N-PX 1 fgf311304form-npx.txt FORM N-PX As filed with the Securities and Exchange Commission on August 31, 2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act File Number: 811-5994 THE FRANCE GROWTH FUND, INC. ---------------------------- (Exact Name of the Registrant as Specified in Charter) 245 Park Avenue, 39th Floor New York, New York 10167 (Address of Principal Executive Offices - Zip Code) Registrant's Telephone Number, including area code: (212) 792-4222 Edmund P. Bergan, Jr., Vice Chairman c/o The France Growth Fund, Inc. 245 Park Avenue, 39th Floor New York, New York 10167 (Names and Addresses of agent for service) with copies to: Margaret A. Bancroft, Esq. Dechert LLP 30 Rockefeller Plaza New York, NY 10112 Date of fiscal year end: December 31 Date of reporting period: July 1, 2003 - June 30, 2004 Page 1 Item 1. Proxy Voting Record. ALCATEL (FORMERLY ALCATEL ALSTHOM) Ticker: ALA Security ID: F0191J101 Meeting Date: JUN 4, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Accept Consolidated Financial Statements For For Management and Statutory Reports 3 Approve Treatment of Losses For For Management 4 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 5 Reelect Jozef Cornu as Director For For Management 6 Authorize Issuance of Bonds/Debentures in For Against Management the Aggregate Amount of EUR 10 Billion 7 Authorize Repurchase of Up to Ten Percent For For Management of Issued Share Capital 8 Approve Reduction in Share Capital via For For Management Cancellation of Repurchased Shares 9 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 750 Million 10 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 750 Million 11 Set Global Limit for Capital Increase to For For Management Result from All Issuance Requests At EUR 750 Million 12 Approve Capital Increase Reserved for For For Management Employees Participating in Savings-Related Share Purchase Plan 13 Authorize Filing of Required For For Management Documents/Other Formalities Page 2 ALCATEL (FORMERLY ALCATEL ALSTHOM) Ticker: ALA Security ID: F0191J101 Meeting Date: MAY 25, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Accept Consolidated Financial Statements For For Management and Statutory Reports 3 Approve Treatment of Losses For For Management 4 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 5 Reelect Jozef Cornu as Director For For Management 6 Authorize Issuance of Bonds/Debentures in For Against Management the Aggregate Amount of EUR 10 Billion 7 Authorize Repurchase of Up to Ten Percent For For Management of Issued Share Capital 8 Approve Reduction in Share Capital via For For Management Cancellation of Repurchased Shares 9 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 750 Million 10 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 750 Million 11 Set Global Limit for Capital Increase to For For Management Result from All Issuance Requests At EUR 750 Million 12 Approve Capital Increase Reserved for For For Management Employees Participating in Savings-Related Share Purchase Plan 13 Authorize Filing of Required For For Management Documents/Other Formalities Page 3 BNP PARIBAS SA (FM. BANQUE NATIONALE DE PARIS) Ticker: Security ID: F1058Q238 Meeting Date: MAY 13, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Consolidated Financial Statements For For Management and Statutory Reports 2 Approve Financial Statements and For For Management Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 2.175 per Share 4 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 5 Authorize Issuance of Bonds/Debentures in For For Management the Nominal Value of Up to EUR 30 Billion 6 Authorize Repurchase of Up to Ten Percent For For Management of Issued Share Capital 7 Reelect Louis Schweitzer as Director For For Management 8 Reelect Lindsay Owen-Jones as Director For For Management 9 Confirm Expiration of Term of David Peake For For Management as Director 10 Authorize Filing of Required For For Management Documents/Other Formalities 11 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 1 Billion 12 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 340 Million 13 Authorize Capitalization of Reserves of For For Management Up to EUR 1 Billion for Bonus Issue or Increase in Par Value 14 Allow Board to Issue Shares in the Event For For Management of a Public Tender Offer or Share Exchange Offer, Subject to Certain Conditions 15 Amend Terms of Capital Increase Reserved For For Management for Employees Participating in Savings-Related Share Purchase Plan Submitted to Shareholder Vote at May 14, 2003, AGM/EGM 16 Approve Reduction in Share Capital via For For Management Cancellation of Repurchased Shares 17 Amend Articles of Association Re: Role of For For Management Chairman, Access to Information, Internal Control Procedures, Convening of Board Meetings, and Signing of the Minutes of Board Meetings 18 Authorize Filing of Required For For Management Documents/Other Formalities Page 4 BNP PARIBAS SA (FM. BANQUE NATIONALE DE PARIS) Ticker: Security ID: F1058Q238 Meeting Date: MAY 28, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Consolidated Financial Statements For Did Not Management and Statutory Reports Vote 2 Approve Financial Statements and For Did Not Management Statutory Reports Vote 3 Approve Allocation of Income and For Did Not Management Dividends of EUR 2.175 per Share Vote 4 Approve Special Auditors' Report For Did Not Management Regarding Related-Party Transactions Vote 5 Authorize Issuance of Bonds/Debentures in For Did Not Management the Nominal Value of Up to EUR 30 Billion Vote 6 Authorize Repurchase of Up to Ten Percent For Did Not Management of Issued Share Capital Vote 7 Reelect Louis Schweitzer as Director For Did Not Management Vote 8 Reelect Lindsay Owen-Jones as Director For Did Not Management Vote 9 Confirm Expiration of Term of David Peake For Did Not Management as Director Vote 10 Authorize Filing of Required For Did Not Management Documents/Other Formalities Vote 11 Authorize Issuance of Equity or For Did Not Management Equity-Linked Securities with Preemptive Vote Rights up to Aggregate Nominal Amount of EUR 1 Billion 12 Authorize Issuance of Equity or For Did Not Management Equity-Linked Securities without Vote Preemptive Rights up to Aggregate Nominal Amount of EUR 340 Million 13 Authorize Capitalization of Reserves of For Did Not Management Up to EUR 1 Billion for Bonus Issue or Vote Increase in Par Value 14 Allow Board to Issue Shares in the Event For Did Not Management of a Public Tender Offer or Share Vote Exchange Offer, Subject to Certain Conditions 15 Amend Terms of Capital Increase Reserved For Did Not Management for Employees Participating in Vote Savings-Related Share Purchase Plan Submitted to Shareholder Vote at May 14, 2003, AGM/EGM 16 Approve Reduction in Share Capital via For Did Not Management Cancellation of Repurchased Shares Vote 17 Amend Articles of Association Re: Role of For Did Not Management Chairman, Access to Information, Internal Vote Control Procedures, Convening of Board Meetings, and Signing of the Minutes of Board Meetings 18 Authorize Filing of Required For Did Not Management Documents/Other Formalities Vote Page 5 BONDUELLE S.C.A. Ticker: Security ID: F10689119 Meeting Date: DEC 10, 2003 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Accounts and For For Management Discharge Directors and Auditors 3 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 4 Approve Allocation of Income and For For Management Dividends of EUR 1.87 per Share 5 Approve Remuneration of Supervisory Board For For Management in the Aggregate Amount of EUR 4,500 6 Authorize Repurchase of Up to Ten Percent For For Management of Issued Share Capital 7 Reelect Bruno Bonduelle as Supervisory For For Management Board Member 8 Reelect Felix Bonduelle as Supervisory For For Management Board Member 9 Reelect Jean-Marie Bonduelle as For For Management Supervisory Board Member 10 Reelect Andre Bonduelle as Supervisory For For Management Board Member 11 Reelect Olivier Cavrois as Supervisory For For Management Board Member 12 Reelect Stanlislas Dalle as Supervisory For For Management Board Member 13 Reelect Francis Danjou as Supervisory For For Management Board Member 14 Reelect Jean Gueguen as Supervisory Board For For Management Member 15 Elect Andre Crespel as Supervisory Board For For Management Member 16 Elect Daniel Bracquart as Supervisory For For Management Board Member 17 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 10 Million 18 Authorize Filing of Required For For Management Documents/Other Formalities Page 6 BUSINESS OBJECTS S.A. Ticker: BOBJ Security ID: F12338103 Meeting Date: DEC 11, 2003 Meeting Type: Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Acquisition of Crystal Decsions For For Management Inc. and Approve Terms of Merger Agreement 2 Approve Issuance of Up to 37 Million For For Management Shares in Connection with Acquisition, and Amend Articles Accordingly 3 Approve Issuance of Warrants to Subscribe For For Management to Up to 15,000 Shares to David J. Roux 4 Authorize Issuance of Up to 250,000 For For Management Shares Reserved for Business Objects SA Employee Benefits Trust for Use in 1995 International Employee Stock Purchase Plan 5 Approve Issuance of Up to 50,000 Shares For For Management Reserved for Employees Participating in Savings-Related Share Purchase Plan 6 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 1.3 Million 7 