s) or re-enactment thereof, for the time being in force, on the terms and conditions including remuneration, perquisites, benefits and amenities payable as are set out in the agreement to be entered into between the Company and Mr. Ashwin Suryakant Dani, specifically sanctioned with liberty to the Board to alter and/or vary the terms and conditions of the said re- appointment within the limits, if any, as prescribed in the Act and/or any schedules thereto; and approve that in the event of loss or inadequacy of profits, the Company will pay Mr. Ashwin Suryakant Dani remuneration by way of salary and perquisites not exceeding the ceiling laid down in Section II of Part II of Schedule XIII of the Companies Act, 1956, as may be decided by the Board of Directors; and authorize the Board of Directors to do all such acts, deeds and things, as may be necessary, expedient or desirable for the purpose of giving effect to this S.12 Re-appoint Mr. Ashwin Suryakant Dani Mgmt For * as the Vice-Chairman and Managing Director of the Company, for a period of 5 years commencing from 18 DEC 2003 to 17 DEC 2008, in accordance with the provisions of Sections 198, 269, 309, 317 and Schedule XIII and such other applicable provisions, if any, of the Companies Act, 1956 the Act including any statutory modification(s) or re-enactment thereof, for the time being in force, on the terms and conditions including remuneration, perquisites, benefits and amenities payable as are set out in the agreement to be entered into between the Company and Mr. Ashwin Suryakant Dani, specifically sanctioned with liberty to the Board to alter and/or vary the terms and conditions of the said re- appointment within the limits, if any, as prescribed in the Act and/or any schedules thereto; and approve that in the event of loss or inadequacy of profits, the Company will pay Mr. Ashwin Suryakant Dani remuneration by way of salary and perquisites not exceeding the ceiling laid down in Section II of Part II of Schedule XIII of the Companies Act, 1956, as may be decided by the Board of Directors; and authorize the Board to enhance, enlarge, alter or vary the scope and quantum of remuneration, perquisites, benefits, amenities payable to Mr. Ashwin Suryakant Dani in the light of the further progress of the Company which revision should be in conformity with any amendments to the relevant provisions of the Act and/or such guidelines as may be announced by the S.13 Re-appoint Mr. Abhay Arvind Vakil as Mgmt For * the Managing Director of the Company, for a period commencing from 01 APR 2003 to 17 DEC 2003, in accordance with the provisions of Sections 198, 269, 309 and Schedule XIII and such other applicable provisions, if any, of the Companies Act, 1956 the Act including any statutory modification(s) or re-enactment thereof, for the time being in force, on the terms and conditions including remuneration, perquisites, benefits and amenities payable as are set out in the agreement to be entered into between the Company and Mr. Ashwin Suryakant Dani, specifically sanctioned with liberty to the Board to alter and/or vary the terms and conditions of the said re- appointment within the limits, if any, as prescribed in the Act and/or any schedules thereto; and approve that in the event of loss or inadequacy of profits, the Company will pay Mr. Abhay Arvind Vakil remuneration by way of salary and perquisites not exceeding the ceiling laid down in Section II of Part II of Schedule XIII of the Companies Act, 1956, as may be decided by the Board of Directors; and authorize the Board of Directors to do all such acts, deeds and things, as may be necessary, expedient or desirable for the purpose of giving effect to this S.14 Re-appoint Mr. Abhay Arvind Vakil as Mgmt For * the Managing Director of the Company, for a period of 5 years commencing from 18 DEC 2003 to 17 DEC 2008, in accordance with the provisions of Sections 198, 269, 309, 317 and Schedule XIII and such other applicable provisions, if any, of the Companies Act, 1956 the Act including any statutory modification(s) or re-enactment thereof, for the time being in force, on the terms and conditions including remuneration, perquisites, benefits and amenities payable as are set out in the agreement to be entered into between the Company and Mr. Abhay Arvind Vakil, specifically sanctioned with liberty to the Board to alter and/or vary the terms and conditions of the said re-appointment within the limits, if any, as prescribed in the Act and/or any schedules thereto; and approve that in the event of loss or inadequacy of profits, the Company will pay Mr. Abhay Arvind Vakil remuneration by way of salary and perquisites not exceeding the ceiling laid down in Section II of Part II of Schedule XIII of the Companies Act, 1956, as may be decided by the Board of Directors; and authorize the Board to enhance, enlarge, alter or vary the scope and quantum of remuneration, perquisites, benefits, amenities payable to Mr. Abhay Arvind Vakil in the light of the further progress of the Company which revision should be in conformity with any amendments to the relevant provisions of the Act and/or such guidelines as may be announced by the Central Government S.15 Approve, pursuant to the provisions Mgmt For * of Section 163 and other applicable provisions, if any, of the Companies Act, 1956 the Act including any statutory modifications or any amendment or any substitution or re- enactment thereof for the time being in force and in supersession of the special resolution passed in the Fifty-third AGM of the Company held on 15 JUL 1999, to maintain the records of the Company, viz., (i) Registers and Indexes of the Members of the Company and (ii) Copies of returns prepared under Section 159 of the Act together with copies of certificates and documents required to be annexed thereto under Section 161 of the Act, pertaining to the last FY, shall be kept at Sharepro Services, Mumbai, and the such records pertaining to the earlier periods as required to be maintained under the Companies Preservation and Disposal of Records Rules 1966 be kept at the Company s godown; and approve that the records relating to the Register and Index of Debentureholders be continued to be kept at the Registered Office of the Company; and authorize the Board of Directors to do all such acts, deeds, matters and things as may be necessary, proper, expedient to give S.7 Approve, subject to such consents and Mgmt For * approvals as may be required and subject to the compliance of the relevant guidelines issued by the Securities and Exchange Board of India, that a sum of INR 320,929,760 being a part of the amount standing to the credit of the general reserve account as on 31 MAR 2003 be capitalized and the same be applied for allotment of bonus shares to the persons whose names appear on the Register of the Members of the Company on such date as may be fixed by the Board of Directors in that behalf Record Date towards the payment in full of 32,092,976 new equity shares of INR 10 each and that the new equity shares credited as fully paid-up be allotted as bonus shares to such persons respectively in the proportion of 1 equity share for every 2 equity shares held by them on the Record Date on the following terms and conditions: (a) that the new equity shares so allotted shall be treated for all purposes as an increase in the nominal amount of the paid up capital of the Company held by each and not as income; (b) that the new equity shares so allotted shall be subject to the Memorandum and Articles of the Company and shall rank parri pasu in all respects with and carry the same rights as the existing equity shares including any dividend that may be declared in respect of the FYE 31 MAR 2003; (c) that the issue and allotment of the new equity shares in favor of the non-resident members of the Company in accordance with this Resolution be subject to the guidelines issued by the Reserve Bank of India from time to time; (d) that in the making of allotment of the new equity shares as aforesaid, the Board of Directors shall not issue fractional shares if the same shall arise out of such allotment but the new equity shares represented by the total number of such fractional shares shall be allotted to such person or persons as may be appointed in this behalf by the Board of Directors, upon trust to sell the same as soon as practicable and after the payment of all expenses of sale and distribute the net proceeds thereof to the equity shareholders in proportion to their fractional entitlements thereto; (e) the shareholders to whom the aforesaid new equity shares are allotted as bonus shares by virtue of this resolution and/or who are paid in cash in accordance with point (d) above, shall accept the same in full and final satisfaction of their respective rights and interests in the said capitalized sum of about INR 320,929,760; and (f) no allotment letters shall be issued but the share certificates in respect of shares held in physical form shall be issued within three months from the date of allotment thereof and in the case of shares held in dematerialization form, the intimation of allotment of bonus shares shall be sent within three months from the date of allotment thereof; and authorize the Board of Directors to: (i) accept on behalf of the Company, modification, if any to the relating to the issue of new equity shares including the extent of capitalization, the amounts to be capitalized from the general reserve account and the proportion as regards the issue of bonus shares which may be proposed by the concerned authorities, if any, and/or by the Reserve Bank of India and which the Board may in their absolute discretion deem fit and proper; and (ii) to modify the terms and conditions, quantum and amount to be capitalized, and number of new equity shares credited as fully paid shares to be allotted, relating to the aforesaid issue of bonus shares, if the circumstances so arise as would necessitate these and to settle all questions or difficulties that may arise with regard to the allotment and issue of the said new equity shares and distribution of the proceeds of the sale of the said S.8 Approve, pursuant to Section 314(1B) Mgmt For * and other applicable provisions, if any, of the Companies Act, 1956 and Rules made thereunder, or any amendment or substitution thereof, that Ms. Amrita Amar Vakil, holds and continues to hold office or a place of profit under the Company as an Executive Trainee-HR, upon a monthly salary of INR 20,000 in the grade of INR 20,000.00-INR 4,500.00-INR 45,000.00 and other allowances, perquisites, benefits and amenities as applicable to the Company s Executive Trainees, with effect from 06 JAN 2003; and authorize the Board of Directors to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving effect to this Resolution S.9 Approve, pursuant to the provisions Mgmt For * of Sections 198, 269, 309 and Schedule XIII and such other applicable provisions, if any, of the Companies Act, 1956, the Act including any statutory modifications or any amendment or any substitution or re-enactment thereof for the time being in force, to revise the remuneration, perquisites, benefits and amenities payable to Mr. Ashwin Chimanlal Choksi, the Executive Chairman of the Company, for the period between 01 APR 2003 and 17 DEC 2003, as set out in the agreement proposed to be entered into between the Company and Mr. Ashwin Chimanlal Choksi sanctioned with the liberty to the Board of Directors to alter and/or vary the terms and conditions of the said revision within limits, if any, prescribed in the Act and/or any schedules thereto; and approve that in the event of loss or inadequacy of profits, the Company will pay Mr. Ashwin Chimanlal Choksi remuneration by way of salary and perquisites not exceeding the ceiling laid down in Section II of Part II of Schedule XIII of the Companies Act, 1956, as may be decided by the Board of Directors; and authorize the Board of Directors to do all such acts, deeds and things, as may be necessary, expedient or desirable for the purpose of giving effect to this ------------------------------------------------------------------------------------------------------- ASIAN PAINTS (INDIA) LTD Agenda: 700388829 CUSIP: Y03637116 Meeting Type: CRT Ticker: Meeting Date: 7/18/2003 ISIN: INE021A01018 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the Scheme of Arrangement for Mgmt For * amalgamation of Pentasia Investments Limited, the transferor Company with Asian Paints (India) Limited, the transferee Company; approve to reduce, pursuant to Section 100 and other applicable provisions if any, of the Companies Act, 1956 and subject to the confirmation of the High Court of Bombay, and consequent to the approval of the Scheme of Arrangement, the issued, subscribed and paid-up share capital of the transferee Company from Rs 64,18,59,520.00 divided into 6,41,85,952 equity shares of Rs 10.00 each to 63,94,65,190.00 divided into 6,39,46,519 equity shares of Rs 10.00 each and that such reduction be effected by canceling 2,39,433 equity shares of Rs 10.00 each aggregating to Rs 23,94,330.00 held by the nominees of Pentasia Chemicals Limited pursuant to the order passed by the Board of Industrial and Financial Reconstruction dated 14 SEP 1995; authorize the Board of Directors of the transferee Company to do all such acts, deeds, matters and things as are considered requisite or necessary to effectively implement this resolution and to accept such modifications and/or conditions, if any, which may be required and/or imposed by the High Court of Judicature at Bombay or by any other authority while sanctioning the said Scheme which may be considered desirable by the Board of ------------------------------------------------------------------------------------------------------- PUSAN BANK Agenda: 700465304 CUSIP: Y0695K108 Meeting Type: AGM Ticker: Meeting Date: 3/26/2004 ISIN: KR7005280003 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the financial statement, KRW Mgmt For * 270 per 1 com share 2. Amend the Articles of Incorporation Mgmt For * 3. Elect the Directors Mgmt For * 4. Elect the Auditor s Committee Mgmt For * 5. Approve to set the Stock Option Mgmt For * ------------------------------------------------------------------------------------------------------- PT BANK RAKYAT INDONESIA (PERSERO) TBK Agenda: 700519498 CUSIP: Y0697U104 Meeting Type: AGM Ticker: Meeting Date: 5/31/2004 ISIN: ID1000096001 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the annual report for the Mgmt For * year 2003 2. Approve the annual account report for Mgmt For * the year 2003 3. Approve the 2003 profit allocation Mgmt For * 4. Appoint the public accountant for the Mgmt For * book year 2004 5. Approve to determine the salary and Mgmt For * remuneration for the Commissioners and the Directors 6. Approve the duty and the Mgmt For * responsibility for the Directors 7. Appoint the Independent Commissioners Mgmt For * 8. Approve the report of ESOP program Mgmt For * 9. Approve to write-off uncollected debt Mgmt Abstain * ------------------------------------------------------------------------------------------------------- BHARAT HEAVY ELECTRICALS LTD Agenda: 700413406 CUSIP: Y0882L117 Meeting Type: AGM Ticker: Meeting Date: 9/30/2003 ISIN: INE257A01018 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive, approve and adopt the Mgmt For * audited balance sheet of the Company as at 31 MAR 2003 and the profit and loss account for the FYE on that date together with the reports of the Directors and the Auditors thereon 2. Declare a dividend Mgmt For * 3. Re-appoint Mr. A.C. Wadhawan as a Mgmt For * Director, who retires by rotation 4. Re-appoint Dr. Anand Patkar as a Mgmt For * Director, who retires by rotation 5. Re-appoint Mr. G.P. Gupta as a Mgmt For * Director, who retires by rotation 6. Approve to fix the remuneration of Mgmt For * the Auditors 7. Appoint Mr. Ishan Shankar as a Mgmt For * Director of the Company 8. Appoint Mr. A. Didar Singh as a Mgmt For * Director of the Company ------------------------------------------------------------------------------------------------------- BINGGRAE CO LTD Agenda: 700459197 CUSIP: Y0887G105 Meeting Type: AGM Ticker: Meeting Date: 3/12/2004 ISIN: KR7005180005 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the financial statements Mgmt For * 2. Elect the Directors Mgmt For * 3. Determine the remuneration limit for Mgmt Abstain * the Directors 4. Determine the remuneration limit for Mgmt For * the Auditors ------------------------------------------------------------------------------------------------------- RELIANCE ENERGY LTD Agenda: 700521479 CUSIP: Y09789127 Meeting Type: AGM Ticker: Meeting Date: 6/9/2004 ISIN: INE036A01016 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive, consider and adopt the Mgmt For * balance sheet as at 31 MAR 2004 and the audited profit and loss account for the YE on that date and the report of the Directors and the Auditors thereon 10. Appoint Shri K.H. Mankad as the Mgmt For * whole-time Director, in accordance with the provisions of the Sections 198,269,309, read with the Schedule XII to and all other applicable provisions, if any, of the Companies Act, 1956 including any statutory modification or reenactment thereof for the time being in force, for a period from 22 DEC 2003 to 01 OCT 2007 on the terms and conditions including remuneration entered into between the Company and him which draft agreement is hereby specifically sanctioned with the liberty to the Board of Directors Board, which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution to alter and vary the terms and conditions of the said appointment and/or remuneration and /or agreement so as not to exceed the limits specified in the Schedule XIII to the Companies Act, 1956, including any statutory modification or re-enactment thereof, for the time being in force or any amendments and /or modifications that hereafter be made thereto by the Central Government in that behalf from time to time, or any amendments thereto as agreed between the Board and him; and authorize the Board to take all such steps necessary, proper or 11. Approve to increase the authorized Mgmt For * share capital, in supersection of the Resolution passed by the Members at the EGM held on 22 MAR 2004 and pursuant to the provisions of the Sections 16, 94 and all other applicable provisions, if any, of the Companies Act, 1956 including any statutory modification or re- enactment thereof for the time being in force, of INR 350,000,00.000 divided into 25,00,00,000 equity share of INR 10 each 5,00,00,000 redeemable cumulative Preference Share of INR 10 each 80,00,000 equity share of INR 10 each, with the differential rights differential rights as to dividend, voting or other wise and 4,20,00,000 unclassified share of INR 10 each hereby increased to INR 18,50,00,000 comprising 25,00,00,000 equity shares of INR 10 each 80,00,000 equity shares of INR 10 each with differential rights differential rights as to dividend, voting or other wise and 4,20,00,000 unclassified share of INR 10 each; with the power to the Board to decided on the extent of variation in such rights and to classify and re- classify from time to time such shares into any class of shares; by amending the existing Clause V of the 12. Amend the Articles of Association by Mgmt For * substituting the existing Article 3 with the new Article 3, pursuant to the provisions of the Section 31 and other applicable provisions, if any, of the Companies Act 1956 13. Amend the Articles of Association by Mgmt For * substituting the existing Article 7 with the new Article 7, pursuant to the provisions of the Section 31 and other applicable provisions, if any, of the Companies Act 1956 15. Approve the variation in the terms of Mgmt For * remuneration of Shri Anil D. Ambani as the Chairman and the Managing Director and Shri Satish Seth as the Executive Vice Chairman for the remaining period of their respective tenure of office, effective 01 APR 2004, in partial modification of the Resolution 7 and 8 passed by the Members at the 74th AGM held on 09 JUN 2003 approving the appointment and terms of remuneration of Shri Anil D. Ambani as the Chairman and the Managing Director and Shri Satish Seth as the Executive Vice Chairman and in accordance with the provisions of the Sections 198, 269, 309, 310 and Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956; approve that, all other terms and conditions of appointment of Shri Anil D. Ambani and Shri Satish Seth, as the Members, 2. Approve the confirmation of the Mgmt For * payment of quarterly interim dividends and declare the final dividend of equity shares 3. Appoint a Director in place of Shri Mgmt For * S.C. Gupta, who retires by rotation 4. Appoint a Director in place of Shri Mgmt For * J.P. Chalasani, who retires by 5. Appoint a Director in place of Shri Mgmt For * K.H. Mankad, who retires by rotation 6. Appoint M/s. Haribhakti & Company, Mgmt For * Chartered Accountants, M/s. Price Waterhouse, Chartered Accountants and M/s. Chaturvedi & Shah, Chartered Accountants, as the Joint Auditors of the Company to hold office from the conclusion of this AGM up to the conclusion of next AGM of the Company upon such remuneration, in addition to the reimbursement of traveling and other out-of-pocket expenses incurred incidental to their functions, as agreed to between the Board of Directors of the Company and the respective Auditors and that the Board of Directors of the Company is authorized to fix their remuneration 7. Appoint Shri V.R. Galkar as the Mgmt For * Director of the Company in the casual vacancy caused by the resignation of Shri Y.P. Gupta, pursuant to the Section 262 of the Companies Act, 1956 and the Article 106 of the Articles of Association of the Company, who holds office up to this AGM and in respect of whom the Company has receive a notice in writing under the Section 257 of the Companies Act, 1956, from a Member signifying this intention to Shri V.R. Galkar as a candidate for the 8. Appoint Shri Gautam Doshi as the Mgmt For * Director of the Company in the casual vacancy caused by the resignation of Shri P.N. Bhandari, pursuant to the Section 262 of the Companies Act, 1956 and the Article 106 of the Articles of Association of the Company, who holds office up to this AGM and in respect of whom the Company has receive a notice in writing under the Section 257 of the Companies Act, 1956, from a Member signifying this intention to Shri Gautam Doshi as a candidate for the 9. Appoint Shri Cyril Shroff as the Mgmt For * Director of the Company in the casual vacancy caused by the resignation of Shri S. Rajgopal, pursuant to the Section 262 of the Companies Act, 1956 and the Article 106 of the Articles of Association of the Company, who holds office up to this AGM and in respect of whom the Company has receive a notice in writing under the Section 257 of the Companies Act, 1956, from a Member signifying this intention to Shri Cyril Shroff as a candidate for the S.14 Authorize the Board of Directors of Mgmt For * the Company, in accordance with the provisions of the Sections 80, 81 and all other applicable provisions, if any, of the Companies Act, 1956 including any statutory modification or re-enhancement thereof, for the time being in force, and enabling provisions in the Memorandum and Articles of Association of the Company and the listing Agreements entered into by the Company with the stock exchange where the share of the Company are listed and subject to any approval, consent, permission and/or sanction of the Central Government, Reserve bank of India and any other appropriate authorities, institutions or bodies the appropriate authorities and subject to the conditions and modifications as prescribed or imposed by any of them while granting such approvals, consents, permissions and/or sanctions, which may be agreed to, to exercising the powers contended by the Board in that behalf, the consent and approve to Board, to create, offer, issue and allot, from time to time in one or more tranches, Preference Shares of the face value of INR 10 each subject to an aggregate face value not exceeding INR 1500 crore at such price or prices either at par or at premium and on such terms as to dividend and/or redemptions premium, Preferences Shares as the Board at its sole discretion may at any time or time hereafter decide, to the Members, Bodies Corporate, Employees, Indian Financial Institutions, Banks, Mutual Funds, Non-Resident Indians, Overseas Corporate Bodies, Foreign Institutional Investors, Trusts, individuals and any other person where the Member of the Company or not, through public issue, rights issue, private placement, exchange of shares, conversion of loans or otherwise, by any one or more or a combination of the above modes/ methods or otherwise, at such price or prices and at such premium and premia, as the Board or Committee thereof may in its absolute discretion think fit, whether in consultation or otherwise with the lead managers, underwriters, advisors and such other persons, and on such terms and conditions as to redemption period, dividend, redemption premium, manner of redemption and fixing of the record date or book closure and related or incidental matters and all such other terms as are provided in the offerings; authorize the Board of Committee, on or before redemption of the Preference Shares issued pursuant to this resolution, to issue fresh shares up to nominal amount of the shares redeemed or about to be redeemed as if those share had never been issued to the persons and in a manner and on term referred to hereinabove; the Preference Shares to be issued or re-issued as are not subscribed may be disposed of by the Board or Committee thereof in favor of and to such persons and in such manner and so such term as the Board of Committee in its absolute discretion may think to be in the interest of and beneficial to the Company including offering or placing them with the Members, Bodies Corporate, Employees, Indian Financial Institutions, Banks, Mutual Funds, Non-Resident Indians, Overseas Corporate Bodies, Foreign Institutional Investors, Trusts, individuals and any other person where the Member of the Company or not or otherwise as the Board or Committee thereof may in its absolute discretion decide; authorize the Board or Committee to do all such acts, deeds, matters and things, as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in regard to the offer/issue, allotment, utilization of the proceeds and redemption of the issue of the Preference Share and further to finalize and execute all documents and writings as may be necessary or desirable as the Board or Committee may deem it without being required to seek any further consent or approvals of the Members or otherwise, to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority and delegate all or any of the powers herein conferred to any Committee of the Directors or the Chairman and Managing Director or any one or more ------------------------------------------------------------------------------------------------------- RELIANCE ENERGY LTD Agenda: 700463172 CUSIP: Y09789127 Meeting Type: EGM Ticker: Meeting Date: 3/22/2004 ISIN: INE036A01016 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- S.1 Approve that in super session of the Mgmt For * resolution passed by the Members in the 73rd Annual General Meeting of the Company held on 21 SEP 2002 and pursuant to the provisions of Sections 16, 94 and all other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification or re- enactment thereof for the time being in force) and subject to such approvals, consents, sanctions and permissions of appropriate authorities, departments or bodies as may be necessary, the Authorized Share Capital of the Company of Rs.350,00,00,000 (Rupees Three hundred fifty crore) divided into 20,00,00,000 Equity Shares of Rs. 10 each and 1,50,00,000 Redeemable Cumulative Preference Shares of Rs.100 each be and is hereby re- classified into 25,00,00,000 Equity Shares of Rs.10 each, 5,00,00,000 Redeemable Cumulative Preference Shares of Rs.10 each, 80,00,000 Equity Shares of Rs 10 each, with differential rights (differential rights as to dividend, voting or otherwise) and 4,20,00,000 Unclassified Shares of Rs 10 each; with the power to the Board to decide on the extent of variation in such rights and to classify and re- classify from time to time such shares into any class of shares, and amend the Memorandum of Association of the Company by substituting the existing Clause V thereof by the following Clause V: .V. The Capital