-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MWGAPsMlA3zpxXvUTUee2CMYeb713Fg7dQP8aZeqjrsuy+gUBRn4dhm32atrQX6m YCAwoGeeJPETx5t7VcoU/A== 0000889812-96-000243.txt : 19960314 0000889812-96-000243.hdr.sgml : 19960314 ACCESSION NUMBER: 0000889812-96-000243 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960424 FILED AS OF DATE: 19960313 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRANCE GROWTH FUND INC CENTRAL INDEX KEY: 0000860743 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-05994 FILM NUMBER: 96534098 BUSINESS ADDRESS: STREET 1: 1285 AVENUE OF THE AMERICAS STREET 2: C/O MITCHELL HUTCHINS ASSET MANAGEMENT CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127134046 MAIL ADDRESS: STREET 1: 1285 AVE OF THE AME STREET 2: C/O MITCHELL HUTCHINS ASSET MANAGEMENT CITY: NEW YORK STATE: NY ZIP: 10019 DEF 14A 1 DEFINITIVE PROXY MATERIALS As filed with the Securities and Exchange Commission on March 13, 1996 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __) Filed by the Registrant /x/ Filed by a Party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement /x/ Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) The France Growth Fund, Inc. ------------------------------------------------------------------------ (Name of Registrant as Specified in its Charter) ------------------------------------------------------------------------ (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A (previously transmitted by wire transfer). THE FRANCE GROWTH FUND, INC. 1211 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10036 ------------------------ NOTICE OF ANNUAL MEETING OF STOCKHOLDERS APRIL 24, 1996 ------------------------ To our Stockholders: Notice is hereby given that the Annual Meeting of Stockholders of The France Growth Fund, Inc. (the 'Fund') will be held at 10:00 a.m., New York City time, on Wednesday, April 24, 1996, at the offices of Banque Indosuez, 1211 Avenue of the Americas, New York, New York 10036, for the following purposes: 1. To elect four (4) Directors in Class II to serve for a term expiring on the date of the annual meeting of stockholders in 1999. 2. To ratify the selection by the Board of Directors of Price Waterhouse LLP as independent accountants for the fiscal year ending December 31, 1996. 3. To consider and act upon such other business as may come before the meeting or any adjournments thereof. Only holders of record of the Fund's common stock at the close of business on February 23, 1996 are entitled to notice of and to vote at this meeting or any adjournments thereof. Steven M. Cancro Secretary Dated: March 13, 1996 IMPORTANT WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND PROMPTLY RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK FOR YOUR COOPERATION IN MAILING IN YOUR PROXY PROMPTLY. THE FRANCE GROWTH FUND, INC. 1211 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10036 ANNUAL MEETING OF STOCKHOLDERS APRIL 24, 1996 ------------------------ PROXY STATEMENT ------------------------ This proxy statement is furnished on behalf of the Board of Directors of The France Growth Fund, Inc. (the 'Fund') in connection with the solicitation of proxies to be voted at the Annual Meeting of Stockholders (the 'Meeting') to be held at 10:00 a.m., New York City time, on Wednesday, April 24, 1996, at the offices of Banque Indosuez, 1211 Avenue of the Americas, New York, New York 10036, and any adjournments thereof. The purposes of the Meeting and the matters to be acted upon are set forth in the accompanying Notice of Annual Meeting. It is expected that this Proxy Statement and form of proxy will first be mailed to stockholders on or about March 13, 1996. THE FUND'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995, WAS PREVIOUSLY MAILED TO STOCKHOLDERS ON FEBRUARY 29, 1996. COPIES OF THE FUND'S MOST RECENT ANNUAL REPORT ARE AVAILABLE WITHOUT CHARGE UPON REQUEST MADE IN WRITING TO PNC BANK, NATIONAL ASSOCIATION AT P.O. BOX 8905, WILMINGTON, DELAWARE 19809, OR BY TELEPHONE TO THE FUND'S TRANSFER AGENT AT 1-800-852-4750. If the accompanying form of proxy is