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 1.3 Million 8 Amend 2001 Executive Stock Option Plan For Against Management Re: Number of Available Shares 9 Elect David J. Roux as Director For For Management 10 Approve Increase in Director Remuneration For For Management to Aggregate Amount of EUR 350,000 11 Authorize Filing of Required For For Management Documents/Other Formalities Page 7 BUSINESS OBJECTS S.A. Ticker: BOBJ Security ID: F12338103 Meeting Date: JUN 3, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Accept Consolidated Financial Statements For For Management and Statutory Reports 3 Approve Allocation of Income and Omission For For Management of Dividends 4 Reelect Arnold Silverman as Director For For Management 5 Reelect Albert Eisentat as Director For For Management 6 Reelect Bernard Charles as Director For For Management 7 Elect Kurt Lauk as Director For For Management 8 Approve Transactions with a Related Party For For Management Not Previously Approved by the Board 9 Approve Transaction with a Related Party For Against Management 10 Authorize Repurchase of Up to Ten Percent For For Management of Issued Share Capital 11 Approve Reduction in Share Capital via For For Management Cancellation of Repurchased Shares 12 Approve Issuance of Warrants Exercisable For Against Management Into Up to 45,000 Shares to Arnold Silverman 13 Approve Issuance of Warrants Exercisable For Against Management Into Up to 45,000 Shares to Albert Eisenstat 14 Approve Issuance of Warrants Exercisable For Against Management Into Up to 45,000 Shares to Bernard Charles 15 Approve Issuance of Warrants Exercisable For Against Management Into Up to 45,000 Shares to Kurt Lauk 16 Approve Issuance of Warrants Exercisable For Against Management Into Up to 30,000 Shares to Gerald Held 17 Approve Issuance of Warrants Exercisable For Against Management Into Up to 30,000 Shares to Jean-Francois Heitz 18 Approve Issuance of Warrants Exercisable For Against Management Into Up to 30,000 Shares to David Peterschmidt 19 Approve Issuance of Warrants Exercisable For Against Management Into Up to 30,000 Shares to David Roux 20 Approve Capital Increase Reserved for For For Management Employees Participating in Savings-Related Share Purchase Plan 21 Confirm Terms of 1995 International For For Management Employee Stock Purchase Plan 22 Authorize Issuance of Up to 325,000 For For Management Shares to Business Objects S.A. Employee Benefits Trust for Use in 1995 International Employee Stock Purchase Plan 23 Authorize Issuance of Up to 475,000 For For Management Shares to Business Objects S.A. Employee Benefits Trust for Use in 2004 International Employee Stock Purchase Plan 24 Authorize Issuance of Up to 2.5 Million For Against Management Shares to Business Objects S.A Employee Benefit Sub-Plan Trust Under 2001 Stock Option Plan Page 8 25 Authorize Board to Rename 2001 Stock For Against Management Option Plan as 2001 Stock Incentive Plan and to Create Subsidiary Stock Incentive Sub-Plan Under 2001 Stock Incentive Plan 26 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights Up to Aggregate Nominal Amount of EUR 1.3 Million 27 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights Up to Aggregate Nominal Amount of EUR 1.3 Million 28 Authorize Capitalization of Reserves of For For Management Up to EUR 1.3 Million for Bonus Issue or Increase in Par Value 29 Authorize Issuance of Equity or For Against Management Equity-Linked Securities Reserved to Qualified Investors Up to Aggregate Nominal Amount of EUR 1.3 Million 30 Authorize Issuance of Shares with and For Against Management Without Warrants Attached Reserved to Board Members in the Maximum Aggregate Nominal Amount of EUR 30,000 31 Amend Articles of Association to Reflect For Against Management 2003 Legal Changes Re: Shareholding Disclosure Requirements, Auditor Attendance at Board Meetings, and Related-Party Transactions 32 Amend Articles of Association Re: For Against Management Cancellation of Warrants 33 Authorize Filing of Required For For Management Documents/Other Formalities Page 9 BUSINESS OBJECTS S.A. Ticker: BOBJ Security ID: F12338103 Meeting Date: MAY 27, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Accept Consolidated Financial Statements For For Management and Statutory Reports 3 Approve Allocation of Income and Omission For For Management of Dividends 4 Reelect Arnold Silverman as Director For For Management 5 Reelect Albert Eisenstat as Director For For Management 6 Reelect Bernard Charles as Director For For Management 7 Elect Kurt Lauk as Director For Against Management 8 Ratify Transaction with a Related Party, For For Management Not Previously Approved by the Board 9 Approve Transaction with a Related Party For For Management 10 Authorize Repurchase of Up to Ten Percent For For Management of Issued Share Capital 11 Approve Reduction in Share Capital via For For Management Cancellation of Repurchased Shares 12 Approve Issuance of Warrants Exercisable For For Management Into Up to 45,000 Shares to Arnold Silverman 13 Approve Issuance Warrants Exercisable For For Management Into Up to 45,000 Shares to Albert Eisenstat 14 Approve Issuance of Warrants Exercisable For For Management Into Up to 45,000 Shares to Bernard Charles 15 Approve Issuance Warrants Exercisable For For Management Into Up to 45,000 Shares to Kurt Lauk 16 Approve Issuance Warrants Exercisable For For Management Into Up to 30,000 Shares to Gerald Held 17 Approve Issuance of Warrants Exercisable For For Management Into Up to 30,000 Shares to Jean-Francois Heitz 18 Approve Issuance of Warrants Exercisable For For Management Into Up to 30,000 Shares to David Peterschmidt 19 Approve Issuance of Warrants Exercisable For For Management Into Up to 30,000 Shares to David Roux 20 Approve Capital Increase Reserved for For For Management Employees Participating in Savings-Related Share Purchase Plan 21 Confirm Terms of 1995 International For For Management Employee Stock Purchase Plan 22 Authorize Issuance of Up to 325,000 For For Management Shares to Business Objects SA Employee Benefits Trust for Use in 1995 International Employee Stock Purchase Plan 23 Authorize Issuance of Up to 475,000 For For Management Shares to Business Objects SA Employee Benefits Trust for Use in 2004 International Employee Stock Purchase Plan 24 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 1.3 Million 25 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 1.3 Million 26 Authorize Capitalization of Reserves of For For Management Up to EUR 1.3 Million for Bonus Issue or Increase in Par Value 27 Authorize Issuance of Shares Without For Against Management Preemptive Rights in the Aggregate Nominal Amount of EUR 1.3 Million 28 Amend Articles of Association to Reflect For Against Management 2003 Legal Changes to French Commercial Code Re: Shareholding Disclosure Requirement, Auditor Attendance at Board Meetings, and Related-Party Transactions 29 Amend Articles of Association Re: For Against Management Cancellation of Warrants 30 Authorize Filing of Required For For Management Documents/Other Formalities Page 10 CEGEDIM SA Ticker: Security ID: F1453Y109 Meeting Date: APR 28, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Discharge Directors 2 Approve Allocation of Income and For For Management Dividends of EUR 0.81 per Share 3 Accept Consolidated Financial Statements For For Management and Statutory Reports 4 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 5 Approve Remuneration of Directors in the For For Management Aggregate Amount of EUR 32,500 6 Reelect Jean-Claude Labrune, Alliance For Against Management Sante Distribution (Represented by Jean-Louis Mery), Le GIE Gers (Represented by Norbert Andreo), and Societe Sofimat.Or (Represented by Pierre Marucchi) as Directors 7 Ratify Fidus Audit Represented by For For Management Jean-Luc Leviel as Alternate Auditors 8 Authorize Repurchase of Up to Ten Percent For For Management of Issued Share Capital 9 Approve Capital Increase Reserved for For For Management Employees Participating in Savings-Related Share Purchase Plan 10 Authorize Filing of Required For For Management Documents/Other Formalities Page 11 CNP ASSURANCES Ticker: Security ID: F1876N318 Meeting Date: JUN 8, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Accept Consolidated Financial Statements For For Management and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 2.295 per Share 4 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 5 Ratify Cooptation of Etienne Bertier as For For Management Supervisory Board Member 6 Ratify Cooptation of Anthony Orsatelli as For For Management Supervisory Board Member 7 Ratify Cooptation of Nicolas Merindol as For For Management Supervisory Board Member 8 Ratify Cooptation of Jerome Gallot as For For Management Supervisory Board Member 9 Ratify Cooptation of Dominique Marcel as For For Management Supervisory Board Member 10 Elect Philippe Baumlin as Supervisory For For Management Board Member 11 Approve Resignation of Jean Lecointre as For For Management Censor 12 Ratify Mazars et Guerard and KPMG S.A. as For For Management Auditors and Franck Boyer and SCP Jean Claude Andre as Alternate Auditors 13 Authorize Repurchase of Up to Ten Percent For For Management of Issued Share Capital 14 Amend Article 30 to Reflect 2003 Legal For Against Management Changes Re: Related-Party Transactions 15 Authorize Filing of Required For For Management Documents/Other