of the Company is Rs. 350,00,00,000 (Rupees Three hundred fifty crore) divided into 25,00,00,000 Equity Shares of Rs.10 each, 5,00,00,000 Redeemable Cumulative Preference Shares of Rs.10 each, 80,00,000 Equity Shares of Rs 10 each, with differential rights (differential rights as to dividend, voting or otherwise) and 4,20,00,000 Unclassified Shares of Rs 10 each, with the power to the Board to decide on the extent of variation in such rights and to classify and re- classify from time to time such shares into any class of shares; and authorize, for the purpose of giving effect to this resolution, the Board of Directors of the Company to take all such steps and actions and give such directions as may be in its absolute discretion deemed necessary S.2 Amend the Article 3 of the Articles Mgmt For * of Association S.3 Amend the Articles of Association by Mgmt For * inserting the following new Article as Article 4A S.4 Amend the Article 131(a) of the Mgmt For * Articles of Association S.5 Approve that pursuant to Section Mgmt For * 81(1A) and all other applicable provisions of the Companies Act, 1956 (including any statutory modification or re-enactment thereof, for the time being in force) and enabling provisions of the Memorandum and Articles of Association of the Company and the Listing Agreements entered into by the Company with the Stock Exchanges where the shares of the Company are listed and subject to any approval, consent, permission and /or sanction of the Central Government, Reserve Bank of India and any other appropriate authorities, institutions or Bodies (hereinafter collectively referred to as the appropriate authorities.), and subject to such conditions as may be prescribed by any of them while granting any such approval, consent, permission, and/or sanction (hereinafter referred to as the requisite approvals.), and which may be agreed to by the Board of Directors of the Company (hereinafter called the Board, which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its powers including the power conferred by this resolution), the Board be and is hereby authorized to create, offer, issue and allot, from time to time in one or more tranches, Equity Shares and/or warrants entitling to apply for equity shares or other securities convertible into or exchangeable with equity shares (hereinafter referred to as the .Securities.) to domestic/foreign institutions, institutional investors, banks, mutual funds, companies, bodies corporate or other entities, whether or not such investors are Members of the Company, under a preferential issue through offer letter and/or circular and/or information memorandum and/or such other documents/writings, in such a manner and on such terms and conditions as may be determined by the Board in its absolute discretion; provided that the price of the equity shares so issued shall not be less than Rs.640 (including a premium of Rs.630) per equity share of Rs.10 each being the price with respect to the Relevant Date (as prescribed under Guidelines for Preferential Issues contained in Chapter XIII of the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 and the aggregate amount of the securities so issued shall not exceed Rs.2,500 crore; approve further that the equity shares allotted in terms of this resolution shall rank pari passu in all respects with the then existing equity shares of the Company; approve further that for the purpose of giving effect to the above, the Board be and is hereby authorized to take all actions and do all such deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient to effect to the issue or allotment of aforesaid securities and listing thereof with the stock exchange(s) as appropriate and to resolve and settle all questions and difficulties that may arise in the proposed issue and allotment of any of the said securities and to do all acts, deeds and things in connection therewith and incidental thereto as the Board in its absolute discretion deem fit, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution; approve further that the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any Committee of Directors, or the Chairman & Managing Director or any S.6 Approve that pursuant to Section Mgmt For * 81(1A) and all other applicable provisions of the Companies Act, 1956 (including any statutory modification or re-enactment thereof, for the time being in force) and enabling provisions of the Memorandum and Articles of the Company and the Listing Agreements entered into by the Company with the Stock Exchanges where the shares of the Company are listed and subject to any approval, consent, permission or sanction of the Central Government, Reserve Bank of India and any other appropriate authorities, institutions or Bodies (hereinafter collectively referred to as .the appropriate authorities.), and subject to such conditions as may be prescribed by any one of them while granting any such approval, consent, permission, and/or sanction (hereinafter referred to as .the requisite approvals.), which may be agreed to by the Board of Directors of the Company (hereinafter called .the Board. which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its powers including the power conferred by this resolution), the Board be and is hereby authorized to issue, offer and allot, in domestic/ International offerings any securities including Global Depositary Receipts and/or American Depositary Receipts convertible into equity shares, preference shares whether Cumulative/Redeemable/ Convertible at the option of the Company and/or the option of the holders of the security and/or securities linked to equity shares/ preference shares and/or any instrument or securities representing convertible securities such as convertible debentures, bonds or warrants convertible into equity shares/preference shares (hereinafter referred to as .Securities.) to be subscribed by foreign/domestic investors/institutions and/or corporate bodies including mutual funds, banks, insurance companies and /or individuals or otherwise, whether or not such persons/entities/investors are Members of the Company whether in Indian currency or foreign currency, such issue and allotment to be made at such time or times in one or more tranche or tranches, at par or at such price or prices, and on such terms and conditions and in such manner as the Board may, in its absolute discretion think fit, in consultation with the Lead Managers, Underwriters, Advisors or other intermediaries; provided however that the issue of securities as above shall not result in increase of the issued and subscribed equity share capital of S.7 Approve that pursuant to applicable Mgmt For * provisions of the Foreign Exchange Management Act, 1999 (FEMA), the Companies Act, 1956 and all other applicable rules, regulations, guidelines and laws (including any statutory modification or re- enactment thereof for the time being in force) and subject to all applicable approvals, permissions and sanctions and subject to such conditions as may be prescribed by any of the concerned authorities while granting such approvals, permissions, sanctions, which may be agreed to by the Board of Directors of the Company and/or a duly authorized Committee thereof for the time being exercising the powers conferred by the Board of Directors (hereinafter referred to as .the Board.), the consent of the Company be and is hereby accorded for investments by Foreign Institutional Investors including their sub-accounts (hereinafter referred to as the .FIIs.), in the shares or debentures convertible into shares of the Company, by purchase or acquisition from the market under the Portfolio Investment Scheme under FEMA, subject to the condition that the total holding of all FIIs put together shall not exceed 49 per cent of the paid up equity share capital or paid up value of the respective series of the convertible debentures of the Company as may be applicable or such other maximum limit as may be prescribed from time to time, and approve further that the Board be and is hereby authorized to do all such acts, deeds, matters and things and execute all documents or writings as may be necessary, proper or expedient for the purpose of giving effect to this resolution and for matters ------------------------------------------------------------------------------------------------------- RELIANCE ENERGY LTD Agenda: 700509548 CUSIP: Y09789127 Meeting Type: OTH Ticker: Meeting Date: 5/20/2004 ISIN: INE036A01016 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- PLEASE NOTE THAT THIS IS A POSTAL Non- MEETING ANNOUNCEMENT. A PHYSICAL Voting MEETING IS NOT BEING HELD FOR THIS COMPANY. THEREFORE, MEETING ATTENDANCE REQUESTS ARE NOT VALID FOR THIS MEETING. IF YOU WISH TO VOTE, YOU MUST RETURN YOUR INSTRUCTIONS BY THE INDICATED CUTOFF DATE. THANK S.1 Authorize the Board, pursuant to Mgmt For * Section 81(1A) and all other applicable provisions of the Companies Act, 1956 including any statutory modification or re- enactment and enabling provisions of the Memorandum and Articles of Association of the Company and the Listing Agreements entered into by the Company with the Stock Exchanges where the securities of the Company are listed and subject to any guidelines regulations approval consent permission or sanction of the Central Government Reserve Bank of India and any other appropriate authorities institutions or Bodies the appropriate authorities and subject to such conditions as may be prescribed by any One of them while granting any such approval, consent, permission, and/or sanction hereinafter referred to as the requisite approval agreed to by the Board of Directors of the Company Board which term shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute, to issue offer and allot in international offerings any securities including Global Depositary Receipts and/or American Depositary Receipts convertible into equity shares preference shares whether Cumulative or Non Cumulative /Redeemable/Convertible at the option of the Company and/or at the option of the holders of the security and/or securities linked to equity shares/preference shares and/or any instrument or securities representing convertible securities such as convertible debentures, bonds or warrants convertible into equity shares/preference shares Securities to be subscribed by foreign investors/institutions and/or Corporate bodies, Mutual funds, banks, Insurance Companies, Trusts and/individuals or otherwise whether or not such persons/entities/investors are Members of the Company whether In Indian currency or foreign currency; such issue and allotment shall be made at such time or times in one or more tranche or tranches, at par or at such price or prices, and on such terms and conditions including with the differential rights as to dividend, voting or otherwise and in such manner as the Board may, in its absolute discretion think fit, in consultation with the Lead Managers, Underwriters, Advisors, provided that the issue of Securities as above shall not result in increase of the issued and subscribed equity share capital of the Company by more than 1,00,00,000 equity shares of the face value of INR 10 each; approve that the issue of securities may have all or any terms or combination of terms including as to conditions in relation to payment of interest additional interest premia on redemption prepayment and any other debt service payments whatsoever and all such matters as are provided in Securities offering of this nature including terms for issue of such Securities or variation of the conversion price of the Security during the tenure of the Securities and the Company is also entitled to enter into and execute all such arrangements as the case may be with any Lead Managers, Managers, Underwriters, Bankers, Financial Institutions, Solicitors Advisors, Guarantors, Depositories, Custodians and other intermediaries in such offerings of Securities and approve to remunerate all such agencies including the payment of commissions, brokerage, fees or payment of their remuneration for their- services or the like, and also to seek the listing of such Securities on one or more Stock Exchanges including international Stock Exchanges, wherever permissible; and approve that the Company may enter into any arrangement with any agency or body authorized by the Company for the issue of Securities, in registered or bearer form with such features and attributes as are prevalent in capital markets for instruments of this nature and to provide for the tradability or free transferability thereof as per the international practice and regulations, and under the forms and practices prevalent in securities markets; and approve that the Securities issued in foreign markets shall be deemed to have been made abroad and/or in the market and for at the place of issue of the Securities in the international market and may be governed by applicable laws; and authorize the Board or any Committee thereof to issue and allot such number of shares as may be required to be issued and allotted upon conversion of any Securities referred to in point (a) above or as may be necessary in accordance with the terms of the offering, all such shares being pari passu with the then existing shares of the Company in all respects; approve that such of these Securities to be issued as are not subscribed may be disposed of by the Board to such persons and in such manner and on such terms as the Board in its absolute discretion thinks fit in the best interest of the Company and as is permissible at law; authorize the Board, for the purpose of giving effect to any issue or allotment of Securities or instruments representing the same, to do all such acts, deeds, matters and things as it may at its discretion deem necessary or desirable for such purpose, including without limitation the entering Into of underwriting, marketing and depository arrangement and institution/trustees/agents and similar agreements and to remunerate the Managers, underwriters and all other agencies/intermediaries by way of commission, brokerage, fees and the like as may be involved or connected in such offerings of securities, with power on behalf of the Company to settle any questions, difficulties or doubts that may arise in regard to any such issue or allotment as it may in its absolute discretion deem fit; and authorize the Board to settle all questions, difficulties or doubts that may arise in regard to the issue offer or allotment of Securities and utilization of the issue proceeds including but without limitation to the creation of such mortgage/charges under Section 293(l)(a) of the said Act in respect of the aforesaid Securities either on pari passu basis or otherwise or in the borrowing of loans as it may in Its absolute discretion deem fit without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution; and authorize the Board to delegate all or any of the powers herein conferred to any Committee of Directors or the Chairman and Managing Director or any Whole-time ------------------------------------------------------------------------------------------------------- RELIANCE ENERGY LTD Agenda: 700463588 CUSIP: Y09789127 Meeting Type: SGM Ticker: Meeting Date: 3/27/2004 ISIN: INE036A01016 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- Please note that this is a postal Non- meeting announcement. A physical Voting meeting is not being held for this company. Therefore, meeting attendance requests are not valid for this meeting. If you wish to vote, you must return your instructions by the indicated cutoff date. Thank S.1 Authorize the Board of Directors Mgmt For * Board, pursuant to the provisions of Section 81(1A), 86(a)(ii) read with the Companies (Issue of Share Capital with Differential Voting Rights) Rules, 2001 and other applicable provisions, if any, of the Companies Act, 1956 including any statutory modification or re-enactment thereof for the time being in force Act, the enabling provisions in the Articles of Association of the Company, and all other applicable Acts, rules and regulations, if any, and subject to any approvals, consents, permissions or sanctions of the Government of India GoI, Securities and Exchange Board of India SEBI, and/or any other appropriate and/or concerned authorities as may be necessary and subject also to such terms, conditions and modifications as may be prescribed in granting such approvals, consent, permission or sanction and which may be agreed to by the Board, to create, offer, issue and allot, from time to time in one or more tranches, equity shares with differential rights as to voting, dividend or otherwise, to domestic/ foreign institutions, institutional investors, banks, mutual funds, Companies, bodies corporate and/or other entities, whether or not such investors are members of the Company, on a private placement basis through offer letter or circular and/or information memorandum or such other documents/writings, in such a manner and on such terms and conditions as may be determined by them, the price of equity shares with differential rights so issued not being less than INR 640 including a premium of INR 630 per equity share with differential rights of INR 10 each and the aggregate amount of such shares not exceeding INR 500 crores; approve that the equity shares with differential rights issued as above shall carry 0% voting rights and shall entitle the holder(s) thereof to dividend at a rate that is 5 % higher than the rate of dividend declared on the ordinary equity shares of the Company, from time to time and that the holder(s) thereof will be entitled to bonus and/or rights shares of the same class of shares as and when issued; authorize the Board to take all actions and do all such deeds, matters and things as it may deem necessary, desirable or expedient to effect to any offer, issue, allotment of the aforesaid shares with differential rights, including their listing with the stock exchange(s) as may be appropriate, and to resolve and settle all questions and difficulties that may arise in the proposed offer, issue and allotment of any of the aforesaid shares and to do all acts, deeds and things in connection therewith and incidental thereto; and authorize the Board to delegate all or any of the powers herein conferred to any Committee of Directors, or the Chairman & Managing Director or any one or more whole-time Directors or officers of the Company to give S.2 Authorize the Board, pursuant to the Mgmt For * provisions of Section 372A and other applicable provisions, if any, of the Act and subject to such approvals, consents, sanctions and permissions of appropriate authorities, and/or any departments or bodies, to make loans, and/or give any guarantees, provide any securities in connection with loans made to and/or acquire by way of subscription, purchase or otherwise, the securities of BSES Infrastructure Limited, up to a limit not exceeding 100% of aggregate existing paid-up share capital and free reserves of the Company, notwithstanding that the aggregate of the loans, guarantees or securities so far given or to be given to and/or securities so far acquired or to be acquired in all bodies corporate may exceed the limits prescribed under the said section; and authorize the Board to take steps deemed necessary for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto, and to sign and execute all deeds, applications, documents and writings that may be required, on behalf of the Company and also to delegate all or any of the above powers to the Committee of Directors or the Managing Director or the Principal Officer of the Company and generally to do all acts, deeds and things proper, expedient or incidental for the purpose of giving S.3 Authorize the Board, pursuant to the Mgmt For * provisions of Section 372A and other applicable provisions, if any, of the Act and subject to such approvals, consents, sanctions and permissions of appropriate authorities, and/or any departments or bodies, to make loans, and/or give any guarantees, provide any securities in connection with loans made to and/or acquire by way of subscription, purchase or otherwise the securities of BSES Ventures Private Limited, up to a limit not exceeding 100% of aggregate existing paid-up share capital and free reserves of the Company, notwithstanding that the aggregate of the loans, guarantees or securities so far given or to be given to and/or securities so far acquired or to be acquired in all bodies corporate may exceed the limits prescribed under the said section; and authorize the Board to take such steps as deemed necessary for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto, and to sign and execute all deeds, applications, documents and writings that may be required, on behalf of the Company and also to delegate all or any of the above powers to the Committee of Directors or the Managing Director or the Principal Officer of the Company and generally to do all acts, deeds and things proper, expedient or incidental for the purpose of giving effect to the aforesaid resolution ------------------------------------------------------------------------------------------------------- COMPASS EAST INDUSTRY (THAILAND) PUBLIC CO Agenda: 700424803 LTD (FORMERLY COMPASS EAST INDUSTRY ( CUSIP: Y1233F148 Meeting Type: AGM Ticker: Meeting Date: 11/19/2003 ISIN: TH0342010Z14 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Consider and approve the EGM No. Mgmt For * 1/2003 on 9 APR 2003 2. Approve the business operations of Mgmt For * the Company for the FYE 31 JUL 2003 3. Receive and approve the balance sheet Mgmt For * and the profit and loss statement for the FYE 31 JUL 2003 4. Approve the appropriation of the Mgmt For * profit and the distribution of dividend for the year 2003 5. Elect the new Directors to replace Mgmt For * those who are retired by rotation and fix the Directors signing authority 6. Approve the remuneration for the Mgmt For * Director of the Company 7. Approve the appointment of the Mgmt For * Auditors and the fixing of their remuneration 8. Other business Other For * ------------------------------------------------------------------------------------------------------- CENTRAL PATTANA PUBLIC CO LTD Agenda: 700464085 CUSIP: Y1242U177 Meeting Type: AGM Ticker: Meeting Date: 4/21/2004 ISIN: TH0481010Z10 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- PLEASE NOTE THAT PARTIAL AND SPLIT Non- VOTING ARE ALLOWED. THANK YOU. Voting 1. Approve the minutes of the EGM No. Mgmt For * 1/2003 on 26 JUN 2003 10. Transact any other business Other For * 2. Acknowledge the Board of Directors Mgmt For * report for 2003 3. Approve the audited financial Mgmt For * statements for the YE 31 DEC 2003 4. Approve the appropriation of profit Mgmt For * and dividend payments for 2003 5. Approve the reduction of the par Mgmt For * value par split of the Company s share 6. Approve the Amendment Clause of the Mgmt For * Memorandum of Association, in accordance with the change in the par value of the Company 7. Approve the Amendment Clause of the Mgmt For * Articles of Association, in accordance with the change in the P/V of the Company and the connected transaction or the acquisition or disposition of assets 8. Elect the Directors to succeed those Mgmt For * retiring on rotation and approve the Directors remuneration 9. Appoint the Auditor for 2004 and Mgmt For * approve their remuneration ------------------------------------------------------------------------------------------------------- CHEIL INDUSTRIES INC Agenda: 700453791 CUSIP: Y1296J102 Meeting Type: AGM Ticker: Meeting Date: 2/27/2004 ISIN: KR7001300003 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the 50th financial statement Mgmt no action 2. Appoint the Directors Mgmt no action 3. Appoint the Auditors Mgmt no action 4. Approve the remuneration limit of the Mgmt no action Directors 5. Approve the remuneration limit of the Mgmt no action Auditors ------------------------------------------------------------------------------------------------------- CHENG SHIN RUBBER INDUSTRY CO LTD Agenda: 700464922 CUSIP: Y1306X109 Meeting Type: AGM Ticker: Meeting Date: 5/25/2004 ISIN: TW0002105004 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve to report the business of Mgmt For * 2. Approve to report the Supervisor s Mgmt For * review report of 2003 3. Approve to report the status of Mgmt For * endorsement and the guarantee 4. Acknowledge the 2003 audited Mgmt For * financial statement 5. Acknowledge the 2003 earnings Mgmt For * distribution stock dividend: 96 shares per 1000 shares; cash dividend: TWD 1 per shares 6. Approve to raise the capital by Mgmt For * issuing new shares 7. Amend the Articles of Incorporation Mgmt Abstain * 8. Other extraordinary motions Other For * ------------------------------------------------------------------------------------------------------- CHINA INSURANCE INTERNATIONAL HOLDINGS CO LTD Agenda: 700497971 CUSIP: Y1456Z102 Meeting Type: AGM Ticker: Meeting Date: 5/11/2004 ISIN: HK0966009422 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and adopt the audited Mgmt For * financial statements and the reports of the Directors and the auditors for the YE 31 DEC 2003 2. Declare a final dividend Mgmt For * 3. Re-elect Directors Mgmt For * 4. Authorize the Directors to fix the Mgmt For * Directors remuneration 5. Authorize the Directors to fix the Mgmt For * Directors remuneration 6. Authorize the Directors to issue Mgmt Against * additional shares in the capital of the Company not exceeding 20% of the issued share capital of the Company 7. Authorize the Directors to repurchase Mgmt For * shares in the capital of the Company not exceeding 10% of the issued share capital of the Company 8. Approve to extend the general mandate Mgmt Against * referred to in Resolution 6 by increasing the number of shares in the capital of the Company permitted to be issued equivalent to the number of shares in the issued shares capital repurchased referred to in 9. Amend existing Articles 2, 6, 13, Mgmt For * 36B, 71, 95, 106, 108 and add new Articles 82, 149, 151 to 157 to the Articles of Association of the Company Articles to reflect the coming into effect of the Securities and Futures Ordinance Chapter 571 of the Laws of Hong Kong Companies Ordinance and to the rules governing the listing of securities on The Stock Exchange of Hong Kong Limited Listing Rules and to bring the Articles up to date and in with the ------------------------------------------------------------------------------------------------------- CHINA OILFIELD SERVICES LTD Agenda: 700478565 CUSIP: Y15002101 Meeting Type: AGM Ticker: Meeting Date: 5/27/2004 ISIN: CN0007789299 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the audited financial Mgmt For * statements and the report of the Auditors for the YE 31 DEC 2003 2. Approve a final dividend for the YE Mgmt For * 31 DEC 2003 3. Receive and consider the budget for Mgmt For * FY 2004 4. Approve the report of the Directors Mgmt For * for the YE 31 DEC 2003 5. Approve the report of the Supervisory Mgmt For * Committee for the YE 31 DEC 2003 6. Elect 2 Directors and fix their Mgmt For * remuneration 7. Re-appoint Ernst & Young, Hug Ming Mgmt For * and Ernt & Young as the domestic and international Auditors of the Company for the YE 31 DEC 2004 and authorize the Board of Directors of the Company to fix their fees ------------------------------------------------------------------------------------------------------- CHINA OILFIELD SERVICES LTD Agenda: 700406677 CUSIP: Y15002101 Meeting Type: EGM Ticker: Meeting Date: 10/22/2003 ISIN: CN0007789299 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Declare a special interim dividend Mgmt For * for the 6 months ended 30 JUN 2003 2. Elect a Director Mgmt For * ------------------------------------------------------------------------------------------------------- CHUNG HWA PULP CORP Agenda: 700454200 CUSIP: Y1612Y106 Meeting Type: AGM Ticker: Meeting Date: 5/27/2004 ISIN: TW0001905008 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1.1 Receive the report on business Mgmt For * operation result of Fiscal Year 2003 1.2 Receive Supervisors review financial Mgmt For * reports of Fiscal Year 2003 2.1 Ratify financial reports of Fiscal Mgmt For * year 2003 2.2 Ratify net profit allocation Mgmt For * 3.1 Approve the issuing of new shares Mgmt For * cash div: TWD O.5 per share STK 3.2 Amend Company Articles Mgmt For * 4. Nominate Directors and Supervisors Mgmt For * 5. Others and Extraordinary proposals Other Abstain * ------------------------------------------------------------------------------------------------------- CONTAINER