executed properly and returned, shares of the Fund's common stock, par value $.01 per share (the 'Common Stock'), represented by such proxy will be voted at the Meeting in accordance with the instructions on the form of proxy. However, if no instructions are specified, shares will be voted FOR the election of the nominees for Director indicated herein and FOR ratification of the selection of Price Waterhouse LLP as independent accountants for the Fund for the fiscal year ending December 31, 1996. A stockholder may revoke a proxy at any time prior to the time it is voted by written notice to the Secretary of the Fund at the Fund's address set forth above or by signing and returning another proxy of a later date or by personally casting a vote at the Meeting. A plurality of all votes cast at the Meeting, with a quorum present, is sufficient to elect a Director. The affirmative vote of the holders of a majority of the shares cast at the Meeting, with a quorum present, is required for the ratification of the selection of Price Waterhouse LLP as independent accountants. Abstentions and broker non-votes will not be considered votes cast for the foregoing purposes but are considered as present for the purpose of determining whether a quorum has been achieved at the Meeting. The close of business on February 23, 1996 has been fixed as the record date for the determination of stockholders entitled to notice of, and to vote at, the Meeting. On this date, the Fund had 15,345,333 shares of Common Stock outstanding and entitled to vote. Each share will be entitled to one vote at the Meeting. The Fund's Articles of Incorporation and Amended and Restated By-Laws (the 'By-Laws') provide that the presence in person or by proxy of 33 1/3% of the shares of Common Stock issued and outstanding and entitled to vote at the Meeting shall constitute a quorum for the transaction of business. The cost of preparing, assembling and mailing materials in connection with this solicitation will be borne by the Fund. In addition to the use of the mails, proxies may be solicited personally, or by telephone or telegraph, by officers of the Fund or by employees of Mitchell Hutchins Asset Management Inc., the Fund's Administrator, whose principal address is 1285 Avenue of the Americas, New York, New York, 10019. In addition, the Fund has retained Shareholder Communications Corporation to aid in the solicitation of proxies, for whose services the Fund will pay an estimated fee of $7,500 including reasonable out-of-pocket expenses. Brokerage houses, banks and other fiduciaries may also be requested to forward proxy solicitation material to their principals to obtain authorization for the execution of proxies and will be reimbursed by the Fund for out-of-pocket expenses incurred in this connection. ELECTION OF DIRECTORS (PROPOSAL 1) The Fund's Articles of Incorporation provide that the Board of Directors shall be divided as equally as possible into three classes of Directors (Class I, Class II and Class III) serving staggered three-year terms. The term of office for Directors in Class II expires at the Meeting, Class III at the 1997 annual meeting and Class I at the 1998 annual meeting. Four (4) Class II nominees are named in this Proxy Statement for election to a term expiring on the date of the annual meeting of stockholders in 1999 or until their successors are elected and qualified. Unless authority is withheld, it is the intention of the persons named in the form of proxy to vote each proxy for the election of all of the nominees listed below. Each such nominee has indicated he will serve as a Director if elected, and the Board of Directors of the Fund knows of no reason why any of these nominees would be unable to serve. However, if any nominee should be unable to serve, the proxies received will be voted for any other person designated to replace such nominee by the Board of Directors. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES. INFORMATION REGARDING DIRECTORS AND NOMINEES The following table shows certain information about the Directors. Each Director, including each nominee, has served as a Director of the Fund since 1990, except for Mr. Michel Somnolet who became a Director in 1991, Mr. Jean A. Arvis who became a Director in February 1993 and Mr. Walter J.P. Curley who became a Director in March 1993. The following have been nominated for re-election at the Meeting:
SHARES OF THE COMMON STOCK OF THE FUND BENEFICIALLY OWNED (DIRECTLY OR INDIRECTLY) PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS AND ON FEBRUARY 23, NAME AGE DIRECTORSHIPS 1996(1) - -------------------- --- -------------------------------------------------- -------------------- Marc de F. de 69 International business consultant; Consultant, -0- Logeres(2)(3) Brenner Securities Corporation (securities) Class II (September 1991-December 1994); Chairman of the Board of Directors, Michelin Tyre plc (U.K.) (subsidiary of Michelin in France); President, Chief Executive Officer and Director (through August 1991), Michelin Corporation (tires); Co- Chairman and Director, Ecotyre Technologies, Inc. (tires). Director, Michelin Finance Corporation,
2
SHARES OF THE COMMON STOCK OF THE FUND BENEFICIALLY OWNED (DIRECTLY OR INDIRECTLY) PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS AND ON FEBRUARY 23, NAME AGE DIRECTORSHIPS 1996(1) - -------------------- --- -------------------------------------------------- -------------------- Michelin Aircraft Tire Corporation and Tire Kingdom, Inc.; and Director and officer of other affiliates of the Michelin group of companies. Director, Nova Scotia Power Inc. (Nova Scotia, Canada) and Cobra Industries (recreation vehicles). Michel 61 President and Chief Executive Officer, Francosteel 96 Longchampt(2)(3) Corporation (steel distributor) (since December Class II 1976); Vice Chairman, Edgcomb Metals (steel processor) (since 1994); and Director, J&L Specialty Products (stainless steel producer). Michel A. 61 President, Arfin (consulting) (since June 1995); 1,876 Rapaccioli(2) Vice President and Chief Financial Officer, Class II Texasgulf Inc. (fertilizers) (until May 1995); Senior Vice President and Chief Financial Officer, Elf Aquitaine, Inc. (holding company) (until 1994); Chairman and Director, Elf Trading, Inc. (oil) (until 1994); Chairman and Chief Executive Officer of Elf Technologies, Inc. (until 1994) and Director and officer of other affiliates of the Elf group of companies (until 1994). Michel 56 Director, Executive Vice President and Chief -0- Somnolet(3) Operating Officer, Cosmair, Inc. (cosmetics/ Class II fragrance, subsidiary of L'oreal) (since 1984); and Vice-Chairman and director, Geral Inc. (finance, subsidiary of L'oreal) (since 1985). The following are Directors whose terms continue: * Jean A. Arvis 60 Chairman of the Fund (since February 1993); 4,372 Class I Consultant, American International Group, Inc. (insurance) (since January 1993); Senior Adviser, Compagnie de Suez (until December 1995); Chairman and Chief Executive Officer (December 1989 until retirement in September 1992), Groupe Victoire (insurance); nonemployee Director of Comptoir Lyon Alemand Louyot, Groupe La Laurentienne (Canada) (since 1986), and Director, Leicum Fund (investment company), AXA Equity
- ------------------ * Denotes an 'interested person,' as defined in the Investment Company Act of 1940, as amended (the '1940 Act'). Mr. Arvis is an 'interested person' by reason of his affiliations with Banque Indosuez, the indirect parent of Indosuez International Investment Services (the 'Investment Adviser'), the investment adviser to the Fund, and with Compagnie de Suez, of which Banque Indosuez is a subsidiary and which is also the parent company of Groupe Victoire. 3