Formalities Page 12 CREDIT AGRICOLE SA Ticker: Security ID: F22797108 Meeting Date: MAY 19, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Discharge Directors 2 Accept Consolidated Financial Statements For For Management and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 0.825 per Share 4 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 5 Elect Alain Dieval as Director in For Against Management Replacement of Pierre Bastide 6 Elect Daniel Lebegue as Director in For Against Management Replacement of Jean Peyrelevade 7 Elect Michel Michaut as Director in For Against Management Replacement of Jean-Marie Sander 8 Reelect Pierre Bru as Director For Against Management 9 Reelect Yves Couturier as Director For Against Management 10 Reelect Pierre Kerfriden as Director For Against Management 11 Reelect Jean Le Brun as Director For Against Management 12 Confirm End of Term of Cabinet Alain For For Management Laine as Auditors and Cabinet Mazars & Guerard as Deputy Auditor and Appoint New Auditors 13 Authorize Issuance of Bonds/Debentures Up For For Management to Aggregate Amount of EUR 20 Billion 14 Approve Remuneration of Directors in the For For Management Aggregate Amount of EUR 670,000 15 Authorize Repurchase of Up to Ten Percent For For Management of Issued Share Capital 16 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 1 Billion 17 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 1 Bilion 18 Authorize Capitalization of Reserves of For For Management Up to EUR 3 Billion for Bonus Issue or Increase in Par Value 19 Approve Capital Increase Reserved for For For Management Employees Participating in Savings-Related Share Purchase Plan 20 Approve Reduction in Share Capital via For For Management Cancellation of Repurchased Shares 21 Authorize Filing of Required For For Management Documents/Other Formalities Page 13 DASSAULT SYSTEMES SA Ticker: DASXY Security ID: F2457H100 Meeting Date: JUN 2, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 2 Approve Financial Statements and For For Management Discharge Directors 3 Accept Consolidated Financial Statements For For Management and Statutory Reports 4 Approve Allocation of Income and For For Management Dividends of EUR 0.51 per Share 5 Authorize Repurchase of Up to Ten Percent For For Management of Issued Share Capital 6 Approve Remuneration of Directors in the For For Management Aggregate Amount of EUR 140,000 7 Ratify Ernst & Young Audit For For Management 8 Ratify Francois Carrega as Alternate For For Management Auditor 9 Authorize Issuance of Bonds/Debentures in For For Management the Aggregate Value of EUR 1 Billion 10 Amend Articles of Association to Reflect For Against Management 2003 Legal Changes Re: Access to Information, Related-Party Transactions, and Auditors 11 Approve Reduction in Share Capital via For For Management Cancellation of Repurchased Shares 12 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 25 Million 13 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 25 Million 14 Authorize Capitalization of Reserves of For For Management Up to EUR 25 Million for Bonus Issue or Increase in Par Value 15 Allow Board to Issue Shares in the Event For Against Management of a Public Tender Offer or Share Exchange Offer 16 Approve Capital Increase Reserved for For For Management Employees Participating in Savings-Related Share Purchase Plan 17 Authorize Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 15 Million 18 Authorize Filing of Required For For Management Documents/Other Formalities Page 14 ESSILOR INTERNATIONAL Ticker: Security ID: F31668100 Meeting Date: MAY 14, 2004 Meeting Type: Annual # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements, Statutory For Did Not Management Reports, Consolidated Financial Vote Statements, and Discharge Directors 2 Approve Allocation of Income and For Did Not Management Dividends of EUR 0.84 per Share Vote 3 Approve Special Auditors' Report For Did Not Management Regarding Related-Party Transactions Vote 4 Reelect Xavier Fontanet as Director For Did Not Management Vote 5 Elect Louis Lesperance as Director For Did Not Management Vote 6 Elect Jean-Pierre Martin as Director For Did Not Management Vote 7 Elect Yves Chevillotte as Director For Did Not Management Vote 8 Approve Remuneration of Directors in the For Did Not Management Aggregate Amount of EUR 165,000 Vote 9 Authorize Repurchase of Up to Ten Percent For Did Not Management of Issued Share Capital Vote 10 Authorize Filing of Required For Did Not Management Documents/Other Formalities Vote Page 15 ESSILOR INTERNATIONAL Ticker: Security ID: F31668100 Meeting Date: MAY 5, 2004 Meeting Type: Annual # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements, Statutory For For Management Reports, Consolidated Financial Statements, and Discharge Directors 2 Approve Allocation of Income and For For Management Dividends of EUR 0.84 per Share 3 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 4 Reelect Xavier Fontanet as Director For For Management 5 Elect Louis Lesperance as Director For For Management 6 Elect Jean-Pierre Martin as Director For For Management 7 Elect Yves Chevillotte as Director For For Management 8 Approve Remuneration of Directors in the For For Management Aggregate Amount of EUR 165,000 9 Authorize Repurchase of Up to Ten Percent For For Management of Issued Share Capital 10 Authorize Filing of Required For For Management Documents/Other Formalities Page 16 EULER HERMES (FORMERLY EULER & HERMES S.A.) Ticker: Security ID: F2013Q107 Meeting Date: APR 28, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Accept Consolidated Financial Statements For For Management and Statutory Reports 3 Approve Non-Tax Deductible Expenses For For Management 4 Approve Discharge of Management Board, For For Management Supervisory Board and Auditors 5 Approve Allocation of Income and For For Management Dividends of EUR 2.73 per Share 6 Approve Stock Dividend Program For For Management 7 Confirm Absence of Changes in the For For Management Treasury Shares Account 8 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 9 Reelect Laurent Mignon as Supervisory For Against Management Board Member 10 Reelect Reiner Hagemann as Supervisory For Against Management Board Member 11 Reelect Charles de Croisset as For For Management Supervisory Board Member 12 Reelect Robert Hudry as Supervisory Board For For Management Member 13 Reelect Francois Thomazeau as Supervisory For Against Management Board Member 14 Authorize Issuance of Bonds/Debentures For For Management 15 Authorize Repurchase of Up to Ten Percent For For Management of Issued Share Capital 16 Approve Reduction in Share Capital via For For Management Cancellation of Repurchased Shares 17 Authorize Issuance of Equity or For Against Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 750 Million 18 Allow Board to Issue Shares in the Event For Against Management of a Public Tender Offer or Share Exchange Offer 19 Authorize Capitalization of Reserves of For For Management Up to EUR 750 Million for Bonus Issue or Increase in Par Value 20 Approve Capital Increase Reserved for For For Management Employees Participating in Savings-Related Share Purchase Plan 21 Authorize Filing of Required For For Management Documents/Other Formalities Page 17 FIMALAC SA Ticker: Security ID: F3534D120 Meeting Date: JUN 8, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Accept Consolidated Financial Statements For For Management and Statutory Reports 3 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 4 Approve Allocation of Income and For For Management Dividends of EUR 1.425 per Share 5 Approve Stock Dividend Program For For Management 6 Ratify Appointment of Arnaud Lagardere as For For Management Director 7 Ratify Appointment of Philippe Lagayette For For Management as Director 8 Reelect Fimalac Participations as For For Management Director 9 Reelect Marc Ladreit de Lacharriere as For For Management Director 10 Reelect Philippe Lagayette as Director For For Management 11 Reelect Veronique Morali as Director For For Management 12 Approve Remuneration of Directors in the For For Management Aggregate Amount of EUR 252,000 13 Authorize Repurchase of Up to 3,722,146 For For Management Shares 14 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights and Capitalization of Reserves of Up to EUR 300 Million for Bonus Issue or Increase in Par Value 15 Authorize Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 150 Million 16 Approve Capital Increase Reserved for For For Management Employees Participating in Savings-Related Share Purchase Plan 17 Approve Reduction in Share Capital via For For Management Cancellation of Repurchased Shares 18 Amend Articles to Reflect 2003 Legal For For Management Changes Re: Powers of the Chairman 19 Authorize Filing of Required For For Management Documents/Other Formalities Page 18 FRANCE TELECOM SA Ticker: Security ID: F4113C103 Meeting Date: APR 9, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Discharge Directors for Fiscal Year Ended Dec. 2003 2 Accept Consolidated Financial Statements For For Management and Statutory Reports for Fiscal Year Ended Dec. 2003 3 Approve Treatment of Losses and Dividends For For Management of EUR 0.25 per Share 4 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 5 Authorize Repurchase of Up to Ten Percent For For Management of Issued Share Capital 6 Fix Issue Price of Previous Authority to For For Management