CORPN OF INDIA LTD Agenda: 700412389 CUSIP: Y1740A137 Meeting Type: AGM Ticker: Meeting Date: 9/29/2003 ISIN: INE111A01017 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive, approve and adopt the Mgmt For * balance sheet as at 31 MAR 2003, profit & loss account for the YE on that date and the report of Board of Directors and the Auditors thereon 10. Appoint Dr. D. Babu as a Director of Mgmt For * the Company w.e.f. 20 JAN 2003 in terms of Railway Board s specified order, who shall be liable to retire by rotation 2. Declare a dividend on equity shares Mgmt For * for the FYE 31 MAR 2003 3. Re-appoint Shri. P.G. Thyagarajan as Mgmt For * a Director, who retires by rotation 4. Re-appoint Shri. Rakesh Mehrotra as a Mgmt For * Director, who retires by rotation 5. Re-appoint Shri. S.C. Misra as a Mgmt For * Director, who retires by rotation 6. Appoint M/s. V.K. Dhingra & Co., Mgmt For * Chartered Accountants, New Delhi, as the Statutory Auditors of the Company for the FY 2002-03 in terms of specified order and authorize the Board of Directors of the Company to determine the remuneration payable to the Statutory Auditors for the FY 2002-03 7. Appoint Shri. K.K. Agarwal as a part- Mgmt For * time Chairman of the Company w.e.f. 18 MAR 2003 in terms of Railway Board s specified order, who shall be liable to retire by rotation 8. Appoint Shri. R.K. Narang as a Mgmt For * Director of the Company w.e.f. 20 JAN 2003 in terms of Railway Board s specified order, who shall be liable to retire by rotation 9. Appoint Dr. P.S. Sarma as a Director Mgmt For * of the Company w.e.f. 20 JAN 2003 in terms of Railway Board s specified order, who shall be liable to retire by rotation ------------------------------------------------------------------------------------------------------- C.P.SEVEN ELEVEN PUBLIC CO LTD Agenda: 700459755 CUSIP: Y1772K110 Meeting Type: AGM Ticker: Meeting Date: 4/28/2004 ISIN: TH0737010015 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the minutes of AGM of Mgmt For * shareholders number 1/2003 2. Approve and certify the Board of Mgmt For * Directors report on the Company s operating results for the FY 2003 3. Approve the balance sheet and profit Mgmt For * and loss statement for the YE 31 DEC 2003 4. Approve the appropriation of legal Mgmt For * reserve and dividend payment for the FY 2003 5. Approve the appointment of Directors Mgmt For * replacing those retired by rotation 6. Appoint the Company s Auditors and Mgmt For * approve the remuneration for the FY 2003 7. Approve the Directors remuneration Mgmt Abstain * 8. Approve the Memorandum of Association Mgmt For * Clause 3, about the objectives of the Company 9. Other matters Other For * ------------------------------------------------------------------------------------------------------- THE DAEGU BANK LTD Agenda: 700456355 CUSIP: Y1859G115 Meeting Type: AGM Ticker: Meeting Date: 3/19/2004 ISIN: KR7005270004 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the financial statements Mgmt For * 2. Approve the partial amendment to the Mgmt Abstain * Articles of Incorporation 3.A Elect Mr. Sang Jang, Kwon as an Mgmt For * External Director of the Company 3.B Elect Mr. Young Sae, Lee as an Mgmt For * External Director of the Company 4.A Elect Mr. Kyung Jae, Lee as an Mgmt For * External Director for Audit Committee 4.B Elect Mr. In Soo, Kim as an External Mgmt For * Director for Audit Committee 5. Approve the stock option for staff Mgmt For * ------------------------------------------------------------------------------------------------------- DAELIM INDUSTRIAL CO LTD Agenda: 700457888 CUSIP: Y1860N109 Meeting Type: AGM Ticker: Meeting Date: 3/19/2004 ISIN: KR7000210005 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the financial statements Mgmt For * 2. Elect the Directors Mgmt For * 3. Elect the Members of the Audit Mgmt For * Committee 4. Approve the limit of remuneration for Mgmt For * the Directors ------------------------------------------------------------------------------------------------------- DONGBU INSURANCE CO LTD Agenda: 700526087 CUSIP: Y2096K109 Meeting Type: AGM Ticker: Meeting Date: 6/10/2004 ISIN: KR7005830005 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the financial statements: Mgmt no action expected dividend ratio: KRW 250/1 share 2.1 Elect Mr. Ki-Jae Chang as a Director Mgmt no action 2.2 Elect Mr. Soon-Whan Kim as a Director Mgmt no action 2.3 Elect Mr. Jong-Chan Choi as a Mgmt no action 3. Elect Mr. Hee-Joo Whang as a Non- Mgmt no action Outside Director 4. Elect Mr. Jin-Boo Im as an Audit Mgmt no action Committee Member 5. Approve the limit of the remuneration Mgmt no action for the Directors as KRW ------------------------------------------------------------------------------------------------------- FARADAY TECHNOLOGY CORP. Agenda: 700494393 CUSIP: Y24101100 Meeting Type: AGM Ticker: Meeting Date: 6/15/2004 ISIN: TW0003035002 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- AS PER TRUST ASSOCIATION S PROXY Non- VOTING GUIDELINES, EVERY SHAREHOLDER Voting IS ELIGIBLE TO BE NOMINATED AS A CANDIDATE AND BE ELECTED AS A DIRECTOR OR A SUPERVISOR, REGARDLESS OF BEING RECOMMENDED BY THE COMPANY AND/OR BY OTHER PARTIES. IF YOU INTEND TO VOTE FOR A LISTED CANDIDATE, YOU WILL NEED TO CONTACT THE CANDIDATE AND/OR THE ISSUING COMPANY TO OBTAIN THE CANDIDATE S NAME AND ID NUMBER. WITHOUT SUCH SPECIFIC INFORMATION, AN ELECTION 1.1 Receive the business operation result Mgmt For * of FY 2003 1.2 Receive the Supervisors review Mgmt For * financial reports of FY 2003 2.1 Ratify the business operation result Mgmt For * and the financial reports of FY 2003 2.2 Ratify the net profit allocation Mgmt For * 3.1 Approve to issue new shares Mgmt Against * 3.2 Amend the Company Articles Mgmt For * 3.3 Amend the First Employee Stock Mgmt For * Options Plan 3.4 Approve the status of investment in Mgmt For * Mainland China 4. Elect the Directors Mgmt For * 5. Extraordinary proposals Mgmt For * 6. Other issues Other For * ------------------------------------------------------------------------------------------------------- GLOBE TELECOM INC Agenda: 700463920 CUSIP: Y27257149 Meeting Type: AGM Ticker: Meeting Date: 3/22/2004 ISIN: PHY272571498 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- PLEASE NOTE THAT THIS IS AN AMENDMENT Non- TO MEETING ID #113102 DUE TO THE Voting CHANGE IN RECORD DATE. ALL VOTES RECEIVED ON THE PREVIOUS NOTICE OF MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS NOTICE OF MEETING. THANK YOU. 1. Approve to determine the quorum Mgmt For * 2. Approve the minutes of the previous Mgmt For * Meeting 3. Approve the annual report of Officers Mgmt For * 4.1 Ratify all acts and resolutions of Mgmt For * the Board of Directors and Management adopted in the ordinary course of business during the preceding year 4.2 Approve to reduce the number of Mgmt For * Directors from 15 to 11 by further amending the amended Articles of Incorporation and the pertinent provision in the Bye-laws 5. Elect the Directors including the Mgmt For * Independent Directors 6. Elect the Auditors and approve to fix Mgmt For * their remuneration 7. Transact any other business Other For * 8. Adjournment Mgmt For * ------------------------------------------------------------------------------------------------------- GRASIM INDUSTRIES LTD Agenda: 700391179 CUSIP: Y28523135 Meeting Type: AGM Ticker: Meeting Date: 8/2/2003 ISIN: INE047A01013 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and approve the audited Mgmt For * balance sheet as at 31 MAR 2003 and the profit and loss account for the YE 31 MAR 2003 and the reports of the Directors and the Auditors of the Company 2. Declare a dividend on equity shares Mgmt For * for the YE 31 MAR 2003 3. Re-appoint Mrs. Rajashree Birla as a Mgmt For * Director, who retires by rotation 4. Re-appoint Mr. M.C. Bagrodia as a Mgmt For * Director, who retires by rotation 5. Re-appoint Mr. R.C. Bhargava as a Mgmt For * Director, who retires by rotation 7. Authorize the Company, in partial Mgmt For * modification of the Resolution at the AGM of 03 AUG 2002 and pursuant to Section 198, 269, 388 read with Schedule XIII and other applicable provisions of the Companies Act, 1956, including any statutory modification or reenactment thereof to i) revise the amount of monthly salary and special allowance payable to Mr. Shailendra K. Jain, Whole-time Director of the Company up to an overall limit of INR 8 lacs per month; ii) sanction and pay him other annual performance linked pay and/or Long Term Incentive Compensation LTIC; as may be decided by the Board of Directors of the Company for the reminder of his tenure of his current term subject, however to the limits prescribed in Part II of the Schedule XIII to the said Act, the other terms and conditions of remuneration remaining the same as approved at the aforesaid general meeting of the Company on 03 AUG 2002 and subject to the consequential variation or increase therein due to revision in the terms of his remuneration as aforesaid 8. Authorize the Board of Directors, Mgmt Against * pursuant to Section 293(1)(a) and all other applicable provision of the Companies Act 1956, for mortgaging and/or charging the whole or substantially the whole of the Company s and any one or more of the undertakings or all the undertakings, including the present and/or future properties, whether movable or immovable, tangible or intangible comprised in any existing or new undertaking of the Company in favour of the Lenders, Agents and/or Trustees for securing the long term, short term and medium term borrowings of the Company availed/to be availed by way of loan(s) and securities and issued or to be issued by the Company as also deferred sales tax loans availed/or to be availed by various units of the Company, subject to the limits approved/or to be approved by the members under Section 293(1)(d) of the Companies Act, 1956 as also the interest on the principal amounts at the respective agreed rates, additional interest, compound interest in the case of default, accumulated interest, liquidated damages, commitment charges, premia or prepayment, premium on redemption, remuneration of agent(s)/trustee(s), all other costs, charges and expenses, including any increase as a result of devaluation /revaluation/fluctuation in the rates of exchange and all other monies payable by the Company in terms of loan agreement(s), heads of agreement, debentures trust deed(s) and/or any other deed(s) or document(s) entered into/to be entered into between the Company and the lender(s)/agent(s)/trustee(s)/state government(s)/agency(ies) representing various state government(s) and or other agencies etc. in respect of the said loans/ borrowings/debentures/securities /deferred sales tax loans and containing such specific terms and conditions and covenants in respect of enforcement of security as may be stipulated in that behalf and agreed to between the Board of Directors of the Company and the lender(s)/ agent(s)/trustee(s)/state government(s)/agency(ies); approve further that the securities to be created by the Company as aforesaid may rank prior/pari passu/subservient with/to the mortgages and/or charges already created or to be created in future by the Company or in such other manner and ranking as may be thought expedient by the Board of Directors or its Committees and as may be agreed to between the concerned parties; and further approve that the Board of Directors or its Committee or person authorized by the Board, be and is/are hereby authorized to finalize, settle and execute any and all agreements, documents, deeds, writings and papers as may be necessary for creating the mortgages and/or charges as aforesaid and do all acts and things deemed necessary for implementing this resolution and resolve any S.6.A Re-appoint Messrs. G.P. Kapadia & Mgmt For * Co., Chartered Accountants and Messrs. Lodha & Co., Chartered Accountants, as the Joint Statutory Auditors of the Company under Section 224A and other applicable of the Companies Act, 1956 and hold office until the conclusion of the next AGM of the Company at a remuneration of INR 20,50,000 to be shared by them in such proportion as may be decided by the Board of Directors of the Company plus service tax as applicable and reimbursement of actual out of pocket expenses, as may be incurred in the performance of S.6.B Re-appoint, pursuant to the Mgmt For * provisions of Section 228 and other applicable provisions of the Companies Act, 1956, Messrs. Lodha & Co., Chartered Accountants, as Branch Auditors of the Company, to audit the accounts in respect of the Company s Rajashree Cement Division and Birla White Cement Division and hold office until the conclusion of the next AGM of the Company at a remuneration of INR 9,000,000 plus service tax as applicable and reimbursement of actual out of pocket expenses, as may be incurred in the performance of their duties S.6.C Re-appoint, pursuant to the Mgmt For * provisions of Section 228 and other applicable provisions of the Companies Act, 1956, Messrs. Vidyarthi & Sons, Chartered Accountants, as Branch Auditors of the Company, to audit the accounts in respect of the Company s Vikram Woollens Division and hold office until the conclusion of the next AGM of the Company at a remuneration of INR 1,000,000 plus service tax as applicable and reimbursement of actual out of pocket expenses, as may be incurred in the performance of S.9 Approve, pursuant to the applicable Mgmt For * guidelines of the Securities and Exchange Board of India SEBI and all other applicable laws, rules, guidelines, regulations, provisions of the other authorities and which may become applicable hereafter, to delist the shares of the Company from any one or more stock exchanges where the Company s shares are listed and in particular, the following stock exchanges: i) The Stock Exchange, Ahmedabad; ii) The Calcutta Stock Exchange Association Limited; iii) Cochin Stock Exchange Limited; iv) The Delhi Stock Exchange Association Limited; v) The Madhya Pradesh Stock Exchange, Indore; and vi) Madras Stock Exchange Limited as the Board of Directors may, in their absolute discretion, consider appropriate and proper without giving an exit option to the shareholders of the regions where the aforesaid stock exchanges are situated on the terms and conditions as may be stipulated and mutually agreed to in the best interest of the Company; after taking into account various factors such as but not limited to the incidence, impact or burden of the cost of listing fees payable to the stock exchanges and the volume of trading in the relevant stock ------------------------------------------------------------------------------------------------------- HANA MICROELECTRONICS PUBLIC CO LTD (FORMERLY Agenda: 700483706 HANA MICROELECTRONIC CO LTD) CUSIP: Y29974139 Meeting Type: AGM Ticker: Meeting Date: 4/30/2004 ISIN: TH0324010Z12 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- PLEASE NOTE THAT PARTIAL AND SPLIT Non- VOTING ARE ALLOWED. THANK YOU. Voting 1. Approve the minutes of the AGM Mgmt no action 10. Amend Clause 4 of the Company s Mgmt no action Memorandum of Association to be in the line with the change of the par value of its shares 11. Amend Article 4 under Chapter 2 of Mgmt no action the Company s Article of Association to be in line with the change of the par value of its shares 12. Approve the additional reserve of Mgmt no action shares for warrant conversion due to new exercise ratio 13. Approve the issuance of warrant with Mgmt no action the exercise price set not below market price amounting to 7,500,000 units and allocating to the Directors and the employees of the Company and its Subsidiaries 14. Approve the exercise of the warrants Mgmt no action issued pursuant to Resolution 13, to approve the reservation of 7,500,000 newly issued ordinary shares at the par value of BHT 1 par shares 15. Approve the allocation of the Mgmt no action unissued shares 16. Approve the allocation of warrants to Mgmt no action the Directors and the employees of the Company and its Subsidiaries who are eligible to receive the warrants with the amount exceeding 5% of total issuing unit of warrants 17. Approve the purchase of shares and or Mgmt no action assets of Hana Semiconductor (Ayutthaya) Co. Ltd. from a Subsidiary Co. 18. Transact any other business Other no action 2. Approve the Board of Directors Mgmt no action report on the Company s operation of the past year and the annual report 3. Approve the balance sheet and the Mgmt no action profit and loss statement for the FYE 31 DEC 2003 4. Appoint the Directors in place of Mgmt no action those retired by rotation and fix the Director s remuneration 5. Approve the declaration of dividend Mgmt no action payment for the year 2003 6. Appoint the Auditor of the Company Mgmt no action for the year 2004 and fix their remuneration 7. Amend Article 7 in Clause 3 (OBJ) of Mgmt no action the Company s Memorandum of 8. Approve the addition to Article 50 Mgmt no action under Chapter 9 of the Company s Articles of Association 9. Approve to change the par value of Mgmt no action the Company s shares par split from BHT 5 to BHT 1 ------------------------------------------------------------------------------------------------------- HANIL CEMENT CO LTD Agenda: 700461243 CUSIP: Y3050K101 Meeting Type: AGM Ticker: Meeting Date: 3/12/2004 ISIN: KR7003300001 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the financial statements Mgmt For * 2. Approve the partial amendment to the Mgmt For * Articles of Incorporation 3.A Elect Mr. Gee Ho, Hur, as a Director Mgmt For * 3.B Elect Mr. Bang Youn, Han, as a Mgmt For * 3.C Elect Mr. Seung Doo, Baik, as a Mgmt For * Director 4. Approve the limit of remuneration for Mgmt For * the Directors 5. Approve the limit of remuneration for Mgmt For * the Auditors ------------------------------------------------------------------------------------------------------- HANKUK ELECTRIC GLASS CO LTD Agenda: 700453044 CUSIP: Y3060A101 Meeting Type: AGM Ticker: Meeting Date: 3/25/2004 ISIN: KR7009720004 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the financial statements Mgmt For * 2. Amend the Articles of Incorporation Mgmt Abstain * 3.1 Elect Mr. Myunghwan Oh as an Outside Mgmt For * Director 3.2 Elect Mr. Jaekyu Lee as an Outside Mgmt For * Director 4. Elect Mr. Umemotosukichi and Mr. Mgmt For * Gunoh Kim as the Auditors 5. Approve the limit of remuneration for Mgmt Abstain * the Directors 6. Approve the limit of remuneration for Mgmt For * the Auditors 7. Amend the Retirement Benefit Plan for Mgmt Abstain * Directors ------------------------------------------------------------------------------------------------------- H D F C BANK LTD Agenda: 700513155 CUSIP: Y3119P117 Meeting Type: AGM Ticker: Meeting Date: 5/26/2004 ISIN: INE040A01018 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve and adopt the audited balance Mgmt For * sheet as at 31 MAR 2004 and the profit and loss account for the YE on that date and the reports of the Directors and Auditors 11. Approve that in supersession of the Mgmt For * resolution passed by the Bank under section 293 (1) (d) of the Companies Act, 1956 in the EGM of the members held on 14 SEP 1994, thereby limiting the borrowing powers of the Board of Directors of the Bank up to Rs. l,000 crores Rupees One Thousand Crores, the Board of Directors of the Bank be and is hereby authorized to borrow, for the purpose of business of the Bank, such sum or sums of monies as they may deem necessary, notwithstanding the fact that the monies borrowed and the monies to be borrowed from time to time apart from acceptances of deposits of money from public repayable on demand or otherwise and withdrawable by cheque, draft, order or otherwise and/or temporary loans obtained in the ordinary course of business from banks, whether in India or outside India will exceed the aggregate of the paid up capital of the Bank and its free reserves i.e, to say reserves not set apart for any specific purpose, provided that the total outstanding amount of such borrowings shall not exceed Rs. 5,000 crores Rupees Five Thousand Crores over and above the aggregate of the paid up capital of the Bank and its free reserves at any time 2. Declare a dividend Mgmt For * 3. Re-appoint Dr V. R. Gadwal as a Mgmt For * Director who retires by rotation 4. Re-appoint Mrs. Renu Kamed as a Mgmt For * Director who retires by rotation 5. Re-appoint M/s. P. C. Hansotia & Co., Mgmt For * Chartered Accountants, as the Auditors of the Bank to hold the office from the conclusion of this meeting until the conclusion of the next AGM by the Audit and Compliance Committee of the Board in the best of interest of the Bank for the purpose of audit of the Bank s accounts at its head office, regional and the branch offices 6. Appoint Mr. Bobby Parikh as a Mgmt For * Director of the Bank who retires by 7. Appoint Mr. Ranjan Kapur as a Mgmt For * Director of the Bank who retires by S.10 Approve, pursuant to the applicable Mgmt For * provisions of the Securities and Exchange Board of India Delisting of Securities Guidelines, 2003 hereinafter referred to as the Delisting Guidelines and subject to the provisions of the Companies Act, 1955, Including any statutory modification(s) or re-enactment thereof for the time being in force Securities Contracts Regulation Act, 1956 arid the Rules framed thereunder, Listing Agreement and all other applicable rules, regulations and guidelines and subject to the approvals, consents, permissions or sanctions of the Securities and Exchange Board of India, Stock Exchanges where the shares of the Bank are listed and any other appropriate authorities, Institutions or regulators as may be necessary and subject to such conditions and modifications, if any, as may be prescribed or imposed by any such authorities while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Bank hereinafter referred to as Board which term shall be deemed to include any Committee there of for the time being exercising the powers conferred on the Board by this Resolution, the consent of the Bank be and is hereby accorded to the Board to delist the equity shares of the Bank from The Stock Exchange, Ahmedabad ASE at such time as the Board may decide; and authorize the Board or any Committee to do all such acts, deeds, matters and things as it may, in its abso1ute discretion, deem necessary for such purpose and with power on behalf of the Bank to settle any questions, difficulties or doubts that may arise in this regard without requiring the Board to secure any further consent or approval of the S.8 Re-appoint Mr. Jagdish Capoor as a Mgmt For * part-time Chairman of the Bank pursuant to the applicable provisions of the Companies Act, 1956, Section 35-B and other applicable provisions, for the period of three 3 years with effect from 06 JUL 2004 and the revision in the existing remuneration and perquisites; and approve that with effect from the date of re- appointment, Mr. Jagdish Capoor be also retained to render extra services of non-executive nature in areas like internal audit, inspection, vigilance, compliance, etc; and in case of absence or inadequacy of profit in any FY the aforesaid remuneration shall be paid to Mr. Jagdish Capoor as minimum remuneration; and the services of Mr. Capoor are terminated by the Bank without any default/ breech on the part of Mr. Capoor he shall be entitled to receive as a termination allowance an amount equal to the salary that he would have otherwise received for the remainder of his tenure, had the said services not been terminated; and authorize the Board to do all such acts, deeds and things and to execute any agreements, S.9 Re-appoint Mr. Aditya Puri as a Mgmt For * Managing Director of the Bank pursuant to the applicable provisions of the Companies Act, 1956, Section 35-B and other applicable provisions, for the period from 30 SEP 2005 to 31 MAR 2007 and the revision in the existing remuneration and perquisites; and in case of absence or inadequacy of profit in any FY the aforesaid remuneration shall be paid to Mr. Puri as minimum remuneration; and if the services of Mr. Puri are terminated by the Bank without any default/breach on the part of Mr. Puri he shall be entitled to receive as a termination allowance an amount equal to the salary perquisites and benefits that he would have otherwise received for the remainder of his tenure, had the said services not been terminated; and authorize the Board to do all such acts, deeds and things and to execute any agreements, documents or instructions as may be ------------------------------------------------------------------------------------------------------- HIGH TECH COMPUTER CORP Agenda: 700495927 CUSIP: Y3194T109 Meeting Type: AGM Ticker: Meeting Date: 6/16/2004 ISIN: TW0002498003 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- AS PER TRUST ASSOCIATION S PROXY Non- VOTING GUIDELINES, EVERY SHAREHOLDER Voting IS ELIGIBLE TO BE NOMINATED AS A CANDIDATE AND BE ELECTED AS A DIRECTOR OR A SUPERVISOR, REGARDLESS OF BEING RECOMMENDED BY THE COMPANY AND/OR BY OTHER PARTIES. IF YOU INTEND TO VOTE FOR A LISTED CANDIDATE, YOU WILL NEED TO CONTACT THE CANDIDATE AND/OR THE ISSUING COMPANY TO OBTAIN THE CANDIDATE S NAME AND ID NUMBER. WITHOUT SUCH SPECIFIC INFORMATION, AN ELECTION 1.1 Approve to report the 2003 operation Mgmt For * report 1.2 Approve to report the Supervisor Mgmt For * review of year 2003 financial report 1.3 Approve to report the status of the Mgmt For * merger 1.4 Approve to report the status of Mgmt For * investment in Mainland China 2.1 Approve the 2003 financial report Mgmt For * 2.2 Approve the 2003 earning Mgmt For * 2.3 Approve the capitalization of 2003 Mgmt Abstain * dividend and employee profit sharing 2.4 Approve to revise the trading Mgmt Abstain * procedure of derivative products 2.5 Approve to revise the memorandum and Mgmt Abstain * Articles of Association 3. Re-elect the Directors and Mgmt For * 4. Approve to release the conflict of Mgmt For * plurality of Directors 5. Other motions Other For * ------------------------------------------------------------------------------------------------------- HONG KONG EXCHANGES AND CLEARING LTD Agenda: 700466217 CUSIP: Y3506N105 Meeting Type: AGM Ticker: Meeting Date: 3/31/2004 ISIN: HK0388009489 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- PLEASE NOTE THAT IN ORDER TO SELECT Non- WHICH TWO CANDIDATES WILL BE ELECTED Voting DIRECTORS, THE RESOLUTIONS THEMSELVES CONTAIN A METHOD OF DETERMINING SUPPORT FOR A CANDIDATE. EACH RESOLUTION FOR THE APPOINTMENT OF DIRECTOR TO BE PROPOSED AT THE AGM WILL PROVIDE AS FOLLOWS: THAT SUBJECT TO THE NUMBER OF NET VOTES CAST IN RELATION TO THIS RESOLUTION (NET VOTES BEING VOTES CAST IN FAVOUR MINUS VOTES CAST AGAINST THIS RESOLUTION) BEING AMONG THE TWO HIGHEST NUMBER OF NET VOTES CAST ON EACH OF THE RESOLUTIONS FOR THE APPOINTMENT OF A PERSON AS A DIRECTOR OF THE COMPANY AT THE AGM TO BE HELD ON 31MAR2004, (NAME OF CANDIDATE) BE AND IS HEREBY APPOINTED AS DIRECTOR OF THE COMPANY WITH EFFECT FROM THE CONCLUSION OF THE AGM, PROVIDED THAT IF ANY TWO OR MORE OF SUCH RESOLUTIONS RECORD THE SAME NUMBER OF NET VOTES (THE TIED RESOLUTONS), THE RANKING OF THE TIED RESOLUTIONS FROM HIGHEST TO LOWEST NUMBER OF NET VOTES SHALL BE DETERMINED BY THE DRAWING OF LOTS BY THE CHAIRMAN OF 1. Receive and approve the audited Mgmt For * accounts for YE 31 DEC 2003 together with reports of the Directors and the Auditors thereon 2. Declare a final dividend Mgmt For * 3. Declare a special dividend Mgmt For * 4.1 Elect Mr. John Estmond Strickland as Mgmt For * a Director 4.2 Elect Mr. Wong Si Hung Oscar as a Mgmt For * Director 5. Re-appoint the Auditors and authorize Mgmt For * the Directors to fix their 6.A Authorize the Directors of HKEx, Mgmt Abstain * pursuant to Section 57B of the Companies Ordinance, to allot, issue and deal with additional shares of HKD 1.00 each in the capital of HKEx and to make or grant offers, agreements and options including bonds, warrants and debentures convertible into shares of HKEx, subject to and in accordance with the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, during and after the relevant period, not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company at the date of passing this resolution, otherwise than pursuant to i) a rights issue; or ii) an issue of shares as scrip dividend pursuant to the Articles of Association of HKEx from time to time; iii) exercise of rights or subscription or conversion under the terms of any warrant or other securities issued by the Company