SHARES OF THE COMMON STOCK OF THE FUND BENEFICIALLY OWNED (DIRECTLY OR INDIRECTLY) PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS AND ON FEBRUARY 23, NAME AGE DIRECTORSHIPS 1996(1) - -------------------- --- -------------------------------------------------- -------------------- and Law (U.K.) (insurance), Societe Francaise de Factoring, Fonciere Lyonnaise, AIG Banque, Parabole Sofrace (Liban) and New London PLC. Thomas C. 52 President and Chief Executive Officer, Zephyr 1,333 Barry Management, Inc. (since December 1993); and Class III Rockefeller & Co., Inc. (registered investment adviser) (March 1983-December 1993); and Director, Alex. Brown Incorporated (investment banking) and Pacific Basin Bulk Shipping Limited. *John A. Bult 59 Chairman, PaineWebber International, Inc.; -0- Class III Director, PaineWebber Group Inc.; and Director, The Germany Fund, Inc., The New Germany Fund, Inc., The Central European Equity Fund, Inc., The Brazilian Equity Fund, Inc. and The Greater China Fund, Inc. (investment companies). Walter J.P. 73 Venture Capital Investor, United States Ambassador 1,072 Curley to Ireland (1975-77) and to France (1989-93); Class III Director, American Exploration Co. (oil and gas exploration), Sotheby's Holdings, Inc., Banque Paribas (International Advisory Board), Board of Trustees, The Frick Collection, and Chairman of the French American Foundation. Pierre H.R. 53 President and Chief Investment Officer, -0- Daviron Oppenheimer Capital International (asset Class I management) (since August 1993); Chairman of the Board of the Fund (May 1990-February 1993); Chairman, Chief Executive Officer and President, Indosuez International Investment Services, the Investment Adviser (May 1990-December 1992); Chief Executive Officer, Gartmore Indosuez Asset Management S.A. (May 1990-December 1992); Chairman and President, Indosuez Gartmore Gestions (now Indosuez Asset Management) (asset management) (June 1990-January 1993); Senior Vice President, Banque Indosuez (bank) (April 1990-June 1991); Director, Gartmore Investment Management Ltd. (asset management) (April 1990-January 1993); and Director and/or officer of
- ------------------ * Denotes an 'interested person,' as defined in the 1940 Act. Mr. Bult is an 'interested person' by reason of his affiliation with PaineWebber Incorporated, a broker-dealer registered under the Securities Exchange Act of 1934, as amended. Banque Indosuez and PaineWebber Incorporated and its affiliate PaineWebber International (U.K.) Ltd., were among the principal underwriters of the initial offering of the Fund's Common Stock in 1990. PaineWebber Incorporated was the underwriter of the Fund's rights offering in 1994. PaineWebber Incorporated is the parent company of the Fund's Administrator. 4
SHARES OF THE COMMON STOCK OF THE FUND BENEFICIALLY OWNED (DIRECTLY OR INDIRECTLY) PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS AND ON FEBRUARY 23, NAME AGE DIRECTORSHIPS 1996(1) - -------------------- --- -------------------------------------------------- -------------------- other affiliates of Banque Indosuez (April 1990-January 1993). Jacques 46 Researcher, French State Planning Agency; economic -0- Regniez adviser to Prime Minister of France (since 1991); Class I Administrator, Institut National de la Statistique et des Etudes Economiques (economics institute) (since 1978); Chairman (since 1990) and Director (since 1989), Techniques de Gestions Financieres S.A. (investment and finance); and President, FICAC 40 (investment company) (since 1989). *Bernard Simon- 57 Executive Vice President, Banque Indosuez; -0- Barboux Chairman, Indosuez Asset Management Asia Class III (finance), Indosuez Asset Management International (finance), Indosuez Caisse de Retraites and Himalayan Fund (investment company); Director, Indosuez Investment Management Services (finance), Cheuvreux de Virieu (securities brokerage), Indosuez North America Asset Management (finance) (since 1991), Korea Europe Fund (since 1991), Rome Stockholm (real estate), Gartmore PLC (finance), SEGESFI (finance) (since November 1988); Permanent Representative, Financiere Abeille Pai (finance) (banking) for Banque Indosuez, Suez Finance Counseil for Compagnie de Suez (since December 1990); and Director, Union Financiere de France (finance). John W. 58 Managing Partner, Spurdle & Company (private -0- Spurdle, Jr.(2) finance) (since February 1990); and Chairman, Class I Investment Management Partners Inc. (holding company) (since February 1992).