Issue Equity or Equity-Linked Securities without Preemptive Rights Submitted to Shareholder Vote at Feb. 25, 2003 EGM to Increase Capital by up to EUR 30 Billion 7 Amend Article 1, 2, and 7 to Reflect 2003 For For Management Legislative Changes, Postal Service and Telecommunication Code, and European Parliament Directives 8 Amend Articles to Reflect 2003 For For Management Legislative Changes; Remove French Government Obligation to Retain Majority Stake in Company and Amend Articles with Respect to Board Composition 9 Amend Articles to Reflect Potential For For Management Change in Control with Respect to Powers of Chairman and Management 10 Amend Articles of Association to For For Management Introduce Liquidation Provision 11 Authorize Board to Issue Up to 30 Million For For Management Shares to Participants of Wanadoo Stock Option Plan in Connection with France Telecom Liquidity Agreement 12 Approve Capital Increase Reserved for For Against Management Employees Participating in Savings-Related Share Purchase Plan 13 Authorize Filing of Required For For Management Documents/Other Formalities Page 19 FRANCE TELECOM SA Ticker: Security ID: F4113C103 Meeting Date: OCT 6, 2003 Meeting Type: Special # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Terms of Share Repurchase Plan For For Management Submitted to Shareholder Vote at May 27, 2003, AGM/EGM 2 Authorize Board to Issue Up to 100 For For Management Million Shares to Participants of Orange's Stock Option Plan, Share Purchase Plan, Orange Senior Discretionary Share Plan and Restricted Share Plan, As Well As Signatories of France Telecom Liquidity Agreement 3 Approve Capital Increase Reserved for For For Management Employees Participating in Savings-Related Share Purchase Plan 4 Authorize Filing of Required For For Management Documents/Other Formalities Page 20 FRANCE TELECOM SA Ticker: Security ID: F4113C103 Meeting Date: OCT 6, 2003 Meeting Type: Bondholder # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Directors' Report None Did Not Management Vote 2 Approve Issue Authorities Submitted to For Did Not Management Shareholder Vote at Oct. 6, 2003 EGM Vote Regarding Acquisition of Stake in Orange and Capital Increase Reserved for Employees Participating in Savings-Related Share Purchase Plan 3 Authorize Filing of Required For Did Not Management Documents/Other Formalities Vote Page 21 GROUPE DANONE Ticker: DA Security ID: F12033134 Meeting Date: APR 15, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 2 Approve Financial Statements, Statutory For For Management Reports, and Consolidated Financial Statements 3 Approve Allocation of Income and For For Management Dividends of EUR 3.675 per Share 4 Ratify Changed Location of Registered For For Management Office/Headquarters 5 Reelect Franck Riboud as Director For For Management 6 Reelect Emmanuel Faber as Director For For Management 7 Maintain Jerome Seydoux as Director For For Management 8 Ratify Mazars & Guerard as Auditors For For Management 9 Ratify PricewaterhouseCoopers Audit as For For Management Auditors 10 Ratify Patrick de Cambourg as Alternate For For Management Auditor 11 Ratify Anne Monteil as Alternate Auditor For For Management 12 Authorize Repurchase of Up to Ten Percent For For Management of Issued Share Capital 13 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 45 Million 14 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 45 Million 15 Approve Capital Increase Reserved for For For Management Employees Participating in Savings-Related Share Purchase Plan 16 Adopt New Articles Pursuant to Amendments For Against Management to Reflect Financial Security legislation, and Amended Corporate Purpose 17 Approve 2-for-1 Stock Split For For Management 18 Authorize Filing of Required For For Management Documents/Other Formalities Page 22 GROUPE DANONE Ticker: DA Security ID: F12033134 Meeting Date: APR 6, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 2 Approve Financial Statements, Statutory For For Management Reports, and Consolidated Financial Statements 3 Approve Allocation of Income and For For Management Dividends of EUR 3.675 per Share 4 Ratify Changed Location of Registered For For Management Office/Headquarters 5 Reelect Franck Riboud as Director For For Management 6 Reelect Emmanuel Faber as Director For For Management 7 Maintain Jerome Seydoux as Director For For Management 8 Ratify Mazars & Guerard as Auditors For For Management 9 Ratify PricewaterhouseCoopers Audit as For For Management Auditors 10 Ratify Patrick de Cambourg as Alternate For For Management Auditor 11 Ratify Anne Monteil as Alternate Auditor For For Management 12 Authorize Repurchase of Up to Ten Percent For For Management of Issued Share Capital 13 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 45 Million 14 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 45 Million 15 Approve Capital Increase Reserved for For For Management Employees Participating in Savings-Related Share Purchase Plan 16 Adopt New Articles Pursuant to Amendments For Against Management to Reflect Financial Security legislation, and Amended Corporate Purpose 17 Approve 2-for-1 Stock Split For For Management 18 Authorize Filing of Required For For Management Documents/Other Formalities Page 23 HERMES INTERNATIONAL Ticker: Security ID: F48051100 Meeting Date: JUN 8, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Discharge of Directors For For Management 3 Approve Allocation of Income and Net For For Management Dividends of EUR 1.70 per Share 4 Accept Consolidated Financial Statements For For Management and Statutory Reports 5 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 6 Authorize Repurchase of Up to Ten Percent For For Management of Issued Share Capital 7 Authorize Filing of Required For For Management Documents/Other Formalities 8 Approve Reduction in Share Capital via For For Management Cancellation of Repurchased Shares 9 Authorize Filing of Required For For Management Documents/Other Formalities Page 24 IMERYS (FORMERLY IMETAL) Ticker: Security ID: F49644101 Meeting Date: MAY 3, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Accept Consolidated Financial Statements For For Management and Statutory Reports 3 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 4 Approve Allocation of Income and For For Management Dividends of EUR 7.50 per Share 5 Reelect Paul Desmarais, Jr. as For For Management Supervisory Board Member 6 Reelect Jocelyn Lefebvre as Supervisory For Against Management Board Member 7 Reelect Eric Le Moyne de Serigny as For For Management Supervisory Board Member 8 Reelect Yves-Rene Nanot as Supervisory For For Management Board Member 9 Reelect Edouard de Rothschild as For For Management Supervisory Board Member 10 Appoint Ernst & Young Audit and Deloitte For For Management Touche Tohmatsu as Auditors and Jean-Marc Montserrat and BEAS as Alternate Auditors 11 Approve Terms of Amended and Restated For For Management 2000 Employee Stock Purchase Plan Reserved for Employees of American Subsidiaries 12 Authorize Repurchase of Up to Ten Percent For For Management of Issued Share Capital 13 Approve Four-for-One Stock Split For For Management 14 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 60 Million 15 Authorize Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 60 Million 16 Authorize Capitalization of Reserves of For For Management Up to EUR 60 Million for Bonus Issue or Increase in Par Value 17 Set Global Limit for Capital Increase to For For Management Result from All Issuance Requests at EUR 90 Million 18 Approve Capital Increase Reserved for For For Management Employees Participating in Savings-Related Share Purchase Plan 19 Approve Reduction in Share Capital via For For Management Cancellation of Repurchased Shares 20 Amend Article 24 in Accordance with 2003 For Against Management Legal Changes Re: Related-Party Transactions 21 Authorize Filing of Required For For Management Documents/Other Formalities Page 25 LAGARDERE S.C.A. Ticker: Security ID: F5485U100 Meeting Date: MAY 11, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For Did Not Management Discharge Directors Vote 2 Accept Consolidated Financial Statements For Did Not Management and Statutory Reports Vote 3 Approve Allocation of Income and For Did Not Management Dividends of EUR 1.35 per Share Vote 4 Approve Special Auditors' Report For Did Not Management Regarding Related-Party Transactions Vote 5 Authorize Repurchase of Up to Ten Percent For Did Not Management of Issued Share Capital Vote 6 Reelect Raymond H. Levy as Supervisory For Did Not Management Board Member Vote 7 Reelect Pehr G. Gyllenhammar as For Did Not Management Supervisory Board Member Vote 8 Reelect Pierre Lescure as Supervisory For Did Not Management Board Member Vote 9 Reelect Didier Pineau-Valencienne as For Did Not Management Supervisory Board Member Vote 10 Reelect Felix G. Rohatyn as Supervisory For Did Not Management Board Member Vote 11 Reelect Groupama S.A. as Supervisory For Did Not Management Board Member Vote 12 Reelect Manfred Bischoff as Supervisory For Did Not Management Board Member Vote 13 Reelect George Chaudron de Courcel as For Did Not Management Supervisory Board Member Vote 14 Reelect Christian Marbach as Supervisory For Did Not Management Board Member Vote 15 Reelect Bernard Mirat as Supervisory For Did Not Management Board Member Vote 16 Elect Bernard Arnaud as Supervisory Board For Did Not Management