carrying a right to subscribe for or purchase shares in the Company; iii) an issue of shares under any option scheme of the Company or similar arrangement; iv) an issue of shares in HKEx upon the exercise of the subscription rights attaching to any warrants issued by HKEx provided that the issue of such warrants; Authority expires the earlier of the conclusion of the next AGM of HKEx or the expiration of the period within which the next AGM of 6.B Authorize the Directors to repurchase Mgmt For * shares of HKEx on the Stock Exchange of Hong Kong Limited Stock Exchange or any other stock exchange on which the securities of the Company may be listed and recognized by the Securities and Futures Commission and the Stock Exchange for this purpose, during the relevant period, subject to and in accordance with all applicable laws and/or requirements of the rules governing the listing of securities on the Stock Exchange or any other stock exchange, not exceeding 10% of the aggregate nominal amount of the issued share capital of HKEx at the date of passing this resolution; Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of HKEx is 6.C Approve, conditional upon the passing Mgmt For * of Resolutions 6.I and 6.II, to extend the general mandate granted to the Directors of the Company to allot, issue and deal with additional shares, pursuant to Resolution 6.I by adding thereto an amount representing the aggregate nominal amount of the share capital of the Company repurchased by HKEx pursuant to Resolution 6.II, provided that such amount does not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing this 6.D Approve that a remuneration of HKD Mgmt For * 100,000 be paid to each of the Non- Executive Directors of HKEx at the conclusion of the next AGM of HKEx for the period from the conclusion of this meeting to the conclusion of the next AGM of HKEx, provided that such remuneration be paid in proportion to the period of service in the case if a Director who has not served the entire period 6.E Approve, conditional upon: a) the Mgmt Against * passing of Resolution 3; b) the per share amount of such special cash dividend payable to shareholders of HKEx being not less than 2% of the closing price of the shares of HKEx on the Stock Exchange as stated in the Stock Exchange s daily quotations sheet on the day the announcement of the proposal to pay such special cash dividend is published in Hong Kong newspapers or, if such day is not a trading day, the first trading day thereafter; and c) obtaining the consent of the relevant option holder, to i) that the subscription price per share pre-listing option subscription price and the contract size for the unexercised portion of each option that has been granted under the pre-listing share option scheme Pre-Listing Share Option Scheme of HKEx adopted on 31 MAY 2000 but not fully exercised on the date of passing of this resolution and ii) the subscription price per share Post-Listing Option Subscription Price and the contract size for the unexercised portion of each option that has been granted under the share option scheme Post Listing Share Option Scheme of HKEx adopted on 31 MAY 2000 and amended on 17 APR 2002 but not fully exercised on the date of passing of this resolution, be adjusted as prescribed; and for the avoidance of any doubt, any refusal to give consent on the party of an option holder shall not affect the adjustment of the Pre-Listing Option Subscription Price, the Post-Listing Subscription Price and/or the contract size in accordance with this resolution in relation to the S.6.F Approve, subject to the written Mgmt For * approval of the Securities and Futures Commission pursuant to Section 67 of the Securities and Futures Ordinance, to: a) amend Article 2 of the Articles of Association of HKEx by adding a new definition; b) delete Article 70(1) of the Articles of Association of HKEx and replace it with a new Article 70(1); c) add a new Article 79A; d) deleting Article 90(2)(b) of the Articles of Association and replacing it with a new Article 90(2)(b); e) delete Article 94(1) of the Articles of Association of HKEx and replacing it with a new Article 94(1); f) deleting Article 95(h) of the Articles of Association of HKEx and replacing it with a new Article 95(h); and g) delete Article 101(7) to (10) of the Articles of Association of HKEx and replacing it ------------------------------------------------------------------------------------------------------- HOUSING DEVELOPMENT FINANCE CORP LTD Agenda: 700386964 CUSIP: Y37246157 Meeting Type: AGM Ticker: Meeting Date: 7/18/2003 ISIN: INE001A01028 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Consider and adopt the audited profit Mgmt For * and loss account for the YE 31 MAR 2003, the balance sheet as at that date and the reports of the Directors and the Auditors thereon 10. Approve, pursuant to the provisions Mgmt For * of Section 198, 269, 309 and other applicable provisions of the Companies Act, 1956, the re- appointment of Ms. Renu S. Karnad as the Executive Director of the Corporation (designated as Chairman), for a period of 5 years with effect from 03 MAY 2003, upon the terms and conditions including remuneration and authorize the Board of Director to alter and vary the terms and conditions of the said reappointment and/or agreement (including authority, from time to time, to determine the amount of salary and commission as also the type and amount of perquisites and other benefits payable to Ms. Renu S. Karnad), in such manner as may be agreed to between the Board of Directors and Ms. Renu S. Karnad; provided that the remuneration to Ms. Renu S. Karnad shall not exceed the limits prescribed under Schedule XIII to the Companies Ac, 1956, including any amendment, modification, variation or re-enactment thereof; and in the event of any loss, absence or inadequacy of profits in any FY, during the term of office of Ms. Renu S. Karnad, the remuneration, payable to her by way of salary, allowances, commission and perquisites shall not, without the approval of the Central Government, exceed the limits prescribed under the Companies Act, 1956, or any amendments, modification, variation or re- enactment thereof; and consequent upon the change in remuneration structure of Mr. Deepak S. Parekh and Ms. Renu S. Karnad, as herein approved, the consent of the members be and is hereby accorded pursuant to the provisions of Sections 198, 269, 309, 310, 311 and other applicable provisions of the Companies Act, 1956 to the corresponding revision in the remuneration structure of Mr. K.M. Mistry, Managing Director and Mr. R.V.S. Rao, Executive Director without any further approval from the members; provided however that the other terms and conditions as set out in the agreement entered with Mr. K.M. Mistry and Mr. R.V.S. Rao, as approved by the members at the AGM of 17 JUL 2001 and EGM held on 02 DEC 2002, respectively as regards their appointment and remuneration shall remain unchanged; and authorize the Board of Directors to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors or Director(s) to give 2. Declare a dividend of INR 11 per Mgmt For * share, will be paid immediately afte the AGM: in respect of the shares held in physical form, to those shareholders whose names appear on the Register of Members as at the end of business on 02 JUL 2003; and in respect of shares held in electronic form, to those shareholders whose names appear in the satement of benefical ownership maintained by the Depositories as at the end of business on 02 JUL 2003 3. Re-appoint Mr. S.B. Patel as a Mgmt For * Director, who retires by rotation 4. Re-appoint Mr. B.S. Mehta as a Mgmt For * Director, who retires by rotation 5. Re-appoint Mr. S.A. Dave as a Mgmt For * Director, who retires by rotation 6. Re-appoint Mr. S. Venkitaramanan as a Mgmt For * Director, who retires by rotation 8. PLEASE NOTE THAT THIS RESOLUTION WILL Mgmt For * BE PASSED AS A SPECIAL RESOLUTION IN THE EVENT OF THE PROVISIONS OF SECTION 224A OF THE COMPANIES ACT 1956 BECOMING APPLICABLE: Re-appoint Messrs. Pannell Kerr Forster, Chartered Accountants, as branch Auditors of the Corporation for the purpose of audit of the accounts for the Corporation s branch office at Dubai until the conclusion of the next AGM, on such terms and conditions and on such remuneration as may be fixed by the Board of Directors of the Corporation, depending upon the nature and scope 9. Approve, pursuant to the provisions Mgmt For * of Section 198, 269, 309 and other applicable provisions of the Companies Act, 1956, the re- appointment of Mr. Deepak S. Parekh as the Managing Director of the Corporation (designated as Chairman), for a period of 3 years with effect from 01 MAR 2003, upon the terms and conditions including remuneration and authorize the Board of Directors to alter and vary the terms and conditions of the said reappointment and/or agreement (including authority, from time to time, to determine the amount of salary and commission as also the type and amount of perquisites and other benefits payable to Mr. Deepak S. Parekh), in such manner as may be agreed to between the Board of Directors and Mr. Deepak S. Parekh; provided that the remuneration to Mr. Deepak S. Parekh shall not exceed the limits prescribed under Schedule XIII to the Companies Act, 1956, including any amendment, S.7 Re-appoint Messrs. S.B. Billimoria & Mgmt For * Company, Chartered Accountants as the Auditors of the Corporation until the conclusion of the next AGM, on a remuneration of INR 25,000,000 plus applicable service tax and reimbursement of out-of-pocket expenses incurred by them for the purpose of audit of the Corporation s accounts at the head office and at all branch offices of the Corporation in India ------------------------------------------------------------------------------------------------------- HUNG HING PRINTING GROUP LTD Agenda: 700393820 CUSIP: Y3779N105 Meeting Type: AGM Ticker: Meeting Date: 8/20/2003 ISIN: HK0450001869 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and consider the audited Mgmt For * financial statements and the reports of the Directors and the Auditors for the FYE 31 MAR 2003 2. Declare a final dividend for the YE Mgmt For * 31 MAR 2003 3. Re-elect the Directors and fix their Mgmt For * remuneration 4. Appoint the Auditors and authorize Mgmt For * the Directors to fix their 5.A Authorize the Directors to allot, Mgmt Against * issue and deal with shares of HKD 0.10 in the capital of the Company and make or grant offers, agreements and options including bonds, warrants and debentures convertible into shares of the Company during and after the relevant period, not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company at the date of passing this resolution, otherwise than pursuant to i) a rights issue; or ii) any share option scheme or similar arrangement; or iii) any scrip dividend or similar arrangement; Authority expires the earlier of the conclusion of the next AGM or the expiration of the period within which the next AGM is to be 5.B Authorize the Directors to purchase Mgmt For * shares of HKD 0.10 in the capital of the Company during the relevant period, subject to and in accordance with all applicable laws and regulations, not exceeding 10% of the aggregate nominal amount of the issued share capital at the date of passing this resolution; Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is to be held by law 5.C Approve, conditional upon the passing Mgmt For * of Resolutions 5.A and 5.B, to add the aggregate nominal amount of the share capital of the Company purchased by the Company pursuant to Resolution 5.B, to the aggregate nominal amount of the share capital of the Company that may be allotted pursuant to Resolution 5.A, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing this ------------------------------------------------------------------------------------------------------- HUNG POO CONSTRUCTION CORPORATION Agenda: 700465037 CUSIP: Y37808105 Meeting Type: AGM Ticker: Meeting Date: 5/18/2004 ISIN: TW0002536000 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1.1 Receive the business operation result Mgmt For * and the financial reports for the FY 2003 1.2 Approve the Supervisors review Mgmt For * financial reports of FY 2003 1.3 Ratify financial reports of FY 2003 Mgmt For * 2.1 Approve to discuss net profit Mgmt For * allocation; cash dividend: TWD 1.5 per share 2.2 Amend a part of the Company Articles Mgmt Abstain * 3. Approve to nominate Directors and the Mgmt For * Supervisors 4. Others and extraordinary proposals Other Abstain * ------------------------------------------------------------------------------------------------------- HYOSUNG CORPORATION Agenda: 700452840 CUSIP: Y3818Y120 Meeting Type: AGM Ticker: Meeting Date: 2/27/2004 ISIN: KR7004800009 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the balance sheet, the Mgmt For * disposition of retained earning and the statement of profit and loss 2. Elect the Directors Mgmt For * 3. Elect a Member of Audit Committee Mgmt For * 4. Approve the remuneration limit for Mgmt For * Directors ------------------------------------------------------------------------------------------------------- HYUNDAI DEVELOPMENT CO - ENGINEERING & Agenda: 700463716 CONSTRUCTION CUSIP: Y38397108 Meeting Type: AGM Ticker: Meeting Date: 3/19/2004 ISIN: KR7012630000 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the 27th balance sheet, Mgmt For * income statement and the proposed disposition of the retained earnings of the year 2003 2. Appoint the Directors Mgmt For * 3. Appoint the Audit Committee member Mgmt For * who is the External Director 4. Approve the remuneration limit for Mgmt For * the Directors ------------------------------------------------------------------------------------------------------- KEC CORP Agenda: 700457181 CUSIP: Y38515105 Meeting Type: AGM Ticker: Meeting Date: 3/12/2004 ISIN: KR7006200000 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the financial statements Mgmt For * 2. Approve the partial amendment to Mgmt Abstain * Articles of Incorporation 3. Elect the Directors including Mgmt For * outside Directors 4. Approve the decision of limit of Mgmt For * remuneration for Directors 5. Approve the decision of limit of Mgmt Abstain * remuneration for Auditors ------------------------------------------------------------------------------------------------------- ICICI BANK LTD Agenda: 700398818 CUSIP: Y38575109 Meeting Type: AGM Ticker: Meeting Date: 8/25/2003 ISIN: INE090A01013 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and adopt the audited profit Mgmt For * and loss account for the FYE 31 MAR 2003 and approve the balance sheet as at the date together with the reports of the Directors and the 10. Appoint Mr. P.C. Ghosh as a Director Mgmt For * of the Company, in respect of whom the Company has received notice in writing along with a deposit of INR 500 for each notice, under the provisions of Section 257 of the 11. Appoint Mr. M.K. Sharma as a Director Mgmt For * of the Company, in respect of whom the Company has received notice in writing along with a deposit of INR 500 for each notice, under the provisions of Section 257 of the 12. Approve that the partial modification Mgmt For * of the Resolution passed by the Members at the 8th AGM held on 16 SEP 2002, vide item no.14 of the notice convening that meeting, relating to appointment of and payment of remuneration to Ms. Lalita D. Gupta as the Joint Managing Director, the salary range of M/s. Lalita D. Gupte, Joint Managing Director, be revised to INR 200,000 to INR 650,000 per month, subject to the approval of Reserve Bank of India, other terms and conditions remaining the same 2. Declare a dividend on preference Mgmt For * 3. Declare a dividend on equity shares Mgmt For * 4. Re-appoint Mr. Somesh R. Sathe as a Mgmt For * Director, who retires by rotation 5. Re-appoint Mr. Anupam Puri as a Mgmt For * Director, who retires by rotation 6. Re-appoint Prof. Marti G. Mgmt For * Subrahmanyam as a Director, who 7. Re-appoint Ms. Kalpana Morparia as a Mgmt For * Director, who retires by rotation 8. Appoint, pursuant to the provisions Mgmt For * of Sections 224, 225 and other applicable provisions, if any, of the Companies Act, 1956 and the Banking Regulation Act 1949, S.R. Batliboi & Co., Chartered Accountants, as the Statutory Auditors of the Company until conclusion of the next AGM of the Company and approve to fix the remuneration by the Board of Directors of the Company, based on the recommendation of the Audit Committee in addition to reimbursement of all out-of-pocket expenses in connection with the audit of the accounts of the Company for 9. Authorize the Directors of the Mgmt For * Company, pursuant to the provisions of Section 228 and other applicable provisions, if any, of the Companies Act, 1956 and the Banking Regulation Act, 1949, to appoint Branch Auditors, in consultation with the Statutory Auditors, as and when required, to audit the accounts in respect of the Company s branches/offices in India and aboard and approve to fix their remuneration, based on the recommendation of the Audit Committee, in addition to reimbursement of all out-of-pocket S.13 Approve that subject to the Mgmt For * provisions of the Companies Act, 1956, and the Rules framed thereunder, the Listing Agreements, the Securities and Exchange Board of India Delisting of Securities Guidelines - 2003, and all other applicable laws, rules, regulations and guidelines and subject to such approvals permissions and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by the authority while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors, the consent of the Company be and is hereby accorded to the Board to delist the equity shares of the Company from the Calcutta Stock Exchange Association Limited, Delhi Stock Exchange Association Limited and Madras Stock Exchange Limited as also to delist the equity shares and bonds of the Company from the Vadodara Stock Exchange Limited ------------------------------------------------------------------------------------------------------- ICICI BANK LTD Agenda: 700455911 CUSIP: Y38575109 Meeting Type: EGM Ticker: Meeting Date: 3/12/2004 ISIN: INE090A01013 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 2. Re-appoint Ms. Lalita D. Gupte, Mgmt For * subject to the applicable provisions of the Companies Act, 1956 and the Banking Regulation Act, 1949 and subject to the provisions of the Articles of Association of ICICI Bank Limited (the Bank), as Joint Managing Director of the Bank for the period 24 JUN 2004 to 31 OCT 2006 or the same remuneration as currently applicable; and authorize the Board or any Committee thereof to decide the remuneration (salary perquisites and bonus) payable to her within the terms mentioned above, subject to such approvals as may be required; and approve that in the event of absence or inadequacy of net profit in any financial year, the remuneration payable to Ms. Lalita D. Gupte shall be governed by Section II of Part II of Schedule XIII of the Companies Act, 1956. or any modification(s) thereto; and approve that Ms. Lalita D. Gupta shall not be subject to retirement by rotation during her tenure as Joint Managing Director provided that if at any time, the number of Directors as are not subject to retirement by rotation exceeds one-third of the total number of Directors for the time being, then Ms. Lalita D. Gupta shall be liable to retire by rotation in accordance with Article 161(d) of the Articles of Association of the Bank to the intent that the number of Directors not liable to retirement by rotation shall not exceed one-third of the total number of Directors for the time being, provided further that if Ms. Lalita Gupta is re-appointed as a Director immediately on retirement by rotation, she shall continue to hold her office of Joint Managing Director and such re- appointment as a Director shall not be deemed to constitute a break in S.1 Authorize the Board of Directors of Mgmt For * the Bank Board to include any Committee(s) to be constituted by the Board, pursuant to the provisions of Section 81 and other applicable provisions, if any, of the Companies Act. 1956 (including any amendment thereto), and in accordance with the provisions of the Memorandum and Articles of Association of ICICI Bank Limited (the Bank) and the regulations/guidelines if any, prescribed by the Securities and Exchange Board of India or any other relevant authority from time to tine, to the extent applicable, and subject to such approvals, consents, permissions and sanctions as might be required and subject to such conditions as may be prescribed while granting such approvals, consents, permissions and sanctions, to create, issue, offer and allot (including with provision for reservation on firm and/on competitive basis of such part of issue and of such categories of persons as may be permitted) in the course of one or more public or private offerings in domestic and/or one or more international market(s), equity shares and/or equity shares through depository receipts and/or convertible bonds and/or securities convertible into equity shares at the option of the Bank and/or the holder(s) of such securities, and/or securities linked to equity shares and/or securities with or without detachable/ non- detachable warrants with a right exercisable by the warrant-holder to subscribe for equity shares and/or warrants with an option exercisable by the warrant- holder to subscribe for equity shares, and/or any instruments or securities representing either equity shares and/or convertible securities linked to equity shares securities, to eligible investors (whether residents and/or non-residents and/or institutions/banks and/or incorporated bodies and/or individuals and/or trustees and/or stabilizing agent or otherwise, and whether or not such investors are members of the Bank), through prospectus and/or letter of offer or circular end/or on public end/or private/preferential placement basis, for, or which upon exercise or conversion of all securities so issued and allotted could give rise to the issue of an aggregate face value of equity shares of up to 10% of the authorized equity share capital of the Bank at the relevant time(s) of issue of securities, such issue end allotment to be made at such time or times, in one or more trenches, at such price or prices, at market price or prices or at a discount or premium to market price or prices, in such manner and where necessary in consultation with the Book Running Lead Managers and/or underwriters and/or stabilizing agent and/or other Advisors or otherwise on such terms and conditions as the Board, may, in its absolute discretion, decide at the time of issue of securities; and approve that without prejudice to the generality of the above, the aforesaid issue of securities may have all or any terms or combination of terms in accordance with prevalent market practice including but not limited to terms and conditions, relating to payment of interest, dividend, premium on redemption at the option of the Bank and/or holders of any securities, or variation of the price or period of conversion of securities into equity shares or issue of equity shares during the period of the securities or terms pertaining to voting rights or option(s) for early redemption of securities; approve that the Bank and/or any agency or body or person authorized by the Board may issue depository receipts representing the underlying equity shares in the capital of the Bank or such other securities in negotiable, registered or bearer form with such features and attributes as may be required end to provide for the tradability and free transferability thereof as per market practices and regulations; and authorize the Board to issue and allot such number of equity shares as may be required to be issued and allotted, including issue and allotment of equity shares upon conversion of any securities referred to above or as may be necessary in accordance with the terms of the offer, all such equity shares ranking pari passu inter se and with the then existing equity shares of the Bank in all respects; and authorize the Directors, for the purpose of giving effect to any offer, issue or allotment of equity shares or securities or instruments representing the same, to do all such acts, deeds, matters and things as it may deem necessary or desirable for such purpose, including without limitation, the entering into arrangements for trading, acting as depository, custodian, registrar, stabilizing agent, paying and conversion agent trustee and to issue any document(s), including but not limited to Prospectus, and sign deeds, documents and writings and to pay any fees, commissions, remuneration, expenses relating thereto and to settle all questions, difficulties or doubts that may arise in regard to such issue(s) or allotment(s) as it may, in its absolute discretion, deem fit; and authorize the Board to delegate all or any of the powers herein conferred to any Committee of Directors or any ------------------------------------------------------------------------------------------------------- INFORMATICS HOLDINGS LTD Agenda: 700394339 CUSIP: Y4081H109 Meeting Type: AGM Ticker: Meeting Date: 8/8/2003 ISIN: SG0544000342 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive the audited financial Mgmt For * statements for the YE 31 MAR 2003 and the reports of the Directors and the Auditors 2. Declare a final dividend of 0.5 cents Mgmt For * per share less 22% income tax and a special dividend of 0.5 cents per share less 22% income tax for the YE 31 MAR 2003 3. Approve the Directors fees of SGD Mgmt For * 177,000 for the YE 31 MAR 2003 4.A Re-elect Dr. Wont Tai as a Director, Mgmt For * who retires in accordance with the Company s Articles of Association 4.B Re-elect Mr. Frank Yung-Cheng Yung as Mgmt For * a Director, who retires in accordance with the Company s Articles of Association 5. Appoint Messrs.Ernst & Young as the Mgmt For * Auditors of the Company and authorize the Directors to fix their 6.I Authorize the Directors, pursuant to Mgmt Against * Section 161 of the Companies Act Chapter 50 and Rule 806 of the Singapore Exchange Securities Trading Limited, to issue shares and convertible securities in the Company, on terms and conditions as may be determined by the Directors, subject to the aggregate number of shares to be issued pursuant to this resolution not exceeding 50% of the issued share capital of the Company, of which the aggregate number of shares issued other than on a pro- rata basis to existing Members does not exceed 20% of the issued capital of the Company; Authority shall continue in force until the conclusion of the next AGM of the Company or the date by which the next AGM of the Company is required by 6.II Authorize the Directors to grant Mgmt Against * options in accordance with the provisions of The Informatics Group Share Option Scheme and pursuant to Section 161 of the Companies Act, Cap 50, to allot and issue such number of shares in the capital of the Company not exceeding 15% of the issued capital of the Company; the aggregate number of Scheme shares available to participants who are controlling shareholders of the Company and their Associates shall not exceed 25% of the Scheme shares available under the Scheme and the number of Scheme shares available to each participant who is a controlling shareholder of the Company or his Associates shall not exceed 10% of the Scheme shares available under the 7. Transact any other business Other For * ------------------------------------------------------------------------------------------------------- INFORMATICS HOLDINGS LTD Agenda: 700394341 CUSIP: Y4081H109 Meeting Type: EGM Ticker: Meeting Date: 8/8/2003 ISIN: SG0544000342 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Amend the definitions of Associate, Mgmt For * Controlling shareholder(s) and option period in the rules of the Informatics Group Share Option Scheme Scheme to be in line with the definitions in the listing manual and insert the definition for a new term immediate family 2. Approve to extend the Scheme for a Mgmt For * further period 10 years 4. Authorize the Directors to grant Mgmt Against * options for scheme shares and allot and issue scheme shares upon the exercise of such options, provided that the number of scheme shares available under the scheme shall not exceed 15% of the issued capital of the Company and the aggregate number scheme shares available to controlling shareholders shall not exceed 25% of such available scheme shares and the number of scheme shares available