- ------------------ * Denotes an 'interested person,' as defined in the 1940 Act. Mr. Simon-Barboux is an 'interested person' by reason of his affiliations with Banque Indosuez, the indirect parent company of the Investment Adviser. (1) As of February 23, 1996, the nominees and Directors listed above who owned shares of the Common Stock owned individually less than 1% of the Fund's outstanding shares, and the Directors and officers of the Fund beneficially owned, directly or indirectly, in the aggregate less than 1% of the Fund's outstanding shares. (2) Member of the Audit Committee. (3) Member of the Nominating Committee. The Board of Directors presently has an Audit Committee and a Nominating Committee. The Audit Committee is currently composed of Messrs. de Logeres, Longchampt, Rapaccioli and Spurdle (Chairman), none of whom is an 'interested person' (as defined in the 1940 Act) of the Fund or of the Investment Adviser. The Audit Committee makes recommendations to the Board with respect to the selection of independent accountants and reviews with the independent 5 accountants the scope and results of the audit engagement. The Audit Committee also considers the range of audit and non-audit fees, reviews and approves non-audit services provided by the independent accountants and reviews the annual financial statements of the Fund. The Audit Committee held three (3) meetings during the Fund's fiscal year ended December 31, 1995. The Nominating Committee is composed of Messrs. de Logeres (Chairman), Longchampt and Somnolet, none of whom is an 'interested person' (as defined in the 1940 Act) of the Fund or the Investment Adviser. The Nominating Committee exercises all of the powers of the Board of Directors regarding nominations for Directors who would not be 'interested persons' (as defined in the 1940 Act). The Board of Directors has also in practice delegated to the Nominating Committee the initial consideration of all candidates for selection as a Director of the Fund. Each of the Director nominees, including each nominee who would not be an 'interested person,' was nominated by the Nominating Committee, and the Board of Directors of the Fund has ratified such recommendations. The Nominating Committee will not consider prospective nominees suggested by stockholders. The Nominating Committee held one (1) meeting during the Fund's fiscal year ended December 31, 1995. At the present time, the Board of Directors has no compensation committee or other committee performing similar functions. During the Fund's fiscal year ended December 31, 1995, the Board of Directors met four (4) times, and each Director (other than Messrs. Bult and Somnolet) attended at least 75% of the aggregate number of meetings of the Board and meetings of committees of the Board of Directors on which such Director served. Three of the Fund's Directors, Messrs. Simon-Barboux, Arvis and Regniez, and one of the Fund's nominees, Mr. Rapaccioli, are residents of France, and substantially all of the assets of such persons may be located outside of the United States. As a result, it may be difficult for United States investors to effect service of process upon such Directors within the United States or to realize judgments of courts of the United States predicated upon civil liabilities of such Directors under the federal securities laws of the United States. 6 INFORMATION REGARDING OFFICERS The executive officers of the Fund are as follows:
POSITION PRINCIPAL OCCUPATION NAME AGE WITH FUND DURING PAST FIVE YEARS - -------------------- --- ------------------------------ --------------------------------------------- Jean A. Arvis....... 60 Chairman (since 1993) Previously Indicated. Gerard Jeannin...... 60 President (since 1994) Senior Country Executive, Banque Indosuez (New York) (since July 1994); Senior Country Executive, Banque Indosuez (Tokyo Branch) (1989-July 1994) (securities com- pany, asset management company and leasing company). Steven M. Cancro.... 41 Vice President (since June First Vice President and General Counsel, 1992) and Secretary (since Banque Indosuez (New York) (since March 1991) 1991); Vice President and Associate Counsel (January 1988-March 1991). Frederick J. 36 Vice President (since June Vice President (since January 1991), Banque Schmidt............ 1992) and Treasurer (since Indosuez (New York). 1990)