Member Vote 17 Elect Dr. Hubert Burda as Supervisory For Did Not Management Board Member Vote 18 Elect Rene Carron as Supervisory Board For Did Not Management Member Vote 19 Elect Henri Proglio as Supervisory Board For Did Not Management Member Vote 20 Elect Francois Roussely as Supervisory For Did Not Management Board Member Vote 21 Appoint Bernard Esambert as Censor For Did Not Management Vote 22 Approve Remuneration of Directors in the For Did Not Management Aggregate Amount of EUR 600,000 Vote 23 Authorize Issuance of Bonds/Debentures in For Did Not Management the Aggregate Nominal Value of EUR 3 Vote Billion 24 Authorize Issuance of Equity or For Did Not Management Equity-Linked Securities with Preemptive Vote Rights up to Aggregate Nominal Amount of EUR 300 Million 25 Authorize Issuance of Equity or For Did Not Management Equity-Linked Securities without Vote Preemptive Rights up to Aggregate Nominal Amount of EUR 300 Million 26 Authorize Capital Increase of Up to EUR For Did Not Management 300 Million for Future Exchange Offers Vote 27 Authorize Capitalization of Reserves of For Did Not Management Up to EUR 300 Million for Bonus Issue or Vote Increase in Par Value 28 Set Global Limit for Capital Increase to For Did Not Management Result from Issuance Requests Pursuant to Vote Items 24, 25 and 26 at EUR 300 Million 29 Allow Board to Issue Shares in the Event For Did Not Management of a Public Tender Offer or Share Vote Exchange Offer 30 Approve Capital Increase Reserved for For Did Not Management Employees Participating in Vote Savings-Related Share Purchase Plan 31 Approve Stock Option Plan Grants For Did Not Management Vote 32 Amend Articles of Association to Reflect For Did Not Management 2003 Legal Changes to French Commercial Vote Code Re: Related-Party Transactions 33 Authorize Filing of Required For Did Not Management Documents/Other Formalities Vote Page 26 LE CARBONE LORRAINE Ticker: Security ID: F13755115 Meeting Date: MAY 13, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For Did Not Management Statutory Reports Vote 2 Accept Consolidated Financial Statements For Did Not Management and Statutory Reports Vote 3 Approve Treatment of Losses For Did Not Management Vote 4 Approve Special Auditors' Report For Did Not Management Regarding Related-Party Transactions Vote 5 Authorize Repurchase of Up to Ten Percent For Did Not Management of Issued Share Capital Vote 6 Appoint Deloitte Touche Tohmatsu as For Did Not Management Auditors and Beas as Alternate Auditor Vote 7 Appoint KPMG Audit as Auditors and S.C.P. For Did Not Management Jean-Claude Andre et Autres as Alternate Vote Auditor 8 Ratify Cooptation of Lise Nobre as For Did Not Management Director Vote 9 Authorize Filing of Required For Did Not Management Documents/Other Formalities Vote 10 Authorize Issuance of Equity or For Did Not Management Equity-Linked Securities with Preemptive Vote Rights up to Aggregate Nominal Amount of EUR 10 Million; Authorize Board to Issue Shares in the Event of a Public Tender Offer or Share Exchange Offer 11 Authorize Issuance of Equity or For Did Not Management Equity-Linked Securities without Vote Preemptive Rights up to Aggregate Nominal Amount of EUR 10 Million; Authorize Board to Issue Shares in the Event of a Public Tender Offer or Share Exchange Offer 12 Set Global Limit for Capital Increase to For Did Not Management Result from Issuance Requests in Items 10 Vote and 11 at EUR 10 Million 13 Approve Capital Increase Reserved for For Did Not Management Employees Participating in Vote Savings-Related Share Purchase Plan 14 Authorize Filing of Required For Did Not Management Documents/Other Formalities Vote Page 27 MICHELIN ET CIE. Ticker: Security ID: F61824144 Meeting Date: MAY 14, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Allocation of Income and For For Management Dividends of EUR 1.395 per Share 3 Accept Consolidated Financial Statements For For Management and Statutory Reports 4 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 5 Reelect Eric Bourdais de Charbonniere as For For Management Supervisory Board Member 6 Reelect Francois Grappotte as Supervisory For For Management Board Member 7 Ratify PricewaterhouseCoopers Audit as For For Management Auditors 8 Ratify Pierre Coll as Alternate Auditor For For Management 9 Ratify Corevise as Auditors For For Management 10 Ratify Jacques Zaks as Alternate Auditor For For Management 11 Authorize Repurchase of Up to Ten Percent For For Management of Issued Share Capital 12 Approve Stock Option Plan Grants For For Management 13 Approve Capital Increase Reserved for For For Management Employees Participating in Savings-Related Share Purchase Plan Page 28 PERNOD RICARD Ticker: Security ID: F72027109 Meeting Date: MAY 17, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements, Statutory Reports and Discharge Directors 3 Approve Allocation of Income and For For Management Dividends of EUR 1.96 per Share 4 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 5 Reelect Patrick Ricard as Director For For Management 6 Elect Richard Burrows as Director For For Management 7 Elect Pierre Pringuet as Director For For Management 8 Ratify Mazars & Guerard as Auditors For For Management 9 Ratify Patrick de Cambourg as Alternate For For Management Auditor 10 Approve Expiration of Term of Salustro For For Management Reydel as Alternate Auditor 11 Approve Remuneration of Directors in the For For Management Aggregate Amount of EUR 864,450 12 Authorize Repurchase of Up to Ten Percent For For Management of Issued Share Capital 13 Authorize Issuance of Bonds/Debentures in For Against Management the Aggregate Nominal Value of Up to EUR 3 Billion 14 Change Fiscal Year End to June 30 and For For Management Amend Articles Accordingly 15 Amend Articles of Association Re: Board For For Management Size and Terms of Directors 16 Amend Articles of Association to Reflect For For Management 2003 Legal Changes Re: Role of Chairman, Access to Information, Related-Party Transactions, and Auditor Attendance at Board Meetings 17 Approve Reduction in Share Capital via For For Management Cancellation of Repurchased Shares 18 Approve Stock Option Plan Grants For Against Management 19 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 200 Million 20 Authorize Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 200 Million 21 Allow Board to Issue Shares in the Event For Against Management of a Public Tender Offer or Share Exchange Offer, Subject to Certain Conditions 22 Authorize Filing of Required For For Management Documents/Other Formalities Page 29 RALLYE Ticker: Security ID: F43743107 Meeting Date: JUN 9, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Allocation of Income and For For Management Dividends of EUR 2.40 per Share 3 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 4 Accept Consolidated Financial Statements For For Management and Statutory Reports 5 Appoint Christian Paillot as Censor For For Management Pursuant to Oct. 15, 2003, Board Meeting 6 Appoint Jean Chodron de Courcel as For For Management Censor, Pursuant to March 17, 2004, Board Meeting 7 Ratify Appointment of Christian Paillot For For Management as Director 8 Ratify Appointment of Jean Chodron de For For Management Courcel as Director 9 Reelect Andre Crestey as Director For Against Management 10 Reelect Jacques Dermagne as Director For For Management 11 Reelect Jacques Dumas as Director For Against Management 12 Reelect Pierre Feraud as Director For For Management 13 Reelect Jean Levy as Director For For Management 14 Reelect Jean-Charles Naouri as Director For For Management 15 Reelect Christian Paillot as Director For For Management 16 Reelect Gilbert Torelli as Director For For Management 17 Reelect Finatis as Director For For Management 18 Reelect Fonciere Euris as Director For For Management 19 Reappoint Julien Charlier as Censor For For Management 20 Ratify Philippe Peuch-Lestrade as For For Management Alternate Auditor 21 Authorize Repurchase of Up to Ten Percent For For Management of Issued Share Capital 22 Authorize Issuance of Bonds/Debentures in For Against Management tha Aggregate Value of EUR 1 Billion 23 Authorize Filing of Required For For Management Documents/Other Formalities 24 Approve Issuance of Warrants without For Against Management Preemptive Rights up to Aggregate Nominal Value of EUR 200 Million 25 Authorize Capital Increase of Up to EUR For Against Management 200 Million for Future Exchange Offers 26 Authorize Board to Determine Terms and For Against Management Ratify Share Issuances; Approve Global Limit for Capital Increase of EUR 400 Million 27 Approve Stock Option Plan Grants to For Against Management Subscribe for Newly Issued Shares 28 Approve Stock Option Plan Grants to For Against Management Purchase Existing Shares 29 Amend Articles of Association Re: For Against Management Shareholding Disclosure Requirement 30 Amend Articles to Reflect 2003 Legal For For Management Changes Re: Powers of the Chairman 31 Authorize Filing of Required For For Management Documents/Other Formalities Page 30 RENAULT Ticker: Security ID: F77098105 Meeting Date: APR 16, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Consolidated Financial Statements For For Management and Statutory Reports 2 Approve Financial Statements and For For Management Discharge Directors 3 Approve Allocation of Income and Net For For Management Dividends of EUR 1.40 per Share 4 