to each of such participants or his associates shall not exceed 10% of such available S.3 Amend the Articles of Association by Mgmt For * deleting Articles 71, 77, 93, 99, 100, 101 and 102 and replacing them with new articles as prescribed, to give effect to the recommendation in the code of corporate governance issued by the Corporate Governance ------------------------------------------------------------------------------------------------------- INFORTREND TECHNOLOGY INC Agenda: 700474721 CUSIP: Y40829106 Meeting Type: AGM Ticker: Meeting Date: 5/28/2004 ISIN: TW0002495009 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1.1 Receive the business operation result Mgmt For * report of the FY 2003 1.2 Receive the Supervisor s financial Mgmt For * review reports of FY 2003 1.3 Receive the report of meeting rules Mgmt For * for the Board of Directors for the FY 2003 2.1 Ratify the financial reports of FY Mgmt For * 2.2 Approve the allocation of net profit Mgmt For * 2.3 Approve the issue of new shares; cash Mgmt For * dividend: TWD 2.5 per share; stock dividend: FM R/E: 350/1000 2.4 Approve the partial amendments to the Mgmt For * Company s Articles 3. Others and extraordinary proposals Other For * ------------------------------------------------------------------------------------------------------- INTERNET AUCTION CO LTD Agenda: 700456002 CUSIP: Y4164Q109 Meeting Type: AGM Ticker: Meeting Date: 3/26/2004 ISIN: KR7043790005 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the financial statements Mgmt For * 2. Elect the Directors and the outside Mgmt For * Directors 3. Elect the Auditors Mgmt For * 4. Approve to limit the remuneration of Mgmt For * the Directors 5. Approve to limit the remuneration of Mgmt For * the Auditors 6. Amend the Articles of Incorporation Mgmt For * partially ------------------------------------------------------------------------------------------------------- IOI CORPORATION BHD Agenda: 700416692 CUSIP: Y41763106 Meeting Type: AGM Ticker: Meeting Date: 10/21/2003 ISIN: MYL1961OO001 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and adopt the Audited Mgmt For * Financial Statements for the financial year ended 30 June 2003 and the Reports of the Directors and Auditors thereon 2.a Re-elect Datuk Hj Mohd Khalil b Dato Mgmt For * Hj Mohd Noor as a Director retiring by rotation pursuant to Article 101 of the Company s Articles of 2.b Re-elect Mr Lee Cheng Leang as a Mgmt For * Director retiring by rotation pursuant to Article 101 of the Company s Articles of Association 3. Re-appoint Mr Chan Fong Ann, as a Mgmt For * Director who retires pursuant to Section 129(2) of the Companies Act, 1965 to hold office until the conclusion of the next AGM 4. Approve to increase in the payment of Mgmt For * Directors fees to RM 266,000, to be divided among the Directors in such manner as the Directors may determine 5. Re-appoint BDO Binder, the retiring Mgmt For * auditors and to authorise the Directors to fix their remuneration 6.1 Approve that pursuant to the Mgmt Abstain * Company s Executive Share Option Scheme (the Scheme) and the extension thereon, as approved by the Ordinary Resolution passed at the Extraordinary General Meeting held on 8 MAR 1995 and 27 MAR 2000 respectively, the Directors of the Company be and are hereby authorised in accordance with Section 132D of the Companies Act, 1965, to allot and issue shares in the Company from time to time in accordance with the 6.2 Approve that pursuant to Section 132D Mgmt Abstain * of the Companies Act, 1965, the Directors be and are hereby authorised with full powers to allot and issue shares in the Company from time to time and upon such terms and conditions and for such purposes as they may deem fit subject always to the approval of the relevant authorities being obtained for such issue and provided that the aggregate number of shares to be issued pursuant to this resolution does not exceed ten percent (10%) of the issued share capital for the time being of the Company and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company and that the Directors be and are also empowered to obtain the approval from the Kuala Lumpur Stock Exchange for the listing of and quotation for the additional shares so issued 6.3 Approve that, subject to compliance Mgmt For * with all applicable laws, regulations and the approval of all relevant authorities, approval be and is hereby given to the Company to utilise up to ten percent (10%) of the Group s latest audited shareholders equity, which comprises the issued and fully paid-up share capital and reserves of the Group to purchase up to ten percent (10%) of the issued and paid-up ordinary share capital of the Company (Proposed Purchase) as may be determined by the Directors of the Company from time to time through the Kuala Lumpur Stock Exchange (KLSE) upon such terms and conditions as the Directors may deem fit and expedient in the interest of the Company and shall be backed by the latest audited retained earnings and share premium reserves of the Company; and that at the discretion of the Directors of the Company, the shares of the Company to be purchased are to be cancelled and/or retained as treasury shares and distributed as dividends or resold on the KLSE; and that the Directors of the Company be and are hereby empowered generally to do all acts and things to give effect to the Proposed Purchase with full powers to assent to any condition, modification, revaluation, variation and/or amendment (if any) as may be imposed by the relevant authorities and/or do all such acts and things as the Directors may deem fit and expedient in the best interest of the Company; and that such authority shall commence immediately upon passing of this resolution until:(i) the conclusion of the next Annual General Meeting of the Company at which time the authority shall lapse unless by ordinary resolution passed at a general meeting, the authority is renewed either unconditionally or subject to conditions; (ii) the expiration of the period within which the next Annual General Meeting after that date is required by law to be held; or (iii) revoked or varied by ordinary resolution of the shareholders of the Company at a general meeting, whichever is earlier but not so as to prejudice the completion of purchase(s) by the Company before the aforesaid expiry date and, in any event, in accordance with the provisions of the KLSE Listing Requirements or any other relevant authorities 6.4 Approve that approval be and is Mgmt Abstain * hereby given for the renewal of Shareholders Mandate for the Company and its subsidiaries to enter into Recurrent Related Party Transactions of a revenue or trading nature which are necessary for day-to-day operations involving the interest of Directors, Major Shareholders or persons connected with the Directors and/or Major Shareholders of the Company and its subsidiaries ( Related Parties), as detailed in Section 3.4 of the Circular to Shareholders of the Company dated 29 September 2003 subject to the following: (a) the transactions are carried out in the ordinary course of business on normal commercial terms which are not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company; and (b) disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the Shareholders Mandate during the financial year, and that authority conferred by this resolution will commence immediately upon the passing of this Ordinary Resolution until: (i) the conclusion of the next Annual General Meeting of the Company, at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed; (ii) the expiration of the period within which the next Annual General Meeting after the date it is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (the Act) (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or (iii) revoked or varied by resolution passed by the shareholders in general meeting, whichever is the earlier. and that the Directors of the Company be and are hereby authorised to complete and do all such acts and things as they may consider expedient or necessary to give effect to the Proposed Renewal 7. Transact any other business of which Other For * due notice shall have been given ------------------------------------------------------------------------------------------------------- IOI CORPORATION BHD Agenda: 700419636 CUSIP: Y41763106 Meeting Type: EGM Ticker: Meeting Date: 10/23/2003 ISIN: MYL1961OO001 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve that, subject to approvals Mgmt For * being obtained from the Kuala Lumpur Stock Exchange (KLSE) for the listing of and quotation for the new ordinary shares to be issued hereunder and all other relevant authorities, the Company acquires 3,000,000 ordinary shares of MYR 1.00 each in and representing the entire issued and paid-up share capital of BA from Dato Lee Yeow Chor, Nagawan Development Sdn Bhd and Richard Koh Kin Lip for a purchase consideration of MYR 99,817,000 to be satisfied by MYR 29,945,100 cash and issuance of 13,436,903 new ordinary shares of MYR 0.50 each in IOI at an issue price of MYR 5.20 per share subject to the terms and conditions contained in the conditional sale and purchase agreement dated 19 MAR 2003 and as varied by a supplemental agreement dated 17 APR 2003 between IOI and Dato Lee Yeow Chor, Nagawan Development Sdn Bhd and Richard Koh Kin Lip which upon allotment and issue, shall rank pari passu in all respects with the existing issued and paid up ordinary shares in the Company except that they will not be entitled to any dividends, rights, allotments, distributions or dividends declared prior to their date of allotment; and authorize the Directors of the Company to complete and give effect to the Proposed Acquisition of BA and do all acts and things for and on behalf of the Company as they may consider necessary or expedient to give effect to the acquisition including but not limited to determining the terms and conditions of the acquisition, assenting to any conditions imposed by any relevant authority and effecting any modifications, variations and/or amendments pursuant thereto and all previous actions taken by the Board or any Director of the Board in connection with the 2. Approve that, subject to approvals Mgmt For * being obtained from the KLSE for the listing of and quotation for the new ordinary shares to be issued hereunder and all other relevant authorities, the Company acquires 4,000,000 ordinary shares of MYR 1.00 each in and representing the entire issued and paid-up share capital of Mayvin (Sabah) Sdn Bhd from Datuk Dr. Ong Ah Soon, Koon Kok Meng, Lai Ming Chun @ Lai Poh Lin, Lee Beng Teck, Lee Tian Wah@ Lim Siew Wah, Progressive Holdings Sdn Bhd, Rickoh Holdings Sdn Bhd, Right Lead Sdn Bhd, Dr Tan Kim Heung, Tan Kang Wye and Ng Kow @ Ng Hua Ming for a purchase consideration of MYR 102,212,000 to be satisfied by MYR 30,664,000 cash and issuance of 13,759,230 new ordinary shares of MYR 0.50 each in IOI at an issue price of MYR 5.20 per share subject to the terms and conditions contained in the conditional sale and purchase agreement dated 19 MAR 2003 between IOI and Datuk Dr. Ong Ah Soon, Koon Kok Meng, Lai Ming Chun @ Lai Poh Lin, Lee Beng Teck, Lee Tian Wah@ Lim Siew Wah, Progressive Holdings Sdn Bhd, Rickoh Holdings Sdn Bhd, Right Lead Sdn Bhd, Dr Tan Kim Heung, Tan Kang Wye and Ng Kow @ Ng Hua Ming which upon allotment and issue, shall rank pari passu in all respects with the existing issued and paid up ordinary shares in the Company except that they will not be entitled to any dividends, rights, allotments, distributions or dividends declared prior to their date of allotment, and authorize the Directors of the Company to complete and give effect to the Proposed Acquisition of MSSB and do all acts and things for and on behalf of the Company as they may consider necessary or expedient to give effect to the acquisition including but not limited to determining the terms and conditions of the acquisition, assenting to any conditions imposed by any relevant authority and effecting any modifications, variations and/or amendments pursuant thereto and all previous actions taken by the Board or any Director of the Board in 3. Approve that, subject to approvals Mgmt For * being obtained from the KLSE for the listing of and quotation for the new ordinary shares to be issued hereunder and all other relevant authorities, the Company acquires 5,000,000 ordinary shares of MYR 1.00 each in and representing the entire issued and paid-up share capital of Pine Capital from Agrimas Sdn Bhd, Lee Beng Teck, Richard Koh Kin Lip, Progressive Holdings Sdn Bhd, Right Lead Sdn Bhd and Rickoh Holdings Sdn Bhd and settlement of shareholders advances of MYR 6,000,000 for a total consideration of MYR 122,506,000 to be satisfied by MYR 36,751,800 cash and issuance of 16,491,192 new ordinary shares of MYR 0.50 each in the Company at an issue price of MYR 5.20 per share subject to the terms and conditions contained in the conditional sale and purchase agreement dated 19 MAR 2003 and as varied by a supplemental agreement dated 17 APR 2003 between IOI and Agrimas Sdn Bhd, Lee Beng Teck, Richard Koh Kin Lip, Right Lead Sdn Bhd, Rickoh Holdings Sdn Bhd and Progressive Holdings Sdn Bhd which upon allotment and issue, shall rank pari passu in all respects with the existing issued and paid up ordinary shares in the Company except that they will not be entitled to any dividends, rights, allotments, distributions or dividends declared prior to their date of allotment; and authorize the Directors of the Company to complete and give effect to the Proposed Acquisition of Pine Capital and do all acts and things for and on behalf of the Company as they may consider necessary or expedient to give effect to the acquisition including but not limited to determining the terms and conditions of the acquisition, assenting to any conditions imposed by any relevant authority and effecting any modifications, variations and/or amendments pursuant thereto and all previous actions taken by the Board or any Director of the Board in connection with the Proposed Acquisition of Pine Capital 4. Approve that, subject to approvals Mgmt For * being obtained from the KLSE for the listing of and quotation for the new ordinary shares to be issued hereunder and all other relevant authorities, the Company acquires 5,000,000 ordinary shares of MYR 1.00 each in and representing the entire issued and paid-up share capital of Right Purpose from Datuk Koh Kin Chee, Lucky Portfolio Sdn Bhd, Richard Koh Kin Lip and Rickoh Holdings Sdn Bhd for a purchase consideration of MYR 125,978,000 (subject to the aforesaid adjustment) (if any) to be satisfied by MYR 37,793,400 cash and issuance of 16,958,577 new ordinary shares of MYR 0.50 each in IOI at an issue price of MYR 5.20 per share subject to the terms and conditions contained in the conditional sale and purchase agreement dated 19 MAR 2003 between IOI and Datuk Koh Kin Chee, Lucky Portfolio Sdn Bhd, Richard Koh Kin Lip and Rickoh Holdings Sdn Bhd which upon allotment and issue, shall rank pari passu in all respects with the existing issued and paid up ordinary shares in the Company except that they will not be entitled to any dividends, rights, allotments, distributions or dividends declared prior to their date of allotment; and authorize the Directors of the Company to complete and give effect to the Proposed Acquisition of Right Purpose and do all acts and things for and on behalf of the Company as they may consider necessary or expedient to give effect to the acquisition including but not limited to determining the terms and conditions of the acquisition, assenting to any conditions imposed by any relevant authority and effecting any modifications, variations and/or amendments pursuant thereto and all previous actions taken by the Board or any Director of the Board in connection with the 5. Approve that, subject to approvals Mgmt For * being obtained from the KLSE for the listing of and quotation for the new ordinary shares to be issued hereunder and all other relevant authorities, the Company acquires 500,000 ordinary shares of MYR 1.00 each in and representing the entire issued and paid-up share capital of MISB from Nagawan Development Sdn Bhd, Rickoh Holdings Sdn Bhd, Right Lead Sdn Bhd, Richard Koh Kin Lip and Ng Kow @ Ng Hua Ming for a purchase consideration of MYR 85,127,000 to be satisfied by MYR 25,538,100 cash and issuance of 11,459,403 new ordinary shares of MYR 0.50 each in IOI at an issue price of MYR 5.20 per share subject to the terms and conditions contained in the conditional sale and purchase agreement dated 19 MAR 2003 between IOI and Nagawan Development Sdn Bhd, Rickoh Holdings Sdn Bhd, Right Lead Sdn Bhd, Richard Koh Kin Lip and Ng Kow @ Ng Hua Ming which upon allotment and issue, shall rank pari passu in all respects with the existing issued and paid up ordinary shares in the Company except that they will not be entitled to any dividends, rights, allotments, distributions or dividends declared prior to their date of allotment; and authorize the Directors of the Company to complete and give effect to the Proposed Acquisition of MISB and do all acts and things for and on behalf of the Company as they may consider necessary or expedient to give effect to the acquisition including but not limited to determining the terms and conditions of the acquisition, assenting to any conditions imposed by any relevant authority and effecting any modifications, variations and/or amendments pursuant thereto and all previous actions taken by the Board or any Director of the Board in connection with the Proposed 6. Authorize the Company and the Mgmt For * Directors, subject to the approvals of the relevant authorities, to adopt the amendments to the Bye-laws governing and constituting IOI Corporation Berhad s ESOS; and authorize the Company and the Directors with full powers to assent to any modification or amendments as may be required or permitted by any relevant authorities as they deem fit and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the amendments to the Bye- ------------------------------------------------------------------------------------------------------- JAHWA ELECTRONICS CO LTD Agenda: 700457775 CUSIP: Y4253R109 Meeting Type: AGM Ticker: Meeting Date: 3/19/2004 ISIN: KR7033240003 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the financial statements Mgmt For * 2. Elect the Directors Mgmt For * 3. Elect the Auditors Mgmt For * 4. Approve the decision of limit of Mgmt Abstain * remuneration for the Directors 5. Approve the decision of limit of Mgmt For * remuneration for the Auditors ------------------------------------------------------------------------------------------------------- JIANGSU EXPRESSWAY CO LTD Agenda: 700515008 CUSIP: Y4443L103 Meeting Type: AGM Ticker: Meeting Date: 6/28/2004 ISIN: CN0009076356 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the Directors report of the Mgmt For * Company for the YE 31 DEC 2003 10. Transact other business Other For * 2. Approve the Supervisors report of the Mgmt For * Company for the YE 31 DEC 2003 3. Approve the audited accounts and the Mgmt For * report from the Auditors for the YE 31 DEC 2003 4. Approve the profit distribution Mgmt For * scheme in respect of the final dividend of CNY 0.145 per share for the YE 31 DEC 2003; the Company recorded a net profit amounted to CNY 950.530.727 after taxation of CNY 1,005,773,000; after appropriation of 10% statutory surplus reserve fund and 5% statutory public welfare fund and adding a retained profit of CNY 1,145,819,878 as the beginning of the year, the total distributable profit amounted to CNY 1,277,509,496 5. Appoint Deloitte Touche Tohmastu Mgmt For * Certified Public Accounts Limited and Deloitte Touche Tohmastu as the Company PRC and International Auditors for the FY 2004 and to fix the aggregate remuneration at CNY 1.18 million 6. Appoint Mr. Xie Jia Quan as a Mgmt For * Director of the Company and approve the service contract to be entered between Mr. Xie and the Company until the date of the AGM to be held in 7. Approve the investment by the Company Mgmt For * of CNY 10.54 billion in the widening of the existing four-lane dual carriageway of the Jiangsu section of Shanghai-Nanjing Expressway into an eight-lane dual expressway and authorize the Directors of the Company to take any action and sign any documents, contracts, agreements in relation to the widening 8. Approve to pay CNY 6,423,000 to the Mgmt For * employees qualified under the cash housing allowance scheme in this year S.9 Amend the Articles of Association of Mgmt For * the Company by inserting a new sub- class (3) to the Article 76 and by replacing the existing Article 101(2) ------------------------------------------------------------------------------------------------------- JIANGSU EXPRESSWAY CO LTD Agenda: 700461116 CUSIP: Y4443L103 Meeting Type: EGM Ticker: Meeting Date: 3/23/2004 ISIN: CN0009076356 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Appoint Deloitte Touche Tomhatsu CPA Mgmt For * Ltd. and Deloitte Touche Tomhatsu as the Company s Domestic and Overseas Auditors at a total remuneration of CNY 1,180,000 per annum S.2 Amend the Articles of Association as Mgmt Abstain * follows: (a) by amending the Original Article 77 (No. 65 of the Mandatory Provisions); (b) by amending the Original Article 101; (c) by amending the Original Article 125; and (d) by adding Clause V to the Original Article 103 ------------------------------------------------------------------------------------------------------- KAULIN MANUFACTURING CO LTD Agenda: 700496082 CUSIP: Y4590M102 Meeting Type: AGM Ticker: Meeting Date: 6/18/2004 ISIN: TW0001531002 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve to report the 2003 business Mgmt For * operations and financial statements 10. Other issues and extraordinary Mgmt For * 2. Approve to report the 2003 Audited Mgmt For * reports 3. Approve the 2003 financial statements Mgmt For * 4. Approve the 2003 profit distribution Mgmt For * 5. Approve the issuance of new shares Mgmt For * from retained earnings 6. Approve the revision to the Articles Mgmt For * of Incorporation 7. Approve the revision to the Directors Mgmt Abstain * and Supervisors election rules 8. Approve the revision to the Board Mgmt Abstain * meeting rules 9. Approve the abolishment to the Mgmt Abstain * Supervisors meeting rules ------------------------------------------------------------------------------------------------------- KING YUAN ELECTRONICS CO LTD Agenda: 700475925 CUSIP: Y4801V107 Meeting Type: AGM Ticker: Meeting Date: 6/1/2004 ISIN: TW0002449006 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1.1 Receive the report on the business Mgmt For * operation result for the FY 2003 1.2 Receive the Supervisors financial Mgmt For * review report of FY 2003 1.3 Receive the report the reasons and Mgmt For * relevant things of issuing second overseas convertible bonds 2.1 Approve to ratify the business Mgmt For * operation result and financial reports of the FY 2003 2.2 Approve the allocation of net profit Mgmt For * as follows: TWD 0.178 per share; stock dividend: FM R/E: 71/1000 3.1 Amend the Company s Articles Mgmt Abstain * 3.2 Approve to buy machines, preparing to Mgmt Abstain * transfer the profit of 2003 to the capital 3.3 Amend the Company s Articles Mgmt Abstain * ------------------------------------------------------------------------------------------------------- KOREA ELECTRIC TERMINAL CO LTD Agenda: 700459945 CUSIP: Y4841B103 Meeting Type: AGM Ticker: Meeting Date: 3/19/2004 ISIN: KR7025540006 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the financial statements Mgmt For * 2. Approve the partial amendment to the Mgmt For * Articles of Incorporation (change of business objectives: include the field of real estate) 3. Elect the Directors (including Mgmt For * External Directors) 4. Elect the Auditors Mgmt For * 5. Approve the remuneration limit for Mgmt Abstain * the Directors 6. Approve the remuneration limit for Mgmt For * the Auditors ------------------------------------------------------------------------------------------------------- KOREA EXCHANGE BANK Agenda: 700408203 CUSIP: Y48585106 Meeting Type: EGM Ticker: Meeting Date: 9/16/2003 ISIN: KR7004940003 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- PLEASE NOTE THAT THIS IS AN AMENDMENT Non- TO MEETING ID #110073 DUE TO THE Voting ADDITION OF RESOLUTION NOS. 2, 3 AND 4. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. 1. Approve to issue stocks below par Mgmt Abstain * value and the bottom issuance price of stocks at KRW 2,630 2. Approve the partial amendment to the Mgmt Abstain * Articles of Incorporation 3. Elect the Directors Mgmt For * 4. Elect the Directors who are members Mgmt For * of an Audit Committee ------------------------------------------------------------------------------------------------------- KOREA GAS CORPORATION Agenda: 700364285 CUSIP: Y48861101 Meeting Type: EGM Ticker: Meeting Date: 7/25/2003 ISIN: KR7036460004 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Elect the President of the Company Mgmt For * 2. Approve the contract of the business Mgmt Abstain * with the President 3. Amend the Articles of Incorporation Mgmt Abstain * partially ------------------------------------------------------------------------------------------------------- KOREA GAS CORPORATION Agenda: 700408443 CUSIP: Y48861101 Meeting Type: EGM Ticker: Meeting Date: 9/5/2003 ISIN: KR7036460004 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- PLEASE NOTE THAT THIS IS AN AMENDMENT Non- TO MEETING #111880 DUE TO A CHANGE Voting IN THE VOTING STATUS OF THE RESOLUTIONS 1.1 AND 1.2. PLEASE ALSO NOTE THE NEW CUTOFF DATE. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. 