The persons listed above as officers of the Fund, other than Mr. Arvis, are also employees of Banque Indosuez. The officers of the Fund will be elected by the Board of Directors at a meeting of the Board of Directors to be held following the Meeting. Mr. Arvis and Mr. Cancro have indicated beneficial ownership of 4,372 and 4,000 shares of the Fund, respectively, which represents less than 1% of the shares of the Fund outstanding. COMPENSATION OF DIRECTORS AND OFFICERS The Investment Adviser pays the compensation and certain expenses of its personnel, if any, who serve as Directors and officers of the Fund. The Fund pays each of its Directors who is not an 'interested person' (as defined in the 1940 Act) of the Fund (except by reason of being a Director) or of the Investment Adviser, the Fund's Administrator or any principal underwriter of the Fund, an annual fee of $7,500, plus an attendance fee of $700 for each meeting of the Board of Directors or of the Audit Committee attended. In addition, the Fund reimburses all Directors for certain out-of-pocket travel expenses in connection with their attendance at meetings of the Board of Directors or any committees thereof. The Fund pays an additional fee of $15,000 per year to Mr. de Logeres for providing certain consulting services to the Fund. 7 The following table provides information regarding the fees paid by the Fund to the non-interested Directors for their services for the Fund's fiscal year ended December 31, 1995.
PENSION OR TOTAL RETIREMENT COMPENSATION AGGREGATE BENEFITS FROM THE DIRECTOR COMPENSATION ACCRUED FUND - ----------------------------------- ------------ ---------- ------------ Thomas C. Barry.................... $ 10,300 $ 0 $10,300 Walter J.P. Curley................. 9,600 0 9,600 Pierre H.R. Daviron................ 10,300 0 10,300 Marc de F. de Logeres.............. 24,825 0 24,825 Michel Longchampt.................. 13,100 0 13,100 Michel A. Rapaccioli............... 13,100 0 13,100 Jacques Regniez.................... 10,300 0 10,300 Michel Somnolet.................... 8,900 0 8,900 John W. Spurdle, Jr................ 13,100 0 13,100
OWNERSHIP OF COMMON STOCK As of February 23, 1996, to the knowledge of the management of the Fund, there were no persons known to be control persons of the Fund, as such term is defined in Section 2(a)(9) of the 1940 Act. As of such date, the only person known to the Fund to have record or beneficial ownership of more than 5% of the outstanding Common Stock is the following:
NAME AND ADDRESS AMOUNT OF PERCENT OF BENEFICIAL/ BENEFICIAL/ OF RECORD OWNER RECORD OWNERSHIP CLASS - ----------------------------------- -------------------- ------- Cede & Co., as nominee for 15,073,445 shares 98.2% The Depository Trust Company P.O. Box 20 Bowling Green Station New York, NY 10004
As of February 23, 1996, Banque Indosuez owned 3,241 shares of the Common Stock, representing less than 1% of the number of shares of the Common Stock outstanding at such date, with sole voting and investment power. ------------------------ SELECTION OF INDEPENDENT ACCOUNTANTS (PROPOSAL 2) At a meeting of the Board of Directors held on December 12, 1995, a majority of the members of the Board of Directors, including a majority of Directors who are not 'interested persons' (as defined in the 1940 Act) of the Fund, in accordance with the recommendation of the Audit Committee of the Board of Directors, selected Price Waterhouse LLP as independent accountants for the Fund for the fiscal year ending December 31, 1996. Price Waterhouse LLP has audited the accounts of the Fund since the Fund's commencement of operations. Price Waterhouse LLP has informed the Fund that it does not have any direct interest or any material indirect financial interest in the Fund. The ratification of the selection of independent accountants is to be voted upon at the Meeting and, if no direction is made, it is the intention of the persons named in the accompanying proxy to vote proxies received in favor of ratification of Price Waterhouse LLP. A representative of Price Waterhouse LLP will be present at the Meeting to answer questions from the stockholders and will have an opportunity to make a statement if he or she chooses to do so. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2. 