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 5 Reelect Francois de Combret as Director For For Management 6 Reelect Bernard Larrouturou as Director For For Management 7 Elect Jean-Louis Girodolle as Director For For Management 8 Elect Itaru Koeda as Director For For Management 9 Elect Francois Pinault as Director For For Management 10 Approve Discharge of Yoshikazu Hanawa For For Management 11 Approve Discharge of Bruno Bezard For For Management 12 Approve Discharge of Jeanne Seyvet For For Management 13 Confirm Receipt of Special Auditors' For For Management Report Regarding Remuneration of Participating Stock 14 Authorize Repurchase of Up to Ten Percent For For Management of Issued Share Capital 15 Authorize Issuance of Bonds/Debentures in For For Management the Aggregate Amount of EUR 4 Billion 16 Approve Reduction in Share Capital via For For Management Cancellation of Repurchased Shares 17 Maintain Authority to Issue Equity and For For Management Equity-Linked Securities without Preemptive Rights Submitted to Shareholder Vote on April 29, 2003, to Increase Capital by Up to EUR 300 Million 18 Amend Articles of Association to Increase For For Management the Number of Directors to Be Elected by Shareholders 19 Amend Articles of Association to Reflect For Against Management Financial Security Legislation Re: Shareholding Disclosure Requirement 20 Elect Charles de Croisset as Director For For Management 21 Authorize Filing of Required For For Management Documents/Other Formalities Page 31 RENAULT Ticker: Security ID: F77098105 Meeting Date: APR 30, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Consolidated Financial Statements For For Management and Statutory Reports 2 Approve Financial Statements and For For Management Discharge Directors 3 Approve Allocation of Income and Net For For Management Dividends of EUR 1.40 per Share 4 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 5 Reelect Francois de Combret as Director For For Management 6 Reelect Bernard Larrouturou as Director For For Management 7 Elect Jean-Louis Girodolle as Director For For Management 8 Elect Itaru Koeda as Director For For Management 9 Elect Francois Pinault as Director For For Management 10 Approve Discharge of Yoshikazu Hanawa For For Management 11 Approve Discharge of Bruno Bezard For For Management 12 Approve Discharge of Jeanne Seyvet For For Management 13 Confirm Receipt of Special Auditors' For For Management Report Regarding Remuneration of Participating Stock 14 Authorize Repurchase of Up to Ten Percent For For Management of Issued Share Capital 15 Authorize Issuance of Bonds/Debentures in For For Management the Aggregate Amount of EUR 4 Billion 16 Approve Reduction in Share Capital via For For Management Cancellation of Repurchased Shares 17 Maintain Authority to Issue Equity and For For Management Equity-Linked Securities without Preemptive Rights Submitted to Shareholder Vote on April 29, 2003, to Increase Capital by Up to EUR 300 Million 18 Amend Articles of Association to Increase For For Management the Number of Directors to Be Elected by Shareholders 19 Amend Articles of Association to Reflect For Against Management Financial Security Legislation Re: Shareholding Disclosure Requirement 20 Elect Charles de Croisset as Director For For Management 21 Authorize Filing of Required For For Management Documents/Other Formalities Page 32 SCHNEIDER ELECTRIC SA (FORMERLY SCHNEIDER SA) Ticker: Security ID: F86921107 Meeting Date: APR 27, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Accept Consolidated Financial Statements For For Management and Statutory Reports 3 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 4 Approve Allocation of Income and For For Management Dividends of EUR 1.65 per Share 5 Elect Caisse des Depots et Consignations, For For Management Represented by Jerome Gallot, as Director 6 Elect Chris C. Richardson as Director For For Management 7 Reelect Alain Burq as Representative of For For Management Employee Shareholders to the Board 8 Reelect Daniel Bouton as Director For For Management 9 Reelect Thierry Breton as Director For For Management 10 Reelect Willy Kissling as Director For For Management 11 Reelect Piero Sierra as Director For For Management 12 Reappoint Barbier Frinault et Autres For For Management (Ernst & Young) as Auditors 13 Ratify Philippe Diu as Alternate Auditor For For Management to Barbier Frinault et Autres (Ernst & Young) 14 Appoint Mazars & Guerard as Auditor For For Management 15 Ratify Charles Vincensini as Alternate For For Management Auditor to Mazars & Guerard 16 Authorize Repurchase of Up to Ten Percent For For Management of Issued Share Capital 17 Amend Articles of Association to For For Management Authorize the Appointment of Censors 18 Approve Capital Increase Reserved for For Against Management Employees Participating in Savings-Related Share Purchase Plan 19 Approve Stock Option Plan Grants For Against Management 20 Approve Reduction in Share Capital via For For Management Cancellation of Repurchased Shares 21 Allow Board to Issue Shares in the Event For Against Management of a Public Tender Offer or Share Exchange Offer 22 Authorize Filing of Required For For Management Documents/Other Formalities Page 33 SCHNEIDER ELECTRIC SA (FORMERLY SCHNEIDER SA) Ticker: Security ID: F86921107 Meeting Date: MAY 6, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For Did Not Management Statutory Reports Vote 2 Accept Consolidated Financial Statements For Did Not Management and Statutory Reports Vote 3 Approve Special Auditors' Report For Did Not Management Regarding Related-Party Transactions Vote 4 Approve Allocation of Income and For Did Not Management Dividends of EUR 1.65 per Share Vote 5 Elect Caisse des Depots et Consignations, For Did Not Management Represented by Jerome Gallot, as Director Vote 6 Elect Chris C. Richardson as Director For Did Not Management Vote 7 Reelect Alain Burq as Representative of For Did Not Management Employee Shareholders to the Board Vote 8 Reelect Daniel Bouton as Director For Did Not Management Vote 9 Reelect Thierry Breton as Director For Did Not Management Vote 10 Reelect Willy Kissling as Director For Did Not Management Vote 11 Reelect Piero Sierra as Director For Did Not Management Vote 12 Reappoint Barbier Frinault et Autres For Did Not Management (Ernst & Young) as Auditors Vote 13 Ratify Philippe Diu as Alternate Auditor For Did Not Management to Barbier Frinault et Autres (Ernst & Vote Young) 14 Appoint Mazars & Guerard as Auditor For Did Not Management Vote 15 Ratify Charles Vincensini as Alternate For Did Not Management Auditor to Mazars & Guerard Vote 16 Authorize Repurchase of Up to Ten Percent For Did Not Management of Issued Share Capital Vote 17 Amend Articles of Association to For Did Not Management Authorize the Appointment of Censors Vote 18 Approve Capital Increase Reserved for For Did Not Management Employees Participating in Vote Savings-Related Share Purchase Plan 19 Approve Stock Option Plan Grants For Did Not Management Vote 20 Approve Reduction in Share Capital via For Did Not Management Cancellation of Repurchased Shares Vote 21 Allow Board to Issue Shares in the Event For Did Not Management of a Public Tender Offer or Share Vote Exchange Offer 22 Authorize Filing of Required For Did Not Management Documents/Other Formalities Vote Page 34 SOCIETE DES PARTICIPATIONS DU COMMISSARIAT A L Ticker: Security ID: F84742109 Meeting Date: MAY 4, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Consolidated Statements and Discharge Management Board and Supervisory Board 2 Approve Transaction with Related Parties For For Management Re: Warranty Provision Included in Amendment Letter Signed bu Cogema, Cogema Ressources Inc., and Societe des Participations du Commissariat a l'Energie Atomique 3 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 4 Approve Allocation of Income and For For Management Dividends of EUR 9.30 per Share 5 Increase Aggregate Remuneration of For For Management Directors from EUR 145,000 to EUR 174,000 for Fiscal Year 2003 6 Approve Remuneration of Directors in the For For Management Aggregate Amount of EUR 227,500 for Fiscal Year 2004 7 Elect Olivier Pagezy as Supervisory Board For Against Management Member 8 Approve Capital Increase Reserved for For For Management Employees Participating in Savings-Related Share Purchase Plan 9 Authorize Filing of Required For For Management Documents/Other Formalities Page 35 STMICROELECTRONICS N.V. Ticker: STM Security ID: N83574108 Meeting Date: APR 23, 2004 Meeting Type: Annual # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Receive Report of Management Board None None Management 3 Receive Report of Supervisory Board None None Management 4 Approve Financial Statements and For For Management Statutory Reports 5 Approve Discharge of Management Board For For Management 6 Approve Discharge of Supervisory Board For For Management 7 Approve Dividend of $0.12 Per Ordinary For For Management Share 8 Elect Gerald Arbola as New Member of For For Management Supervisory Board 9 Elect Didier Lombard as New Member of For For Management Supervisory Board 10 Approve Remuneration of Supervisory Board For For Management 11 Approve Employee Stock Purchase Plan For For Management 12 Grant Supervisory Board Authority for For Against Management Five Years to Issue All Authorized but Unissued Shares Restricting/Excluding Preemptive Rights 13 Lower Quorum Requirement for