1.1 Elect Mr. Jongsool Kim as Assistant Mgmt Abstain * President of Korea Gas (KOGAS) 1.2 Elect Mr. Kanghyun Oh as President of Mgmt no action Kangwonland 2 Approve the contract of business with Mgmt For * the President 3. Approve the partial amendments to the Mgmt For * Articles of Incorporation ------------------------------------------------------------------------------------------------------- KUMGANG KOREA CHEM CO LTD Agenda: 700455733 CUSIP: Y50410102 Meeting Type: AGM Ticker: Meeting Date: 2/27/2004 ISIN: KR7002380004 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the financial statements Mgmt no action 2. Approve the partial amendment to the Mgmt no action Articles of Incorporation 3.1 Elect Mr. Hyun-Won Ahn as a Director Mgmt no action 3.2 Elect Mr. Jae-Joon Kimas as a Mgmt no action 3.3 Elect Mr. Keon-Il Kim as a Director Mgmt no action 4. Approve the limit of remuneration for Mgmt no action the Directors ------------------------------------------------------------------------------------------------------- LARGAN PRECISION CO LTD Agenda: 700522558 CUSIP: Y52144105 Meeting Type: AGM Ticker: Meeting Date: 6/11/2004 ISIN: TW0003008009 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- PLEASE NOTE THAT THIS IS AN AMENDMENT Non- TO MEETING # 136161 DUE TO Voting ADDITIONAL RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. I.1 Approve the business report for 2003 Mgmt no action I.2 Approve the Supervisors audit report Mgmt no action I.3 Approve the status of investment in Mgmt no action Mainland China I.4 Approve the status of investment in Mgmt no action others II.1 Acknowledge the financial statements Mgmt no action and the business reports for 2003 II.2 Approve the distribution of earnings Mgmt no action for 2003; cash dividend: TWD 6 per share III.1 Approve to increase the capital by Mgmt no action issuing new shares from retained earnings and employee s bonus; bonus issue for retained earning: TWD 0.1 per share withholding tax TWD 20 III.2 Amend the partial Articles of Mgmt no action Incorporation IV. Re-elect the 12th Directors and the Mgmt no action Supervisors V. Approve to lift the restriction on Mgmt no action the Directors duty for non- competition with other Company. VI. Other proposals and motion Other no action ------------------------------------------------------------------------------------------------------- LG ENGINEERING & CONSTRUCTION CO LTD Agenda: 700457989 CUSIP: Y5275B105 Meeting Type: AGM Ticker: Meeting Date: 3/17/2004 ISIN: KR7006360002 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the financial statements, the Mgmt For * disposition of retained earnings and the statement of profit and loss dividend of KRW 1,250 per common 2. Elect the Directors Mgmt For * 3. Elect the Members of the Audit Mgmt For * Committee 4. Approve the limit of remuneration for Mgmt For * the Directors ------------------------------------------------------------------------------------------------------- LG INSURANCE CO LTD Agenda: 700522685 CUSIP: Y5275Z102 Meeting Type: AGM Ticker: Meeting Date: 6/10/2004 ISIN: KR7002550002 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the financial statements Mgmt no action 2. Amend the Articles of Incorporation Mgmt no action 3. Appoint the Directors Mgmt no action 4. Approve the remuneration limit for Mgmt no action the Directors ------------------------------------------------------------------------------------------------------- MOSER-BAER (INDIA) LTD Agenda: 700449956 CUSIP: Y61392117 Meeting Type: EGM Ticker: Meeting Date: 2/5/2004 ISIN: INE739A01015 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve, pursuant to Section 94 of Mgmt no action the Companies Act, 1956, to increase the authorized share capital of the Company from INR 1,10,00,00,000 Rupees One Hundred and Ten Crores only divided into 10,25,00,000 Ten Crores and Twenty Five Lacs equity shares of INR 10 each and 7,50,000 Seven Lacs and Fifty Thousand preference shares of INR 100 each to INR 1,50,00,00,000 Rupees One Hundred and Fifty Crores only divided into 14,25,00,000 Fourteen Crores and Twenty Five Lacs equity shares of INR 10 each and 7,50,000 Seven Lacs and Fifty Thousand preference shares of INR 100 each 2. Approve, pursuant to Section 16 read Mgmt no action with Section 94 of the Companies Act, 1956, to amend the existing Clause V of the Memorandum of Association of the Company by substituting the existing Clause with the new Clause S.3 Approve, pursuant to Section 31 and Mgmt no action other applicable provisions of Companies Act, 1956, to amend the existing Clause 5(a) of the Articles of Association of the Company by substituting the existing Clause with the new Clause S.4 Approve, in accordance with the Mgmt no action provisions of Section 81(1A) and other applicable provisions, if any, of the Companies Act, 1956, the consent of the Company be and is hereby accorded to the Board of Directors of the Company, to issue under the Employees Stock Option Plan of the Company, which Plan be and is hereby approved, such number of equity shares in the Company as may be decided by the Board but not exceeding 4,400,000 equity shares, to its employees and Directors other than promoter Directors, whether in India or abroad, whether they are shareholders of the Company or not and the Employee Stock Option Plan(s), as the Board may in its absolute discretion think fit keeping in view the requirements of SEBI (ESOS and ESPS) Guidelines, 1999 in force; b) to authorize the Board to take necessary steps for listing of the shares allotted under the Employees Stock Option Plan(s), on the Stock Exchanges where the Company s existing shares are listed, as per the terms and conditions of the listing agreement with the concerned Stock Exchanges and other applicable guidelines, rules and regulations; c) to authorize the Board to delegate all or any of the powers herein conferred including the power to sub- delegate to any Committee of Directors of the Company to give effect to the aforesaid resolution; and d) to authorize the Board to do all things necessary, expedient and requisite and to take such action as may be necessary or expedient to formulate or amend or alter or adopt any modifications or re-define the proposal or scheme or plan of Employees Stock Option based on the guidelines issued by the Securities and Exchange Board of India or any other statutory authority, from time to time or otherwise and settle all questions and difficulties that may S.5 Approve, in accordance with the Mgmt no action provisions of Section 81(1A) and other applicable provisions, if any, of the Companies Act, 1956, consent of the Company be and is hereby accorded to the Board of Directors of the Company, to issue under the Employees Stock Option Scheme of the Company, which plan be and is hereby approved, such number of equity shares in the Company within the aggregate limit of 4,400,000 equity shares as referred to in Resolution at number 4, as may be decided by the Board, to employees and Directors of subsidiary Companies whether Indian subsidiary or foreign Subsidiary of the Company, whether they are shareholders of the Company or not, at such price and other terms and conditions as the Board may in its absolute discretion think fit keeping in view the requirements of SEBI (ESOS and ESPS) Guidelines, 1999 in force; b) to authorize the Board to take necessary steps for listing of the shares allotted under the Employees Stock Option Plan(s), on the Stock Exchanges where the Company s existing shares are listed, as per the terms and conditions of the listing agreement with the concerned Stock Exchanges and other applicable guidelines, rules and regulations; c) to authorize the Board to delegate all or any of the powers herein conferred including the power to sub- delegate to any Committee of Directors of the Company to give effect to the aforesaid resolution; and d) to authorize the Board to do all things necessary, expedient and requisite and to take such action as may be necessary or expedient to formulate or amend or alter or adopt any modifications or re-define the proposal or scheme or plan of Employees Stock Option based on the guidelines issued by the Securities and Exchange Board of India or any other statutory authority, from time to time or otherwise and settle all questions and difficulties that may arise during the course of S.6 Approve, pursuant to Section 81(1A) Mgmt no action and other applicable provisions of the Companies Act, 1956, relevant guidelines of the Securities and Exchange Board of India, listing agreement entered into with the stock exchanges and any other applicable laws/rules/regulations and subject to the consent/approval of any other authorities/ institutions, consent of the Company be and is hereby accorded to create, offer, issue and allot up to 147,000 American Depository Receipts ADRs/Global Depository Receipts GDRs, so that the total number of equity shares to be issued by the Company does not exceed 14,700,000 equity shares, with the Securities being issued on a preferential basis to various institutional investors including but not limited to existing shareholders such as Electra Partners Mauritius Limited, International Finance Corporation or Warburg Pincus LLC or the affiliates of each of them, at a premium of not less than INR 319 per share of nominal value of INR 10 each, such terms and conditions as may be decided and deemed appropriate by the Board of Directors of the Company at the time of issue or allotment; b) that the aggregate issue of equity shares by the Company pursuant to Resolutions in Item Nos. 6, 7 and 8 shall not exceed 20,100,000 equity shares, and authorize the Board to decide the number and combination of issue of one or more such instruments subject to the maximum number of equity shares set forth above; c) to authorize the Board in its entire discretion to decide either to proceed with the issue of the Securities, including the size and relative components of the same and to settle all questions, difficulties or doubts that may arise in the issue, offer or allotment of Securities and in complying with the applicable law/regulations/guidelines as it may in its absolute discretion deem fit, without being required to seek any further clarification, consent or approval of the members, or otherwise, to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution; d) to authorize the Board to appoint and enter into and execute all such arrangements/agreements with any Lead Managers/Underwriters/ Guarantors/ Depositories/ Custodians and all such agents as may be involved or concerned in the issue and to remunerate all such agents including by way of payment of commission, brokerage, fees, expenses incurred in relation to the issue of Securities and other expenses, if any, or the like; f) authorize the Board and other designated officers of the Company on behalf of the Company, to do all such acts, agreements, deeds, documents, incur costs in connection with the issue and to do things as it may at its discretion deem necessary or desirable for such purpose including without limitation, circulation of an offer document, listing of the Securities and entering into documents including but not limited to underwriting, indemnification, escrow, marketing and depository arrangements in connection with the issue, as it may in its absolute discretion deem fit and is hereby authorized to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary or desirable and to settle any questions, difficulty or doubt that may arise in regard to the offering, issue, allotment and utilization of the issue proceeds, as it may, in its Absolute discretion, deem fit and proper; and g) authorize the Board to delegate all or any of the powers herein conferred to any committee of Directors or Senior Executive(s)/ S.7 Approve, pursuant to Section 81(1A) Mgmt no action and other applicable provisions of the Companies Act, 1956, relevant guidelines of the Securities and Exchange Board of India, listing agreement entered into with the stock exchanges and any other applicable laws/rules/regulations and subject to the consent/approval of any other authorities/institutions, to create, offer, issue and allot up to 5,400,000 equity shares of the Company on a preferential basis to Woodgreen Investment Ltd., or any other affiliates of Warburg Pincus LLC, at a premium of not less than INR 319 per share of nominal value of INR 10 each, on such terms and conditions as may be decided and deemed appropriate by the Board of Directors of the Company at the time of issue or allotment; b) that the relevant date in relation to the equity shares for the purpose of the Securities and Exchange Board of India Guidelines, 2000 would be 06 JAN 2004, being the date 30 days prior to the date of this resolution; c) the aggregate issue of equity shares by the Company pursuant to Resolutions in Items Nos. 6, 7 and 8 shall not exceed 20,100,000 equity shares, and authorize the Board to decide the number and combination of issue of one or more such instruments subject to the maximum number of equity shares set forth above; d) the equity shares shall be locked in for a period of one year from the date of their allotment; e) to authorize the Board in its entire discretion to decide either to proceed with the issue of the equity shares, including the size and relative components of the same and to settle all questions, difficulties or doubts that may arise in the issue, offer or allotment of equity shares and in complying with the applicable law/regulations/guidelines as it may in its absolute discretion deem fit, without being required to seek any further clarification, consent or approval of the members, or otherwise, to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution; f) to authorize the Board and other designated officers of the Company on behalf of the Company, to do all such acts, agreements, deeds, documents, incur costs in connection with the issue and to do things as it may at its discretion deem necessary or desirable for such purpose including without limitation, circulation of an offer document, listing of the equity shares and entering into documents including in connection with the issue, as it may in its absolute discretion deem fit and is hereby authorized to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary or desirable and to settle any questions, difficulty or doubt that may arise in regard to the offering, issue, allotment and utilization of the issue proceeds, as it may, in its absolute discretion, deem fit and proper; and g) authorize the Board to delegate all or any of the powers herein conferred to any committee of Directors or Senior Executive(s)/ S.8 Approve, pursuant to Section 81(1A) Mgmt no action and other applicable provisions of the Companies Act, 1956, relevant guidelines of the Securities and Exchange Board of India, listing agreement entered into with the stock exchanges and any other applicable law/rules/regulations and subject to the consent/approval of any other authorities/ institutions, consent of the Company be and is hereby accorded to create, offer, issue and allot up to 5,400,000 warrants, so that the total number of equity shares to be issued by the Company upon conversion does not exceed 5,400,000 equity shares, with the Warrants being issued on a preferential basis to Woodgreen Investment Ltd., or any other affiliates of Warburg Pincus LLC, at a premium of not less than INR 319 per share of nominal value of INR 10 each, on such terms and conditions as may be decided and deemed appropriate by the Board of Directors of the Company at the time of issue or allotment; b) that the relevant date in relation to the warrants for the purpose of the Securities and Exchange Board of India Guidelines, 2000 would be 06 JAN 2004, being the date 30 days prior to the date of passing of this resolution; c) that issue of warrants, if any, as above, shall be subject to the following terms and conditions: 1) the warrants shall be convertible any time within a period of 18 months from the date of their issuance; 2) each warrant shall be convertible into one equity share of INR 10 each, of the Company; 3) the warrant holders shall, on the date of allotment, pay an amount equivalent to 10% of the total consideration for the Warrants; 4) the warrant holders shall, on the date of conversion, pay the balance 90% of the consideration; in the event that the option of conversion is not exercised by the warrant holders, then the 10% consideration paid at the time of allotment of the Warrants shall be forfeited; 5) the number of Warrants and the price per warrant shall be appropriately adjusted for corporate actions such as bonus issue, rights issue, stock split, merger, demerger, transfer of undertaking, sale of a division or any such capital or corporate restructuring; 6) the Warrants shall be locked in for a period of one year from the date of their allotment, provided that the lock-in on shares acquired by exercise of Warrants shall be reduced to the extent the Warrants have already been locked-in; d) that the Company ensure that whilst any Warrants remain exercisable, it will at all times keep available and reserved such part of its authorized but unissued share capital as would enable all outstanding Warrants to be satisfied in full; e) that the aggregate issue of equity shares by the Company pursuant to Items 6, 7 and 8 shall not exceed 20,100,000 equity shares, and authorize the Board to decide the number and combination of issue of one or more such instruments subject to the maximum number of equity shares set forth above; f) to authorize the Board in its entire discretion to decide either to proceed with the issue of the Warrants, including the size and relative components of the same and to settle all questions, difficulties or doubts that may arise in the issue, offer or allotment of Warrants and in complying with the applicable law/regulations/guidelines as it may in its absolute discretion deem fit, without being required to seek any further clarification, consent or approval of the members, or otherwise, to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution; g) to authorize the Board and other designated officers of the Company behalf of the Company, to do all such acts, agreements, deeds, documents, incur costs in connection with the issue and to do things as it may at its discretion deem necessary or desirable for such purpose including without limitation, circulation of an offer document, listing of the equity shares and entering into documents including in connection with the issue, as it may in its absolute discretion deem fit and is hereby authorized to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary or desirable and to settle any questions, difficulty or doubt that may arise in regard to the offering, issue, allotment and utilization of the issue proceeds, as it may, in its absolute discretion, deem fit and proper; and h) to authorize the Board to delegate all or any of the powers herein conferred to any committee of S.9 Approve that, in supersession of the Mgmt no action resolution passed by the Company at the EGM, consent of the Company be and is hereby accorded to increase the shareholding of Foreign Institutional Investors up to 74% of the total paid-up equity share ------------------------------------------------------------------------------------------------------- MOATECH CO LTD Agenda: 700466635 CUSIP: Y6140J109 Meeting Type: AGM Ticker: Meeting Date: 3/25/2004 ISIN: KR7033200007 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the financial statement Mgmt no action 2. Elect the Directors Mgmt no action 3. Elect the Auditors Mgmt no action 4. Approve the remuneration limit for Mgmt no action the Directors 5. Approve the remuneration limit for Mgmt no action the Auditors ------------------------------------------------------------------------------------------------------- NESTLE INDIA LTD Agenda: 700488554 CUSIP: Y6268T111 Meeting Type: AGM Ticker: Meeting Date: 4/30/2004 ISIN: INE239A01016 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive, consider and adopt the Mgmt For * balance sheet as at 31 DEC 2003 and the profit and loss account for the YE on that date together with the reports of the Directors and the Auditors thereon 2. Declare the two interim dividends Mgmt For * aggregating to INR 20.00 per equity share, already paid for the YE 31 DEC 2003 3. Re-appoint Mr. Tejendra Khanna as a Mgmt For * Director, who retires by rotation 4. Appoint the Auditors and fix their Mgmt For * remuneration ------------------------------------------------------------------------------------------------------- NIEN HSING TEXTILE CO LTD Agenda: 700475406 CUSIP: Y6349B105 Meeting Type: AGM Ticker: Meeting Date: 5/27/2004 ISIN: TW0001451003 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1.1 Receive the business report of 2003 Mgmt For * 1.2 Receive the Supervisor s review Mgmt For * report of 2003 1.3 Receive the revision of rules for the Mgmt For * Director s meeting 1.4 Receive the report of the amount of Mgmt For * endorsement and the guarantee as the end of 2003 2.1 Acknowledge 2003 audited financial Mgmt For * statement 2.2 Acknowledge 2003 earnings Mgmt For * distribution cash dividend: TWD 2.2 per shares 3.1 Approve to discuss the revision of Mgmt For * the Articles of Incorporation 3.2 Approve to discuss the revision of Mgmt For * rules for the shareholder s meeting 4. Other extraordinary motions Other Abstain * ------------------------------------------------------------------------------------------------------- PT INDOCEMENT TUNGGAL PRAKARSA TBK Agenda: 700538246 CUSIP: Y7127B135 Meeting Type: AGM Ticker: Meeting Date: 6/23/2004 ISIN: ID1000061302 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the Company s annual report Mgmt For * and ratify the Company s consolidated annual accounts for the year 2003 2. Approve the appropriation of the Mgmt For * Company s net profit for the year 3. Appoint the Public Accountant firm to Mgmt For * audit the Company s book for the FY 2004 4. Approve to the change in the Mgmt For * composition of the Company s Board of Directors and the Board of Commissioners ------------------------------------------------------------------------------------------------------- PT INDOCEMENT TUNGGAL PRAKARSA TBK Agenda: 700434272 CUSIP: Y7127B135 Meeting Type: EGM Ticker: Meeting Date: 12/3/2003 ISIN: ID1000061302 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the restructuring the Company Mgmt For * Board of Directors ------------------------------------------------------------------------------------------------------- S1 CORPORATION Agenda: 700453905 CUSIP: Y75435100 Meeting Type: AGM Ticker: Meeting Date: 2/27/2004 ISIN: KR7012750006 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the financial statements Mgmt no action 2. Elect the Directors Mgmt no action 3. Elect the Auditors Mgmt no action 4. Determine the remuneration limit of Mgmt no action the Directors 5. Determine the remuneration limit of Mgmt no action the Auditors 6. Approve the enactment of standard for Mgmt no action the adjustment of stock options ------------------------------------------------------------------------------------------------------- SEMBCORP LOGISTICS LTD Agenda: 700497553 CUSIP: Y8144Q113 Meeting Type: AGM Ticker: Meeting Date: 4/29/2004 ISIN: SG1J98892651 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- Transact any other business Non- Voting 1. Receive and adopt the Directors Mgmt For * report and the audited accounts for the YE 31 DEC 2003 and the Auditors Report thereon 10. Authorize the Company, its Mgmt For * subsidiaries and associated Companies or any one of them, for the purposes of Chapter 9 of the Listing Manual of the SGX-ST, to enter into any such transactions falling within the categories of interested person transactions with any party who falls within the classes of interested persons provided that such transactions are carried out at arm s length and on normal commercial terms and authorize the Directors to do all such acts and things deemed necessary including executing such documents as may be required to give effect to this mandate and/or resolution; Authority expires at the next AGM of the Company 2. Declare a gross final dividend of SGD Mgmt For * 2.75 cents per share less income tax for the YE 31 DEC 2003 3. Re-elect Mr. Barry Desker as a Mgmt For * Director of the Company, who retires by rotation pursuant to Article 93 of the Company s Articles of 4. Re-elect Mr. Klaus Herms as a Mgmt For * Director of the Company, who retires by rotation pursuant to Article 93 of the Company s Articles of 5. Re-elect Mr. Lim Kok Hoong, Steven as Mgmt For * a Director of the Company, who retires by rotation pursuant to Article 99 of the Company s Articles 6. Approve to pay SGD 284,000 as the Mgmt For * Directors fees for the YE 31 DEC 7. Re-appoint Messrs. KPMG as the Mgmt For * Auditors of the Company and authorize the Directors to fix their 8. Authorize the Directors, pursuant to Mgmt Against * the Articles of Association of the Company and the Listing Manual of the Singapore Exchange Securities Trading Limited SGX-ST, to allot and issue shares in the Company by way of rights, bonus or otherwise, the aggregate number of shares issued not exceeding 50% of the issued share capital of the Company, of which the aggregate number of shares to be issued other than on a pro-rata basis to the existing shareholders of the Company does not exceed 20% of the issued share capital of the Company and the percentage of issued share capital shall be calculated based on the Company s issued share capital at the date of passing of this resolution after adjusting for new shares arising from the conversion of convertible securities or employee share options on issue and any subsequent consolidation or subdivision of shares; Authority expires the earlier of the conclusion of the next AGM of the Company or the date of the next AGM of the 9. Authorize the Directors, to offer and Mgmt For * grant options in accordance with the provisions of the SembCorp Logistics Share Option Plan Share Option Plan and/or to grant awards in accordance with the provisions of the SembCorp Logistics Performance Share Plan Performance Share Plan and/or the SembCorp Logistics Restricted Stock Plan Restricted Stock Plan together, the Share Plans; and allot and issue from time to time such number of shares of SGD 0.25 each in the capital of the Company as may be required to be issued pursuant to the exercise of options under the Share Option Plan and/or such number of fully paid shares as may be required to be issued pursuant to the vesting of awards under the Performance Share Plan and/or the Restricted Stock Plan, the aggregate number of shares to be issued pursuant to the Share Plans not exceeding 15% of the issued share capital of the Company ------------------------------------------------------------------------------------------------------- TAEYOUNG CORPORATION Agenda: 700463689 CUSIP: Y8366E103 Meeting Type: AGM Ticker: Meeting Date: 3/19/2004 ISIN: KR7009410002 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the Financial Statements; Mgmt For * expected cash dividend-KRW 1,000 per ordinary shares, KRW 1,050 per preferred share 2. Approve the partial amendment to the Mgmt For * Articles of Incorporation: regarding the change and addition of business objectives 3. Elect the Directors Mgmt For * 4. Determine the limit of remuneration Mgmt Abstain * for the Directors 5. Determine the limit of remuneration Mgmt For * for the Auditors ------------------------------------------------------------------------------------------------------- TAIWAN GREEN POINT ENTERPRISES CO LTD Agenda: 700495799 CUSIP: Y8421D108 Meeting Type: AGM Ticker: Meeting Date: 6/15/2004 ISIN: TW0003007001 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1.1 Approve the report of business Mgmt For * operation result of FY 2003 1.2 Approve the Supervisors review Mgmt For * financial reports of FY 2003 1.3 Approve to report the status of Mgmt For * issuing the unsecured convertible Company bonds 2.1 Ratify the business operation result Mgmt For * and the financial reports of FY 2003 2.2 Ratify the net profit allocation Mgmt For * 3.1 Amend the Company Articles Mgmt For * 3.2 Approve the issuing of new shares Mgmt For * cash dividend: TWD 2.7 per share, stock dividend:180/1000 3.3 Approve to purchase duty insurance of Mgmt For * the Directors and the Supervisors 3.4 Amend the operation procedures of Mgmt Abstain * acquisition and disposal of assets 3.5 Amend the operation procedures of Mgmt Abstain * lending funds to others 3.6 Amend the operation procedures of Mgmt Abstain * endorsements/ guarantees 4. Others and extraordinary proposals Other For * ------------------------------------------------------------------------------------------------------- TATA POWER CO LTD Agenda: 700560762 CUSIP: Y85481128 Meeting Type: AGM Ticker: Meeting Date: 6/29/2004 ISIN: INE245A01013 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive, consider and adopt the Mgmt no action audited profit and loss account for the YE 31 MAR 2004 and the balance sheet as at that date together with the report of the Directors and the Auditors thereon 2. Declare a dividend on equity shares Mgmt no action 3. Re-appoint Dr. H.S. Vachha as a Mgmt no action Director, who retires by rotation 4. Re-appoint Mr. R.N. Tata as a Mgmt no action Director, who retires by rotation 5. Appoint Mr. R.K. Misra as a Director Mgmt no action of the Company, pursuant to Article 131 of the Articles of Association of the Company 6. Appoint Mr. A.J. Engineer as a Mgmt no action Director of the Company, under Section 260 of the Companies Act, 7. Approve that subject to the Mgmt no action provisions of Section 94 of the Companies Act, 1956 and the Company s Articles of Association, 71,00,000 cumulative redeemable preference shares of INR 100 each of the Company be cancelled and that Clause VI of the Memorandum of Association of the Company be altered accordingly; and that the equity share capital of the Company be increased from INR 229,00,00,000 divided into 22,90,00,000 equity shares of INR 10 each to INR 300,00,00,000 divided into 30,00,00,000 equity shares of INR 10 each by the creation of 7,10,00,000 equity shares of INR 10 each and that Clause VI of the Memorandum of Association of the Company be altered accordingly 8. Approve that pursuant to the Mgmt no action provisions of Section 16 and other applicable provisions, if any, of the Companies Act, 1956 the Memorandum of Association of the Company be altered by substituting the existing Clause VI as under: the said capital is divided into 2,29,00,000 cumulative redeemable preference shares of INR 100 each and 30,00,00,000 equity shares of INR 10 S.10 Approve that in accordance with the Mgmt no action provisions of Section 81 and other applicable provisions, if any, of the Companies Act 1956 Act, and subject to such consents and such other approvals as may be necessary and subject to such conditions and modifications as may be considered necessary by the Board of Directors hereinafter referred to as the Board which term shall be deemed to include any Committee thereof for the time being exercising the powers conferred on the Board by this resolution or as may be prescribed or made, in granting such consents and approvals and which may be agreed to by the Board, the