8 OTHER MATTERS No business other than as set forth herein is expected to come before the Meeting, but should any other matter requiring a vote of stockholders arise, including any question as to an adjournment of the Meeting, the persons named in the enclosed proxy will vote thereon according to their best judgment in the interests of the Fund. The principal business address of the Investment Adviser is 1211 Avenue of the Americas, New York, New York 10036. During the fiscal year of the Fund ended December 31, 1995, there were no transactions in the Common Stock of the Investment Adviser, its Parents or Subsidiaries by any officer, Director or nominee for election of Director of the Fund or the Investment Adviser in an amount equal to or exceeding 1% of the outstanding common stock of such entity. Mr. Arvis has indicated ownership of Directors' qualifying shares (less than 1% of the outstanding shares) of Banque Indosuez. Messrs. Arvis and Simon-Barboux have indicated ownership of ordinary shares and subscription rights (less than 1% of the outstanding shares) of Compagnie de Suez. In addition, Mr. Simon-Barboux has indicated ownership of one share of stock of Indosuez Asset Management International, which is a subsidiary of Banque Indosuez. ------------------------ STOCKHOLDER PROPOSALS Stockholder proposals intended to be presented at the Fund's Annual Meeting of Stockholders in 1997 must be received by the Fund on or before October 31, 1996, in order to be included in the Fund's proxy statement and form of proxy relating to that meeting. Steven M. Cancro Secretary Dated: March 13, 1996 WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND PROMPTLY RETURN IT TO THE FUND IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK FOR YOUR COOPERATION IN MAILING IN YOUR PROXY PROMPTLY. 9 THE FRANCE GROWTH FUND, INC. 1211 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10036 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Frederick J. Schmidt and Steven M. Cancro as Proxies, each with full power of substitution, and hereby authorizes each of them, with authority in each to act in the absence of the other, to represent and to vote, as designated below, all the shares of Common Stock of The France Growth Fund, Inc. (the 'Fund') held of record by the undersigned on February 23, 1996 at the Annual Meeting of Stockholders of the Fund to be held on April 24, 1996, or any adjournments thereof. PROPOSALS (Please check one box for each proposal) The Board of Directors recommends a vote FOR the nominees. 1. ELECTION OF DIRECTORS. The election of Class II directors to serve for a term expiring on the date on which the Annual Meeting of Stockholders is held in 1999. FOR all nominees listed below / / WITHHOLD AUTHORITY / / (except as marked to the contrary below) to vote for all nominees listed below
Nominees: Marc de F. de Logeres, Michel Longchampt, Michel A. Rapaccioli and Michel Somnolet. (UNLESS AUTHORITY TO VOTE FOR ANY OF THE FOREGOING NOMINEES IS WITHHELD, THIS PROXY WILL BE DEEMED TO CONFER AUTHORITY TO VOTE FOR EVERY NOMINEE WHOSE NAME IS NOT LISTED BELOW.) INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name in the following space: - -------------------------------------------------------------------------------- The Board of Directors recommends a vote FOR Proposal 2. 2. TO RATIFY THE SELECTION BY THE BOARD OF DIRECTORS OF PRICE WATERHOUSE LLP AS INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1996. FOR / / AGAINST / / ABSTAIN / /
3. In their discretion, the proxies are authorized to consider and act upon such other business as may properly come before the meeting or any adjournments thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2. PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. If shares are held jointly, each Shareholder named should sign. If only one signs, his or her signature will be binding. If the Shareholder is a corporation, the President or a Vice President should sign in his or her own name, indicating title. If the Shareholder is a partnership, a partner should sign in his or her own name, indicating that he or she is a 'Partner.' Dated: - ------------------------------------------, 1996 Name of Corporation (if applicable): - ------------------------------------------------------ (By) ------------------------------------------------- Signature (By) ------------------------------------------------- Signature PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE -----END PRIVACY-ENHANCED MESSAGE-----