General For Against Management Meeting from One-Third to 15 Percent of Issued Share Capital 14 Amend Articles to Reflect Lowering of For Against Management Quorum Requirement (Item 13) 15 Approve Company's Corporate Governance For For Management Policy 16 Allow Questions None None Management 17 Close Meeting None None Management Page 36 TECHNIP (FORMERLY TECHNIP-COFLEXIP) Ticker: TNHPY Security ID: F90676101 Meeting Date: APR 21, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Allocation of Income and For For Management Dividends of EUR 4.95 per Share 3 Accept Consolidated Financial Statements For For Management and Statutory Reports 4 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 5 Approve Discharge of Management and For For Management Supervisory Board 6 Approve Remuneration of Directors in the For For Management Aggregate Amount of EUR 250,000 7 Ratify Cabinet Barbier, Frinault et For For Management Autres as Auditors 8 Ratify PricewaterhouseCoopers Audit as For For Management Auditors 9 Ratify Christian Chochon as Alternate For For Management Auditors 10 Ratify Yves Nicolas as Alternate Auditors For For Management 11 Authorize Repurchase of Up to Ten Percent For For Management of Issued Share Capital 12 Amend Articles of Association to Reflect For For Management 2003 Legal Changes to French Commercial Code 13 Approve Capital Increase Reserved for For For Management Employees of American Subsidiaries Participating in Share Purchase Plan Pursuant to Authorization Granted in Item 6 at the July 11, 2003, Shareholder Meeting 14 Authorize Capital Increase of Up to EUR For Against Management 37.5 Million for Future Exchange Offers 15 Allow Board to Issue Shares in the Event For Against Management of a Public Tender Offer or Share Exchange Offer 16 Authorize Filing of Required For For Management Documents/Other Formalities Page 37 TECHNIP (FORMERLY TECHNIP-COFLEXIP) Ticker: TNHPY Security ID: F90676101 Meeting Date: APR 29, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For Did Not Management Statutory Reports Vote 2 Approve Allocation of Income and For Did Not Management Dividends of EUR 4.95 per Share Vote 3 Accept Consolidated Financial Statements For Did Not Management and Statutory Reports Vote 4 Approve Special Auditors' Report For Did Not Management Regarding Related-Party Transactions Vote 5 Approve Discharge of Management and For Did Not Management Supervisory Board Vote 6 Approve Remuneration of Directors in the For Did Not Management Aggregate Amount of EUR 250,000 Vote 7 Ratify Cabinet Barbier, Frinault et For Did Not Management Autres as Auditors Vote 8 Ratify PricewaterhouseCoopers Audit as For Did Not Management Auditors Vote 9 Ratify Christian Chochon as Alternate For Did Not Management Auditors Vote 10 Ratify Yves Nicolas as Alternate Auditors For Did Not Management Vote 11 Authorize Repurchase of Up to Ten Percent For Did Not Management of Issued Share Capital Vote 12 Amend Articles of Association to Reflect For Did Not Management 2003 Legal Changes to French Commercial Vote Code 13 Approve Capital Increase Reserved for For Did Not Management Employees of American Subsidiaries Vote Participating in Share Purchase Plan Pursuant to Authorization Granted in Item 6 at the July 11, 2003, Shareholder Meeting 14 Authorize Capital Increase of Up to EUR For Did Not Management 37.5 Million for Future Exchange Offers Vote 15 Allow Board to Issue Shares in the Event For Did Not Management of a Public Tender Offer or Share Vote Exchange Offer 16 Authorize Filing of Required For Did Not Management Documents/Other Formalities Vote Page 38 THALES SA (FORMERLY THOMSON-CSF) Ticker: Security ID: F9156M108 Meeting Date: MAY 11, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Consolidated Financial Statements For For Management and Statutory Reports 2 Approve Financial Statements and For For Management Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 1.125 per Share 4 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 5 Change Location of Registered For For Management Office/Headquarters to 45, rue de Villiers in Neuilly-sur-Seine 6 Ratify Cooptation of Benoit Tellier as For For Management Director 7 Elect Francois Bujon de l'Estang as For For Management Director 8 Reelect Louis Gallois as Director For For Management 9 Reelect Denis Ranque as Director For For Management 10 Reelect Denis Samuel-Lajeunesse as For For Management Director 11 Reelect TSA as Director For For Management 12 Reelect Jean-Paul Barth as Director For For Management 13 Reelect Serge Dassault as Director For For Management 14 Reelect Serge Tchuruk as Director For For Management 15 Elect Charles de Croisset as Director For For Management 16 Reelect Roger Freeman as Director For For Management 17 Elect Klaus Naumann as Director For For Management 18 Reelect Henri Proglio as Director For For Management 19 Authorize Repurchase of Up to Ten Percent For For Management of Issued Share Capital 20 Amend Articles to Classify Board For Against Management 21 Amend Articles to Reduce the Number of For For Management Employee Representatives Serving on the Board from Three to Two 22 Amend Articles of Association to Reflect For Against Management 2003 Legal Changes to French Commercial Code Re: Shareholding Disclosure 23 Amend Articles of Association Re: Double For For Management Voting Rights 24 Approve Stock Option Plan Grants For Against Management 25 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 36 Million 26 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 36 Million 27 Set Global Limit for Capital Increase to For For Management Result from Issuance Requests in Items 25 and 26 at EUR 36 Million 28 Approve Capital Increase Reserved for For For Management Employees Participating in Savings-Related Share Purchase Plan 29 Authorize Filing of Required For For Management Documents/Other Formalities Page 39 TOTAL S.A. (FORMERLY TOTAL FINA ELF S.A ) Ticker: TOT Security ID: F92124100 Meeting Date: APR 28, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Accept Consolidated Financial Statements For For Management and Statutory Reports 3 Approve Allocation of Income and Net For For Management Dividends of EUR 4.70 per Share 4 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 5 Authorize Repurchase of Up to Ten Percent For For Management of Issued Share Capital and Reissuance of Repurchased Shares 6 Authorize Issuance of Bonds/Debentures For For Management 7 Reelect Thierry Desmarest as Director For For Management 8 Reelect Thierry de Rudder as Director For For Management 9 Reelect Serge Tchuruk as Director For For Management 10 Elect Daniel Boeuf as Representative of For For Management Employee Shareholders to the Board 11 Elect Philippe Marchandise as Against Against Management Representative of Employee Shareholders to the Board 12 Elect Cyril Mouche as Representative of Against Against Management Employee Shareholders to the Board 13 Elect Alan Cramer as Representative of Against Against Management Employee Shareholders to the Board 14 Ratify Ernst & Young Audit as Auditors For For Management 15 Ratify KPMG Audit as Auditors For For Management 16 Ratify Pierre Jouanne as Alternate For For Management Auditor 17 Ratify Jean-Luc Decornoy as Alternate For For Management Auditor 18 Approve Remuneration of Directors in the For For Management Aggregate Amount of EUR 900,000 19 Approve Stock Option Plan Grants For For Management 20 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 4 Billion 21 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 2 Billion 22 Approve Capital Increase Reserved for For For Management Employees Participating in Savings-Related Share Purchase Plan Page 40 TOTAL S.A. (FORMERLY TOTAL FINA ELF S.A ) Ticker: TOT Security ID: F92124100 Meeting Date: MAY 14, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For Did Not Management Statutory Reports Vote 2 Accept Consolidated Financial Statements For Did Not Management and Statutory Reports Vote 3 Approve Allocation of Income and Net For Did Not Management Dividends of EUR 4.70 per Share Vote 4 Approve Special Auditors' Report For Did Not Management Regarding Related-Party Transactions Vote 5 Authorize Repurchase of Up to Ten Percent For Did Not Management of Issued Share Capital and Reissuance of Vote Repurchased Shares 6 Authorize Issuance of Bonds/Debentures For Did Not Management Vote 7 Reelect Thierry Desmarest as Director For Did Not Management Vote 8 Reelect Thierry de Rudder as Director For Did Not Management Vote 9 Reelect Serge Tchuruk as Director For Did Not Management Vote 10 Elect Daniel Boeuf as Representative of For Did Not Management Employee Shareholders to the Board Vote 11 Elect Philippe Marchandise as Against Did Not Management Representative of Employee Shareholders Vote to the Board 12 Elect Cyril Mouche as Representative of Against Did Not Management Employee Shareholders to the Board Vote 13 Elect Alan Cramer as Representative of Against Did Not Management Employee Shareholders to the Board Vote 14 Ratify Ernst & Young Audit as Auditors For Did Not Management Vote 15 Ratify KPMG Audit as Auditors For Did Not Management Vote 16 Ratify Pierre Jouanne as Alternate For Did Not Management Auditor Vote 17 Ratify Jean-Luc Decornoy as Alternate For Did Not Management Auditor Vote 18 Approve Remuneration of Directors in the For Did Not Management Aggregate Amount of EUR 900,000 Vote 19 Approve Stock Option Plan Grants For Did Not