consent of the Company be accorded to the Board to offer, issue and allot in one or more tranches, by way of private placement or otherwise, in the course of International offering(s) in the International Market to Foreign Investors, including Foreign Institutions, Non-Resident Indians, Corporate Bodies, Mutual Funds, Banks, Insurance Companies, Pension Funds, individuals or otherwise, whether shareholders of the Company or not, debentures/bonds linked to equity shares and/or foreign currency convertible bonds and/or bonds with share warrants attached hereinafter collectively referred to as securities, secured or unsecured at such price or prices so however that the total amount raised through the aforesaid securities should not exceed USD 500 million; that in case of any equity linked securities issue/offer, the Board be authorized to issue and allot such number of equity shares as may be required to be issued and allotted upon conversion of any such securities referred to above or as may be in accordance with the terms of the offer, all such shares would rank pari passu inter se, with the then existing equity shares of the Company in all respects; that the consent of the Company be and is hereby granted in terms of Section 293(1)(a) and other applicable provisions, if any, of the Act and subject to all necessary approvals to the Board to secure, if necessary, all or any of the above mentioned securities to be issued, by the creation of a mortgage and/or charge on all or any of the Company s immovable and/or movable assets, both present and future in such form and manner and on such terms as may be deemed fit and appropriate by the Board; that for the purpose of giving effect to the above, the Board be authorized to determine the form, terms and timing of the issue(s), including the class of investors to whom the securities are to be allotted, number of securities to be allotted in each tranche, issue price, face value, premium amount on issue/conversion of securities/exercise of warrants/redemption of securities, rate of interest, redemption period, listings on one or more Stock Exchanges in India and/or abroad as the Board in its absolute discretion deems fit and to make and accept any modifications in the proposal as may be required by the authorities involved in such issues in India and/or abroad, to do all acts, deeds, matters and things and to settle any questions or difficulties that may S.11 Re-appoint Messrs. A.F. Ferguson & Mgmt no action Company and Messrs. S.B. Billimoria & Company, as the Auditors of the S.12 Approve that pursuant to the Mgmt no action provisions of Section 228 and other applicable provisions, if any, of the Companies Act, 1956 Act, the Board of Directors be authorized to appoint the Company s Auditors and/or in consultation with the Company s Auditors any person or persons qualified for appointment as Auditor or Auditors of the Company under Section 226 of the Act so far as Branch Offices in India are concerned, or an accountant or accountants duly qualified to act as Auditor or Auditors of the Branch Offices of the Company situated in countries outside India, in accordance with the laws of the country in which the Branch Offices of the Company are situated, to audit the accounts for the FY 2004-05 of the Company s Branch Offices in India and abroad respectively and to fix their remuneration which in the case of the Company s Auditors shall be in addition to their remuneration as the Company s Auditors and the terms and conditions on which they shall S.9 Approve that pursuant to the Mgmt no action provisions of Section 31 and other applicable provisions, if any, of the Companies Act, 1956, the Articles of Association of the Company be altered by substituting the existing Article 5 as under: the present capital of the Company is INR 529,00,00,000 divided into 2,29,00,000 cumulative redeemable preference shares of INR 100 each and 30,00,00,000 equity shares of INR 10 ------------------------------------------------------------------------------------------------------- TATA POWER CO LTD Agenda: 700452713 CUSIP: Y85481128 Meeting Type: OTH Ticker: Meeting Date: 3/1/2004 ISIN: INE245A01013 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- Please note that this is a postal Non- meeting announcement. A physical Voting meeting is not being held for this company. Therefore, meeting attendance requests are not valid for this meeting. If you wish to vote, you must return your instructions by the indicated cutoff date. Thank you 1. Authorize Board of Directors of the Mgmt For * Company Board which shall include any Committee thereof, pursuant to Section 293(1)(a) and other applicable provisions, if any, of the Companies Act, 1956, and subject to such other approvals and permissions as may be required, to transfer the transferred business which comprises the broadband business of the Company in relation to: i) provision of dark fibre and ducts in its capacity as infrastructure provider category 1 as specified; ii) provision of end to end bandwidth in its capacity as infrastructure provider category 2 as specified; and iii) provision of internet services and internet telephony services in its capacity as an Internet Service Provider transferred business on a going concern basis to Tata Power Broadband Company Private Limited with its rights, title and interest therein in the movable and immovable properties, if any, for a total consideration of not less than INR 130 crores transaction on such terms and conditions with effect from such date and in such manner which it may deem to be in the interest of the Company and to do all such acts, deeds, matters and thing as may be deemed necessary and/or expedient in the interest of the Company ------------------------------------------------------------------------------------------------------- UTI BANK LTD Agenda: 700531482 CUSIP: Y9327Z110 Meeting Type: AGM Ticker: Meeting Date: 6/18/2004 ISIN: INE238A01026 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive, approve and adopt the Mgmt For * balance sheet as at 31 MAR 2004, the profit and loss account for the YE 31 MAR 2004 and the reports of the Directors and the Auditors thereon 10. Appoint Mr. Ajeet Prasad as a Mgmt For * Director of the Bank, who is not liable to retires by rotation 11. Approve, subject to the approval by Mgmt For * the Reserve Bank of India, to revise the remuneration by way of salary and perquisites payable to Mr. P.J. Nayak, Chairman and Managing Directors of the Bank with effect from 01 APR 2004 as prescribed 2. Re-appoint Mr. M. Raghavendar as a Mgmt For * Director, who retires by rotation 3. Re-appoint Mr. Donald Peck as a Mgmt For * Director, who retires by rotation 4. Re-appoint Mr. Daniel Paul Fletcher Mgmt For * as a Director, who retires by 5. Re-appoint Mr. Yash Mahajan as a Mgmt For * Director, who retires by rotation 6. Declare a dividend on the equity Mgmt For * shares of the Bank 8. Appoint Mr. A.T. Pannir Selvam as a Mgmt For * Director of the Bank, who is not liable to retires by rotation 9. Appoint Mr. J.R. Varmaas a Director Mgmt For * of the Bank, who is not liable to retires by rotation S.12 Authorize the Board of Directors, Mgmt Against * pursuant to Section 81 and all other applicable provisions of the Companies Act 1956 including any statutory modifications or re- enactment thereof for the time being in force and as enacted from time to time and in accordance with the provisions of the Memorandum and the Articles of Association of the Bank, the relevant laws and regulations prescribed by the Securities and Exchange Board of India SEBI as also other applicable from time to time and subject to other approvals, consents, permissions and sanctions as required from appropriate authorities or bodies and subject to such conditions as prescribed by any of them while granting such approval, consents, permissions and sanctions, agreed by the Board of Directors of the Bank Board including the Remuneration Committee, to issue, offer and allot equity stock options convertible into equity shares of the aggregate nominal face value not exceeding INR 23,00,00,000 which includes the approval granted by the shareholders for equity shares of the aggregate nominal face value not exceeding INR 13,00,00,000 at EGM on 24 FEB 2001 to the present and future employees and the Directors of the Bank under an employee stock option plan plan, which under the Securities and Exchange Board of India guidelines is termed as Employee Stock Option Plan ESOS; and authorize the Board/Remuneration Committee, to implement the plan with or without modifications and variations in such manner as the Board/Remuneration Committee determine; and authorize the Board/Remuneration Committee, to do all such acts, deeds, matters and things and execute all such deeds, documents, instruments, writings as they deem necessary and pay fees and commission and incur expenses in relation thereto; and authorize the Board/Remuneration Committee, to settle any question, difficulty or doubt that arise in relation to the implementation of the plan including the offer/issue, allotment and utilization of the proceeds and in relation to the shares including to amend or modify any of the terms thereof issued herein; and authorize the Board to delegate all or any of the powers herein conferred to the Remuneration Committee constituted for this purpose or the Chairman and the Managing Directors of the Bank; and approve that the equity shares to be issued shall rank pari passu with all existing equity shares of the Bank, including for the purpose of S.7 Appoint, pursuant to the provisions Mgmt For * of Section 224A and other applicable previsions of the Companies Act 1956 and the Banking Regulation Act 1949, M/s. Bharat S. Raut & Company, Chartered Accountants, Mumbai, as the Statutory Auditors of the Bank until the conclusion of the 11th AGM at a remuneration approved by the Audit Committee of the Board ------------------------------------------------------------------------------------------------------- VANGUARD INTERNATIONAL SEMICONDUCTOR CORP Agenda: 700460304 CUSIP: Y9353N106 Meeting Type: AGM Ticker: Meeting Date: 6/15/2004 ISIN: TW0005347009 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve to recognize the 2003 Mgmt no action financial statements 10. Other presentations and related Other no action 2. Approve to recognize the 2003 Mgmt no action appropriation for offsetting deficit 3. Approve the revision to the Articles Mgmt no action of Incorporation 4. Approve the revision to the Mgmt no action procedures of asset acquisition or 5. Approve the revision to the trading Mgmt no action procedures of derivative products 6. Approve the revision to the Mgmt no action procedures of funds lending to third 7. Approve the revision to the Mgmt no action procedures for endorsements and 8. Approve to enjoy the investment tax Mgmt no action exemption by shareholders on 2003 cash injection 9. Approve the capital reduction Mgmt no action ------------------------------------------------------------------------------------------------------- VENTURE CORPORATION LTD Agenda: 700489986 CUSIP: Y9360Y103 Meeting Type: AGM Ticker: Meeting Date: 4/30/2004 ISIN: SG0531000230 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- Transact any other business Non- Voting 1. Receive and adopt the Directors Mgmt no action report and the audited accounts of the Company for the YE 31 DEC 2003 together with the Auditors report thereon 10. Authorize the Directors to allot and Mgmt no action issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the exercise of options granted under the Venture Manufacturing Singapore Limited Executives Share Option Scheme the Scheme provided always that the aggregate number of shares to be issued pursuant to the Scheme shall not exceed 25% of the issued share capital of the company from time to time and that the aggregate number of shares to be issued to controlling shareholders as defined in the Scheme or their Associates shall not exceed 25% of the total number of shares available under the Scheme and the number of shares to be issued to each controlling shareholder or his Associate shall not exceed 10% of the total number of share available under the Scheme 2. Declare a final dividend of 25% tax- Mgmt no action exempt and a bonus dividend of 50% less income tax for the YE 31 DEC 2003 2002 : final tax-exempt dividend of 15% and bonus tax-exempt dividend of 15% 3. Re-elect Mr. Soo Eng Hiong as a Mgmt no action Director, who retires pursuant to Article 74 of the Company s Articles of Association 4. Re-elect Mr. Goh Geok Ling as a Mgmt no action Director, who retires pursuant to Article 74 of the Company s Articles of Association and remains as the Member of the Audit Committee and will be considered independent for the purpose of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited 5. Re-elect Mr. Goon Kok Loon as a Mgmt no action Director, who retires pursuant to Article 74 of the Company s Articles of Association and remains as the Member of the Audit Committee and the Compensation Committee and will be considered independent for the purpose of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited 6. Re-elect Mr. Cecil Vivian Richard Mgmt no action Wong as a Director, who retires under Section 153(6) of the Companies Act, Chapter 50 and remains as a Chairman of the Audit Committee and Share Option Committee and the Member of the Nominating Committee and Compensation Committee and will be considered independent for the purpose of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading Limited 7. Approve the payment of the Directors Mgmt no action fees of SGD 86,000 for YE 31 DEC 2003 2002: SGD 86,000 8. Re-appoint Deloitte & Touche as the Mgmt no action Company s Auditors; and authorize the Directors to fix their remuneration 9. Authorize the Directors, pursuant to Mgmt no action Section 161 of the Companies Act, Chapter 50, to allot and issue shares up to 10% of issued share capital, to issue shares in the capital of the Company at any time upon such terms and conditions and for such purpose as the Directors may in their absolute discretion deem fit provided always that the aggregate number of shares to be issued pursuant to this resolution shall not exceed 10% of the issued share capital of the Company for the time being ------------------------------------------------------------------------------------------------------- VENTURE CORPORATION LTD Agenda: 700489998 CUSIP: Y9360Y103 Meeting Type: EGM Ticker: Meeting Date: 4/30/2004 ISIN: SG0531000230 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 2. Authorize the Directors, subject to Mgmt no action and contingent upon the passing of Resolution 1 above, to: (a) (i) issue shares in the capital of the Company (shares) whether by way of rights, bonus or otherwise; and/or (ii) make or grant offers, agreements or options (collectively, Instruments) that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into shares, at any time and upon such terms and conditions and for such purposes and to such persons as the Directors of the Company may in their absolute discretion deem fit; and (b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors of the Company while this Resolution was in force, provided that: (1) the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 50 per cent. of the issued share capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of shares to be issued other than on a pro rata basis to shareholders of the Company (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 20 per cent. of the issued share capital of the Company (as calculated in accordance with sub-paragraph (2) below); (2) (subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited (SGX-ST)) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph (1) above, the percentage of issued share capital shall be based on the issued share capital of the Company at the time this Resolution is passed, after adjusting for: (i) new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time this Resolution is passed; and (ii) any subsequent consolidation or subdivision of shares; (3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-ST (unless such compliance has been waived by the SGX-ST) and the Articles of Association for the time being of the Company; and (4) (unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the 3. Approve that: (a) a new share option Mgmt no action scheme to be known as the Venture Corporation Executives Share Option Scheme (the Scheme), the rules of which have been submitted to the Meeting and, for the purpose of identification, subscribed to by the Chairman thereof, under which options (Options) will be granted to selected employees of the Company and/or its wholly-owned subsidiaries, including Directors of the Company and other selected participants, to subscribe for shares of SGD 0.25 each in the capital of the Company (the Shares), be and is hereby approved; (b) the Directors of the Company be and are hereby authorized: (i) to establish and administer the Scheme; and (ii) to modify and/or alter the Scheme from time to time, provided that such modification and/or alteration is effected in accordance with the provisions of the Scheme and to do all such acts and to enter into all such transactions and arrangements as may be necessary or expedient in order to give full effect to the Scheme; and (c) the Directors of the Company be and are hereby authorized to offer and grant Options in accordance with the provisions of the Scheme and to allot and issue from time to time such number of Shares as may be required to be issued pursuant to the exercise of the Options under the Scheme, provided that the aggregate number of Shares to be issued pursuant to the Scheme shall not exceed 15 percent of the total issued share capital of the Company from time to time S.1 Amend Articles 2, 3, 4, 12, 13, 14, Mgmt no action 17, 26, 28, 30, 37, 49, 50, 54, 69(E) and (F), 71, 74, 79, 81, 92, 93, 94, 99, 102, 103(A), 116, 119, 121, 127, 129 and the heading ALTERATION OF ARTICLES before Article 129 of the Articles of Association of the Company, and Article 128 of the Articles of Association of the Company be and is hereby re-numbered ------------------------------------------------------------------------------------------------------- VIA TECHNOLOGIES INC Agenda: 700479303 CUSIP: Y9363G109 Meeting Type: AGM Ticker: Meeting Date: 6/17/2004 ISIN: TW0002388006 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- As per Trust Association s proxy Non- voting guidelines, every shareholder Voting is eligible to be nominated as a candidate and be elected as a director or a supervisor, regardless of being recommended by the Company and/or by other parties. If you intend to limit you vote to a particular candidate, you will need to contact the candidate and/or the issuing company to obtain the candidate s name and ID number. ADP ICS Global will endeavor to obtain the names and numbers of nominees and will update the meeting information when/if available. Without such specific information, votes cast on nominee elections will be deemed as a no vote. Please communicate any special nominee voting instructions 1.1 Receive the 2003 business report Mgmt no action 1.2 Receive the Supervisor s review Mgmt no action 1.3 Receive the status of endorsements Mgmt no action and guarantees 1.4 Approve to report the status of Mgmt no action investment in Mainland China 1.5 Approve to report the execution Mgmt no action status of treasury stock 1.6 Approve to report the status of the Mgmt no action 2000 issuance convertible corporate bond and the usage status of capital raised from CB issuance 2.1 Acknowledge the 2003 audited Mgmt no action financial report 2.10 Approve to release the Directors from Mgmt no action non-competition liability 2.2 Acknowledge the 2003 earnings Mgmt no action distribution (stock dividend 50 shares per 1,000 shares form capital surplus with tax free) 2.3 Approve to raise capital by rights Mgmt no action issue 2.4 Amend the Articles of Incorporation Mgmt no action 2.5 Amend the procedure for loan to Mgmt no action 2.6 Amend the procedure for endorsement Mgmt no action and guarantee 2.7 Amend the procedure for acquisition Mgmt no action or disposal of assets 2.8 Amend the procedure for derivatives Mgmt no action dealing 2.9 Elect the Directors and the Mgmt no action 3. Transact any other business and Other no action extraordinary motions ------------------------------------------------------------------------------------------------------- WOONGJIN.COM CO LTD Agenda: 700466534 CUSIP: Y9694Y100 Meeting Type: AGM Ticker: Meeting Date: 3/26/2004 ISIN: KR7016880007 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the financial statement; KRW Mgmt For * 125 per 1 common share 2. Elect the Directors Mgmt For * 3. Elect the Auditors Mgmt For * 4. Approve the remuneration limit for Mgmt Abstain * the Directors 5. Approve the remuneration limit for Mgmt For * the Auditors ------------------------------------------------------------------------------------------------------- WUMART STORES INC Agenda: 700466762 CUSIP: Y97176104 Meeting Type: AGM Ticker: Meeting Date: 4/23/2004 ISIN: CN0005900757 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- O.1 Approve the report of the Board of Mgmt no action Directors Board of the Company for 2003 O.2 Approve the report of the Supervisory Mgmt no action Committee of the Company for 2003 O.3 Approve the profit distribution Mgmt no action proposal of the Company for 2003 O.4 Approve the audited financial Mgmt no action statements and the report of the Auditors of the Company for 2003 O.5 Appoint Deloitte Touche Tohmatsu CPA Mgmt no action Ltd. and Deloitte Touche Tohmatsu as the Company s domestic and internation Auditors, respectively, for a term expiring upon the next AGM and authorize the Board to determine their remuneration on the basis of the volume of their work O.6 Receive and approve the ongoing Mgmt no action connected transactions and the cap approved by The Stock Exchange of Hong Kong Limited Stock Exchange on 10 NOV 2003 where the cap is to be greater than the higher of HKD 10,000,000 or 3% of the net tangible assets of the Company and its subsidiaries, namely the annual cap of MYR 205,150,000 in relation to the supply of merchandise to Hebei Wumart Commerce Company Limited, Beijing Wumart Pujinda Convenience Stores Company Limited and Huixin store of Beijing Wumart Hypermarket Commerce Company Limited for the YE S.1 Authorize the Company to issue Mgmt no action additional H shares representing not more than 20% of the total number of the Company s H shares in issue subject to requisite approvals by the China Securities Regulatory Commission, the Stock Exchange and other competent regulatory authorities; and authorize the Board or such representative as the Board appoint to deal with all matters relating to the aforesaid issue of additional H shares by the Company, including but not limited to the number of H shares to be issued, the issue price, the period of issue and the number of H shares to be issued to the existing shareholders; Authority is valid for a period of 12 months; and authorize the Board, subject to the passing and implementation of this resolution, to amend relevant provisions in the Company Articles of Association Articles to reflect resulting changes in the Company s share S.2 Approve the amendments of the Mgmt no action Articles, based on their existing context and in accordance with Appendix 3 of the Rules governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange revised and effective from 31 MAR 2004, by amending Article 6, Article 7, paragraph 5 of Article 69, paragraph 2 of Article 93 and paragraph 2 of Article 129 S.3 Approve the provisional resolutions Mgmt no action proposed in writing to the Company by any shareholders holding in aggregate 5% or above in the Company s voting shares ------------------------------------------------------------------------------------------------------- YANTAI NORTH ANDRE JUICE CO LTD Agenda: 700488112 CUSIP: Y97409125 Meeting Type: AGM Ticker: Meeting Date: 5/15/2004 ISIN: CN0006753288 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the report of the Directors Mgmt For * for the YE 31 DEC 2003 10. Approve any resolution raised by the Mgmt For * shareholders having voting rights of 5% or more at the meeting 2. Approve the report of Supervisory Mgmt For * Committee for the YE 31 DEC 2003 3. Approve the audited accounts and the Mgmt For * report of the Auditors for the YE 31 DEC 2003 4. Approve the profit distribution plan Mgmt For * for the YE 31 DEC 2003, and the final dividend distribution plan for the YE 31 DEC 2003 if any, and authorize the Board for the distribution of the final dividends if any to the Company shareholders 5. Grant authority to fix the Mgmt For * remuneration of the Directors and the Supervisors of the Company for the YE 31 DEC 2004 6. Approve the re-appoint of KPMG and Mgmt For * KPMG Huazhen as the Auditors for the YE 31 DEC 2004 and authorize the Board to fix their remuneration 7.a Appoint Mr. Wu Jian Hui as an Mgmt For * independent Non-Executive Director 7.b Appoint Mr. Yu Sou Neng as an Mgmt For * independent Non-Executive Director 8. Amend the Articles 68,85,91 and 138 Mgmt Abstain * of the Articles of Association of the Company S.9.1 Authorize the Directors of the Mgmt For * Company, in accordance with the Company Law of the PRC and the GEM Listing Rules and only if all necessary approvals from the China Securities Regulatory Commission and /or other relevant PRC government authorities are obtained, to allot, issue and deal with additional shares in the capital of the Company and make or grant offers, agreements and options, during and after the relevant period, not exceeding 20% of the aggregate nominal amount of issued promoter shares of the Company and 20% of the aggregate nominal amount of issued H shares of the Company, otherwise than pursuant to the share option scheme; Authority expires the earlier of the conclusion of the next AGM or in 12 months S.9.2 Authorize the Directors, contingent Mgmt For * on the Board of Directors resolving to issue shares,: a) to approve, enter into, procure to enter into and issuance of all documents and matters which it deems to be in connection with the issue of such new shares, including but not limited to the time and place for such issue, to make all necessary applications to the relevant authorities, to enter into underwriting agreement; b) to determine the use of proceeds and to make necessary filings and registration with PRC, Hong Kong and other relevant authorities; c) to make amendment to the Articles of Association as it may deem appropriate for the increase of the Company s registered capital and to reflect the new share capital structure of the Company under the intended allotment and issue of the ------------------------------------------------------------------------------------------------------- YANTAI NORTH ANDRE JUICE CO LTD Agenda: 700460291 CUSIP: Y97409125 Meeting Type: CLS Ticker: Meeting Date: 3/30/2004 ISIN: CN0006753288 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- O.2 Approve that, contingent on the Mgmt Against * passing of the Resolution S.1, the possible placing as a possible major transaction for the Company within the meaning of the GEM Listing Rules; and authorize the Board of Directors of the Company, to issue new H Shares pursuant to the specific mandate granted by the shareholders of the Company in Resolution S.1, to execute and do or procure to be executed and done, all such documents, deeds, and things as it may deem necessary in connection with the issue of such new H Shares including, without limitations: i) the time and place of the issue of the new H Shares; ii) making all necessary applications to the relevant authorities; iii) entering into an underwriting agreement or any other agreement; iv) determining the issue price per new H Share; v) amend the Articles of Association of the Company to increase the registered share capital of the Company and to reflect changes in the share capital of the Company arising from the issue of such new H Shares; vi) making all necessary filings and registrations with the relevant PRC, S.1 Authorize the Directors, in Mgmt Against * accordance with the PRC Company Law and the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited GEM Listing Rules and only if the necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities, to allot, issue and deal with additional H Shares in the share capital of the Company and to make or grant offers, agreements and options during and after the relevant period and the aggregate number of H Shares to be issued and allotted whether pursuant to an option or otherwise shall not be less than 152,000,000 and not more than 304,000,000 new H Shares and to issue and allot the new H Shares under the specific mandate at a premium or a discount to the then market price of the H Shares at the time of such issue and allotment provided that if the new H Shares are to be issued and allotted at a discount, the issue price per new H Share shall not be more than 20% discount to the average closing price of the H Shares as quoted on GEM of the stock exchange for 10 trading days immediately prior to the signing of the relevant placing agreements; Authority ------------------------------------------------------------------------------------------------------- YANTAI NORTH ANDRE JUICE CO LTD Agenda: 700504459 CUSIP: Y97409125 Meeting Type: CLS Ticker: Meeting Date: 6/2/2004 ISIN: CN0006753288 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- S.1 Authorize the Directors, in Mgmt For * accordance with the PRC Company Law and the rules governing the listing securities of the Growth Enterprise Market of the Stock Exchange of Hong Kong Limited GEM Listing Rules, to allot, issue and deal in additional H shares in the share capital of the Company and to make or grant offers, agreements and options during and after the relevant period, provided that the number of H shares to be issued and allotted shall not less than 152,000,000 and not more than 304,000,000 new H shares, the issue price per new H share shall not be more than 15% discount to the closing price of the H shares as quoted on GEM of the Stock Exchange on the date of signing of the relevant placing agreements or the average closing price of the H shares as quoted on GEM of the Stock Exchange for 10 trading days prior to the signing of the relevant placing agreements; Authority expires after 12 months; and authorize the Board of Directors to make necessary amendments to the Articles of Association of the Company to increase the registered share capital of the Company and to reflect changes in the share capital of the Company arising out of the ------------------------------------------------------------------------------------------------------- YANTAI NORTH ANDRE JUICE CO LTD Agenda: 700460289 CUSIP: Y97409125 Meeting Type: SGM Ticker: Meeting Date: 3/30/2004 ISIN: CN0006753288 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 2. Approve, conditional upon the passing Mgmt Against * of Resolution S.1 and within the meaning of the GEM Listing Rules, the Possible Placing as prescribed; and authorize the Board of Directors to issue new H shares pursuant to Resolution S.1, to execute all such documents, deeds and things necessary in connection with the issue of new H shares; and amend the Article of Association of the Company with reference to the issue of new H shares and making all necessary filings and registrations with the relevant PRC, Hong Kong and other S.1 Authorize the Directors, in Mgmt Against * accordance with PRC Company Law and the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange of Hong Kong Limited GEM Listing Rules and necessary approval from the China Securities Regulatory Commission, during the relevant period, to allot, issue and deal with additional H shares in the share capital of the Company and to make or grant offers, agreements and options subject to a) the aggregate number of H shares not less than 152,000,000 and not more than 304,000,000; and b) at a discount of not more than 20% to the average closing price of the H shares as quoted on GEM of the Stock Exchange for 10 trading days; Authority expires the earlier of the end of 12 month or the revocation of the authority by a special resolution of the shareholders of the Company in a general meeting; and the Directors may make allotments during the relevant period which may be exercised after the relevant period; and amend the Articles of Association of the Company with reference to the issue of new H shares ------------------------------------------------------------------------------------------------------- YANTAI NORTH ANDRE JUICE CO LTD Agenda: 700509865 CUSIP: Y97409125 Meeting Type: SGM Ticker: Meeting Date: 6/2/2004 ISIN: CN0006753288 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- S.1 Authorize the Directors, in Mgmt For * accordance with the PRC Company Law and the rules governing the listing securities of the Growth Enterprise Market of the Stock Exchange of Hong Kong Limited GEM Listing Rules, to allot, issue and deal in additional H shares in the share capital of the Company and to make or grant offers, agreements and options during and after the relevant period, provided that the number of H shares to be issued and allotted shall not less than 152,000,000 and not more than 304,000,000 new H shares, the issue price per new H share shall not be more than 15% discount to the closing price of the H shares as quoted on GEM of the Stock Exchange on the date of signing of the relevant placing agreements or the average closing price of the H shares as quoted on GEM of the Stock Exchange for 10 trading days prior to the signing of the relevant placing agreements; Authority expires after 12 months; and authorize the Board of Directors to make necessary amendments to the Articles of Association of the Company to increase the registered share capital of the Company and to reflect changes in the share capital of the Company arising out of the ------------------------------------------------------------------------------------------------------- YANZHOU COAL MINING CO LTD Agenda: 700504548 CUSIP: Y97417102 Meeting Type: AGM Ticker: Meeting Date: 6/25/2004 ISIN: CN0009131243 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the working report of the Mgmt For * Board of Directors of the Company Board for the YE 31 DEC 2003 10. Transact the written proposals put Other For * forward at meeting by any shareholders holding 5% or more of the shares carrying the right to vote 2. Approve the working report of the Mgmt For * Supervisory committee of the Company for the YE 31 DEC 2003 3. Approve the audited financial Mgmt For * statements of the Company as at and for the YE 31 DEC 2003 4. Approve the profit distribution plan Mgmt For * and the final dividend and special cash dividend distribution plans of the Company for the YE 31 DEC 2003 and authorize the Board to distribute such final dividend and special cash dividend to the shareholder of the Company 5. Approve to fix the remuneration of Mgmt For * the Directors and Supervisors of the Company for the YE 31 DEC 2004 6.1 Appoint Mr. Wang Xin as Director of Mgmt For * the Company until the conclusion of the next AGM of the Company 6.2 Appoint Mr. Wang Xinkun as Director Mgmt For * of the Company until the conclusion of the next AGM of the Company 6.3 Appoint Mr. Wang Quanxi as Director Mgmt For * of the Company until the conclusion of the next AGM of the Company 7. Appoint Deloitte Touche Tohmatsu Mgmt For * certified public accountants in Hong Kong and Dolitte Touche Tohmatsu certified Public Accountants Ltd. certified public accountants in PRC excluding Hong Kong as the Company s international and domestiv Auditors for the Year 2004, to hold office until the conclusion of the next AGM and fix their remuneration S.8 Amend the Articles of Association of Mgmt For * the Company and authorize the Board to do all such things as necessary in connection with such amendments S.9 Approve the general mandate to be Mgmt For * granted to the Board to issue new shares ------------------------------------------------------------------------------------------------------- ZEE TELEFILMS LTD Agenda: 700409976 CUSIP: Y98893152 Meeting Type: AGM Ticker: Meeting Date: 9/26/2003 ISIN: INE256A01028 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Receive and adopt the audited profit Mgmt For * & loss account for the YE 31 MAR 2003, the balance sheet as at that date and the reports of the Auditors and the Directors thereon 2. Declare a dividend on the equity Mgmt For * 3. Re-appoint Mr. Nemi Chand Jain as a Mgmt For * Director, who retires by rotation 4. Re-appoint Mr. B.K. Syngal as a Mgmt For * Director, who retires by rotation 5. Appoint M/s. M.G.B. & Co. as the Mgmt For * Auditors of the Company until the conclusion of the next AGM at a remuneration fixed by the Board of Directors of the Company 6. Approve, subject to the provisions of Mgmt For * Sections 198, 269, 309, Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956, the appointment of Mr. Subhash Chandra as the Managing Director of the Company, subject to the superintendence, control and direction of the Board of Directors Board, for a period of 3 years effective 29 OCT 2002, at nil 7. Re-appoint Mr. Satya Pal Talwar as a Mgmt For * Director of the Company, liable to retire by rotation S.8 Approve to delist the equity shares Mgmt For * of the Company from the stock exchanges at Ahmedabad and Delhi, in accordance with the applicable provisions of the Companies Act, 1956, the Securities Contract Regulation Act, 1956, the Listing Agreement with stock exchanges and pursuant to the provisions of the Securities and Exchange Board of India (Delisting of Securities) Guidelines 2003 or any amendment or modification thereof and subject to such other approvals, permissions and sanctions as may be necessary and such other conditions and modifications as prescribed or imposed by any authority while granting such approvals, permissions and sanctions, which may be agreed to by the Board or any Committee/person(s) authorized by the Board; and authorize the Board including such Committee which the Board may constitute or any Director/Officer authorized by the Board to settle all questions difficulties or doubts that may arise in this regard and take such decisions and do all such acts, deeds and things as may be necessary, ------------------------------------------------------------------------------------------------------- ZEE TELEFILMS LTD Agenda: 700466318 CUSIP: Y98893152 Meeting Type: EGM Ticker: Meeting Date: 3/25/2004 ISIN: INE256A01028 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- S.1 Authorize the Board of Directors Mgmt no action Board, pursuant to the provisions of Section 78, 100 and other applicable provisions, if any, of the Companies Act, 1956 Act, and Article 42 of the Articles of Association of the Company subject to the provisions of the Listing Agreement of the with the stock exchanges where the shares of the Company are listed, provisions of the Memorandum and Articles of Association of the Company and confirmation by the Hon. High Court of Judicature at Bombay Court and/or The National Company Law Tribunal Tribunal and/or any other regulatory authority as prescribed by the Act, notwithstanding any understanding and/or agreement to the contrary, to utilize the amount of INR 19,207 million out of the balance standing to the credit of the Securities Premium Account of the Company SPA as at 31 DEC 2003 and accretions/variations thereto during the period from 01 JAN 2004 to 31 MAR 2004 for setting off the permanent diminution in the value of the investments of INR 17,716 in the equity share capital of Winterheath Company Limited and Zee Multimedia Worldwide Limited and INR 1,491 million in the equity share capital of Siticable Networks Limited, the wholly owned subsidiaries of the Company as prescribed; authorize the Board, to file petition for obtaining the approval of the Court and the Tribunal and/or other authorities as prescribed under the Act, for adjustments out of the SPA, to appoint and authorize Advocates or a firm of Advocates to do all such things in this behalf and to carry out such modifications/directions as may be ordered by the Court and/or the Tribunal and or any other regulatory authority and to settle any questions or doubts that may arise with regards to the utilization/adjustments of the SPA; and authorize the Board to do all such acts and things as may be ------------------------------------------------------------------------------------------------------- ZEE TELEFILMS LTD Agenda: 700456824 CUSIP: Y98893152 Meeting Type: EGM Ticker: Meeting Date: 3/9/2004 ISIN: INE256A01028 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- S.1 Authorize the of Directors of the Mgmt no action Company the Board, pursuant to the provisions of Section 81, 81(1A) and other applicable provisions if any, of the Companies Act, 1956 (including any statutory modification, amendments or re-enactment thereof for the time being in force) and in accordance with the provisions of the Articles of Association and the Memorandum of Association of the Company and such rules, guidelines and regulations if any, as may be prescribed by the Securities and Exchange Board of India (SEBI), Reserve Bank of India (RBI) and all other concerned and relevant authorities to the extent applicable, from time to time arid subject to such approvals, consents, permissions and sanctions of the Government of India (GOI), SEBI, RBI and all other appropriate authorities, institutions or bodies and subject to such conditions and modifications as may be prescribed by any of them while granting such approvals, to create, issue, offer or allot, in the course of one or more public or private offerings in domestic and/or one or more international markets, equity shares and/or equity shares through foreign currency convertible bonds and/or such other instruments including debentures convertible into equity shares at the option of the Company and/or the holder(s) of such securities, and/or securities linked to equity shares and/or securities with or without detachable/non- detachable warrants with a right exercisable by the, warrant-holder to subscribe for the equity shares and/or warrants with an option exercisable by the warrant-holder to subscribe for equity shares, and/or any instrument or securities representing either equity shares and/or convertible securities linked to equity shares, convertible debentures hereinafter collectively referred to as securities to investors residents and/or non- residents and/or strategic investors and/or non resident individuals and/or Corporate bodies and/or foreign Institutional Investors, mutual funds, Insurance Companies, pension funds, and/or institutions or banks and/or incorporated bodies and/or individuals and/or Trustees or otherwise, and whether or not such investors are members of the Company, through prospectus and/or offer letter or circular and/or on private/preferential placement basis for an aggregate amount of up to USD 100 million or its equivalent (approximately INR 455 crores at the current rate of exchange) including premium, such issue/offer and allotment to be made at such time or times, in one or more tranches, at such price or prices, at a discount, at par to or at a premium to market price or prices as in consultation with the Lead Managers and/or underwriters and/or other Advisors and approve that without prejudice to the generality of the above, the aforesaid issue/offer of securities may have all or any terms or combinations of terms in accordance with prevalent market practice including but not limited to terms and conditions relating to payment of interest, dividend, premium or redemption at the option of the Company and/or holders of any securities, including terms for issue/offer of additional equity shares or variations of the price or period of conversion of securities into equity shares or issue/offer of equity shares during the period of the securities or terms pertaining to voting rights or option(s) for early redemption of securities and authorize the Board to determine the form, terms and timing of the issue(s)/offer(s), including the class of investors, to whom the securities are to be allotted, number of securities to be allotted in each tranche issue/offer price, face value, premium amount on issue/conversion of securities/exercise of warrants/redemption of securities, rate of interest, redemption period, listings on one or more stock exchanges in India and/or overseas as the Board in its absolute discretion deems fit and to make and accept any modifications in the proposal as may be required by the authorities involved in such issues/offers in India and/or overseas, to do all acts, deeds, matters and things as may be necessary and to settle any questions or difficulties that may arise in regard to the issue(s)/offer(s); and authorize the Board, in case of any equity linked issue/offer, to offer, issue/offer and allot such number of ordinary shares as may be required to be issued and allotted upon conversion of any securities referred to above or as may be necessary in accordance with the terms of the issue/offer, all such shares ranking pari passu inter se with the then existing ordinary equity shares of the Company in all respects, excepting the right to dividend which may be provided under the terms of the issue/offer and in the offer document(s); and authorize the Board, in terms of Section 293(1)(a) and other applicable provisions of the Companies Act, 1956 and subject to all necessary approvals to the Board, to secure if necessary, all or any of the above mentioned securities to be issued, by the creation of mortgage and/or charge on all or any of the Company s immovable and/or immovable assets, both present and future; and authorize any one of the Directors of the Board to make appointments as may be required of Managers (including Lead Managers), Merchant Bankers, Underwriters, Guarantors, Financial and or Legal Advisors, Depositories, custodians, principal paying/transfer/Conversion agents/Listing agents/Registrar,Trustees and all other agencies, whether in India or overseas and to enter into and execute all such arrangement(s)/ agreement(s) with any such Managers (including Lead Managers)/Merchant Bankers/Underwriters/Guarantors/Depos itories/ Custodians/principal paying/transfer conversion agents, listing agents, registrars, Trustees and all such agents as may be involved or concerned in such offering of securities and to remunerate all such agents including by way commission, brokerage, fees, expenses incurred in relation to the issue/offer of securities and other expenses and approve that the preliminary as well as the final offer document for the aforesaid issue/offer be finalized, approved and signed singly by any one of the Directors of the Board with all authority; and authorize the Directors to sign, execute and issue consolidated receipt(s) for the securities, listing application, various agreements (including but not limited to Subscription agreement, Trustee agreement), undertaking. deeds, declarations, any applications to the Government of India (Ministry of Finance) and/or Reserve Bank of India and/or other regulatory authorities and all other documents and to do all such acts, deeds, matters and things as the Board may, in its absolute discretion, deem necessary or desirable and to settle any questions, difficulties or doubts that may arise in regard to the offering, issue/offer, allotment and utilization of the issue/ offer proceeds, including for the purpose of complying with all the formalities as may be required in connections with and incidental to the aforesaid offering of securities, including for the post issue/offer formalities and approve that the Board do open one or more bank accounts in the name of the Company in Indian currency or foreign currency(ies) with such bank or banks in India and or such foreign countries as may be required in connection with the aforesaid ------------------------------------------------------------------------------------------------------- ZEE TELEFILMS LTD Agenda: 700394896 CUSIP: Y98893152 Meeting Type: OTH Ticker: Meeting Date: 8/8/2003 ISIN: INE256A01028 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the Scheme of Arrangement Mgmt no action between the Company and the shareholders of the Company ------------------------------------------------------------------------------------------------------- ZHEJIANG EXPRESSWAY CO LTD Agenda: 700473325 CUSIP: Y9891F102 Meeting Type: AGM Ticker: Meeting Date: 5/21/2004 ISIN: CN0009068411 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the report of the Directors Mgmt For * for the year 2003 2. Approve the report of the Supervisory Mgmt For * Committee for the year 2003 3. Approve the audited financial Mgmt For * statements for the year 2003 4. Approve the distribution of profits Mgmt For * for the year 2003 5. Approve the financial budget for the Mgmt For * year 2004 6. Re-appoint Ernst & Young Hong Kong Mgmt For * certified Public Accountants and Zhejiang Pan-China certified Public Accountants as the international Auditors and the PRC Auditors of the Company respectively and authorize the Board of Directors to fix the remunerations S.1 Authorize the Board of Directors of Mgmt Abstain * the Company: 1) subject to Paragraphs (2) and (3) below, to exercise during the relevant period Paragraph (4) all the powers of the Company to allot, issue or otherwise deal with, either separately or concurrently, each of the existing issued Domestic Shares Domestic Shares and overseas listed foreign shares H Shares in the capital of the Company; 2) subject to the approval as required under Paragraph (1) above, to allot or issue Domestic Shares and H Shares, either separately or concurrently, of not more than 20% of each of the existing issued Domestic Shares and H Shares in the capital of the Company as at the date of passing this resolution; 3) approval as required in Paragraph (1) above is subject to the granting of approval from the China Securities Regulatory Commission; 4) authority expires the earlier of the conclusion of the next AGM or 12 months from the passing of this resolution; and 5) to make appropriate amendments to the relevant Article of the Articles of Association of the Company after the completion of the allotment and issuance as provided in Paragraph (1) above, to increase the share capital of the Company and reflect the new share structure of the Company and to complete the related registration formalities with the relevant S.2 Authorize the Board of Directors of Mgmt For * the Company to amend the Articles of Association of the Company; and authorize the Board to modify the wordings of the amendments as appropriate and to do all such things as necessary in respect of the amendments pursuant to the requirements if any of the relevant PRC authorities or under the rules of any stock exchange on which any securities of the Company are listed: 1) amend Sub-Paragraph (1) of Article 40; 2) by inserting new Article 48A after the existing Article 48 and before the existing Article 49; 3) amend the first Paragraph of Article 70; 4) by inserting new Article 81A after the existing Article 81 and before the existing Article 82; 5) amend the second Paragraph of Article 91; 6) amend the second and third Paragraphs of Article 126; 7) amend Article 127; and 8) amend and replace the ------------------------------------------------------------------------------------------------------- ZHEJIANG EXPRESSWAY CO LTD Agenda: 700404609 CUSIP: Y9891F102 Meeting Type: EGM Ticker: Meeting Date: 10/9/2003 ISIN: CN0009068411 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the proposed interim dividend Mgmt For * of the Company for the 6 months ended 30 JUN 2003 ------------------------------------------------------------------------------------------------------- ZHEJIANG GLASS CO LTD Agenda: 700511719 CUSIP: Y9891S104 Meeting Type: AGM Ticker: Meeting Date: 6/18/2004 ISIN: CN0008117516 For/Against Proposal Type Vote Management ------------------------------------------------------------------------------------------------------- 1. Approve the report of the Board of Mgmt For * Directors for the YE 31 DEC 2003 12. Transact any other business Other For * 2. Approve the report of the Supervisory Mgmt For * Board for the YE 31 DEC 2003 3. Approve the financial report of the Mgmt For * Company for the YE 31 DEC 2003 audited by the Company s International Auditors, PricewaterhouseCoopers, Hong Kong, Certified Public Accountants, in accordance with the accounting principles generally accepted in Hong 4. Approve the financial report of the Mgmt For * Company for the YE 31 DEC 2003 audited by the Company s Domestic Auditors, PricewaterhouseCoopers, Zhong Tian CPAs Limited Company in accordance with the accounting principles generally accepted in PRC 5i.a Appoint Mr. Feng Guangcheng as a Mgmt For * Executive Director 5i.b Appoint Mr. Feng Liwen as a Executive Mgmt For * Director 5i.c Appoint Mr. Feng Luwen as a Executive Mgmt For * Director 5i.d Appoint Mr. Xu Haichao as a Executive Mgmt For * Director 5i.e Appoint Mr. Xu Yujuan as a Executive Mgmt For * Director 5ii.a Appoint Mr. Di Xiaofeng as a Non- Mgmt For * executive Director 5ii.b Appoint Mr. Liu Jianguo as a Non- Mgmt For * executive Director 5ii.c Appoint Mr. Shi Guodong as a Non- Mgmt For * executive Director 5ii.d Appoint Mr. Zhang Yingsheng as a Non- Mgmt For * executive Director 5iiia Appoint Dr Li Jun as a Independent Mgmt For * non-executive Director 5iiib Appoint Mr. Wang Herong as a Mgmt For * Independent non-executive Director 5iiic Appoint Mr. Wang Yanmou as a Mgmt For * Independent non-executive Director 6.a Appoint Mr. Chen Baijin as a Mgmt For * Supervisor of the second session of the Supervisory Committee of the Company with respective terms of three years 6.b Appoint Mr. Fu Guohua as a Supervisor Mgmt For * of the second session of the Supervisory Committee of the Company with respective terms of three years 6.c Appoint Mr. Lou Zhenrong as a Mgmt For * Supervisor of the second session of the Supervisory Committee of the Company with respective terms of three years 6.d Appoint Mr. Ni Dioxin as a Supervisor Mgmt For * of the second session of the Supervisory Committee of the Company with respective terms of three years 6.e Appoint Mr. Xu Yuxiang as a Mgmt For * Supervisor of the second session of the Supervisory Committee of the Company with respective terms of 6.f Appoint Mr. Zhang Guoqing as a Mgmt For * Supervisor of the second session of the Supervisory Committee of the Company with respective terms of three years 7. Approve the remuneration of the Mgmt For * Directors and the Supervisors for the YE 31 DEC 2004 and authorize the Board of Directors to fix their remuneration, any one of the Directors of the Company to sign and deliver to the relevant Director or Supervisor his service agreement on the condition that such a Director shall not be authorized to sign and deliver his own service agreement 8. Approve the profit appropriation plan Mgmt For * of the Company for the YE 31 DEC 2003 including: i) the allocation of 10% of the Company s after tax profits for the YE 31 DEC 2003 to the statutory capital reserve fund; ii) allocation of 10% of the Company s after tax profits for the YE 31 DEC 2003 to the statutory public welfare fund; and iii) the distribution of RMB 0.0948 per share as dividend to the shareholders whose names appear on the register of members of the Company on 18 JUN 2004 9. Re-appoint PricewaterhouseCoopers, Mgmt For * Hong Kong and PricewaterhouseCoopers, Zhong Tian CPAs Limited Company as the Company s International Auditors and the Domestic Auditors respectively for the YE 31 DEC 2004 and authorize the Board of Directors to fix their remuneration S.10 Amend the Articles of Association by: Mgmt For * a) adding new paragraph in the Article 53; b) deleting the Article 94; c) deleting the second paragraph in the Article 95; d) adding new paragraph in the Article 132 S.11 Authorize the Directors, subject to Mgmt For * all applicable laws, rules and regulations and/or requirements of the governmental or regulatory body of securities in the People s Republic of China PRC, The Stock Exchange of Hong Kong Limited Stock Exchange to allot, issue and deal with overseas listed foreign shares H shares or any other governmental or regulatory body and make or grant offers, agreements and options during and after the relevant period, not exceeding 20% of the aggregate nominal amount of the H shares in the issue of the Company; Authority expires at the conclusion of the next
*Management position unknown SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) SMALLCAP WORLD FUND, INC By (Signature) /S/ Gordon Crawford -------------------------------------------- Name Gordon Crawford Title Chairman and Principal Executive Officer Date 08-27-2004