Management Vote 20 Authorize Issuance of Equity or For Did Not Management Equity-Linked Securities with Preemptive Vote Rights up to Aggregate Nominal Amount of EUR 4 Billion 21 Authorize Issuance of Equity or For Did Not Management Equity-Linked Securities without Vote Preemptive Rights up to Aggregate Nominal Amount of EUR 2 Billion 22 Approve Capital Increase Reserved for For Did Not Management Employees Participating in Vote Savings-Related Share Purchase Plan Page 41 TRIGANO SA Ticker: Security ID: F93488108 Meeting Date: FEB 26, 2004 Meeting Type: Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Stock Option Plan Grants For Against Management 2 Authorize Filing of Required For For Management Documents/Other Formalities Page 42 TRIGANO SA Ticker: Security ID: F93488108 Meeting Date: JAN 8, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports for Fiscal Year Ended Aug. 31, 2003 2 Accept Consolidated Financial Statements For For Management and Statutory Reports for Fiscal Year Ended Aug. 31, 2003 3 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 4 Approve Allocation of Income and For For Management Dividends of EUR 0.30 per Share 5 Approve Remuneration of Directors in the For For Management Aggregate Amount of EUR 54,000 6 Authorize Filing of Required For For Management Documents/Other Formalities 7 Approve Capital Increase Reserved for For Against Management Employees Participating in Savings-Related Share Purchase Plan Page 43 UNIBAIL HOLDING(FRMLY UNIBAIL) Ticker: Security ID: F95094110 Meeting Date: APR 8, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Accept Consolidated Financial Statements For For Management and Statutory Reports 3 Approve Allocation of Income and Net For For Management Dividends of EUR 3.50 per Share 4 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 5 Reelect Jean-Claude Jolain as Director For For Management 6 Reelect Henri Moulard as Director For For Management 7 Reelect Jean-Jacques Rosa as Director For For Management 8 Approve Remuneration of Directors in the For For Management Aggregate Amount of EUR 350,000 9 Authorize Repurchase of Up to Ten Percent For For Management of Issued Share Capital 10 Approve Reduction in Share Capital via For For Management Cancellation of Repurchased Shares 11 Authorize Filing of Required For For Management Documents/Other Formalities Page 44 UNIBAIL HOLDING(FRMLY UNIBAIL) Ticker: Security ID: F95094110 Meeting Date: MAR 31, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Accept Consolidated Financial Statements For For Management and Statutory Reports 3 Approve Allocation of Income and Net For For Management Dividends of EUR 3.50 per Share 4 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 5 Reelect Jean-Claude Jolain as Director For For Management 6 Reelect Henri Moulard as Director For For Management 7 Reelect Jean-Jacques Rosa as Director For For Management 8 Approve Remuneration of Directors in the For For Management Aggregate Amount of EUR 350,000 9 Authorize Repurchase of Up to Ten Percent For For Management of Issued Share Capital 10 Approve Reduction in Share Capital via For For Management Cancellation of Repurchased Shares 11 Authorize Filing of Required For For Management Documents/Other Formalities Page 45 VINCI (FORMERLY SOCIETE GENERALE D'ENTREPRISES) Ticker: Security ID: F5879X108 Meeting Date: APR 23, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Consolidated Financial Statements For For Management and Statutory Reports 2 Approve Financial Statements and For For Management Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 3.54 per Share 4 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 5 Approve Discharge of Directors For For Management 6 Ratify Cooptation of Quentin Davies as For For Management Director 7 Approve Remuneration of Directors in the For For Management Aggregate Amount of EUR 800,000 8 Authorize Repurchase of Up to Ten Percent For For Management of Issued Share Capital 9 Approve Reduction in Share Capital via For For Management Cancellation of Repurchased Shares 10 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 600 Million 11 Authorize Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 600 Million 12 Approve Capital Increase Reserved for For Against Management Employees of International Subsidiaries Participating in Share Purchase Plan 13 Approve Capital Increase Reserved for For Against Management Employees Participating in Savings-Related Share Purchase Plan 14 Authorize Filing of Required For For Management Documents/Other Formalities Page 46 VINCI (FORMERLY SOCIETE GENERALE D'ENTREPRISES) Ticker: Security ID: F5879X108 Meeting Date: MAY 4, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Consolidated Financial Statements For Did Not Management and Statutory Reports Vote 2 Approve Financial Statements and For Did Not Management Statutory Reports Vote 3 Approve Allocation of Income and For Did Not Management Dividends of EUR 3.54 per Share Vote 4 Approve Special Auditors' Report For Did Not Management Regarding Related-Party Transactions Vote 5 Approve Discharge of Directors For Did Not Management Vote 6 Ratify Cooptation of Quentin Davies as For Did Not Management Director Vote 7 Approve Remuneration of Directors in the For Did Not Management Aggregate Amount of EUR 800,000 Vote 8 Authorize Repurchase of Up to Ten Percent For Did Not Management of Issued Share Capital Vote 9 Approve Reduction in Share Capital via For Did Not Management Cancellation of Repurchased Shares Vote 10 Authorize Issuance of Equity or For Did Not Management Equity-Linked Securities with Preemptive Vote Rights up to Aggregate Nominal Amount of EUR 600 Million 11 Authorize Issuance of Equity or For Did Not Management Equity-Linked Securities without Vote Preemptive Rights up to Aggregate Nominal Amount of EUR 600 Million 12 Approve Capital Increase Reserved for For Did Not Management Employees of International Subsidiaries Vote Participating in Share Purchase Plan 13 Approve Capital Increase Reserved for For Did Not Management Employees Participating in Vote Savings-Related Share Purchase Plan 14 Authorize Filing of Required For Did Not Management Documents/Other Formalities Vote Page 47 VIVENDI UNIVERSAL SA (FORMERLY VIVENDI) Ticker: V Security ID: F7063C114 Meeting Date: MAY 6, 2004 Meeting Type: Annual # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Accept Consolidated Financial Statements For For Management and Statutory Reports 3 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 4 Approve Allocation of Income and Omission For For Management of Dividends 5 Reelect Jean-Rene Fourtou as Director For For Management 6 Reelect Claude Bebear as Director For For Management 7 Reelect Gerard Bremond as Director For For Management 8 Reelect Bertrand Collomb as Director For For Management 9 Reelect Paul Fribourg as Director For For Management 10 Reelect Gerard Kleisterlee as Director For For Management 11 Reelect Henri Lachmann as Director For For Management 12 Elect Karel Van Miert as Director For For Management 13 Elect Pierre Rodocanachi as Director For For Management 14 Ratify Cooptation of Gabriel Hawawini as For For Management Director 15 Authorize Issuance of Bonds/Debentures in For For Management the Aggregate Value of Up to EUR 7 Billion 16 Authorize Repurchase of Up to Five For For Management Percent of Issued Share Capital 17 Authorize Filing of Required For For Management Documents/Other Formalities Page 48 WENDEL INVESTISSEMENT (FORMERLY MARINE-WENDEL) Ticker: Security ID: F98370103 Meeting Date: JUN 1, 2004 Meeting Type: Annual/Special # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Accept Consolidated Financial Statements For For Management and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 1.575 per Share 4 Approve Special Auditors' Report For For Management Regarding Related-Party Transactions 5 Reelect Jean-Marc Janodet as Director For Against Management 6 Approve Remuneration of Directors in the For For Management Aggregate Amount of EUR 480,000 7 Authorize Repurchase of Up to Ten Percent For For Management of Issued Share Capital 8 Authorize Issuance of Bonds/Debentures in For For Management the Aggregate Value of EUR 2 Billion 9 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 200 Million 10 Authorize Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 200 Million 11 Authorize Capitalization of Reserves of For For Management Up to EUR 700 Million for Bonus Issue or Increase in Par Value 12 Allow Board to Issue Shares in the Event For Against Management of a Public Tender Offer or Share Exchange Offer 13 Approve Capital Increase Reserved for For For Management+ Employees Participating in Savings-Related Share Purchase Plan 14 Approve Stock Option Plan Grants For Against Management 15 Set Global Limit for Capital Increase to For Against Management Result from Issuance Requests at EUR 900 Million 16 Approve Reduction in Share Capital via For For Management Cancellation of Repurchased Shares 17 Amend Articles to Reflect 2003 Legal For For Management Changes Re: Powers of the Chairman, Power of the Board, and Registration Requirements 18 Authorize Filing of Required For For Management Documents/Other Formalities Page 49 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. By: /s/ Edmund P. Bergan, Jr. ------------------------------------------- Edmund P. Bergan, Jr. Vice Chairman (principal executive officer) Date: August 31, 2004 Page 50